Rivulet Media, Inc. - FORM 10-K

Attached files

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EXCEL - IDEA: XBRL DOCUMENT - Rivulet Media, Inc.	Financial_Report.xls
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - Rivulet Media, Inc.	bmsn20140930form10kex31_2.htm
EX-32.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER - Rivulet Media, Inc.	bmsn20140930form10kex32_2.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Rivulet Media, Inc.	bmsn20140930form10kex32_1.htm
EX-10.31 - ASSIGNMENT OF INVENTION AND PATENT APPLICATION - Rivulet Media, Inc.	bmsn20140930form10kex10_31.htm
EX-10.32 - ASSIGNMENT OF INVENTION AND PATENT APPLICATION - Rivulet Media, Inc.	bmsn20140930form10kex10_32.htm
EX-10.33 - ASSIGNMENT OF INVENTION AND PATENT APPLICATION - Rivulet Media, Inc.	bmsn20140930form10kex10_33.htm
EX-10.35 - SUBLEASE AGREEMENT - Rivulet Media, Inc.	bmsn20140930form10kex10_35.htm
EX-10.34 - CONSULTING AGREEMENT - Rivulet Media, Inc.	bmsn20140930form10kex10_34.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - Rivulet Media, Inc.	bmsn20140930form10kex31_1.htm

United States Securities and Exchange Commission

Washington, D.C. 20549

Form 10-K

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the fiscal year ending September 30, 2014

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934: For the transition period from ___________ to ___________.

Commission file number: 0-32201

BIO-MATRIX SCIENTIFIC GROUP, INC.

(Name of small business issuer in its charter)

Delaware		33-0824714
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4700 Spring Street, Suite 304, La Mesa, California, 91942

(Address of Principal executive offices)

(619) 702-1404

(Registrant’s telephone number)

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

Title of Each Class

to be so Registered:

Name of each exchange on which registered:

None

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

Common Stock, Par Value $.0001

(Title of Class)

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

Yes ☐ No ☑

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

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

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

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

Large Accelerated Filer ☐		Accelerated Filer ☐
Non-accelerated Filer ☐		Smaller reporting company ☑

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

Yes ☐ No ☑

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☐ No ☑

As of March 31, 2014, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant, based upon the closing price of the common stock, under the symbol “BMSN” as quoted on the OTC market of $0.0051., was approximately $14,488,353. For purposes of the statement in the preceding statement, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

Number of shares outstanding of each of the issuer's classes of common stock as of December 24, 2014:

3,579,910,118

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

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

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

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

PART I

Item 1. Business

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

Through our majority owned subsidiary, Regen BioPharma ,Inc.(“Regen”) , we intend to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The primary factor to be considered by us in arriving at a decision to advance an application further to Phase III clinical trials would be a greater than anticipated indication of efficacy seen in Phase I trials.

On May 1, 2013 Dr. Wei Ping Min (“Min”) entered into an agreement (“Agreement”) whereby Min assigned to Regen all right, title and interest in US Patent # 8,389,708 as well as all Patent applications from the same family corresponding to numbers PCT/CA2006/000984, CA2612200 and EP1898936.(“Min IP”) US Patent # 8,389,708 was granted to Min with regard to his invention of a method directed to the silencing of immunosuppressive cancer causing genes using short interfering RNA (siRNA) leading to an increase in the immune response, a decrease in tumor-induced immunosuppression and a decrease in in vivo tumor progression.

As consideration for the Min IP, Regen is required to:

(a) negotiate in good faith with Min with regards to a proposed consulting agreement whereby Min shall perform certain mutually agreed upon tasks for the benefit of Regen for consideration to Min consisting of One Hundred Thousand United States Dollars ($100,000 ) of the common shares of Bio Matrix valued as of the date of issuance and to be paid over a twelve month period in twelve equal installments (“Consulting Shares”) and registered under the Securities Act of 1933 on Form S-8.

(b) Cause to be issued to Min 100,000 of Bio Matrix’s preferred shares (“Assignor Preferred Shares”) exchangeable into common shares of Bio Matrix (“Exchange Common Shares”) under the following terms and conditions:

(i) A sufficient number of common shares shall be authorized for issuance by Bio Matrix in order that the required number of Exchange Common Shares may be issued

(ii) Subject to (i) above, upon any date subsequent to the date of the completion of a satisfactory review by the United States Food and Drug Administration (“FDA”) of an Investigational New Drug Application (“IND”) for the Min IP submitted by Regen which shall result in the ability of Regen to lawfully begin clinical testing of the Min IP on human subjects within the United States Min shall be permitted, at his option, to exchange 33,333 of the Assignor Preferred Shares into that number of Exchange Common Shares having a value of Three Hundred Thirty Three Thousand United States Dollars ($333,000) such shares being valued at a price per share equal to the closing price as of the day written notice is given by Min to Regen of Min’s intent to exchange.

(iii) Subject to (i) above, upon any date subsequent to the date that manufacturing procedures for the manufacture of the Min IP have been developed by Regen which comply to the Current Good Manufacturing Practices (“cGMP “) requirements of the Food Drug and Cosmetics Act of 1938 and the rules and regulations promulgated thereunder as they may apply to the manufacture of the Min IP Min shall be permitted, at Min’s option, to exchange 33,333 of the Assignor Preferred Shares into that number of Exchange Common Shares having a value of Three Hundred Thirty Three Thousand United States Dollars ($333,000) such shares being valued at a price per share equal to the closing price as of the day written notice is given by Min to Regen of Min’s intent to exchange.

(iv) Subject to (i) above, upon any date subsequent to the date that, in connection with a lawfully administered Phase I clinical trial of the Min IP being conducted by Regen within the United States on human subjects, both of (1) a clinical trial protocol has been completed and (2) a Principal Investigator has been appointed, Min shall be permitted, at Min’s option, to exchange 33,333 of the Assignor Preferred Shares into that number of Exchange Common Shares having a value of Three Hundred Thirty Three Thousand United States Dollars ($333,000) such shares being valued at a price per share equal to the closing price as of the day written notice is given by Min to Regen of Min’s intent to exchange. On August 9, 2013 100,000 Assignor Preferred Shares were issued to Min by BMSN

(c) Subject to sufficient number of common shares having been authorized for issuance by the Company, Min shall receive, upon successful completion of a lawfully administered Phase I clinical trial of the Min IP being conducted by Regen within the United States on human subjects, the results of which (1) shall indicate that the Min IP can be safely tolerated by human subjects (2) shall not indicate that use of the Min IP in human subjects result in side effects of such severity that commencement of a Phase II clinical trial could not occur, and (3) establishes the optimal dosage and/or method of administration( as applicable )of the Min IP , Min shall receive that number of the common shares of BMSN which, at a price per share equal to the closing price of the shares as of the day of issuance, shall equal One Million United States Dollars ($1,000,000).

Pursuant to the Agreement, Min shall be entitled to additional consideration for productivity and deliverables over and above listed items (“”Bonus””). The eligibility of Min to receive a Bonus as well as the nature and amount of any Bonus shall be at the sole discretion and determination of the Chief Executive Officer of the Company.

On August 9, 2013 we issued to Min 100,000 of our Preferred Shares pursuant to the Agreement.

On August 5, 2013 Regen was granted by Benitec Australia Limited (“Benitec”) an exclusive worldwide right and license to certain patents, patent applications, know-how and other intellectual property relating to RNA interference, a biological mechanism by which double-stranded RNA modifies gene expression (“RNAi”) possessed by Benitec.

Pursuant to the agreement between the parties for the grant of the license (“Agreement”) , Regen is obligated to make the following payments to Benitec as consideration for the grant of the license:

(1) a one-time, non-refundable, upfront payment of twenty five thousand US dollars ($25,000) as a license initiation fee on the execution date of the Agreement. On August 30, 2013 the Company issued 8,512,088 of its common shares to Benitec in satisfaction of this obligation on behalf of the Company.

(2) a one-time non-refundable payment of twenty five thousand US dollars ($25,000) on the first anniversary of the execution date of the Agreement.

(3) The following milestone payments per each Licensed Product that meets such milestone:

Milestone	Amount
Start Phase I/II clinical trial – dosing first patient	$100,000 US Dollars
Start Phase III clinical trial	$500,000 US Dollars
Regulatory Approval for a Licensed Product by first regulatory agency	$1,000,000 US Dollars
Regulatory Approval for a Licensed Product by second regulatory agency	$2,000,000.00 US Dollars

As defined by the Agreement, “Licensed Product” shall mean any product sold by or on behalf of Regen, its Affiliates or its sublicensees pursuant to the license granted by the Agreement.

As further consideration to Benitec, Regen is required to pay:

(i) Royalties equal to the greater of (a) a minimum annual payment of $25,000 per year or (b) four percent (4%) of the Net Sales as defined in the Agreement of any Licensed Products sold pursuant to the license sold within a given year.

(ii) fifty percent (50%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Regen from sublicensees, excluding royalties from sublicensees based on Net Sales of any Licensed Products for which Benitec receives payment.

The term of this Agreement commenced on the date of execution (“Effective Date “) continues in full force and effect on a Licensed Product-by-Licensed Product and country-by-country basis until the expiration or termination of the Benitec’s Patent Rights covering such Licensed Product. On August 12, 2014 the Company issued 8,896,797 of its common shares to Benitec pursuant to this Agreement.

On November 20, 2014 Dr. Christine Ichim assigned to Regen Biopharma, Inc. (“Regen”) all right, title, and interest in and to the invention described in US Patent Application Serial No. 13/652,395 relating to methods and compositions for modulating NR2F6 for therapeutic applications. In particular, methods and compositions comprising modulators of NR2F6 for modulating stem cell growth, proliferation and differentiation and for treating associated conditions and diseases. As Consideration by Regen to Dr. Ichim for the rights Regen is required to issue to Dr. Ichim 100,000 of Regen’s common shares.

On November 20, 2014 Regen and Dr. Christine Ichim entered into a consulting agreement (“Consulting Agreement”). Pursuant to the Consulting Agreement, Dr. Ichim shall invent for Regen the following:

a) Cord Blood Small Molecule (“CBSM invention”)

b) Cancer Small Molecule Ligand Binding (“CSMLB Invention”)

c) Cancer Small Molecule Alpha helix Inhibitor (“CSMAI Invention”)

d) Cancer Small Molecule using 170 Compound List (“CSM170 Invention”)

and shall assign to Regen 100% of her right, title, and interest in the above named inventions and any and patent applications filed for the above named inventions (as well as such rights in any divisions, continuations in whole or part or substitute applications).

Consideration to be paid by the company to Dr. Ichim pursuant to the Consulting Agreement shall consist of the following:

i) As consideration for the invention, patent prosecution and assignment of all right, title and interest to CBSM invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of Regen and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CBSM Invention

ii) As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMLB invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of Regen and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSMLB Invention

iii) As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSMAI invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of Regen and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSMAI Invention

iv) As consideration for the invention, patent prosecution and assignment of all right, title and interest to CSM170 invention Dr. Ichim shall be issued One Hundred Thousand Common Shares of Regen and Three Thousand Dollars, such shares to be issued and dollars to be paid upon the filing with the United States patent and Trademark Office of a provisional applications for patent for the CSM170 Invention

v) Dr. Ichim shall be entitled to royalties during the term of any patent granted for the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention of 5% of Net Sales made by Reegn of the CBSM invention, CSMLB invention ,CSMAI invention and CSM170 invention. Net Sales" means the monetary consideration actually received by Company for the transfer of the invention less any of the following items

(a) outbound shipping, storage, packing and insurance expenses;

(b) distributor discounts;

(d) amounts repaid or credited as a result of rejections, defects, or returns

(e) sales and other excise taxes (excluding VAT), tariffs, export license fees and duties paid to a governmental entity

(f) sales commissions.

On December 16, 2014 Dr. Christine Ichim assigned to Regen all right, title, and interest in and to the invention described in US Patent Application Serial No. 14/571,262 “ METHODS AND COMPOSITIONS FOR THE TREATMENT OF CANCER BY INHIBITION OF NR2F6”

On December 17, 2014 Dr. Christine Ichim assigned to Regen. all right, title, and interest in and to the invention described in US Patent Application Serial No. 14/572,574 “TREATMENT OF MYELODYSPLASTIC SYNDROME BY INHIBITION OF NR2F6”

The Company has begun development of HemaXellerate I, a cellular therapy designed to heal damaged bone marrow. HemaXellarate I utilizes a collection of cells harvested from the patient’s own adipose (fat) tissue to repair damaged bone marrow and stimulate production of blood cells . The initial application of HemaXellerate I will be the treatment of severe aplastic anemia, a rare and serious condition in which the bone marrow fails to make enough blood cells: red blood cells, white blood cells, and platelets.

In this application, adipose (fat) tissue is collected from the patient and processed in order to separate , extract and isolate Stromal Vascular Fraction (SVF). SVF preparations contain significant numbers of cellular populations with therapeutic activity that would be relevant to aplastic anemia; namely:

a) mesenchymal stem cells (MSC), which suppress pathological immune responses and accelerate hematopoiesis (the formation and development of blood cells);

b) endothelial cells, which assist in repairing damaged bone marrow and stimulate hematopoiesis; and

c) T regulatory cells, which possess anti-inflammatory properties.

The Company believes that the isolated SVF will generate growth factors with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem cells are immature cells that can develop into all types of blood cells, including white blood cells, red blood cells, and platelets. Hematopoietic stem cells are found in the peripheral blood and the bone marrow.

In practice, the physician is shipped a kit, which is used to collect adipose tissue. The tissue is sent to a processing facility, and a standardized cellular product is delivered in a ready-to-use manner for administration into the patient intravenously.

On February 5, 2013 Regen filed an Investigational New Drug (IND) application with the United States Food and Drug Administration to initiate a clinical trial. In this study we will seek to determine the safety and potential efficacy of intravenously administered autologous (derived or transferred from the same individual's body)SVF cells in 10 patients with severe aplastic anemia that is resistant to immune suppressive therapy. The Company believes that this application of HemaXellerate qualifies for Orphan designation under the Orphan Drug Act due to the fact that aplastic anemia is a rare disease with prevalence in the United States of less than 200,000 and intends to apply to the FDA for Orphan designation for HemaXellerate I.

Also in early stage development by the Company are HemaXellerate II and dCellVax.

Unlike HemaXellarate which utilizes the patient’s own fat tissue to harvest the cells needed to repair damaged bone marrow and stimulate production of blood cells HemaXellarate II utilizes third party placental tissue to harvest these cells.

dCellVax is intended to be a therapy whereby dendritic cells of the cancer patient are harvested from the body, treated with plasmid DNA (small DNA molecule that is physically separate from, and can replicate independently of, chromosomal DNA) within a cell that has the ability to block the dendritic cell from expressing indoleamine 2,3-dioxygenase (“IDO”) and subsequently reimplanted in the cancer patient. A plasmid is a small DNA molecule that is physically separate from, and can replicate independently of, chromosomal DNA within a cell.

Dendritic cells assist a part of the immune system known as the adaptive immune system by identify cancer cells as foreign and presenting this information to other immune cells called T lymphocytes (‘T cells”) enabling the T-cells learn to recognize the tumor as a foreign invader and respond more strongly to destroy it. IDO is an enzyme that is believed to suppress the body’s immune response to the cancer cells by suppressing T Cells as well as halting the dendritic cell from activating T cells. The dendritic cells that are treated with the IDO-blocking plasmid become resistant to the influence of cancer cells which cause the dendritic cell to express IDO. T cells are a type of lymphocyte (itself a type of white blood cell) that play a vital role in the body’s immune response. Regen has filed an Investigational New Drug (IND) application with the United States Food and Drug Administration to initiate a Phase I/II clinical trial assessing safety with signals of efficacy of the dCellVax gene silenced dendritic cell immunotherapy for treating breast cancer. The proposed trial will recruit 10 patients with metastatic breast cancer and will involve 4 monthly injections of the dCellVax gene-silenced dendritic cell therapy. The trial is anticipated to last one year, with tumor assessment before therapy and at 6 and 12 months.

The therapeutic concept behind the HemaXellerate products derives from intellectual property licensed to the Company by Oregon Health & Science University (US patent No. 6,821,513 “Method for enhancing hematopoiesis” issued Nov. 23, 2004) pursuant to an agreement entered into by the parties on June 5, 2013. This agreement was terminated by mutual consent on August 8, 2013 due to the fact that US patent No. 6,821,513 had expired due to nonpayment of the required maintenance fees by Oregon Health & Science University. The Company has been informed by its counsel and believes that the expiration of US patent No. 6,821,513 signifies that no party can be sued for future infringement based on the patent. Thus the Company is free to practice the claimed methods recited in the expired patent in the future without being liable for patent infringement based on the patent.

The therapeutic concept behind Regen's dCellVax therapy derives primarily from US Patent # 8,389,708, acquired from Dr. Wei Pin Ming as collaboration between Dr. Min and the Regen's Chief Scientific Officer Dr. Thomas Ichim, and patented intellectual property licensed to the Company by Benitec.

Principal Products and Services

HemaXellarate I

The Company has begun development of HemaXellerate I, a cellular therapy designed to heal damaged bone marrow. HemaXellerate I is a patient-specific composition of cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based on previous animal studies. The initial application of HemaXellerate I will be the treatment of severe aplastic anemia which is characterized by immune-mediated bone marrow hypoplasia (underdevelopment or incomplete development of a tissue) and pancytopenia (reduction in the number of blood cells and platelets).

Adipose tissue is collected from the patient and processed in order to separate, extract and isolate Stromal Vascular Fraction (SVF), a mix of various cell types including mesenchymal stem cells and endothelial cells. Mesenchymal stem cells are connective tissue cells that can differentiate into a variety of cell types and endothelial cells are the cells that line the interior surface of blood vessels and lymphatic vessels and which play a vital role in angiogenesis ( the physiological process through which new blood vessels form from pre-existing vessels).

The isolated SVF is then intravenously administered to the patient. The Company believes that the isolated SVF will generate growth factors with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem cells are immature cells that can develop into all types of blood cells, including white blood cells, red blood cells, and platelets. Hematopoietic stem cells are found in the peripheral blood and the bone marrow.

On February 5, 2013 Regen filed an Investigational New Drug (IND) application with the United States Food and Drug Administration (“FDA”) to initiate a Phase I clinical trial assessing HemaXellerate II in patients with drug-refractory aplastic anemia. The Phase I clinical trial is intended to determine safety and potential efficacy of intravenously administered autologous SVF cells in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse.

Under the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a previously unapproved drug or biologic intended to treat a rare disease or condition, which is generally defined as a patient population of fewer than 200,000 individuals annually in the United States. Generally, if a product with an orphan drug designation subsequently receives the first marketing approval for the indication for which it has such designation, the product is entitled to a seven year period of marketing exclusivity, which precludes the FDA from approving another marketing application for the same drug for that time period. The sponsor of the product would also be entitled to a United States federal tax credit equal to 50% of clinical investigation expenses as well as exemptions from certain fees.

The Company believes that this application of HemaXellerate qualifies for Orphan designation under the Orphan Drug Act due to the fact that aplastic anemia is a rare disease with prevalence in the United States of less than 200,000 and intends to apply to the FDA for Orphan designation for HemaXellerate.

HemaXellerate II

Also in early stage development by the Company is a version of HemaXellerate called HemaXellerate II.

HemaXellerate II is intended to be a universal donor endothelial cell based therapeutic and is intended to be manufactured by obtaining cells from a part of the placenta called the “vascular lobules”. The cells are processed and utilized for the purpose of stimulating bone marrow hematopoetic stem cell repair and proliferation. The mechanism of action for HemaXellerate II is similar to HemaXellerate I whereby the harvested and processed cells would produce growth factors which would mediate the therapeutic effects of the product. The Company has not begun preclinical development of HemaXellerate II as of December 24, 2014.

dCellVax

dCellVax is intended to be a therapy whereby dendritic cells of the cancer patient are harvested from the body , treated with plasmid DNA that has the ability to block the dendritic cell from expressing indoleamine 2,3-dioxygenase (“IDO”) and subsequently reimplanted in the cancer patient.

The dendritic cells that are treated with the IDO-blocking plasmid become resistant to the influence of tumor cells which produce factors which cause the dendritic cell to express the IDO. Expression of IDO on the dendritic cell halts the dendritic cell from activating T cells and causes the dendritic cell to suppress T cells. T lymphocytes (‘T cells”) are a lymphocyte that play a central role in the human immune system’s attempt to eradicate tumors. The Company has filed an Investigational New Drug (IND) application with the United States Food and Drug Administration (“FDA”) to initiate a Phase I/II clinical trial assessing safety with signals of efficacy of the dCellVax gene silenced dendritic cell immunotherapy for treating breast cancer. The proposed trial will recruit 10 patients with metastatic breast cancer and will involve 4 monthly injections of the dCellVax gene-silenced dendritic cell therapy. The trial is anticipated to l last one year, with tumor assessment before therapy and at 6 and 12 months.

The concepts utilized in formulating dCellVax are derived

(a) from patented intellectual property acquitted by the Company from Dr. Wei Ping Min which is method directed to the silencing of immunosuppressive cancer causing genes using short interfering RNA (siRNA) and which has been granted patent protection under US Patent # 8,389,708.

(b) from patented intellectual property licensed to the Company by Benitec.

Regen will be required to obtain approval from the FDA in order to market any of Regen’s products or therapies. No approval has been granted by the FDA for the marketing and sale of any of the Company’s products and therapies and no assurance may be given that any of the Company’s products or therapies will be granted such approval. The Company’s current plans include the development of regenerative medical applications up to the point of successful completion of Phase I and/ or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. We can provide no assurance that the Company will be able to sell or license any product or that, if such product is sold or licensed, such sale or license will be on terms favorable to the Company.

Distribution methods of the products or services:

It is anticipated that Regen will enter into licensing and/or sublicensing agreements with outside entities in order that Regen may obtain royalty income on the products and services which it may develop and commercialize.

Competitive business conditions and competitive position in the industry and methods of competition

We are recently formed and have yet to achieve revenues or profits. The pharmaceutical and biologics industries in which we intend to compete are highly competitive and characterized by rapid technological advancement. Many of our competitors have greater resources than we do. We face intense and ever-changing competition from many other established local, regional and national companies. Many of these companies 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 services, limit our ability to price our planned 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 Company in implementing its business plan.

We intend to be competitive by utilizing the services and advice of individuals that we believe have expertise in their field in order that we can concentrate our resources on projects in which products and services in which we have the greatest potential to secure a competitive advantage may be developed and commercialized .

To that effect, Regen has established a Scientific Advisory Board of (the Advisory Board) comprised of individuals who we believe have a high level of expertise in their professional fields and who have agreed to provide counsel and assistance to us in (a) determining the viability of proposed projects (b) obtaining financing for projects and (c) obtaining the resources required to initiate and complete a project in the most cost effective and rapid manner.

Members of the Advisory Board include as follows:

Dr. Weiping Min, M.D., PhD

Dr. Min is currently a Professor, Department of Surgery at the University of Western Ontario. Dr. Min obtained his MD from Jiangxi Medical University, China, in 1983 and his Ph.D.in Immunology from Kyushu University, Japan. Dr. Min has completed postdoctoral training at the Department of Medical Microbiology and Immunology, University of Alberta and the Department of Immunology, University of Toronto.

Dr. Min has served on the Advisory Board since May 20, 2012. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, Bio Matrix Scientific Group, Inc. (“BMSN”) has agreed to issue to Dr. Min 200,000 of the common shares of BMSN.

David James Graham White, M.D., Ph.D.

Dr. White currently serves as Novartis/Stiller Professor of Xenotransplantation at the University of Western Ontario ( to which he was appointed in 2000) and is a member of British Transplantation Society, the British Society of Immunologists, the Transplantation Society, the European Society of Organ Transplantation, the Royal College of Pathologists and the Athenaeum. Dr. White obtained a B.Sc. degree from the University of Surrey and M.D. and Ph.D. degrees from Cambridge University.

Dr. White has served on the Advisory Board since May 20, 2012. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, BMSN has agreed to issue to Dr. White 200,000 of the common shares of BMSN.

David A. Suhy, PhD

Dr. Suhy currently serves as Vice President of Research and Development at Tacere Therapeutics, a position he has held since October 2012. From April 2008 to October 2012 Dr. Suhy served as Director of Research and Development at Tacere Therapeutics. Dr. Suhy was one of the inventors of Tacere Therapeutics’ TT-033 and has directed development of the TT-03x series of compounds which target the Hepatitis C virus (HCV) through to Investigational New Drug enabling studies.

Dr. Suhy obtained a Bachelor’s Degree in biochemistry from the University of Pittsburgh in 1990 and a PhD in Biochemistry, Molecular Biology and Cell Biology from Northwestern University in 1996. Dr. Suhy conducted his post-doctoral work at Stanford University (Post Doctoral Fellow, Microbiology & Immunology) between 1996 and 1999.

Dr. Suhy has served on the Advisory Board since September 11, 2013. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, BMSN has agreed to issue to Dr. White 500,000 of the common shares of BMSN.

Dr. Amit Patel, MD MS

Dr. Patel has served on the Advisory Board of Regen since October , 2014. Dr. Patel currently serves as an associate professor in the Division of Cardiothoracic Surgery at the University of Utah School of Medicine and Director of Clinical Regenerative Medicine and Tissue Engineering at the University of Utah and been involved in over 17 FDA trials in the area of cellular therapy. As consideration for agreeing to serve as a member of the Scientific Advisory Board of Regen, Regen has issued to Dr. Patel 136,000 common shares of Regen.

Sources and availability of raw materials and the names of principal suppliers

The supplies and materials required to conduct our operations are available through a wide variety of sources and may be obtained through a wide variety of sources.

Sources and availability of raw materials and the names of principal suppliers;

The supplies and materials required to conduct our operations are available through a wide variety of sources and may be obtained through a wide variety of sources.

Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration

Other than

(i) exclusive worldwide right and license to certain patents, patent applications, know-how and other intellectual property relating to RNA interference granted under the Company’s license agreement with Benitec Australia Limited (“Benitec Agreement”) , and

(ii) assignment of all right, title, and interest in and to the invention described in US Patent Application Serial No. 13/652,395 relating to methods and compositions for modulating NR2F6 for therapeutic applications granted to Regen by Dr. Christine Ichim

(iii) assignment of all right, title, and interest in and to the invention described in US Patent Application Serial No. 4/571,262 “METHODS AND COMPOSITIONS FOR THE TREATMENT OF CANCER BY INHIBITION OF NR2F6” granted to Regen by Dr. Christine Ichim.

(iv) assignment of all right, title, and interest in and to the invention described in US Patent Application Serial No. 4/572,574 “TREATMENT OF MYELODYSPLASTIC SYNDROME BY INHIBITION OF NR2F6”” granted to Regen by Dr. Christine Ichim.

The Company has not been granted any license to develop and commercialize any third party intellectual property.

Other than all right, title and interest in US Patent # 8,389,708 granted pursuant to that agreement entered into between Regen and Dr. Wei Ping Min the Company has been granted no patents.

The following is a list of patents to which a license has been granted to the Company pursuant to the Benitec Agreement:

Title	Inventors	Country	Number
GENETIC CONSTRUCTS FOR DELAYING OR REPRESSING THE EXPRESSION OF A TARGET GENE (‘099”)	Graham, Rice, Waterhouse	US	6,573,099
SYNTHETIC GENES AND GENETIC CONSTRUCTS COMPRISING THE SAME (Graham Family)	Waterhouse, Graham, Wang, Rice	US	8,067,383 (was 10/346,853)
		US	11/218,999
		US	7754697
		US	8048670 (was 10/759,841)
		US	8053419 (was 10/821,726)
		US	90/007,247
CONTROL OF GENE EXPRESSION WO99/49029	Graham, Rice, Waterhouse, Wang	AU	743316
		AU	2005211538
		AU	2005209648
		AU	2008249157
		BR	PI9908967.0
		BR	PI9917642.4
		CA	2323726
		CN	200510083325.1
		CN	200910206175
		CZ	295108
		EP	1555317 (formerly patent application no. 04015041.9)
		EP	1624060 (formerly patent application no.05013010.3
		EP	07008204.5
		EP	10183258.2
		UK	GB 2353282

		HK	1035742
		HG	PO5000631
		HG	PO101225
		IN	3901/DELNP/2005
		IN	2000/00169/DE
		JP	2000-537990
		JP	2005-223953
		JP	2007-302237
		JP	2009-161847
		KR	10-2010-7006892 Divisional of 7010419/00
		MX	PA/a/2000/008631
		MX	PA/a/2005/006838
		NZ	506648
		NZ	547283
		PL	P-377017
		SG	75542
		SG	200205122.5
		SG	141233
		SL	287538
		ZA	2000/4507
		SG	141233
METHODS AND MEANS FOR OBTAINING MODIFIED PHENOTYPES	Waterhouse, Wang, Graham	AU	29514/99 (760041)
		AU	2007201023
		CA	2325344
		CN	ZL99805925.0 (CN1202246-C)
		EP	99910592.7 (EP1068311)
		JP	2000-543598
		NZ	507093
		US	09/287632
		US	11/364183
		US	11/841737 US20080104732
GENETIC SILENCING	Graham, Rice, Murphy, Reed	JP	2001-569332
		BR	PI0109269-3
		UK	GB2377221
		SG	91687
		ZA	2002/07428
DOUBLE-STRANDED NUCLEIC ACID (LONG HAIR PIN)	Graham, Rice, Roelvink, Suhy, Kolkykhalov, Harrison, Reed	AU	2004243347
		NZ	543815
		EP	04735856.9
		CA	2527907
		JP	2006-508084
		ZA	2005/09813
		SG	200507474-5
		IL	172191
		US	12/914893 Continuation of 10/861191

RNAi EXPRESSION CONSTRUCTS (single promoter)	Roelvink, Suhy, Kolykhalov, Couto	US	7,803,611
		US	11/883645
		CN	200680010811.3
		HK	08112495.7
		EP	09015950.0
		CA	2596711
		AU	2006210443
		IL	185315
		NZ	560936

Other than obligations to make royalty payments pursuant to the Benitec Agreement, the Company is party to no royalty agreements. We have been granted a trademark for the term HEMAXELLERATE for biological tissue, namely, blood, stem cells, umbilical cords and placentas for scientific and medical research use. We have been granted a trademark for the term dCellVax for pharmaceutical products for the prevention and treatment of cancer.

Need for any government approval of principal products or services, effect of existing or probable governmental regulations on the business

The US Food and Drug Administration (“FDA”) and foreign regulatory authorities will regulate our proposed products as drugs or biologics, , depending upon such factors as the use to which the product will be put, the chemical composition, and the interaction of the product on the human body. In the United States, products that are intended to be introduced into the body will generally be regulated as drugs, while tissues and cells intended for transplant into the human body will be generally be regulated as biologics.

Our domestic human drug and biological products will be subject to rigorous FDA review and approval procedures. After testing in animals, an Investigational New Drug Application (“IND”) must be filed with the FDA to obtain authorization for human testing. Extensive clinical testing, which is generally done in three phases, must then be undertaken at a hospital or medical center to demonstrate optimal use, safety, and efficacy of each product in humans.

Phase I

Phase 1 trials are designed to assess the safety (pharmacovigilance), tolerability, pharmacokinetics, and pharmacodynamics of a drug. These trials are often conducted in an inpatient clinic, where the subject can be observed by full-time staff. The subject who receives the drug is usually observed until several half-lives of the drug have passed. Phase I trials normally include dose-ranging, also called dose escalation, studies so that the appropriate dose for therapeutic use can be found. The tested range of doses usually are a fraction of the dose that causes harm in animal testing and involve a small group of healthy volunteers. However, there are some circumstances when real patients are used, such as patients who have end-stage disease and lack other treatment options.

Phase II

Phase II trials are designed to assess how well the drug or biologic works, as well as to continue Phase I safety assessments in a larger group of volunteers and patients. Phase II trials are performed on larger groups.

Phase III

Phase III trials are aimed at being the definitive assessment of how effective the product is in comparison with current best standard treatment and to provide an adequate basis for physician labeling. Phase III trials may also be conducted for the purposes of (i) "label expansion" (to show the product works for additional types of patients/diseases beyond the original use for which the drug was approved for marketing or (ii) to obtain additional safety data, or to support marketing claims for the product.

On occasion Phase IV (Post Approval) trials may be required by the FDA. Phase IV trials involve the safety surveillance (pharmacovigilance) and ongoing technical support of a drug after it receives permission to be sold. The safety surveillance is designed to detect any rare or long-term adverse effects over a much larger patient population and longer time period than was possible during the Phase I-III clinical trials.

All phases, must be undertaken at a hospital or medical center to demonstrate optimal use, safety, and efficacy of each product in humans. Each clinical study is conducted under the auspices of an independent Institutional Review Board (“IRB”). The IRB will consider, among other things, ethical factors, the safety of human subjects, and the possible liability of the institution. The time and expense required to perform this clinical testing can far exceed the time and expense of the research and development initially required to create the product. No action can be taken to market any therapeutic product in the United States until an appropriate New Drug Application (“NDA”) or Biologic License Application (“BLA”) or has been approved by the FDA. FDA regulations also restrict the export of therapeutic products for clinical use prior to NDA or BLA approval.

Even after initial FDA approval has been obtained, further studies may be required to provide additional data on safety or to gain approval for the use of a product as a treatment for clinical indications other than those initially targeted. In addition, use of these products during testing and after marketing could reveal side effects that could delay, impede, or prevent FDA marketing approval, resulting in FDA-ordered product recall, or in FDA-imposed limitations on permissible uses.

The FDA regulates the manufacturing process of pharmaceutical products, and human tissue and cell products, requiring that they be produced in compliance with Current Good Manufacturing Practices (“cGMP”) . The FDA also regulates the content of advertisements used to market pharmaceutical products. Generally, claims made in advertisements concerning the safety and efficacy of a product, or any advantages of a product over another product, must be supported by clinical data filed as part of an NDA or an amendment to an NDA, and statements regarding the use of a product must be consistent with the FDA approved labeling and dosage information for that product.

Sales of drugs and biologics outside the United States are subject to foreign regulatory requirements that vary widely from country to country. Even if FDA approval has been obtained, approval of a product by comparable regulatory authorities of foreign countries must be obtained prior to the commencement of marketing the product in those countries. The time required to obtain such approval may be longer or shorter than that required for FDA approval.

Regen has filed an Investigational New Drug (IND) application with the FDA to initiate clinical trials assessing the company’s HemaXellerate I drug currently in development in patients with drug-refractory aplastic anemia. Regen has also filed an IND to initiate a Phase I/II clinical trial assessing safety with signals of efficacy of the dCellVax gene silenced dendritic cell immunotherapy for treating breast cancer. The clinical trials for which the INDs were submitted may not commence until approval to commence such trials has been granted to Regen by the FDA.

Amount spent during the last fiscal year on research and development activities

During the fiscal year ended September 30, 2014 we expended $23,867 on research and development activities.

Costs and effects of compliance with environmental laws (federal, state and local)

We have not incurred any unusual or significant costs to remain in compliance with any environmental laws and does not expect to incur any unusual or significant costs to remain in compliance with any environmental laws in the foreseeable future.

Number of total employees and number of full-time employees

As of December 24, 2014, we have 3 employees of which 3 are full time.

Item 2. Properties .

On October 1, 2014 Regen entered into an agreement to sublease approximately 2,320 square feet of office space from Entest Biomedical, Inc. Entest Biomedical Inc. is under common control with the Company as the Chairman and CEO of the Company also serves as the Chairman and CEO of Entest Biomedical, Inc. the sublease is on a month to month basis and rent payable to Entest Biomedical Inc. by Regen is equal to the rent payable to the lessor by Entest Biomedical Inc and is to be paid in at such time specified in accordance with the original lease agreement between Entest Biomedical Inc. and the lessor.

$3,241 per month for the period beginning October 1, 2014 and ending November 30, 2014

$3,371 per month for the period beginning December 1, 2014 and ending November 30, 2015

$3,506 per month for the period beginning December 1, 2015 and ending November 30, 2016

All charges for utilities connected with premises which are to be paid by Entest Biomedical Inc. under the master lease shall be paid by Regen for the term of this sublease.

This property is utilized as office space. The property is utilized as office space. We believe that the foregoing properties are adequate to meet our current needs for office space.

Item 3. Legal Proceedings.

On April 12, 2013 a complaint (Complaint) was filed in the U.S. District Court Southern District of the State of new York against the Company, the Company’s Chairman and Does 1-50 by Star city Capital, LLC (“Plaintiff”) alleging securities fraud, common law fraud, negligent misrepresentation, breach of fiduciary duties and breach of contract in connection with the issuance of . The Plaintiff is also request declaratory relief from the Court.

The action arises from the issuance and subsequent cancellation of 103,030,303 of the company’s common shares in satisfaction of $17,000 of convertible indebtedness of the Company held by the Plaintiff . The Plaintiff alleges that a cancellation notice sent by them to the Company’s transfer agent was meant to instruct the Transfer Agent simply to cancel the physical certificate in order that an equivalent number of shares may be transferred via DWAC to the Plaintiff’s stockbroker for the benefit of the Plaintiff. DWAC is the acronym for Deposit/Withdrawal At Custodian. The DWAC transaction system run by The Depository Trust Company (a.k.a. DTC or CEDE & CO) permits brokers and custodial banks, the DTC participants, to request the movement of shares to or from the issuer’s transfer agent electronically. A DWAC results in the crediting or debiting of shares to or from DTC’s book-entry account on the records of the issuer maintained by the transfer agent.

The Company believes that the cancellation notice sent by the Plaintiff clearly represents a cancellation of the conversion notice itself.

The convertible indebtedness held by the Plaintiff is convertible at Holder’s demand into the common shares of the Company’s stock at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company and the Plaintiff had agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. There can be no assurance that a subsequent conversion notice for the same amount of indebtedness issued by the Plaintiff would convert into 103,030,303 of the company’s common shares.

Although the Company believes this legal action has no merit, it is not possible to predict the ultimate outcome of this legal action.

Item 4. Submission of Matters to a Vote of Security Holders.

No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The Company’s common stock is a "penny stock," as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock of the Company is subject to the penny stock rules, it may be more difficult to sell common stock of the Company.

Our common stock is currently traded on the OTC Market under the symbol "BMSN". Prior to January 2011 the primary market for the Company’s common shares was the OTCBB. Prior to September 5, 2006 our Common Stock traded under the symbol "THII". Below is the range of high and low bid information for our common equity for each quarter within the last two fiscal years as reported by Commodity Systems Inc. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual

transactions.

October 1, 2012 to September 30, 2013	High	Low
First Quarter	.0024	.0003
Second Quarter	.0144	.0011
Third Quarter	.0018	.0055
Fourth Quarter	.0038	.0028

October 1, 2013 to September 30, 2014	High	Low
First Quarter	.0029	.0011
Second Quarter	.0091	.0014
Third Quarter	.0080	.0022
Fourth Quarter	.0037	.0014

Holders

As of December 24, 2014 there were approximately 459 holders of our Common Stock.

Dividends

No cash dividends were paid during the fiscal year ending September 30, 2014. We do not expect to declare cash dividends in the immediate future.

Recent Sales of Unregistered Securities

On October 14, 2013 the Company Issued 120,000,000 Common Shares (“Shares”) in satisfaction of $ 44,500 of indebtedness.

The Shares were issued pursuant to Section 4(a) (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.

On November 4, 2013 the Company issued 200,000 shares of the Company’s Common Stock (“Shares”) to a member of Regen’s Scientific Advisory Board in consideration for services rendered.

The Shares were issued pursuant to Section 4(a) (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 Preferred Shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.

On November 13, 2013 the Company Issued 120,000,000 Common Shares (“Shares”) in satisfaction of $ 8,430 of principal indebtedness and $3,570 of interest accrued but unpaid.

The Shares were issued pursuant to Section 4(a) (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 Preferred Shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.

On December 5, 2013 the Company issued 150,000,000 Common Shares (“Shares”) in satisfaction of $15,000 of indebtedness.

The Shares were issued pursuant to Section 4(a) (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 Preferred Shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.

On December 12, 2013 the Company issued 30,000,000 of its Common Shares (“Shares”) to a vendor in settlement of a dispute over fees owed between the vendor and Regen.

On January 23, 2014 the Company Issued 140,000,000 Common Shares (“Shares’) in satisfaction of $ 14,070 of indebtedness.

On January 28, 2014 the Company Issued 500,000 Common Shares (“Shares”) in satisfaction of $ 1,000 of convertible indebtedness.

On July 1, 2014 the Company Issued 45,000,000 Common Shares (“Shares”) for consideration of $100,000.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. 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 stating that the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares. The funds received were utilized for general corporate purposes.

On August 12, 2014 the Company Issued 8,896,797 Common Shares (“Shares”) for consulting services rendered.

On August 18, 2014 the Company Issued 37,500,000 Common Shares (“Shares”) in satisfaction of $ 37,500 of indebtedness.

On August 26, 2014 the Company Issued 37,500,000 Common Shares (“Shares”) in satisfaction of $ 37,500 of indebtedness.

On October 1, 2014 the Company Issued 100,000,000 Common Shares (“Shares”) in satisfaction of $ 37,500 of indebtedness.

On October 9, 2014 the Company Issued 100,000,000 Common Shares (“Shares”) in satisfaction of $35,000 of indebtedness.

On October 31, 2014 the Company Issued 200,000,000 Common Shares (“Shares”) in satisfaction of $20,000 of indebtedness.

On December 9, 2014 the Company Issued 100,000,000 Common Shares (“Shares”) in satisfaction of $10,000 of indebtedness.

Securities Issuances by Regen Biopharma, Inc.

On October 16, 2013 Regen issued 100,000 common shares (“Shares”) to ASC Recap, LLC for consideration of $100,000.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management. 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.

On November 15, 2013 Regen issued 100,000 common shares (“Shares”) to ASC Recap, LLC for consideration of $100,000.

On December 12, 2013 Regen issued 100,000 common shares (“Shares”) to ASC Recap, LLC for consideration of $100,000.

On October 30, 2014 Regen issued 136,000 common shares (“Shares”) to a member of Regen’s Scientific Advisory Board as consideration for services.

Item 6. Selected Financial Data

As we are a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As of September 30, 2013 we had cash of $116,714 and as of September 30, 2014 we had cash of $ 502.

The decrease in cash of approximately 99% is primarily attributable to expenses incurred by the Company in the operation of its business and payment of its obligations, payments paid to Entest Biomedical, Inc. by the Company and $10, 422 loaned to Entest Biomedical, Inc. by the Company partially offset by equity securities of both the Company and Regen sold during the year ended September 30, 2014 for proceeds of $400,000 and net borrowings of $116,861 incurred by the Company during the year ended September 30, 2014.

As of September 30, 2014 we had Notes Receivable of $10,422 and as of September 30, 2013 we had notes Receivable of $0.

The increase in Notes Receivable of 100% is attributable to $10, 422 loaned to Entest Biomedical, Inc. during the year ended September 30, 2014.

As of September 30, 2014 we had Accrued Interest Receivable of $233 and as of September 30, 2013 we had Accrued Interest Receivable of $0.

The increase in Accrued Interest Receivable of 100% is attributable to interest accrued but not yet paid on $10, 422 loaned to Entest Biomedical, Inc. by Regen during the year ended September 30, 2014.

As of September 30, 2013 we had Available for Sale Securities of $7,000 and as of September 30, 2014 we had Available for Sale Securities of $3,000. The decrease in Available for Sale Securities of approximately 57% is attributable to remeasurement based on unrealized losses.

As of As of September 30, 2014 we had Deferred Financing Costs of $0 and as of September 30, 2013 we had Deferred Financing Costs of $65,000.

The decrease in Deferred Financing Costs of 100% is attributable to the expiration of the commitment period for that Equity Purchase Agreement and Registration Rights Agreement entered into by and between the Company and Southridge Partners II, LP.

As of September 30, 2013 we had Accounts Payable of $138,572 and as of September 30, 2014 we had Accounts Payable of $ 158,492.

The increase in Accounts Payable of approximately 14.3% is primarily attributable to $12,374 of legal expenses incurred but not yet paid during the quarter ended September 30, 2014.

As of September 30, 2013 we had Notes Payable of $219,372 and as of September 30, 2014 we had Notes Payable of $379,233

This increase of approximately 73% is primarily attributable to:

Net borrowings over the year of $116,861. The reclassification of $200,000 of Accrued Salary to Note Payable.

Offset by:

The settlement of $158,000 of principal amount of Notes Payable through the issuance of common stock

As of September 30, 2014 we had Bank Overdraft of $6,137 and as of September 30, 2013 we had Bank Overdraft of $0.

The increase in Bank Overdraft of approximately 100% is attributable to payments made by the Company in the operation of its business.

As of September 30, 2013 we had Accrued Payroll Taxes of $45,386 and as of September 30, 2014 we had Accrued Payroll Taxes of $51,117

The increase in Accrued Payroll Taxes of approximately 13% is primarily attributable to employer tax obligations incurred but not yet paid arising from stock issued to employees as compensation.

As of September 30, 2013 we had Accrued Interest of $239,829 and as of September 20, 2014 we had Accrued Interest of $271,495.

The increase in Accrued Interest of approximately 13% is primarily attributable to the incurring by the Company of interest accrued but unpaid on Notes payable and Convertible Notes Payable

As of September 30, 2013 we had $34,895 in Amount Due to Affiliate and as of September 30, 2014 we had $0 in Amount Due to Affiliate. The decrease of approximately 100% is attributable to payments paid to and expenses paid on behalf of Entest Biomedical, Inc. (an affiliate of the Company) by the Company during the year ended September 30, 2014 totaling in aggregate $34,895.

Material Changes in Results of Operations:

Revenues were $0 for the twelve months ended September 30, 2013 and the same period ended September 30, 2014. Net Losses were $2,004,097 for the year ended September 30, 2013 and $2,080,958 for the same period ended September 30, 2014. The increase in Net Losses was primarily attributable to:

(i) Increase in Research and Development expenses

(ii) Increase in Consulting and professional Fees

(iii) Recognition of losses on Settlement of Debt through equity issuances

(iv) Recognition of $65,000 of expenses attributable the expiration of the commitment period for that Equity Purchase Agreement and Registration Rights Agreement entered into by and between the Company and Southridge Partners II, LP.

(v) Recognition during the year ended September 30, 2013 of a refund of $35,000 paid to Regen resulting from termination of a license agreement and recognition of $25,000 in Other Income attributable to the cancellation for no consideration of Common Shares of the Company originally issued in conversion of $25,000 of Convertible Notes Payable

Offsett by:

(i)

Decrease in General and Administrative Expenses, Interest Expense

(ii)

The recognition during the year ended September 30, 2013 of

(a)

Interest expenses Attributable to Amortization of discount totaling $455,371

(b)

Expenses recognized in connection with issuance of common shares pursuant to contractual obligations to convertible noteholders totaling $35,223.

As of September 30, 2014 we had $502 Cash on Hand and current liabilities of $1,557,269. We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.

The Company plans to meet cash needs through applying for governmental and non-governmental grants as well as selling its securities for cash. 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. Management can give no assurance that any governmental or non-governmental grant will be obtained by the Company despite the Company’s best efforts. As of February 19, 2014 The Company has identified the National Heart Lung and Blood Institute Clinical Trial Pilot Studies (R34) grant which provides up to $450,000 in funding over a period of three years as well as the Omnibus Solicitation of the NIH for Small Business Technology Transfer Grant Applications administered by the Small Business Innovation Research (SBIR) program of the National Institute of Health as grants for which the Company intends to apply.

We cannot assure that we will be successful in obtaining additional financing necessary to implement our business plan. We have not received any commitment or expression of interest from any financing source that has given us any assurance that we will obtain the amount of additional financing in the future that we currently anticipate. For these and other reasons, we are not able to assure that we will obtain any additional financing or, if we are successful, that we can obtain any such financing on terms that may be reasonable in light of our current circumstances.

As of December 24, 2014 we are not party to any binding agreements which would commit us to any material capital expenditures.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

As we are a smaller reporting company, as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item.

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Bio-Matrix Scientific Group, Inc.

We have audited the accompanying balance sheets of Bio-Matrix Scientific Group, Inc as of September 30, 2014 and 2013, and the related statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended September 30, 2014. Bio-Matrix Scientific Group, Inc’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bio-Matrix Scientific Group, Inc as of September 30, 2014 and 2013, and the related statements of operations, comprehensive income (loss), stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended September 30, 2014, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 4 to the financial statements, the Company has no revenues, has negative working capital at September 30, 2014, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

December 24, 2014

8250 W Charleston Blvd, Suite 100 - Las Vegas, NV 89117 Phone:(888)727-8251 Fax:(888)782-2351

BIO-MATRIX SCIENTIFIC GROUP, INC.
CONSOLIDATED BALANCE SHEET
		As of September 30,			As of September 30,
		2014			2013
ASSETS
Current Assets
Cash	$	502		$	116,714
Prepaid Expenses		15,000			15,000
Note Receivable		10,422			0
Interest Receivable		233			0
Total Current Assets		26,157			131,714

PROPERTY & EQUIPMENT (Net of Accumulated Depreciation)

Other Assets
Deposits		4,200			4,200
Deferred Financing Costs		0			65,000
Investment in Subsidiary		0			0
Available for Sale Securities		3,000			7,000
Total Other Assets		7,200			76,200

TOTAL ASSETS	$	33,357		$	207,914

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable	$	158,492		$	138,572
Notes Payable		379,233			219,372
Bank Overdraft		6,137			0
Accrued payroll		587,094			612,094
Accrued payroll taxes		51,117			45,386
Accrued Interest		271,495			239,829
Accrued Expenses		5,000			5,000
Convertible Note Payable Net of Unamortized Discount		97,701			98,701
Due to Affiliate		0			34,895
Current portion, note payable to affiliated party		1,000			1,000
Total Current Liabilities		1,557,269			1,394,849

TOTAL LIABILITIES	$	1,557,269		$	1,394,849

STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock ($.0001 par value) 20,000,000 shares authorized; 2,063,821 issued and outstanding as of September 30, 2013 and September 30, 2014	$	207		$	207
Series AA Preferred ($.0001 par value) 100,000 shares authorized; 94,852 issued and outstanding as of September 30, 2013 and September 30, 2014		9			9
Series AAA Preferred ($.0001 par value) 1,000,000 shares authorized; 40,000 shares issued and outstanding as of September 30, 2013 and September 30, 2014		4			4
Series B Preferred Shares ($.0001 par value) 2,000,000 shares authorized; 725,409 issued and outstanding as of September 30, 2013 and September 30, 2014 respectively		73			73
Common Stock, ($0.0001 par value) 5,000,000,000 shares authorized, 2,390,304,145 and 3,079,900,942 issued and outstanding as of September 30, 2013 and September 30, 2014 respectively		307,989			239,029
Non Voting Convertible Preferred Stock ($1 par value) 200,000 shares authorized; 0 shares issued and outstanding as of September 30, 2013 and 2014		0			0
Additional Paid-in Capital		16,510,439			14,845,671
Contributed Capital		509,355			509,355
Retained Earnings (Deficit)		22,461,356			24,542,314
Accumulated Other Comprehensive Income (Loss)		(41,333,361	)		(41,329,361	)
Total Stockholders’ Equity (Deficit) Bio-Matrix Scientific Group, Inc.		(1,543,929	)		(1,192,699	)
Noncontrolling Interest in subsidiary		20,017			5,765
Total Stockholders' Equity	$	(1,523,912	)	$	(1,186,934	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	33,357		$	207,914

The Accompanying Notes are an Integral Part to These Financial Statements.

BIO-MATRIX SCIENTIFIC GROUP, INC.

Statements of Operations

	Year Ended September 30, 2014			Year Ended September 30, 2013
Revenues	$	—		$	—
COST AND Expenses
Research and Development		23,867			9,509
General and administrative		599,234			1,317,927
Consulting and Professional Fees		246,214			200,475
total Costs and expenses		869,315			1,527,911
OPERATING LOSS		(869,315	)		(1,527,911	)

Other Income &(Expense)
Interest Expense	$	(35,136	)	$	(46,492	)
Loss on Settlement of Debt through Equity Issuance		(1,112,230	)		0
Interest Expenses attributable to amortization of discount		0			(455,371	)
Interest Income		233			0
Securities issued pursuant to contractual obligations		0			(35,223	)
Other Income		490			60,000
Other Expense		(65,000	)		0
Total other income & (expense)		(1,211,643	)		(477,086	)

NET INCOME (LOSS) before loss attributable to noncontrolling interest in Entest Biomedical, Inc. and equity in subsidiary losses	$	(2,080,958	)	$	(2,004,997	)
NET INCOME (LOSS) attributable to noncontrolling interest in Entest Biomedical, Inc.		0			0
NET INCOME (LOSS) before equity in subsidiary losses		(2,080,958)			(2,004,997	)
Equity in Net Income (Loss) of Entest Biomedical, Inc.		0			0
NET INCOME (LOSS)		(2,080,958	)		(2,004,997	)
Less: (Net Income) Loss attributable to noncontrolling interest in Regen Biopharma, Inc.		226,234			8,833
NET INCOME (LOSS) available to common shareholders		(1,854,724	)		(1,996,164	)

Basic and fully diluted earnings (loss) Per Share	$	(0.001	)	$	(0.001	)

Weighted Average number of common Shares Outstanding		2,865,048,153			1,375,962,730

The Accompanying Notes are an Integral Part of These Financial Statements.

BIO-MATRIX SCIENTIFIC GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS

	Year Ended September 30, 2014			Year Ended September 30, 2013

CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (loss)	$	(2,080,958	)	$	(2,004,997	)
Adjustments to reconcile net Income to net cash (used in) provided by operating activities:
Stock issued for compensation to employees	$	—		$	62,400
Stock issued for services rendered by consultants		26,180			25,650
Stock issued for interest		3,570			5,035
Stock issued for expenses		48,000			640,000
Changes in operating assets and liabilities:
Increase (Decrease) in Accounts Payable	$	19,920		$	5,533
Increase (Decrease) in Accrued Expenses		12,397			351,799
Increase (Decrease) in bank Overdraft		6,137			—
(Increase) Decrease in Interest Receivable		(233	)		—
Increase (Decrease) in Due to Affiliate		(34,895	)		(4,245	)
(Increase) Decrease in Note Receivable		(10,422	)		—
(Increase) Decrease in Gain on cancellation of stock		—			(25,000	)

Net Cash Provided by (Used in) Operating Activities	$	(2,010,304	)	$	(942,935	)

CASH FLOWS FROM FINANCING ACTIVITIES
Common Stock issued for cash	$	100,000		$	—
Common Stock issued for Accrued Salaries		—			116,452
Preferred Stock issued for Accrued Salaries		—			10,000
Common Stock issued pursuant to Contractual Obligations		—			35,223
Additional paid in Capital		300,000			390,000
Principal borrowings on Convertible Debentures		—			555,370
Principal borrowings (repayments) on notes and Convertible Debentures		316,862			(123,148	)
(Increase) Decrease in Deferred Financing Costs		65,000			—
Loss on Settlement of Debt through Equity Issuance		1,112,230			—

Net Cash Provided by (Used in) Financing Activities	$	1,894,092		$	983,897

Net Increase (Decrease) in Cash	$	(116,212	)	$	40,962

Cash at Beginning of Period	$	116,714		$	75,752
Cash at End of Period	$	502		$	116,714

Supplemental Disclosure of Noncash investing and financing activities:
Common shares issued for Debt	$	158,000		$	1,132,056
Common Shares issued for Nonvoting Preferred	$	—		$	75,000

The Accompanying Notes are an Integral Part of These Financial Statements.

BIO-MATRIX SCIENTIFIC GROUP INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders' Equity
For the Years Ended September 30, 2013 and 2014


		Series AA Preferred		Series B Preferred		Series AAA Preferred		Preferred		Common		Nonvoting Convertible Preferred		Additional Paid-in	Retained	Deficit Attributable to	Noncontrolling	Contributed	Accumulated Other
		Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Earnings	noncontrolling interest	Interest	Capital	Comprehensive Income(Loss)	Total

Balance September 30, 2012		94,852	9	725,409	73			1,963,821	197	323,507,887	32,350	75,000	75,000	12,490,780	26,547,311	0		509,355	(41,314,361)	(1,659,286)
Shares issued for indebtedness October 19. 2012										8,635,222	863			8,137						9,000
Shares issued for indebtedness October 19, 2012										5,756,000	576			5,424						6,000
Shares issued for indebtedness November 2, 2012										17,500,000	1,751			3,249						5,000
Shares issued for indebtedness November 8, 2012										15,964,912	1,597			7,503						9,100
Shares issued for indebtedness November 9, 2012										14,158,067	1,416			6,763						8,179
Shares issued for indebtedness November 9, 2012										17,500,000	1,750			3,250						5,000
Shares issued for indebtedness 11/14/2012										32,000,000	3,200			14,400						17,600
Shares issued for indebtedness 11/15/2012										16,136,364	1,613			5,487						7,100
Shares issued for indebtedness 11/19/2012										48,000,000	4,800			12,000						16,800
Shares issued for indebtedness 11/20/2012										32,000,000	3,200			8,000						11,200
Shares issued for indebtedness 11/21/2012										17,500,000	1,750			3,250						5,000
Shares issued for indebtedness 11/21/2012										16,000,000	1,600			4,000						5,600
Shares issued for indebtedness 11/26/2012										9,142,857	914			2,286						3,200
Shares issued for indebtedness 11/29/2012										37,575,758	3,757			8,643						12,400
Shares issued for indebtedness 11/29/2012										8,636,364	863			1,987						2,850
Shares issued for indebtedness 11/29/2012										30,303,030	3,030			6,970						10,000
Shares issued for indebtedness 11/29/2012										14,452,111	1,445			3,555						5,000
Shares issued for indebtedness 12/10/2012										30,303,030	3,030			6,970						10,000
Shares issued for indebtedness 12/12/2012										57,159,091	5,715			6,860						12,575
Shares issued for indebtedness 12/19/2012										40,000,000	4,000			2,000						6,000
Shares issued for indebtedness 12/28/2012										90,000,000	9,000			900						9,900
Shares issued for indebtedness 12/28/2012										36,363,636	3,637			363						4,000
Shares issued for Interest 11/26/2012										6,057,142	605			1,515						2,120
Shares issued pursuant to contractual obligations 12/12/2012										9,242,425	924			3,697						4,621
Shares issued pursuant to contractual obligations 12/21/2012										57,159,091	5,716			11,432						17,148
Shares issued pursuant to contractual obligations 12/21/2012										30,303,030	3,031			6,061						9,092
Shares issued pursuant to contractual obligations 12/21/2012										14,545,454	1,456			2,909						4,365
Recognition of Beneficial Conversion Feature , Convertible Notes														290,000						290,000
Restricted Stock Award Compensation Expense recognized														26,400						26,400
Net Loss October 1 2012 to December 31 2012															(596,666)					(596,666)
Accumulated Other Comprehensive Income (Loss)																			(11,000)	(11,000)
Balance December 31 2012		94,852	9	725,409	73			1,963,821	197	1,035,901,471	103,589	75,000	75,000	12,954,788	25,950,645	0		509,355	(41,325,361)	(1,731,705)
1/8/2013	Shares issued for indebtedness									90,000,000	9,000			900						9,900
2/27/2013	Shares issued for indebtedness									12,792,708	1,279			13,496						14,775
2/27/2013	Shares issued for indebtedness									8,658,009	866			9,134						10,000
3/12/2012	Shares issued for settlement									100,000,000	10,000			630,000						640,000
3/21/2013	Shares issued for indebtedness									2,380,952	238			14,762						15,000
3/21/2013	Shares issued for settlement									2,777,778	277			14,723						15,000
3/25/2012	Shares issued for indebtedness									7,173,913	718			32,282						33,000
3/25/2012	Shares issued for accrued interest									547,828	55			2,465						2,520
3/22/2012	Shares issued for indebtedness									100,000,000	10,000			90,000						100,000
Recognition of Beneficial Conversion Feature , Convertible Notes														100,000						100,000
Net Loss January 1 2013 to March 31 2013															(941,488)					(941,488)
Accumulated Other Comprehensive Income (Loss)																			24,000	24,000
Balance March 31, 2013		94,852	9	725,409	73			1,963,821	197	1,360,232,659	136,022	75,000	75,000	13,862,550	25,009,157			509,355	(41,301,361)	(1,708,998)
4/2/2013	Shares issued for indebtedness									100,000,000	10,000			40,000						50,000
4/12/2013	Shares issued for indebtedness									100,000,000	10,000			40,000						50,000
4/17/2013	Shares issued for indebtedness									7,162,534	716			12,284						13,000
4/23/2013	Shares issued for indebtedness									100,000,000	10,000			40,000						50,000
4/25/2013	Shares issued for indebtedness									60,606,461	6,061			93,939						100,000
4/25/2013	Shares issued for indebtedness									24,242,424	2,424			37,576						40,000
5/16/2013	Shares issued for indebtedness									100,000,000	10,000			40,000						50,000
5/29/2013	Vesting of Restricted Stock Award													43,200						43,200
5/29/2013	Shares issued for accrued salaries									26,045,795	2,605			70,647						73,252
5/30/2013	Shares issued for accrued salaries					40,000	4							9,996						10,000
6/10/2013	Shares issued for indebtedness									20,000,000	2,000			8,000						10,000
6/13/2013	Shares issued for indebtedness									100,000,000	10,000			40,000						50,000
6/20/2013	Shares cancelled									(6,000,000)	(600)			600
6/27/2013	Shares issued as compensation									6,000,000	600			16,800						17,400
Net Loss April 1 2013 to June 30 2013															(278,789)					(278,789)
Accumulated Other Comprehensive Income (Loss)																			(11,000)	(11,000)
Balance June 30 2013		94,852	9	725,409	73	40,000	4	1,963,821	197	1,998,289,873	199,828	75,000	75,000	14,355,592	24,730,368			509,355	(41,312,361)	(1,441,935)
7/25/2013	Cancellation of Shares previously issued in satisfaction of convertible debt									(5,000,000)	(500)			(24,500)						(25,000)
8/26/2013	Shares issued for indebtedness									100,000,000	10,000			25,000						35,000
8/30/2013	Shares issued as consideration to consultant									8,512,088	851			24,149						25,000
8/30/2013	Shares issued for indebtedness and interest									66,287,898	6,629			63,568						70,197
8/20/2013	Shares of subsidiary issued for Company indebtedness and interest													70,198						70,198
9/30/2013	Shares of subsidiary issued for Cash													100,000						100,000
9/3/2013	Common Stock Issued for Preferred Stock									35,714,286	3,571			71,429						75,000
9/3/2012	Common stock issued for preferred Stock											(75,000)	(75,000)							(75,000)
9/11/2013	Common Stock issued for indebtedness									60,000,000	6,000			114,000						120,000
9/19/2013	Common stock issued to employee as compensation									6,000,000	600			18,000						18,600
9/19/2013	Shares issued as consideration to consultant									500,000	50			1,500						1,550
8/9/2013	shares issued as consideration to consultant							100,000	10											10
9/30/2013	Shares issued for indebtedness									120,000,000	12,000			32,500						44,500
Net Loss July 1 to September 30 2013															(188,054)					(188,054)
Accumulated Other Comprehensive Income (Loss)																			(17,000)	(17,000)
Noncontrolling interest recognized														(5,765)			5,765			0
Balance September 30, 2013		94,852	9	725,409	73	40,000	4	2,063,821	207	2,390,304,145	239,029	0	0	14,845,671	24,542,314		5,765		(41,329,361)	(1,186,934)
10/14/2013	Common Shares issued for Debt									120,000,000	12,000			32,500						44,500
11/4/2013	Common Shares issued to Consultant									200,000	20			360						380
11/13/2013	Common Shares issued for Debt									120,000,000	12,000									12,000
12/5/2013	Common Shares issued for Debt									150,000,000	15,000									15,000
12/5/2013	Common Shares issued to vendor									30,000,000	3,000			45,000						48,000
10/14/2013	Common Stock of subsidiary issued for Cash at $1.00 per share													100,000						100,000
11/15/2013	Common Stock of subsidiary issued for Cash at $1.00 per share													100,000						100,000
12/12/2013	Common Stock of subsidiary issued for Cash at $1.00 per share													100,000						100,000
	Loss recognized on issuance of shares for less than Fair Value													648,500						648,500
	Net Loss October 1 2013 to December 31 2013														(920,888)					(920,888)
	Accumulated Other Comprehensive Income (Loss)																		(4,000)	(4,000)
	Noncontrolling interest recognized													(6,597)			6,597			0
Balance December 31, 2013		94,852	9	725,409	73	40,000	4	2,063,821	207	2,810,504,145	281,049	0	0	15,865,434	23,621,426		12,362		(41,333,361)	(1,043,442)
1/23/2014	Common Stock issued for Debt									140,000,000	14,000			70						14,070
1/28/2014	Common Stock issued for Debt									500,000	50			950						1,000
	Loss recognized on issuance of shares for less than Fair Value													336,230						336,230
	Net Loss January 1 2014 to March 31 2014														(529,555)					(529,555)
	Accumulated Other Comprehensive Income (Loss)																		8,000	8,000

	Noncontrolling interest recognized													(82,664)			82,664			0
Balance March 31, 2014										2,951,004,145	295,099	0	0	16,120,020	23,091,871		95,026		(41,325,361)	(1,213,697)
	Net Loss January 1 2014 to March 31 2014														(246,447)					(246,447)
	Accumulated Other Comprehensive Income (Loss)																		(6,000)	(6,000)
	Noncontrolling interest recognized													47,466			(47,466)			0
Balance June 30, 2014		94,852	9	725,409	73	40,000	4	2,063,821		2,951,004,145	295,099	0	0	16,167,486	22,845,424		47,560		(41,331,361)	(1,466,144)
7/1/2014	Common Shares issued for cash									45,000,000	4,500			95,500						100,000
8/12/2014	Common Shares issued to consultant									8,896,797	890			24,910						25,800
8/18/2014	Common Stock issued for Debt									37,500,000	3,750			33,750						37,500
8/27/2014	Common Stock issued for Debt									37,500,000	3,750			33,750						37,500
	Loss recognized on issuance of shares for less than fair value													127,500						127,500
	Net Loss July 1 2014 to September 30 2014														(384,068)					(384,068)
	Accumulated Other Comprehensive Income (Loss)																		(2,000)	(2,000)
	Noncontrolling interest recognized													27,543			(27,543)			0
Balance September 30, 2014				725,409	73	40,000	4	2,063,821		3,079,900,942	307,989	0	0	16,510,439	22,461,356		20,017		(41,333,361)	(1,523,912)

The Accompanying Notes are an Integral Part of These Financial Statements.

BIO-MATRIX SCIENTIFIC GROUP, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Year Ended September 30,
	2014			2013
Net Income (Loss)	$	(2,068,684	)	$	(2,004,997	)
Add:
Unrealized Gains on Securities		—			—
Less:
Unrealized Losses on Securities		(4,000	)		(15,000	)
Total Other Comprehensive Income (Loss)		(4,000	)		(15,000	)
Comprehensive Income	$	(2,072,684	)	$	(2,019,997	)

The Accompanying Notes are an Integral Part to These Financial Statements.

BIO-MATRIX SCIENTIFIC GROUP, INC.

Notes to consolidated Financial Statements

As of September 30, 2014

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

On July 3, 2006 the Company abandoned its efforts in the field of digital media production when it acquired 100% of the share capital of Bio-Matrix Scientific Group, Inc., a Nevada corporation, (“BMSG”) for consideration consisting of 10,000,000 shares of the common stock of the Company and the cancellation of 10,000,000 shares of the Company owned and held by John Lauring.

As a result of this transaction, the former stockholder of BMSG held approximately 80% of the voting capital stock of the Company immediately after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company by BMSG under the purchase method of accounting, and was treated as a recapitalization with BMSG as the acquirer. Accordingly, the financial statements have been prepared to give retroactive effect to August 2, 2005 (date of inception), of the reverse acquisition completed on July 3, 2006, and represent the operations of BMSG.

Through its 58% owned subsidiary, Regen BioPharma, Inc., the Company intends to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials

A. BASIS OF ACCOUNTING

The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this 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. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Bio-Matrix Scientific Group, inc., a Delaware corporation, Bio Matrix Scientific Group, Inc, a Nevada corporation and a wholly owned subsidiary (“BMSG”), Regen BioPharma, Inc., a Nevada corporation and 58% owned subsidiary (Regen) and Entest BioMedical, Inc., (“Entest”), a Nevada corporation which was a majority owned subsidiary up to February 3, 2011. Significant inter-company transactions have been eliminated.

C. 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. All estimates are of a normal, recurring nature and are required for the fair presentation of the financial statements. Actual results could differ from those estimates.

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.

F. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company’s financial instruments as of September 30, 2014 consisted of Securities Available for Sale consisting of 10,000,000 shares of Entest Biomedical, Inc and a Note Receivable from Entest Biomedical, Inc. for $10,422 . The fair value of Securities Available for sale as of September 30, 2014 were valued according to the Level 1 input. The carrying amount of the financial instruments is equal to the fair value as determined by the Company. The fair value of the Note Receivable was valued according to Level 3 input.

G. INCOME TAXES

The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of September 30, 2014 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

The Company generated a deferred tax credit through net operating loss carry forward. However, a valuation allowance of 100% has been established.

Interest and penalties on tax deficiencies recognized in accordance with ACS accounting standards are classified as income taxes in accordance with ASC Topic 740-10-50-19.

H. BASIC EARNINGS (LOSS) PER SHARE

The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. All options and convertible debt outstanding has an anti-dilutive effect on the EPS, therefore Diluted Earnings per Share are the same as basic earnings per share.

I. ADVERTISING

Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 and $0 for the year ended September 30, 2013 and the year ended September 30, 2014 respectively.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as "Development Stage Entities" (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

The following accounting standards updates were recently issued and have not yet been adopted by us. These standards are currently under review to determine their impact on our consolidated financial position, results of operations, or cash flows.

In May 2014, FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers. The revenue recognition standard affects all entities that have contracts with customers, except for certain items. The new revenue recognition standard eliminates the transaction-and industry-specific revenue recognition guidance under current GAAP and replaces it with a principle-based approach for determining revenue recognition. Public entities are required to adopt the revenue recognition standard for reporting periods beginning after December 15, 2016, and interim and annual reporting periods thereafter. Early adoption is not permitted for public entities. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

In June 2014, FASB issued Accounting Standards Update (ASU) No. 2014-12 Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. A performance target in a share-based payment that affects vesting and that could be achieved after the requisite service period should be accounted for as a performance condition under Accounting Standards Codification (ASC) 718, Compensation — Stock Compensation. As a result, the target is not reflected in the estimation of the award's grant date fair value. Compensation cost would be recognized over the required service period, if it is probable that the performance condition will be achieved. The guidance is effective for annual periods beginning after 15 December 2015 and interim periods within those annual periods. Early adoption is permitted. The Company has reviewed the applicable ASU and has not, at the current time, quantified the effects of this pronouncement, however it believes that there will be no material effect on the consolidated financial statements.

In August2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met the conditions which would subject these financial statements for additional disclosure.

On January 31, 2013, the FASB issued Accounting Standards Update [ASU] 2013-01, entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities. The guidance in ASU 2013-01 amends the requirements in the FASB Accounting Standards Codification [FASB ASC] Topic 210, entitled Balance Sheet. The ASU 2013-01 amendments to FASB ASC 210 clarify that ordinary trade receivables and receivables in general are not within the scope of ASU 2011-11, entitled Disclosure about Offsetting Assets and Liabilities, where that ASU amended the guidance in FASB ASC 210. As those disclosures now are modified with the ASU 2013-01 amendments, the FASB ASC 210 balance sheet offsetting disclosures now clearly are applicable only where reporting entities are involved with bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements, and securities borrowing and lending transactions that either are offset using the FASB ASC 210 or 815 requirements, or that are subject to enforceable master netting arrangements or similar agreements. ASU 2013-01 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The adoption of this ASU is not expected to have a material impact on our financial statements.

On February 28, 2013, the FASB issued Accounting Standards Update [ASU] 2013-04, entitled Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The ASU 2013-04 amendments add to the guidance in FASB Accounting Standards Codification [FASB ASC] Topic 405, entitled Liabilities and require reporting entities to measure obligations resulting from certain joint and several liability arrangements where the total amount of the obligation is fixed as of the reporting date, as the sum of the following:

The amount the reporting entity agreed to pay on the basis of its arrangement among co-obligors.

Any additional amounts the reporting entity expects to pay on behalf of its co-obligors.

While early adoption of the amended guidance is permitted, for public companies, the guidance is required to be implemented in fiscal years, and interim periods within those years, beginning after December 15, 2013. The amendments need to be implemented retrospectively to all prior periods presented for obligations resulting from joint and several liability arrangements that exist at the beginning of the year of adoption. The adoption of ASU 2013-04 is not expected to have a material effect on the Company’s operating results or financial position.

On April 22, 2013, the FASB issued Accounting Standards Update [ASU] 2013-07, entitled Liquidation Basis of Accounting. With ASU 2013-07, the FASB amends the guidance in the FASB Accounting Standards Codification [FASB ASC] Topic 205, entitled Presentation of Financial Statements. The amendments serve to clarify when and how reporting entities should apply the liquidation basis of accounting. The guidance is applicable to all reporting entities, whether they are public or private companies or not-for-profit entities. The guidance also provides principles for the recognition of assets and liabilities and disclosures, as well as related financial statement presentation requirements. The requirements in ASU 2013-07 are effective for annual reporting periods beginning after December 15, 2013, and interim reporting periods within those annual periods. Reporting entities are required to apply the requirements in ASU 2013-07 prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption of ASU 2013-07 is not expected to have a material effect on the Company’s operating results or financial position.

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such standards would be material to its financial statements.

NOTE 3. OPTIONS AND WARRANTS

As of September 30, 2014 the Company has no options or warrants outstanding.

NOTE 4. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Exclusive of a onetime non-cash gain of $41,645,688 recognized upon the deconsolidation of Entest Biomedical, Inc., the Company generated net losses of $18,520,683 (excluding $663,649 of Equity in Net Losses of Entest Biomedical, Inc. recognized) during the period from August 2, 2005 (inception) through September 30, 2014. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management plans to raise additional funds by offering securities for cash.

During the year ended September 30, 2014 the Company incurred net borrowings of $116,861

During the year ended September 30, 2014 Regen sold 300,000 of its common shares for cash consideration of $300,000.

During the year ended September 30, 2014 the Company sold 45,000,000 of its common shares for cash consideration of $100,000.

NOTE 5. INCOME TAXES

As of September 30, 2014

Deferred tax assets:
Net operating tax carry forwards	$	6,535,802
Other		-0-
Gross deferred tax assets		6,535,802
Valuation allowance		(6,535,802)

Net deferred tax assets	$	-0-

As of September 30, 2014 the Company has a Deferred Tax Asset of $6,535,802 completely attributable to net operating loss carry forwards of approximately $19,222,948 ( which expire 20 years from the date the loss was incurred) consisting of

(a) $38,616, of Net Operating Loss Carry forwards acquired in the reverse acquisition of BMSG and

(b) $19,184,332 attributable to Bio-Matrix Scientific Group, Inc. a Delaware corporation, BMSG and Regen.

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain. In addition, the reverse acquisition of BMSG has resulted in a change of control. Internal Revenue Code Sec 382 limits the amount of income that may be offset by net operating loss (NOL) carryovers after an ownership change. As a result, the Company has the Company recorded a valuation allowance reducing all deferred tax assets to 0.

Income tax is calculated at the 34% Federal Corporate Rate.

NOTE 6. RELATED PARTY TRANSACTIONS

As of September 30, 2014 the Company is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the amount of $189,065. These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the rate of 15% per annum.

As of September 30, 2014 Regen is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the amount of $30,168. These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the rate of 15% per annum.

The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 provided to the Company by Entest BioMedical, Inc. on a month to month basis free of charge. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company.

As of September 30, 2014 Entest Biomedical, Inc. is indebted to Regen in the amount of $10,422. $10,422 lent by Regen to Entest Biomedical, Inc . is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

During the year ended September 30, 2014 Regen made payments totaling $18,042 dollars to Batu Biologics for contracted services . Thomas Ichim, who serves as Regen’s Chief Scientific Officer and Director of Research as well as a Director of the Company, is the Executive Chairman of and owns approximately 29% of the share capital of Batu Biologics.

NOTE 7. NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE

	September 30, 2014		September 30, 2013

Dunhill Ross Partners, Inc. ( formerly venture Bridge Advisors)	$	—	$	82,000
Bio Technology Partners Business Trust		35,000		—
David R. Koos ( Parent)( Note 6)		189,065		137,372
David R. Koos ( Regen)( Note 6)		30,168		—
The Sherman family Trust		125,000		—
Total	$	379,233	$	219,372

Amounts due to Dunhill Ross Partners, Inc. are due and payable at the demand of Dunhill Ross partners and bear simple interest at a rate of 10% per annum.

Amounts due to the Biotechnology Partners Business Trust. are due and payable at the demand of Dunhill Ross partners and bear simple interest at a rate of 10% per annum.

All loans to the Company and Regen made by David R. Koos are due and payable at the demand of Koos and bear simple interest at a rate of 15% per annum.

All amounts due to the Sherman Family Trust bear no interest and are due and payable, in whole or in part, at the option of the holder.

CONVERTIBLE NOTES PAYABLE SEPTEMBER 30, 2014

$17,000	StarCity Capital LLC
$50,000	Scott Levine
$10,000	Mike and Ofie Weiner
$18,400	Mike and Ofie Weiner
$2,301	Bio Technology Partners Business Trust
$97,701	total

$17,000 due and payable to Starcity Capital LLC bears no interest, is payable at the demand of the Holder and permits conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.

The amount by which the instruments as converted value exceeds the principal amount as of September 30, 2014 is $15,970.

$50,000 due and payable to Scott Levine bears simple interest at 12% per annum and is convertible into common shares of the company at $0.15 per share. The instrument became due and payable on November 14, 2009. No demand for payment has been made.

$10,000 due and payable to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company at $0.15 per share. The instrument became due and payable on March 3 , 2010. No demand for payment has been made.

$18,400 due and payable to Mike and Ofie Weiner bears simple interest at 12% per annum and is convertible into common shares of the company at $0.15 per share. The instrument became due and payable on December 28, 2009. No demand for payment has been made.

$2,301 due and payable to Bio Technology Partners Business Trust bears simple interest at 12% per annum and is convertible into common shares of the company at $0.15 per share. The instrument became due and payable on November 26, 2009. No demand for payment has been made.

As of September 30, 2014 and as of September 30, 2013 the unamortized discount on convertible notes outstanding is $0.

NOTE 8. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as of September 30, 2014:

Preferred stock, $0.0001 par value; 20,000,000 shares authorized:

2,063,821 Preferred Shares, par value $0.0001, issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times one (1).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

94,852 Series AA Preferred Shares, par value $0.0001, issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,0000).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

40,000 Series AAA Preferred Shares, par value $0.0001, issued and outstanding.

725,409 Series B Preferred Shares, Par Value $0.0001, issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series B Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times two (2).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

Non Voting Convertible Preferred Stock, $1.00 Par value, 200,000 shares authorized, 0 shares issued and outstanding

Each Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common stock at a conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately preceding written receipt by the corporation of the holder’s intent to convert.

“CLOSING PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day as reported by Bloomberg Finance L.P.

“PRINCIPAL MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.

“TRADING DAY” shall mean a day on which the Principal Market shall be open for business.

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Non Voting Convertible Preferred shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

Common stock, $ 0.0001 par value; 5,000,000,000 shares authorized: 3,079,900,942 shares issued and outstanding.

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Common Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

NOTE 9. CONVERTIBLE DEBENTURES

At September 30, 2014, the following convertible debentures remain outstanding:

(a) $80,701 in aggregate convertible debt bearing simple interest at 12% per annum convertible into the Company’s common stock at $0.025 per share.

(b) $17,000 in aggregate convertible debt bearing no interest convertible into the Company’s common stock at share and convertible into common shares of the Company at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the five trading days immediately preceding a conversion date, as reported by Bloomberg.

Convertible Debentures described in (a) and (b) are currently due and payable. The holders have not made a demand for payment.

As of September 30, 2014 the Aggregate Amount of Convertible Debentures outstanding was $97,701 and the Aggregate Amount of Unamortized discount was $0.

NOTE 10. COMMITMENTS AND CONTINGENCIES

On April 12, 2013 a complaint (Complaint) was filed in the U.S. District Court Southern District of the State of new York against the Company, the Company’s Chairman and Does 1-50 by Star city Capital, LLC (“Plaintiff”) alleging securities fraud, common law fraud, negligent misrepresentation, breach of fiduciary duties and breach of contract in connection with the issuance of. The Plaintiff is also request declaratory relief from the Court.

The action arises from the issuance and subsequent cancellation of 103,030,303 of the company’s common shares in satisfaction of $17,000 of convertible indebtedness of the Company held by the Plaintiff. The Plaintiff alleges that a cancellation notice sent by them to the Company’s transfer agent was meant to instruct the Transfer Agent simply to cancel the physical certificate in order that an equivalent number of shares may be transferred via DWAC to the Plaintiff’s stockbroker for the benefit of the Plaintiff. DWAC is the acronym for Deposit/Withdrawal At Custodian. The DWAC transaction system run by The Depository Trust Company (a.k.a. DTC or CEDE & CO) permits brokers and custodial banks, the DTC participants, to request the movement of shares to or from the issuer’s transfer agent electronically. A DWAC results in the crediting or debiting of shares to or from DTC’s book-entry account on the records of the issuer maintained by the transfer agent.

The Company believes that the cancellation notice sent by the Plaintiff clearly represents a cancellation of the conversion notice itself.

On August 21, 2012 the Company entered into a settlement funding agreement with Princeton Research, Inc. and Jan Vandersande (collectively the “PRI Parties”) which obligates the Company to pay the PRI Parties $1,000 a month over thirty months.

NOTE 11. INVESTMENT SECURITIES

As of the quarter ending June 30, 2012 the Company reclassified 10,000,000 common shares of Entest (“Entest Shares”) as Securities Available for Sale from Securities Accounted for under the Equity Method. The Entest Shares are the Company’s sole Investment Securities as of September 30, 2014.

NOTE 12. STOCK TRANSACTIONS

On October 14, 2013 the Company Issued 120,000,000 Common Shares in satisfaction of $ 44,500 of indebtedness.

On November 4. 2013 the Company Issued 200,000 Common Shares as consideration for services rendered.

On November 13, 2013 the Company Issued 120,000,000 Common Shares in satisfaction of $ 12,000 of indebtedness.

On December 5, 2013 the Company issued 150,000,000 Common Shares in satisfaction of $15,000 of indebtedness.

On December 12, 2013 the Company issued 30,000,000 of its common shares to a vendor in settlement of a dispute over fees owed between the vendor and Regen.

On October 16, 2013 Regen issued 100,000 of its common shares for consideration consisting of $100,000.

On November 15, 2013 Regen issued 100,000 of its common shares for consideration consisting of $100,000.

On December 12, 2013 Regen issued 100,000 of its common shares for consideration consisting of $100,000.

On January 23, 2014 the Company Issued 140,000,000 Common Shares in satisfaction of $ 14,070 of indebtedness.

On January 28, 2014 the Company Issued 500,000 Common Shares in satisfaction of $ 1,000 of convertible indebtedness.

On July 1, 2014 the Company issued 45,000,000 common shares for cash consideration of $100,000.

On August 12, 2014 the Company issued 8,896,797 common shares with a fair value at the time of issuance of $25,800 as consideration to a consultant

On August 18, 2014 the Company Issued 37,500,000 Common Shares in satisfaction of $ 37,500 of indebtedness.

On August 26, 2014 the Company Issued 37,500,000 Common Shares in satisfaction of $ 37,500 of indebtedness.

NOTE 13. PROPERTY DIVIDEND

On March 25, 2014 the Company paid a property dividend of 20,000,000 common shares of Regen Biopharma, Inc. to its shareholders. This dividend was distributed pro rata to all common and preferred shareholders of record as of March 18, 2014.

NOTE 14. SUBSEQUENT EVENTS

On October 1, 2014 the Company Issued 100,000,000 Common Shares in satisfaction of $ 37,500 of indebtedness.

On October 9, 2014 the Company Issued 100,000,000 Common Shares in satisfaction of $35,000 of indebtedness.

On October 31, 2014 the Company Issued 200,000,000 Common Shares in satisfaction of $20,000 of indebtedness.

On December 9, 2014 the Company Issued 100,000,000 Common Shares in satisfaction of $10,000 of indebtedness.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

During the Company's two most recent fiscal years and the subsequent interim periods thereto, there were no disagreements with Seale and Beers, Certified Public Accountants LLC (“S&B”) , the Company’s independent public accountant, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to S&B’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report on the Company's financial statements.

Item 9A. Controls and Procedures.

a) Evaluation of disclosure controls and procedures.

The principal executive officer and principal financial officer have evaluated the Company’s disclosure controls and procedures as of September 30, 2014. Based on this evaluation, they have concluded that the disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. David Koos is the Company’s CEO and acting CFO. He functions as the Company’s principal executive officer and principal financial officer.

b) Management’s annual report on internal control over financial reporting.

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) promulgated under the Securities and Exchange Act of 1934. Rule 13a-15(f) defines internal control over financial reporting as follows:

“The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer's principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

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

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

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

The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only a reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

The Company’s management assessed the effectiveness of its internal control over financial reporting as of September 30, 2012 based on the framework in “Internal Control over Financial Reporting – Guidance for Smaller Public Companies (2006) issued by the Committee of Sponsoring Organizations of the Treadway Commission.” Based on its assessment, management believes that, as of September 30, 2012, the Company’s internal control over financial reporting is effective.

Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report. This exemption for smaller reporting companies provided under the temporary rules referenced above has been made permanent under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

(c) There have been no changes during the quarter ended September 30, 2014 in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

Item 9B. Other Information.

Not applicable

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

David Koos has served as Chairman, CEO, President, Secretary, and Acting CFO of the BMSN since June 19, 2006.

Education:

DBA - Finance (December 2003)

Atlantic International University

Ph.D. - Sociology (September 2003)

Atlantic International University

MA - Sociology (June 1983)

University of California - Riverside, California

Five Year Employment History:

Position:	Company Name:	Employment Dates:
Chairman , President, Chief Executive Officer, Secretary, Chief Financial Officer, Principal Accounting Officer	Entest BioMedical, Inc.	June 19, 2009 to the present.
Chief Financial Officer, Principal Accounting Officer	Entest BioMedical, Inc	June 19, 2009 to March 31, 2010
Acting Chief Financial Officer, Principal Accounting Officer	Entest BioMedical, Inc	August 8, 2011 to the present
Chairman, President, CEO and Acting CFO	Bio-Matrix Scientific Group, Inc.	June 14, 2006 (Chairman) to Present June 19, 2006 (President, CEO and Acting CFO) June 19, 2006 (Secretary) to Present
Chairman CEO, President, Secretary, and Acting CFO	Entest BioMedical, Inc. (a California corporation)	August 22, 2008 to the Present
Chairman, CEO, Secretary & Acting CFO	Frezer Inc.	May 2, 2005 to February 2007
Chairman, CEO & Acting CFO	BMXP Holdings, Inc.	December 6, 2004 to June 2008
Managing Director & President	Cell Source Research Inc.	December 5, 2001 to Present
Managing Director & President	Venture Bridge Inc.	November 21, 2001 to Present
Registered Representative	Amerivet Securities Inc.*	March 31, 2004 to February 2008

David R. Koos has served as Chairman of the Board of Directors, Chief Executive Officer, Secretary, Treasurer and Acting Chief Financial Officer of Regen since April 24, 2012 to the present. David R. Koos has served as president of Regen since May 29, 2013 to the present.

* Amerivet Securities Inc. has not been active during the period as the Chief Executive Officer was on deployment in Iraq through the U.S. Army Reserves.

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 2013, or written representations from certain reporting persons, we believe all of our directors and executive officers as well as any beneficial owner of more than ten percent of any class of equity securities met all applicable filing requirements.

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.

4700 SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942

Director Independence

Audit Committee and Audit Committee Financial Expert

The Company’s sole Director may not be considered independent as he is also an officer. The Company is not a "listed company" under Securities and Exchange Commission (“SEC”) rules and is therefore not required to have an audit committee comprised of independent directors. The Company does not currently have an audit committee, however, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, the Company’s Board of Directors is deemed to be its audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. The Board of Directors has determined that its sole member is able to read and understand fundamental financial statements and has substantial business experience that results in that member's financial sophistication. Accordingly, the Board of Directors believes that its member has the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.

Nominating and Compensation Committees

The Company does not have standing nominating or compensation committees, or committees performing similar functions. The board of directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for the Company not to have a standing nominating committee because the board of directors has performed and will perform adequately the functions of a nominating committee. The

Company is not a "listed company" under SEC rules and is therefore not required to have a compensation committee or a nominating committee.

Shareholder Communications

There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board of directors followed by the board’s review of the candidates’ resumes and interview of candidates. Based on the information gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. The Company does not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.

Because management and directors of the Company are the same person, the Board of Directors has determined not to adopt a formal methodology for communications from shareholders on the belief that any communication would be brought to the board of directors’ attention by virtue of the co-extensive capacities served by David Koos.

Executive Compensation


SUMMARY COMPENSATION TABLE*
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
David Koos Chairman and CEO	From October 1, 2012 to September 30, 2013	$290,000		$10,000					$300,000
David Koos Chairman and CEO	From October 1, 2013 to September 30, 2014	$300,000							$300,000

*Does not include Compensation Accrued but Unpaid. As of September 30, 2014 David R. Koos is owed $425,321 in compensation accrued but unpaid.

David Koos is not party to an executed employment agreement. From April 2007 until October 2008 we had agreed to compensate David Koos $12,000 per month for his services, exclusive of any bonuses or benefits. From October of 2008 to the present, we have agreed to compensate David Koos $25,000 per month for his services, exclusive of any bonuses or benefits. The majority of this compensation has been accrued.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information as of the close of business on December 24,2014 concerning shares of our 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.

Based on 3,579,910,118 shares issued and outstanding as of December 24 , 2014.

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Owner

Percent of Class

Common

David R. Koos

C/o Bio-Matrix Scientific Group, Inc

4700 SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942

72,718,693 (a)

Common

All Officers and Directors

As a Group(a)

72,718,693 (a)

.45%

(a) Includes 4,159,085 shares owned by Bombardier Pacific Ventures Inc., which is wholly owned by David Koos and 104,160 shares owned AFN Trust for which David Koos serves as Trustee and 54 shares owned by the BMXP Holdings Shareholder Business Trust. David R. Koos is the Trustee of BMXP Holdings Shareholder Business Trust. .

The following table sets forth information as of the close of business on December 24, 2014, concerning shares of our preferred 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 preferred stock.

Based on 2,063,821 shares issued and outstanding as of December 24, 2014


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Preferred	David R. Koos (a)(b) C/o Bio-Matrix Scientific Group, Inc 4700 SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942	524,079	25%
Preferred	Copeland Revocable Trust	166,907	8%
Preferred	Ronald Williams	205,714	10%
Preferred	All Officers and Directors As a Group(c)	524,079	25%

(a) Includes 458,503 Preferred Shares owned by BMXP Holdings Shareholder Business Trust. David R. Koos is the Trustee of BMXP Holdings Shareholder Business Trust. (b) Includes 62,056 shares owned by Bombardier Pacific Ventures Inc., which is wholly owned by David Koos and AFN Trust for which David Koos serves as Trustee .

The following table sets forth information as of the close of business on December 24,2014 concerning shares of our Series B preferred 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 Series B preferred stock.

Based on 725,409 shares issued and outstanding as of December 24, 2014

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Owner

Percent of Class

Series B Preferred

David R. Koos (a)(b)

C/o Bio-Matrix Scientific Group, Inc

4700 SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942

96,012

13%

Series B

Preferred

All Officers and Directors

As a Group(c)

96,012

13%

(a) Includes 9,171 Preferred Shares owned by BMXP Holdings Shareholder Business Trust. David R. Koos is the Trustee of BMXP Holdings Shareholder Business Trust. (b) Includes 58,935 shares owned by Bombardier Pacific Ventures Inc., which is wholly owned by David Koos and 836 shares owned by AFN Trust for which David Koos serves as Trustee

The following table sets forth information as of the close of business on December 24, 2014 concerning shares of our Series AA Preferred 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 Series AA Preferred stock.


Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class
Series AA Preferred	David R. Koos C/o Bio-Matrix Scientific Group, Inc 4700 SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942	94,852	100%
Series AA Preferred	All Officers and Directors As a Group	94,852	100%

No shares of our Non Voting Convertible Preferred stock was issued and outstanding aas of the close of business on December 24,2014

The following table sets forth information as of the close of business on December 24,2014 concerning shares of our Series AAA Preferred 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 Series AA Preferred stock.

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Owner

Percent of Class

Series AAA Preferred

David R. Koos

C/o Bio-Matrix Scientific Group, Inc

4700 SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942

40,000

100%

Series AAA Preferred

All Officers and Directors

As a Group

40,000

100%

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Related Party Transactions

On June 15, 2009 Entest BioMedical, Inc.(“Entest”) , a corporation under common control with the Company, entered into an agreement with the Company whereby Entest has agreed to sublease approximately 3,000 square feet of office space from the Company for a term of 3 years for consideration consisting of monthly rental payments of $4,100 per month. Beginning October 2010 Entest has been paying rental expenses directly to the owner of the subleased space leaving a balance of $59,500 of rental expenses prepaid to the Company. Between January 25, 2012 and February 14, 2012 the Company became indebted to Entest in the amount of an additional $240 for expenses paid on behalf of the Company by Entest. Between October 1, 2012 and September 30, 2012 the Company made payments to Entest totaling $20,600. As of September 30, 2012 the amount due to Entest was $39,140. Subsequent to September 30, 2012 the following events:

a) Payment of $5,000 to Entest by the Company during the quarter ended December 31, 2012 offset by

b) Payment of $755 of expenses on behalf of the Company by Entest. during the quarter ended December 31, 2012.

Reduced the obligation to $34,895 as of September 30, 2013. This obligation bore no interest and was due and payable on the demand of Entest. During the twelve months ended September 30, 2014 the Company made payments to and paid expenses on behalf of Entest totaling in aggregate $34,895 reducing this obligation to $0.

As of September 30, 2014 Entest Biomedical Inc. is indebted to Regen in the amount of $10,422. $10,422 lent by Regen to Entest Biomedical, Inc. . is due and payable at the demand of the holder and bear simple interest at a rate of 10% per annum.

On October 1, 2014 Regenentered into an agreement to sublease approximately 2,320 square feet of office space from Entest Biomedical, Inc. Entest Biomedical Inc. is under common control with the Company as the Chairman and CEO of the Company also serves as the Chairman and CEO of Entest Biomedical, Inc. The sublease is on a month to month basis and rent payable to Entest Biomedical Inc. by Regen is equal to the rent payable to the lessor by Entest Biomedical Inc and is to be paid in at such time specified in accordance with the original lease agreement between Entest Biomedical Inc. and the lessor.

$3,241 per month for the period beginning October 1, 2014 and ending November 30, 2014

$3,371 per month for the period beginning December 1, 2014 and ending November 30, 2015

$3,506 per month for the period beginning December 1, 2015 and ending November 30, 2016

All charges for utilities connected with premises which are to be paid by Entest Biomedical Inc. under the master lease shall be paid by Regen for the term of this sublease.

As of September 30, 2013 David Koos, the Company’s Chairman and Chief Executive Officer, is owed $425,321 in compensation accrued but unpaid .

Director Independence

Audit Committee and Audit Committee Financial Expert

Nominating and Compensation Committees

Shareholder Communications

Item 14. Principal Accounting Fees and Services.

The following sets forth the aggregate fees billed by Seale and Beers, CPAs :

	Period beginning October 1, 2013 and ending September 30, 2014
Audit Fees	$	10,000
Audit Related Fees	$	9,000
Tax Fees	$	—
Total Fees	$	19,000

The following sets forth the aggregate fees billed by Seale and Beers, CPAs

	Period beginning October 1, 2012 and ending September 30, 2013
Audit Fees	$	22,546
Audit Related Fees	$	9000
Tax Fees	$	—
Total Fees	$	31,546

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.

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 Seale and Beers, CPA’s independence.

PART IV

Item 15. Exhibit Index

EXHIBIT INDEX


Exhibit Number	Description

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

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

SIGNATURES

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

			Bio-Matrix Scientific Group, Inc.

		By:	/s/ David R. Koos
			Name: David R. Koos
			Title: President, Chairman, Chief Executive Officer
			Date: December 24, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on December 24, 2014.

			Bio-Matrix Scientific Group, Inc.

		By:	/s/ David R. Koos
			Name: David R. Koos
			Title: President, Chairman, Chief Executive Officer, Acting Chief Financial Officer
			Date: December 24, 2014

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