UNITED
        STATES SECURITIES AND EXCHANGE COMMISSION
  WASHINGTON,
        D. C. 20549
 
 FORM
        10-KSB
 
 ANNUAL
        REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934
 
 
 For
        the
        Year Ended September 30, 2006
 
 File
        Number:0-32201
 
 
 BIO
        MATRIX SCIENTIFIC GROUP, INC.
 (Exact
        name of registrant as specified in its charter)
 
  
 DELAWARE
              33-0824714(State
                  of jurisdiction of Incorporation)
              (I.R.S.
                  Employer Identification No.)8885
                  REHCO RD.SAN DIEGO CA
              92121(Address
                  of principal executive offices)
              (Zip
                  Code)
 (619)
        398-3517 ext. 308
 (Registrants
        telephone number, including area code)
 
 Indicate
        by check mark whether the Registrant (1) has filed all reports required to
        be
        filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
        preceding 12 months (or for such shorter period that the Registrant was required
        to file such reports) and (2) has been subject to such filing requirements
        for the past 90 days. Yes [X] No [ ]
 
 Check
        if
        there is no disclosure of delinquent filers in response to Item 405 of Regulation
        S-B is not contained in this form, and no disclosure will be contained,
        to the best of registrant's knowledge, in definitive proxy or information
        statements incorporated by reference in Part III of this Form 10-KSB or
        any
        amendment to this Form 10-KSB. Yes [X] No [ ]
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2
        of the Exchange Act). [ ]
 
 The
        issuer
        had no revenues for the year ended September 30, 2006.
 
 Aggregate
        market value of the voting stock held by non-affiliates computed by reference
        to the closing price at which the common stock sold on the Over-the-Counter
        on December 22, 2006: $1,850,827. The voting stock held by non-affiliates
        on that date consisted of 4,625,319 shares of common stock.
 
 Number
        of
        shares outstanding of each of the issuer's class of common stock as of December
        12, 2006:
 
 Common
        Stock:
        16,399,909  Preferred Stock:
        0
  1
  TABLE
        OF
        CONTENTS
 
 
 PART
                I ......................................................................
  ITEM
                1.
              DESCRIPTION
                OF BUSINESS............................................
              3ITEM
                2.
              DESCRIPTION
                OF PROPERTY............................................
              10ITEM
                3.
              DESCRIPTION
                OF PROPERTY
                ............................................
              11ITEM
                4.
              SUBMISSION
                OF MATTERS TO A VOTE OF SECURITIES
                HOLDERS...............
              11
 PART
                  II
                  ......................................................................
 ITEM
                5.
              MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...........
              11ITEM
                6.
              MANAGEMENT'S
                DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                AND RESULTS OF  OPERATIONS..............................................
              12ITEM
                7.
              FINANCIAL
                STATEMENTS...............................................
              13ITEM
                8.
              CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL
                DISCLOSURE.........................................................
              29
  PART
                  III ......................................................................
  ITEM
                9.
              DIRECTORS
                AND EXECUTIVE OFFICERS OF THE REGISTRANT.................
              30ITEM
                10.
              EXECUTIVE
                COMPENSATION.............................................
              37ITEM
                11.
              SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                MANAGEMENT.....
              37ITEM
                12.
              CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS.....................
              38ITEM
                13.
              EXHIBITS
                AND REPORTS ON FORM 8-K
                ...................................
              39ITEM
                14.
              PRINCIPAL
                ACCOUNTANT FEES AND SERVICES............................................
              40
  SIGNATURES......................................................................
              
              41
   2
  THE
        STATEMENTS CONTAINED IN THIS REPORT ON FORM 10-KSB THAT ARE NOT HISTORICAL
        FACTS
        ARE “FORWARD-LOOKING STATEMENTS (AS THAT TERM IS DEFINED IN THE PRIVATE
        SECURITIES LITIGATION REFORM ACT OF 1995), THAT CAN BE IDENTIFIED BY THE
        USE OF
        FORWARD-LOOKING WORDS SUCH AS “BELIEVES, “EXPECTS, “MAY,” “WILL,” “SHOULD,” OR
“ANTICIPATES,” OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS
        OR COMPARABLE WORDS, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND
        UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE
        FORWARD-LOOKING STATEMENTS INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING
        THE PLANNED EFFORTS TO IMPLEMENT THE COMPANY’S BUSINESS PLAN, THE STATUS OF STEM
        CELL TECHNOLOGY, OUR PLANNED MEDICAL DEVICE PRODUCTS, AND ANY OTHER EFFORTS
        THAT
        THE COMPANY INTENDS TO TAKE IN AN ATTEMPT TO GROW THE COMPANY, ENHANCE SALES,
        ATTRACT & RETAIN QUALIFIED PERSONNEL, AND OTHERWISE EXPAND THE COMPANY’S
        BUSINESS ARE NOT HISTORICAL FACTS AND ARE ONLY PREDICTIONS. NO ASSURANCES
        CAN BE
        GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE
        RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY
        EITHER
        BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR BECAUSE OF THE
        CONTINUING RISKS AND UNCERTAINTIES FACING THE COMPANY. SUCH RISKS INCLUDE,
        BUT
        ARE NOT LIMITED TO, THE FOLLOWING: BUSINESS (OR SYSTEMATIC) RISK ASSOCIATED
        WITH
        AN EARLY STAGE COMPANY, UNSYSTEMATIC RISK, AND POLITICAL RISK. FURTHER, BECAUSE
        OF THE SMALL SIZE OF THE COMPANY, THE COMPANY’S LIMITED FINANCIAL AND MANAGERIAL
        RESOURCES AND THE CONTINUING COMPETITIVE PRESSURES AND UNCERTAINT REGULATORY
        ENVIRONMENT, ANY ONE OR MORE OF THESE AND OTHER RISKS COULD CAUSE ACTUAL
        RESULTS
        TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED
        IN
        SUCH FORWARD-LOOKING STATEMENTS. ALL REFERENCES TO “WE” OR “US” CONTAINED WITHIN
        THIS FORM 10-KSB REFER TO BIO MATRIX SCIENTIFIC GROUP, INC.
  PART
        I
 ITEM
        1 - DESCRIPTION OF BUSINESS
 
 BUSINESS
        DEVELOPMENT
 
 We
        were
        organized October 6, 1998, under the laws of the State of Delaware as Tasco
        International, Inc.
 
 We
        are in
        the development stage.
 
 From
        October 6, 1998 (the date of incorporation) of to October 19, 1999, we were
        in
        the business of marketing and selling hand-made jewelry and art objects on
        the
        Internet. We conducted no operations past the development stage and did not
        generate any revenues in this business.
 
 From
        October 19, 1999 to July 3, 2006 (the date of Acquisition of BMXG) , we were
        in
        the business of providing production of visual content and other digital
        media,
        including still media, 360-degree images, video, animation and audio for
        the
        Internet.
 
 Acquisition
        of Bio Matrix Scientific group, Inc., a Nevada corporation:
 
 On
        June
        14, 2006, we and Bio-Matrix Scientific Group, Inc., a Delaware corporation
        (the
“Seller”) entered into a Stock Purchase Agreement (the “Acquisition Agreement”)
        to acquire 100% of Bio-Matrix Scientific Group, Inc., a Nevada
        corporation.
 
 Under
        the
        terms of the Acquisition Agreement and pursuant to a separate Escrow Agreement
        between us and the Seller, we delivered to the Escrow Agent the sum of
        10,000,000 shares of our common stock and other corporate and financial records
        and the Seller delivered to the Escrow Agent 25,000 shares of the common
        stock
        of Bio-Matrix Scientific Group, Inc., a Nevada corporation, its wholly owned
        subsidiary (“BMSG”). 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, our former Chairman and Chief Executive Officer, John Lauring
        returned 10,000,000 shares of the Buyer held and owned by him for
        cancellation.
 
 On
        June
        14, 2006, our former officers and directors resigned their positions and
        elected
        Dr. David R. Koos and Mr. Brian Pockett as in-coming Directors. Following
        their
        election and the reconstruction of the Board of Directors, the Buyer’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 we acquired the twenty-five thousand
        (25,000) shares of the Common Stock of BMSG from the Seller in exchange for
        the
        payment of the purchase price of 10,000,000 shares of our common stock and
        the
        10,000,000 shares of our common stock owned and held by John Lauring were
        returned to us 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.
  3
  As
          a
          result of the Acquisition Agreement, BMSG is our wholly owned subsidiary.
          We
          abandoned our efforts in the field of digital media production when we
          acquired
          100% of BMSG on July 3, 2006. 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.
 Through
        BMSG, we have developed a line of medical devices (approximately 192 disposable
        instruments for use in the plastic surgery field and stem cell research).
        The
        instruments are designed to be used to harvest adult stem cells from adipose
        (fat) tissue. We seek to market and sell these instruments to plastic surgeons
        and to offer the patients of these plastic surgeons an opportunity to store
        stem
        cells derived from adipose tissue for future medical
        treatments. We have not conducted or obtained any independent evaluation
        of the
        efficacy or likely market interest in using these instruments. Our evaluations
        have been limited to those conducted by our management without the benefit
        of
        any independent or third party professional evaluation.
  Through
        BMSG , we are currently constructing what we believe is a state-of-the art,
        FDA
        good manufacturing practices (cGMP) and good tissue practices (cGTP) compliant
        facility for the processing and cryo-storage (in liquid nitrogen) of adult
        stem
        cells. We anticipate that we will offer a similar service to expectant parents
        by offering to store their newborn’s cord blood stem cells as well. In
        undertaking these plans, we intend to offer such storage services at our
        planned
        facility. The planned facility is located at 8885 Rehco Road, San Diego,
        California 92121 and has approximately 15,000 square feet. The planned facility
        was acquired under a five year lease on December 1, 2005 at a current cost
        of
        $18,931 per month (plus certain common area costs). Under the terms of the
        lease, the lease term may be extended for an additional five year lease term
        at
        the then prevailing market prices.
 All
        of our
        current plans and strategy have been developed solely by our officers and
        Directors
 BUSINESS
        OF THE ISSUER
 
 PRINCIPAL
        PRODUCTS AND SERVICES
 We
        are
        engaged primarily in
 
 (a
        ) the
        cryogenic storage of stem cells and
 
 (b)
        the
        development of medical devices used in live tissue transfer and stem cell
        research. Live tissue transfer is the process of harvesting, treating, and
        re-injecting tissue without damaging precious living cells, potentially
        increasing the chance of tissue surviving once transplanted to a donor
        site.
 
 Stem
        Cell
        Bank
 We
        are
        currently constructing what we believe to be a state-of-the art, FDA good
        manufacturing practices (cGMP) and good tissue practices (cGTP) compliant
        facility for the processing and cryo-storage (in liquid nitrogen) of adult
        stem
        cells. We anticipate that we will offer a similar service to expectant parents
        by offering to store their newborn’s cord blood stem cells as well. In
        undertaking these plans, we intend to offer such storage services at our
        planned
        facility. This facility is located at 8885 Rehco Road, San Diego, California
        92121 and has approximately 15,000 square feet. The planned facility was
        acquired by our operating subsidiary under a five year lease on December
        1, 2005
        at a current cost of $18,931 per month (plus certain common area costs).
        Under
        the terms of the lease, the lease term may be extended for an additional
        five
        year lease term at the then prevailing market prices.
 
 Medical
        devices
 
 Through
        BMSG, we have developed a line of medical devices consisting of approximately
        192 disposable instruments for use in the plastic surgery field and stem
        cell
        research. We seek to market and sell these instruments to plastic surgeons
        and
        to offer the patients of these plastic surgeons an opportunity to store stem
        cells derived from adipose tissue for future medical treatments.
 
 BMXG
        has
        filed six provisional patent applications, one utility patent application
        and
        one international patent application. These are as follows:
  A.
        Cannula
        - This provisional patent application was filed based on BMXG’s intellectual
        property and designs relating to tubular instruments used in stem cell
        harvesting and tissue transfers.
  B.
        Tissue
        Transfer Cannula and Connectors - This provisional patent application was
        filed
        based on BMXG’s intellectual property relating to tubular instrument connectors
        used in conjunction with cannulae designed specifically for stem cell harvesting
        and tissue transfer procedures. These tissue transfer connectors will allow
        the
        transfer of tissue from a 20cc to a 3cc or 6cc or 12cc syringe for harvesting
        or
        tissue transfer procedures.
  4
 C.
        Syringe Clip - This provisional patent application was filed based on BMXG’s
        intellectual property relating to a locking device used with syringes which
        are
        connected to smaller size cannulae in stem cell harvesting and tissue transfer
        procedures. This syringe clip is designed to hold and lock the plunger on
        the
        Monoject 3cc, 6cc, 12cc, and 20cc syringes. By locking the plunger in place
        it
        protects the harvested cells until processing.
  D.
        Syringe
        Clip - This provisional patent application was filed based on BMXG’s
        intellectual property relating to a locking device used with syringes which
        are
        connected to larger sized cannulae in stem cell harvesting and tissue transfer
        procedures. This syringe clip is designed to hold and lock the plunger on
        the
        Monoject 60cc syringe by locking the plunger it protects the harvested cell
        until processing.
  E.
        Tissue
        Transfer Cannula and Connectors - This provisional patent application was
        filed
        based on BMXG’s intellectual property relating to the tubular instrumentation
        system used in stem cell harvesting and tissue transfer procedures. This
        transfer system is used to transfer human tissue from a 60cc syringe to a
        35cc
        or 20cc syringe for tissue transfer.
  F.
        Cannula
        Handle and Storage System - This provisional patent application was filed
        back
        on BMXG’s intellectual property relating to a locking device used with syringes
        which are connected to cannulae in stem cell harvesting and tissue transfer
        procedures. This cannula handle will reduce hand and arm fatigue. The handle will
        allow
        a proper flow of tissue through the cannula using an aspirator or a pull
        syringe.
  G.
        Tissue
        Transfer Cannula and Connectors - This utility patent application was filed
        based on BMXG’s previously filed provisional patent application relating to the
        aforementioned intellectual property pertaining to tubular instruments locking
        device used with syringes which are connected to cannulae in stem cell
        harvesting and tissue transfer procedures.
  H.
        Tissue
        Transfer Cannula and Connectors - This international utility patent application
        was filed in conjunction with the utility patent application mentioned in
        Item
        G
 
 Veterinary
        Division
 
 Since
        many
        of the medical devices we have developed can easily be used in veterinary
        applications, we plan to pursue opportunities in this field. Although the
        plans
        for this field are still evolving, initially we expect to only be involved
        in
        the cryogenic storage of animal stem cells. The veterinary specimens would
        be
        totally isolated from human specimens throughout the facility and stored
        in an
        entirely separate area and cryogenic storage container.
 
 The
        veterinary division would market and sell its services through other companies
        already serving the veterinary market.
 DISTRIBUTION
        METHODS OF PRODUCTS AND SERVICES
 
 We
        intend
        to market and sell our planned services to medical professionals and other
        companies that offer potential for commercial synergies. Our Subsidiary has
        entered into an agreement with Cord Blood America, Inc. (CBAI), whereby CBAI
        will market to potential clients our subsidiary’s services of adipose stem cell
        banking using the Subsidiary’s planned stem cell bank facility. Under this
        agreement, the Subsidiary has agreed to contract with Cord Blood America
        Inc. to
        marketing adult stem cell banking to its clients. This contract involves
        a
        sharing of fees charged on a 60 / 40 basis, with 60% of the fees going to
        us and
        40% going to Cord Blood America.
 Our
        marketing plan is fairly simple and our target market includes three segments:
        plastic surgeons, hospitals and medical schools. We intend to reach these
        three
        target markets through advertising and promotional efforts at medical related
        trade shows/conventions, online websites, trade publications and independent
        medical marketing entities. We have not yet commenced any marketing efforts
        to
        reach these targeted segments and we have not yet prepared a marketing budget.
        We are aware, however, that our current financial resources may limit our
        ability to fully promote the products and services that we plan to offer
        and we
        anticipate that we will need to develop and refine our marketing plans further
        before commencing these efforts.
 
 The
        primary products and services we intend to offer are: (A) our medical devices
        (consisting of over 192 disposable instruments used in stem cell procedures
        /
        tissue transfer procedures) and (B) the services to be provided by our planned
        stem cell bank.
 
 Cord
        Blood
        Banking
 
 We
        have
        received an oral commitment from Body Cell (an independent marketer) to market
        cord blood storage services through pediatricians and consumers preparing
        for
        child birth. If we are successful in completing our planned facility (which
        will
        include a processing lab) and if we are able to successfully implement our
        business plan, we may be able to generate sales revenues from these services
        in
        the near future.
 5
 Body
        Cell is currently scheduled to launch its website in September 2006 and they
        have indicated that their web site will include an in-house telephone call
        center to handle incoming telephone calls, emails and faxes. They have also
        assured us that the call center will include support staff to respond to
        questions. Using this call center, Body Cell has indicated that they will
        seek
        to use it to market and sell cord blood storage and related services. If
        Body
        Cell is successful in implementing these services, we anticipate that we
        may be
        able enter into a definitive agreement with Body Cell and develop a potential
        revenue base in offering our planned cord blood storage services to their
        customers.
 Adipose
        Derived Stem Cell Banking
 
 We
        have
        also entered into an agreement with Cord Blood America Inc. (OTCBB: CBAI)
        to
        market the collection of adipose (fat) derived stem cells to plastic and
        cosmetic surgeons. It is anticipated upon roll-out, this relationship may
        offer
        us the opportunity to utilize as many as 28 independent out-side sales
        representatives already in the field. If these efforts are successful, we
        plan
        to initiate a new web-site that can take orders, provide information, and
        respond to questions from potential customers. We have not yet completed
        work on
        the design of this planned web site, but we anticipate that the design and
        development of the web site will require careful planning and careful
        coordination with Cord Blood America to ensure that our marketing plans can
        be
        implemented on a consistent basis.
 
 Collection
        of adipose (fat) tissue from which stem cells may be harvested, must be done
        by
        a physician skilled in using a Stem Cell Collection Kit. While many physicians
        have experience in handling adipose (fat) tissue as a part
        of
        their practice as a plastic surgeon, we will need to assist and develop their
        understanding and preference for the use of our kit, instruments, and our
        stem
        cell storage services, if we are obtain a sufficient market interest in our
        planned products and services.
 
 After
        the
        stem cells are collected, they are prepared for cryo-preservation and storage.
        In order to successfully harvest stem cells intended for cryo-preservation
        and
        storage, the instruments used must be clean and free of any contaminants.
        To
        ensure that the collection process meets these requirements and to prevent
        difficulties that may arise in cryo-preservation and storage, we intend to
        provide each surgeon who undertakes to collect the stem cells, with our Stem
        Cell Collection Kit after the patient has entered into an agreement with
        us to
        store their stem cells with us.
 
 We
        anticipate that the marketing of our planned products and services will require
        that we complete several steps. First, we plan to introduce our Stem Cell
        Collection Kits to certain key physicians so as to allow them to become familiar
        with our kit, the instrumentation, and our line of products. Second, we
        anticipate that we will need to expend significant efforts to develop physician
        acceptance of our kit and instruments. Third, we will need to hire and train
        skilled marketing personnel to develop relationships with physicians that
        will
        serve to encourage physicians to use and recommend our services to their
        patients. We have not, as of this date, made any estimate for the amount
        of
        funds that will be needed to complete these marketing efforts or the anticipated
        time frame that will be required to implement these steps.
  Stem
        Cell
        / Tissue Transfer Instrumentation
 
 If
        we
        implement successfully the steps outlined above, we will look to develop
        loyalty
        among physicians who use our Stem Cell Collection Kit and attempt to convert
        them to use our complete instrumentation product line. We intend, as
        opportunities and our financial resources allow, to rely upon the 28 out-side
        CBAI sales representatives already in the field to show our complete product
        line (consisting of over 192 disposable instruments) to other physicians,
        hospitals, out patient surgery centers, and plastic surgery centers. This
        strategy may allow us many advantages to showcase our instruments for other
        procedures where there is a heighten concern for the risks of
        cross-contamination and the need for greater predictability in tissue
        manipulation. We also believe that our instruments may offer greater ease
        of use
        and clean up. These features may serve to make our instruments more attractive
        to physicians as it allows them and their staff to be more productive. We
        also
        believe that our disposable instruments may allow the medical service provider
        (such as a physician, hospital, or surgery center) an opportunity to directly
        charge the patient for instrumentation. This may offer an additional financial
        incentive to encourage physician usage and loyalty in using our instruments.
 
 6
 In
        addition to our planned website and direct marketing plans, we plan to attend
        trade shows and conventions to further introduce and promote our planned
        products and services. These trade shows and conventions will likely include
        meetings and conventions sponsored by such groups as the American Society
        of
        Plastic Surgeons Conventions, Orthopedic Surgery, and the AAPS Annual Meeting.
        These efforts will be primarily focused on introducing, establishing, building,
        and fostering relationships with the targeted segments of physicians, hospitals,
        surgery centers, plastic surgery centers, and other providers of medical
        services. These relationships will likely become critically important to
        us if
        are to develop a sufficient and sustainable revenue base for our company
        from
        the sale of our planned products and services.
 
 We
        anticipate that if we are successful in introducing and developing loyalty
        for
        our planned products and services, we will need to expend significant financial
        resources ranging from $1,750,000 to $2,000,000 or more for advertising and
        marketing expenditures over a period of at least nine months to one year
        or
        longer. There are many variables and factors that may impact the time frame
        and
        the amount of expenditures that we will need to make to introduce and develop
        loyalty with our targeted segments. We may need to adjust our plans and devote
        a
        larger amount of funds to these efforts over a longer period of time if we
        are
        not able to generate a sufficient volume of product acceptance and repeat
        sales
        that will allow us to achieve these objectives. In the event that we are
        successful in achieving these objectives, we anticipate that it may take
        an
        additional eighteen to twenty four months or longer before we may be able
        to
        achieve profitability and positive cash flow, if at all. As we assess the
        cost
        to enter a new business, with all of the uncertainties and risks associated
        with
        the offering of new products and services, while also developing, testing,
        and
        implementing marketing plans for the offering of products and services that
        are
        new, we are aware that we may be facing an ever-changing competitive environment
        from other, larger, and well-established competitors that may force us to
        examine and revise our marketing plans.
 
 STATUS
        OF
        ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE
 
 Stem
        Cell
        Bank
 
 In
        August,
        2005, BMSG signed a lease on a 14,562 sq. ft. facility. This facility, formerly
        occupied by the American Red Cross blood testing laboratories provides a
        significant infrastructure for the rapid establishment of Bio-Matrix’s core stem
        cell business. This facility will house state-of-the-art stem cell processing
        and storage laboratories
 
 The
        cryogenic storage laboratories, comprising 1050 sq. ft. have been completed.
        A
        central external liquid nitrogen supply system is also now in place at the
        facility. In addition, the first of eight liquid nitrogen stem cell storage
        tanks have been installed and is under going testing and validation.
 
 Adipose
        and cellular processing will be performed in Class 100 environments in our
        400
        sq. ft. Class 10,000 Modular Laboratory which was completed in October 2006.
        Cord blood processing will be done in Class 100 environments in Class 100,000
        Laboratory. The facility also has an area for viability testing, preparatory,
        receiving, quarantine/ chemical storage, flow cytometry and
        microbiology.
 
 To
        date,
        we have completed the following:
 
 January
        2006 - Installation and inspection of 2000 liter Perma-Cyl nitrogen tank
        complete.
 
 February
        2006 - Installation and testing of vacuum jacketed liquid nitrogen piping
        system
        complete.
 
 February
        2006 - California Medical Waste Management Plan is completed and accepted
        by the
        state of California.
 
 March
        2006
        - Installation and validation of computer lock down system and air control
        monitors at Sorrento Mesa facility thus completing the Cryogenic Storage
        Laboratories.
 
 June
        2006
        - Delivery, Installation testing and validation of CBS Isothermal liquid
        nitrogen vapor storage tank.
  November
        2006-Construction and installation of new Stem Cell Class 10,000 Processing
        Laboratory has been completed.
 
 Medical
        Devices:
 
 BMXG
        has
        filed six provisional patent applications, one utility patent application
        and
        one international patent application. These are as follows:
  7
 A.
        Cannula
        - This provisional patent application was filed based on BMXG’s intellectual
        property and designs relating to tubular instruments used in stem cell
        harvesting and tissue transfers.
  B.
        Tissue
        Transfer Cannula and Connectors - This provisional patent application was
        filed
        based on BMXG’s intellectual property relating to tubular instrument connectors
        used in conjunction with cannulae designed specifically for stem cell harvesting
        and tissue transfer procedures. These tissue transfer connectors will allow
        the
        transfer of tissue from a 20cc to a 3cc or 6cc or 12cc syringe for harvesting
        or
        tissue transfer procedures.
  C.
        Syringe
        Clip - This provisional patent application was filed based on BMXG’s
        intellectual property relating to a locking device used with syringes which
        are
        connected to smaller size cannulae in stem cell harvesting and tissue transfer
        procedures. This syringe clip is designed to hold and lock the plunger on
        the
        Monoject 3cc, 6cc, 12cc, and 20cc syringes. By locking the plunger in place
        it
        protects the harvested cells until processing.
  D.
        Syringe
        Clip - This provisional patent application was filed based on BMXG’s
        intellectual property relating to a locking device used with syringes which
        are
        connected to larger sized cannulae in stem cell harvesting and tissue transfer
        procedures. This syringe clip is designed to hold and lock the plunger on
        the
        Monojet 60cc syringe by locking the plunger it protects the harvested cell
        until
        processing.
  E.
        Tissue
        Transfer Cannula and Connectors - This provisional patent application was
        filed
        based on BMXG’s intellectual property relating to the tubular instrumentation
        system used in stem cell harvesting and tissue transfer procedures. This
        transfer system is used to transfer human tissue from a 60cc syringe to a
        35cc
        or 20cc syringe for tissue transfer.
  F.
        Cannula
        Handle and Storage System - This provisional patent application was filed
        back
        on BMXG’s intellectual property relating to a locking device used with syringes
        which are connected to cannulae in stem cell harvesting and tissue transfer
        procedures. This cannula handle will reduce hand and arm fatigue. The handle
        will allow a proper flow of tissue through the cannula using an aspirator
        or a
        pull syringe.
  G.
        Tissue
        Transfer Cannula and Connectors - This utility patent application was filed
        based on BMXG’s previously filed provisional patent application relating to the
        aforementioned intellectual property pertaining to tubular instruments locking
        device used with syringes which are connected to cannulae in stem cell
        harvesting and tissue transfer procedures.
  H.
        Tissue
        Transfer Cannula and Connectors - This international utility patent application
        was filed in conjunction with the utility patent application mentioned in
        Item
        G
 
 COMPETITIVE
        BUSINESS CONDITIONS AND THE SMALL BUSINESS ISSUER'S COMPETITIVE POSITION
        IN THE
        INDUSTRY AND METHODS OF COMPETITION
 
 We
        face
        intense and ever-changing competition from many other established local,
        regional and national companies. Many of these companies, such as Cryo-Cell
        International Inc., California Cryo-Bank, Cord Blood Registry, Inc. and Viacord
        are competitors who possess significantly greater financial, managerial,
        and
        marketing resources. Given our small size, changing technology, and our limited
        resources, the intensity of competition will likely continue for the foreseeable
        future. This may limit our ability to introduce and market our products,
        limit
        our ability to price our planned products and services, and, ultimately,
        our
        ability to generate
        and sustain sufficient sales revenues that would allow us to achieve
        profitability and positive cash flow.
 
 These
        competitors have, in many cases, completed or implemented strategies that
        may
        provide them with a greater ability and a more diversified business strategy
        that will allow them to better respond to product and market changes and
        other
        variables in this new industry.
 
 Competitive
        conditions and the industry structure are likely to further change as
        comparative technologies, cost factors, and regulatory issues develop. These
        and
        other risks and uncertainties are likely to have a continuing direct impact
        on
        the Registrant in implementing its business plan.
 
 SOURCES
        AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF PRINCIPAL
        SUPPLIERS
 
 We
        source
        materials from a variety of vendors as the materials required by us are widely
        available on competitive terms and conditions.
 
 DEPENDENCE
        ON ONE OR A FEW MAJOR CUSTOMERS
 
 We
        have
        not, as of the date of this document, sold any products or services. We do
        not
        anticipate dependence on one or a few major customers upon commencement of
        sales.
 
 8
 PATENTS,
          TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR
          CONTRACTS, INCLUDING DURATION
 
 None
 GOVERNMENT
        REGULATIONS
 
 The
        U.S.
        Food and Drug Administration (FDA) regulations require that all human tissue
        and
        cellular products be manufactured according to Good Tissue Practice (cGTP).
        FDA
        code of Federal regulations 21 CFR part1271 was effective May 2005). As
        currently planned, the Registrant, through its Subsidiary, plans to manufacture
        human cellular based products for future, as yet undefined, medical treatments
        in accordance with this regulation. Good tissue practices requires that all
        tissue based and cellular products be manufactured to minimize the transmission
        of diseases including hepatitis and HIV. All tissue banks (including those
        banking cellular based products) must register with the FDA prior to
        commencement of such product manufacture and their associated services and
        be
        compliant.
 
 We
        anticipate that we will be required to register with the 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. Stem cell banking is also subject to State Regulations. We will be
        applying initially for a California State License.
 
 Registration
        with the FDA
 
 Prior
        to
        registering, the Registrant and all building construction and laboratory
        infrastructure that are used in these activities must be complete as well
        having
        a comprehensive quality system in place compliant with FDA cGMP and cGTP
        regulations. The Registrant anticipates completing building and laboratory
        improvements near term and a compliant quality system will be in place also
        at
        this time, although there is no assurance that the Registrant will do so.
        FDA
        registration will occur on completion of the above and is considered complete
        at
        time of receipt and recording by this Agency.
 
 California
        State licensure
 
 If
        we are
        able to complete the construction and tenant improvements, and purchase and
        install the necessary equipment and fixtures at our planned facility, and
        to the
        extent that we are able, we will seek to obtain registration for licensure
        in
        the State of California simultaneously with that of the FDA. We anticipate
        that
        our registration will be complete upon receipt of the application and fees
        by
        the State of California Department of Health. We currently anticipate receiving
        necessary licenses from the State of California after the facility is inspected
        and approved. In that event, we anticipate that we may obtain a state license
        within approximately two to six weeks after receipt of application, based
        on our
        current assessments and the information we have received from Department
        of
        Health.
 
 We
        are
        aware that despite these plans and the information that we have developed
        regarding regulatory and licensing requirements, regulatory and licensing
        requirements are subject to continuing changes. The U.S. Food and Drug
        Administration (FDA) regulates companies or other businesses engaged in the
        manufacture of human tissue or cellular products. Currently, these products
        must
        be manufactured in compliance with the FDA 21CFR part 1271. This regulation
        seeks to minimize the risk of transmission of diseases that can be transmitted
        due to transplantation or transfusion of human tissue or cellular products
        such
        as hepatitis and HIV. These Federal regulations may have an adverse impact
        on
        the current stem cell banking industry. There is significant cost associated
        with compliance to any code of Federal regulations (CFR). Only those companies
        that have the financial resources to implement and maintain comprehensive
        quality programs for both Good Manufacturing Processes (cGMPs) and Good Tissue
        Practice (cGTP) will be able to establish such a business. While we believe
        that
        our plans, if implemented successfully, will allow us to satisfy our obligations
        under these regulations, we cannot assure you that we will continue to satisfy
        federal and state regulatory requirements or that the cost of satisfying
        these
        and future regulatory requirements can be achieved without undue and
        unacceptable expense to us.
 
 The
        environmental laws that impact us currently concern the following:
  1.
        Disposition of biohazardous waste.
  2.
        Emission control from an electricity generator to be installed for backup
        power
        at the planned facility.
 
 9
 Biohazardous
          waste (human tissue, blood and other body fluids) will be disposed of according
          to laws of the State of California. State licensed contactors will be used.
          The
          cost of biohazardous waste disposal is proportional to the weight of
          biohazardous material generated in a facility. It is estimated that in
          the
          start-up phase of our planned operations that the cost attributable to
          disposal
          of biohazardous waste will be approximately $1000 per month. No other waste
          material, such as chemical or radioactive waste will be generated at our
          planned
          facility.
 
 The
        State
        of California requires that all electrical generators utilizing fossil fuels
        be
        in compliance with all State and local clean air requirements. A new generator
        will need to be installed at our planned facility that will comply with all
        Federal, State and local regulations. No significant budgetary impact is
        foreseen on the cost of acquisition of back-up power at our planned facility
        that will be in compliance with all local, State and Federal
        regulations.
 
 EFFECT
        OF
        EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS
 
 Evolving
        legislation may materially adversely affect our business. The Food and Drug
        Administration (FDA) regulates companies or other businesses engaged in the
        manufacture of human tissue or cellular products. These products must be
        manufactured in compliance with the FDA 21CFR part 1271. This regulation
        seeks
        to minimize the risk of transmission of diseases that can be transmitted
        due to
        transplantation or transfusion of human tissue or cellular products such
        as
        hepatitis and HIV. These Federal regulations may have an impact on the current
        stem cell banking industry. There is significant cost associated with compliance
        to any code of Federal regulations (CFR). Only those Companies that have
        the
        financial resources to implement comprehensive quality programs for both
        Good
        Manufacturing Processes (cGMPs) and Good Tissue Practice (cGTP) will be able
        to
        establish such a business. There is the possibility that other legislation
        may
        be enacted which will affect our business.
 
 RESEARCH
        AND DEVELOPMENT
 
 During
        the
        twelve months ended September 30, 2006, we expended $27,675 on research and
        development. During the twelve months ended September 30, 2005, we expended
        $0
        on research and development
 
 NUMBER
        OF
        TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES
 
 As
        of
        January 8 2007, we have eight total employees and eight full time
        employees.
 
 ITEM
        2 - DESCRIPTION OF PROPERTY
 
 In
        August,
        2005, BMSG signed a lease on a 14,562 sq. ft. facility located at 8885 Rehco
        Rd., San Diego CA 92121. This facility houses our stem cell processing and
        storage laboratories as well as our executive offices.
 
 The
        cryogenic storage laboratories, comprising 1050 sq. ft. have been completed.
        A
        central external liquid nitrogen supply system is also now in place at the
        facility. In addition, the first of eight liquid nitrogen stem cell storage
        tanks have been installed and is under going testing and validation.
 
 Adipose
        and cellular processing will be performed in Class 100 environments in our
        400
        sq. ft. Class 10,000 Modular Laboratory which was completed in October 2006.
        Cord blood processing will be done in Class 100 environments in our Class
        100,000 Laboratory. The facility also has an area for viability testing,
        preparatory, receiving, quarantine/ chemical storage, flow cytometry and
        microbiology.
 
 To
        date,
        we have completed the following:
 
 January
        2006 - Installation and inspection of 2000 liter Perma-Cyl nitrogen tank
        complete.
 
 February
        2006 - Installation and testing of vacuum jacketed liquid nitrogen piping
        system
        complete.
 
 February
        2006 - California Medical Waste Management Plan is completed and accepted
        by the
        state of California.
 
 10
 March
        2006 - Installation and validation of computer lock down system and air control
        monitors at Sorrento Mesa facility thus completing the Cryogenic Storage
        Laboratories.
 
 June
        2006
        - Delivery, Installation testing and validation of CBS Isothermal liquid
        nitrogen vapor storage tank.
 
 November
        2006-Construction and installation of new Stem Cell Class 10,000 Processing
        Laboratory has been completed
  ITEM
        3 - LEGAL PROCEEDINGS
 
 None
 
 ITEM
        4-SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS .
 
 None
 
 PART
        II
 
 
 ITEM
        5 -MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS
 
 Market
        for
        Common Shares
 Our
        common
        stock is traded on the OTCBB under the symbol "BMSN". Prior to September
        5, 2006
        our Common Stock traded under the symbol "THII".
  2005
                First
                  Quarter
                Second
                  Quarter
                Third
                  Quarter
                Fourth
                  Quarter
                
                2006
                First
                  Quarter
                Second
                  QuarterThird Quarter
                Fourth
                  Quarter
              High
                
                
                3.55
                3.25
                
                
                3.00
                3.00
                3.19
                2.00
              Low
                
                
                0.12
                2.75
                
                
                1.50
                1.26
                1.51
                0.49
  Holders
 As
        of
        December 14, 2006 there were approximately 500 holders of our Common
        Stock
 
 Dividends
 
 No
        dividends were paid during the fiscal year ending September 30, 2006. We
        do not
        expect to declare dividends in the immediate future.
 
 Recent
        Sales of Unregistered Equity Securities
 
 On
        June
        13, 2006, the Company issued 10,000,000 shares of common stock into Escrow
        in
        connection with the acquisition of BSMG. The shares were issued pursuant
        to
        Section 4(2) of the Securities Act of 1933, as amended. The consideration
        for
        these shares was 100% of the outstanding share capital of BMSG.
  11
 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 and Sale of
        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
        October
        12, 2006, we 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 us. 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 and Sale of
        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.
  As
        further
        consideration to BMXP Holdings, Inc. Holdings Inc. for entering into this
        agreement with us whereby 1,462,570 common shares were to be issued in full
        satisfaction of debts owed (“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 Holdings, Inc. shall have the right, upon written demand to the Company
        (“Registration Demand”), to cause us , within ninety days of the Registration
        Demand, to prepare and file with the United States Securities and Exchange
        Commission 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 Holdings, Inc. (“Registerable
        Securities”), in order that the Registerable Securities may be distributed to
        BMXP Holdings, Inc. 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
        Holdings, Inc.), 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 Holdings, Inc. has transferred ownership of the
        Registerable Securities in trust for the BMXP Holdings, Inc. Record
        Shareholders
 
 On
        December 5, 2006 we 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.
 
 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 and Sale of
        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.
 
 ITEM
        6- MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION.
 
 Our
        cash
        balance as of December 14, 2007 is $48,250. We anticipate that we will require
        at least $1,750,000 to $2,000,000 in additional financing or more to implement
        our business strategy over the next twelve months. While we have had discussions
        with potential sources of additional financing, we cannot assure you that
        we
        will be successful in obtaining additional capital, or if we obtain additional
        capital, that we can do so on reasonable terms.
 
 Further
        and in the event that we obtain the additional financing to implement our
        strategy, we anticipate that it may take 12 to 18 months or more before we
        may
        able to develop sufficient sales revenue before operating and other losses
        may
        be minimal.
  Our
        current plans are subject to change as we review and re-evaluate opportunities
        in the marketplace. However, in the event that we are successful in obtaining
        additional financing in sufficient amounts, if we are able to obtain additional
        financing on reasonable terms, and if we can successfully implement our business
        plan, we intend to undertake the following research and development activities
        over the period beginning in January, 2007 and ending twelve months
        thereafter:
 
 1.)
        Refine
        instrumentation product line (including further development of veterinary
        instrumentation)
 2.)
        Research and Development efficiency models for stem cell related cryogenic
        systems
  These
          time
          frames and our objectives are subject to change as we review and re-evaluate
          market conditions and opportunities.
 12
 ITEM
        7- FINANCIAL STATEMENTS
 
 
 REPORT
        OF
        INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 TO
        THE
        BOARD OF DIRECTORS AND STOCKHOLDERS
 BIO-MATRIX
        SCIENTIFIC GROUP, INC.
 (FORMERLY
        TASCO INTERNATIONAL, INC.)
 (A
        DEVELOPMENT STAGE COMPANY)
 
 WE
        HAVE
        AUDITED THE ACCOMPANYING CONSOLIDATED BALANCE SHEET OF BIO-MATRIX SCIENTIFIC
        GROUP, INC. AND SUBSIDIARY (FORMERLY TASCO INTERNATIONAL, INC.) (A DEVELOPMENT
        STAGE “COMPANY”) AS OF SEPTEMBER 30, 2006 AND THE RELATED CONSOLIDATED
        STATEMENTS OF OPERATIONS, CHANGES IN SHAREHOLDERS’ EQUITY AND CASH FLOWS FOR THE
        YEAR THEN ENDED, AND FOR THE PERIOD FROM OCTOBER 6, 1998 (INCEPTION) TO
        SEPTEMBER 30, 2006. THESE CONSOLIDATED FINANCIAL STATEMENTS ARE THE
        RESPONSIBILITY OF THE COMPANY’S MANAGEMENT. OUR RESPONSIBILITY IS TO EXPRESS AN
        OPINION ON THESE CONSOLIDATED FINANCIAL STATEMENTS BASED ON OUR AUDIT. THE
        CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AS OF SEPTEMBER 30, 2005,
        AND
        FOR THE PERIOD FROM OCTOBER 6, 1998 (INCEPTION) TO SEPTEMBER 30, 2005 WERE
        AUDITED BY OTHER AUDITORS WHOSE REPORT DATED DECEMBER 28, 2005, EXPRESSED
        AN
        UNQUALIFIED OPINION ON THOSE STATEMENTS. THEIR REPORT INCLUDED AN EXPLANATORY
        PARAGRAPH REGARDING GOING CONCERN.
 
 WE
        CONDUCTED OUR AUDIT IN ACCORDANCE WITH THE STANDARDS OF THE PUBLIC COMPANY
        ACCOUNTING OVERSIGHT BOARD (UNITED STATES). THOSE STANDARDS REQUIRE THAT
        WE PLAN
        AND PERFORM THE AUDIT TO OBTAIN REASONABLE ASSURANCE ABOUT WHETHER THE FINANCIAL
        STATEMENTS ARE FREE OF MATERIAL MISSTATEMENT. AN AUDIT INCLUDES EXAMINING,
        ON A
        TEST BASIS, EVIDENCE SUPPORTING THE AMOUNTS AND DISCLOSURES IN THE FINANCIAL
        STATEMENTS. AN AUDIT ALSO INCLUDES ASSESSING THE ACCOUNTING PRINCIPLES USED
        AND
        SIGNIFICANT ESTIMATES MADE BY MANAGEMENT, AS WELL AS EVALUATING THE OVERALL
        FINANCIAL STATEMENT PRESENTATION. WE BELIEVE THAT OUR AUDIT PROVIDES A
        REASONABLE BASIS FOR OUR OPINION.
 
 IN
        OUR
        OPINION, THE CONSOLIDATED FINANCIAL STATEMENTS REFERRED TO ABOVE PRESENT
        FAIRLY,
        IN ALL MATERIAL RESPECTS, THE CONSOLIDATED FINANCIAL POSITION OF BIO-MATRIX
        SCIENTIFIC GROUP, INC. AND SUBSIDIARY AS OF SEPTEMBER 30, 2006, AND THE RESULTS
        OF ITS OPERATION AND ITS CASH FLOWS FOR THE YEAR THEN ENDED AND FOR THE PERIOD
        FROM 6, 1998 (INCEPTION) TO SEPTEMBER 30, 2005 IN CONFORMITY WITH U.S. GENERALLY
        ACCEPTED ACCOUNTING PRINCIPLES.
 
 THE
        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’S LOSSES FROM OPERATIONS RAISE SUBSTANTIAL
        DOUBT ABOUT ITS ABILITY TO CONTINUE AS A GOING CONCERN. THE CONSOLIDATED
        FINANCIAL STATEMENTS DO NOT INCLUDE ANY ADJUSTMENTS THAT MIGHT RESULT FROM
        THE
        OUTCOME OF THIS UNCERTAINTY.
 
  S/CHANG
        G.PARK
 _______
 CHANG
        G.
        PARK, CPA
 
 JANUARY
        4,
        2007
 SAN
        DIEGO,
        CA. 91910
 
 
 13
  **BIO-MATRIX
                  SCIENTIFIC GROUP, INC. AND SUBSIDIARY****(FORMERLY
                  TASCO INTERNATIONAL, INC.)****(A
                  Development Stage Company)****Consolidated
                  Balance Sheets**
  As of
                
                
                As
                    ofSeptember
                    30,
                
                
                September
                    30,2006
                
                
                2005**ASSETS****Current
                  Assets**Cash
                
                $
                22,641
                
                $
                -Prepaid
                    expenses
                
                
                20,207
                
                
                -**Total
                    Current Assets**
                
                
                42,848
                
                
                -**Property
                    & Equipment, net**
                
                
                340,557
                
                
                -**Other
                    Asset-Security deposit**
                
                
                29,127
                
                
                -**TOTAL
                    ASSETS**
                
                $
                412,532
                
                $
                **-****LIABILITIES
                    & STOCKHOLDERS' EQUITY (DEFICIT)****Current
                    Liabilities**Accounts
                    payable
                
                $
                91,079
                
                $
                1,743Loan
                    from former parent
                
                
                1,195,196
                
                
                -Notes
                    payable
                
                
                148,952
                
                
                -Accrued
                    taxes
                
                
                16,460
                
                
                -Accrued
                    interest
                
                
                1,368
                
                
                -**Total
                    Current Liabilities**
                
                
                1,453,055
                
                
                1,743**TOTAL
                    LIABILITIES**
                
                
                1,453,055
                
                
                1,743**Stockholders'
                    Equity (Deficit)**Preferred
                    stock, ($.0001 par value authorized 20,000,000 shares authorized;
                    none
                    issued and outstanding.)
                
                
                -
                
                
                -Common
                    stock, ($.0001 par value authorized 80,000,000 shares authorized;
                    13,385,000 and 12,780,000 shares issued and outstanding as of
                    September
                    30, 2006 and 2005)
                
                
                1,339
                
                
                1,278Additional
                    paid-in capital
                
                
                30,375,584
                
                
                31,895Deficit
                    accumulated during development stage
                
                
                (31,417,446
                )
                
                (34,916
                )**Total
                    Stockholders' Equity (Deficit)**
                
                
                (1,040,523
                )
                
                (1,743
                )**TOTAL
                    LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)**
                
                $
                412,532
                
                $
                **-**
   The
        accompanying Notes are an integral part of these financial
        statements
  14
  **BIO-MATRIX
                  SCIENTIFIC GROUP, INC. AND SUBSIDIARY****(FORMERLY
                  TASCO INTERNATIONAL, INC.)****(A
                  Development Stage Company)****Consolidated
                  Statements of Operations****Year
                      Ended**
                    **September
                      30,**
                  **2006**
              
              
              **Year
                      Ended**
                    **September
                      30,**
                  **2005**
              
              
              **October
                          6, 1998**
                        **(inception)
                          **through****
                    **September
                      30,**
                  **2006****Revenues**Revenues
              
              $
              -
              
              $
              -
              
              $
              1,000**Total
                  Revenues**
              
              
              -
              
              
              -
              
              
              1,000**Cost
                  and expenses**Research
                  and development
              
              
              27,675
              
              
              
              
              
              27,675General
                  and administrative
              
              
              790,754
              
              
              6,667
              
              
              826,695Depreciation
                  and amortization
              
              
              333
              
              
              
              
              
              333Consulting
                  and professional fees
              
              
              790,635
              
              
              
              
              
              790,635Impairment
                  of goodwill and intangible assets
              
              
              29,777,222
              
              
              -
              
              
              29,777,222**Total
                  cost and Expenses**
              
              
              31,386,619
              
              
              6,667
              
              
              31,422,560**Other
                  Income & (Expenses)**Cancellation
                  of debts
              
              
              5,443
              
              
              
              
              
              5,443Interest
                  income
              
              
              14
              
              
              
              
              
              39Interest
                  expense
              
              
              (1,368
              )
              
              -
              
              
              (1,368
              )**Total
                  Other Income & (Expenses)**
              
              
              4,089
              
              
              -
              
              
              4,114**Net
                  Loss**
              
              $
              (31,382,530
              )
              $
              (6,667
              )
              $
              (31,417,446
              )**Basic
                  loss per share**
              
              $
              (2.45
              )
              $
              (0.00
              )**Weighted
                  average number of****common
                  shares outstanding**
              
              
              12,820,493
              
              
              12,780,000
 
 The
        accompanying Notes are an integral part of these financial
        statements
  15
 **BIO-MATRIX
                  SCIENTIFIC GROUP, INC. AND SUBSIDIARY****(FORMERLY
                  TASCO INTERNATIONAL, INC.)****(A
                  Development Stage Company)****Consolidated
                  Statements of Changes in Stockholders' Equity
                  (Deficit)****From
                  October 6, 1998 (inception) through September 30,
                  2006****Common**
                  **Stock**
              
              
              **Common**
                    **Stock**
                  **Amount**
              
              
              **Additional**
                    **Paid
                      - in**
                  **Capital**
              
              
              **Deficit**
                        **Accumulated**
                      **During**
                    **Development**
                  **Stage**
              
              
              **Total**
                ****Stock
                  issued for cash on October 6,1998
                  @ $0.0001 per share
              
              
              1,000,000
              
              $
              100
              
              $
              (90
              )
              $
              -
              
              $
              10Stock
                  issued for cash on October 9,1998
                  @ $0.0001 per share
              
              
              1,300,000
              
              
              130
              
              
              1,170
              
              
              -
              
              
              1,300Stock
                  issued for cash on October 12,1998
                  @ $0.0001 per share
              
              
              190,000
              
              
              19
              
              
              171
              
              
              -
              
              
              190Stock
                  issued for cash on April 1,1999
                  @ $0.0001 per share
              
              
              290,000
              
              
              29
              
              
              261
              
              
              -
              
              
              290Net
                  loss, October 6, 1998 (inception)through
                  September 30, 1999
              
              
              
              
              
              
              
              
              
              
              
              (295
              )
              
              (295
              )**Balance,
                  September 30, 1999**
              
              
              **2,780,000**
              
              
              **278**
              
              
              **1,512**
              
              
              **(295**
              **)**
              
              **1,495**Stock
                  issued for cash on October 19,1999
                  @ $0.01 per share
              
              
              10,000,000
              
              
              1,000
              
              
              9,000
              
              
              
              
              
              10,000Net
                  loss, October 1, 1999 throughSeptember
                  30, 2000
              
              
              
              
              
              
              
              
              
              
              
              (367
              )
              
              (367
              )**Balance,
                  September 30, 2000**
              
              
              **12,780,000**
              
              
              **1,278**
              
              
              **10,512**
              
              
              **(662**
              **)**
              
              **11,128**Net
                  loss, October 1, 2000 throughSeptember
                  30, 2001
              
              
              
              
              
              
              
              
              
              
              
              (11,028
              )
              
              (11,028
              )**Balance,
                  September 30, 2001**
              
              
              **12,780,000**
              
              
              **1,278**
              
              
              **10,512**
              
              
              **(11,690**
              **)**
              
              **100**Net
                  loss, October 1, 2001 throughSeptember
                  30, 2002
              
              
              
              
              
              
              
              
              
              
              
              (4,257
              )
              
              (4,257
              )**Balance,
                  September 31, 2002**
              
              
              **12,780,000**
              
              
              **1,278**
              
              
              **10,512**
              
              
              **(15,947**
              **)**
              
              **(4,157**
              **)**Net
                  loss, October 1, 2002 throughSeptember
                  30, 2003
              
              
              
              
              
              
              
              
              
              
              
              (4,328
              )
              
              (4,328
              )**Balance,
                  September 30, 2003**
              
              
              **12,780,000**
              
              
              **1,278**
              
              
              **10,512**
              
              
              **(20,275**
              **)**
              
              **(8,485**
              **)**Contributed
                  capital
              
              
              
              
              
              
              
              
              12,362
              
              
              
              
              
              12,362Net
                  loss, October 1, 2003 throughSeptember
                  30, 2004
              
              
              
              
              
              
              
              
              
              
              
              (7,974
              )
              
              (7,974
              )**Balance,
                  September 30, 2004**
              
              
              **12,780,000**
              
              
              **1,278**
              
              
              **22,874**
              
              
              **(28,249**
              **)**
              
              **(4,097**
              **)**Contributed
                  capital
              
              
              
              
              
              
              
              
              9,021
              
              
              
              
              
              9,021Net
                  loss, October 1, 2004 throughSeptember
                  30, 2005
              
              
              
              
              
              
              
              
              
              
              
              (6,667
              )
              
              (6,667
              )**Balance,
                  September 30, 2005**
              
              
              **12,780,000**
              
              **$**
              **1,278**
              
              **$**
              **31,895**
              
              **$**
              **(34,916**
              **)**
              **$**
              **(1,743**
              **)**Stock
                  cancelled June 13, 2006
              
              
              (10,000,000
              )
              
              (1,000
              )
              
              -
              
              
              
              
              
              (1,000
              )Stock
                  issued June 13, 2006
              
              
              10,000,000
              
              
              1,000
              
              
              28,999,000
              
              
              
              
              
              29,000,000Stock
                  issued for services
              
              
              305,000
              
              
              31
              
              
              759,719
              
              
              
              
              
              759,750Stock
                  issued for compensation
              
              
              300,000
              
              
              30
              
              
              584,970
              
              
              
              
              
              585,000Net
                  loss, October 1, 2005 throughSeptember
                  30, 2006
              
              
              
              
              
              
              
              
              
              
              
              (31,382,530
              )
              
              (31,382,530
              )**Balance,
                  September 30, 2006**
              
              
              **13,385,000**
              
              **$**
              **1,339**
              
              **$**
              **30,375,584**
              
              **$**
              **(31,417,446**
              **)**
              **$**
              **(1,040,523**
              **)**
 The
        accompanying Notes are an integral part of these financial
        statements
  16
 **BIO-MATRIX
                  SCIENTIFIC GROUP, INC. AND SUBSIDIARY****(FORMERLY
                  TASCO INTERNATIONAL, INC.)****(A
                  Development Stage Company)****Consolidated
                  Statements of Cash Flows**
 **Year
                        Ended**
                    **September
                            30,**
                        2006
                
                
                **Year
                      Ended**
                    **September
                      30,**
                    **2005**
                
                
                **October
                      6, 1998**
                    **(inception)****through**
                    **September
                      30,**
                    **2006****CASH
                    FLOWS FROM OPERATING ACTIVITIES**Net
                    (loss)
                
                $
                (31,382,530
                )
                $
                (6,667
                )
                $
                (31,417,446
                )Adjustments
                    to reconcile net loss to net cash (used in) providedby
                    operating activities:Impairment
                    of goodwill and intangible asset
                
                
                29,777,222
                
                
                
                
                
                29,777,222Depreciation
                    expense
                
                
                333
                
                
                -
                
                
                333Stock
                    issued for compensation
                
                
                585,000
                
                
                -
                
                
                585,000Stock
                    issued for services
                
                
                759,750
                
                
                -
                
                
                759,750Cancellation
                    of debts
                
                
                (5,443
                )
                
                
                
                
                (5,443
                )Changes
                    in operating assets and liabilities:(Increase)
                    decrease in prepaid expenses
                
                
                (20,207
                )
                
                -
                
                
                (20,207
                )Increase
                    (Decrease) in Accounts Payable
                
                
                89,336
                
                
                (2,669
                )
                
                91,079Increase
                    (Decrease) in Accrued Expenses
                
                
                17,828
                
                
                -
                
                
                17,828(
                    Increase) Decrease in Deposits
                
                
                (29,127
                )
                
                -
                
                
                (29,127
                )***Net
                    Cash Provided by (Used in) Operating
                    Activities***
                
                
                **(207,838**
                **)**
                
                **(9,336**
                **)**
                
                **(241,011**
                **)****CASH
                    FLOWS FROM INVESTING ACTIVITIES**Purchases
                    of fixed assets
                
                
                (340,890
                )
                
                -
                
                
                (340,890
                )Purchases
                    of Intangible assets
                
                
                (29,777,222
                )
                
                -
                
                
                (29,777,222
                )***Net
                    Cash Provided by (Used in) Investing
                    Activities***
                
                
                **(30,118,112**
                **)**
                
                **-**
                
                
                **(30,118,112**
                **)****CASH
                    FLOWS FROM FINANCING ACTIVITIES**Common
                    stock issued for cash
                
                
                -
                
                
                
                
                
                1,278Additional
                    paid in Capital
                
                
                29,004,443
                
                
                9,021
                
                
                29,036,338Principal
                    borrowings on notes
                
                
                148,952
                
                
                -
                
                
                148,952Net
                    borrowings from related parties
                
                
                1,195,196
                
                
                -
                
                
                1,195,196***Net
                    Cash Provided by (Used in) Financing
                    Activities***
                
                
                **30,348,591**
                
                
                **9,021**
                
                
                **30,381,764*****Net
                    Increase (Decrease) in Cash***
                
                
                **22,641**
                
                
                **(315**
                **)**
                
                **22,641*****Cash
                    at Beginning of Year***
                
                
                **-**
                
                
                **315**
                
                
                **-*****Cash
                    at End of Year***
                
                $
                22,641
                
                $
                **-**
                
                
                **22,641*****Supplemental
                    Cash Flow Disclosures:***Cash
                    paid during period for interest
                
                $
                -
                
                $
                -
                
                $
                -Cash
                    paid during period for taxes
                
                $
                800
                
                $
                800
                
                $
                800Significant
                    non cash disclosure items:
                
                
                -Stock
                    issued for services and compensation
                
                
                1,344,750
                
                
                
                
                
                1,344,750Increase
                    in goodwill and intangible assets
                
                
                29,777,222
                
                
                
                
                
                29,777,222
  The
        accompanying Notes are an integral part of these financial
        statements
 17
  BIO-MATRIX
        SCIENTIFIC GROUP, INC. AND SUBSIDIARY
 (Formerly
        Tasco International, Inc.)
 (A
        Development Stage Company)
 Notes
        to
        consolidated Financial Statements
 As
        of
        September 30, 2006
 
 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
        June 3,
        2006 the Company abandoned its efforts in the field of digital media production
        when it acquired 100% of the share capital of Bio-Matrix Scientific Group,
        Inc.,
        a Nevada corporation.
 
 Bio-Matrix
        Scientific Group, Inc. (“BMSG”) is a development stage company in the business
        of designing, developing, and marketing medical devices, specifically disposable
        instruments used in stem cell extraction and tissue transfer procedures and
        operating cryogenic cellular storage facilities, specifically stem cell banking
        facilities. BMSG is the Company’s only subsidiary and operating entity at this
        time.
 
 
 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, through its wholly owned subsidiary
        devotes substantially all of its efforts in the development of its plan to
        operate in the field of the development, manufacture and marketing of medical
        devices and the operation of cellular storage facilities, specifically stem
        cell
        banking facilities.
  18
  BIO-MATRIX
        SCIENTIFIC GROUP, INC. AND SUBSIDIARY
 (Formerly
        Tasco International, Inc.)
 (A
        Development Stage Company)
 Notes
        to
        consolidated Financial Statements
 As
        of
        September 30, 2006
 (continued)
 
 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 of all of the deferred
        tax assets will be realized. Deferred tax assets and liabilities are adjusted
        for the effects of changes in tax laws and rates on the date of
        enactment.
 
 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.
  19
  BIO-MATRIX
        SCIENTIFIC GROUP, INC. AND SUBSIDIARY
 (Formerly
        Tasco International, Inc.)
 (A
        Development Stage Company)
 Notes
        to
        consolidated Financial Statements
 As
        of
        September 30, 2006
 (continued)
  H.
        VALUATION OF GOODWILL
 
 In
        accordance with SFAS No. 142, goodwill and other intangible assets with
        indefinite lives are not amortized, they are instead tested for impairment
        annually or whenever events or changes in circumstances indicate that the
        asset
        may be impaired. The Company performed an evaluation of goodwill and intangible
        assets in the fourth quarter of the twelve months ended September 30, 2006
        which
        resulted in impairment charges of $29, 777,222.
 
 
 NOTE
        3.
        Property and equipment
 
 Property
        and equipment as of September 30, 2006 consists of the following:
  2006Acquisition
                    cost:Production
                    Equipment
                
                US$
                93,315Production
                    Cleanroom
                
                
                56,917Leasehold
                    improvement
                
                
                185,482Office
                    equipment
                
                
                3,057Computer
                
                
                2,668Subtotal
                
                
                341,439Less
                    accumulated depreciation
                
                
                882Total
                
                US$
                340,557
 NOTE
        4.
        WARRANTS AND OPTIONS
 
 As
        of
        September 30, 2006 there were no warrants or options outstanding to acquire
        any
        additional shares of common or preferred stock.
 
 On
        July
        17, 2006 the Company signed a public relations agreement with OTCFN which
        called
        for the issuance of an option agreement for 200,000 options exercisable at
        $4.50
        per share. These options expire six months from the date of execution of
        the
        agreement
 
 NOTE
        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
        $31,417,446during the period from October 6, 1998 (inception) through September
        30 2006. This condition raises substantial doubt about the Company's ability
        to
continue
        as a going concern. The Company's continuation as a going concern is dependent
        on its ability to meet its obligations, to obtain additional financing as
        may be
        required and ultimately to attain profitability. The financial statements
        do not
        include any adjustments that might result from the outcome of this
        uncertainty.
  20
  BIO-MATRIX
        SCIENTIFIC GROUP, INC. AND SUBSIDIARY
 (Formerly
        Tasco International, Inc.)
 (A
        Development Stage Company)
 Notes
        to
        consolidated Financial Statements
 As
        of
        September 30, 2006
 (continued)
  Management
        plans to raise additional funds through debt or equity offerings. 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 September 30, 2006Deferred
                    tax assets:Net
                    operating tax carry forwards
                
                $
                10,989,122Other
                
                
                0Gross
                    deferred tax assets
                
                
                10,989,122Valuation
                    allowance
                
                
                (10,989,122
                )Net
                    deferred tax assets
                
                $
                0
 Realization
        of deferred tax assets is dependent upon sufficient future taxable income
        during
        the period that deductible temporary differences and carry forwards are expected
        to be available to reduce taxable income. As the achievement of required
        future
        taxable income is uncertain, the Company recorded a valuation allowance.
        In
        addition, the acquisition of BMSG has resulted in a change of control. Internal
        Revenue Code Sec 382 limits the amount of income that may be offset by net
        operating loss (NOL) carryovers after an ownership change.
  21
  BIO-MATRIX
        SCIENTIFIC GROUP, INC. AND SUBSIDIARY
 (Formerly
        Tasco International, Inc.)
 (A
        Development Stage Company)
 Notes
        to
        consolidated Financial Statements
 As
        of
        September 30, 2006
 (continued)
  NOTE
        7.
        SCHEDULE OF NET OPERATING LOSSES
  1998
                    Net Operating Loss
                
                $
                (295
                )1999
                    Net Operating Loss
                
                
                (367
                )2000
                    Net Operating Loss
                
                
                (11,028
                )2001
                    Net Operating Loss
                
                
                (4,257
                )2002
                    Net Operating Loss
                
                
                (4,328
                )2003
                    Net Operating Loss
                
                
                (7,974
                )2004
                    Net Operating Loss
                
                
                (6,667
                )2005
                    Net Operating Loss
                
                
                (31,382,530
                )Net
                    Operating Loss
                
                $
                (31,417,
                    446
                )
 As
        of
        September 30, 2006 the Company has a net operating loss carry forward of
        approximately $31,417, 446, which will expire 20 years from the date the
        loss
        was incurred.
 
 NOTE
        8.
        RELATED PARTY TRANSACTION
 
 Until
        July
        3, 2006, a former director has provided office services without charge. Such
        costs are immaterial to the financial statements and, accordingly, have not
        been
        reflected therein.
 
 The
        Company was loaned $5,300 from a related party without repayment terms and
        with
        no interest being charged. This Loan was forgiven as part of the Purchase
        Agreement involving the Company’s purchase of Bio-Matrix Scientific Group Inc.
        (Nevada).
 
 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. (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.
 
 22
 
 NOTE
        9.
        STOCK TRANSACTIONS
 
 Transactions,
        other than employees' stock issuance, are in accordance with paragraph 8
        of SFAS
        123. Thus issuances shall be accounted for based on the fair value of the
        consideration received. Transactions with employees' stock issuance are in
        accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
        accounted for based on the fair value of the consideration received or the
        fair
        value of the equity instruments issued, or whichever is more readily
        determinable.
 
 On
        August
        29, 2005 the Company split its common stock ten for one (10:1) from 1,278,000
        to
        12,780,000 shares outstanding. All stock transactions have been retroactively
        restated to reflect the ten for one stock split.
 
 On
        October
        6, 1998, the Company issued 1,000,000 shares of common stock for cash at
        $0.0001
        per share.
 
 On
        October
        9, 1998, the Company issued 1,300,000 shares of common stock for cash at
        $0.01
        per share.
 
 On
        October
        12, 1998, the Company issued 190,000 shares of common stock for cash at $0.01
        per share.
 
 On
        April
        1, 1999, the Company issued 290,000 shares of common stock for cash at $0.01
        per
        share.
 
 On
        October
        19, 1999, the Company issued 10,000,000 shares of common stock for cash at
        $0.01
        per share.
 
 On
        June
        13, 2006 the Company cancelled 10,000,000 shares of common stock belonging
        to
        the Company’s former Chairman
 
 On
        June
        13, 2006 the Company issued 10,000,000 shares of common stock into Escrow
        in
        connection with the acquisition of BSMG.
 
 On
        August
        28, 2006 the Company issued 300,000 shares of common stock to consultants
        for
        services. Initially, 600,000 shares were issued in error, and 300,000shares
        were
        subsequently cancelled October 17, 2006.
 
 On
        September 14, 2006 the Company issued 300,000 shares of common stock to
        management pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
        AND
        CONSULTANTS STOCK COMPENSATION PLAN
 
 On
        September 14, 2006 the Company issued 5,000 shares of common stock to
        consultants for services.
 
 On
        October, 6, 2006 the Company issued 8,850 shares of common stock to consultants
        for services.
 
 On
        October
        12, 2006, the Company shall 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.
 
 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
 
 23
  BIO-MATRIX
        SCIENTIFIC GROUP, INC. AND SUBSIDIARY
 (Formerly
        Tasco International, Inc.)
 (A
        Development Stage Company)
 Notes
        to
        consolidated Financial Statements
 As
        of
        September 30, 2006
 (continued)
 
 On
        October
        11, 2006 the Company issued 43,000 shares of common stock to consultants
        for
        services.
 
 On
        December 5, 2006 the Company issued 8,554 shares of common stock to a consultant
        for services.
 
 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.
 
 NOTE
        10.
        STOCKHOLDERS' EQUITY
 
 The
        stockholders' equity section of the Company contains the following classes
        of
        capital stock as of September 30, 2006:
 
 *
        Preferred stock, $ 0.0001 par value; 20,000,000 shares authorized: -0- shares
        issued and outstanding.
 
 *
        Common
        stock, $ 0.0001 par value; 80,000,000 shares authorized: 13,385,000 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
  2006
                $
                    227,7392007
                $
                    234,5622008
                $
                    241,6112009
                $
                    248,8642010
                $
                    234,377
  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.
  24
  BIO-MATRIX
        SCIENTIFIC GROUP, INC. AND SUBSIDIARY
 (Formerly
        Tasco International, Inc.)
 (A
        Development Stage Company)
 Notes
        to
        consolidated Financial Statements
 As
        of
        September 30, 2006
 (continued)
 
 The
        Company expects to have the facility licensed by the State of California
        and
        registered with the FDA. Concurrently, the Company has been developing the
        policies and procedures needed for processing stem cells for cryogenic
        storage.
 
 NOTE
        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.
 
 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.
 
 On
        July 3,
        2006, the Company changed its principal offices from 23 Brigham Road, Worcester,
        MA 01609 to 8885
        Rehco
        Road, San Diego, California 92121
 
 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.
  25
  BIO-MATRIX
        SCIENTIFIC GROUP, INC. AND SUBSIDIARY
 (Formerly
        Tasco International, Inc.)
 (A
        Development Stage Company)
 Notes
        to
        consolidated Financial Statements
 As
        of
        September 30, 2006
 (continued)
  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
        September 30, 2006, 605,000 shares have been issued pursuant to the
        Plan*
  26
  BIO-MATRIX
        SCIENTIFIC GROUP, INC. AND SUBSIDIARY
 (Formerly
        Tasco International, Inc.)
 (A
        Development Stage Company)
 Notes
        to
        consolidated Financial Statements
 As
        of
        September 30, 2006
 (continued)
 
 **Number
                  of****Shares****Twelve
                  months ended September 30, 2006:**Granted
              
              
              605,000*Remaining
                  shares available for issuance under the Plan as of September 30,
                  2006
              
              
              895,000
 
 
 *Does
        not
        include 300,000 shares which were issued erroneously and subsequently
        cancelled
 
 As
        of
        December 11, 2006, an additional 85,404 common shares were issued pursuant
        to
        the Plan.
 
  27
  BIO-MATRIX
        SCIENTIFIC GROUP, INC. AND SUBSIDIARY
 (Formerly
        Tasco International, Inc.)
 (A
        Development Stage Company)
 Notes
        to
        consolidated Financial Statements
 As
        of
        September 30, 2006
 (continued)
 NOTE
        14.
        SUBSEQUENT EVENTS
 
 Between
        August 24, 2006 and November 10, 2006, the Company borrowed $246,744
        from Bio-Technology Partners Business Trust. These loans carried interest
        at the
        rate of 10% and were due and payable in accordance with the following
        schedule:
 
 August
                  23, 2007
                August
                  24, 2007
                August
                  30, 2007
                August
                  30, 2007
                September
                  5, 2007
                September
                  7, 2007
                September
                  12, 2007
                September
                  13, 2007
                September
                  13, 2007
                September
                  21, 2007
                September
                  28, 2007
                September
                  28, 2007
                October
                  5, 2007
                October
                  11, 2007
                October
                  11, 2007
                October
                  12, 2007
                October
                  18, 2007
                November
                  8, 2007
                November
                  9, 2007
              $23,683.00
                $16,667.21
                $
                  7,077.59
                $26,122.00
                $
                  787.50
                $
                  7,269.87
                $
                  1,900.00
                $12,085.72
                $
                  6,128.93
                $
                  2,200.00
                $
                  6,075.50
                $28,754.53
                $23,751.63
                $14,000.00
                $
                  6,120.57
                $
                  982.12
                $
                  7,186.15
                $52,051.90
                $
                  3,900.00
  On
        October
        11, 2006, the Company entered into an Agreement with BMXP Holdings, Inc (“BMXP”)
        (“Agreement”) whereby the Company shall issue 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
 
 28
  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.
 
 ITEM
        8- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
        AND FINANCIAL DISCLOSURE
 
 On
        August
        7, 2006 Armando C Ibarra, CPA (“Ibarra”), the independent accountant who was
        engaged previously to audit our financial statements, declined to stand for
        re-election as our independent accountant.
 Ibarra’s
        report of our financial statements for the fiscal years ended September 30,
        2004
        and September 30, 2005 did not contain any adverse opinion or disclaimer
        of
        opinion, nor was modified as to uncertainty, audit scope, or accounting
        principles. The audit reports prepared by Ibarra for the fiscal years ending
        September 30, 2005 and 2004 contained a paragraph with respect to the Company's
        ability to continue as a going concern.
 
 During
        the
        most recent fiscal years ended September 30, 2005 and 2004 and through the
        date
        of Ibarra’s decision not to stand for re-election as our independent accountant,
        there were no disagreements with Ibarra on any matter of accounting principles
        or practices, financial statement disclosure, or auditing scope or procedure,
        which, if not resolved to the former accountant's satisfaction, would have
        caused it to make reference to the subject matter of the disagreement in
        connection with its report.
 
 In
        addition, there were no "reportable events" as described in Item
        304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred within the Company's
        most recent fiscal year and the subsequent interim period preceding Ibarra’s
        decision not to stand for re-election.
 
 Ibarra’s
        decision not to stand for re-election was not recommended or approved by
        the
        Board of Directors, nor was such approval or recommendation
        required.
 
 (b)
        Effective on August 7, 2006 the firm of Chang G. Park, CPA (“Park”) was engaged
        to serve as the new principal accountant to audit the Company's financial
        statements.
 
 The
        engagement of Park as the new principal accountant to audit the Company's
        financial statements was approved by the Board of Directors of the
        Company.
 
 During
        the
        Company's most recent fiscal year, and the subsequent interim period prior
        to
        engaging Park, neither the Company (nor someone on its behalf) consulted
        Park
        regarding any matter.
 
 ITEM
        8A-
        CONTROLS AND PROCEDURES
 
 Based
        on
        his evaluation as of a date within 90 days of the filing date of this Annual
        Report on Form 10-KSB, our principal executive officer and principal financial
        officer, David Koos, has concluded that our disclosure controls and procedures
        as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange
        Act of
        1934 (the Exchange Act) are effective to ensure that information required
        to be
        disclosed by us in reports that we file or submit under the Exchange Act
        is
        recorded, processed, summarized and reported within the time periods specified
        in Securities and Exchange Commission rules and forms.
 
 There
        were
        no significant changes in our internal controls or in other factors that
        could
        significantly affect these controls subsequent to the date of their evaluation
        and up to the filing date of this Annual Report on Form 10-KSB. There were
        no
        significant deficiencies or material weaknesses, and therefore there were
        no
        corrective actions taken.
  It
        should
        be noted that any system of controls, however well designed and operated,
        can
        provide only reasonable, and not absolute, assurance that the objectives
        of the
        system are met. In addition, the design of any control system is based in
        part
        upon certain assumptions about the likelihood of future events. Because of
        these
        and other inherent limitations of control systems, there can be no assurance
        that any design will succeed in achieving its stated goals under all potential
        future conditions, regardless of how remote.
 
 ITEM
        8B -
        OTHER INFORMATION
 
 Not
        Applicable
 
 29
 PART
          III
 
 ITEM
        9- DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
 
 Directors
        and executive officers
 
 The
        following table sets forth certain information regarding the current Directors
        and Executive Officers of the Company as of December 12, 2006. Each
        director holds office from election until the next annual meeting of
        stockholders or until their successors is duly elected and
        qualified.
 Name
              
              
              Age
              
              
              PositionDavid
                  R. Koos
              
              
              47
              
              
              Chairman
                  of the Board of Directors, President, CEO, Secretary, and Acting
                  CFOBrian
                  Pockett
              
              
              53
              
              
              Vice
                  President and COO, Director
 
 David
        R.
        Koos, PhD & DBA (47) - Chairman and CEO, Secretary,  Acting
        CFO
  Dr. Koos
        has served as our CEO, President, Secretary, and Acting CFO since June 19,
        2006,
        and as Chairman of our board of Directors since June 14, 2006. Over the past
        five years, Dr. Koos either is currently, or has previously  been employed
        as: Chairman, Chief Executive Officer, Secretary & Acting Chief Financial
        Officer of both BMXP Holdings, Inc. and BMSG (December 6, 2004 to Present)
        ,
        Managing Director & President of Cell Source Research Inc. (December 5, 2001
        to Present) Managing Director & President of Venture Bridge Inc.( November
        21, 2001 to Present) Board Member, Chief Financial Officer & Secretary of
        Cell Bio-Systems Inc., a New York corporation currently operating under the
        name
        Franklin Scientific, Inc. (July 17, 2003 to December 1, 2003) and as a
        Registered Representative of Amerivet Securities, Inc. (March 31, 2004 to
        Present and also from November, 2000 to May, 2002). In addition, Dr. Koos
        has
        been involved with investment banking, venture capital, and investor relations
        for the past 20 years. He has worked with several major Wall Street Investment
        Banks and was a Vice-President of Investments with Sutro & Co., Everen
        Securities and Dean Witter. Dr. Koos holds the following securities licenses:
        NASD Series 7 (General Securities), and Series 24 (Securities Managing
        Principal).
 
 Dr.
        Koos'
        educational background includes two doctoral degrees. His first doctorate
        is a
        Doctor of Philosophy degree (PhD) in Economic Sociology (2003). Dr. Koos’ PhD
        studies in Sociology were done at the University of California, Riverside,
        which
        he left prior to completing his Ph.D. degree.
 
 Dr.
        Koos
        completed his PhD studies at Atlantic International University (a non-accredited
        institution based in Honolulu, Hawaii) where he was allowed 120 units in
        transfer credits in support of being admitted on an ABD (All But Dissertation)
        basis for a joint PhD/DBA program.  Subsequent to the transfer credits, he
        completed an additional 91 units at Atlantic International University. His
        dissertation for his Ph.D. in Sociology, “Examining the Efficacy of
        Telemarketing Fundraisers as a Venture Capital Alternative in the Biotechnology
        Industry: A Case Study of Cell Bio-Systems, Inc” focused on applied research in
        Telemarketing and Venture Capital Fundraising and is available directly through
        Atlantic International University.  His second doctorate, a Doctor of
        Business Administration (DBA), specialized in Corporate Finance (2003), focusing
        on the process of Public Trading, Direct Public Offerings and Synthetic Reverse
        Mergers. Both of these degrees are the result of studies and research completed
        through Atlantic International University (a non-accredited institution).
        The
        dissertation for Dr. Koos’ D.B.A. in Finance was titled “De-Coupling A Reverse
        Merger to facilitate a Direct Public Offering’s Time to Market:  A Case
        Study Testing the value of a Synthetic Reverse Merger in Achieving Public
        Trading Status”. Prior to obtaining these two doctoral degrees, Dr. Koos
        received a Master of Arts degree in the Economic Sociology from the University
        of California, Riverside, California (1983). Currently, Dr. Koos is pursuing
        a
        PhD in Business Administration with an emphasis on Financial Management through
        Northcentral University, an accredited distance learning institution located
        in
        Prescott, Arizona. David R. Koos, our Chief Executive Officer, has been the
        subject of the following securities related regulatory actions:
 
 On
        June 26
        - 28 of 2001 the New York Stock Exchange (NYSE) held an administrative hearing
        panel regarding Mr. David Koos’ handling of a client’s account while he was at
        Everen Securities. Mr. Koos has not been employed by Everen over the last
        five
        years.  The panel found Mr. Koos had engaged in excessive, unsuitable and
        discretionary trading in a client’s account.  The NYSE found Mr. Koos
        guilty of the aforementioned and suspended him from association with the
        NYSE
        and its affiliates for a period of 9 months.  On appeal, the Enforcement
        Division requested the suspension be 18 months, which was upheld by the Appeal
        Board.
 
 The
        suspension began on May 10, 2002 at the close of business and lasted until
        November 10, 2003. The NYSE took no further action at the end of the suspension.
        David Koos’ securities licenses (NASD Series 7  and Series 24 ) were
        re-instated with Amerivet Securities Inc. on March 31, 2004.
  Amerivet’s business is currently on hold as the CEO is on deployment
        in Iraq.
 
 On
        December 7, 1999 First Union Securities (formerly known as Everen Securities)
        and Thomas Monahan settled with Dr. Jan Yanda for the sum of $55,000. The
        claim
        made by Dr. Yanda to the NASD (Case # 98-03797) was that Mr. Monahan and
        his
        then partner David Koos mishandled her account in failing to correctly advise
        her on the liquidation of an annuity contract. Dr. Yanda asserted that she
        was
        not aware of any tax consequences in withdrawing funds from her annuity.
         Mr. Koos was named as a result of being in a then partnership with Mr.
        Monahan while they worked together at Everen Securities. In the terms of
        the
        settlement, $55,000 was paid to Dr. Yanda by First Union Securities (formerly
        Everen Securities) At the time the claim was filed, David Koos was no longer
        working for First Union Securities (formerly known as Everen Securities).
         The matter was fully settled by First Union Securities (formerly Everen
        Securities) and there are no outstanding issues in this matter.
 30
  Education:
  PhD
        -
        Business Administration (Financial Management) - In Process
 Northcentral
        University - Prescott, Arizona
 Fully
        Accredited University
  DBA
        -
        Finance (December 2003)
 Atlantic
        International University
 Non-Accredited
        University
 PhD
        -
        Sociology (Economic Sociology - September 2003)
 Atlantic
        International University
 Non-Accredited
        University
 
 MA
        -
        Sociology (Economic Sociology - June 1983)
 University
        of California - Riverside, California
 Fully
        Accredited
   Five
        Year
        Employment History:
 Position:
              Company
                  Name:
              Employment
                  Dates:
 Chairman,
                  President, CEO and Acting CFO
              Bio-Matrix
                  Scientific Group,
                Inc.
              June
                  14, 2006 (Chairman) to Present
                June
                  19, 2006 (President, CEO and Acting CFO)
                June
                  19, 2006(Secretary) to PresentChairman,
                  Chief Executive Officer, Secretary & Acting Chief Financial
                  Officer
              Frezer
                  Inc.
              May
                  2, 2005 to Present
 Chairman,
                  Chief Executive Officer, Secretary & Acting Chief Financial
                  Officer
              BMXP
                  Holdings, Inc.
                BMSG
              December
                  6, 2004 to Present
 Managing
                  Director & President
              Cell
                  Source Research Inc.
              December
                  5, 2001 to Present
 Managing
                  Director & President
              Venture
                  Bridge Inc.
              November
                  21, 2001 to Present
 Member
                  of the Board of Directors, Chief Financial Officer &
                  Secretary
              Cell
                  Bio-Systems Inc.
                (New
                  York)
              July
                  17, 2003 to December 1, 2003
 Registered
                  Representative
              Amerivet
                  Securities Inc.*
              March
                  31, 2004 to Present
                
                (Previously
                  employed: November, 2000 to May,
                  2002)
  *
        Amerivet
        Securities Inc. is currently not active as the Chief Executive Officer is
        on
        deployment in Iraq through the U.S. Army Reserves.
   31
 
 Brian
        Pockett (53) - Managing Director and COO
 
 Brian
        Pockett has served our Vice President and COO since June 19, 2006 and as
        a
        Director since June 14, 2006. Mr. Pockett has over twenty-nine years of
        professional experience in operations, marketing, sales, financial and grant
        development.  Prior to assuming his positions with us, Mr. Pockett founded
        PD&C, a private consulting firm and has served as a consultant to some of
        the largest companies in North America including Disney, SONY, Nintendo,
        Acclaim
        Entertainment and UFO.   Mr. Pocket has not been affiliated with
        PD&C during the past five years.  The scope of client projects expanded
        into the areas of global distributing, product development, commercialization,
        investment and intellectual properties. Mr. Pockett served as an Executive
        Vice
        President of Operations for Metropolis Publications and as Sr. Vice President
        of
        Marketing and Sales for Slawson Communications.
  Education:
 
 Ordination
        - Ordained Minister
 Crestmont
        College - Rancho Palos Verdes, CA (Accredited thru Azusa Pacific
        University)
 June
        11,
        1979
 
 Advanced
        Teachers Training Certificate
 Crestmont
        College - Rancho Palos Verdes, CA
 Evangelical
        Teachers Training Association
 June
        11,
        1979
 
 Associate
        of Arts - Business
  Azusa
        Pacific University - Azusa, CA
 June
        1977
 
 Christian
        Education Administration Certificate
 George
        Fox
        College - Portland, OR
 June
        1983
 
 
 Five
        Year
        Employment History:
 Position:
              Company
                  Name:
              Employment
                  Dates:
 
 Vice
                  President, COO and Director
              Bio-Matrix
                  Scientific Group, Inc.
              June
                  19, 2006 (Vice President and COO) to Present
                June
                  14, 2006 (Director) to PresentManaging
                  Director & Chief Operating Officer
              Frezer
                  Inc.
              May
                  2, 2005 to Present
 
 Managing
                  Director & Chief Operating Officer
              BMXP
                  Holdings, Inc.
                BMSG
              December
                  6, 2004 to PresentBusiness
                  Development Consultant
              Cell
                  Bio-Systems Inc.
                (New
                  York)
              April
                  1, 2003 to November 30, 2004Sales
                  & Marketing Consultant
              North
                  County Times
              July
                  1, 2002 to March 15, 2003Independent
                  Magazine Contractor
              DaVinci
              January
                  1, 2000 to June 30, 2002Independent
                  Magazine Contractor
                
                
                Independent
                  Magazine Contractor
              Digital
                  Diner
                
                
                Shock
                  Waves
              January
                  1, 2000 to June 30, 2002
                
                
                January
                  1, 2000 to June 30, 2002
 
 32
 Significant
        Employees
 
 Geoffrey
        O'Neill, PhD (57) - Chief Scientific Advisor
 
 Since
        August 9, 2006, Dr. Geoffrey O’Neil, is an independent contractor and not as an
        employee, has served as our Chief Scientific Advisor.
  Dr.
        Geoffrey O'Neill received his Ph.D. in Immunology from the University of
        Glasgow
        in 1973.
  In
        1974,
        he undertook post-doctoral training under the guidance of Dr. Robert A Good
        (who
        performed the first bone marrow transplantation in a patient with
        immunodeficiency) at Memorial Sloan-Kettering Cancer Center in New York.
        Dr.
        O'Neill's field of study at Sloan-Kettering was transplantation immunobiology.
        Dr. O'Neill was a Research Fellow with Dr. Robert A. Good from 1974 - 1976.
        No
        formal certification of this training was provided to any of Dr. Good's Fellows.
  In
        1982,
        Dr. O'Neill was the recipient of the Jean Julliard Prize for Outstanding
        Research. This Award was granted by the International Society of Blood
        Transfusion, presented in Budapest, Hungary. The International Society of
        Blood
        Transfusion is a scientific society, founded in 1935 which brings together
        professionals involved in blood transfusion and transfusion medicine from
        more
        than 85 countries.
 
 In
        April
        1975, Dr. O’Neill was awarded the JM Foundation Award from the JM Foundation; a
        New York based philanthropic organization that makes grants (awards) to various
        organizations and institutions. The JM Foundation award is given to post
        doctoral trainees by merit of their research. This award, which was given
        to Dr,
        O’Neill while a post doctoral fellow at Memorial Sloan-Kettering Cancer center,
        resulted in a grant to Memorial Sloan-Kettering Cancer Center.
 
 Dr.
        O'Neill's academic career covers tenures as Visiting Professor, NIH-RCMI
        Program, University of Puerto Rico, School of Medicine, San Juan; Associate
        Professor of Pathology and Assistant Medical Director, Transfusion Medicine,
        University of Miami, Jackson Memorial Hospital; Visiting Professor, Institute
        of
        Immunology, University of Munich, FRG; Associate Professor of Graduate Medical
        Sciences, Cornell University School of Medicine New York. Dr. O’Neill has
        authored and co-authored over 90 publications of which 87 primarily focused
        on
        the field of bone marrow transplantation and 3, co- authored by Dr. O’Neill,
 primarily focused on stem cell biology.  Three publications were
        co-authored with Dr. Good, of which one primarily focused on stem cell biology
        Dr. O'Neill was employed by Cryo-Cell International as Laboratory and Scientific
        Director from April 1999 through July 2003.  Dr. O’Neil also currently
        serves as President of Frezer, Inc and BMXP Holdings, Inc.
 
 Education:
 
 Ph.D.
        -
        Immunology (1973)
 University
        of Glasgow
 Glasgow,
        Scotland
 
 B.Sc.
        -
        Microbiology (1970)
 University
        of Glasgow
 Glasgow,
        Scotland
  
 Five
        Year
        Employment History:
 Position:
              Company
                  Name:
              Employment
                  Dates:
 
 Chief
                  Scientific Advisor
              Bio-Matrix
                  Scientific Group, Inc.
              August
                  9, 2006 to presentPresident
              Frezer
                  Inc., San Diego , CA
              May
                  2, 2005 to present
 
 President
              BMXP
                  Holdings, Inc.. San Diego, CA
              March,
                  2005 to presentConsultant
                  in Biotechnology
              Self
                  employed, Tarpon Springs FL
              July,
                  2004 to March, 2005Laboratory
                  and Scientific Director
              Cryo-Cell
                  International Inc, Clearwater, FL
              April,
                  1999 to June, 2004
  33
  Publications
        co- authored by Dr. O’Neill primarily focused on stem cell biology
  1.Kagan,
        W. A.; O’Neill, G. J.; Incefy, G. S.; Goldstein, G.; Good, R. A.: Induction
 of human granulocyte differentiation in vitro by ubiquitin and
        thymopoietin. Blood 50:275, 1977
 2.
        O’Neill
        GJ, Yang SY, DuPont B: Two HLA-linked loci controlling human complement C4.
        Proc. Natl. Acad Sci. USA 75:5165, 1978
 3.
        Maharaj
        D, Lewis-Ximenez, Riley R, Gomez O, O’Neill GJ: Serum G-CSF levels in patients
        undergoing G-CSF/chemotherapy mobilized peripheral stem cell harvest. Blood
        84:1380, 1994
 
 All
        journals which have published  articles authored or co- authored by
        Dr.O’Neill.
 
 Immunology
 
 Annals
        of
        Immunology
 
 Journal
        of
        Reticuloendothelial Society
 
 Journal
        of
        Immunology
 
 Blood
 
 Cellular
        Immunology
 
 Proceedings
        of the National Academy of Science (USA)
 
 Nature
 
 Transplantation
        Proceedings
 
 New
        England Journal of Medicine
 
 Transplantation
 
 Immunobiology
 
 Tissue
        Antigens
 
 American
        Journal of Human Genetics
 
 Clinical
        Immunology and Immunopathology
  Family
        Relationships
 
 There
        are
        no family relationships between Dr. Koos, Mr. Pockett and Dr.
        O’Neill.
 
 34
 
 Committees:
  Plan
        Committee, TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS
        STOCK COMPENSATION PLAN
 
 On
        July
        25, 2006 we adopted the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
        AND
        CONSULTANTS STOCK COMPENSATION PLAN (“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 us or any Parent or Subsidiary of us ; 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.
  Audit
        Committee.
  We
        do not
        have a financial expert serving on our Board of Directors. We are currently
        in
        the process of establishing an Audit Committee and are also in the process
        of
        locating, nominating, and appointing to our Board of Directors one or more
        individuals who would qualify as Audit Committee Financial Experts, as that
        term
        is defined in Regulation SB Item 401, to serve on the Audit Committee when
        established. Currently, the entire Board of Directors serves as the Audit
        Committee.
 
 Involvement
        in certain legal proceedings.
 
 During
        the
        past five years, no current officer, director or control person of Bio Matrix
        Scientific Group, Inc. has:
 
 35
 
 ·Any
        bankruptcy petition filed by or against any business of which such person
        was a
        general partner or executive officer either at the time of the bankruptcy
        or
        within two years prior to that time;
  ·Any
        conviction in a criminal proceeding or being subject to a pending criminal
        proceeding (excluding traffic violations and other minor offenses);
  ·Being
        subject to any order, judgment, or decree, not subsequently reversed, suspended
        or vacated, of any
 court
        of
        competent jurisdiction, permanently or temporarily enjoining, barring,
        suspending or otherwise limiting his involvement in any type of business,
        securities or banking activities; and
  ·Being
        found by a court of competent jurisdiction (in a civil action), the Commission
        or the Commodity Futures Trading Commission to have violated a federal or
        state
        securities or commodities law, and the judgment has not
 been
        reversed, suspended, or vacated.
 
 Director's
        Compensation.
 
 We
        do not
        provide any Director's Compensation at this time.
 
 Code
        of
        Ethics.
 
 We
        have
        adopted a Code of Business Conduct and Ethics (the “Code”) that applies to our
        Directors, officers and employees. The Code is filed as Exhibit A of our
        Information Statement Pursuant to Section 14(c) of the Securities Exchange
        Act
        of 1934 filed with the Commission on August 11, 2006 . A written copy of
        the
        Code will be provided upon request at no charge by writing to our Chief
        Executive Officer, David Koos, at:
 
 DR.
        DAVID
        KOOS
 BIO
        MATRIX
        SCIENTIFIC GROUP, INC.
 8885
        REHCO
        RD.SAN DIEGO CA 92121.
 
 Section
        16(a) Beneficial Ownership Compliance.
 
 
 Section
        16(a) Beneficial Ownership Compliance.
 Section
        16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
        officers and directors and persons who own more than 10% of a registered
        class
        of our equity securities to file with the Securities and Exchange Commission
        initial statements of beneficial ownership, reports of changes in ownership
        and
        annual reports concerning their ownership of our common stock and other equity
        securities, on Forms 3, 4 and 5 respectively. Executive officers, directors
        and
        greater than 10% shareholders are required by the Securities and Exchange
        Commission regulations to furnish us with copies of all Section 16(a) reports
        they file. Such persons are further required by SEC regulation to furnish
        us
        with copies of all Section 16(a) forms (including Forms 3, 4 and 5) that
        they
        file. Based solely on our review of the copies of such forms received by
        us with
        respect to fiscal year 2006, or written representations from certain reporting
        persons, we believe all of our directors and executive officers met all
        applicable filing requirements, except as described in this
        paragraph:
 
 Brian
        Pockett, our Director and COO, filed one late Form 4 on October 27,
        2004
  36
  ITEM
        10- EXECUTIVE COMPENSATION
 
 The
        following table sets forth information relating to the annual and long-term
        compensation for the fiscal year ended September 30, 2006:
 
 **SUMMARY
                  COMPENSATION TABLE**Name
                  and principal position
              Year
              Salary
                  ($)
              Bonus
                  ($)
              Stock
                  Awards ($)
                (a)
              Option
                  Awards ($)
              Non-Equity
                  Incentive Plan Compensation ($)
              Nonqualified
                  Deferred Compensation Earnings ($)
              All
                  Other Compensation ($)
              Total
                  ($)Dr.
                  David Koos
                Chairman,
                  CEO and President
              October
                  1, 2005 to September 30, 2006
              0
              0
              $292,500
              0
              0
              0
              0
              $292,500Mr.
                  Brian Pockett
                Vice
                  President, COO and Director
              October
                  1, 2005 to September 30, 2006
              0
              0
              $292,500
              
              
              0
              0
              $292,500
 
 (a)
        issued
        pursuant to TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS
        STOCK COMPENSATION PLAN
 
 Currently,
        neither of Dr. David Koos or Mr. Brian Pockett is party to an employment
        agreement with us.
  ITEM
        11- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
        MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
 
 The
        following table sets forth information as of the close of business on December
        12 2006, concerning shares of our common stock beneficially owned by (i)
        each
        director; (ii) each named executive officer; (iii) by all directors and
        executive officers as a group; and (iv) each person known by the Company
        to own
        beneficially more than 5% of the outstanding shares of common
        stock.
  37
 
 Title
                  of Class
              Name
                  and Address of Beneficial Owner
              Amount
                  and Nature of Beneficial Owner
              Percent
                  of ClassCommon
              David
                  R. Koos (a)
                C/o
                  Bio-Matrix Scientific Group, Inc
                8885
                  REHCO RD.SAN DIEGO CA 92121
              11,591,935
              70Common
              Brian
                  Pockett (a)
                C/o
                  Bio-Matrix Scientific Group, Inc
                8885
                  REHCO RD.SAN DIEGO CA 92121
              11,591,935
              70Common
              BMXP
                  Holdings, Inc.
              11,391,935
              69Common
              All
                  Officers and Directors
                As
                  a
                  Group(a)
              11,791,935
              72
 
 (a)Includes
        11,391,935 Common Shares owned by BMXP Holdings, Inc. David R. Koos is 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 is
        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.
 
 ITEM
        12 -
        CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
 On
        June
        14, 2006, we and Bio-Matrix Scientific Group, Inc., a Delaware corporation
        currently named BMXP Holdings, Inc.(the “Seller”) entered into a Stock Purchase
        Agreement (the “Acquisition Agreement”).
 
 On
        June
        14, 2006, our 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
 
 Under
        the
        terms of the Acquisition Agreement and pursuant to a separate Escrow Agreement
        between us and the Seller, We 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 and wholly owned subsidiary
        of
        the Seller.. 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, our former Chairman and Chief Executive Officer, John Lauring
        returned 10,000,000 shares of the Company held and owned by him for
        cancellation.
  On
        July 3,
        2006, the Acquisition Agreement closed and we acquired the twenty-five thousand
        (25,000) shares of the Common Stock of BMSG from the Seller in exchange for
        the
        payment of the purchase price of
 
 (a)10,000,000
        shares of our common stock and
 
 (b)the
        return for cancellation of 10,000,000 shares of our stock owned and held
        by John
        Lauring
 
 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, BMSG became our wholly owned subsidiary
        and
        the Seller became the holder of approximately 78.24% of our outstanding common
        stock as of the closing of the Acquisition .
  On
        July 3,
        2006, the Company the Company changed its principal offices from 23 Brigham
        Road, Worcester, MA 01609 to 8885 Rehco Road, San Diego, California
        92121
 
 38
  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 the Seller Inc.
        as
        well as beneficial owner of 24% of the share capital of the Seller. 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 the Seller as well as beneficial owner of 14% of the share capital of
        the
        Seller.
 
 None
        of
        our Directors may be considered independent under the independence standards
        applicable to the small business issuer under paragraph (a)(1) of Item 407
        of
        Regulation SB.
 
 
 ITEM
        13- EXHIBITS
 
 EXHIBIT
        INDEX
  EXHIBIT
                NUMBER
              
              
              DESCRIPTION31.1
              
              
              CERTIFICATION
                  BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT32.1
              
              
              CERTIFICATION
                  BY CEO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT31.2
              
              
              CERTIFICATION
                  BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT32.2
              
              
              CERTIFICATION
                  BY CFO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT20.1
              
              
              REPORT
                  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ARMANDO C IBARRA
                  OFTHE
                  BALANCE SHEET OF TASCO INTERNATIONAL, INC. AS OF SEPTEMBER 30,
                  2005, AND
                  THE RELATED STATEMENTS OF OPERATIONS, CHANGES IN STOCKHOLDERS'
                  EQUITY, AND
                  CASH FLOWS FOR THE PERIOD OF OCTOBER 6, 1998 (INCEPTION) THROUGH
                  SEPTEMBER
                  30, 2005 (YEAR-END)DATED DECEMBER 28, 2005*23.1
              
              
              CONSENT
                  OF ARMANDO IBARRA,CPA
 
 *INCORPORATED
        BY REFERENCE, PREVIOUSLY FILED WITH THE COMPANY’S 10KSB FOR THE TWELVE MONTHS
        ENDED SEPTEMBER 30, 2005.
 39
 
 ITEM
        14 -PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
 The
        following table sets forth the aggregate fees billed to us by Chang G. Park
        :
 Period
                    beginning Oct1, 2005 and ending September 30, 2006Audit
                    Fees
                
                $
                5800Audit
                    Related Fees
                
                
                4670Tax
                    Fees
                
                
                0All
                    Other Fees
                
                
                75$
                10545
  *Audit
        Fees:* Aggregate
        fees billed for professional services rendered for the audit of the Company’s
        annual financial statements.
 
 *Audit
        Related Fees:* Aggregate
        fees billed for professional services rendered for assurance and related
        services that were reasonably related to the performance of the audit or
        review
        of our financial statements and are not reported under “Audit Fees” above. In
        2005 these fees were primarily derived from review of financial statements
        in
        the Company’s Form 10QSB Reports.
 
 All
        services listed were pre-approved by the Board of Directors, functioning
        as the
        Audit Committee in accordance with Section 2(a) 3 of the Sarbanes-Oxley Act
        of
        2002.
 
 The
        Board
        has considered whether the services described above are compatible with
        maintaining the independent accountant’s independence and has determined that
        such services have not adversely affected Chang G Park‘s
        independence.
 
  40
  The
        following table sets forth the aggregate fees billed to us by Armando C Ibarra,
        :
 Period
                    beginning Oct1, 2005 and ending September 30, 2006Audit
                  Fees
              
              $
              0Audit
                  Related Fees
              
              
              2500Tax
                  Fees
              
              
              0All
                  Other Fees
              
              
              0$
              2500
 
 *Audit
        Fees:* Aggregate
        fees billed for professional services rendered for the audit of the Company’s
        annual financial statements.
 
 *Audit
        Related Fees:* Aggregate
        fees billed for professional services rendered for assurance and related
        services that were reasonably related to the performance of the audit or
        review
        of our financial statements and are not reported under “Audit Fees” above. In
        2005 these fees were primarily derived from review of financial statements
        in
        the Company’s Form 10QSB Reports.
 
 
 All
        services listed were pre-approved by the Board of Directors, functioning
        as the
        Audit Committee in accordance with Section 2(a) 3 of the Sarbanes-Oxley Act
        of
        2002.
 
 The
        Board
        has considered whether the services described above are compatible with
        maintaining the independent accountant’s independence and has determined that
        such services have not adversely affected Armando C Ibarra’s
        independence.
 
  SIGNATURES
 
 In
        accordance with Section 13 or 15(d) of the Securities Exchange Act, the
        registrant caused this report to be signed on its behalf by the undersigned,
        thereunto duly authorized
  In
        accordance with the Exchange Act, this report has been signed below by the
        following persons on behalf of the registrant and in the capacities on the
        dates
        indicated.
 
 BIO-MATRIX
        SCIENTIFIC GROUP, INC.
 
 By:
        /s/
        David Koos
 ---------------------------
 David
        Koos
 Chairman,
        CEO and President     Dated
        January 9,
        2007
    41