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 December 31,
      2007





Commission
      File Number
      0-32201





BIO-
      MATRIX SCIENTIFIC GROUP, INC.


(Exact
      name of registrant as specified
      in its charter)




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





(619)
      398-3517


(Registrant's
      telephone number,
      including area code)








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


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


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


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


90
      days. YesxNoo





There
      were 23,420,823 shares of Common
      Stock outstanding as of December 31, 2007.




1





Item
        1. Financial
        Statements.


Chang
      G. Park, CPA, Ph. D.


t
      371 E STREET t CHULA VISTA
t
      CALIFORNIA
      91910-2615t


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



E-MAIL
      changgpark@gmail.com



Report
      of Independent
      Registered Public Accounting Firm


To
      the
      Board of Directors of


Bio-Matrix
      Scientific Group, Inc. and Subsidiary


(A
      Development Stage Company)








We
      have
      reviewed the consolidated accompanying balance sheet of Bio-Matrix Scientific
      Group, Inc. and Subsidiary (A Development Stage “Company”) as of December 31,
      2007, and the related consolidated statements of operation, changes in
      stockholders’ equity, and cash flows for the three months ended December 31,
      2007; and for the period from October 6, 1998 (inception) through December
      31,
      2007.  These financial statements are the responsibility of the
      Company’s management.





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





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





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










/s/Chang
      G. Park


____________________________


Chang
      G.
      Park, CPA





February
      14, 2008


Chula
      Vista, California








2







Bio-Matrix
                Scientific Group Inc. and
                subsidiary(A
                Development Stage Company)Consolidated
                Balance SheetASSETSAs
                of December 31, 2007(Unaudited)CURRENT
                ASSETSCash
            
            $
            1,076Employee
                Receivable
            
            
            282Pre-paid
                Expenses
            
            
            22,345Total
                Current Assets
            
            
            23,703PROPERTY
                & EQUIPMENT
            
            
            382,461GOODWILLIntangible
                Assets/Technology
            
            
            -Total
                Other Assets
            
            
            23,092TOTAL
                ASSETS
            
            $
            429,256LIABILITIES
                AND STOCKHOLDERS' EQUITYCURRENT
                LIABILITIESAccounts
                payable
            
            $
            43,745Loans
                from former parent
            
            
            -Bank
                Overdraft
            
            
            3,537Notes
                Payable
            
            
            162,619Accrued
                Payroll
            
            
            48,000Accrued
                Payroll  taxes
            
            
            30,386Accrued
                Interest
            
            
            6,515Accrued
                expenses
            
            
            16,513




3




Total
                Current Liabilities
            
            
            311,315LONG
                TERM LIABILITIESConvertible
                Note
            
            
            125,000TOTAL
                LIABILITIES
            
            
            436,315STOCKHOLDERS'
                EQUITYPreferred
                Stock ($.0001 par value authorized20,000,000
                shares authorized; noneissued
                and outstanding.)Common
                Stock,  ($.0001  par value authorized80,000,000
                shares authorized;  23,420,823 and 23,229,396shares
                issued and outstanding as of December 31, and September 30, 2007,
                respectively
            
            
            2,342Additional
                paid in Capital
            
            
            5,270,352Deficit
                accumulated during the development stage
            
            
            (5,279,753
            )Total
                Stockholders' Equity (Deficit)
            
            $
            (7,059
            )TOTAL
                LIABILITIES&
                STOCKHOLDERS' EQUITY
            
            $
            429,256





The
      Following Notes are an integral part
      of these Financial Statements





4




Bio-Matrix
                Scientific Group Inc. and
                subsidiaryConsolidated
                Statements of Operations (Unaudited)Inception(August
                2, 2005)3
                Months Ended
            
            
            3
                Months Ended
            
            
            throughDec
                31,
            
            
            Dec
                31,
            
            
            Dec
                31,2007
            
            
            2006
            
            
            2007REVENUESSales
            
            $
            -
            
            
            $
            -
            
            
            $Total
                RevenuesCOSTS
                AND EXPENSESResearch
                and Development
            
            
            34,307
            
            
            
            108,489
            
            
            
            506,224General
                and administrative
            
            
            225,275
            
            
            
            224,673
            
            
            
            2,681,597Depreciation
                and amortization
            
            
            334
            
            
            
            333
            
            
            
            2,549Consulting
                and professional fees
            
            
            142,237
            
            
            
            125,840
            
            
            
            2,025,103Impairment
                of goodwill & intangibles
            
            
            
            
            
            
            
            
            
            
            34,688Total
                Costs and Expenses
            
            
            402,153
            
            
            
            459,335
            
            
            
            5,250,161OPERATING
                LOSS
            
            
            (402,153
            )
            
            
            (459,335
            )
            
            
            (5,250,161
            )OTHER
                INCOME & (EXPENSES)Interest
                Expense
            
            
            (3,659
            )
            
            
            (6,844
            )
            
            
            (29,824
            )Interest
                Income
            
            
            
            
            
            
            
            
            
            
            306Other
                incomeOther
                Expense
            
            
            
            
            
            
            
            
            
            
            (74
            )Total
                Other Income & (Expenses)
            
            
            (3,659
            )
            
            
            (6,844
            )
            
            
            (29,592
            )NET
                INCOME (LOSS)
            
            $
            (405,812
            )
            
            $
            (466,179
            )
            
            $
            (5,279,753
            )BASIC
                AND DILUTED EARNINGS (LOSS) PER SHAREBASIC
                AND DILUTED EARNINGS (LOSS) PER SHARE
            
            $
            (0.02
            )
            
            $
            (0.03
            )
            
            $
            -WEIGHTED
                AVERAGE NUMBER OF
            
            
            23,335,098
            
            
            
            15,275,294COMMON
                SHARES OUTSTANDING
            
            
            
            
            
            
            
            
            
            
            -


The
      Following Notes are an integral part
      of these Financial Statements





5




BIO-MATRIX
                SCIENTIFIC GROUP INC. AND SUBSIDIARYConsolidated
                Statement of Stockholders' Equity (Unaudited)From
                August 2, 2005 through December 31, 2007AdditionalCommon
            
            
            Paid-in
            
            
            RetainedShares
            
            
            Amount
            
            
            Capital
            
            
            Earnings
            
            
            TotalShares
                issued to parent
            
            
            25,000
            
            
            
            35,921
            
            
            
            0
            
            
            
            
            
            
            35,921Net
                Loss August 2, 2005
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            0through
                September 30, 2005
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,000
            )
            
            
            (1,000
            )Balance
                September 30, 2005
            
            
            25,000
            
            
            
            35,921
            
            
            
            0
            
            
            
            (1,000
            )
            
            
            34,921Net
                Loss October 1, 2005
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            0through
                December 31, 2005
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (366,945
            )
            
            
            (366,945
            )Balance
                December 31, 2005
            
            
            25,000
            
            
            
            35,921
            
            
            
            0
            
            
            
            (367,945
            )
            
            
            (332,024
            )Recapitalization
            
            
            9,975,000
            
            
            
            (34,921
            )
            
            
            34,921
            
            
            
            
            
            
            
            0Stock
                issued Tasco merger
            
            
            2,780,000
            
            
            
            278
            
            
            
            (278
            )
            
            
            
            
            
            
            0Stock
                issued for services
            
            
            305,000
            
            
            
            31
            
            
            
            759,719
            
            
            
            
            
            
            
            759,750Stock
                issued for Compensation
            
            
            300,000
            
            
            
            30
            
            
            
            584,970
            
            
            
            
            
            
            
            585,000Net
                Loss January 1, 2006through
                September 30, 2006
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (2,053,249
            )
            
            
            (2,053,249
            )Balance
                September 30, 2006
            
            
            13,385,000
            
            
            
            1,339
            
            
            
            1,379,332
            
            
            
            (2,421,194
            )
            
            
            (1,040,523
            )Stock
                issued for services
            
            
            100,184
            
            
            
            10
            
            
            
            112,524
            
            
            
            
            
            
            
            112,534Stock
                issued for Compensation
            
            
            153,700
            
            
            
            15
            
            
            
            101,465
            
            
            
            
            
            
            
            101,480Stock
                issued in exchange for canceling debt
            
            
            2,854,505
            
            
            
            284
            
            
            
            1,446,120
            
            
            
            
            
            
            
            1,446,404Net
                Loss October 1, 2006through
                December 31, 2006
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (466,179
            )
            
            
            (466,179
            )Balance
                December 31, 2006
            
            
            16,493,389
            
            
            
            1,649
            
            
            
            3,039,441
            
            
            
            (2,887,373
            )
            
            
            153,717Stock
                issued for cash
            
            
            500,000
            
            
            
            50
            
            
            
            124,950
            
            
            
            
            
            
            
            125,000Stock
                issued for services
            
            
            359,310
            
            
            
            36
            
            
            
            235,042
            
            
            
            
            
            
            
            235,078Stock
                issued for Compensation
            
            
            143,920
            
            
            
            14
            
            
            
            88,400
            
            
            
            
            
            
            
            88,414Stock
                issued in exchange for canceling debt
            
            
            500,000
            
            
            
            50
            
            
            
            124,950
            
            
            
            
            
            
            
            125,000Net
                Loss January 1, 2007through
                March 31, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (515,624
            )
            
            
            (515,624
            )Balance
                March 31, 2007
            
            
            17,996,619
            
            
            
            1,800
            
            
            
            3,612,783
            
            
            
            (3,402,997
            )
            
            
            211,585




6




Stock
                issued for cash
            
            
            240,666
            
            
            
            24
            
            
            
            60,142
            
            
            
            
            
            
            
            60,166Stock
                issued for services
            
            
            406,129
            
            
            
            41
            
            
            
            222,889
            
            
            
            
            
            
            
            222,930Stock
                issued for Compensation
            
            
            150,000
            
            
            
            15
            
            
            
            110,435
            
            
            
            
            
            
            
            110,450Stock
                issued in exchange for canceling debt
            
            
            1,316,765
            
            
            
            132
            
            
            
            329,059
            
            
            
            
            
            
            
            329,191Net
                Loss April 1, 2007through
                June 30, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (718,955
            )
            
            
            (718,955
            )Balance
                June 30, 2007
            
            
            20,110,179
            
            
            
            2,011
            
            
            
            4,335,308
            
            
            
            (4,121,952
            )
            
            
            215,367Stock
                issued for cash
            
            
            1,200,000
            
            
            
            120
            
            
            
            299,880
            
            
            
            
            
            
            
            300,000Stock
                issued for services
            
            
            1,253,000
            
            
            
            125
            
            
            
            404,125
            
            
            
            
            
            
            
            404,250Stock
                issued for Compensation
            
            
            100,000
            
            
            
            10
            
            
            
            24,990
            
            
            
            
            
            
            
            25,000Stock
                issued in exchange for canceling debt
            
            
            566,217
            
            
            
            57
            
            
            
            143,940
            
            
            
            
            
            
            
            143,997Net
                Loss July 1, 2007through
                September 30, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (751,989
            )
            
            
            (751,989
            )Balance
                September 30, 2007
            
            
            23,229,396
            
            
            
            2,323
            
            
            
            5,208,244
            
            
            
            (4,873,941
            )
            
            
            336,626Stock
                issued for CashStock
                issued for services
            
            
            191,427
            
            
            
            19
            
            
            
            62,108
            
            
            
            
            
            
            
            62,127Net
                Loss October 1, 2007through
                December 31, 2007
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (405,812
            )
            
            
            (405,812
            )Balance
                December 31, 2007
            
            
            23,420,823
            
            
            
            2,342
            
            
            
            5,270,352
            
            
            
            (5,279,753
            )
            
            
            (7,059
            )


The
      Following Notes are an integral part
      of these Financial Statements





7




Bio-Matrix
                Scientific Group Inc. and subsidiaryConsolidated
                Statements of Cash Flows (Unaudited)August
                2, 2005(inception)3
                Months Ended
            
            
            3
                Months Ended
            
            
            throughDecember
                31,
            
            
            December
                31,
            
            
            December
                31,2007
            
            
            2006
            
            
            2007CASH
                FLOWS FROM OPERATING
                ACTIVITIESNet
                (loss)
            
            
            (405,812
            )
            
            
            (466,179
            )
            
            
            (5,279,753
            )Adjustments
                to reconcile net loss to net cash (used in) providedby
                operating activities:Depreciation
                expense
            
            
            334
            
            
            
            333
            
            
            
            2,548Stock
                issued for compensation
            
            
            
            
            
            
            101,480
            
            
            
            910,344Stock
                issued for services
            
            
            62,128
            
            
            
            112,534
            
            
            
            1,796,670Stock
                issued to cancel debt plus accrued interest
            
            
            
            
            
            
            251,209Changes
                in operating assets and liabilities:(Increase)
                decrease in receivables
            
            
            (282
            )
            
            
            (74
            )
            
            
            (282
            )(Increase)
                decrease in prepaid expenses
            
            
            (11,047
            )
            
            
            20,207
            
            
            
            (22,345
            )(Increase)
                decrease in organizational costsIncrease
                (Decrease) in Accounts Payable
            
            
            34,730
            
            
            
            (36,856
            )
            
            
            43,744Increase
                (Decrease) in Accrued Expenses
            
            
            56,375
            
            
            
            (4,830
            )
            
            
            131,361(
                Increase) Decrease in Deposits
            
            
            
            
            
            
            
            
            
            
            (23,092
            )Net
                Cash Provided by (Used in) Operating Activities
            
            
            (263,574
            )
            
            
            (22,176
            )
            
            
            (2,440,805
            )CASH
                FLOWS FROM INVESTING
                ACTIVITIESPurchases
                of fixed assets
            
            
            (17,473
            )
            
            
            (24,846
            )
            
            
            (385,009
            )Purchases
                of Intangible assets




8




Net
                Cash Provided by (Used in) Investing Activities
            
            
            (17,473
            )
            
            
            (24,846
            )
            
            
            (385,009
            )CASH
                FLOWS FROM FINANCING
                ACTIVITIESCommon
                stock issued for cash
            
            
            
            
            
            
            
            
            
            
            1,472Additional
                paid in Capital
            
            
            
            
            
            
            
            
            
            
            519,615Principal
                borrowings on notes and Convertible Debentures
            
            
            121,010
            
            
            
            39,372
            
            
            
            982,070Convertible
                notes
            
            
            125,000
            
            
            
            
            
            
            
            125,000Increase
                (Decrease) in Bank Overdraft
            
            
            (7,997
            )
            
            
            
            
            
            
            3,537Net
                borrowings from related parties
            
            
            
            
            
            
            
            
            
            
            1,195,196Net
                Cash Provided by (Used in) Financing Activities
            
            
            238,013
            
            
            
            39,372
            
            
            
            2,826,890Net
                Increase (Decrease) in Cash
            
            
            (43,034
            )
            
            
            (7,650
            )
            
            
            1,076Cash
                at Beginning of Quarter
            
            
            44,110
            
            
            
            22,641
            
            
            
            -Cash
                at End of Quarter
            
            $
            1,076
            
            
            
            14,991
            
            
            
            1,076Supplemental  Cash
                Flow Disclosures:Significant
                non-cash activities:Stock
                issued to cancel debt
            
            $
            -
            
            
            $
            -
            
            
            $
            2,044,592Total
            
            
            -
            
            
            
            -
            
            
            
            2,044,592


The
      Following Notes are an integral part
      of these Financial Statements





BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


Notes
      to
      consolidated Financial Statements


As
      of
      December 31, 2007





NOTE
      1.
      ORGANIZATION AND DESCRIPTION OF BUSINESS





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





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





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





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





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





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





9




NOTE
      2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





A.
      BASIS
      OF ACCOUNTING





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





B.
      USE OF
      ESTIMATES





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





C.
      DEVELOPMENT STAGE





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





D.
      CASH
      EQUIVALENTS


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





E.
      PROPERTY AND EQUIPMENT





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





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





F.
      INCOME
      TAXES





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





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





G.
      BASIC
      EARNINGS (LOSS) PER SHARE





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





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


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





NOTE
      3.
      Property and equipment








Property
      and equipment as of December 31, 2007 consists of the following:





Acquisition
                cost:
            Estimate
                useful life (year)Production
                Equipment
            3
                to
                5
            
            $
            US
            108,201Production
                Clean room
            10
            
            
            
            78,261Leasehold
                improvement
            10
            
            
            
            188,980Office
                equipment
            3
                to
                5
            
            
            
            4,311Computer
            3
            
            
            
            5,257Subtotal
            
            
            
            
            385,009Less
                accumulated depreciation
            
            
            
            
            (  2,549  )Total
            
            
            $
            US
            382,461





Depreciation
      expenses were $334 and $333 for the three months ended December 31, 2007 and
      December 31, 2006, respectively.





10


NOTE
      4.
      WARRANTS AND OPTIONS





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





NOTE
      5.
      GOING CONCERN





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company generated net losses of $5,279,753
      during the period from August 2, 2005 (inception) through December 31, 2007.
      This condition raises substantial doubt about the Company's ability to continue
      as a going concern. The Company's continuation as a going concern is dependent
      on its ability to meet its obligations, to obtain additional financing as may
      be
      required and ultimately to attain profitability. The financial statements do
      not
      include any adjustments that might result from the outcome of this
      uncertainty.


Management
      plans to raise additional funds through debt or equity offerings. While
      management has raised $125,000 through the issuance of  convertible
      debentures during the three months ended December 31, 2007, management has
      yet
      to decide what type of offering the Company will use or how much capital the
      Company will raise. There is no guarantee that the Company will be able to
      raise
      any capital through any type of offerings.





NOTE
      6.
      INCOME TAXES





As
                of December 31 , 2007Deferred
                tax assets:Net
                operating tax carry forwards
            
            $
            1,781,987Other
            
            
            -0-Gross
                deferred tax assets
            
            
            1,781,987Valuation
                allowance
            
            
            (1,781,987)Net
                deferred tax assets
            
            $
            -0-




As
      of  December 31, 2007 the Company has a  Deferred Tax Asset
      of  $1,781,987 completely attributable to net operating loss carry
      forwards  of approximately $5,318,369 ( which expire 20 years from the
      date the loss was incurred) .consisting  of





(a)
      $38,616, of Net Operating Loss Carry forwards acquired in the reverse
      acquisition and





(b)
      $5,279,753 attributable to BMSG.





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





NOTE
      7.
      RELATED PARTY TRANSACTION





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





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





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





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





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





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





11


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




NOTE
      8.
      CONVERTIBLE DEBENTURES





On
      November 14, 2007 the Company sold a   $50,000 face value
      convertible debenture (“Convertible Debenture”) for an aggregate purchase price
      of $50,000 to one purchaser.





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





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





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


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





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





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





On
      November 30, 2007, the Company   sold $75,000 face value
      convertible debenture (“Convertible Debenture”) for an aggregate purchase price
      of $75,000 to one purchaser.





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





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





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





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





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





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




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
      October, 6, 2006 the Company issued 8,850 shares of common stock to consultants
      for services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
      AND CONSULTANTS STOCK COMPENSATION PLAN.





On
      October
      11, 2006 the Company issued 43,000 shares of common stock to consultants for
      services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND
      CONSULTANTS STOCK COMPENSATION PLAN.





On
      October
      11, 2006, the Company issued 1,462,570 common shares of the Company to BMXP
      Holdings Inc.  in full satisfaction of the amount of $1,191,619 plus
      accrued and unpaid interest, owed to BMXP Holdings, Inc. by the
      Company.





On
      November 10, 2006 the Company issued 100,000 shares of common stock to
      management pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
      AND
      CONSULTANTS STOCK COMPENSATION PLAN.





On
      November 10, 2006 the Company issued 25,000 shares of common stock to
      consultants for services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC.
      2006
      EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN.





12


On
      December 5, 2006 the Company issued 8,334 shares of common stock to a consultant
      for services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
      AND CONSULTANTS STOCK COMPENSATION PLAN.





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





On
      December 14, 2006 the Company issued 68,700 shares of common stock to
      management, employees and consultants for services pursuant to the TASCO
      HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION
      PLAN.





During
      the
      quarter ended March 31, 2007 the Company issued 143,920 shares of common stock
      to management and employees as compensation pursuant to the TASCO HOLDINGS
      INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION
      PLAN.





During
      the
      quarter ended March 31, 2007 the Company issued 359,310 to consultants for
      services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND
      CONSULTANTS STOCK COMPENSATION PLAN.





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





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





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





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





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





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





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





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





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





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





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


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





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


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





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





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





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





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





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





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





13


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





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





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





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





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





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





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





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





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





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





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








NOTE
      10.
      STOCKHOLDERS' EQUITY





The
      stockholders' equity section of the Company contains the following classes
      of
      capital stock as of December 31, 2007:





*
      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: 23,420,823
      shares issued and outstanding





NOTE
      11.
      COMMITMENTS AND CONTINGENCIES





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





Lease
      Commitments


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





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


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





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





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





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





14


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





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


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





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





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


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


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





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





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





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





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





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





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





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





As
      of
      December 31, 2007 -- 1,454,772 shares have been issued pursuant to the
      Plan


Number
                ofSharesAs
                of  December 31, 2007:Granted
            
            
            1,454,772
            *Remaining
                shares available for issuance under the Plan as of
                September  30, 2007
            
            
            45,228




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





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





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





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





15


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





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





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





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





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





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





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





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


As
      of
      December 31, 2007, 1,389,787 shares have been issued pursuant to the
      Plan


Number
                ofSharesAs
                of December 31, 2007:Granted
            
            
            1.389,787Remaining
                shares available for issuance under the Plan as of September 30,
                2007
            
            
            110,213




NOTE
      15.
      SUBSEQUENT EVENTS





On
      January
      8, 2008, the Company sold $18,400 face value convertible debenture (“Convertible
      Debenture”) for an aggregate purchase price of $18,400 to one
      purchaser.


Interest
      on the Convertible Debenture shall accrue at a rate of 12% per annum based
      on a
      365 day year.  The Company   shall pay simple interest
      to the holder on the aggregate unconverted and then outstanding principal amount
      of this Convertible Debenture at the rate of 12% per annum, payable on the
      maturity Date, which is December 28, 2009.





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





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





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





The
      holder
      may convert the Convertible Debenture, in whole but not in part, into our common
      shares at the conversion rate of $0.15 per Share (“Conversion
      Shares”).





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





On
      January
      8, 2007 the Company issued 110,000 common shares to consultants pursuant to
      the
      BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
      COMPENSATION PLAN as consideration for services rendered.





On
      January
      8, 2007 the Company issued 24,800 common shares to consultants pursuant to
      the
      TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK
      COMPENSATION PLAN as consideration for services rendered.




On
      January12, 2008, the Company sold $200,000 face value convertible debenture
      (“Convertible Debenture”) for an aggregate purchase price of $200,000 to one
      purchaser.


Interest
      on the Convertible Debenture shall accrue at a rate of 14% per annum based
      on a
      365 day year.  The Company   shall pay simple interest
      to the holder on the aggregate unconverted and then outstanding principal amount
      of this Convertible Debenture at the rate of 14% per annum, payable on the
      maturity Date, which is January 12, 2010





16


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





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





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





The
      holder
      may convert the Convertible Debenture, in whole but not in part, into our common
      shares at the conversion rate of $0.25 per Share (“Conversion
      Shares”).





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


On
      January12, 2008, the Company sold $100,000 face value convertible debenture
      (“Convertible Debenture”) for an aggregate purchase price of $100,000 to one
      purchaser.


Interest
      on the Convertible Debenture shall accrue at a rate of 14% per annum based
      on a
      365 day year.  The Company   shall pay simple interest
      to the holder on the aggregate unconverted and then outstanding principal amount
      of this Convertible Debenture at the rate of 14% per annum, payable on the
      maturity Date, which is January 12, 2010





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





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





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





The
      holder
      may convert the Convertible Debenture, in whole but not in part, into our common
      shares at the conversion rate of $0.25 per Share (“Conversion
      Shares”).





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





The
      Company shall agree to the granting of a Lien to the Holder against collateral
      which the Company owns or intends to purchase, namely:





Flow
                Cytometer (4 Color) (BD Facscanto)Laboratory
                computer system/also for enrollments/storage trackingHematology
                Analyzer (celldyne 1800)(ABBOTT)Laminar
                Flow Hood 4 ft ( Clean hood) (2)Bench
                top centrifuges (2) refrigeratedSmall
                equipment (lab set-up)MicroscopeTube
                heat sealers (2 ea)Barcode
                printer and labeling device








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,
      2007. All references to” We”, “Us”,  “Company” or the “Company” refer
      to Bio-Matrix Scientific Group, Inc.





CONDITION
      AND RESULTS OF OPERATIONS
      THREE MONTHS ENDED JUNE 30, 2007





Revenues
      were -0- for the quarter ending
      December 31 2007 and -0- for the same quarter ending December 31, 2006. Net
      losses were $405,812 for the three months ended December 31, 2007 and $466,179
      for the same period ended December 31, 2006.




PLAN
      OF OPERATION





17


As
      of December 31, 2007 the Company has
      $1,076 cash on hand and current liabilities of $311, 315 such liabilities
      consisting of Accounts Payable, Notes Payable, Bank Overdraft, Accrued Payroll
      Taxes, and Accrued Interest and other Accrued Expenses.




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





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





On
      November 14, 2007 the Company sold a $50,000 face value convertible
      debenture (“Convertible Debenture”) for an aggregate purchase price of $50,000
      to one purchaser.





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





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





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


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





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





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





On
      November 30, 2007, the Company sold $75,000 face value convertible debenture
      (“Convertible Debenture”) for an aggregate purchase price of $75,000 to one
      purchaser.





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





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





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





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





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





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




On
      January
      8, 2008, the Company sold $18,400 face value convertible debenture (“Convertible
      Debenture”) for an aggregate purchase price of $18,400 to one
      purchaser.


Interest
      on the Convertible Debenture shall accrue at a rate of 12% per annum based
      on a
      365 day year.  The Company   shall pay simple interest
      to the holder on the aggregate unconverted and then outstanding principal amount
      of this Convertible Debenture at the rate of 12% per annum, payable on the
      maturity Date, which is December 28, 2009.





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





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





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





The
      holder
      may convert the Convertible Debenture, in whole but not in part, into our common
      shares at the conversion rate of $0.15 per Share (“Conversion
      Shares”).





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





On
      January
      12, 2008, the Company sold $200,000 face value convertible debenture
      (“Convertible Debenture”) for an aggregate purchase price of $200,000 to one
      purchaser.


Interest
      on the Convertible Debenture shall accrue at a rate of 14% per annum based
      on a
      365 day year.  The Company   shall pay simple interest
      to the holder on the aggregate unconverted and then outstanding principal amount
      of this Convertible Debenture at the rate of 14% per annum, payable on the
      maturity Date, which is January 12, 2010





18


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





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





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





The
      holder
      may convert the Convertible Debenture, in whole but not in part, into our common
      shares at the conversion rate of $0.25 per Share (“Conversion
      Shares”).





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








The
      Company shall agree to the granting of a Lien to the Holder against collateral
      which the Company owns or intends to purchase, namely:





Flow
                Cytometer (4 Color) (BD Facscanto)Laboratory
                computer system/also for enrollments/storage trackingHematology
                Analyzer (celldyne 1800)(ABBOTT)Laminar
                Flow Hood 4 ft ( Clean hood) (2)Bench
                top centrifuges (2) refrigeratedSmall
                equipment (lab set-up)MicroscopeTube
                heat sealers (2 ea)Barcode
                printer and labeling device











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





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








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





The
      Company is currently endeavoring to obtain a Tissue Bank License to be granted
      by Department of Health Services
      of the State ofCalifornia.





Over
      the next twelve months and if the
      Company is successful in obtaining the necessary additional financing and
      obtaining equipment and necessary additional professional staff, the
      Company anticipates purchasing the following significant laboratory
      equipment:







Equipment
            Estimated
                CostSepax
                Cell Separation
                Device
            $            50,000.00Blood
                processing
                equipment
            $            80,000.00Bar
                code labeling
                equipment
            $              3,000.00Tube
                heat sealers (2
                ea)
            $              4,000.00Bench
                top centrifuges (2)
                refrigerated
            $            12,000.00Cell
                Therapy
                Software
            $            30,000.00Cryo
                Tracking
                Software
            $            28,000.00Cryo
                Tracking
                Equipment
            $            45,000.00BacTec
                Microbiology
                equipment
            $            20,000.00Small
                equipment (lab
                set-up)
            $            10,000.00CO2
                Incubator
            $              4,000.00Supplies/reagents*
            $          100,000.00Total
            $          386,000.00





19





*
      to be reordered on an annual
      basis





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





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




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




Item
      3. CONTROLS AND
      PROCEDURES




(A)
      Evaluation of Disclosure Controls
      and Procedures




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




(B)
      Changes in Internal Controls over
      Financial Reporting




In
      connection with the evaluation of the
      Company's internal controls during the period commencing on April 1, 2007 and
      ending June 30, 2007, David Koos, who is both the Company's Principal Executive
      Officer and Principal Financial Officer has determined that there were no
      changes to the Company's internal controls over financial reporting that have
      been materially effected, or is reasonably likely to materially effect, the
      Company's internal controls over financial reporting.




PART
      II.




Item
      1: LEGAL
      PROCEEDINGS




None





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





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





20


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





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





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





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





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





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





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





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





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





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





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





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




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





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





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





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





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




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





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





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





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





21


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





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





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





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





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





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





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




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





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





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





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





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




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





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





22


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




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





On
      November 30, 2007, the Company   sold $75,000 face value
      convertible debenture (“Convertible Debenture”) for an aggregate purchase price
      of $75,000 to one purchaserwho
      is accredited investor as
“accredited investor” is defined in Rule 501 of Regulation D, promulgated under
      the Securities Act of 1933, as amended. and who also has for two years had
      a
      substantive, pre-existing relationship with the Company.


.





Interest
      on the Convertible Debenture shall accrue at a rate of 12% per annum based
      on a
      365 day year. The Company shall pay simple interest to the holder on the
      aggregate unconverted and then outstanding principal amount of this Convertible
      Debenture at the rate of 12% per annum, payable on the maturity Date, which
      is
      November 30, 2009.





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





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





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





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





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





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





On
      January
      8, 2008, the Company sold $18,400 face value convertible debenture (“Convertible
      Debenture”) for an aggregate purchase price of $18,400 to one purchaser who is accredited investor as
      “accredited investor” is defined in Rule 501 of Regulation D, promulgated under
      the Securities Act of 1933, as amended. and who also has had a substantive,
      pre-existing relationship with the Company.





Interest
      on the Convertible Debenture shall accrue at a rate of 12% per annum based
      on a
      365 day year.  The Company   shall pay simple interest
      to the holder on the aggregate unconverted and then outstanding principal amount
      of this Convertible Debenture at the rate of 12% per annum, payable on the
      maturity Date, which is December 28, 2009.





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





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





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





The
      holder
      may convert the Convertible Debenture, in whole but not in part, into our common
      shares at the conversion rate of $0.15 per Share (“Conversion
      Shares”).





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





23


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





On
      January
      12, 2008, the Company sold $200,000 face value convertible debenture
      (“Convertible Debenture”) for an aggregate purchase price of $100,000 to one
      purchaser who is accredited
      investor as “accredited investor” is defined in Rule 501 of Regulation D,
      promulgated under the Securities Act of 1933, as amended. and who also has
      had a
      substantive, pre-existing relationship with the Company.





Interest
      on the Convertible Debenture shall accrue at a rate of 14% per annum based
      on a
      365 day year.  The Company   shall pay simple interest
      to the holder on the aggregate unconverted and then outstanding principal amount
      of this Convertible Debenture at the rate of 14% per annum, payable on the
      maturity Date, which is January 12, 2010





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





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





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





The
      holder
      may convert the Convertible Debenture, in whole but not in part, into our common
      shares at the conversion rate of $0.25 per Share (“Conversion
      Shares”).





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





The
      Company shall agree to the granting of a Lien to the
      Holder   against collateral which the Company owns or intends to
      purchase, namely:





Flow
                Cytometer (4 Color) (BD Facscanto)Laboratory
                computer system/also for enrollments/storage trackingHematology
                Analyzer (celldyne 1800)(ABBOTT)Laminar
                Flow Hood 4 ft ( Clean hood) (2)Bench
                top centrifuges (2) refrigeratedSmall
                equipment (lab set-up)MicroscopeTube
                heat sealers (2 ea)Barcode
                printer and labeling device




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







24


Item
      3. DEFAULTS UPON SENIOR
      SECURITIES





None.




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





None.




Item
      5. OTHER
      INFORMATION





None.




Item
      6. EXHIBITS


31.1
            Certification
                of Chief Executive
                Officer31.2
            Certification
                of Acting Chief
                Financial Officer32.1
            Certification
                of Chief Executive
                Officer under Section 906 of the Sarbanes-Oxley Act of
                2002.32.2
            Certification
                of Acting Chief
                Financial Officer under Section 906 of the Sarbanes-Oxley Act of
                2002.













SIGNATURES





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





Bio-
                Matrix Scientific Group,
                Inc.aDelawarecorporationBy:
            /s/
                David R.
                KoosDavid
                R.
                KoosChief
                Executive
                OfficerDate:
                February 14,
                2008




25