UNITED STATES SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D. C. 20549





FORM 10-K/A


Amendment No. 2





ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934








For the Year Ended September 30, 2009


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)





Securities registered pursuant to Section 12(b) of the Exchange Act:





Title of Each Class

to be so Registered:
Name of each exchange on which registeredNone
None





Securities registered under Section 12(g) of the Act:





Common Stock, Par Value $.0001


(Title of Class)





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


Yes [   ]  No [X]





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





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





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





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





Large Accelerated Filer [   ]

Accelerated Filer [   ]Non-accelerated Filer [   ]

Smaller reporting company [X]








Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [   ]  No [X]





As of March 31, 2009, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant, based upon the closing price of the common stock, under the symbol “BMSN” as quoted on the OTC Bulletin Board of $0.20, was approximately $4,985,475.  For purposes of the statement in the preceding statement, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.





Number of shares outstanding of each of the issuer's class of common stock as of January 11, 2010:





Common: 48,333,630


Preferred: 2,975,478


Series AA Preferred: 4,852


Series B Preferred: 725,409





Pursuant to this Amendment No 2 on Form 10-K/A, the registrant amends "Item 9A. Controls and Procedures” for the  Form 10-K/A  dated July 12, 2010 for the annual period ended September 30, 2009.






















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Item 9A. Controls and Procedures.





Our management is responsible for establishing and maintaining an adequate system of internal controls over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles (“GAAP”).





Our internal controls over financial reporting includes those policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:





Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;





Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and





Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer's assets that could have a material effect on the financial statements.





A control system, no matter how well conceived and operated, can provide only reasonable, no absolute, assurance that the objectives of the control systems are met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.  Because of the inherent limitation in a cost effective control system, misstatements due to error or fraud may occur and not be detected.  We will conduct periodic evaluations of our internal controls to enhance, where necessary, our procedures and controls.





Our Chief Executive Officer and Acting Chief Financial Officer, has  conducted  an assessment, including testing of the effectiveness of our internal controls over financial reporting as of April 30, 2010.  Management’s assessment of internal controls over financial reporting was based on the framework in  Internal Control over Financial Reporting – Guidance for Smaller Public Companies (2006) issued by the Committee of Sponsoring Organizations of the Treadway Commission. David Koos, our Chief Executive Officer and Acting Chief Financial Officer who is also our principal executive officer and principal financial officer,   evaluated our  system of internal controls over financial reporting and  concluded that our system of internal controls over financial reporting was effective as of September 30, 2009.





This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.





There have not been any changes in the Company’s internal control over financial reporting during the fiscal quarter  ended September 30, 2009 that have materially affected, or are reasonably likely to materially affect the Company’s internal control over financial reporting.





























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SIGNATURES








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








Bio-Matrix Scientific Group, Inc.By:

/s/  David R. KoosName: David R. KoosTitle:  Chairman, Chief

Executive Officer, President, Acting Chief Financial OfficerDate: August 10, 2010








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 and on the dates indicated.




Signature
Title
Date/s/ David R. Koos

David R. Koos
Chairman of the Board
August 10, 2010








































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