United
States Securities and Exchange Commission

Washington,
D.C.  20549



Form
10-K/A



Amendment No. 1



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



For
the fiscal year ending September 30, 2015



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



Commision File Number: 000-32201



|BIO-MATRIX
    SCIENTIFIC GROUP, INC.                                   
|------------------------------------------------------------------------
|(Name
    of small business issuer in its charter)                      
|                                                                        
|Delaware                                                                
|(State
    or other jurisdiction of incorporation or organization)      
|                                                                        
|                                                                        
|4700
    Spring Street, Suite 304, La Mesa, California, 91942           
|(Address
    of Principal executive offices)                            
|                                                                        
|(619)
    702-1404                                                      
|(Registrant’s
    telephone number)                                     
|                                                                        
|Securities
    registered pursuant to Section 12(b) of the Exchange Act:
|                                                                        
|None                                                                    
|(Title
    of Each Class to be so Registered)                           



|                                                                                                  |                                               
|------------------------------------------------------------------------------------------------- | ----------------------------------------------
|Title
                                         of Each Class
        to
        be so Registered: | Name
    of each exchange on which registered:
|None                                                                                              | None                                          
|                                                                                                  |                                               
|Securities
    registered under Section 12(g) of the Act:                                        
|                                                                                                 
|Common
    Stock, Par Value $0.0001                                                              
|                                                                                                  | (Title
    of Class)                          
|                                                                                                  |                                               





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes
 ☐  No  ☒



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
 ☐  No  ☒



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



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statement incorporated by
reference in Part III of this Form 10-K or amendment to Form 10-K.  ☐



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



|Large
    Accelerated Filer  ☐ |  | Accelerated
    Filer  ☐        
|------------------------------ |  | --------------------------------
|Non-accelerated
    Filer  ☐   |  | Smaller
    reporting company  ☒
|                              



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes
 ☐  No  ☒

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

1









As of March 31, 2015, the aggregate
market value of the issued and outstanding common stock held by non-affiliates of the registrant, based upon the closing price
of the common stock, under the symbol “BMSN” as quoted on the OTC market was approximately $1,980,106.  For purposes
of the statement in the preceding statement, all directors, executive officers and 10% shareholders are assumed to be affiliates.
This determination of affiliate status is not necessarily a conclusive determination for any other purpose.



Number of shares outstanding of
the issuer's classes of common stock as of December 29, 2015:

4,889,075,005



In this annual report, the terms
“Bio-Matrix Scientific Group Inc.”,  “Company”,  “us”, “we”, or “our”,
unless the context otherwise requires, mean Bio-Matrix Scientific Group,  Inc., a Delaware corporation, and its subsidiaries.



This annual report on Form 10-K
and other reports that we file with the SEC contain statements that are considered forward-looking statements.  Forward-looking
statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements
other than statements of current or historical fact contained in this annual report, including statements regarding the Company’s
future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations,
are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,”
“estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,”
“management believes,” “we believe,” “we intend,” and similar expressions. These statements
are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual
future activities and results of operations may be materially different from those set forth in the forward looking statements.
Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place
undue reliance on these forward-looking statements.  The Company has based these forward-looking statements largely on its
current expectations and projections about future events and financial trends that it believes may affect its financial condition,
results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions
or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:



|• | dependence on key personnel;                          
|- | ------------------------------------------------------
|• | competitive factors;                                  
|• | degree of success of research and development programs
|• | the operation of our business; and                    
|• | general economic conditions                           



These forward-looking statements
speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no
obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is
made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business
or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this annual report.



EXPLANATORY NOTE



THIS AMENDMENT NO.1 TO BIO-MATRIX SCIENTIFIC
GROUP, INC’S (THE “COMPANY”) FORM 10-K FOR THE PERIOD ENDED SEPTEMBER 30, 2015 (“FORM 10-K”) IS BEING
FILED SOLELY TO AMEND THE FOLLOWING PORTIONS OF THE FORM 10-K.



SIGNATURES





THE COMPANY HAS NOT MODIFIED OR UPDATED
DISCLOSURES PRESENTED IN THE FORM 10-K, EXCEPT AS INDICATED ABOVE. ACCORDINGLY, THIS AMENDMENT DOES NOT REFLECT EVENTS OCCURRING
AFTER THE DATE OF THE FORM 10-K AND DOES NOT MODIFY OR UPDATE THOSE DISCLOSURES AFFECTED BY SUBSEQUENT EVENTS, EXCEPT AS SPECIFICALLY
REFERENCED HEREIN. INFORMATION NOT AFFECTED BY THE ABOVE AMENDMENTS IS UNCHANGED AND REFLECTS THE DISCLOSURES MADE AT THE TIME
OF THE FORM 10-K.









2







EXHIBIT INDEX

|Exhibit Number | Description                                                                                                                                                                                                       
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1           | CERTIFICATION BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT                                                                                                                                                
|32.1           | CERTIFICATION BY CEO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT                                                                                                                                                
|31.2           | CERTIFICATION BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT                                                                                                                                                
|32.2           | CERTIFICATION BY CFO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT                                                                                                                                                
|3(i)(1)        | Certificate of Incorporation (1)                                                                                                                                                                                  
|3(i)(2)        | Certificate of amendment dated August 22, 2006(2)                                                                                                                                                                 
|3(1)(3)        | Certificate of Designations (Series AA Preferred)(3)                                                                                                                                                              
|3(1)(4)        | Certificate of Designations (Series B Preferred)(4)                                                                                                                                                               
|3(1)(5)        | Certificate of Amendment dated November 8, 2011                                                                                                                                                                   
|3(ii)(1)       | Bylaws(5)                                                                                                                                                                                                         
|3(ii)(2)       | Amended Bylaws dated July 3, 2008(6)                                                                                                                                                                              
|3(ii)(3)       | AMENDED AND RESTATED  BY-LAWS  OF BIO-MATRIX SCIENTIFIC GROUP, INC(7)                                                                                                                                             
|10.1           | Agreement by and between David R. Koos and Bio-Matrix Scientific Group, Inc.(8)                                                                                                                                   
|10.2           | Agreement for Purchase of Freedom Environmental Shares by and between Bombardier Pacific Ventures Inc, and   Bio-Matrix Scientific Group, Inc, (9)                                                                
|10.3           | Modified Promissory Note by and Between Bio-Matrix Scientific Group, Inc. and Bombardier Pacific Ventures Inc. dated December 21, 2008.(10)                                                                       
|10.4           | Agreement by and between Bio-Matrix Scientific Group, Inc. and Dr. Brian Koos(11)                                                                                                                                 
|10.5           | Agreement by and between Bio-Matrix Scientific Group, Inc., TherInject LLC and Dr. Stephen Josephs(12)                                                                                                            
|10.6           | Stock purchase Agreement between JB Clothing and Bio Matrix Scientific Group, Inc.(13)                                                                                                                            
|10.7           | Agreement by and Between Hazard Commercial Complex LLC and the Company(14)                                                                                                                                        
|10.8           | Asset Purchase Agreement  between Entest CA and Pet Pointers (16)                                                                                                                                                 
|10.9           | Exhibit A to Asset Purchase Agreement (17)                                                                                                                                                                        
|10.10          | Exhibit B to Asset Purchase Agreement (18)                                                                                                                                                                        
|10.11          | Employment Agreement Gregory McDonald (19)                                                                                                                                                                        
|14.1           | Code of Ethics(15)                                                                                                                                                                                                
|10.12          | Convertible Note dated 12/15/2011 (20)                                                                                                                                                                            
|10.13          | Convertible Note dated 2/28/2012 (21)                                                                                                                                                                             
|10.14          | Equity Purchase Agreement by and between the Company and Southridge Partners (22)                                                                                                                                 
|10.15          | Employment Agreement J. Christopher Mizer (23)                                                                                                                                                                    
|10.16          | Option Agreement Oregon Health & Science University (24)                                                                                                                                                          
|10.17          | Employment Agreement Thomas Ichim (25)                                                                                                                                                                            
|3(1)(6)        | Text of Amendment to Certificate of Incorporation effective August 13, 2012.                                                                                                                                      
|10.17          | Convertible Note dated 6/25/2012 (26)                                                                                                                                                                             
|3(1)(7)        | Text of Amendment to Certificate of Incorporation effective November 27, 2012                                                                                                                                     
|10.18          | Convertible Promissory Note dated August 20, 2012 (27)                                                                                                                                                            
|10.19          | Warrant Agreement dated August 20, 2012 (28)                                                                                                                                                                      
|10.20          | Settlement Agreement and Mutual Release (29)                                                                                                                                                                      
|3(1)(6)        | Certificate of Designation Series AAA Preferred Stock (30)                                                                                                                                                        
|10.21          | Worldwide Property Assignment Agreement (31)                                                                                                                                                                      
|10.22          | License Agreement (32)                                                                                                                                                                                            
|10.23          | Benitec License (33)                                                                                                                                                                                              
|10.24          | Termination letter Oregon health and Science University (34)                                                                                                                                                      
|99.1           | Letter from BAUMGARTNER PATENT LAW (35)                                                                                                                                                                           
|10.25          | Agreement with Caven Investments LLC (36)                                                                                                                                                                         
|10.26          | Independent Contractor Agreement between Dr. Eei Ping Min and Regen (37)                                                                                                                                          
|10.27          | Letter Agreement by and between Wei Ping Min and Bio-Matrix Scientific Group Inc dated May 18, 2012 ( incorporated by Reference to Exhibit 10.27 of the Company’s Form 10-k for the Year ended September 30, 2013)
|10.28          | Letter Agreement by and between James White and Bio-Matrix Scientific Group Inc dated May 16, 2012( incorporated by Reference to Exhibit 10.28 of the Company’s Form 10-k for the Year ended September 30, 2013)  
|10.29          | Letter Agreement by and between David Suhy and Regen dated September 11 2013( incorporated by Reference to Exhibit 10.29 of the Company’s Form 10-k for the Year ended September 30, 2013)                        
|10.30          | Stock Purchase Agreement dated June 24, 2014 ( incorporated by reference to Exhibit 10.1 of the company’s form 8-K dated November 7, 2014)                                                                        
|10.31          | Assignment 12/17/2014 (incorporated by Reference to Exhibit 10.31 of the Company’s Form 10-K for the year ended September 30, 2014)                                                                               
|10.32          | Assignment 12/16/2014(incorporated by Reference to Exhibit 10.32 of the Company’s Form 10-K for the year ended September 30, 2014)                                                                                
|10.33          | Assignment 11/20/2014(incorporated by Reference to Exhibit 10.33 of the Company’s Form 10-K for the year ended September 30, 2014)                                                                                
|10.34          | Consulting Agreement Dr. Christine Ichim( incorporated by Reference to Exhibit 10.34 of the Company’s Form 10-K for the year ended September 30, 2014)                                                            
|10.35          | Sublease (incorporated by Reference to Exhibit 10.35 of the Company’s Form 10-K for the year ended September 30, 2014)                                                                                            
|10.38          | StarCity Convertible Note (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q dated February 10, 2015)                                                                                          
|10.39          | Form of Note issued to LLC (incorporated by reference to Exhibit 10.2 of the Company’s Form 10-Q dated February 10, 2015)                                                                                         
|10.40          | Form of Note issued to Individual investor (incorporated by reference to Exhibit 10.3 of the Company’s Form 10-Q dated February 10, 2015)                                                                         
|10.41          | Form of Note issued to Dunhill (incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q dated February 10, 2015) Ross                                                                                



|10.42 | Caven Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated February 12, 2015)                                         
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|10.43 | Koos  Agreement(incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated February 12, 2015)                                          
|10.44 | Form of Note issued to Colorado  LLC(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated March 9, 2015)                         
|10.45 | Form of Note issued to Individual investor(incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated March 9, 2015)                   
|10.46 | Form of Note issued to Revocable Trust(incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K dated March 9, 2015)                       
|10.47 | Form of Note issued to Bio Technology Partners Business Trust(incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K dated March 9, 2015)
|10.48 | Form of Note issued to Minnesota LLC(incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K dated March 9, 2015)                         
|10.49 | Form of Note issued to David Koos(incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K dated March 9, 2015)                            
|10.50 | Form of Note issued to Dunhill Ross Partners, Inc. (incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K dated March 9, 2015)          
|10.51 | Form of Note issued to Individual investor(incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K dated March 9, 2015)                   
|10.52 | Form of Note issued to Individual investor(incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K dated March 9, 2015)                   
|10.53 | Form of Note issued to Individual investor(incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K dated March 9, 2015)                  
|10.54 | Ichim Agreement(incorporated by reference to Exhibit 10.11 of the Company’s Form 8-K dated March 9, 2015)                                             



|10.55 | Form of $50,000 Convertible Note (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated March 23, 2015) 
|----- | ----------------------------------------------------------------------------------------------------------------------------
|10.56 | Form of $100,000 Convertible Note (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated March 23, 2015)



|10.57       | Vaini Agreement(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated March 26, 2015)                                                                      
|----------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.58       | Value Quest Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated March 26, 2015)                                                               
|10.59       | Minev Letter Agreement(incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K dated March 26, 2015)                                                               
|10.60       | Gronemeyer Letter Agreement(incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K dated March 26, 2015)                                                          
|10.61       | Form of Regen Convertible Note (incorporated by reference to Exhibit 10.1 of the Company’s Form 10-Q dated May 11, 2015)                                                       
|10.62       | AGREEMENT BY AND BETWEEN REGEN BIOPHARMA, INC. AND ZANDER THERAPEUTICS, INC. (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated June 25, 2015)         
|10.63       | Amendment to Exclusive License Agreement between Regen and Benitec Australia Limited(incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated August 25, 2015)
|10.64       | Lander Agreement(incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 9, 2015)                                                                    
|3(i)CCCCXXX | Text of Amendment to Certificate of Incorporation ( incorporated by reference to Exhibit 3(i) of the Company’s Form 8-K filed October 28, 2015)                                
|3(i)VVVJJJ1 | Text of Amendment to Certificate of Designation (incorporated by reference to Exhibit 3(i)(a) of the COmpany’s Form 8-K filed October 28, 2015)                                
|10.65       | Consulting Agreement (incorporated by reference to 10.1(a) of the Company’s Form 8-K dated November 4, 2015)                                                                   



|10.65 | Form of Unit Purchase Agreement 9/10/2015 ( incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated November 23, 2015)
|----- | ----------------------------------------------------------------------------------------------------------------------------------------
|10.66 | Form of Unit Purchase Agreement 9/10/2015( incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K dated November 23, 2015) 
|10.67 | Form of Unit Purchase Agreement 11/13/2015( incorporated by reference to Exhibit 10.4 of the Company’s Form 8-K dated November 23, 2015)
|10.68 | Form of Unit Purchase Agreement 11/16/2015( incorporated by reference to Exhibit 10.5 of the Company’s Form 8-K dated November 23, 2015)
|10.69 | Letter Agreement Lorraine Gudas( incorporated by reference to Exhibit 10.6 of the Company’s Form 8-K dated November 23, 2015)           
|10.70 | Letter Agreement Stefano Bertuzzi( incorporated by reference to Exhibit 10.7 of the Company’s Form 8-K dated November 23, 2015)         
|10.71 | Letter Agreement Francesco Marincola( incorporated by reference to Exhibit 10.8 of the Company’s Form 8-K dated November 23, 2015)      
|10.72 | Letter Agreement Ralph Nachman( incorporated by reference to Exhibit 10.9 of the Company’s Form 8-K dated November 23, 2015)            
|10.73 | Letter Agreement J. Baell (incorporated by reference to Exhibit 10.10 of the Company’s Form 8-K dated November 23, 2015)                
|10.73 | Regen NCATS Agreements (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated December 16, 2015)                    
|10.74 | Form of Unit Purchase Agreement $100,000 12/3/2015 ( incorporated by reference to the Company’s Form 10-K filed 1-08-2016)              
|10.75 | Form of Unit Purchase Agreement $100,000 12/14/2015 ( incorporated by reference to the Company’s Form 10-K filed 1-08-2016)             



|(1)  | Incorporated by reference to Form 10SB dated January 2, 2001                                                                                                                                                                  
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2)  | Incorporated by reference to Form SB-2 dated July31, 2007                                                                                                                                                                     
|(3)  | Incorporated by reference to Exhibit 3(i) of Form 8-K dated July 3, 2008                                                                                                                                                      
|(4)  | Incorporated by reference to Exhibit 3(i) of Form 8-K dated August 28, 2009                                                                                                                                                   
|(5)  | Bylaws incorporated by reference to Form 10-SB filed on January 2, 2001                                                                                                                                                       
|(6)  | Amended Bylaws dated July 3, 2008 incorporated by reference to Exhibit 3(ii) of Form 8-K dated July 3, 2008                                                                                                                   
|(7)  | Incorporated by reference to Exhibit 3(ii) of Form 8-K dated August 28, 2009                                                                                                                                                  
|(8)  | Agreement by and between David R. Koos and Bio-Matrix Scientific Group, Inc. incorporated by reference to Exhibit 10 of Form 8-K dated July 3, 2008                                                                           
|(9)  | Agreement for Purchase of Freedom Environmental Shares by and between Bombardier Pacific Ventures Inc, and   Bio-Matrix Scientific Group, Inc, incorporated by reference to Exhibit 10(1) of Form 8-K dated September 29, 2008
|(10) | Modified Promissory Note by and Between Bio-Matrix Scientific Group, Inc. and Bombardier Pacific Ventures Inc. dated December 21, 2008 , incorporated by reference to Exhibit 10(1) of Form 8-K dated December 21, 2008.      
|(11) | Agreement by and between Bio-Matrix Scientific Group, Inc. and Dr. Brian Koos incorporated by reference to Exhibit 3(i) of Form 8-K dated April 28, 2009                                                                      
|(12) | Agreement by and between Bio-Matrix Scientific Group, Inc., TherInject LLC and Dr. Stephen Josephs incorporated by reference to Exhibit 10.1 of form 8-K dated August 24,2009                                                 
|(13) | Stock purchase Agreement between JB Clothing and Bio Matrix Scientific Group, Inc. incorporated by reference to Exhibit 10.1 of Form 8-K dated June 22, 2009                                                                  
|(14) | Agreement by and Between Hazard Commercial Complex LLC and the Company incorporated by reference to Exhibit 10.1 of Form 8-K dated April 19, 2010                                                                             
|(15) | Code of Ethics Incorporated by reference to Exhibit A of Form Pre 14C filed July 25, 2006                                                                                                                                     
|(16) | incorporated by reference to Exhibit 10.1 of Form 8-K dated January 6, 2011                                                                                                                                                   
|(17) | incorporated by reference to Exhibit 10.2 of Form 8-K dated January 6, 2011                                                                                                                                                   
|(18) | incorporated by reference to Exhibit 10.3 of Form 8-K dated January 6, 2011                                                                                                                                                   
|(19) | incorporated by reference to Exhibit 10.4 of Form 8-K dated January 6, 2011                                                                                                                                                   
|(20) | incorporated by reference to Exhibit 10.1 of Form 10-Q dated February 6, 2012                                                                                                                                                 
|(21) | incorporated by reference to Exhibit 10.1 of Form 10-Q dated April 23, 2012                                                                                                                                                   
|(22) | incorporated by reference to Exhibit 10.1 of Form 8-K dated May 7, 2012                                                                                                                                                       
|(23) | incorporated by reference to Exhibit 10.3 of Form 8-K dated May 7, 2012                                                                                                                                                       
|(24) | incorporated by reference to Exhibit 10.1 of Form 8-K dated June 6, 2012                                                                                                                                                      
|(25) | incorporated by reference to Exhibit 10.1 of Form 8-K dated June 25, 2012                                                                                                                                                     
|(26) | incorporated by reference to Exhibit 10.1 of Form 10-Q dated August 14, 2012                                                                                                                                                  
|(27) | incorporated by reference to Exhibit 10.1 of Form 8-K dated A ugust 22, 2012                                                                                                                                                  
|(28) | incorporated by reference to Exhibit 10.2 of Form 8-K dated August 22, 2012                                                                                                                                                   
|(29) | incorporated by reference to Exhibit 10.1 of Form 10-Q filed march 12, 2013                                                                                                                                                   
|(30) | incorporated by reference to Exhibit 3(1) of form 8-K dated April 30, 2013                                                                                                                                                    
|(31) | incorporated by reference to Exhibit 10.1 of form 8-K dated June 11, 2013                                                                                                                                                     
|(32) | incorporated by reference to Exhibit 10.2 of form 8-K dated June 11, 2013                                                                                                                                                     
|(33) | incorporated by reference to Exhibit 10.1 of form 8-K dated August 5, 2013                                                                                                                                                    
|(34) | incorporated by reference to Exhibit 10.1 of form 8-K dated August 9, 2013                                                                                                                                                    
|(35) | incorporated by reference to Exhibit 99.1 of form 8-K dated August 9, 2013                                                                                                                                                    
|(36) | incorporated by reference to Exhibit 10.1 of form 8-K dated September 3, 2013                                                                                                                                                 
|(37) | incorporated by reference to Exhibit 10.1 of form 8-K dated September 23, 2013                                                                                                                                                



3







SIGNATURES

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



| |        | Bio-Matrix Scientific
    Group, Inc.       
| | ------ | --------------------------------------------
| |        |                                             
| | By:    | /s/
    David R. Koos                       
| | Name:  | David R. Koos                               
| | Title: | President, Chairman, Chief Executive Officer
| | Date:  | January 8, 2016                             



Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf
of the Registrant and in the capacities indicated on January 8, 2016.



| |        | Bio-Matrix Scientific
    Group, Inc.                                           
| | ------ | --------------------------------------------------------------------------------
| |        |                                                                                 
| | By:    | /s/
    David R. Koos                                                           
| | Name:  | David R. Koos                                                                   
| | Title: | President, Chairman, Chief Executive Officer,
    Acting Chief Financial Officer
| | Date:  | January 8, 2016                                                                 







4