UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION




WASHINGTON,
      D. C. 20549





FORM
      10-KSB/A


Amendment
      No. 1





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








For
      the
      Year Ended September 30, 2006





File
      Number: 0-32201








BIO
      MATRIX SCIENTIFIC GROUP, INC.


(Exact
      name of registrant as specified in its charter)










DELAWARE
            33-0824714(State
                of jurisdiction of Incorporation)
            (I.R.S.
                Employer Identification No.)8885
                REHCO RD.SAN DIEGO CA
            92121(Address
                of principal executive offices)
            (Zip
                Code)





(619)
      398-3517 ext. 308


(Registrants
      telephone number, including area code)





Indicate
      by check mark whether the Registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the Registrant was required
      to file such reports) and (2) has been subject to such filing requirements
      for
      the past 90 days. Yes x No 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 22, 2006: $1,850,827. The voting stock held by non-affiliates on that
      date consisted of 4,625,319 shares of common stock.





Number
      of
      shares outstanding of each of the issuer's class of common stock as of December
      12, 2006:





Common
      Stock: 16,399,909     Preferred Stock: 0





1




TABLE
        OF
        CONTENTS
 
 
 PART
                  I
  ITEM
                  1.
              DESCRIPTION
                  OF BUSINESS
              3ITEM
                  2.
              DESCRIPTION
                  OF PROPERTY
              10ITEM
                  3.
              LEGAL
                  PROCEEDINGS
              11ITEM
                  4.
              SUBMISSION
                  OF MATTERS TO A VOTE OF SECURITIES
                  HOLDERS
              11
  PART
                  II
  ITEM
                  5.
              MARKET
                  FOR COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS
              11ITEM
                  6.
              MANAGEMENT'S
                  DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF 
                  OPERATIONS
              12ITEM
                  7.
              FINANCIAL
                  STATEMENTS
              13ITEM
                  8.
              CHANGES
                  IN AND DISAGREEMENTS WITH
                  ACCOUNTANTS AND FINANCIAL DISCLOSURE
              29
  PART
                  III
  ITEM
                  9.
              DIRECTORS
                  AND EXECUTIVE OFFICERS OF THE
                  REGISTRANT
              30ITEM
                  10.
              EXECUTIVE
                  COMPENSATION
              37ITEM
                  11.
              SECURITY
                  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                  AND MANAGEMENT
              37ITEM
                  12.
              CERTAIN
                  RELATIONSHIPS AND RELATED
                  TRANSACTIONS
              38ITEM
                  13.
              EXHIBITS
                  AND REPORTS ON FORM 8-K
              39ITEM
                  14.
              PRINCIPAL
                  ACCOUNTANT FEES AND
                  SERVICES
              40
  SIGNATURES
              
              41





2









THE
      STATEMENTS CONTAINED IN THIS REPORT ON FORM 10-KSB THAT ARE NOT HISTORICAL
      FACTS
      ARE “FORWARD-LOOKING STATEMENTS (AS THAT TERM IS DEFINED IN THE PRIVATE
      SECURITIES LITIGATION REFORM ACT OF 1995), THAT CAN BE IDENTIFIED BY THE USE
      OF
      FORWARD-LOOKING WORDS SUCH AS “BELIEVES, “EXPECTS, “MAY,” “WILL,” “SHOULD,” OR
“ANTICIPATES,” OR THE NEGATIVE OF THESE WORDS OR OTHER VARIATIONS OF THESE WORDS
      OR COMPARABLE WORDS, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND
      UNCERTAINTIES. MANAGEMENT WISHES TO CAUTION THE READER THAT THESE
      FORWARD-LOOKING STATEMENTS INCLUDING, BUT NOT LIMITED TO, STATEMENTS REGARDING
      THE PLANNED EFFORTS TO IMPLEMENT THE COMPANY'S BUSINESS PLAN, THE STATUS OF
      STEM
      CELL TECHNOLOGY, OUR PLANNED MEDICAL DEVICE PRODUCTS, AND ANY OTHER EFFORTS
      THAT
      THE COMPANY INTENDS TO TAKE IN AN ATTEMPT TO GROW THE COMPANY, ENHANCE SALES,
      ATTRACT & RETAIN QUALIFIED PERSONNEL, AND OTHERWISE EXPAND THE COMPANY'S
      BUSINESS ARE NOT HISTORICAL FACTS AND ARE ONLY PREDICTIONS. NO ASSURANCES CAN
      BE
      GIVEN THAT SUCH PREDICTIONS WILL PROVE CORRECT OR THAT THE ANTICIPATED FUTURE
      RESULTS WILL BE ACHIEVED. ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY EITHER
      BECAUSE ONE OR MORE PREDICTIONS PROVE TO BE ERRONEOUS OR BECAUSE OF THE
      CONTINUING RISKS AND UNCERTAINTIES FACING THE COMPANY. SUCH RISKS INCLUDE,
      BUT
      ARE NOT LIMITED TO, THE FOLLOWING: BUSINESS (OR SYSTEMATIC) RISK ASSOCIATED
      WITH
      AN EARLY STAGE COMPANY, UNSYSTEMATIC RISK, AND POLITICAL RISK. FURTHER, BECAUSE
      OF THE SMALL SIZE OF THE COMPANY, THE COMPANY'S LIMITED FINANCIAL AND MANAGERIAL
      RESOURCES AND THE CONTINUING COMPETITIVE PRESSURES AND UNCERTAINT REGULATORY
      ENVIRONMENT, ANY ONE OR MORE OF THESE AND OTHER RISKS COULD CAUSE ACTUAL RESULTS
      TO DIFFER MATERIALLY FROM THE FUTURE RESULTS INDICATED, EXPRESSED, OR IMPLIED
      IN
      SUCH FORWARD-LOOKING STATEMENTS. ALL REFERENCES TO “WE” OR “US” CONTAINED WITHIN
      THIS FORM 10-KSB REFER TO BIO MATRIX SCIENTIFIC GROUP, INC.




PART
      I


ITEM
      1 -
      DESCRIPTION OF BUSINESS




BUSINESS
      DEVELOPMENT





We
      were
      organized October 6, 1998, under the laws of the State of Delaware as Tasco
      International, Inc.





We
      are in
      the development stage.





From
      October 6, 1998 (the date of incorporation) of to October 19, 1999, we were
      in
      the business of marketing and selling hand-made jewelry and art objects on
      the
      Internet. We conducted no operations past the development stage and did not
      generate any revenues in this business.





From
      October 19, 1999 to July 3, 2006 (the date of Acquisition of BMXG) , we were
      in
      the business of providing production of visual content and other digital media,
      including still media, 360-degree images, video, animation and audio for the
      Internet.





Acquisition
      of Bio Matrix Scientific group, Inc., a Nevada corporation:





On
      June
      14, 2006, we and Bio-Matrix Scientific Group, Inc., a Delaware corporation
      (the
“Seller”) entered into a Stock Purchase Agreement (the “Acquisition Agreement”)
      to acquire 100% of Bio-Matrix Scientific Group, Inc., a Nevada
      corporation.





Under
      the
      terms of the Acquisition Agreement and pursuant to a separate Escrow Agreement
      between us and the Seller, we delivered to the Escrow Agent the sum of
      10,000,000 shares of our common stock and other corporate and financial records
      and the Seller delivered to the Escrow Agent 25,000 shares of the common stock
      of Bio-Matrix Scientific Group, Inc., a Nevada corporation, its wholly owned
      subsidiary (“BMSG”). As a part of the transaction and pursuant to the terms of
      the Acquisition Agreement and Stock Cancellation Agreement between the parties
      and John Lauring, our former Chairman and Chief Executive Officer, John Lauring
      returned 10,000,000 shares of the Buyer held and owned by him for
      cancellation.





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





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







3





As
      a
      result of the Acquisition Agreement, BMSG is our wholly owned subsidiary. We
      abandoned our efforts in the field of digital media production when we acquired
      100% of BMSG on July 3, 2006. BMSG is a development stage company in the
      business of designing, developing, and marketing medical devices, specifically
      disposable instruments used in stem cell extraction and tissue transfer
      procedures and operating cryogenic cellular storage facilities, specifically
      stem cell banking facilities.




Through
      BMSG, we have developed a line of medical devices (approximately 192 disposable
      instruments for use in the plastic surgery field and stem cell research). The
      instruments are designed to be used to harvest adult stem cells from adipose
      (fat) tissue. We seek to market and sell these instruments to plastic surgeons
      and to offer the patients of these plastic surgeons an opportunity to store
      stem
      cells derived from adipose tissue for future medical treatments. We have not
      conducted or obtained any independent evaluation of the efficacy or likely
      market interest in using these instruments. Our evaluations have been limited
      to
      those conducted by our management without the benefit of any independent or
      third party professional evaluation.




Through
      BMSG , we are currently constructing what we believe is a state-of-the art,
      FDA
      good manufacturing practices (cGMP) and good tissue practices (cGTP) compliant
      facility for the processing and cryo-storage (in liquid nitrogen) of adult
      stem
      cells. We anticipate that we will offer a similar service to expectant parents
      by offering to store their newborn's cord blood stem cells as well. In
      undertaking these plans, we intend to offer such storage services at our planned
      facility. The planned facility is located at 8885 Rehco Road, San Diego,
      California 92121 and has approximately 15,000 square feet. The planned facility
      was acquired under a five year lease on December 1, 2005 at a current cost
      of
      $18,931 per month (plus certain common area costs). Under the terms of the
      lease, the lease term may be extended for an additional five year lease term
      at
      the then prevailing market prices.








All
      of our
      current plans and strategy have been developed solely by our officers and
      Directors











BUSINESS
      OF THE ISSUER





PRINCIPAL
      PRODUCTS AND SERVICES


We
      are
      engaged primarily in





(a
      ) the
      cryogenic storage of stem cells and





(b)
      the
      development of medical devices used in live tissue transfer and stem cell
      research. Live tissue transfer is the process of harvesting, treating, and
      re-injecting tissue without damaging precious living cells, potentially
      increasing the chance of tissue surviving once transplanted to a donor
      site.





Stem
      Cell
      Bank





We
      are
      currently constructing what we believe to be a state-of-the art, FDA good
      manufacturing practices (cGMP) and good tissue practices (cGTP) compliant
      facility for the processing and cryo-storage (in liquid nitrogen) of adult
      stem
      cells. We anticipate that we will offer a similar service to expectant parents
      by offering to store their newborn's cord blood stem cells as well. In
      undertaking these plans, we intend to offer such storage services at our planned
      facility. This facility is located at 8885 Rehco Road, San Diego, California
      92121 and has approximately 15,000 square feet. The planned facility was
      acquired by our operating subsidiary under a five year lease on December 1,
      2005
      at a current cost of $18,931 per month (plus certain common area costs). Under
      the terms of the lease, the lease term may be extended for an additional five
      year lease term at the then prevailing market prices.





Medical
      devices





Through
      BMSG, we have developed a line of medical devices consisting of approximately
      192 disposable instruments for use in the plastic surgery field and stem cell
      research. We seek to market and sell these instruments to plastic surgeons
      and
      to offer the patients of these plastic surgeons an opportunity to store stem
      cells derived from adipose tissue for future medical treatments.





BMXG
      has
      filed six provisional patent applications, one utility patent application and
      one international patent application. These are as follows:




A.
      Cannula
      - This provisional patent application was filed based on BMXG's intellectual
      property and designs relating to tubular instruments used in stem cell
      harvesting and tissue transfers.




B.
      Tissue
      Transfer Cannula and Connectors - This provisional patent application was filed
      based on BMXG's intellectual property relating to tubular instrument connectors
      used in conjunction with cannulae designed specifically for stem cell harvesting
      and tissue transfer procedures. These tissue transfer connectors will allow
      the
      transfer of tissue from a 20cc to a 3cc or 6cc or 12cc syringe for harvesting
      or
      tissue transfer procedures.







4





C.
      Syringe Clip - This provisional patent application was filed based on BMXG's
      intellectual property relating to a locking device used with syringes which
      are
      connected to smaller size cannulae in stem cell harvesting and tissue transfer
      procedures. This syringe clip is designed to hold and lock the plunger on the
      Monoject 3cc, 6cc, 12cc, and 20cc syringes. By locking the plunger in place
      it
      protects the harvested cells until processing.




D.
      Syringe
      Clip - This provisional patent application was filed based on BMXG's
      intellectual property relating to a locking device used with syringes which
      are
      connected to larger sized cannulae in stem cell harvesting and tissue transfer
      procedures. This syringe clip is designed to hold and lock the plunger on the
      Monoject 60cc syringe by locking the plunger it protects the harvested cell
      until processing.




E.
      Tissue
      Transfer Cannula and Connectors - This provisional patent application was filed
      based on BMXG's intellectual property relating to the tubular instrumentation
      system used in stem cell harvesting and tissue transfer procedures. This
      transfer system is used to transfer human tissue from a 60cc syringe to a 35cc
      or 20cc syringe for tissue transfer.




F.
      Cannula
      Handle and Storage System - This provisional patent application was filed back
      on BMXG's intellectual property relating to a locking device used with syringes
      which are connected to cannulae in stem cell harvesting and tissue transfer
      procedures. This cannula handle will reduce hand and arm fatigue. The handle
      will allow a proper flow of tissue through the cannula using an aspirator or
      a
      pull syringe.




G.
      Tissue
      Transfer Cannula and Connectors - This utility patent application was filed
      based on BMXG's previously filed provisional patent application relating to
      the
      aforementioned intellectual property pertaining to tubular instruments locking
      device used with syringes which are connected to cannulae in stem cell
      harvesting and tissue transfer procedures.




H.
      Tissue
      Transfer Cannula and Connectors - This international utility patent application
      was filed in conjunction with the utility patent application mentioned in Item
      G





Veterinary
      Division





Since
      many
      of the medical devices we have developed can easily be used in veterinary
      applications, we plan to pursue opportunities in this field. Although the plans
      for this field are still evolving, initially we expect to only be involved
      in
      the cryogenic storage of animal stem cells. The veterinary specimens would
      be
      totally isolated from human specimens throughout the facility and stored in
      an
      entirely separate area and cryogenic storage container.





The
      veterinary division would market and sell its services through other companies
      already serving the veterinary market.








DISTRIBUTION
      METHODS OF PRODUCTS AND SERVICES





We
      intend
      to market and sell our planned services to medical professionals and other
      companies that offer potential for commercial synergies. Our Subsidiary has
      entered into an agreement with Cord Blood America, Inc. (CBAI), whereby CBAI
      will market to potential clients our subsidiary's services of adipose stem
      cell
      banking using the Subsidiary's planned stem cell bank facility. Under this
      agreement, the Subsidiary has agreed to contract with Cord Blood America Inc.
      to
      marketing adult stem cell banking to its clients. This contract involves a
      sharing of fees charged on a 60 / 40 basis, with 60% of the fees going to us
      and
      40% going to Cord Blood America.








Our
      marketing plan is fairly simple and our target market includes three segments:
      plastic surgeons, hospitals and medical schools. We intend to reach these three
      target markets through advertising and promotional efforts at medical related
      trade shows/conventions, online websites, trade publications and independent
      medical marketing entities. We have not yet commenced any marketing efforts
      to
      reach these targeted segments and we have not yet prepared a marketing budget.
      We are aware, however, that our current financial resources may limit our
      ability to fully promote the products and services that we plan to offer and
      we
      anticipate that we will need to develop and refine our marketing plans further
      before commencing these efforts.








The
      primary products and services we intend to offer are: (A) our medical devices
      (consisting of over 192 disposable instruments used in stem cell procedures
      /
      tissue transfer procedures) and (B) the services to be provided by our planned
      stem cell bank.





Cord
      Blood
      Banking








We
      have
      received an oral commitment from Body Cell (an independent marketer) to market
      cord blood storage services through pediatricians and consumers preparing for
      child birth. If we are successful in completing our planned facility (which
      will
      include a processing lab) and if we are able to successfully implement our
      business plan, we may be able to generate sales revenues from these services
      in
      the near future.







5





Body
      Cell is currently scheduled to launch its website in September 2006 and they
      have indicated that their web site will include an in-house telephone call
      center to handle incoming telephone calls, emails and faxes. They have also
      assured us that the call center will include support staff to respond to
      questions. Using this call center, Body Cell has indicated that they will seek
      to use it to market and sell cord blood storage and related services. If Body
      Cell is successful in implementing these services, we anticipate that we may
      be
      able enter into a definitive agreement with Body Cell and develop a potential
      revenue base in offering our planned cord blood storage services to their
      customers.








Adipose
      Derived Stem Cell Banking








We
      have
      also entered into an agreement with Cord Blood America Inc. (OTCBB: CBAI) to
      market the collection of adipose (fat) derived stem cells to plastic and
      cosmetic surgeons. It is anticipated upon roll-out, this relationship may offer
      us the opportunity to utilize as many as 28 independent out-side sales
      representatives already in the field. If these efforts are successful, we plan
      to initiate a new web-site that can take orders, provide information, and
      respond to questions from potential customers. We have not yet completed work
      on
      the design of this planned web site, but we anticipate that the design and
      development of the web site will require careful planning and careful
      coordination with Cord Blood America to ensure that our marketing plans can
      be
      implemented on a consistent basis.








Collection
      of adipose (fat) tissue from which stem cells may be harvested, must be done
      by
      a physician skilled in using a Stem Cell Collection Kit. While many physicians
      have experience in handling adipose (fat) tissue as a part of their practice
      as
      a plastic surgeon, we will need to assist and develop their understanding and
      preference for the use of our kit, instruments, and our stem cell storage
      services, if we are obtain a sufficient market interest in our planned products
      and services.








After
      the
      stem cells are collected, they are prepared for cryo-preservation and storage.
      In order to successfully harvest stem cells intended for cryo-preservation
      and
      storage, the instruments used must be clean and free of any contaminants. To
      ensure that the collection process meets these requirements and to prevent
      difficulties that may arise in cryo-preservation and storage, we intend to
      provide each surgeon who undertakes to collect the stem cells, with our Stem
      Cell Collection Kit after the patient has entered into an agreement with us
      to
      store their stem cells with us.








We
      anticipate that the marketing of our planned products and services will require
      that we complete several steps. First, we plan to introduce our Stem Cell
      Collection Kits to certain key physicians so as to allow them to become familiar
      with our kit, the instrumentation, and our line of products. Second, we
      anticipate that we will need to expend significant efforts to develop physician
      acceptance of our kit and instruments. Third, we will need to hire and train
      skilled marketing personnel to develop relationships with physicians that will
      serve to encourage physicians to use and recommend our services to their
      patients. We have not, as of this date, made any estimate for the amount of
      funds that will be needed to complete these marketing efforts or the anticipated
      time frame that will be required to implement these steps.







Stem
      Cell
      / Tissue Transfer Instrumentation








If
      we
      implement successfully the steps outlined above, we will look to develop loyalty
      among physicians who use our Stem Cell Collection Kit and attempt to convert
      them to use our complete instrumentation product line. We intend, as
      opportunities and our financial resources allow, to rely upon the 28 out-side
      CBAI sales representatives already in the field to show our complete product
      line (consisting of over 192 disposable instruments) to other physicians,
      hospitals, out patient surgery centers, and plastic surgery centers. This
      strategy may allow us many advantages to showcase our instruments for other
      procedures where there is a heighten concern for the risks of
      cross-contamination and the need for greater predictability in tissue
      manipulation. We also believe that our instruments may offer greater ease of
      use
      and clean up. These features may serve to make our instruments more attractive
      to physicians as it allows them and their staff to be more productive. We also
      believe that our disposable instruments may allow the medical service provider
      (such as a physician, hospital, or surgery center) an opportunity to directly
      charge the patient for instrumentation. This may offer an additional financial
      incentive to encourage physician usage and loyalty in using our
      instruments.







6





In
      addition to our planned website and direct marketing plans, we plan to attend
      trade shows and conventions to further introduce and promote our planned
      products and services. These trade shows and conventions will likely include
      meetings and conventions sponsored by such groups as the American Society of
      Plastic Surgeons Conventions, Orthopedic Surgery, and the AAPS Annual Meeting.
      These efforts will be primarily focused on introducing, establishing, building,
      and fostering relationships with the targeted segments of physicians, hospitals,
      surgery centers, plastic surgery centers, and other providers of medical
      services. These relationships will likely become critically important to us
      if
      are to develop a sufficient and sustainable revenue base for our company from
      the sale of our planned products and services.








We
      anticipate that if we are successful in introducing and developing loyalty
      for
      our planned products and services, we will need to expend significant financial
      resources ranging from $1,750,000 to $2,000,000 or more for advertising and
      marketing expenditures over a period of at least nine months to one year or
      longer. There are many variables and factors that may impact the time frame
      and
      the amount of expenditures that we will need to make to introduce and develop
      loyalty with our targeted segments. We may need to adjust our plans and devote
      a
      larger amount of funds to these efforts over a longer period of time if we
      are
      not able to generate a sufficient volume of product acceptance and repeat sales
      that will allow us to achieve these objectives. In the event that we are
      successful in achieving these objectives, we anticipate that it may take an
      additional eighteen to twenty four months or longer before we may be able to
      achieve profitability and positive cash flow, if at all. As we assess the cost
      to enter a new business, with all of the uncertainties and risks associated
      with
      the offering of new products and services, while also developing, testing,
      and
      implementing marketing plans for the offering of products and services that
      are
      new, we are aware that we may be facing an ever-changing competitive environment
      from other, larger, and well-established competitors that may force us to
      examine and revise our marketing plans.








STATUS
      OF
      ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE





Stem
      Cell
      Bank








In
      August,
      2005, BMSG signed a lease on a 14,562 sq. ft. facility. This facility, formerly
      occupied by the American Red Cross blood testing laboratories provides a
      significant infrastructure for the rapid establishment of Bio-Matrix's core
      stem
      cell business. This facility will house state-of-the-art stem cell processing
      and storage laboratories








The
      cryogenic storage laboratories, comprising 1050 sq. ft. have been completed.
      A
      central external liquid nitrogen supply system is also now in place at the
      facility. In addition, the first of eight liquid nitrogen stem cell storage
      tanks have been installed and is under going testing and
      validation.








Adipose
      and cellular processing will be performed in Class 100 environments in our
      400
      sq. ft. Class 10,000 Modular Laboratory which was completed in October 2006.
      Cord blood processing will be done in Class 100 environments in Class 100,000
      Laboratory. The facility also has an area for viability testing, preparatory,
      receiving, quarantine/ chemical storage, flow cytometry and
      microbiology.








To
      date,
      we have completed the following:





January
      2006 - Installation and inspection of 2000 liter Perma-Cyl nitrogen tank
      complete.





February
      2006 - Installation and testing of vacuum jacketed liquid nitrogen piping system
      complete.





February
      2006 - California Medical Waste Management Plan is completed and accepted by
      the
      state of California.





March
      2006
      - Installation and validation of computer lock down system and air control
      monitors at Sorrento Mesa facility thus completing the Cryogenic Storage
      Laboratories.





June
      2006
      - Delivery, Installation testing and validation of CBS Isothermal liquid
      nitrogen vapor storage tank.




November
      2006-Construction and installation of new Stem Cell Class 10,000 Processing
      Laboratory has been completed.





Medical
      Devices:








BMXG
      has
      filed six provisional patent applications, one utility patent application and
      one international patent application. These are as follows:







7





A.
      Cannula
      - This provisional patent application was filed based on BMXG's intellectual
      property and designs relating to tubular instruments used in stem cell
      harvesting and tissue transfers.




B.
      Tissue
      Transfer Cannula and Connectors - This provisional patent application was filed
      based on BMXG's intellectual property relating to tubular instrument connectors
      used in conjunction with cannulae designed specifically for stem cell harvesting
      and tissue transfer procedures. These tissue transfer connectors will allow
      the
      transfer of tissue from a 20cc to a 3cc or 6cc or 12cc syringe for harvesting
      or
      tissue transfer procedures.




C.
      Syringe
      Clip - This provisional patent application was filed based on BMXG's
      intellectual property relating to a locking device used with syringes which
      are
      connected to smaller size cannulae in stem cell harvesting and tissue transfer
      procedures. This syringe clip is designed to hold and lock the plunger on the
      Monoject 3cc, 6cc, 12cc, and 20cc syringes. By locking the plunger in place
      it
      protects the harvested cells until processing.




D.
      Syringe
      Clip - This provisional patent application was filed based on BMXG's
      intellectual property relating to a locking device used with syringes which
      are
      connected to larger sized cannulae in stem cell harvesting and tissue transfer
      procedures. This syringe clip is designed to hold and lock the plunger on the
      Monojet 60cc syringe by locking the plunger it protects the harvested cell
      until
      processing.




E.
      Tissue
      Transfer Cannula and Connectors - This provisional patent application was filed
      based on BMXG's intellectual property relating to the tubular instrumentation
      system used in stem cell harvesting and tissue transfer procedures. This
      transfer system is used to transfer human tissue from a 60cc syringe to a 35cc
      or 20cc syringe for tissue transfer.




F.
      Cannula
      Handle and Storage System - This provisional patent application was filed back
      on BMXG's intellectual property relating to a locking device used with syringes
      which are connected to cannulae in stem cell harvesting and tissue transfer
      procedures. This cannula handle will reduce hand and arm fatigue. The handle
      will allow a proper flow of tissue through the cannula using an aspirator or
      a
      pull syringe.




G.
      Tissue
      Transfer Cannula and Connectors - This utility patent application was filed
      based on BMXG's previously filed provisional patent application relating to
      the
      aforementioned intellectual property pertaining to tubular instruments locking
      device used with syringes which are connected to cannulae in stem cell
      harvesting and tissue transfer procedures.




H.
      Tissue
      Transfer Cannula and Connectors - This international utility patent application
      was filed in conjunction with the utility patent application mentioned in Item
      G








COMPETITIVE
      BUSINESS CONDITIONS AND THE SMALL BUSINESS ISSUER'S COMPETITIVE POSITION IN
      THE
      INDUSTRY AND METHODS OF COMPETITION





We
      face
      intense and ever-changing competition from many other established local,
      regional and national companies. Many of these companies, such as Cryo-Cell
      International Inc., California Cryo-Bank, Cord Blood Registry, Inc. and Viacord
      are competitors who possess significantly greater financial, managerial, and
      marketing resources. Given our small size, changing technology, and our limited
      resources, the intensity of competition will likely continue for the foreseeable
      future. This may limit our ability to introduce and market our products, limit
      our ability to price our planned products and services, and, ultimately, our
      ability to generate and sustain sufficient sales revenues that would allow
      us to
      achieve profitability and positive cash flow.








These
      competitors have, in many cases, completed or implemented strategies that may
      provide them with a greater ability and a more diversified business strategy
      that will allow them to better respond to product and market changes and other
      variables in this new industry.








Competitive
      conditions and the industry structure are likely to further change as
      comparative technologies, cost factors, and regulatory issues develop. These
      and
      other risks and uncertainties are likely to have a continuing direct impact
      on
      the Registrant in implementing its business plan.





SOURCES
      AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF PRINCIPAL
      SUPPLIERS





We
      source
      materials from a variety of vendors as the materials required by us are widely
      available on competitive terms and conditions.





DEPENDENCE
      ON ONE OR A FEW MAJOR CUSTOMERS





We
      have
      not, as of the date of this document, sold any products or services. We do
      not
      anticipate dependence on one or a few major customers upon commencement of
      sales.








8





PATENTS,
      TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS OR LABOR
      CONTRACTS, INCLUDING DURATION





None




GOVERNMENT
      REGULATIONS





The
      U.S.
      Food and Drug Administration (FDA) regulations require that all human tissue
      and
      cellular products be manufactured according to Good Tissue Practice (cGTP).
      FDA
      code of Federal regulations 21 CFR part1271 was effective May 2005). As
      currently planned, the Registrant, through its Subsidiary, plans to manufacture
      human cellular based products for future, as yet undefined, medical treatments
      in accordance with this regulation. Good tissue practices requires that all
      tissue based and cellular products be manufactured to minimize the transmission
      of diseases including hepatitis and HIV. All tissue banks (including those
      banking cellular based products) must register with the FDA prior to
      commencement of such product manufacture and their associated services and
      be
      compliant.








We
      anticipate that we will be required to register with the FDA under the Public
      Health Service Act to satisfy the regulatory requirements involving the storage
      of stem cells and other tissue. These regulatory requirements apply to all
      establishments engaged in the recovery, processing, storage, labeling,
      packaging, or distribution of any Human Cells, Tissues, and Cellular and
      Tissue-Based Products (HCT/Ps) or the screening or testing of a cell or tissue
      donor. Stem cell banking is also subject to State Regulations. We will be
      applying initially for a California State License.








Registration
      with the FDA








Prior
      to
      registering, the Registrant and all building construction and laboratory
      infrastructure that are used in these activities must be complete as well having
      a comprehensive quality system in place compliant with FDA cGMP and cGTP
      regulations. The Registrant anticipates completing building and laboratory
      improvements near term and a compliant quality system will be in place also
      at
      this time, although there is no assurance that the Registrant will do so. FDA
      registration will occur on completion of the above and is considered complete
      at
      time of receipt and recording by this Agency.








California
      State licensure








If
      we are
      able to complete the construction and tenant improvements, and purchase and
      install the necessary equipment and fixtures at our planned facility, and to
      the
      extent that we are able, we will seek to obtain registration for licensure
      in
      the State of California simultaneously with that of the FDA. We anticipate
      that
      our registration will be complete upon receipt of the application and fees
      by
      the State of California Department of Health. We currently anticipate receiving
      necessary licenses from the State of California after the facility is inspected
      and approved. In that event, we anticipate that we may obtain a state license
      within approximately two to six weeks after receipt of application, based on
      our
      current assessments and the information we have received from Department of
      Health.








We
      are
      aware that despite these plans and the information that we have developed
      regarding regulatory and licensing requirements, regulatory and licensing
      requirements are subject to continuing changes. The U.S. Food and Drug
      Administration (FDA) regulates companies or other businesses engaged in the
      manufacture of human tissue or cellular products. Currently, these products
      must
      be manufactured in compliance with the FDA 21CFR part 1271. This regulation
      seeks to minimize the risk of transmission of diseases that can be transmitted
      due to transplantation or transfusion of human tissue or cellular products
      such
      as hepatitis and HIV. These Federal regulations may have an adverse impact
      on
      the current stem cell banking industry. There is significant cost associated
      with compliance to any code of Federal regulations (CFR). Only those companies
      that have the financial resources to implement and maintain comprehensive
      quality programs for both Good Manufacturing Processes (cGMPs) and Good Tissue
      Practice (cGTP) will be able to establish such a business. While we believe
      that
      our plans, if implemented successfully, will allow us to satisfy our obligations
      under these regulations, we cannot assure you that we will continue to satisfy
      federal and state regulatory requirements or that the cost of satisfying these
      and future regulatory requirements can be achieved without undue and
      unacceptable expense to us.








The
      environmental laws that impact us currently concern the following:




1.
      Disposition of biohazardous waste.




2.
      Emission control from an electricity generator to be installed for backup power
      at the planned facility.








9





Biohazardous
      waste (human tissue, blood and other body fluids) will be disposed of according
      to laws of the State of California. State licensed contactors will be used.
      The
      cost of biohazardous waste disposal is proportional to the weight of
      biohazardous material generated in a facility. It is estimated that in the
      start-up phase of our planned operations that the cost attributable to disposal
      of biohazardous waste will be approximately $1000 per month. No other waste
      material, such as chemical or radioactive waste will be generated at our planned
      facility.





The
      State
      of California requires that all electrical generators utilizing fossil fuels
      be
      in compliance with all State and local clean air requirements. A new generator
      will need to be installed at our planned facility that will comply with all
      Federal, State and local regulations. No significant budgetary impact is
      foreseen on the cost of acquisition of back-up power at our planned facility
      that will be in compliance with all local, State and Federal
      regulations.








EFFECT
      OF
      EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE BUSINESS





Evolving
      legislation may materially adversely affect our business. The Food and Drug
      Administration (FDA) regulates companies or other businesses engaged in the
      manufacture of human tissue or cellular products. These products must be
      manufactured in compliance with the FDA 21CFR part 1271. This regulation seeks
      to minimize the risk of transmission of diseases that can be transmitted due
      to
      transplantation or transfusion of human tissue or cellular products such as
      hepatitis and HIV. These Federal regulations may have an impact on the current
      stem cell banking industry. There is significant cost associated with compliance
      to any code of Federal regulations (CFR). Only those Companies that have the
      financial resources to implement comprehensive quality programs for both Good
      Manufacturing Processes (cGMPs) and Good Tissue Practice (cGTP) will be able
      to
      establish such a business. There is the possibility that other legislation
      may
      be enacted which will affect our business.








RESEARCH
      AND DEVELOPMENT








During
      the
      twelve months ended September 30, 2006, we expended $27,675 on research and
      development. During the twelve months ended September 30, 2005, we expended
      $0
      on research and development





NUMBER
      OF
      TOTAL EMPLOYEES AND NUMBER OF FULL TIME EMPLOYEES





As
      of
      January 8 2007, we have eight total employees and eight full time
      employees.








ITEM
      2 -
DESCRIPTION OF PROPERTY





In
      August,
      2005, BMSG signed a lease on a 14,562 sq. ft. facility located at 8885 Rehco
      Rd., San Diego CA 92121. This facility houses our stem cell processing and
      storage laboratories as well as our executive offices.





The
      cryogenic storage laboratories, comprising 1050 sq. ft. have been completed.
      A
      central external liquid nitrogen supply system is also now in place at the
      facility. In addition, the first of eight liquid nitrogen stem cell storage
      tanks have been installed and is under going testing and
      validation.





Adipose
      and cellular processing will be performed in Class 100 environments in our
      400
      sq. ft. Class 10,000 Modular Laboratory which was completed in October 2006.
      Cord blood processing will be done in Class 100 environments in our Class
      100,000 Laboratory. The facility also has an area for viability testing,
      preparatory, receiving, quarantine/ chemical storage, flow cytometry and
      microbiology.








To
      date,
      we have completed the following:





January
      2006 - Installation and inspection of 2000 liter Perma-Cyl nitrogen tank
      complete.





February
      2006 - Installation and testing of vacuum jacketed liquid nitrogen piping system
      complete.





February
      2006 - California Medical Waste Management Plan is completed and accepted by
      the
      state of California.








10


March
        2006 - Installation and validation of computer lock down system and air control
        monitors at Sorrento Mesa facility thus completing the Cryogenic Storage
        Laboratories.





June
      2006
      - Delivery, Installation testing and validation of CBS Isothermal liquid
      nitrogen vapor storage tank.





November
      2006-Construction and installation of new Stem Cell Class 10,000 Processing
      Laboratory has been completed







ITEM
      3 -
LEGAL PROCEEDINGS





None





ITEM
      4-SUBMISSION OF MATTERS TO A VOTE
      OF SECURITY
      HOLDERS.





None





PART
      II








ITEM
      5 -MARKET FOR COMMON EQUITY
      AND RELATED STOCKHOLDER
      MATTERS





Market
      for
      Common Shares


Our
      common
      stock is traded on the OTCBB under the symbol "BMSN". Prior to September 5,
      2006
      our Common Stock traded under the symbol "THII".







2005
              First
                Quarter
              Second
                Quarter
              Third
                Quarter
              Fourth
                Quarter
              
              2006
              First
                Quarter
              Second
                Quarter Third
                Quarter
              Fourth
                Quarter
            High
              
              
              3.55
              3.25
              
              
              3.00
              3.00
              3.19
              2.00
            Low
              
              
              0.12
              2.75
              
              
              1.50
              1.26
              1.51
              0.49




Holders


As
      of
      December 14, 2006 there were approximately 500 holders of our Common
      Stock





Dividends








No
      dividends were paid during the fiscal year ending September 30, 2006. We do
      not
      expect to declare dividends in the immediate future.





Recent
      Sales of Unregistered Equity Securities





On
      June
      13, 2006, the Company issued 10,000,000 shares of common stock into Escrow
      in
      connection with the acquisition of BSMG. The shares were issued pursuant to
      Section 4(2) of the Securities Act of 1933, as amended. The consideration for
      these shares was 100% of the outstanding share capital of BMSG.







11





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


advertisement
      or general solicitation made in connection with this Offer and Sale of
      shares.





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





On
      October
      12, 2006, we issued 1,462,570 common shares of the Company to BMXP Holdings,
      Inc. in full satisfaction of the amount of $1,191,619 plus accrued and unpaid
      interest, owed to BMXP Holdings, Inc. by us. The shares were issued pursuant
      to
      Section 4(2) of the Securities Act of 1933, as amended.





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


advertisement
      or general solicitation made in connection with this Offer and Sale of
      shares.





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




As
      further
      consideration to BMXP Holdings, Inc. Holdings Inc. for entering into this
      agreement with us whereby 1,462,570 common shares were to be issued in full
      satisfaction of debts owed (“Agreement”) and abiding by the terms and conditions
      thereof, at any time within a period of 365 days from the date of the Agreement,
      BMXP Holdings, Inc. shall have the right, upon written demand to the Company
      (“Registration Demand”), to cause us , within ninety days of the Registration
      Demand, to prepare and file with the United States Securities and Exchange
      Commission a registration statement to register under the Securities Act of
      1933, as amended, 11,462,570 common shares of the Company (including the shares
      issued pursuant to this Agreement) owned by BMXP Holdings, Inc. (“Registerable
      Securities”), in order that the Registerable Securities may be distributed to
      BMXP Holdings, Inc. shareholders on a pro rata basis ( based on their ownership
      of common shares of the Company as of a Record Date to be determined by BMXP
      Holdings, Inc.), and use its reasonable best efforts to cause that registration
      statement to be declared effective by the SEC. This right may also be exercised
      by any entity to which BMXP Holdings, Inc. has transferred ownership of the
      Registerable Securities in trust for the BMXP Holdings, Inc. Record
      Shareholders





On
      December 5, 2006 we issued 1,391,935 shares of common stock to Bio-Technology
      Partners Business Trust which constituted full satisfaction of the amount of
      $246,744 plus accrued interest owed by the Company to Bio-Technology Partners
      Business Trust. The shares were issued pursuant to Section 4(2) of the
      Securities Act of 1933, as amended.





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


advertisement
      or general solicitation made in connection with this Offer and Sale of
      shares.





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





ITEM
      6- MANAGEMENT'S DISCUSSION
      AND ANALYSIS OR PLAN OF
      OPERATION.





Our
      cash
      balance as of December 14, 2007 is $48,250. We anticipate that we will require
      at least $1,750,000 to $2,000,000 in additional financing or more to implement
      our business strategy over the next twelve months. While we have had discussions
      with potential sources of additional financing, we cannot assure you that we
      will be successful in obtaining additional capital, or if we obtain additional
      capital, that we can do so on reasonable terms.








Further
      and in the event that we obtain the additional financing to implement our
      strategy, we anticipate that it may take 12 to 18 months or more before we
      may
      able to develop sufficient sales revenue before operating and other losses
      may
      be minimal.




Our
      current plans are subject to change as we review and re-evaluate opportunities
      in the marketplace. However, in the event that we are successful in obtaining
      additional financing in sufficient amounts, if we are able to obtain additional
      financing on reasonable terms, and if we can successfully implement our business
      plan, we intend to undertake the following research and development activities
      over the period beginning in January, 2007 and ending twelve months
      thereafter:





1.)
      Refine
      instrumentation product line (including further development of veterinary
      instrumentation)


2.)
      Research and Development efficiency models for stem cell related cryogenic
      systems




These
      time
      frames and our objectives are subject to change as we review and re-evaluate
      market conditions and opportunities.





12




ITEM
      7- FINANCIAL
      STATEMENTS











REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








TO
      THE
      BOARD OF DIRECTORS AND STOCKHOLDERS


BIO-MATRIX
      SCIENTIFIC GROUP, INC.


(FORMERLY
      TASCO INTERNATIONAL, INC.)


(A
      DEVELOPMENT STAGE COMPANY)








WE
      HAVE
      AUDITED THE ACCOMPANYING CONSOLIDATED BALANCE SHEET OF BIO-MATRIX SCIENTIFIC
      GROUP, INC. AND SUBSIDIARY (FORMERLY TASCO INTERNATIONAL, INC.) (A DEVELOPMENT
      STAGE “COMPANY”) AS OF SEPTEMBER 30, 2006 AND THE RELATED CONSOLIDATED
      STATEMENTS OF OPERATIONS, CHANGES IN SHAREHOLDERS' EQUITY AND CASH FLOWS FOR
      THE
      YEAR THEN ENDED, AND FOR THE PERIOD FROM OCTOBER 6, 1998 (INCEPTION) TO
      SEPTEMBER 30, 2006. THESE CONSOLIDATED FINANCIAL STATEMENTS ARE THE
      RESPONSIBILITY OF THE COMPANY'S MANAGEMENT. OUR RESPONSIBILITY IS TO EXPRESS
      AN
      OPINION ON THESE CONSOLIDATED FINANCIAL STATEMENTS BASED ON OUR AUDIT. THE
      CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AS OF SEPTEMBER 30, 2005,
      AND
      FOR THE PERIOD FROM OCTOBER 6, 1998 (INCEPTION) TO SEPTEMBER 30, 2005 WERE
      AUDITED BY OTHER AUDITORS WHOSE REPORT DATED DECEMBER 28, 2005, EXPRESSED AN
      UNQUALIFIED OPINION ON THOSE STATEMENTS. THEIR REPORT INCLUDED AN EXPLANATORY
      PARAGRAPH REGARDING GOING CONCERN.








WE
      CONDUCTED OUR AUDIT IN ACCORDANCE WITH THE STANDARDS OF THE PUBLIC COMPANY
      ACCOUNTING OVERSIGHT BOARD (UNITED STATES). THOSE STANDARDS REQUIRE THAT WE
      PLAN
      AND PERFORM THE AUDIT TO OBTAIN REASONABLE ASSURANCE ABOUT WHETHER THE FINANCIAL
      STATEMENTS ARE FREE OF MATERIAL MISSTATEMENT. AN AUDIT INCLUDES EXAMINING,
      ON A
      TEST BASIS, EVIDENCE SUPPORTING THE AMOUNTS AND DISCLOSURES IN THE FINANCIAL
      STATEMENTS. AN AUDIT ALSO INCLUDES ASSESSING THE ACCOUNTING PRINCIPLES USED
      AND
      SIGNIFICANT ESTIMATES MADE BY MANAGEMENT, AS WELL AS EVALUATING THE OVERALL
      FINANCIAL STATEMENT PRESENTATION. WE BELIEVE THAT OUR AUDIT PROVIDES A
      REASONABLE BASIS FOR OUR OPINION.





IN
      OUR
      OPINION, THE CONSOLIDATED FINANCIAL STATEMENTS REFERRED TO ABOVE PRESENT FAIRLY,
      IN ALL MATERIAL RESPECTS, THE CONSOLIDATED FINANCIAL POSITION OF BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY AS OF SEPTEMBER 30, 2006, AND THE RESULTS
      OF ITS OPERATION AND ITS CASH FLOWS FOR THE YEAR THEN ENDED AND FOR THE PERIOD
      FROM 6, 1998 (INCEPTION) TO SEPTEMBER 30, 2005 IN CONFORMITY WITH U.S. GENERALLY
      ACCEPTED ACCOUNTING PRINCIPLES.





THE
      CONSOLIDATED FINANCIAL STATEMENTS HAVE BEEN PREPARED ASSUMING THAT THE COMPANY
      WILL CONTINUE AS A GOING CONCERN. AS DISCUSSED IN NOTE 5 TO THE CONSOLIDATED
      FINANCIAL STATEMENTS, THE COMPANY'S LOSSES FROM OPERATIONS RAISE SUBSTANTIAL
      DOUBT ABOUT ITS ABILITY TO CONTINUE AS A GOING CONCERN. THE CONSOLIDATED
      FINANCIAL STATEMENTS DO NOT INCLUDE ANY ADJUSTMENTS THAT MIGHT RESULT FROM
      THE
      OUTCOME OF THIS UNCERTAINTY.







S/CHANG
      G.PARK


_______


CHANG
      G.
      PARK, CPA





JANUARY
      4,
      2007


SAN
      DIEGO,
      CA. 91910







13







**BIO-MATRIX
                SCIENTIFIC GROUP, INC. AND SUBSIDIARY****(FORMERLY
                TASCO INTERNATIONAL, INC.)****(A
                Development Stage Company)****Consolidated
                Balance Sheets**




As of
            
            
            As
                ofSeptember
                30,
            
            
            September
                30,2006
            
            
            2005**ASSETS****Current
                Assets**Cash
            
            $
            22,641
            
            
            $
            -Prepaid
                expenses
            
            
            20,207
            
            
            
            -**Total
                Current Assets**
            
            
            42,848
            
            
            
            -**Property
                & Equipment, net**
            
            
            340,557
            
            
            
            -**Other
                Asset-Security deposit**
            
            
            29,127
            
            
            
            -**TOTAL
                ASSETS**
            
            $
            412,532
            
            
            **$**
            **-****LIABILITIES
                & STOCKHOLDERS' EQUITY (DEFICIT)****Current
                Liabilities**Accounts
                payable
            
            $
            91,079
            
            
            $
            1,743Loan
                from former parent
            
            
            1,195,196
            
            
            
            -Notes
                payable
            
            
            148,952
            
            
            
            -Accrued
                taxes
            
            
            16,460
            
            
            
            -Accrued
                interest
            
            
            1,368
            
            
            
            -**Total
                Current Liabilities**
            
            
            1,453,055
            
            
            
            1,743**TOTAL
                LIABILITIES**
            
            
            1,453,055
            
            
            
            1,743**Stockholders'
                Equity (Deficit)**Preferred
                stock, ($.0001 par value authorized 20,000,000 shares authorized;
                none
                issued and outstanding.)
            
            
            -
            
            
            
            -Common
                stock, ($.0001 par value authorized 80,000,000 shares authorized;
                13,385,000 and 12,780,000 shares issued and outstanding as of September
                30, 2006 and 2005)
            
            
            1,339
            
            
            
            1,278Additional
                paid-in capital
            
            
            30,375,584
            
            
            
            31,895Deficit
                accumulated during development stage
            
            
            (31,417,446
            )
            
            
            (34,916
            )**Total
                Stockholders' Equity (Deficit)**
            
            
            (1,040,523
            )
            
            
            (1,743
            )**TOTAL
                LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)**
            
            $
            412,532
            
            
            **$**
            **-**






The
      accompanying Notes are an integral part of these financial
      statements







14





**BIO-MATRIX
                SCIENTIFIC GROUP, INC. AND SUBSIDIARY****(FORMERLY
                TASCO INTERNATIONAL, INC.)****(A
                Development Stage Company)****Consolidated
                Statements of Operations****Year
                Ended**
              **September
                30,**
              **2006**
            
            
            **Year
                Ended**
              **September
                30,**
              **2005**
            
            
            **October
                6, 1998**
              **(inception)
                through**
              **September
                30,**
              **2006****Revenues**Revenues
            
            $
            -
            
            
            $
            -
            
            
            $
            1,000**Total
                Revenues**
            
            
            -
            
            
            
            -
            
            
            
            1,000**Cost
                and expenses**Research
                and development
            
            
            27,675
            
            
            
            
            
            
            
            27,675General
                and administrative
            
            
            790,754
            
            
            
            6,667
            
            
            
            826,695Depreciation
                and amortization
            
            
            333
            
            
            
            
            
            
            
            333Consulting
                and professional fees
            
            
            790,635
            
            
            
            
            
            
            
            790,635Impairment
                of goodwill and intangible assets
            
            
            29,777,222
            
            
            
            -
            
            
            
            29,777,222**Total
                cost and Expenses**
            
            
            31,386,619
            
            
            
            6,667
            
            
            
            31,422,560**Other
                Income & (Expenses)**Cancellation
                of debts
            
            
            5,443
            
            
            
            
            
            
            
            5,443Interest
                income
            
            
            14
            
            
            
            
            
            
            
            39Interest
                expense
            
            
            (1,368
            )
            
            
            -
            
            
            
            (1,368
            )**Total
                Other Income & (Expenses)**
            
            
            4,089
            
            
            
            -
            
            
            
            4,114**Net
                Loss**
            
            $
            (31,382,530
            )
            
            $
            (6,667
            )
            
            $
            (31,417,446
            )**Basic
                loss per share**
            
            $
            (2.45
            )
            
            $
            (0.00
            )**Weighted
                average number of****common
                shares outstanding**
            
            
            12,820,493
            
            
            
            12,780,000





The
      accompanying Notes are an integral part of these financial
      statements








15


**BIO-MATRIX
                    SCIENTIFIC GROUP, INC. AND SUBSIDIARY****(FORMERLY
                    TASCO INTERNATIONAL, INC.)****(A
                    Development Stage Company)****Consolidated
                    Statements of Changes in Stockholders' Equity
                    (Deficit)****From
                    October 6, 1998 (inception) through September 30,
                    2006****Common**
                  **Stock**
                
                
                **Common**
                  **Stock**
                  **Amount**
                
                
                **Additional**
                  **Paid
                    - in**
                  **Capital**
                
                
                **Deficit**
                  **Accumulated**
                  **During**
                  **Development**
                  **Stage**
                
                
                **Total**Stock
                    issued for cash on October 6,1998
                    @ $0.0001 per share
                
                
                1,000,000
                
                
                $
                100
                
                
                $
                (90
                )
                
                $
                -
                
                
                $
                10Stock
                    issued for cash on October 9,1998
                    @ $0.0001 per share
                
                
                1,300,000
                
                
                
                130
                
                
                
                1,170
                
                
                
                -
                
                
                
                1,300Stock
                    issued for cash on October 12,1998
                    @ $0.0001 per share
                
                
                190,000
                
                
                
                19
                
                
                
                171
                
                
                
                -
                
                
                
                190Stock
                    issued for cash on April 1,1999
                    @ $0.0001 per share
                
                
                290,000
                
                
                
                29
                
                
                
                261
                
                
                
                -
                
                
                
                290Net
                    loss, October 6, 1998 (inception)through
                    September 30, 1999
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (295
                )
                
                
                (295
                )**Balance,
                    September 30, 1999**
                
                ****
                **2,780,000**
                
                
                ****
                **278**
                
                
                ****
                **1,512**
                
                
                ****
                **(295**
                **)**
                
                ****
                **1,495**Stock
                    issued for cash on October 19,1999
                    @ $0.01 per share
                
                
                10,000,000
                
                
                
                1,000
                
                
                
                9,000
                
                
                
                
                
                
                
                10,000Net
                    loss, October 1, 1999 throughSeptember
                    30, 2000
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (367
                )
                
                
                (367
                )**Balance,
                    September 30, 2000**
                
                ****
                **12,780,000**
                
                
                ****
                **1,278**
                
                
                ****
                **10,512**
                
                
                ****
                **(662**
                **)**
                
                ****
                **11,128**Net
                    loss, October 1, 2000 throughSeptember
                    30, 2001
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (11,028
                )
                
                
                (11,028
                )**Balance,
                    September 30, 2001**
                
                ****
                **12,780,000**
                
                
                ****
                **1,278**
                
                
                ****
                **10,512**
                
                
                ****
                **(11,690**
                **)**
                
                ****
                **100**Net
                    loss, October 1, 2001 throughSeptember
                    30, 2002
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (4,257
                )
                
                
                (4,257
                )**Balance,
                    September 31, 2002**
                
                ****
                **12,780,000**
                
                
                ****
                **1,278**
                
                
                ****
                **10,512**
                
                
                ****
                **(15,947**
                **)**
                
                ****
                **(4,157**
                **)**Net
                    loss, October 1, 2002 throughSeptember
                    30, 2003
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (4,328
                )
                
                
                (4,328
                )**Balance,
                    September 30, 2003**
                
                ****
                **12,780,000**
                
                
                ****
                **1,278**
                
                
                ****
                **10,512**
                
                
                ****
                **(20,275**
                **)**
                
                ****
                **(8,485**
                **)**Contributed
                    capital
                
                
                
                
                
                
                
                
                
                
                12,362
                
                
                
                
                
                
                
                12,362Net
                    loss, October 1, 2003 throughSeptember
                    30, 2004
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (7,974
                )
                
                
                (7,974
                )**Balance,
                    September 30, 2004**
                
                ****
                **12,780,000**
                
                
                ****
                **1,278**
                
                
                ****
                **22,874**
                
                
                ****
                **(28,249**
                **)**
                
                ****
                **(4,097**
                **)**Contributed
                    capital
                
                
                
                
                
                
                
                
                
                
                9,021
                
                
                
                
                
                
                
                9,021Net
                    loss, October 1, 2004 throughSeptember
                    30, 2005
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (6,667
                )
                
                
                (6,667
                )**Balance,
                    September 30, 2005**
                
                ****
                **12,780,000**
                
                
                **$**
                **1,278**
                
                
                **$**
                **31,895**
                
                
                **$**
                **(34,916**
                **)**
                
                **$**
                **(1,743**
                **)**Stock
                    cancelled June 13, 2006
                
                
                (10,000,000
                )
                
                
                (1,000
                )
                
                
                -
                
                
                
                
                
                
                
                (1,000
                )Stock
                    issued June 13, 2006
                
                
                10,000,000
                
                
                
                1,000
                
                
                
                28,999,000
                
                
                
                
                
                
                
                29,000,000Stock
                    issued for services
                
                
                305,000
                
                
                
                31
                
                
                
                759,719
                
                
                
                
                
                
                
                759,750Stock
                    issued for compensation
                
                
                300,000
                
                
                
                30
                
                
                
                584,970
                
                
                
                
                
                
                
                585,000Net
                    loss, October 1, 2005 throughSeptember
                    30, 2006
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (31,382,530
                )
                
                
                (31,382,530
                )**Balance,
                    September 30, 2006**
                
                ****
                **13,385,000**
                
                
                **$**
                **1,339**
                
                
                **$**
                **30,375,584**
                
                
                **$**
                **(31,417,446**
                **)**
                
                **$**
                **(1,040,523**
                **)**
  The
          accompanying Notes are an integral part of these financial
          statements
  
 16


**BIO-MATRIX
                SCIENTIFIC GROUP, INC. AND SUBSIDIARY****(FORMERLY
                TASCO INTERNATIONAL, INC.)****(A
                Development Stage Company)****Consolidated
                Statements of Cash Flows**





**Year
                Ended**
              **September
                30,**
              **2006**
            
            
            **Year
                Ended**
              **September
                30,**
              **2005**
            
            
            **October
                6, 1998**
              **(inception)
                through**
              **September
                30,**
              **2006****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                (loss)
            
            $
            (31,382,530
            )
            
            $
            (6,667
            )
            
            $
            (31,417,446
            )Adjustments
                to reconcile net loss to net cash (used in) providedby
                operating activities:Impairment
                of goodwill and intangible asset
            
            
            29,777,222
            
            
            
            
            
            
            
            29,777,222Depreciation
                expense
            
            
            333
            
            
            
            -
            
            
            
            333Stock
                issued for compensation
            
            
            585,000
            
            
            
            -
            
            
            
            585,000Stock
                issued for services
            
            
            759,750
            
            
            
            -
            
            
            
            759,750Cancellation
                of debts
            
            
            (5,443
            )
            
            
            
            
            
            
            (5,443
            )Changes
                in operating assets and liabilities:(Increase)
                decrease in prepaid expenses
            
            
            (20,207
            )
            
            
            -
            
            
            
            (20,207
            )Increase
                (Decrease) in Accounts Payable
            
            
            89,336
            
            
            
            (2,669
            )
            
            
            91,079Increase
                (Decrease) in Accrued Expenses
            
            
            17,828
            
            
            
            -
            
            
            
            17,828(
                Increase) Decrease in Deposits
            
            
            (29,127
            )
            
            
            -
            
            
            
            (29,127
            )***Net
                Cash Provided by (Used in) Operating
                Activities***
            
            ****
            **(207,838**
            **)**
            
            ****
            **(9,336**
            **)**
            
            ****
            **(241,011**
            **)****CASH
                FLOWS FROM INVESTING ACTIVITIES**Purchases
                of fixed assets
            
            
            (340,890
            )
            
            
            -
            
            
            
            (340,890
            )Purchases
                of Intangible assets
            
            
            (29,777,222
            )
            
            
            -
            
            
            
            (29,777,222
            )***Net
                Cash Provided by (Used in) Investing
                Activities***
            
            ****
            **(30,118,112**
            **)**
            
            ****
            **-**
            
            
            ****
            **(30,118,112**
            **)****CASH
                FLOWS FROM FINANCING ACTIVITIES**Common
                stock issued for cash
            
            
            -
            
            
            
            
            
            
            
            1,278Additional
                paid in Capital
            
            
            29,004,443
            
            
            
            9,021
            
            
            
            29,036,338Principal
                borrowings on notes
            
            
            148,952
            
            
            
            -
            
            
            
            148,952Net
                borrowings from related parties
            
            
            1,195,196
            
            
            
            -
            
            
            
            1,195,196***Net
                Cash Provided by (Used in) Financing
                Activities***
            
            ****
            **30,348,591**
            
            
            ****
            **9,021**
            
            
            ****
            **30,381,764*****Net
                Increase (Decrease) in Cash***
            
            ****
            **22,641**
            
            
            ****
            **(315**
            **)**
            
            ****
            **22,641*****Cash
                at Beginning of Year***
            
            ****
            **-**
            
            
            ****
            **315**
            
            
            ****
            **-*****Cash
                at End of Year***
            
            $
            22,641
            
            
            **$**
            **-**
            
            
            ****
            **22,641*****Supplemental
                Cash Flow Disclosures:***Cash
                paid during period for interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Cash
                paid during period for taxes
            
            $
            800
            
            
            $
            800
            
            
            $
            800Significant
                non cash disclosure items:
            
            
            -Stock
                issued for services and compensation
            
            
            1,344,750
            
            
            
            
            
            
            
            1,344,750Increase
                in goodwill and intangible assets
            
            
            29,777,222
            
            
            
            
            
            
            
            29,777,222




The
      accompanying Notes are an integral part of these financial
      statements






17





BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      September 30, 2006





NOTE
      1.
      ORGANIZATION AND DESCRIPTION OF BUSINESS





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





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





On
      June 3,
      2006 the Company abandoned its efforts in the field of digital media production
      when it acquired 100% of the share capital of Bio-Matrix Scientific Group,
      Inc.,
      a Nevada corporation.





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








NOTE
      2.
      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





A.
      BASIS
      OF ACCOUNTING





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





B.
      USE OF
      ESTIMATES





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





C.
      DEVELOPMENT STAGE





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







18





BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      September 30, 2006


(continued)





D.
      CASH
      EQUIVALENTS




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





E.
      PROPERTY AND EQUIPMENT





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





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





F.
      INCOME
      TAXES





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





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





G.
      BASIC
      EARNINGS (LOSS) PER SHARE





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





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


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








19





BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      September 30, 2006


(continued)




H.
      VALUATION OF GOODWILL





In
      accordance with SFAS No. 142, goodwill and other intangible assets with
      indefinite lives are not amortized, they are instead tested for impairment
      annually or whenever events or changes in circumstances indicate that the asset
      may be impaired. The Company performed an evaluation of goodwill and intangible
      assets in the fourth quarter of the twelve months ended September 30, 2006
      which
      resulted in impairment charges of $29, 777,222.








NOTE
      3.
      Property and equipment





Property
      and equipment as of September 30, 2006 consists of the following:




2006Acquisition
                cost:Production
                Equipment
            
            US$
            93,315Production
                Cleanroom
            
            
            56,917Leasehold
                improvement
            
            
            185,482Office
                equipment
            
            
            3,057Computer
            
            
            2,668Subtotal
            
            
            341,439Less
                accumulated depreciation
            
            
            882Total
            
            US$
            340,557




NOTE
      4.
      WARRANTS AND OPTIONS





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





NOTE
      5.
      GOING CONCERN





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company generated net losses of
      $31,417,446during the period from October 6, 1998 (inception) through September
      30 2006. This condition raises substantial doubt about the Company's ability
      to
      continue as a going concern. The Company's continuation as a going concern
      is
      dependent on its ability to meet its obligations, to obtain additional financing
      as may be required and ultimately to attain profitability. The financial
      statements do not include any adjustments that might result from the outcome
      of
      this uncertainty.







20





BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      September 30, 2006


(continued)




Management
      plans to raise additional funds through debt or equity offerings. Management
      has
      yet to decide what type of offering the Company will use or how much capital
      the
      Company will raise. There is no guarantee that the Company will be able to
      raise
      any capital through any type of offerings.





NOTE
      6.
      INCOME TAXES





As
                of September 30, 2006Deferred
                tax assets:Net
                operating tax carry forwards
            
            $
            10,989,122Other
            
            
            0Gross
                deferred tax assets
            
            
            10,989,122Valuation
                allowance
            
            
            (10,989,122
            )Net
                deferred tax assets
            
            $
            0





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








21





BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      September 30, 2006


(continued)




NOTE
      7.
      SCHEDULE OF NET OPERATING LOSSES




1998
                Net Operating Loss
            
            $
            (295
            )1999
                Net Operating Loss
            
            
            (367
            )2000
                Net Operating Loss
            
            
            (11,028
            )2001
                Net Operating Loss
            
            
            (4,257
            )2002
                Net Operating Loss
            
            
            (4,328
            )2003
                Net Operating Loss
            
            
            (7,974
            )2004
                Net Operating Loss
            
            
            (6,667
            )2005
                Net Operating Loss
            
            
            (31,382,530
            )Net
                Operating Loss
            
            $
            (31,417,
                446
            )





As
      of September 30, 2006 the Company has a net operating loss carry forward of
      approximately $31,417, 446, which will expire 20 years from the date the loss
      was incurred.





NOTE
      8.
      RELATED PARTY TRANSACTION





Until
      July
      3, 2006, a former director has provided office services without charge. Such
      costs are immaterial to the financial statements and, accordingly, have not
      been
      reflected therein.





The
      Company was loaned $5,300 from a related party without repayment terms and
      with
      no interest being charged. This Loan was forgiven as part of the Purchase
      Agreement involving the Company's purchase of Bio-Matrix Scientific Group Inc.
      (Nevada).





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





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








22





NOTE
      9.
      STOCK TRANSACTIONS





Transactions,
      other than employees' stock issuance, are in accordance with paragraph 8 of
      SFAS
      123. Thus issuances shall be accounted for based on the fair value of the
      consideration received. Transactions with employees' stock issuance are in
      accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
      accounted for based on the fair value of the consideration received or the
      fair
      value of the equity instruments issued, or whichever is more readily
      determinable.





On
      August
      29, 2005 the Company split its common stock ten for one (10:1) from 1,278,000
      to
      12,780,000 shares outstanding. All stock transactions have been retroactively
      restated to reflect the ten for one stock split.





On
      October
      6, 1998, the Company issued 1,000,000 shares of common stock for cash at $0.0001
      per share.





On
      October
      9, 1998, the Company issued 1,300,000 shares of common stock for cash at $0.01
      per share.





On
      October
      12, 1998, the Company issued 190,000 shares of common stock for cash at $0.01
      per share.





On
      April
      1, 1999, the Company issued 290,000 shares of common stock for cash at $0.01
      per
      share.





On
      October
      19, 1999, the Company issued 10,000,000 shares of common stock for cash at
      $0.01
      per share.





On
      June
      13, 2006 the Company cancelled 10,000,000 shares of common stock belonging
      to
      the Company's former Chairman





On
      June
      13, 2006 the Company issued 10,000,000 shares of common stock into Escrow in
      connection with the acquisition of BSMG.





On
      August
      28, 2006 the Company issued 300,000 shares of common stock to consultants for
      services. Initially, 600,000 shares were issued in error, and 300,000shares
      were
      subsequently cancelled October 17, 2006.





On
      September 14, 2006 the Company issued 300,000 shares of common stock to
      management pursuant to the TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE
      AND
      CONSULTANTS STOCK COMPENSATION PLAN





On
      September 14, 2006 the Company issued 5,000 shares of common stock to
      consultants for services.





On
      October, 6, 2006 the Company issued 8,850 shares of common stock to consultants
      for services.





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





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








23





BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      September 30, 2006


(continued)





On
      October
      11, 2006 the Company issued 43,000 shares of common stock to consultants for
      services.





On
      December 5, 2006 the Company issued 8,554 shares of common stock to a consultant
      for services.





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





NOTE
      10.
      STOCKHOLDERS' EQUITY





The
      stockholders' equity section of the Company contains the following classes
      of
      capital stock as of September 30, 2006:





*
      Preferred stock, $ 0.0001 par value; 20,000,000 shares authorized: -0- shares
      issued and outstanding.





*
      Common
      stock, $ 0.0001 par value; 80,000,000 shares authorized: 13,385,000 shares
      issued and outstanding.





NOTE
      11.
      COMMITMENTS AND CONTINGENCIES





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





Lease
      Commitments




2006
            $
                227,7392007
            $
                234,5622008
            $
                241,6112009
            $
                248,8642010
            $
                234,377


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






24




BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      September 30, 2006


(continued)





The
      Company expects to have the facility licensed by the State of California and
      registered with the FDA. Concurrently, the Company has been developing the
      policies and procedures needed for processing stem cells for cryogenic
      storage.





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





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





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





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





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




As
      a
      result of the Acquisition Agreement, the Subsidiary became a wholly owned
      subsidiary of the Company and the Seller became the holder of approximately
      78.24% of the outstanding common stock of the Registrant.





On
      July 3,
      2006, the Company changed its principal offices from 23 Brigham Road, Worcester,
      MA 01609 to 8885 Rehco Road, San Diego, California 92121





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





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








25





BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      September 30, 2006


(continued)




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




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





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





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





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





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





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





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





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





As
      of
      September 30, 2006, 605,000 shares have been issued pursuant to the
      Plan*







26





BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      September 30, 2006


(continued)





**Number
                of****Shares****Twelve
                months ended September 30, 2006:**Granted
            
            
            605,000*Remaining
                shares available for issuance under the Plan as of September 30,
                2006
            
            
            895,000








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





As
      of
      December 11, 2006, an additional 85,404 common shares were issued pursuant
      to
      the Plan.







27





BIO-MATRIX
      SCIENTIFIC GROUP, INC. AND SUBSIDIARY


(Formerly
      Tasco International, Inc.)


(A
      Development Stage Company)


Notes
      to
      consolidated Financial Statements


As
      of
      September 30, 2006


(continued)


NOTE
      14.
      SUBSEQUENT EVENTS





Between
      August 24, 2006 and November 10, 2006, the Company borrowed $246,744 from
      Bio-Technology Partners Business Trust. These loans carried interest at the
      rate
      of 10% and were due and payable in accordance with the following
      schedule:





August
                23, 2007
              August
                24, 2007
              August
                30, 2007
              August
                30, 2007
              September
                5, 2007
              September
                7, 2007
              September
                12, 2007
              September
                13, 2007
              September
                13, 2007
              September
                21, 2007
              September
                28, 2007
              September
                28, 2007
              October
                5, 2007
              October
                11, 2007
              October
                11, 2007
              October
                12, 2007
              October
                18, 2007
              November
                8, 2007
              November
                9, 2007
            $23,683.00
              $16,667.21
              $
                7,077.59
              $26,122.00
              $
                787.50
              $
                7,269.87
              $
                1,900.00
              $12,085.72
              $
                6,128.93
              $
                2,200.00
              $
                6,075.50
              $28,754.53
              $23,751.63
              $14,000.00
              $
                6,120.57
              $
                982.12
              $
                7,186.15
              $52,051.90
              $
                3,900.00




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





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








28





On
      December 5, 2006 the Company issued 1,391,935 shares of common stock to
      Bio-Technology Partners Business Trust which constituted full satisfaction
      of
      the amount of $246,744 plus accrued interest owed by the Company to
      Bio-Technology Partners Business Trust. The shares were issued pursuant to
      Section 4(2) of the Securities Act of 1933, as amended.





ITEM
      8- CHANGES IN AND
      DISAGREEMENTS WITH ACCOUNTANTS ON
      ACCOUNTING AND FINANCIAL DISCLOSURE





On
      August
      7, 2006 Armando C Ibarra, CPA (“Ibarra”), the independent accountant who was
      engaged previously to audit our financial statements, declined to stand for
      re-election as our independent accountant.


Ibarra's
      report of our financial statements for the fiscal years ended September 30,
      2004
      and September 30, 2005 did not contain any adverse opinion or disclaimer of
      opinion, nor was modified as to uncertainty, audit scope, or accounting
      principles. The audit reports prepared by Ibarra for the fiscal years ending
      September 30, 2005 and 2004 contained a paragraph with respect to the Company's
      ability to continue as a going concern.





During
      the
      most recent fiscal years ended September 30, 2005 and 2004 and through the
      date
      of Ibarra's decision not to stand for re-election as our independent accountant,
      there were no disagreements with Ibarra on any matter of accounting principles
      or practices, financial statement disclosure, or auditing scope or procedure,
      which, if not resolved to the former accountant's satisfaction, would have
      caused it to make reference to the subject matter of the disagreement in
      connection with its report.





In
      addition, there were no "reportable events" as described in Item
      304(a)(1)(iv)(B)1 through 3 of Regulation S-B that occurred within the Company's
      most recent fiscal year and the subsequent interim period preceding Ibarra's
      decision not to stand for re-election.





Ibarra's
      decision not to stand for re-election was not recommended or approved by the
      Board of Directors, nor was such approval or recommendation
      required.





(b)
      Effective on August 7, 2006 the firm of Chang G. Park, CPA (“Park”) was engaged
      to serve as the new principal accountant to audit the Company's financial
      statements.





The
      engagement of Park as the new principal accountant to audit the Company's
      financial statements was approved by the Board of Directors of the
      Company.





During
      the
      Company's most recent fiscal year, and the subsequent interim period prior
      to
      engaging Park, neither the Company (nor someone on its behalf) consulted Park
      regarding any matter.





ITEM
      8A-
      CONTROLS AND PROCEDURES





Based
      on
      his evaluation as of September 30, 2006,, our principal executive officer and
      principal financial officer, David Koos, has concluded that our disclosure
      controls and procedures as defined in Rules 13a-14(c) and 15d-14(c) under the
      Securities Exchange Act of 1934 (the Exchange Act) are effective to ensure
      that
      information required to be disclosed by us in reports that we file or submit
      under the Exchange Act is recorded, processed, summarized and reported within
      the time periods specified in Securities and Exchange Commission rules and
      forms.





There
      were
      no significant changes in our internal controls or in other factors that could
      significantly affect these controls subsequent to the date of their evaluation
      and up to the filing date of this Annual Report on Form 10-KSB. There were
      no
      significant deficiencies or material weaknesses, and therefore there were no
      corrective actions taken.




It
      should
      be noted that any system of controls, however well designed and operated, can
      provide only reasonable, and not absolute, assurance that the objectives of
      the
      system are met. In addition, the design of any control system is based in part
      upon certain assumptions about the likelihood of future events. Because of
      these
      and other inherent limitations of control systems, there can be no assurance
      that any design will succeed in achieving its stated goals under all potential
      future conditions, regardless of how remote.





ITEM
      8B -
      OTHER INFORMATION





Not
      Applicable








29





PART
      III





ITEM
      9- DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND
      CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
      ACT





Directors
      and executive officers





The
      following table sets forth certain information regarding the current Directors
      and Executive Officers of the Company as of December 12, 2006. Each
      director holds office from election until the next annual meeting of
      stockholders or until their successors is duly elected and
      qualified.


Name
            
            
            Age
            
            
            PositionDavid
                R. Koos
            
            
            47
            
            
            Chairman
                of the Board of Directors, President, CEO, Secretary, and Acting
                CFOBrian
                Pockett
            
            
            53
            
            
            Vice
                President and COO, Director





David
      R.
      Koos, PhD & DBA (47) - Chairman and CEO, Secretary,  Acting
      CFO




Dr. Koos
      has served as our CEO, President, Secretary, and Acting CFO since June 19,
      2006,
      and as Chairman of our board of Directors since June 14, 2006. Over the past
      five years, Dr. Koos either is currently, or has previously  been employed
      as: Chairman, Chief Executive Officer, Secretary & Acting Chief Financial
      Officer of both BMXP Holdings, Inc. and BMSG (December 6, 2004 to Present)
      ,
      Managing Director & President of Cell Source Research Inc. (December 5, 2001
      to Present) Managing Director & President of Venture Bridge Inc.( November
      21, 2001 to Present) Board Member, Chief Financial Officer & Secretary of
      Cell Bio-Systems Inc., a New York corporation currently operating under the
      name
      Franklin Scientific, Inc. (July 17, 2003 to December 1, 2003) and as a
      Registered Representative of Amerivet Securities, Inc. (March 31, 2004 to
      Present and also from November, 2000 to May, 2002). In addition, Dr. Koos has
      been involved with investment banking, venture capital, and investor relations
      for the past 20 years. He has worked with several major Wall Street Investment
      Banks and was a Vice-President of Investments with Sutro & Co., Everen
      Securities and Dean Witter. Dr. Koos holds the following securities licenses:
      NASD Series 7 (General Securities), and Series 24 (Securities Managing
      Principal).





Dr.
      Koos'
      educational background includes two doctoral degrees. His first doctorate is
      a
      Doctor of Philosophy degree (PhD) in Economic Sociology (2003). Dr. Koos' PhD
      studies in Sociology were done at the University of California, Riverside,
      which
      he left prior to completing his Ph.D. degree.





Dr.
      Koos
      completed his PhD studies at Atlantic International University (a non-accredited
      institution based in Honolulu, Hawaii) where he was allowed 120 units in
      transfer credits in support of being admitted on an ABD (All But Dissertation)
      basis for a joint PhD/DBA program.  Subsequent to the transfer credits, he
      completed an additional 91 units at Atlantic International University. His
      dissertation for his Ph.D. in Sociology, “Examining the Efficacy of
      Telemarketing Fundraisers as a Venture Capital Alternative in the Biotechnology
      Industry: A Case Study of Cell Bio-Systems, Inc” focused on applied research in
      Telemarketing and Venture Capital Fundraising and is available directly through
      Atlantic International University.  His second doctorate, a Doctor of
      Business Administration (DBA), specialized in Corporate Finance (2003), focusing
      on the process of Public Trading, Direct Public Offerings and Synthetic Reverse
      Mergers. Both of these degrees are the result of studies and research completed
      through Atlantic International University (a non-accredited institution). The
      dissertation for Dr. Koos' D.B.A. in Finance was titled “De-Coupling A Reverse
      Merger to facilitate a Direct Public Offering's Time to Market:  A Case
      Study Testing the value of a Synthetic Reverse Merger in Achieving Public
      Trading Status”. Prior to obtaining these two doctoral degrees, Dr. Koos
      received a Master of Arts degree in the Economic Sociology from the University
      of California, Riverside, California (1983). Currently, Dr. Koos is pursuing
      a
      PhD in Business Administration with an emphasis on Financial Management through
      Northcentral University, an accredited distance learning institution located
      in
      Prescott, Arizona. David R. Koos, our Chief Executive Officer, has been the
      subject of the following securities related regulatory actions:





On
      June 26
      - 28 of 2001 the New York Stock Exchange (NYSE) held an administrative hearing
      panel regarding Mr. David Koos' handling of a client's account while he was
      at
      Everen Securities. Mr. Koos has not been employed by Everen over the last five
      years.  The panel found Mr. Koos had engaged in excessive, unsuitable and
      discretionary trading in a client's account.  The NYSE found Mr. Koos
      guilty of the aforementioned and suspended him from association with the NYSE
      and its affiliates for a period of 9 months.  On appeal, the Enforcement
      Division requested the suspension be 18 months, which was upheld by the Appeal
      Board.





The
      suspension began on May 10, 2002 at the close of business and lasted until
      November 10, 2003. The NYSE took no further action at the end of the suspension.
      David Koos' securities licenses (NASD Series 7  and Series 24 ) were
      re-instated with Amerivet Securities Inc. on March 31, 2004.
  Amerivet's business is currently on hold as the CEO is on deployment
      in Iraq.





On
      December 7, 1999 First Union Securities (formerly known as Everen Securities)
      and Thomas Monahan settled with Dr. Jan Yanda for the sum of $55,000. The claim
      made by Dr. Yanda to the NASD (Case # 98-03797) was that Mr. Monahan and his
      then partner David Koos mishandled her account in failing to correctly advise
      her on the liquidation of an annuity contract. Dr. Yanda asserted that she
      was
      not aware of any tax consequences in withdrawing funds from her annuity.
 Mr. Koos was named as a result of being in a then partnership with Mr.
      Monahan while they worked together at Everen Securities. In the terms of the
      settlement, $55,000 was paid to Dr. Yanda by First Union Securities (formerly
      Everen Securities) At the time the claim was filed, David Koos was no longer
      working for First Union Securities (formerly known as Everen Securities).
 The matter was fully settled by First Union Securities (formerly Everen
      Securities) and there are no outstanding issues in this matter.








30





Education:




PhD
      -
      Business Administration (Financial Management) - In Process


Northcentral
      University - Prescott, Arizona


Fully
      Accredited University




DBA
      -
      Finance (December 2003)


Atlantic
      International University


Non-Accredited
      University


PhD
      -
      Sociology (Economic Sociology - September 2003)


Atlantic
      International University


Non-Accredited
      University





MA
      -
      Sociology (Economic Sociology - June 1983)


University
      of California - Riverside, California


Fully
      Accredited






Five
      Year
      Employment History:


Position:
            Company
                Name:
            Employment
                Dates:





Chairman,
                President, CEO and Acting CFO
            Bio-Matrix
                Scientific Group,
              Inc.
            June
                14, 2006 (Chairman) to Present
              June
                19, 2006 (President, CEO and Acting CFO)
              June
                19, 2006(Secretary) to PresentChairman,
                Chief Executive Officer, Secretary & Acting Chief Financial
                Officer
            Frezer
                Inc.
            May
                2, 2005 to Present





Chairman,
                Chief Executive Officer, Secretary & Acting Chief Financial
                Officer
            BMXP
                Holdings, Inc.
              BMSG
            December
                6, 2004 to Present





Managing
                Director & President
            Cell
                Source Research Inc.
            December
                5, 2001 to Present





Managing
                Director & President
            Venture
                Bridge Inc.
            November
                21, 2001 to Present





Member
                of the Board of Directors, Chief Financial Officer &
                Secretary
            Cell
                Bio-Systems Inc.
              (New
                York)
            July
                17, 2003 to December 1, 2003





Registered
                Representative
            Amerivet
                Securities Inc.*
            March
                31, 2004 to Present
              
              (Previously
                employed: November, 2000 to May,
                2002)




*
      Amerivet
      Securities Inc. is currently not active as the Chief Executive Officer is on
      deployment in Iraq through the U.S. Army Reserves.





31





Brian
      Pockett (53) - Managing Director and COO





Brian
      Pockett has served our Vice President and COO since June 19, 2006 and as a
      Director since June 14, 2006. Mr. Pockett has over twenty-nine years of
      professional experience in operations, marketing, sales, financial and grant
      development.  Prior to assuming his positions with us, Mr. Pockett founded
      PD&C, a private consulting firm and has served as a consultant to some of
      the largest companies in North America including Disney, SONY, Nintendo, Acclaim
      Entertainment and UFO.   Mr. Pocket has not been affiliated with
      PD&C during the past five years.  The scope of client projects expanded
      into the areas of global distributing, product development, commercialization,
      investment and intellectual properties. Mr. Pockett served as an Executive
      Vice
      President of Operations for Metropolis Publications and as Sr. Vice President
      of
      Marketing and Sales for Slawson Communications.




Education:





Ordination
      - Ordained Minister


Crestmont
      College - Rancho Palos Verdes, CA (Accredited thru Azusa Pacific
      University)


June
      11,
      1979





Advanced
      Teachers Training Certificate


Crestmont
      College - Rancho Palos Verdes, CA


Evangelical
      Teachers Training Association


June
      11,
      1979





Associate
      of Arts - Business




Azusa
      Pacific University - Azusa, CA


June
      1977





Christian
      Education Administration Certificate


George
      Fox
      College - Portland, OR


June
      1983








Five
      Year
      Employment History:


Position:
            Company
                Name:
            Employment
                Dates:








Vice
                President, COO and Director
            Bio-Matrix
                Scientific Group, Inc.
            June
                19, 2006 (Vice President and COO) to Present
              June
                14, 2006 (Director) to PresentManaging
                Director & Chief Operating Officer
            Frezer
                Inc.
            May
                2, 2005 to Present








Managing
                Director & Chief Operating Officer
            BMXP
                Holdings, Inc.
              BMSG
            December
                6, 2004 to PresentBusiness
                Development Consultant
            Cell
                Bio-Systems Inc.
              (New
                York)
            April
                1, 2003 to November 30, 2004Sales
                & Marketing Consultant
            North
                County Times
            July
                1, 2002 to March 15, 2003Independent
                Magazine Contractor
            DaVinci
            January
                1, 2000 to June 30, 2002Independent
                Magazine Contractor
              
              
              Independent
                Magazine Contractor
            Digital
                Diner
              
              
              Shock
                Waves
            January
                1, 2000 to June 30, 2002
              
              
              January
                1, 2000 to June 30, 2002








32





Significant
      Employees





Geoffrey
      O'Neill, PhD (57) - Chief Scientific Advisor





Since
      August 9, 2006, Dr. Geoffrey O'Neil, is an independent contractor and not as
      an
      employee, has served as our Chief Scientific Advisor.




Dr.
      Geoffrey O'Neill received his Ph.D. in Immunology from the University of Glasgow
      in 1973.




In
      1974,
      he undertook post-doctoral training under the guidance of Dr. Robert A Good
      (who
      performed the first bone marrow transplantation in a patient with
      immunodeficiency) at Memorial Sloan-Kettering Cancer Center in New York. Dr.
      O'Neill's field of study at Sloan-Kettering was transplantation immunobiology.
      Dr. O'Neill was a Research Fellow with Dr. Robert A. Good from 1974 - 1976.
      No
      formal certification of this training was provided to any of Dr. Good's
      Fellows.




In
      1982,
      Dr. O'Neill was the recipient of the Jean Julliard Prize for Outstanding
      Research. This Award was granted by the International Society of Blood
      Transfusion, presented in Budapest, Hungary. The International Society of Blood
      Transfusion is a scientific society, founded in 1935 which brings together
      professionals involved in blood transfusion and transfusion medicine from more
      than 85 countries.





In
      April
      1975, Dr. O'Neill was awarded the JM Foundation Award from the JM Foundation;
      a
      New York based philanthropic organization that makes grants (awards) to various
      organizations and institutions. The JM Foundation award is given to post
      doctoral trainees by merit of their research. This award, which was given to
      Dr,
      O'Neill while a post doctoral fellow at Memorial Sloan-Kettering Cancer center,
      resulted in a grant to Memorial Sloan-Kettering Cancer Center.





Dr.
      O'Neill's academic career covers tenures as Visiting Professor, NIH-RCMI
      Program, University of Puerto Rico, School of Medicine, San Juan; Associate
      Professor of Pathology and Assistant Medical Director, Transfusion Medicine,
      University of Miami, Jackson Memorial Hospital; Visiting Professor, Institute
      of
      Immunology, University of Munich, FRG; Associate Professor of Graduate Medical
      Sciences, Cornell University School of Medicine New York. Dr. O'Neill has
      authored and co-authored over 90 publications of which 87 primarily focused
      on
      the field of bone marrow transplantation and 3, co- authored by Dr. O'Neill,
       primarily focused on stem cell biology.  Three publications were
      co-authored with Dr. Good, of which one primarily focused on stem cell biology
      Dr. O'Neill was employed by Cryo-Cell International as Laboratory and Scientific
      Director from April 1999 through July 2003.  Dr. O'Neil also currently
      serves as President of Frezer, Inc and BMXP Holdings, Inc.





Education:





Ph.D.
      -
      Immunology (1973)


University
      of Glasgow


Glasgow,
      Scotland





B.Sc.
      -
      Microbiology (1970)


University
      of Glasgow


Glasgow,
      Scotland







Five
      Year
      Employment History:


Position:
            Company
                Name:
            Employment
                Dates:








Chief
                Scientific Advisor
            Bio-Matrix
                Scientific Group, Inc.
            August
                9, 2006 to presentPresident
            Frezer
                Inc., San Diego , CA
            May
                2, 2005 to present








President
            BMXP
                Holdings, Inc.. San Diego, CA
            March,
                2005 to presentConsultant
                in Biotechnology
            Self
                employed, Tarpon Springs FL
            July,
                2004 to March, 2005Laboratory
                and Scientific Director
            Cryo-Cell
                International Inc, Clearwater, FL
            April,
                1999 to June, 2004







33





Publications
      co- authored by Dr. O'Neill primarily focused on stem cell biology




1.Kagan,
      W. A.; O'Neill, G. J.; Incefy, G. S.; Goldstein, G.; Good, R. A.: Induction
       of human granulocyte differentiation in vitro by ubiquitin and
      thymopoietin. Blood 50:275, 1977


2.
      O'Neill
      GJ, Yang SY, DuPont B: Two HLA-linked loci controlling human complement C4.
      Proc. Natl. Acad Sci. USA 75:5165, 1978


3.
      Maharaj
      D, Lewis-Ximenez, Riley R, Gomez O, O'Neill GJ: Serum G-CSF levels in patients
      undergoing G-CSF/chemotherapy mobilized peripheral stem cell harvest. Blood
      84:1380, 1994





All
      journals which have published  articles authored or co- authored by
      Dr.O'Neill.





Immunology





Annals
      of
      Immunology





Journal
      of
      Reticuloendothelial Society





Journal
      of
      Immunology





Blood





Cellular
      Immunology





Proceedings
      of the National Academy of Science (USA)





Nature





Transplantation
      Proceedings





New
      England Journal of Medicine





Transplantation





Immunobiology





Tissue
      Antigens





American
      Journal of Human Genetics





Clinical
      Immunology and Immunopathology




Family
      Relationships





There
      are
      no family relationships between Dr. Koos, Mr. Pockett and Dr.
      O'Neill.








34





Committees:




Plan
      Committee, TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS
      STOCK COMPENSATION PLAN





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





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




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




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





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





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




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




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




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




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




Audit
      Committee.




We
      do not
      have a financial expert serving on our Board of Directors. We are currently
      in
      the process of establishing an Audit Committee and are also in the process
      of
      locating, nominating, and appointing to our Board of Directors one or more
      individuals who would qualify as Audit Committee Financial Experts, as that
      term
      is defined in Regulation SB Item 401, to serve on the Audit Committee when
      established. Currently, the entire Board of Directors serves as the Audit
      Committee.





Involvement
      in certain legal proceedings.





During
      the
      past five years, no current officer, director or control person of Bio Matrix
      Scientific Group, Inc. has:








35


·Any
        bankruptcy petition filed by or against any business of which such person
        was a
        general partner or executive officer either at the time of the bankruptcy
        or
        within two years prior to that time;




·Any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor offenses);




·Being
      subject to any order, judgment, or decree, not subsequently reversed, suspended
      or vacated, of any


court
      of
      competent jurisdiction, permanently or temporarily enjoining, barring,
      suspending or otherwise limiting his involvement in any type of business,
      securities or banking activities; and




·Being
      found by a court of competent jurisdiction (in a civil action), the Commission
      or the Commodity Futures Trading Commission to have violated a federal or state
      securities or commodities law, and the judgment has not


been
      reversed, suspended, or vacated.





Director's
      Compensation.





We
      do not
      provide any Director's Compensation at this time.





Code
      of
      Ethics.





We
      have
      adopted a Code of Business Conduct and Ethics (the “Code”) that applies to our
      Directors, officers and employees. The Code is filed as Exhibit A of our
      Information Statement Pursuant to Section 14(c) of the Securities Exchange
      Act
      of 1934 filed with the Commission on August 11, 2006 . A written copy of the
      Code will be provided upon request at no charge by writing to our Chief
      Executive Officer, David Koos, at:





DR.
      DAVID
      KOOS


BIO
      MATRIX
      SCIENTIFIC GROUP, INC.


8885
      REHCO
      RD.SAN DIEGO CA 92121.





Section
      16(a) Beneficial Ownership Compliance.








Section
      16(a) Beneficial Ownership Compliance.


Section
      16(a) of the Securities Exchange Act of 1934, as amended, requires our executive
      officers and directors and persons who own more than 10% of a registered class
      of our equity securities to file with the Securities and Exchange Commission
      initial statements of beneficial ownership, reports of changes in ownership
      and
      annual reports concerning their ownership of our common stock and other equity
      securities, on Forms 3, 4 and 5 respectively. Executive officers, directors
      and
      greater than 10% shareholders are required by the Securities and Exchange
      Commission regulations to furnish us with copies of all Section 16(a) reports
      they file. Such persons are further required by SEC regulation to furnish us
      with copies of all Section 16(a) forms (including Forms 3, 4 and 5) that they
      file. Based solely on our review of the copies of such forms received by us
      with
      respect to fiscal year 2006, or written representations from certain reporting
      persons, we believe all of our directors and executive officers met all
      applicable filing requirements, except as described in this
      paragraph:





Brian
      Pockett, our Director and COO, filed one late Form 4 on October 27,
      2004







36


10-
        EXECUTIVE COMPENSATION





The
      following table sets forth information relating to the annual and long-term
      compensation for the fiscal year ended September 30, 2006:





**SUMMARY
                COMPENSATION TABLE**Name
                and principal position
            Year
            Salary
                ($)
            Bonus
                ($)
            Stock
                Awards ($)
              (a)
            Option
                Awards ($)
            Non-Equity
                Incentive Plan Compensation ($)
            Nonqualified
                Deferred Compensation Earnings ($)
            All
                Other Compensation ($)
            Total
                ($)Dr.
                David Koos
              Chairman,
                CEO and President
            October
                1, 2005 to September 30, 2006
            0
            0
            $292,500
            0
            0
            0
            0
            $292,500Mr.
                Brian Pockett
              Vice
                President, COO and Director
            October
                1, 2005 to September 30, 2006
            0
            0
            $292,500
            
            
            0
            0
            $292,500





(a)
      issued
      pursuant to TASCO HOLDINGS INTERNATIONAL, INC. 2006 EMPLOYEE AND CONSULTANTS
      STOCK COMPENSATION PLAN





Currently,
      neither of Dr. David Koos or Mr. Brian Pockett is party to an employment
      agreement with us.




ITEM
      11-
SECURITY OWNERSHIP OF CERTAIN
      BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





The
      following table sets forth information as of the close of business on December
      12 2006, concerning shares of our common stock beneficially owned by (i) each
      director; (ii) each named executive officer; (iii) by all directors and
      executive officers as a group; and (iv) each person known by the Company to
      own
      beneficially more than 5% of the outstanding shares of common
      stock.







37





Title
                of Class
            Name
                and Address of Beneficial Owner
            Amount
                and Nature of Beneficial Owner
            Percent
                of ClassCommon
            David
                R. Koos (a)
              C/o
                Bio-Matrix Scientific Group, Inc
              8885
                REHCO RD.SAN DIEGO CA 92121
            11,591,935
            70Common
            Brian
                Pockett (a)
              C/o
                Bio-Matrix Scientific Group, Inc
              8885
                REHCO RD.SAN DIEGO CA 92121
            11,591,935
            70Common
            BMXP
                Holdings, Inc.
            11,391,935
            69Common
            All
                Officers and Directors
              As
                a
                Group(a)
            11,791,935
            72





(a)Includes
      11,391,935 Common Shares owned by BMXP Holdings, Inc. David R. Koos is the
      Chairman and Chief Executive Officer of BMXP Holdings Inc. as well as beneficial
      owner of 24% of the share capital of BMXP Holdings, Inc. Brian Pockett is Chief
      Operating Officer, Managing Director and a Director of BMXP Holdings Inc. as
      well as beneficial owner of 14% of the share capital of BMXP Holdings,
      Inc.





ITEM
      12 -
CERTAIN RELATIONSHIPS
      AND RELATED
      TRANSACTIONS





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





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





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




On
      July 3,
      2006, the Acquisition Agreement closed and we acquired the twenty-five thousand
      (25,000) shares of the Common Stock of BMSG from the Seller in exchange for
      the
      payment of the purchase price of





(a)10,000,000
      shares of our common stock and





(b)the
      return for cancellation of 10,000,000 shares of our stock owned and held by
      John
      Lauring





At
      that
      time, the Escrow Agent released all stock certificates and certain other
      corporate and financial books and records held pursuant to the Escrow
      Agreement.




As
      a
      result of the Acquisition Agreement, BMSG became our wholly owned subsidiary
      and
      the Seller became the holder of approximately 78.24% of our outstanding common
      stock as of the closing of the Acquisition .




On
      July 3,
      2006, the Company the Company changed its principal offices from 23 Brigham
      Road, Worcester, MA 01609 to 8885 Rehco Road, San Diego, California
      92121








38





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





None
      of
      our Directors may be considered independent under the independence standards
      applicable to the small business issuer under paragraph (a)(1) of Item 407
      of
      Regulation SB.








ITEM
      13-
EXHIBITS





EXHIBIT
      INDEX




EXHIBIT
              NUMBER
            
            
            DESCRIPTION31.1**
            
            
            CERTIFICATION
                BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT32.1**
            
            
            CERTIFICATION
                BY CEO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT31.2**
            
            
            CERTIFICATION
                BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT32.2**
            
            
            CERTIFICATION
                BY CFO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT31.3
            
            
            CERTIFICATION
                BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT31.4
            
            
            CERTIFICATION
                BY CFO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT20.1
            
            
            REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ARMANDO C IBARRA
                OFTHE
                BALANCE SHEET OF TASCO INTERNATIONAL, INC. AS OF SEPTEMBER 30, 2005,
                AND
                THE RELATED STATEMENTS OF OPERATIONS, CHANGES IN STOCKHOLDERS' EQUITY,
                AND
                CASH FLOWS FOR THE PERIOD OF OCTOBER 6, 1998 (INCEPTION) THROUGH
                SEPTEMBER
                30, 2005 (YEAR-END)DATED DECEMBER 28, 2005*23.1**
            
            
            CONSENT
                OF ARMANDO IBARRA,CPA





*INCORPORATED
      BY REFERENCE, PREVIOUSLY FILED WITH THE COMPANY'S 10KSB FOR THE TWELVE MONTHS
      ENDED SEPTEMBER 30, 2005.


** INCORPORATED
      BY REFERENCE, PREVIOUSLY FILED WITH THE COMPANY'S 10KSB FOR THE TWELVE MONTHS
      ENDED SEPTEMBER 30, 2006.







39





ITEM
      14
      -PRINCIPAL ACCOUNTANT FEES AND
      SERVICES.





The
      following table sets forth the aggregate fees billed to us by Chang G. Park
      :





Period
                beginning Oct1, 2005 and ending September 30, 2006Audit
                Fees
            
            $
            5800Audit
                Related Fees
            
            
            4670Tax
                Fees
            
            
            0All
                Other Fees
            
            
            75$
            10545




*Audit
      Fees:* Aggregate fees billed for professional services rendered for the
      audit of the Company's annual financial statements.





*Audit
      Related Fees:* Aggregate fees billed for professional services rendered for
      assurance and related services that were reasonably related to the performance
      of the audit or review of our financial statements and are not reported under
      “Audit Fees” above. In 2005 these fees were primarily derived from review of
      financial statements in the Company's Form 10QSB Reports.





All
      services listed were pre-approved by the Board of Directors, functioning as
      the
      Audit Committee in accordance with Section 2(a) 3 of the Sarbanes-Oxley Act
      of
      2002.





The
      Board
      has considered whether the services described above are compatible with
      maintaining the independent accountant's independence and has determined that
      such services have not adversely affected Chang G Park`s
      independence.







40





The
      following table sets forth the aggregate fees billed to us by Armando C Ibarra,
      :


Period
                beginning Oct1, 2005 and ending September 30, 2006Audit
                Fees
            
            $
            0Audit
                Related Fees
            
            
            2500Tax
                Fees
            
            
            0All
                Other Fees
            
            
            0$
            2500





*Audit
      Fees:* Aggregate fees billed for professional services rendered for the
      audit of the Company's annual financial statements.





*Audit
      Related Fees:* Aggregate fees billed for professional services rendered for
      assurance and related services that were reasonably related to the performance
      of the audit or review of our financial statements and are not reported under
      “Audit Fees” above. In 2005 these fees were primarily derived from review of
      financial statements in the Company's Form 10QSB Reports.








All
      services listed were pre-approved by the Board of Directors, functioning as
      the
      Audit Committee in accordance with Section 2(a) 3 of the Sarbanes-Oxley Act
      of
      2002.





The
      Board
      has considered whether the services described above are compatible with
      maintaining the independent accountant's independence and has determined that
      such services have not adversely affected Armando C Ibarra's
      independence.







SIGNATURES





In
      accordance with Section 13 or 15(d) of the Securities Exchange Act, the
      registrant caused this report to be signed on its behalf by the undersigned,
      thereunto duly authorized




In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities on the
      dates
      indicated.





BIO-MATRIX
      SCIENTIFIC GROUP, INC.





By:
      /s/
      David R. Koos


---------------------------


David
      R. Koos


Chairman,
      CEO and
      President





Dated
      August 16, 2007











41