SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q 

 

 ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:  

 

For the quarterly period ended March 31, 2016

 

 ☐ 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.

(Exact name of registrant as specified in its charter)

 

DELAWARE	33-0824714
(State of Incorporation)	(I.R.S. Employer Identification No.)
4700 Spring Street, Suite 304, La Mesa, California	91942
(Address of Principal Executive Offices)	(Zip Code)

 

(619) 702-1404

(Registrant's telephone number, including area code)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ 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 ☐

 

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

 

☐  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 Securities Exchange Act of 1934) (check one): Yes ☒   No ☐

 

There were 5,459,257,450 shares of Common Stock outstanding as of April 8, 2016.

 

 

PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

 

BIOMATRIX SCIENTIFIC GROUP, INC.
CONSOLIDATED BALANCE SHEET
		As of March 31 2016				As of September 30, 2015
		(unaudited)				(as restated)
ASSETS
CURRENT ASSETS
Cash			118,850				76,355
Prepaid Expenses			16,000				25,000
Note Receivable			12,051				12,051
Interest Receivable			1,978				1,381
Due from Former Subsidiary Employee			15,000
Total Current Assets			163,879				114,787
OTHER ASSETS
Deposits			4,200				4,200
Available for Sale Securities			57,273				159,720
Total Other Assets			61,473				163,920
TOTAL ASSETS			225,352				278,707
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable			162,907				167,977
Notes Payable			414,036				400,336
Bank Overdraft			0				0
Accrued Payroll			855,090				738,095
Accrued Payroll Taxes			44,491				44,485
Accrued Interest			350,407				324,750
Accrued Rent			15,000				10,000
Accrued Expenses			5,000				5,000
Convertible Note Payable Net of  Unamortized Discount			228,044				231,507
Due to Affiliate			0				0
Due to Subsidiary Shareholder			0				0
Current portion, note payable to affiliated party			1,000				1,000
Total Current Liabilities			2,075,975				1,923,150
Long Term Liabilities
Convertible Note Payable Net of  Unamortized Discount			58,295				0
Total Long Term Liabilities			58,295				0
Total Liabilities			2,134,270				1,923,150
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock ($.0001 par value) 20,000,000 shares authorized; 20,000,000 shares authorized; 2,063,821 issued and outstanding as of September 30 2015 and March 31, 2016			207				207
Series AA Preferred ($0.0001 par value)  100,000 shares authorized 94,852 issued and outstanding as of September 30, 2015 and March 31, 2016			9				9
Series AAA Preferred ($0.0001 par value) 1,000,000 shares authorized 40,000 shares issued and outstanding as of September  30, 2015 and March 31, 2016			4				4
Series B Preferred Shares ($.0001 par value) 2,000,000 shares authorized; 725,409 issued and outstanding as of March 31, 2016 and September  30,2015 respectively			73				73
Common Stock ($.0001 par value) 5,000,000,000 shares authorized and 4,232,931,345 issued and outstanding as of September 30, 2015, 8,000,000,000 shares authorized and 5,459,248,374 shares issued and outstanding as of March 31, 2016			545,922				423,292
Non Voting Convertible Preferred Stock ($1 Par value) 200,000 shares authorized; 0 shares  issued and outstanding as of September  30, 2015  and March 31, 2016			0				0
Additional Paid in capital			32,200,217				29,004,809
Contributed Capital			509,355				509,355
Retained Earnings (Deficit)			(35,079,059	)			(31,628,963	)
Accumulated Other Comprehensive Income (Loss)			(137,726	)			(35,280	)
Total Stockholders' Equity (Deficit) Biomatrix Scientific Group, Inc.			(1,960,998	)			(1,726,494	)
Noncontrolling Interest in subsidiary			52,080				82,050
Total Stockholders' Equity			(1,908,918	)			(1,644,444	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)			225,352				278,707
The Accompanying Notes are an Integral Part of These Financial Statements

 

 

BIO MATRIX SCIENTIFIC GROUP, INC
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
			Quarter Ended March 31, 2016				Quarter Ended March 31, 2015				Six Months Ended March 31, 2016				Six Months Ended March 31, 2015
REVENUES
			0				0				0				0
COST AND EXPENSES
Research and Development			172,096				22,969				277,417				25,206
General and Administrative			466,958				336,286				987,635				494,730
Consulting and Professional Fees			114,869				303,666				207,587				386,195
Rent			15,000				15,000				30,000				26,871
Total Costs and Expenses			768,923				677,922				1,502,639				933,003
OPERATING LOSS			(768,923	)			(677,922	)			(1,502,639	)			(933,003	)
OTHER INCOME & (EXPENSES)
Interest Income			297				291				597				551
Interest Expense			(12,686	)			(18,694	)			(25,657	)			(33,265	)
Loss on Settlement of Debt through Equity Issuance below Fair value			(77,361	)			(249,030	)			(246,594	)			(836,530	)
Loss on Settlement of Debt through Issuance of Common  Shares of Regen Biopharma, Inc. below fair value			(364,822	)			(8,179,432	)			(1,528,135	)			(8,179,432	)
Interest Expense attributable to amortization of discount			(74,281	)			(4,032	)			(147,668	)			(4,032	)
Preferred Shares of Regen Biopharma, Inc. issued pursuant to contractual obligations			—				(3,154	)			—				(3,154	)
Expense Related to issuance of Convertible Debt to Star City			—				(247,500	)			—				(247,500	)
Total Other Income & (Expense)			(528,852	)			(8,701,551	)			(1,947,457	)			(9,303,362	)
NET INCOME (LOSS)			(1,297,775	)			(9,379,473	)			(3,450,096	)			(10,236,365	)
Less: (Net Income)Loss attributable to noncontrolling interest Regen Biopharma, Inc.			927,081				7,117,519				2,493,912				7,212,122
NET INCOME (LOSS) available to common shareholders			(370,694	)			(2,261,954	)			(956,184	)			(3,024,243	)
BASIC  AND FULLY DILUTED EARNINGS (LOSS)		$	(0.0001	)		$	(0.0007	)		$	(0.0002	)		$	(0.0008	)
Weighted average number of shares outstanding			5,092,829,323				3,172,885,208				4,903,011,524				3,663,947,530
The Accompanying Notes are an Integral Part of These Financial Statements

BIO-MATRIX SCIENTIFIC GROUP, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(unaudited)
			Quarter ended				Quarter ended
			March 31, 2015				March 31, 2016
Net Income			(9,379,473	)			(1,297,775	)
Add:
Unrealized Gains on Securities			1,000
Less:
Unrealized Losses on Securities							(63,727	)
Total Other Comprehensive Income (Loss)			1,000				(63,727	)
Comprehensive Income			(9,378,473	)			(1,361,502	)
			Six Months ended				Six Months ended
			March 31, 2015				March 31, 2016
Net Income			(10,236,365	)			(3,450,096	)
Add:
Unrealized Gains on Securities
Less:
Unrealized Losses on Securities			(1,000	)			(102,447	)
Total Other Comprehensive Income (Loss)			(1,000	)			(102,447	)
Comprehensive Income			(10,237,365	)			(3,552,543	)
The Accompanying Notes are an Integral Part of These Financial Statements

BIO-MATRIX SCIENTIFIC GROUP, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
		Six Months  Ended				Six Months  Ended
		March 31, 2016				March 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)			(3,450,096	)			(10,236,365	)
Adjustments to reconcile net Income to net cash (used in) provided by operating activities:
Subsidiary Stock issued for services rendered by consultants			40				—
Interest Expense attributable to amortization of discount			147,671				4,032
Additional paid in Capital			495,461				433,345
Impairment of Available for sale Securities			—				—
Loss on Settlement of Debt through Equity Issuance			1,774,729				9,015,962
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses			9,000				—
Increase (Decrease) in Accounts Payable			(5,071	)			187
Increase (Decrease) in Accrued Expenses			147,658				107,362
Increase (Decrease) in bank Overdraft			—				(6,137	)
(Increase) Decrease  in Interest Receivable			(597	)			(551	)
(Increase) Decrease  in Due from Former Employee			(15,000	)			—
Decrease (Increase) Note Receivable			—				(1,629	)
Net Cash Provided by (Used in) Operating Activities			(896,206	)			(683,794	)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase ( Decrease) in due to  subsidiary shareholder			—				—
Stock in subsidiary sold for cash			825,001				—
Principal borrowings (repayments) on notes and Convertible Debentures			13,700				90,453
Principal borrowings ( repayments) on Convertible Debentures			100,000				1,182,686
(Increase) Decrease in Deferred Financing Costs			—				—
Net Cash Provided by (Used in) Financing Activities			938,701				1,273,139
Net Increase (Decrease) in Cash			42,495				589,345
Cash at Beginning of Period			76,355				502
Cash at End of Period			118,850				589,847
Supplemental Disclosure of Noncash investing and financing activities:
Common Shares Issued for Debt			150,237				37,000
Common Shares of Regen Biopharma, Inc. issued for debt			—			$	882,686
The Accompanying Notes are an Integral Part of These Financial Statements

BIO-MATRIX SCIENTIFIC GROUP, INC.

Notes to consolidated Financial Statements

As of March 31, 2016

 

 

The accompanying unaudited interim condensed consolidated financial statements of Bio-Matrix Scientific Group , Inc. (“Bio-Matrix ” or “the Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the United States Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s annual report filed with the SEC on Form 10-K for the year ended September 30, 2015. In general, interim disclosures do not repeat those contained in the annual statements. In the opinion of management, all adjustments consisting of normal recurring adjustments necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. 

 

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 controlled 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. As of March 31, 2016 The Company holds 15 % of the equity and 64.7% of the voting power of Regen BioPharma, Inc. (“Regen”)

 

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 controlled 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 March 31, 2016 consisted of Securities Available for Sale consisting of 8,066,667 common shares of Entest Biomedical, Inc and a Note Receivable from Entest Biomedical, Inc. for $12,051 .  The fair value of Securities Available for sale as of March 31, 2016 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 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 quarters ended March 31, 2016 and March 31, 2015.

 

J. REVENUE RECOGNITION

 

Sales of products and related costs of products sold are recognized when: (i) persuasive evidence of an arrangement exists; (ii) delivery has occurred; (iii) the price is fixed or determinable; and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing and shipment of products.

The Company determines the amount and timing of royalty revenue based on its contractual agreements with intellectual property licensees. The Company recognizes royalty revenue when earned under the terms of the agreements and when the Company considers realization of payment to be probable. Where royalties are based on a percentage of licensee sales of royalty-bearing products, the Company recognizes royalty revenue by applying this percentage to the Company’s estimate of applicable licensee sales. The Company bases this estimate on an analysis of each licensee’s sales results. Where warranted, revenue from licensees for contractual obligations such as License Initiation Fees are recognized upon satisfaction of all conditions required to be satisfied in order for that revenue to have been earned by the Company.

 

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 August 2014, 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 March 31, 2016 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 $312,327 recognized upon the deconsolidation of Entest Biomedical, Inc., the Company generated net losses of $34,727,737 (excluding $663,649 of Equity in Net Losses of Entest Biomedical, Inc. recognized) during the period from August 2, 2005 (inception) through March 31, 2016. 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 quarter ended December 31, 2015 Regen raised $560,000 through the issuance of equity securities for cash. During the quarter ended March 31, 2016 Regen raised $265,000  through the issuance of equity securities for cash and $100,000 through the issuance of convertible debentures.

 

 

NOTE 5. INCOME TAXES

 

As of March 31, 2016

 

Deferred tax assets:
Net operating tax carry forwards		$	11,820,960
Other			-0-
Gross deferred tax assets			11,820,960
Valuation allowance			(11,820,960	)
Net deferred tax assets		$	-0-

 

As of March 31, 2016 the Company has a  Deferred Tax Asset of  $ 11,820,960 completely attributable to net operating loss carry forwards of approximately $34,766,353 ( 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) $34,727,737   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 March 31, 2016 the Company is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the amount of $71,986. 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 March 31, 2016 Regen is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the amount of $50. 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 subleased to Regen by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month,

 

As of March 31, 2016 Entest Biomedical, Inc. is indebted to Regen in the amount of $12,051. $12,051 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.

 

As of March 31, 2016 Regen is indebted to Blackbriar Partners in the amount of $3,000. $3,000 lent to Regen by Blackbriar Partners is due and payable February 19, 2017 and bears simple interest at a rate of 10% per annum. David R. Koos, the Chairman and Chief Executive Officer of the Company, also serves as the Chairman and CEO of Blackbriar Partners.

 

On June 23, 2015 Regen Biopharma, Inc. entered into an agreement (“Agreement”) with Zander Therapeutics, Inc. ( “Zander”) whereby Regen Biopharma, Inc. granted to Zander an exclusive worldwide right and license for the development and commercialization of certain intellectual property controlled by Regen Biopharma, Inc. (“ License IP”) for non-human veterinary therapeutic use for a term of fifteen years. Zander is a wholly owned subsidiary of Entest Biomedical, Inc.

 

Pursuant to the Agreement, Zander shall pay to Regen Biopharma, Inc. one-time, non-refundable, upfront payment of one hundred thousand US dollars ($100,000) as a license initiation fee which must be paid within 90 days of June 23, 2015 and an annual non-refundable payment of one hundred thousand US dollars ($100,000) on the first anniversary of the effective date of the Agreement and each subsequent anniversary.

 

The abovementioned payments may be made, at Zander’s discretion, in cash or newly issued common stock of Zander or in common stock of Entest BioMedical Inc. valued as of the lowest closing price on the principal exchange upon which said common stock trades publicly within the 14 trading days prior to issuance.

 

Pursuant to the Agreement, Zander shall pay to Regen Biopharma, Inc. royalties equal to four percent (4%) of the Net Sales , as such term is defined in the Agreement, of any Licensed Products, as such term is defined in the Agreement, in a Quarter.

 

Pursuant to the Agreement, Zander will pay Regen Biopharma, Inc. ten percent (10%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Zander from sublicensees ( excluding royalties from sublicensees based on Net Sales of any Licensed Products for which Regen Biopharma, Inc. receives payment pursuant to the terms and conditions of the Agreement).

 

Zander is obligated pay to Regen Biopharma, Inc. minimum annual royalties of ten thousand US dollars ($10,000) payable per year on each anniversary of the Effective Date of this Agreement, commencing on the second anniversary of June 23, 2015. This minimum annual royalty is only payable to the extent that royalty payments made during the preceding 12-month period do not exceed ten thousand US dollars ($10,000).

 

The Agreement may be terminated by Regen Biopharma, Inc.:

 

If Zander has not sold any Licensed Product by ten years of the effective date of the Agreement or Zander has not sold any Licensed Product for any twelve (12) month period after Zander’s first commercial sale of a Licensed Product.

 

The Agreement may be terminated by Zander with regard to any of the License IP if by five years from the date of execution of the Agreement a patent has not been granted by the United States patent and Trademark Office to Regen Biopharma, Inc. with regard to that License IP.

 

The Agreement may be terminated by Zander with regard to any of the License IP if a patent that has been granted by the United States patent and Trademark Office to Regen Biopharma, Inc. with regard to that License IP is terminated.

 

The Agreement may be terminated by either party in the event of a material breach by the other party.

 

On September 28, 2015 Zander caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander as a license initiation fee. Regen Biopharma, Inc. recognized revenue of $192,000 equivalent to the fair value of 8,000,000 of the common shares of Entest Biomedical, Inc as of the date of issuance.

 

David R. Koos serves as sole officer and director of both Zander and Entest Biomedical, Inc. and also serves as Chairman and Chief Executive Officer of Regen Biopharma, Inc.

 

NOTE 7. NOTES PAYABLE AND CONVERTIBLE NOTES PAYABLE AND NOTES RECEIVABLE

 

			March 31, 2016
Bio Technology Partners Business Trust (Company)		$	14,000
Bio Technology Partners Business Trust (Regen)		$	36,000
David R. Koos (Company)( Note 6)		$	71,986
David R. Koos (Regen)( Note 6)		$	50
The Sherman family Trust		$	2,000
Bostonia Partners (Company)		$	98,000
Bostonia Partners (Regen)		$	189,000
Blackbriar Partners		$	3,000
Total		$	414,036

 

Amounts due to the Biotechnology Partners Business Trust. are due and payable at the demand of the holder 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. 

 

$60,000 lent to Regen Biopharma, Inc. by Bostonia Partners is due and payable September 16, 2016 and bear simple interest at a rate of 10% per annum

 

$59,000 lent to Regen Biopharma, Inc. by Bostonia Partners is due and payable September 22, 2016 and bear simple interest at a rate of 10% per annum.

 

$20,000 lent to Regen by Bostonia Partners is due and payable February 19, 2017 and bear simple interest at a rate of 10% per annum.

 

$30,000 lent to Regen by Bostonia Partners is due and payable February 24, 2017 and bear simple interest at a rate of 10% per annum.

 

$20,000 lent to Regen by Bostonia Partners is due and payable March 8, 2017 and bear simple interest at a rate of 10% per annum.

 

$40,000 lent to the Company by Bostonia Partners is due and payable September 2, 2016 and bear simple interest at a rate of 10% per annum.

 

$35,000 lent to the Company by Bostonia Partners is due and payable December 14, 2016 and bear simple interest at a rate of 10% per annum.

 

$13,000 lent to the Company by Bostonia Partners is due and payable January 28, 2017 and bear simple interest at a rate of 10% per annum.

 

$10,000 lent to the Company by Bostonia Partners is due and payable March 23, 2017 and bear simple interest at a rate of 10% per annum.

 

$3,000 lent to Regen by Blackbriar Partners is due and payable February 19, 2017 and bear simple interest at a rate of 10% per annum.

 

$	50,000			Scott Levine
$	10,000			Mike and Ofie Weiner
$	18,400			Mike and Ofie Weiner
$	2,301			Bio Technology Partners Business Trust
$	149,763			Star City Capital, LLC
$	230,464			Total

 

$149,763 due and payable to Starcity Capital LLC (“Note”) bears no interest, is payable on April1, 2016 and permits conversion at the Holder’s option into common shares of the Company under the following terms and conditions:

 

The Holder of the Note is entitled, at its option, at any time after 180 days after March 27, 2015 to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to the greater of

 

(iii) fifty five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five (5) trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial Conversion Price") or

(iv) $0.0001.

 

Upon :

 

(i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions,

 

(ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or

 

(iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)

 

then, in each case, Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such event at the Conversion Price.

 

other than as provided in (i), (ii) and(ii) above, the Holder shall not have the right to convert its debt into shares which, when added to such Holder’s other holdings in the Company stock, shall have caused such Holder to hold more than 9.99% of the Company’s outstanding common stock.

 

The issuance of the Note amounted in a beneficial conversion feature of $300,000 which is amortized under the Interest Method over the life of the Note.

 

The amount by which the instrument’s as converted value exceeds the principal amount as of March 31, 2016 is $149,763.

 

$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 March 31, 2016 the unamortized discount on the Company’s convertible notes outstanding is $ 2,428.

 

Regen Biopharma, Inc.

 

On March 8, 2016 (“Issue date”) Regen issued a Convertible Note (“Note”) in the face amount of $100,000 for consideration consisting of $100,000 cash. The Note pays simple interest in the amount of 8% per annum . The maturity of the Note is three years from the issue date.

 

The Lender shall have the right from time to time to convert all or a part of the outstanding and unpaid principal amount of this Note into fully paid and non- assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of Regen into which such Common Stock shall hereafter be changed or reclassified pursuant to the following terms and conditions:

 

(a) For the period beginning on the Issue Date and ending 365 days subsequent to the Issue Date (“Year 1”) a 50% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).

(b) For the period beginning one day subsequent to the final day of Year One and ending 365 days subsequent to Year One (“Year 2”) a 35% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).

 

(c) For the period beginning one day subsequent to the final day of Year 2 and ending 365 days subsequent to Year 2 (“Year 3”) a 25% discount to the lowest Trading Price (as defined below) for the Common Stock during the ten (10) Trading Day (as defined below) period ending on the latest complete Trading Day prior to the Conversion Date or ten cents per share (whichever is greater).

 

(d) “Trading Price” means the closing bid price on the Over-the-Counter Bulletin Board, or applicable trading market (the “OTCQB”) as reported by a reliable reporting service (“Reporting Service”) designated by the Lender (i.e. Bloomberg) or, if the OTCQB is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets” by the National Quotation Bureau, Inc. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by Regen and the Lender. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTCQB, or on the principal securities exchange or other securities market on which the Common Stock is then being traded. “Trading Volume” shall mean the number of shares traded on such Trading Day as reported by such Reporting Service. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by Regen relating to the Lender’s securities.

 

Regen shall have the right, exercisable on not less than five (5) Trading Days prior written notice to the Lender, to prepay the outstanding Note in part or in full, including outstanding principal and accrued interest.

 

Upon closing of a Transaction Event the Lender shall receive 0 .10% ( one tenth of one percent)of the consideration actually received by Regen from an unaffiliated third party as a result of the closing of a Transaction Event.

 

“Transaction Event” shall mean either of:

 

(a) The sale by Regen of Regen’s proprietary NR2F6 intellectual property to an unaffiliated third party

(b) The granting of a license by Regen to an unaffiliated third party granting that unaffiliated third party the right to develop and/or commercialize Regen’s proprietary NR2F6 intellectual property

 

The issuance of the Note amounted in a beneficial conversion feature of $42,600 which is amortized under the Interest Method over the life of the Note. As of March 31, 2016 the unamortized discount on the convertible notes outstanding is $ 41,705. As of March 31, 2016 $100,000 of the principal amount of the Note remains outstanding.

 

The amount by which the Note’s as converted value exceeds the principal amount as of March 31, 2016 is $25,000.

 

NOTES RECEIVABLE

 

		March 31, 2016
Entest Biomedical, Inc. (Note 6)		$	12,051
Notes Receivable		$	12,051

  

$12,051 lent by Regen Biopharma, Inc. 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.

  

NOTE 8. STOCKHOLDERS' EQUITY

 

The stockholders' equity section of the Company contains the following classes of capital stock as of March 31, 2016:

 

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. 

 

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 one hundred thousand (100,0000).

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. 

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; 8,000,000,000 shares authorized: 5,459,248,374 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).

NOTE 9. 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.

The convertible indebtedness held by the Plaintiff was 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.

 

On February 2, 2015 Plaintiff and the Company entered into a Settlement Agreement and Mutual General Release to fully and finally resolve the aforementioned legal action pursuant to the following terms and conditions:

(a)

Within seven business days of the Company’s transfer agent’s receipt of an appropriate opinion of counsel, the Company shall deliver to Starcity or its designee or assignee (which designation or assignment shall be provided in writing) via DWAC, 103,030,303 of the common shares of the Company , it being the agreement of the parties that such issuance shall constitute full and complete satisfaction of $17,000 due to Starcity by the Company.

 

(b)

The Company shall deliver to Starcity a non interest bearing Convertible Note in the face amount of $300,000 (“Note”) due and payable April 1, 2016.

The Holder of this Note is entitled, at its option, at any time after 180 days after the date that consideration of $52,500 is paid to the Company to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company's common stock (the "Common Stock") at a price ("Conversion Price") for each share of Common Stock equal to the greater of

(i)

fifty five percent (55%) (the "Discount'') of the lowest closing bid price for the Company's common stock during the five (5) trading days immediately preceding a conversion date, as reported by Bloomberg (the "Closing Bid Price") ("Initial Conversion Price") or

 

(ii)

$0.0001.

Other than as provided in 5(p) of the Note ), the Holder shall not have the right to convert its debt into shares which, when added to such Holder’s other holdings in the Company stock, shall have caused such Holder to hold more than to hold more than 9.99% of the Company's outstanding common stock. Section 5(p) of the Note states that:

Upon :

(i) a transfer of all or substantially all of the assets of the Company to any person in a single transaction or series of related transactions,

(ii) a reclassification, capital reorganization or other change or exchange of outstanding shares of the Common Stock, or

(iii) any consolidation or merger of the Company with or into another person or entity in which the Company is not the surviving entity (other than a merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common Stock)

then, in each case, Holder may convert the unpaid principal amount of this Note into shares of Common Stock immediately prior to such event at the Conversion Price.

In the event that Starcity fails to fund the Note by making a payment of $52,500 to the Company on or before April 1, 2015, the Company’s obligations under this Note shall be terminated, cancelled and relinquished.

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.

 

The Company utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941 subleased to Regen Biopharma, Inc. by Entest BioMedical, Inc. on a month to month basis beginning October 1, 2014. The Chief Executive Officer of Entest Biomedical Inc. is David R. Koos who also serves as the Chief Executive Officer of Regen and the Company. The sublease is on a month to month basis and rent payable to Entest Biomedical, Inc. by Regen Biopharma Inc is equal to $5,000 per month. 

 

NOTE 10. INVESTMENT SECURITIES

 

As of the quarter ending September 30, 2012 the Company reclassified 66,667 ( retroactively adjusted for reverse stock split.) common shares of Entest Biomedical, Inc. as Securities Available for Sale from Securities Accounted for under the Equity Method. 

 

On September 28, 2015 Zander Theraputics, Inc. caused to be issued to Regen Biopharma, Inc. 8,000,000 of the common shares of Entest Biomedical, Inc in satisfaction of one hundred thousand US dollars ($100,000) to be paid to Regen Biopharma, Inc. by Zander Theraputics, Inc as a license initiation fee.

As of September 30, 2015 the Company recognized an other than temporary impairment of $41,333,361 on 8,066,667 Common Shares of Entest Biomedical, Inc.

The Company concluded that such impairment should be recognized based primarily due to:

(a)

History of recurring losses for Entest Biomedical, Inc.

(b)

Large percentage decline in fair value during the Company’s period of ownership

The common shares of Entest Biomedical, Inc described above constitute the Company’s sole investment securities as of March 31, 2016.

	8,066,667		Common Shares of Entest Biomedical, Inc.
	Basis				Fair Value				Total Unrealized Losses in Other Comprehensive Income			Net Unrealized Gain or (Loss) realized during the quarter  ended March 31, 2016
	195,000				57,273				(137,726)			(63,726)

 

NOTE 11. STOCK TRANSACTIONS

 

BIO- MATRIX SCIENTIFIC GROUP, INC.:

 

On February 5, 2016 the Company issued 139,132,221 of its Common Shares in satisfaction of $13,913 of convertible indebtedness.

 

On February 16, 2016 the Company issued 203,411,136 of its Common Shares in satisfaction of $20,341 of convertible indebtedness.

 

On March 1, 2016 the Company issued 227,639,088 of its Common Shares in satisfaction of $22,763 of convertible indebtedness

 

REGEN BIOPHARMA, INC.

 

Common Stock

On January 28, 2016 Regen issued 2,000,000 of its Common Shares for cash consideration of $100,000.

On January 29, 2016 Regen issued 30,000 of its Common Shares for cash consideration of $750.

On February 2, 2016 Regen issued 270,000 of its Common Shares for cash consideration of $6,750.

On February 22, 2016 Regen issued 666,666 of its Common Shares for cash consideration of $33,333.

On February 22, 2016 Regen issued 1,000,000 of its Common Shares for cash consideration of $12,500.

Series A Preferred Stock

On January 28, 2016 Regen issued 1,000,000 shares of its Series A Preferred stock for cash consideration of $50,000.

On January 29, 2016 Regen issued 300,000 shares of its Series A Preferred stock for cash consideration of $7,500.

On February 22, 2016 Regen issued 333,333 shares of its Series A Preferred stock for cash consideration of $16,666.

On March 22, 2016 the Company issued 3,000,000 shares of its Series A Preferred stock for cash consideration of $37,500.

 

NOTE 12. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 

Subsequent to the original issuance of the Company’s annual consolidated financial statements, the Company determined that:

 

An other than temporary impairment of $41,333,361 on 8,066,667 Common Shares of Entest Biomedical, Inc. owned by the Company should be recognized as of September 30, 2015 due to the following factors:

 

	(a)	History of recurring losses for Entest Biomedical, Inc.
	(b)	Large percentage decline in fair value during the Company’s period of ownership

 

BIOMATRIX SCIENTIFIC GROUP, INC.
CONSOLIDATED BALANCE SHEET
			As of September 30, 2015				Adjustments				As of September 30, 2015
			As originally Reported								Restated
ASSETS
CURRENT ASSETS
Cash			76,355								76,355
Prepaid Expenses			25,000								25,000
Note Receivable			12,051								12,051
Interest Receivable			1,381								1,381
Total Current Assets			114,787								114,787
OTHER ASSETS
Deposits			4,200								4,200
Available for Sale Securities			159,720								159,720
Total Other Assets			163,920								163,920
TOTAL ASSETS			278,707								278,707
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable			167,977								167,977
Notes Payable			400,336								400,336
Bank Overdraft			0								0
Accrued Payroll			738,095								738,095
Accrued Payroll Taxes			44,485								44,485
Accrued Interest			324,750								324,750
Accrued Rent			10,000								10,000
Accrued Expenses			5,000								5,000
Convertible Note Payable Net of  Unamortized Discount			231,507								231,507
Due to Affiliate			0								0
Due to Subsidiary Shareholder			0								0
Current portion, note payable to affiliated party			1,000								1,000
Total Current Liabilities			1,923,150								1,923,150
Total Liabilities
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock ($.0001 par value) 20,000,000 shares authorized; 20,000,000 shares authorized; 2,063,821  issues and outstanding as of September 30 2015			207								207
Series AA Preferred ($0.0001 par value) 100,000 shares authorized 94,852 issued and outstanding as of September 30, 2015			9								9
Series AAA Preferred ($0.0001 par value) 1,000,000 shares authorized 40,000 shares issued and outstanding as of September 30, 2015			4								4
Series B Preferred Shares ($.0001 par value) 2,000,000 shares authorized; 725,409 issued and outstanding as of and September 30, 2015			73								73
Common Stock ($.0001 par value) 5,000,000,000 shares authorized; 4,232,931,345 issued and outstanding as of September 30, 2015			423,292								423,292
Non Voting Convertible Preferred Stock ($1 Par value) 200,000 shares authorized; 0 shares issued and outstanding as of September 30, 2015			0								0
Additional Paid in capital			29,004,809								29,004,809
Contributed Capital			509,355								509,355
Retained Earnings (Deficit)			9,704,398				(41,333,361	)			(31,628,963	)
Accumulated Other Comprehensive Income (Loss)			(41,368,641	)			41,333,361				(35,280	)
Total Stockholders' Equity (Deficit) Biomatrix Scientific Group, Inc.			(1,726,494	)							(1,726,494	)
Noncontrolling Interest in subsidiary			82,050								82,050
Total Stockholders' Equity			(1,644,444	)							(1,644,444	)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)			278,707								278,707

 

 

NOTE 13: SUBSEQUENT EVENTS

 

On April 7, 2016 Regen issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to David Koos, Regen’s Chief Executive Officer, as consideration for efforts expended by Koos with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate..

 

On April 7, 2016 Regen issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to Harry Lander , Regen’s President and Chief Scientific Officer, as consideration for efforts expended by Lander with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate.

 

On April 7, 2016 Regen issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to Todd Caven , Regen’s Chief Financial Officer, as consideration for efforts expended by Caven with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate.

 

On April 7, 2016 Regen issued 1,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) in settlement of $10,000 of principal indebtedness.

 

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CERTAIN FORWARD-LOOKING INFORMATION

 

Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concern industry performance, the Company's operations, economic performance, financial conditions, margins and growth in sales of the Company's products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company's financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission, including the Company's most recent Form 10Kfor the year ended September 30, 2015. All references to” We”, “Us”, “Company” or the “Company” refer to Bio-Matrix Scientific Group, Inc.. All references to “Regen” refers to the Company’s controlled subsidiary Regen Biopharma, Inc.

Material Changes in Financial Condition:

As of March 31, 2016 we had Cash of $118,850 and as of September 30, 2015 we had Cash of $76,355.

 

The increase in Cash of approximately 55.6% is primarily attributable to:

 

The sale of $825,000 of equity securities by Regen Biopharma, Inc.

The sale of $100,000 of Convertible Debentures by Regen Biopharma, Inc.

Borrowings of $73,000 by Regen Biopharma, Inc.

Borrowings of $72,000 by the Company

Offset by:

Payment by Regen Biopharma, Inc. of $48,000 of principal indebtedness owed by Regen Biopharma, Inc. to an unaffiliated third party lender.

Payment by the Company of $83,300 of principal indebtedness owed to the Company’s Chairman and Chief Executive Officer.

Cash expended in the operation of the Company’s business.

As of March 31, 2016 we had Prepaid Expenses of $16,000 and as of September 30, 2015 we had Prepaid Expenses of $25,000.

 

The decrease in Prepaid Expenses of approximately 36% is primarily attributable to:

 

$10,000 of salary prepaid to Regen’s former Chief Scientific Officer having been reclassified during the quarter ended December 31, 2015 as amounts Due from Former Employee as a result of the resignation of Regen’s former Chief Scientific Officer during the quarter ended December 31, 2015

 

Offset by:

 

$1,000 in salary having been prepaid to an employee during the quarter ended December 31, 2015

 

As of March 31, 2016 we had Accrued Interest Receivable of $1,978 and as of September 30, 2015 we had Accrued Interest Receivable of $1,381

 

The increase in of Accrued Interest Receivable of approximately 43.23% is attributable to interest accrued but unpaid during the six months ended March 31 , 2016 resulting from amounts due Regen by Entest Bio-Medical, Inc. David R. Koos serves as Chairman of the Board and Chief Executive Officer of the Company, Regen and Entest Bio-Medical, Inc.

 

As of March 31, 2016 we had Amounts Due from Former Employee of $15,000 and as of September 30, 2015 we had Amounts Due from Former Employee of $0.

 

The increase in Amounts Due from Former Employee is attributable to:

 

$10,000 of salary prepaid to Regen’s former Chief Scientific Officer having been reclassified during the quarter ended December 31, 2015 as amounts Due from Former Employee as a result of the resignation of Regen’s former Chief Scientific Officer during the quarter ended December 31, 2015.

 

$5,000 overpayment of salary due to Regen’s former Chief Scientific Officer during the quarter ended December 31, 2015.

 

As of March 31, 2016 we had Available for Sale Securities of $57,273 and as of September 30, 2015 we had Available for Sale Securities of $159,720

 

The decrease in Available for Sale Securities of 64.2% is attributable to unrealized losses recognized during the six months ended March 31, 2016 on 8,000,000 common shares of Entest Biomedical, Inc. owned by Regen and 66,667 common shares of Entest Biomedical, Inc owned by the Company.

As of March 31, 2016 we had Accrued Payroll of $855,090 and as of September 30, 2015 we had Accrued Payroll of $738,095.

 

The increase in Accrued Payroll of approximately 15.8% is attributable to :

 

$75,000 in salary expense due to the Company’s Chief Executive Officer incurred but unpaid during the six months ended March 31, 2016

$28,495 in salary expense due to Regen’s President incurred but unpaid during the six months ended March 31, 2016

$13,500 in salary expense due to Regen’s Chief Financial Officer incurred but unpaid during the six months ended March 31, 2016

As of March 31, 2016 we had Accrued Interest of $350,407 and as of September 30, 2015 we had Accrued Interest of $324,750.

The increase in Accrued Interest of approximately 7.9% is attributable to interest expense on Notes Payable and Convertible Notes Payable incurred during the six months ended March 31, 2016 but not yet paid.

As of March 31, 2016 we had Accrued Rent of $15,000 and as of September 30, 2015 we had Accrued Rent of $10,000.

The increase in Accrued Rent of 50% is attributable to:

Rental Expense accrued but unpaid for the months of January 2016, February 2016, and March 2016.

As of March 31, 2016 we had Convertible Notes Payable, net of unamortized discount of $286,339 and as of September 30, 2015 we had Convertible Notes Payable, net of unamortized discount of $231,507.

 

The increase in Convertible Notes Payable, net of unamortized discount of approximately 23.6% is attributable to:

 

(a)

The issuance by the regen of a convertible note in the face amount of $100,000 during the quarter ended March 31, 2016.

(b)

The amortization of $147,668 of beneficial conversion features recognized which are amortized under the Interest Method over the life of the Note

 

Offset by the conversion of $150,237 in principal indebtedness into common shares of the Company

Material Changes in Results of Operations

Revenues from operations were $0 for the three months ended March 31, 2016 and -0- for the three months ended March 31 , 2015. Net Losses were $1,297,775 for the three months ended March 31, 2016 and $9,379,473 for the same period ended 2015. 

The decrease in Net Losses of approximately 86% is primarily attributable to the recognition of $8,179,432 of expenses recognized during the quarter ended March 31, 2015 resulting from the issuance for less than fair value of common shares in satisfactions of convertible notes issued by Regen.

 

Revenues from operations were $0 for the six months ended March 31, 2016 and -0- for the six months ended March 31 , 2015. Net Losses were $10,236,365 for the six months ended March 31, 2015 and $3,450,096 for the same period ended 2016.

The decrease in Net Losses of approximately 66% is primarily attributable to the recognition of $8,179,432 of expenses recognized during the quarter ended March 31, 2015 resulting from the issuance for less than fair value of common shares in satisfactions of convertible notes issued by the Company.

 

Liquidity and Capital Resources

 

As of March 31, 2016 we had $118,850 cash on hand and current liabilities of $2,075,975 such liabilities consisting of Accounts Payable, Notes Payable, Convertible Notes payable and Accrued Expenses. 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. 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. Management plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. During the six months ended March 31, 2016 Regen raised $825,001 through the issuance of equity securities for cash and $100,000 through the issuance of convertible debentures.

 

As of March 31, 2016 the Company was not party to any binding agreements which would commit the Company to any material capital expenditures.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

As a smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K, we are not required to provide the information required by this Item. We have chosen to disclose, however, that we have not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of David Koos, who is the Company's Principal Executive Officer/Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company's disclosure control objectives. The Company's Principal Executive Officer/Principal Financial Officer has concluded that the Company's disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.

 

Changes in Internal Controls over Financial Reporting

 

In connection with the evaluation of the Company's internal controls during the period commencing on January 1, 2016 and ending March 31, 2016, David Koos, who is both the Company's Principal Executive Officer and Principal Financial Officer has determined that there were no changes to the Company's internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company's internal controls over financial reporting.  

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

None.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

BIO- MATRIX SCIENTIFIC GROUP, INC.:

 

On February 5, 2016 the Company issued 139,132,221 of its Common Shares (“Shares”) in satisfaction of $13,913 of convertible indebtedness.

 

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.

 

On February 16, 2016 the Company issued 203,411,136 of its Common Shares(”Shares”) in satisfaction of $20,341 of convertible indebtedness.

 

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.

 

On March 1, 2016 the Company issued 227,639,088 of its Common Shares (“Shares”) in satisfaction of $22,763 of convertible indebtedness.

 

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.

 

REGEN BIOPHARMA, INC.

 

Common Stock

On January 28, 2016 Regen issued 2,000,000 of its Common Shares (“Shares”) for cash 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 securities comprising the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of those securities. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.

On January 29, 2016 Regen issued 30,000 of its Common Shares (“Shares”) for cash consideration of $750.

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 securities comprising the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of those securities. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.

On February 2, 2016 Regen issued 270,000 of its Common Shares (“Shares”) for cash consideration of $6,750.

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 securities comprising the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of those securities. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.

On February 22, 2016 Regen issued 666,666 of its Common Shares (“Shares”)for cash consideration of $33,333.

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 securities comprising the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of those securities. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.

On February22, 2016 Regen issued 1,000,000 of its Common Shares (“Shares”) for cash consideration of $12,500.

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 securities comprising the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of those securities. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.

Series A Preferred Stock

On January 28, 2016 Regen issued 1,000,000 shares of its Series A Preferred stock (“Shares”)for cash consideration of $50,000.

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 securities comprising the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of those securities. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.

On January 29, 2016 Regen issued 300,000 shares of its Series A Preferred stock (“Shares”)for cash consideration of $7,500.

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 securities comprising the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of those securities. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.

On February 22, 2016 Regen issued 333,333 shares of its Series A Preferred stock (“Shares”)for cash consideration of $16,666.

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 securities comprising the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of those securities. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.

On March 22, 2016 the Company issued 3,000,000 shares of its Series A Preferred stock for cash consideration of $37,500.

 

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 securities comprising the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of those securities. Cash proceeds received from sale will be utilized by Regen for general corporate purposes.

 

On April 7, 2016 Regen issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to David Koos, Regen’s Chief Executive Officer, as consideration for efforts expended by Koos with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate.

 

On April 7, 2016 Regen issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to Harry Lander , Regen’s President and Chief Scientific Officer, as consideration for efforts expended by Lander with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate.

 

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 securities comprising the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of those securities.

 

On April 7, 2016 Regen issued 10,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) to Tod Caven , Regen’s Chief Financial Officer, as consideration for efforts expended by Caven with regards to addressing all clinical hold issues identified by the United States Food and Drug Administration (FDA) related to Regen’s Investigational New Drug Application for HemaXellerate.

 

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 securities comprising the Shares stating that those securities have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of those securities.

 

On April 7, 2016 Regen issued 1,000,000 shares of Regen’s Series A Preferred Stock (“Shares”) in settlement of $10,000 of principal indebtedness.

 

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.

Item 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

  

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

None.

 

Item 5. OTHER INFORMATION

 

None

 

Item 6. EXHIBITS

 

31.1	Certification of Chief Executive Officer
31.2	Certification of Acting Chief Financial Officer
32.1	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.
10.1	Form of Convertible Note
10.2	David Koos  Agreement (a)
10.3	Harry Lander Agreement (b)
10.4	Todd Caven Agreement (c)
(a)	Incorporated by reference to Exhibit 10.1 of that 8-K dated April 8, 2016
(b)	Incorporated by reference to Exhibit 10.2 of that 8-K dated April 8, 2016
(c)	Incorporated by reference to Exhibit 10.3 of that 8-K dated April 8, 2016

 

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:	Principal Executive Officer
	Date:	May 4, 2016

 

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 May 4, 2016.

		Bio-Matrix Scientific Group, Inc.
	By:	/s/ David R. Koos
	Name:	David R. Koos
	Title:	Sole Director
	Date:	May 4, 2016

 

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 May 4, 2016.

		Bio-Matrix Scientific Group, Inc.
	By:	/s/ David R. Koos
	Name:	David R. Koos
	Title:	Principal Financial Officer
	Date:	May 4, 2016

 

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 May 4, 2016.

		Bio-Matrix Scientific Group, Inc.
	By:	/s/ David R. Koos
	Name:	David R. Koos
	Title:	Principal Accounting Officer
	Date:	May 4, 2016