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, 2007
 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 1934during
        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 
o
 
 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 
o
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act).o
 
 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 24, 2007 was $1,803,045. The voting stock held by non-affiliates
        on
        that date consisted of 10,016,917 shares of common stock.
 
 Number
        of
        shares outstanding of each of the issuer's class of common stock as of December
        24, 2007:
 Common
        Stock: 23,395,832
 Preferred
        Stock: 0
  1
 
 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 THECOMPANY, 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 BMSG) , 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.
  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. As a result of this transaction, the former
        stockholder BMSG held approximately 80% of our voting capital stock of the
        Company immediately after the transaction.  For financial accounting
        purposes, this acquisition was a reverse acquisition of the Company by BMSG
        under the purchase method of accounting, and was treated as a recapitalization
        with Bio-Matrix Scientific Group, Inc.  as the acquirer. Accordingly,
        the financial statements have been prepared to give retroactive effect to
        August
        2, 2005 (date of inception), of the reverse acquisition completed on July
        3,
        2006, and represent the operations of BMSG, which has changed its Fiscal
        Year
        End to September 30, from December 31. As BMSG had changed its fiscal
        year-end  from December 31 to September 30, a transition report was
        filed with the United States Securities and Exchange Commission for the
        transition period from December 31, 2005 to September 30, 2006 on Form
        10KSB/A.
  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.
  2
  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.On November 1, 2007,
        we
        were granted a Biologics license (“License”) from the Department of Health
        Services of the State of California. This License permits our current facility
        to accept and store cord blood (Stem Cells), whole blood, and various blood
        related specimens for cryogenic short and long term storage and on November
        13,
        2007, we entered into an agreement with Dr. Joao L. Ascensao, M.D., Ph.D.,
        F.A.C.P. whereby Dr. Ascensao, as an independent contractor and not as an
        employee, has agreed to act as our Medical Director.
 
 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.
 
 BMSG
        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 BMSG'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 BMSG'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 BMSG'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 BMSG'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 BMSG'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 a35cc
        or
        20cc syringe for tissue transfer.
  F.
        Cannula
        Handle and Storage System - This provisional patent application was filed
        back
        on BMSG'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 BMSG'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.
  3
  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.
  Adipose
        Derived Stem Cell
        Banking
  We
        have
        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, outpatient surgery centers, and plastic surgery centers.
        This strategy may allow us many advantages to showcase our instruments for
        other
        procedures where there is a heightened 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.
  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
        we 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 undergoing testing and validation.
  4
  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.
 
 May
        2007--- entered into a Contract with Validation Systems Inc. for assistance
        in
        securing a required  State of California License from the State of
        California
 
 September
        2007 – Completed Quality Systems Procedures Manual required for State of
        California licensing and FDA registration.
 
 October
        2007 – Completed Quality Systems Policies Protocols Manual required for State of
        California licensing and FDA registration.
 
 November
        1, 2007----Granted a Biologics license (“License”) from the Department of Health
        Services of the State of California.
 
 Nov.
        7th,
        2007---  Dr. Joao L. Ascensao, M.D., Ph.D., F.A.C.P. began
        his  service as our Medical Director
 
 Dec.
        20th
        , 2007-  filed our registration with the Food and Drug Administration
        pursuant to 21CFR Parts 207, 807, and 1271 – “Establishment Registration and
        Listing for Human Cells, Tissues, and Cellular and Tissue-Based
        Products”
 
 
 Medical
        Devices:
  BMSG
        has
        filed six provisional patent applications and one utility patent application.
        These are as follows:
  A.
        Cannula
        - This provisional patent application was filed based on BMSG'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 BMSG'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 BMSG'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 BMSG'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 BMSG'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 a35cc
        or
        20cc syringe for tissue transfer.
  F.
        Cannula
        Handle and Storage System - This provisional patent application was filed
        based
        on BMSG'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 BMSG'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.
  5
  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.
  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, we plan  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
        are
        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 have been granted a Biologics License from the Department
        of
        Health Services of the State of California. This License permits our current
        facility to accept and store cord blood (Stem Cells), whole blood, and various
        blood related specimens for cryogenic short and long term storage. We will
        be
        applying  for a  Tissue Bank License from the Department of
        Health Services of the State of California in order that we may
        accept  adipose and other tissue specimens for short and long term
        storage.
  Registration
        with the FDA
  OnDecember
        20th , 2007
        we  filed our registration with the Food and Drug Administration
        pursuant to 21CFR Parts 207, 807, and 1271 – “Establishment Registration and
        Listing for Human Cells, Tissues, and Cellular and Tissue-Based
        Products”
 
 California
        State licensure
  We
        have
        been granted a Biologics License from the Department of Health Services of
        the
        State of California. This License permits our current facility to accept
        and
        store cord blood (Stem Cells), whole blood, and various blood related specimens
        for cryogenic short and long term storage. We will be applying  for
        a  Tissue Bank License from the Department of Health Services of the
        State of California in order that we may accept  adipose and other
        tissue specimens for short and long term storage.
  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.
  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.
  6
  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
        maybe
        enacted which will affect our business.
  RESEARCH
        AND DEVELOPMENT
  During
        the
        twelve months ended  September  30, 2007, we expended
        $135,387 on research and development.  During the nine months ended
        September 30, 2006, we expended $75,153 on research and
        development.
 
 NUMBER
        OF
        TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES
 
 As
        of
        December, 2007, we have 7 total employees who are 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, four liquid nitrogen stem cell storage tanks have
        been
        installed.
 
 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.
 
 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
 
 January
        to
        April 2007
 
 We
        purchased the following equipment:
 ·
              2
                  ea
                  8 ft Laminar Flow Hoods
 ·
              Labgard
                  Laminar Flow Hood 8 ft
 ·
              Isotemp
                  Laboratory Refrigerator
 ·
              Jaun
                  Freezer 80
 ·
              Centrifuge
                  5417 C
 ·
              Beckman
                  Allegra GR Centrifuge
 ·
              Baxter
                  Incubator
 ·
              Jouan
                  Floor Centrifuge
 ·
              EIO
                  Microscope
 ·
              Mettler
                  Toledo PR 5002 Scale
 ·
              Biohazard
                  Dry Keeper
 ·
              Bigger
                  Bill Thermolyne
 ·
              Isotemp
                  220 Bath
 ·
              2128
                  Fraction Collector
 ·
              10
                  ea - Lab Chairs
 
 May
        to
        August 2007
 
 ·
              A
                  K-Series LN2 Storage Tank was installed in our Cryo Contaminate
                  Lab
 
 ·
              A
                  Centrifuge was installed in Class 10,000 Clean
                  Room
 
 ·
              A
                  Contract signed with Pegasus Building Services for Lab Cleaning
                  Services
 
 7
  September
        to December 2007
 
 Stainless
        Steel Lab Tables were installed in Main Cryo Lab:
 
 ·
              A
                  Cryo 300 LN2 Storage System installed in Main Cryo
                  Lab
 
 ·
              A
                  CryoPlus 1 LN2 Storage System installed in Main
                  Lab
 
 ·
              2
                  ea
                  Dry Shippers with shipping cases were  received for Cryo
                  Labs
 
 ·
              2
                  ea
                  Oxygen Deficiency Monitors were
                  Received
 
 ·
              A
                  Computer system with software for Cryo lab
                  received
 
 ·
              A
                  Temperature & Humidity Data Logger was  ordered on November
                  14
 
 ·
              A
                  CBS Controlled Rate Freezer was ordered on November
                  26
 
 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". Below is the  range
        of high and low bid information for our  common equity for each
        quarter within the last two fiscal years as reported by Commodity Systems
        Inc .
        These quotations reflect inter-dealer prices, without retail mark-up, mark-down
        or commission and may not represent actual transactions.
  October
                  1, 2005 to September 30, 2006
              High
              LowFirst
                  Quarter
              3.00
              3.00Second
                  Quarter
              3.00
              1.50Third
                  Quarter
              3.05
              1.01Fourth
                  Quarter
              3.20
              1.25October
                  1, 2006 to September 30, 2007First
                  Quarter
              2.00
              .36Second
                  Quarter
              .80
              .50Third
                  Quarter
              1.20
              .50Fourth
                  Quarter
              .18
              .69
  Holders
  As
        of
        December 24, 2007 there were approximately 400 holders of our Common
        Stock
 
 Dividends
  No
        dividends were paid during the fiscal year ending September 30, 2007. 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.
  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.
 
 8
  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. As of June 28, 2007 the shares owned by BMXP Holdings were
        transferred by BMXP Holdings, Inc. to the BMXP Holdings Shareholder Business
        Trust for the benefit of BMXP Holdings Inc. shareholders of record May 23,
        2007.
        On August 7, 2007 a Registration Statement on Form SB-2 was filed by us with
        the
        United States Securities and Exchange Commission (“SB-2) to register 17,195,263
        common shares held by selling shareholders, including the registration of
        11,212,384 common shares held by BMXP Holdings Shareholder Business Trust
        in
        order that those share’s may be distributed to the beneficiaries of that trust.
        As of the date of this document, the SB-2 has not been declared effective
        by the
        United States Securities and Exchange Commission.
 
 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.
  On
        March
        9, 2007 we issued 500,000 shares of common stock to Bio-Technology Partners
        Business Trust which constituted full satisfaction of the amount of $125,000
        owed by the Company to Bio-Technology Partners Business Trust. The shares
        were issued pursuant to Section 4(2) of the Securities Act of 1933, as
        amended.
 
 The
        shares
        were offered directly through the management. No underwriters were retained
        to
        serve as placement agents. No commission or other consideration was paid
        in
        connection with the sale of the shares. There was no advertisement or general
        solicitation made in connection with this Offer 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
 
 During
        the
        period beginning January 1, 2007 and ending April 4, 2007, we sold 1,752,867
        restricted shares (the "Shares") of common stock, at a purchase price of
        $0.25
        per share.
 
 740,666
        of
        the Shares were sold for cash consideration of $185,166 to five
        purchasers.  The net proceeds of the sale of shares sold for cash
        consideration will be utilized for general working capital
        purposes.
 
 27,033
        of
        the Shares were issued to two purchasers as consideration for services rendered
        valued at $6,758.
 
 985,168
        of
        the Shares were issued to Bombardier Pacific Ventures in full satisfaction
        of
        $246,292 owed by the Company to Bombardier Pacific Ventures on April 4, 2007.
        David R. Koos, the Company’s Chairman of the Board of Directors, President, CEO,
        Secretary, and Acting CFO, is the sole beneficial owner of Bombardier Pacific
        Ventures.
 
 No
        underwriters were retained to serve as placement agents for the sale. The
        Shares
        were sold directly through the management of the Company. No commission or
        other
        consideration was paid in connection with the sale of the Shares. There was
        no
        advertisement or general solicitation made in connection with this offer
        and
        sale of shares.
 
 The
        offer
        and sale of the Shares was exempt from the registration provisions of the
        Securities Act of 1933, as amended, by reason of Section 4(2)
        thereof.  Each of the purchasers warranted and represented that they
        were “Accredited Investors” as that term is used in Rule 144(a)(1) of the
        Securities Act of 1933 and each gave further representations that they were
        experienced and sophisticated in making financial, business, and investment
        decisions and thereby able to “fend for themselves.”  Further, each
        received an opportunity to ask questions of the Company’s management regarding
        the Company, its affairs, condition, and prospects and to receive answers
        to all
        such questions.  Finally, each received a copy of the Company’s
        business plan, the risks and merits of investing in the Company, together
        with
        copies of the Company’s financial statements so as to allow each of them to make
        an informed investment decision.
 
 On
        June
        21, 2007, 331,597 shares of our common stock were issued to Venture Bridge
        Advisors in full satisfaction of $82,900 owed by the Company to Venture Bridge
        Advisors. The shares were issued pursuant to Section 4(2) of the Securities
        Act of 1933, as amended.
 
 The
        shares
        were offered directly through the management. No underwriters were retained
        to
        serve as placement agents. No commission or other consideration was paid
        in
        connection with the sale of the shares. There was no advertisement or general
        solicitation made in connection with this Offer 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
        July
        30, 2007, we issued 566,217 common shares to Bombardier Pacific Ventures
        in
        satisfaction of the principal amount of $141,554 owed by us to Bombardier
        Pacific Ventures. David R. Koos, the Company’s Chairman of the Board of
        Directors, President, CEO, Secretary, and Acting CFO, is the sole beneficial
        owner of Bombardier Pacific Ventures. The offer and sale of the shares was
        exempt from the registration provisions of the Securities Act of 1933, as
        amended, by reason of Section 4(2) thereof.
 
 The
        shares
        were offered directly through the management. No underwriters were retained
        to
        serve as placement agents. No commission or other consideration was paid
        in
        connection with the sale of the shares. There was no advertisement or general
        solicitation made in connection with this Offer 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
 
 9
  On
        July
        31, 2007, we issued 760,000 common shares for cash consideration of
        $190,000. The net proceeds of that sale, which were $190,000, will be
        utilized for general working capital purposes. No underwriters were retained
        to
        serve as placement agents for the sale. These shares were sold directly through
        our management. No commission or other consideration was paid in connection
        with
        the sale of these shares. There was no advertisement or general solicitation
        made in connection with this offer and sale of shares. The offer and sale
        of
        these shares was exempt from the registration provisions of the Securities
        Act
        by reason of Section 4(2) thereof and Rule 506 of Regulation D thereunder.
        Management made its determination of the availability of such exemption based
        upon the facts and circumstances surrounding the offer and sale of these
        shares,
        including the representations and warranties made by the purchasers and the
        fact
        that restrictive legends were placed on, and stop transfer orders placed
        against, the certificates for these shares.
 
 On
        August
        6, 2007, we issued 620,000 common shares to consultants as consideration
        for
        services rendered. The offer and sale of the shares was exempt from the
        registration provisions of the Securities Act of 1933, as amended, by reason
        of
        Section 4(2) thereof.
 
 The
        shares
        were offered directly through the management. No underwriters were retained
        to
        serve as placement agents. No commission or other consideration was paid
        in
        connection with the sale of the shares. There was no advertisement or general
        solicitation made in connection with this Offer 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
        August
        6, 2007, we issued 440,000 common shares for cash consideration of $110,000.
        The
        net proceeds of that sale, which were $110,000, will be utilized for general
        working capital purposes. No underwriters were retained to serve as placement
        agents for the sale. These shares were sold directly through our management.
        No
        commission or other consideration was paid in connection with the sale of
        these
        shares. There was no advertisement or general solicitation made in connection
        with this offer and sale of shares. The offer and sale of these shares was
        exempt from the registration provisions of the Securities Act by reason of
        Section 4(2) thereof and Rule 506 of Regulation D thereunder. Management
        made
        its determination of the availability of such exemption based upon the facts
        and
        circumstances surrounding the offer and sale of these shares, including the
        representations and warranties made by the purchasers and the fact that
        restrictive legends were placed on, and stop transfer orders placed against,
        the
        certificates for these shares.
 
 On
        November 14, 2007 , we  sold $50,000 face value convertible debenture
        (“Convertible Debenture”) for an aggregate purchase price of $50,000 to one
        purchaser, who is accredited investor as “accredited investor” is defined in
        Rule 501 of Regulation D, promulgated under the Securities Act of 1933, as
        amended. and who also has for two years had a substantive, pre-existing
        relationship with the Company.
 
 Interest
        on the Convertible Debenture shall accrue at a rate of 12% per annum based
        on a
        365 day year. We  shall pay simple interest to the holder on the
        aggregate unconverted and then outstanding principal amount of this Convertible
        Debenture at the rate of 12% per annum, payable on the maturity Date, which
        is
        November 14, 2009.
 
 At
        any
        time subsequent to the expiration of a six month period since either
        of:
 
 (i)           that
        Registration Statement, as amended,  filed with the SEC on Form SB-2
        relating to the sale of an aggregate of 17,195,263 shares of  our
        common stock by certain selling shareholders (the “Selling Shareholders
        Registration Statement”) has been declared effective by the SEC or
 
 (ii)           the
        Selling Shareholder Registration Statement has been withdrawn by
        us.
 
 The
        holder
        may convert the Convertible Debenture, in whole but not in part, into
        our  common shares at the conversion rate of $0.15 per Share
        (“Conversion Shares”).
 
 Subsequent
        to any conversion , the holder  shall have the right, upon written
        demand to us (“Registration Demand”), to cause us, within ninety days of the
        Registration Demand, to prepare and file with the United States securities
        and
        Exchange Commission (“SEC”) a Registration Statement in order that the
        Conversion Shares may be registered under the Securities Act of 1933, as
        amended, and use its reasonable best efforts to cause that Registration
        Statement to be declared effective by the SEC. There is no penalty to us
        in the
        event the registration Statement is not declared effective by the
        SEC.
 
 The
        net
        proceeds, which are $50,000, will be utilized general working capital purposes.
        No underwriters were retained to serve as placement agents for the sale.
        This
        Convertible Debenture was sold directly through our management. No commission
        or
        other consideration was paid in connection with the sale of the Convertible
        Debenture. There was no advertisement or general solicitation made in connection
        with this offer and sale of the Convertible Debenture. The offer and sale
        of the
        Convertible Debenture was exempt from the registration provisions of the
        Securities Act by reason of Section 4(2) thereof. Management made its
        determination of the availability of such exemption based upon the facts
        and
        circumstances surrounding the offer and sale of the Convertible Debenture,
        including the representations and warranties made by the purchaser and the
        fact
        that a restrictive legend was placed on the Convertible Debenture and
        restrictive legends will be placed on, and stop transfer orders placed against,
        the certificates for any shares into which the Convertible debenture may
        convert.
 
 ITEM
        6 -
        MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
 
 We
        do not,
        at this time , plan any additional research and development on our line of
        medical instruments. We are currently anticipating the granting of utility
        patents covering our line of medical instruments , the granting of which
        cannot
        be assured. Upon, and dependent upon, the granting of these utility patents
        we
        anticipate sourcing a manufacturing facility to produce our line of medical
        instruments.
  As
        of
        September 30, 2007, we  had  $32,576 cash on hand and
        current liabilities of $96,449 such liabilities consisting of Accounts Payable,
        Notes Payable, Accrued Payroll Taxes, and Accrued Interest.
  We
        feel we
        will not be able to satisfy its cash requirements over the next twelve months
        and shall be required to seek additional financing.
  10
  At
        this
        time, we plan to fund our financial needs through operating revenues (which
        cannot be assured) and, if required, through equity private placements of
        common
        stock. (No plans, terms, offers or candidates have yet been established and
        there can be no assurance that the company will be able to raise funds on
        terms
        favorable to us or at all.)
 
 Over
        the
        next 12 months and if we are successful in obtaining necessary licenses (as
        described below), we anticipate opening our stem cell bank and marketing
        our
        disposable stem cell / tissue management instruments
 
 On
        December 22, 2007 we submitted our registration to 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.  We have obtained our Biologics License for accepting blood for
        storage as a blood bank and anticipate filing for a Tissue Bank License from
        the
        Department of Health Services of the State of California in order that we
        may
        accept adipose and other tissue specimens for short and long term
        storage.
 .
 Over
        the
        next twelve months and if we are  successful in obtaining the
        necessary additional financing and obtaining equipment and necessary additional
        professional staff, we anticipate purchasing the following significant
        laboratory equipment:
  Equipment                                                                    Estimated
        Cost
 Laboratory
                  information systems
              
              $
              30,000Laminar
                  flow hoods (2 ea) 4ft
              
              $
              10,000Sepax
                  Cell Separation Device
              
              $
              50,000Blood
                  processing equipment
              
              $
              80,000Bar
                  code labeling equipment
              
              $
              3,000Tube
                  heat sealers (2 ea)
              
              $
              4,000Bench
                  top centrifuges (2) refrigerated
              
              $
              12,000Cell
                  Therapy Software
              
              $
              30,000Cryo
                  Tracking Software
              
              $
              28,000Cryo
                  Tracking Equipment
              
              $
              45,000Hematology
                  analyzer
              
              $
              25,000Flow
                  Cytometer
              
              $
              175,000BacTec
                  Microbiology equipment
              
              $
              20,000Small
                  equipment (lab set-up)
              
              $
              10,000Microscope
              
              $
              5,000CO2
                  Incubator
              
              $
              4,000Lab
                  benches
              
              $
              30,000Supplies
                  / reagents*
              
              $
              100,000Total
              
              $
              661,000
 *
        to be
        reordered on an annual basis
  We
        can not
        assure that we will be successful in obtaining additional financing necessary
        to
        implement our  business plan.  We have  not
        received any commitment or expression of interest from any financing source
        that
        has given us  any assurance that we will obtain the amount of
        additional financing in the future that we currently anticipate.  For
        these and other reasons, we are  not able to assure that we will
        obtain any additional financing or, if we are successful, that we can obtain
        any
        such financing on terms that may be reasonable in light of our current
        circumstances.
 
  If
        we are
        able to obtain the amount of additional financing that we require, we will
        need
        to undertake the following capital expenditures:
 
 **Equipment                                                          Estimated
        cost**
 Computer
                  system / Lab & offices
              
              $
              100,000Medical
                  Software
              
              $
              45,000Misc
                  equipment
              
              $
              30,000Phone
                  system
              
              $
              30,000Back-up
                  generator
              
              $
              50,000Security
                  system
              
              $
              20,000Total
              
              $
              275,000
  In
        the
        event that we are  successful in obtaining the amount of the
        additional financing that we require on acceptable terms, we currently
        anticipate that we  will need to add the following additional
        employees during the twelve month period thereafter:
  **Title                                                                                                                                                                                                  Estimated
        Annual Compensation**
 ****
 *Director of
                  Labs*
              
              $
              120,000*Director of
                  Quality & Assurance*
              
              $
              75,000*Adm.
                  Director*
              
              $
              75,000*Dir.
                  Of Engineering / Production*
              
              $
              85,000*Lab
                  Tech*
              
              $
              65,000*Lab
                  Tech*
              
              $
              65,000*Customer
                  Service Representative.*
              
              $
              45,000*Director
                  of Market & Sales*
              
              $
              100,000*Facility
                  Manager / Receiving & Shipping*
              
              $
              60,000*Support
                  Staff*
              
              $
              50,000Total
              
              $
              740,000
 
 We
        have
        not undertaken any efforts to recruit any persons to fill any of the positions
        shown above.  We may face protracted difficulties in recruiting
        individuals with sufficient experience and skills needed to fill these positions
        and we can not assure  that we  will be successful in
        obtaining the necessary persons at the compensations levels shown above or
        that
        we will not incur significant additional expenses to attract, relocate, and
        retain any persons that we recruit.
  These
        time
        frames and our objectives are subject to change as we review and re-evaluate
        market conditions and opportunities.
  11
  ITEM
        7 -
        FINANCIAL STATEMENTS
 
 **Chang
        G. Park, CPA, Ph. D.**
 **t
        371 E STREET t CHULA VISTA
t
        CALIFORNIA
        91910-2615t**
 **t
        TELEPHONE (858)722-5953
t FAX (858)
        761-0341  t FAX (858)
        764-5480**
 **t
        E-MAIL
changgpark@gmail.com t**
 
  **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 sheets of Bio-Matrix Scientific
        Group, Inc. and subsidiary (Formerly Tasco International, Inc.) (A Development
        Stage “Company”) as of September 30, 2007 and 2006 and the related consolidated
        statements of operations, changes in shareholders’ equity and cash flows for the
        year ended September 30, 2007 and for the nine months ended September 30,
        2006,
        and for the period from August 2, 2005  (inception) to September 30,
        2007. These consolidated financial statements are the responsibility of the
        Company’s management.
 
 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, 2007 and 2006,
        and the
        results of its operation and its cash flows for the year ended September
        30,
        2007 and for the nine months ended September 30, 2006, and for the period
        from
        August 2, 2005  (inception) to September 30, 2007 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***
   ***December
        19, 2007***
  ***San
        Diego, CA. 91910***
  12
  **BIO-MATRIX
                  SCIENTIFIC GROUP, INC.****(Formerly
                  Tasco International, Inc.)****(A
                  Development Stage Company)****Balance
                  Sheet****ASSETS****As
                  of**
                **September
                  30, 2007**
              
              
              **As
                  of**
                **September
                  30, 2006****CURRENT
                ASSETS**Cash
              
              $
              44,110
              
              
              $
              22,641Pre-paid
                Expenses
              
              
              11,298
              
              
              
              20,207**Total
                  Current Assets**
              
              
              55,408
              
              
              
              42,848**PROPERTY
                & EQUIPMENT**
              
              
              365,323
              
              
              
              340,557**GOODWILL****Intangible
                Assets/Technology****Total
                Other Assets**
              
              
              23,092
              
              
              
              29,127**TOTAL
                ASSETS**
              
              **$**
              **443,823**
              
              
              **$**
              **412,532****LIABILITIES
                  AND STOCKHOLDERS' EQUITY****CURRENT
                LIABILITIES**Bank
                overdraft
              
              
              11,534Accounts
                payable
              
              $
              9,015
              
              
              $
              91,079Loans
                from former parent
              
              
              -
              
              
              
              1,195,196Notes
                Payable
              
              
              41,609
              
              
              
              148,952Accrued
                Payroll
              
              
              12,000
              
              
              
              -Accrued
                Payroll Taxes
              
              
              30,181
              
              
              
              4,983Accrued
                Interest
              
              
              2,858
              
              
              
              1,368Accrued  expenses
              
              
              -
              
              
              
              11,477**Total
                  Current Liabilities**
              
              $
              107,197
              
              
              $
              1,453,055**LONG
                TERM LIABILITIES**
              
              
              -
              
              
              
              -**TOTAL
                LIABILITIES**
              
              $
              107,997
              
              
              $
              1,453,055**STOCKHOLDERS'
                EQUITY**
 Common
                  Stock,  ($.0000  par value)authorized
                  80,000,000 shares authorized;  13,385,000  and
                  23,229,396 shares issued and outstandingas
                  of September 30, 2006 and September 30, 2007, respectively
                
                
                2,323
                
                
                
                1,339Additional
                  paid-in Capital
                
                
                5,208,244
                
                
                
                1,379,332Deficit
                  accumulated during the development stage
                
                
                (4,873,941
                )
                
                
                (2,421,194
                )**Total
                  Stockholders' Equity (Deficit)**
                
                $
                336,626
                
                
                $
                (1,040,523
                )**TOTAL
                  LIABILITIES****&
                  STOCKHOLDERS' EQUITY**
                
                **$**
                **432,823**
                
                
                **$**
                **412,532**
  13
  **BIO-MATRIX
                  SCIENTIFIC GROUP, INC.****(Formerly
                  Tasco International, Inc.)****Statements
                  of Operations****August
                  2, 2005****(inception)****12
                  Months Ended**
              
              
              **9
                  Months Ended**
              
              
              **Through****Sept
                  30,**
              
              
              **Sept
                  30,**
              
              
              **Sept
                  30,****2007**
              
              
              **2006**
              
              
              **2007****REVENUES**Sales
              
              $
              -
              
              
              
              -
              
              
              $
              -**Total
                  Revenues****COSTS
                  AND EXPENSES**Research
                  and Development
              
              
              261,077
              
              
              
              75,453
              
              
              
              471,917General
                  and administrative
              
              
              1,131,756
              
              
              
              1,138,364
              
              
              
              2,456,322Depreciation
                  and amortization
              
              
              1,333
              
              
              
              742
              
              
              
              2,215Consulting
                  and professional fees
              
              
              1,035,177
              
              
              
              801,635
              
              
              
              1,882,866Impairment
                  of intangibles
              
              
              0
              
              
              
              34,688
              
              
              
              34,688**Total
                  Costs and Expenses**
              
              
              2,429,343
              
              
              
              2,050,882
              
              
              
              4,848,008**OPERATING
                  LOSS**
              
              
              (2,429,343
              )
              
              
              (2,050,882
              )
              
              
              (4,848,008
              )**OTHER
                  INCOME & (EXPENSES)**Interest
                  Expense
              
              
              (23,636
              )
              
              
              (2,367
              )
              
              
              (26,165
              )Other
                  Expense
              
              
              (74
              )
              
              
              -
              
              
              
              (74
              )Interest
                  Income
              
              
              306
              
              
              
              -
              
              
              
              306**Total
                  Other Income & (Expenses)**
              
              
              (23,404
              )
              
              
              (2,367
              )
              
              
              (25,933
              )**NET
                  INCOME (LOSS)**
              
              **$**
              **(2,452,747**
              **)**
              
              
              (2,053,249
              )
              
              **$**
              **(4,873,941**
              **)****BASIC
                  AND DILUTED EARNINGS (LOSS) PER SHARE****BASIC
                  AND DILUTED EARNINGS (LOSS) PER SHARE**
              
              **$**
              **(0.13**
              **)**
              
              **$**
              **(0.19**
              **)****WEIGHTED
                  AVERAGE NUMBER OF****COMMON
                  SHARES OUTSTANDING**
              
              ****
              **18,397,245**
              
              
              ****
              **10,960,440**
 
 
 **BIO-MATRIX
                  SCIENTIFIC GROUP INC. AND SUBSIDIARY****(FORMERLY
                  TASCO INTERNATIONAL, INC.)****Consolidated
                  Statement of Stockholders' Equity****From
                  August 2, 2005 through September 30, 2007****Additional****Common**
              **Paid-in**
              **Retained****Shares**
              **Amount**
              **Capital**
              **Earnings**
              **Total**Shares
                  issued to parent
              25,000
              35,921
              -
              
              35,921Net
                  Loss August 2, 2005through
                  September 30, 2005
              
              
              
              (1,000)
              (1,000)**Balance
                  September 30, 2005**
              **25,000**
              **35,921**
              **-**
              **(1,000)**
              **34,921**Net
                  Loss October 1, 2005through
                  December 31, 2005
              
              
              
              (366,945)
              (366,945)**Balance
                  December 31, 2005**
              **25,000**
              **35,921**
              **-**
              **(367,945)**
              **(332,024)**Recapitalization
              9,975,000
              (34,921)
              **34,921**
              
              -Stock
                  issued Tasco merger
              2,780,000
              278
              (278)
              
              -Stock
                  issued for services
              305,000
              31
              759,719
              
              759,750Stock
                  issued for Compensation
              300,000
              30
              584,970
              
              585,000Net
                  Loss January 1, 2006through
                  September 30, 2006
              
              
              
              (2,053,249)
              (2,053,249)**Balance
                  September 30, 2006**
              **13,385,000**
              **1,339**
              **1,379,332**
              **(2,421,194)**
              **(1,040,523)**Stock
                  issued for services
              2,118,623
              212
              974,580
              
              974,792Stock
                  issued for Compensation
              547,620
              55
              325,291
              
              325,346Stock
                  issued for Cash
              1,940,666
              195
              484,972
              
              485,167Stock
                  issued in exchange for canceling debt
              5,237,487
              523
              2,044,069
              
              2,044,592Net
                  Loss October 1, 2006through
                  September 30, 2007
              
              
              
              (2,452,747)
              (2,452,747)**Balance
                  September 30, 2007**
              **23,229,396**
              **2,323**
              **5,208,244**
              **(4,873,941)**
              **336,626**
  14
  **BIO-MATRIX
                  SCIENTIFIC GROUP, INC. AND SUBSIDIARY****(FORMERLY
                  TASCO INTERNATIONAL, INC.)****(
                  A Development stage Company)****Consolidated
                  Statements of Cash Flows****August
                  2, 2005****(inception)****12
                  Months Ended**
              
              
              **9
                  Months Ended**
              
              
              **through****Sept
                  30,**
              
              
              **Sept
                  30,**
              
              
              **Sept
                  30,****2007**
              
              
              **2006**
              
              
              **2007****CASH
                  FLOWS FROM OPERATING ACTIVITIES**Net
                  (loss)
              
              $
              (2,452,747
              )
              
              $
              (2,053,249
              )
              
              $
              (4,873,941
              )Adjustments
                  to reconcile net loss to net cash (used in) providedby
                  operating activities:Depreciation
                  expense
              
              
              1,333
              
              
              
              742
              
              
              
              2,215Stock
                  issued for compensation
              
              
              325,344
              
              
              
              585,000
              
              
              
              910,344Stock
                  issued for services
              
              
              974,792
              
              
              
              759,750
              
              
              
              1,734,542Changes
                  in operating assets and liabilities:(Increase)
                  decrease in prepaid expenses
              
              
              8,909
              
              
              
              (15,074
              )
              
              
              (11,298
              )Increase
                  (Decrease) in accounts payable
              
              
              (82,064
              )
              
              
              67,878
              
              
              
              9,015Increase
                  (Decrease) in accrued expenses
              
              
              57,155
              
              
              
              15,799
              
              
              
              74,983***Net
                  Cash Provided by (Used in) Operating
                  Activities***
              
              ****
              **(1,167,278**
              **)**
              
              ****
              **(639,154**
              **)**
              
              ****
              **(2,154,140**
              **)****CASH
                  FLOWS FROM INVESTING ACTIVITIES**(
                  Increase) Decrease in deposits
              
              
              6,035
              
              
              
              -
              
              
              
              (23,092
              )Purchases
                  of fixed assets
              
              
              (26,100
              )
              
              
              (237,874
              )
              
              
              (367,539
              )***Net
                  Cash Provided by (Used in) Investing
                  Activities***
              
              ****
              **(20,065**
              **)**
              
              ****
              **(237,874**
              **)**
              
              ****
              **(390,631**
              **)****CASH
                  FLOWS FROM FINANCING ACTIVITIES**Increase
                  (Decrease) in bank overdraft
              
              
              11,534
              
              
              
              -
              
              
              
              11,534Common
                  stock issued for cash
              
              
              194
              
              
              
              -
              
              
              
              1,472Additional
                  paid in capital
              
              
              484,972
              
              
              
              
              
              
              
              519,615Principal
                  borrowings on notes
              
              
              712,112
              
              
              
              148,952
              
              
              
              861,064Net
                  borrowings from related parties
              
              
              -
              
              
              
              750,450
              
              
              
              1,195,196***Net
                  Cash Provided by (Used in) Financing
                  Activities***
              
              ****
              **1,208,812**
              
              
              ****
              **899,402**
              
              
              ****
              **2,588,881******
              
              
              
              ****
              
              
              
              *******Net
                  Increase (Decrease) in Cash***
              
              ****
              **21,469**
              
              
              ****
              **22,374**
              
              
              ****
              **44,110*****Cash
                  at Beginning of Period***
              
              ****
              **22,641**
              
              
              ****
              **267**
              
              
              ****
              **-*****Cash
                  at End of Period***
              
              **$**
              **44,110**
              
              
              ****
              **22,641**
              
              
              ****
              **44,110******
              
              
              
              ****
              
              
              
              *****Significant
                  non-cash activities:*Stock
                  issued to cancel debt
              
              $
              2,044,592
              
              
              $
              -
              
              
              $
              2,044,592Total
              
              
              2,044,592
              
              
              
              -
              
              
              
              2,044,592***Supplemental  Cash
                  Flow Disclosures:***Cash
                  paid during period for interest
              
              $
              111
              
              
              
              -
              
              
              $
              -Cash
                  paid during period for taxes
              
              $
              800
              
              
              
              800
              
              
              $
              -
 
 15
 BIO-MATRIX
        SCIENTIFIC GROUP, INC. AND SUBSIDIARY
 Notes
        to
        consolidated Financial Statements
 As
        of
        September 30, 2007
 
 NOTE
        1.
        ORGANIZATION AND DESCRIPTION OF BUSINESS
 
 Bio-Matrix
        Scientific Group, Inc. (“Company”) was organized October 6, 1998, under the laws
        of the State of Delaware as Tasco International, Inc.
 
 The
        Company is in the development stage. From October 6, 1998 to June 3, 2006
        its
        activities have been limited to capital formation, organization, and development
        of its business plan to provide production of visual content and other digital
        media, including still media, 360-degree images, video, animation and audio
        for
        the Internet.
 
 On
        July 3,
        2006 the Company abandoned its efforts in the field of digital media production
        when it acquired 100% of the share capital of Bio-Matrix Scientific Group,
        Inc.,
        a Nevada corporation, for consideration consisting of 10,000,000 shares of
        the
        common stock of the Company and the cancellation of 10,000,000 shares of
        the
        Company owned and held by John Lauring.
 
 As
        a
        result of this transaction, the former stockholder of Bio-Matrix Scientific
        Group, Inc held approximately 80% of the voting capital stock of the Company
        immediately after the transaction.  For financial accounting purposes,
        this acquisition was a reverse acquisition of the Company by Bio-Matrix
        Scientific Group, Inc under the purchase method of accounting, and was treated
        as a recapitalization with Bio-Matrix Scientific Group, Inc. as the acquirer.
        Accordingly, the financial statements have been prepared to give retroactive
        effect to August 2, 2005 (date of inception), of the reverse acquisition
        completed on July 3, 2006, and represent the operations of Bio-Matrix Scientific
        Group, Inc.
 
 Bio-Matrix
        Scientific Group, Inc. (“BMSG”) is a development stage company in the business
        of designing, developing, and marketing medical devices, specifically disposable
        instruments used in stem cell extraction and tissue transfer procedures and
        operating cryogenic cellular storage facilities, specifically stem cell banking
        facilities. BMSG is the Company's only subsidiary and operating entity at
        this
        time.
 
 
 NOTE
        2.
        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 A.
        BASIS
        OF ACCOUNTING
 
 The
        financial statements have been prepared using the accrual basis of accounting.
        Under the accrual basis of accounting, revenues are recorded as earned and
        expenses are recorded at the time liabilities are incurred. The Company has
        adopted a September 30, year-end.
 
 B.
        USE OF
        ESTIMATES
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles requires management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities and disclosure of
        contingent assets and liabilities at the date of the financial statements
        and
        the reported amounts of revenues and expenses during the reporting period.
        Actual results could differ from those estimates.
 
 C.
        DEVELOPMENT STAGE
 
 The
        Company is a development stage company that devotes substantially all of
        its
        efforts in the development of its plan to operate in the field of the
        development, manufacture and marketing of medical devices and the operation
        of
        cellular storage facilities, specifically stem cell banking
        facilities.
  
 D.
        CASH
        EQUIVALENTS
  The
        Company considers all highly liquid investments with a maturity of three
        months
        or less when purchased to be cash equivalents.
 
 E.
        PROPERTY AND EQUIPMENT
 
 Property
        and equipment are recorded at cost. Maintenance and repairs are expensed
        in the
        year in which they are incurred. Expenditures that enhance the value of property
        and equipment are capitalized.
 
 The
        Company has depreciated property and equipment by the straight-line method
        over
        the useful life.
 
 F.
        INCOME
        TAXES
 
 Income
        taxes are provided in accordance with Statement of Financial accounting
        Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax
        asset
        or liability is recorded for all temporary differences between financial
        and tax
        reporting and net operating loss carry forwards. Deferred tax expense (benefit)
        results from the net change during the year of deferred tax assets and
        liabilities.
 
 Deferred
        tax assets are reduced by a valuation allowance when, in the opinion of
        management, it is more likely than not that some portion or all of the deferred
        tax assets will not be realized. Deferred tax assets and liabilities are
        adjusted for the effects of changes in tax laws and rates on the date of
        enactment.
 
 G.
        BASIC
        EARNINGS (LOSS) PER SHARE
 
 In
        February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
        specifies the computation, presentation and disclosure requirements for earnings
        (loss) per share for entities with publicly held common stock. SFAS No. 128
        supersedes the provisions of APB No. 15, and requires the presentation of
        basic
        earnings (loss) per share and diluted earnings (loss) per share. The Company
        has
        adopted the provisions of SFAS No. 128 effective October 6, 1998
        (inception).
 
 Basic
        net
        loss per share amounts is computed by dividing the net income by the weighted
        average number of common
 shares
        outstanding. Diluted earnings per share are the same as basic earnings per
        share
        due to the lack of dilutive items in the Company.
 
 16
  NOTE
        3.
        Property and equipment
 
 
 Property
        and equipment as of September 30, 2007 and 2006 consists of the
        following:
 
 Acquisition
                  cost:
              Estimate
                  useful life (year)
              
              2007
              2006Production
                  Equipment
              3
                  to
                  5
              
              
              US$
              93,315
              93,315Production
                  Clean room
              10
              
              
              
              78,261
              56,917Leasehold
                  improvement
              10
              
              
              
              188,980
              185,482Office
                  equipment
              3
                  to
                  5
              
              
              
              4,311
              3,057Computer
              3
              
              
              
              2,668
              2,668Subtotal
              
              
              
              
              367,535
              341,439Less
                  accumulated depreciation
              
              
              
              
              (2,212)
              (882)Total
              
              
              
              US$
              365,323
              340,557
 
 Depreciation
        expenses were $1,333 for the years ended September 30, 2007 and $742 for
        the
        nine months ended September 30, 2006, respectively.
 
 NOTE
        4.
        WARRANTS AND OPTIONS
 
 On
        July
        17, 2006 the Company signed a public relations agreement with OTCFN which
        called
        for the issuance of an option agreement for 200,000 options exercisable at
        $4.50
        per share. These options expired unexercised six months from the date of
        execution of the agreement
 
 NOTE
        5.
        GOING CONCERN
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. The Company generated net losses of $4,884,887
        during the period from August 2, 2005 (inception) through September 30, 2007.
        This condition raises substantial doubt about the Company's ability to continue
        as a going concern. The Company's continuation as a going concern is dependent
        on its ability to meet its obligations, to obtain additional financing as
        may be
        required and ultimately to attain profitability. The financial statements
        do not
        include any adjustments that might result from the outcome of this
        uncertainty.
  Management
        plans to raise additional funds through debt or equity offerings. 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 , 2007**Deferred
                  tax assets:Net
                  operating tax carry forwards
              
              $
              1,657,140Other
              
              
              -0-Gross
                  deferred tax assets
              
              
              1,657,140Valuation
                  allowance
              
              
              (1,657,140)Net
                  deferred tax assets
              
              $
              -0-
 
 **As
                  of September 30 , 2006**Deferred
                  tax assets:Net
                  operating tax carry forwards
              
              $
              853,117Other
              
              
              -0-Gross
                  deferred tax assets
              
              
              853,117Valuation
                  allowance
              
              
              (853,117
              )Net
                  deferred tax assets
              
              $
              -0-
 
 17
 
 As
        of
        September 30, 2007 the Company has a  Deferred Tax Asset
        of  $1,657,140 (as of September 30, 2006: $853,117) completely
        attributable to net operating loss carry forwards  of approximately
        $4,873,941 ( which expire 20 years from the date the loss was incurred)
        .consisting  of
 
 (a)
        $38,616, of Net Operating Loss Carry forwards acquired in the reverse
        acquisition and
 
 (b)
        4,
        835,325 attributable to BMSG.
 
 Realization
        of deferred tax assets is dependent upon sufficient future taxable income
        during
        the period that deductible temporary differences and carry forwards are expected
        to be available to reduce taxable income. The achievement of required future
        taxable income is uncertain. In addition, the reverse acquisition of BMSG
        has
        resulted in a change of control. Internal Revenue Code Sec 382 limits the
        amount
        of income that may be offset by net operating loss (NOL) carryovers after
        an
        ownership change. As a result, the Company has the Company recorded a valuation
        allowance reducing all deferred tax assets to 0.
 
 NOTE
        7.
        RELATED PARTY TRANSACTION
 
 On
        July 3,
        2006, the Company acquired 100% of the share capital of BMSG from BMXP Holdings,
        Inc., formerly named Bio-matrix Scientific Group, Inc. in a reverse acquisition
        (See Note 11).
 
 David
        R.
        Koos, the Chairman, CEO and President of the Company, is, and at the time
        of the
        acquisition was, the Chairman and Chief Executive Officer of BMXP Holdings
        Inc.
        as well as beneficial owner of 24% of the share capital of BMXP Holdings,
        Inc.
        Brian Pockett, Vice President, COO and Director of the Company, is , and
        at the
        time of the acquisition was, Chief Operating Officer, Managing Director and
        a
        Director of BMXP Holdings Inc. as well as beneficial owner of 14% of the
        share
        capital of BMXP Holdings, Inc.
 
 On
        October
        11, 2006, the Company entered into an Agreement with BMXP Holdings, Inc (“BMXP”)
        (“Agreement”) pursuant to which the Company issued to BMXP 1,462,570 common
        shares of the Company on or prior to October 12, 2006. This issuance will
        constitute full satisfaction of the amount of $1,191,619 plus any accrued
        and
        unpaid interest, owed to BMXP by the Company.
 
 As
        further
        consideration to BMXP for entering into this Agreement and abiding by the
        terms
        and conditions thereof, at any time within a period of 365 days from the
        date of
        the Agreement, BMXP shall have the right, upon written demand to the Company
        (“Registration Demand”), to cause the Company, within ninety days of the
        Registration Demand, to prepare and file with the United States Securities
        and
        Exchange Commission (“SEC”) a registration statement to register under the
        Securities Act of 1933, as amended, 11,462,570 common shares of the Company
        (including the shares issued pursuant to this Agreement) owned by BMXP
        (“Registerable Securities”), in order that the Registerable Securities may be
        distributed to BMXP shareholders on a pro rata basis ( based on their ownership
        of common shares of the Company as of a Record Date to be determined by BMXP),
        and use its reasonable best efforts to cause that registration statement
        to be
        declared effective by the SEC. This right may also be exercised by any entity
        to
        which BMXP has transferred ownership of the Registerable Securities in trust
        for
        the BMXP Record Shareholders.
 
 On
        April
        4, 2007, 985,168 shares of the Company’s common stock were issued to Bombardier
        Pacific Ventures in full satisfaction of $246,292 owed by the Company to
        Bombardier Pacific Ventures. David R. Koos, the Company’s Chairman of the Board
        of Directors, President, CEO, Secretary, and Acting CFO is the sole beneficial
        owner of Bombardier Pacific Ventures.
 
 On
        July
        30, 2007, the Company issued 566,217 common shares to Bombardier Pacific
        Ventures in satisfaction of the principal amount of $141,554 owed
        by the Company to Bombardier Pacific Ventures. David R. Koos, the Company’s
        Chairman of the Board of Directors, President, CEO, Secretary, and Acting
        CFO,
        is the sole beneficial owner of Bombardier Pacific Ventures.
 
 Between
        October 12, 2007 and November 9, 2007, the Company borrowed $106,240 from
        Bombardier Pacific Ventures. David R. Koos, the Company’s Chairman of the Board
        of Directors, President, CEO, Secretary, and Acting CFO, is the sole beneficial
        owner of Bombardier Pacific Ventures. In consideration for this loan, the
        Company issued bombardier Pacific Ventures a series of Notes, callable at
        par
        plus any accrued and unpaid interest by the company upon five days written
        notice, bearing simple interest at 15% maturing on the following
        dates:
 
 Due
                  Date
              
              Principal
                  AmountOctober
                  25, 2008
              
              $3620October
                  19, 2008
              
              $10,000November
                  9, 2008
              
              $14000October
                  25, 2008
              
              $19,500October
                  12, 2008
              
              $28,000November
                  2, 2008
              
              $31,300
 
 18
 
 NOTE
        8.
        STOCK TRANSACTIONS
 
 Transactions,
        other than employees' stock issuance, are in accordance with paragraph 8
        of SFAS
        123. Thus issuances shall be accounted for based on the fair value of the
        consideration received. Transactions with employees' stock issuance are in
        accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
        accounted for based on the fair value of the consideration received or the
        fair
        value of the equity instruments issued, or whichever is more readily
        determinable.
 
 On
        October, 6, 2006 the Company issued 8,850 shares of common stock to consultants
        for services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
        AND CONSULTANTS STOCK COMPENSATION PLAN.
 
 On
        October
        11, 2006 the Company issued 43,000 shares of common stock to consultants
        for
        services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
        AND
        CONSULTANTS STOCK COMPENSATION PLAN.
 
 On
        October
        11, 2006, the Company shall issued 1,462,570 common shares of the Company
        to
        BMXP Holdings Inc.  in full satisfaction of the amount of $1,191,619
        plus accrued and unpaid interest, owed to BMXP Holdings, Inc. by the
        Company.
 
 On
        November 10, 2006 the Company issued 100,000 shares of common stock to
        management pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
        AND
        CONSULTANTS STOCK COMPENSATION PLAN.
 
 On
        November 10, 2006 the Company issued 25,000 shares of common stock to
        consultants for services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC.
        2006
        EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN.
 
 On
        December 5, 2006 the Company issued 8,334 shares of common stock to a consultant
        for services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
        AND CONSULTANTS STOCK COMPENSATION PLAN.
 
 On
        December 5, 2006 the Company issued 1,391,935 shares of common stock to
        Bio-Technology Partners Business Trust which constituted full satisfaction
        of
        the amount of $246,744 plus accrued interest owed by the Company to
        Bio-Technology Partners Business Trust.
 
 On
        December 14, 2006 the Company issued 68,700 shares of common stock to
        management, employees and consultants for services pursuant to the TASCO
        HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION
        PLAN.
 
 During
        the
        quarter ended March 31, 2007 the Company issued 143,920 shares of common
        stock
        to management and employees as compensation pursuant to the TASCO HOLDINGS
        INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION
        PLAN.
 
 During
        the
        quarter ended March 31, 2007 the Company issued 359,310 to consultants for
        services pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
        AND
        CONSULTANTS STOCK COMPENSATION PLAN.
 
 On
        March
        9, 2007 the Company issued 500,000 shares of common stock to Bio-Technology
        Partners Business Trust which constituted full satisfaction of the amount
        of
        $125,000 owed by the Company to Bio-Technology Partners Business
        Trust.
 
 During
        the
        quarter ended March 31, 2007 the Company issued 500,000 shares of common
        stock
        for cash consideration of $125,000.
 
 On
        April
        4, 2007, the Company issued 240,666 common shares for cash consideration
        of
        $60,166.
 
 On
        April
        4, 2007, the Company issued 27,589 Shares to two purchasers as consideration
        for
        services rendered valued at $6,758.
 
 On
        April
        4, 2007, the Company issued 5,000 common shares as consideration for services
        rendered valued at $1,250.
 
 On
        April
        4, 2007, the Company issued 40,000 common shares to management and employees
        as
        compensation pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
        AND CONSULTANTS STOCK COMPENSATION PLAN.
 
 On
        April
        4, 2007, 985, 168 shares of the Company’s common stock were issued to Bombardier
        Pacific Ventures in full satisfaction of $246,292 owed by the Company to
        Bombardier Pacific Ventures. David R. Koos, the Company’s Chairman of the Board
        of Directors, President, CEO, Secretary, and Acting CFO, is the sole beneficial
        owner of Bombardier Pacific Ventures
 
 On
        April18, 2007, the Company issued 5,000 common shares to an employee as
        compensation pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
        AND CONSULTANTS STOCK COMPENSATION PLAN.
 
 On
        April
        18, 2007, the Company issued 5,000 common shares pursuant to the TASCO HOLDINGS
        INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN
        as
        consideration for services rendered valued at $3,750
 
 On
        May 22,
        2007, the Company issued 15,000 common shares pursuant to the TASCO HOLDINGS
        INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN
        as
        consideration for services rendered valued at $9,300.
 
 On
        May 22,
        2007 the Company issued 65,000 common shares to management pursuant to the
        BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
        COMPENSATION PLAN
  19
  On
        June 7,
        2007, the Company issued 32,040 common shares pursuant to the BIO-MATRIX
        SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN
        as
        consideration for services rendered valued at $20,185.
 
 On
        June 7,
        2007, the Company issued 5,000 common shares to an employee as compensation
        pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS
        STOCK COMPENSATION PLAN.
  On
        June
        21, 2007, 331,597 shares of the Company’s common stock were issued to Venture
        Bridge Advisors in full satisfaction of $82,900 owed by the Company to Venture
        Bridge Advisors.
 
 On
        June
        28, 2007 the Company issued 321,500 common shares pursuant to the BIO-MATRIX
        SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN
        as
        consideration for services rendered valued at $176,825.
 
 On
        June
        28, 2007 the Company issued 35,000 common shares to management pursuant to
        the
        BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
        COMPENSATION PLAN
 
 On
        July
        12, 2007, the Company issued 23,000 common shares to consultants pursuant
        to the
        BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
        COMPENSATION PLAN as consideration for services rendered.
 
 On
        July
        30, 2007, the Company issued 500,000 common shares to consultants pursuant
        to
        the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
        COMPENSATION PLAN as consideration for services rendered
 
 On
        July
        30,2007,  the Company issued 155,000 common shares to management
        pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
        STOCK COMPENSATION PLAN
 
 On
        July
        30, 2007, the Company issued 566,217 common shares to Bombardier Pacific
        Ventures in satisfaction of  the principal amount  of
        $141,554  owed by the Company to Bombardier Pacific Ventures. David R.
        Koos, the Company’s Chairman of the Board of Directors, President, CEO,
        Secretary, and Acting CFO, is the sole beneficial owner of Bombardier Pacific
        Ventures.
 
 On
        July
        31, 2007, the Company issued 760,000 common shares for cash consideration
        of
        $190,000.
 
 On
        August
        6, 2007, the Company issued 620,000 common shares to consultants as
        consideration for services rendered.
 
 On
        August
        6, 2007, the Company issued 440,000 common shares for cash consideration
        of
        $110,000
 
 On
        September 10, 2007, the Company issued 55,000 common shares to consultants
        pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
        STOCK COMPENSATION PLAN as consideration for services rendered
 
 NOTE
        9.
        STOCKHOLDERS' EQUITY
 
 The
        stockholders' equity section of the Company contains the following classes
        of
        capital stock as of September 30, 2007:
 
 *
        Preferred stock, $ 0.0001 par value; 20,000,000 shares authorized: -0- shares
        issued and outstanding.
 
 *
        Common stock, $ 0.0001 par value; 80,000,000 shares authorized: 23,229,396
        shares issued and outstanding
 
 NOTE
        10.
        COMMITMENTS AND CONTINGENCIES
 
 On
        August
        3, 2005, BMSG entered into an agreement to lease a 14,562 square foot facility
        for use as a cellular storage facility at a rate of $18,931 per month. The
        lease
        is for a period of five years commencing on December 1, 2005 and expiring
        on
        November 30, 2010. The lease contains a renewal option enabling the Company
        to
        renew the lease for an additional five years. There are no contingent payments
        which the Company is required to make.
 
 Lease
        Commitments
  Ending
                  September 30
              Amounts2008
              $
                  241,6112009
              248,8642010
              234,3772011
              42,614Total
              $
                  767,466
 
 Since
        the
        signing of this lease, BMSG has been improving this facility and has made
        substantial progress toward creating a cGMP (Good Manufacturing Practices)
        and
        cGTP (Good Tissue Practices) compliant facility specifically designed for
        the
        cryogenic storage of stem cells, medical device engineering, stem cell research
        and stem cell specimen processing laboratories.
 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.
 
 20
  NOTE
        11.
        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. For financial
        accounting purposes, this acquisition was a reverse acquisition of the Company
        by Bio-Matrix Scientific Group, Inc under the purchase method of accounting,
        and
        was treated as a recapitalization with Bio-Matrix Scientific Group, Inc.
        as the
        acquirer.
 
 NOTE
        12.
        TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK
        COMPENSATION PLAN
 
 On
        July
        25, 2006 the Company adopted the TASCO HOLDINGS INTERNATIONAL, INC. 2006
        EMPLOYEE AND CONSULTANTS STOCK COMPENSATIONPLAN (“the Plan”) which provides for
        the issuance of up to 1,500,000 authorized but unissued shares of Common
        Stock
        to eligible employees and consultants for services rendered (“Award Shares” or
“Awards”). These Award Shares were registered with the Securities and Exchange
        Commission (“Commission”) on Form S-8 filed with the Commission on August 8,
        2006. This Plan shall terminate on July 15, 2016.
  Award
        Shares may be issued to Eligible Persons (The term "Eligible Person" means
        any
        natural person who, at a particular time, is an employee, officer, director,
        consultant, or advisor of the Company or any Parent or Subsidiary of the
        Company; provided that, in the case of consultants or advisors such services
        are
        not in connection with the offer and sale of securities in a capital-raising
        transaction and /or such services are not intended to directly or indirectly
        promote or maintain a market for the Company 's securities) in any of the
        following instances:
  (i)
        as a
        bonus for services previously rendered and compensated, in which case the
        recipient of the Award Shares shall not be required to pay any consideration
        for
        such Award Shares, and the value of such Award Shares shall be the Fair Market
        Value of such Award Shares on the date of grant; or
 
 (ii)
        as
        compensation for the previous performance or future performance of services
        or
        attainment of goals, in which case the recipient of the Award Shares shall
        not
        be required to pay any consideration for such Award Shares (other than the
        prior
        performance of his services or the assumption of the obligation of future
        performance of services ).
 
 The
        Plan
        is currently administered by the Plan Committee, which currently consists
        of the
        entire Board of Directors of the Company, and which has sole and absolute
        discretion to interpret and determine the effect of all matters and questions
        relating to this Plan.
 
 The
        Plan
        Committee has the full and final authority in its sole discretion, at any
        time
        and from time-to-time, subject only to the express terms, conditions and
        other
        provisions of the Articles of Incorporation of the Company and this Plan,
        and
        the specific limitations on such discretion set forth herein, to:
 
 (i)
        Designate the Eligible Persons or classes of Eligible Persons eligible to
        receive Awards from among the Eligible Persons;
 
 (ii)
        Grant
        Awards to such selected Eligible Persons or classes of Eligible Persons in
        such
        form and amount (subject to the terms of the Plan) as the Plan Committee
        shall
        determine;
 
 (iii)
        Interpret the Plan, adopt, amend and rescind rules and regulations relating
        to
        the Plan, and make all other determinations and take all other action necessary
        or advisable for the implementation and administration of the Plan;
        and
 
 (iv)
        Delegate all or a portion of its authority to one or more directors of the
        Company who are executive officers of the Company, subject to such restrictions
        and limitations (such as the aggregate number of shares of Common Stock that
        may
        be awarded) as the Plan Committee may decide to impose on such delegate
        directors.
 
 As
        of
        September  30, 2007 , 1,454,772  shares have been issued
        pursuant to the Plan
  **Number
                  of****Shares****As
                  of September 30, 2007:**Granted
              
              
              1,454,772
              *Remaining
                  shares available for issuance under the Plan as of
                  September  30, 2007
              
              
              45,228
  *Does
        not
        include 300,000 shares which were issued erroneously and subsequently
        cancelled
 
 21
  NOTE
        13.
        BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
        COMPENSATION PLAN
 
 On  June
        3 , 2007 the Company adopted the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007
        EMPLOYEE  AND CONSULTANTS STOCK COMPENSATION PLAN (“the  Bio
        Plan”) which provides for the issuance of up to 1,500,000 authorized but
        unissued shares of Common Stock to eligible employees and consultants for
        services rendered (“Award Shares” or “Awards”). These Award Shares were
        registered with the Securities and Exchange Commission (“Commission”) on Form
        S-8 filed with the Commission on June 5, 2007. This Bio Plan shall terminate
        on
        June 3, 2017.
 
 Award
        Shares may be issued to Eligible Persons (The term "Eligible Person" means
        any
        natural person who, at a particular time, is an employee, officer, director,
        consultant, or advisor of the Company or any Parent or Subsidiary of the
        Company; provided that, in the case of consultants or advisors such services
        are
        not in connection with the offer and sale of securities in a capital-raising
        transaction and /or such services are not intended to directly or indirectly
        promote or maintain a market for the Company ’s securities) in any of the
        following instances:
 
 (i)
        as a
        bonus for services previously rendered and compensated, in which case the
        recipient of the Award Shares shall not be required to pay any consideration
        for
        such Award Shares, and the value of such Award Shares shall be the Fair Market
        Value of such Award Shares on the date of grant; or
 
 (ii)
        as
        compensation for the previous performance or future performance of services
        or
        attainment of goals, in which case the recipient of the Award Shares shall
        not
        be required to pay any consideration for such Award Shares (other than the
        prior
        performance of his services or the assumption of the obligation of future
        performance of services ).
 
 The
        Bio
        Plan is currently administered by a Plan Committee, which currently consists
        of
        the entire Board of Directors of the Company, and which has sole and absolute
        discretion to interpret and determine the effect of all matters and questions
        relating to this Bio Plan.
 
 The
        Plan
        Committee has the full and final authority in its sole discretion, at any
        time
        and from time-to-time, subject only to the express terms, conditions and
        other
        provisions of the Articles of Incorporation of the Company and this Bio Plan,
        and the specific limitations on such discretion set forth herein,
        to:
 
 (i)
        Designate the Eligible Persons or classes of Eligible Persons eligible to
        receive Awards from among the Eligible Persons;
 
 (ii)
        Grant
        Awards to such selected Eligible Persons or classes of Eligible Persons in
        such
        form and amount (subject to the terms of the Plan) as the Plan Committee
        shall
        determine;
 
 (iii)
        Interpret the Plan, adopt, amend and rescind rules and regulations relating
        to
        the Plan, and make all other determinations and take all other action necessary
        or advisable for the implementation and administration of the Plan;
        and
 
 (iv)
        Delegate all or a portion of its authority to one or more directors of the
        Company who are executive officers of the Company, subject to such restrictions
        and limitations (such as the aggregate number of shares of Common Stock that
        may
        be awarded) as the Plan Committee may decide to impose on such delegate
        directors.
  As
        of
        September 30, 2007, 1.198.540 shares have been issued pursuant to the
        Plan
  **Number
                  of****Shares****As
                  of September  30, 2007:**Granted
              
              1.198.540Remaining
                  shares available for issuance under the Plan as of September 30,
                  2007
              
              301,460
  NOTE
        14.
        SUBSEQUENT EVENTS
 
 On
        October
        2, 2007, the Company issued 21,429 common shares to consultants pursuant
        to the
        BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
        COMPENSATION PLAN as consideration for services rendered
 
 On
        October
        4, 2007, the Company issued 28,752 common shares to consultants pursuant
        to the
        BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
        COMPENSATION PLAN as consideration for services rendered
 
 On
        October
        29, 2007, the Company issued 20,000 common shares to consultants pursuant
        to the
        BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS STOCK
        COMPENSATION PLAN as consideration for services rendered.
 
 On
        November 1, 2007, the Company was granted a Biologics license (“License”) from
        the Department of Health Services of the State of California. This License
        permits the Company’s current facility to accept and store cord blood (Stem
        Cells), whole blood, and various blood related specimens for cryogenic short
        and
        long term storage and on November 13, 2007, the Company entered into an
        agreement with Dr. Joao L. Ascensao, M.D., Ph.D., F.A.C.P. whereby Dr. Ascensao,
        as an independent contractor and not as an employee, has agreed to act
        as  the Company’s  Medical Director.
 
 On
        November 7, 2007, the Company issued 28,750 common shares to consultants
        pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
        STOCK COMPENSATION PLAN as consideration for services rendered.
 
 Between
        October 12, 2007 and November 9, 2007, the Company borrowed $106,240 from
        Bombardier Pacific Ventures. David R. Koos, the Company’s Chairman of the Board
        of Directors, President, CEO, Secretary, and Acting CFO, is the sole beneficial
        owner of Bombardier Pacific Ventures. In consideration for this loan, the
        Company issued bombardier Pacific Ventures a series of Notes, callable at
        par
        plus any accrued and unpaid interest  by the company upon five days
        written notice, bearing simple interest at 15% maturing on the following
        dates:
  22
  Due
                  Date
              
              Principal
                  AmountOctober
                  25, 2008
              
              $3620October
                  19, 2008
              
              $10,000November
                  9, 2008
              
              $14000October
                  25, 2008
              
              $19,500October
                  12, 2008
              
              $28,000November
                  2, 2008
              
              $31,300
 
 On
        November 14, 2007 the Company sold a   $50,000 face value
        convertible debenture (“Convertible Debenture”) for an aggregate purchase price
        of $50,000 to one purchaser.
 
 Interest
        on the Convertible Debenture shall accrue at a rate of 12% per annum based
        on a
        365 day year. The Company shall pay simple interest to the holder on the
        aggregate unconverted and then outstanding principal amount of this Convertible
        Debenture at the rate of 12% per annum, payable on the maturity Date, which
        is
        November 14, 2009.
 
 At
        any
        time subsequent to the expiration of a six month period since either
        of:
 
 (i)           that
        Registration Statement, as amended,  filed with the SEC on Form SB-2
        relating to the sale of an aggregate of 17,195,263 shares of the common stock
        of
        the Company  by certain selling shareholders (the “Selling
        Shareholders Registration Statement”) has been declared effective by the SEC
        or
 (ii)           the
        Selling Shareholder Registration Statement has been withdrawn by the
        Company,
 
 the
        holder
        may convert the Convertible Debenture, in whole but not in part, into the
        Company’s common shares at the conversion rate  of $0.15 per
        Share.
 
 Subsequent
        to any conversion , the holder  shall have the right, upon written
        demand to Company (“Registration Demand”), to cause Company, within ninety days
        of the Registration Demand, to prepare and file with the United States
        securities and Exchange Commission (“SEC”) a Registration Statement in order
        that the Conversion Shares may be registered under the Securities Act of
        1933,
        as amended, and use its reasonable best efforts to cause that Registration
        Statement to be declared effective by the SEC. There is no penalty to the
        Company in the event the registration Statement is not declared effective
        by the
        SEC.
 
 On
        November 26, 2007, the Company issued 48,510 common shares to consultants
        pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
        STOCK COMPENSATION PLAN as consideration for services rendered.
 
 On
        December 6, 2007, the Company issued 25,000 common shares to consultants
        pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
        STOCK COMPENSATION PLAN as consideration for services rendered.
 
 On
        December 17, 2007, the Company issued 19,166 common shares to a consultant
        pursuant to the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE AND CONSULTANTS
        STOCK COMPENSATION PLAN as consideration for services rendered.
  ITEM
        8 -
        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE
 
 Not
        Applicable
 
 ITEM
        8A -
        CONTROLS AND PROCEDURES
 
 Based
        on
        his evaluation as of September 30, 2007,, 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
 
 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
              
              49
              
              Chairman
                  of the Board of Directors, President, CEO, Secretary, and Acting
                  CFOBrian
                  Pockett
              
              53
              
              Vice
                  President and COO, Director
  David
        R.
        Koos, Ph.D. & DBA (49) - Chairman and CEO, Secretary,  Acting
        CFO
  23
  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 (Ph.D.) 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 Ph.D. 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.” 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). 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.
  Education:
  DBA
        -
        Finance (December 2003)
 Atlantic
        International University
 Non-Accredited
        University
 
 Ph.D.
        -
        Sociology (Economic Sociology - September 2003)
 Atlantic
        International University
 Non-Accredited
        University
 
 MA
        -
        Sociology (Economic Sociology - June 1983)
 University
        of California - Riverside, California
 Fully
        Accredited
  24
  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 Present
   Chairman,
                  Chief Executive Officer, Secretary &Acting Chief Financial
                  Officer
              Frezer
                  Inc.
              May
                  2, 2005 to   February
                  2007
   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.
  Brian
        Pockett (53) - Managing Director and COO
 
 Brian
        Pockett has served as 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 Present
  Managing
                  Director & Chief Operating Officer
              Frezer
                  Inc.
              May
                  2, 2005 to February 2007
  Managing
                  Director & Chief Operating Officer
              BMXP
                  Holdings, Inc.
                BMSG
              December
                  6, 2004 to Present
  Business
                  Development Consultant
              Cell
                  Bio-Systems Inc.
                (New
                  York)
              April
                  1, 2003 to November 30, 2004
  Sales
                  & Marketing Consultant
              North
                  County Times
              July
                  1, 2002 to March 15, 2003
  Independent
                  Magazine Contractor
              DaVinci
              January
                  1, 2000 to June 30, 2002
  Independent
                  Magazine Contractor
              Digital
                  Diner
              January
                  1, 2000 to June 30, 2002
  Independent
                  Magazine Contractor
              Shock
                  Waves
              January
                  1, 2000 to June 30, 2002
 
 25
  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.
 
 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 present
  President
              Frezer
                  Inc., San Diego , CA
              May
                  2, 2005 to present
  President
              BMXP
                  Holdings, Inc.. San Diego, CA
              March,
                  2005 to present
  Consultant
                  in Biotechnology
              Self
                  employed, Tarpon Springs FL
              July,
                  2004 to March, 2005
  Laboratory
                  and Scientific Director
              Cryo-Cell
                  International Inc, Clearwater, FL
              April,
                  1999 to June, 2004
  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, and 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
 
 26
  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.
  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 delegated
        directors.
 
 Plan
        Committee, BIO-MATRIX SCIENTIFIC GROUP, INC. 2007 EMPLOYEE  AND
        CONSULTANTS STOCK COMPENSATION PLAN
 
 On  June
        3 , 2007 we adopted the BIO-MATRIX SCIENTIFIC GROUP, INC. 2007
        EMPLOYEE  AND CONSULTANTS STOCK COMPENSATION PLAN (“the  Bio
        Plan”) which provides for the issuance of up to 1,500,000 authorized but
        unissued shares of Common Stock to eligible employees and consultants for
        services rendered (“Award Shares” or “Awards”). These Award Shares were
        registered with the Securities and Exchange Commission (“Commission”) on Form
        S-8 filed with the Commission on June 5, 2007. This Bio Plan shall terminate
        on
        June 3, 2017.
 
 Award
        Shares may be issued to Eligible Persons (The term "Eligible Person" means
        any
        natural person who, at a particular time, is an employee, officer, director,
        consultant, or advisor of 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 our 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
 
 27
  (ii)
        as
        compensation for the previous performance or future performance of services
        or
        attainment of goals, in which case the recipient of the Award Shares shall
        not
        be required to pay any consideration for such Award Shares (other than the
        prior
        performance of his services or the assumption of the obligation of future
        performance of services ).
 
 The
        Bio
        Plan is currently administered by a Plan Committee, which currently consists
        of
        our entire Board of Directors , and which has sole and absolute discretion
        to
        interpret and determine the effect of all matters and questions relating
        to this
        Bio Plan.
 
 The
        Plan
        Committee has the full and final authority in its sole discretion, at any
        time
        and from time-to-time, subject only to the express terms, conditions and
        other
        provisions of our Articles of Incorporation and this Bio Plan, and the specific
        limitations on such discretion set forth herein, to:
 
 (i)
        Designate the Eligible Persons or classes of Eligible Persons eligible to
        receive Awards from among the Eligible Persons;
 
 (ii)
        Grant Awards to such
        selected Eligible Persons or classes of Eligible Persons in such form and
        amount
        (subject to the terms of the Plan) as the Plan Committee shall
        determine;
 
 (iii)
        Interpret the Plan, adopt, amend and rescind rules and regulations relating
        to
        the Plan, and make all other determinations and take all other action necessary
        or advisable for the implementation and administration of the Plan;
        and
 
 (iv)
        Delegate all or a portion of its authority to one or more of our
        directors  who are our executive officers , 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:
  ·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 2007, 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:
 
 BMXP
        Holdings, Inc, a beneficial owner of over 10% of our shares outstanding,
        filed
        two late Form 4s
  Brian
        Pockett, an Officer and Director , filed 2 late Form 4s had a Bio-Matrix
        transaction on 1/16/07, Form 4 Filed on 1/26/07
 
 David
        Raymond Koos , an Officer Director and beneficial owner of over 10% of our
        shares outstanding, filed one late Form 4
  28
  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
 
 The
        following table sets forth information relating to the annual and long-term
        compensation for the fiscal year ended September 30, 2007:
 
 **SUMMARY
                  COMPENSATION TABLE**Name
                  and principal position
              Year
              Salary($)
              Bonus($)
                (b)
              Stock
                  Awards($)
                (c)
              Option
                Awards($)
              Non-Equity
                  Incentive
                Plan
                Compensation
                  ($)
              Nonqualified
                Deferred
                Compensation
                Earnings
                  ($)
              All
                  Other
                Compensation
                ($)(d)
              Total
                  ($)Dr.
                  David Koos
                Chairman,
                  CEO and President
              October
                  1, 2006
                to
                  September 30,
                2007
              $10,000*
              $8,000
              $197,600
              
              
              
              $4,446
              $220,046Mr.
                  Brian Pockett
                Vice
                  President,
                COO
                  and  Director
              October
                  1, 2006
                to
                  September 30,
                2007
              $49,000
              $6,400
              $76,550
              
              
              
              $12,800
              $144,750
 
 Currently,
        neither of Dr. David Koos or Mr. Brian Pockett is party to an employment
        agreement with us.
  *
        Does not
        include $12,000 in Accrued Compensation outstanding as of September 30,
        2007.
 (b)
        Bonus
        was granted in Common Shares issued pursuant to pursuant to the TASCO HOLDINGS
        INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS STOCK COMPENSATION
        PLAN.
 (c)
        Stock
        Awards issued pursuant to TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
        AND
        CONSULTANTS STOCK COMPENSATION PLAN and BIO-MATRIX SCIENTIFIC GROUP, INC.
        2007
        EMPLOYEE AND CONSULTANTS STOCK COMPENSATION PLAN
 (d)
        Premiums paid by us for employee’s health insurance.
 
 Neither
        of
        Dr. Koos or Mr. Pockett is party to an executed employment agreement. We
        are
        currently compensating Dr. Koos $12,000 per month for his services, exclusive
        of
        any bonuses or benefits.  We are currently compensating Mr.
        Pockett  $7,000  per month for his services, exclusive of
        any bonuses or benefits.
  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
        24, 2007, 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.
 
 
 Title
                  of Class
              Name
                  and Address of Beneficial Owner
              Amount
                  and Nature of Beneficial Owner
              Percent
                  of ClassCommon
              David
                  R. Koos (a)(b)
                C/o
                  Bio-Matrix Scientific Group, Inc
                8885
                  REHCO RD.SAN DIEGO CA92121
              13,206,955
              56.45%Common
              Brian
                  Pockett(a)
                C/o
                  Bio-Matrix Scientific Group, Inc
                8885
                  REHCO RD.SAN DIEGO CA92121
              1,766,720
              759%Common
              BMXP
                  Holdings Shareholder Business Trust
                1010
                  University Ave #40, San Diego, CA 92103
              11,462,570
              48.99%Common
              All
                  Officers and Directors
                As
                  a
                  Group(a)(b)(c)
              13,378,915
              57.85%
  (a)
        Includes 11,462,570 Common Shares owned by BMXP Holdings Shareholder Business
        Trust.  David R. Koos is the Trustee of BMXP Holdings Shareholder
        Business Trust. as well as beneficial owner of 24% of the BMSN common shares
        owned by the Trust. Brian Pockett is a beneficial owner of 14% of the BMSN
        common shares owned by the Trust.(b) Includes shares owned by Bombardier Pacific Ventures Inc.,
        which is wholly owned by David Koos. (c) Combined holdings of BMXP Shareholder
        Business Trust, David Koos’ direct holdings and Brian Pockett’s direct
        holdings.
  29
  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
  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 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.
 
 On
        October
        11, 2006, we entered into an Agreement with BMXP Holdings, Inc (“BMXP”)
        (“Agreement”) pursuant to which we issued to BMXP 1,462,570 common shares of the
        Company on or prior to October 12, 2006. This issuance constituted full
        satisfaction of the amount of $1,191,619 plus any accrued and unpaid interest,
        owed to BMXP by the Company at that time.
 
 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 us
        (“Registration Demand”), to cause us, within ninety days of the Registration
        Demand, to prepare and file with the United States Securities and Exchange
        Commission (“SEC”) a registration statement to register under the Securities Act
        of 1933, as amended, 11,462,570 of our common shares  (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 our common
        shares  as of a Record Date to be determined by BMXP), and use our
        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. As of June 28, 2007 the shares owned by BMXP were
        transferred by BMXP to the BMXP Holdings Shareholder Business Trust for the
        benefit of BMXP Holdings Inc. shareholders of record May 23, 2007.
 
 On
        April
        4, 2007, 985,168 of our common shares  were issued to Bombardier
        Pacific Ventures in full satisfaction of $246,292 owed by the Company to
        Bombardier Pacific Ventures. David R. Koos, the Company’s Chairman of the Board
        of Directors, President, CEO, Secretary, and Acting CFO is the sole beneficial
        owner of Bombardier Pacific Ventures.
 
 None
        of
        our Directors may be considered independent under the independence standards
        applicable to the small business issuer under paragraph (a)(1) of Item407
        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 ACT
  30
 
 ITEM
        14
        - PRINCIPAL ACCOUNTANT FEES AND
        SERVICES
 
 The
        following table sets forth the aggregate fees billed to us by Chang G. Park
        :
 
 Period
                beginning
                Oct
                  1, 2006
                and
                  ending
                September30,
                2007Audit
                  Fees
              
              $
              11,000Audit
                  Related Fees
              
              
              4,500Tax
                  FeesAll
                  Other Fees$
              15,500
  *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 2007 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.
 
  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 2006 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.
  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
                  R. KoosDavid
                  R. KoosChairman,
                  CEO and President
 
 Dated:
        December 24, 2007
   31