Bio-Matrix Scientific Group Inc.
(OTCBB: BMSN)
November 10, 2008
Ms. Ta Tanisha Meadows
Staff Accountant
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
RE: Your Letter of October 24, 2008
Bio Matrix Scientific Group, Inc.
File No. 000-32201
Dear Ms. Meadows:
We received your letter regarding our Form 8K as filed for Bio Matrix Scientific Group, Inc. (the “Company”) regarding the Company’s change in independent accountant. In accordance with your request, the Company hereby offers the following in responses with each response numbered to follow the numbers assigned in your letter.
Response to Comment No. 1
The filing has been amended to disclose the exact date which is October 20, 2008.
Response to Comment No. 2
The paragraph has been amended from:
“Park’s report of the Company’s financial statements for the fiscal years ended September 30, 2007 and September 30, 2006 did not contain any adverse opinion or disclaimer of opinion, nor was modified as to uncertainty, audit scope, or accounting principles. The audit reports prepared by Park for the fiscal years ending September 30, 2007 and 2006 contained a paragraph with respect to the Company's ability to continue as a going concern.”
To
“Park’s report of the Company’s financial statements for the fiscal year ended September 30, 2007 did not contain any adverse opinion or disclaimer of opinion, nor was modified as to uncertainty, audit scope, or accounting principles with the exception of an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern.
Park’s report of the Company’s financial statements for the fiscal year ended September 30, 2006 did not contain any adverse opinion or disclaimer of opinion, nor was modified as to uncertainty, audit scope, or accounting principles with the exception of an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern.
Response to Comment No. 3.
The paragraph has been amended to read:
“On October 20, 2008, the Company’s Board of Directors approved the engagement of Moore & Associates, Chartered (“Moore”), as the Company’s independent auditor and independent registered public accounting firm. On October, 20, 2008 the Company engaged Moore as the Company’s independent auditor and independent registered public accounting firm. Until the appointment by the Company’s Board of Directors, there was no prior relationship between the Company and Moore.”
Response to Comment No. 4.
The Company acknowledges its obligations pursuant to Item 304(a)(3) and 601(b)(16) of Regulation S-K. The Company wishes to inform the Commission that it has supplied a copy of this 8K/A to Chang G. Park, CPA (“Park”) concurrently upon filing the same with the Commission, has requested that Park furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements made in the 8K/A and, if not, stating the respects in which it does not agree, and intends to file such letter as an exhibit upon receipt from Park.
Requested Acknowledgement
Please be advised that the Company and its officers and directors acknowledge that:
■ The Company is responsible for the adequacy and accuracy of the disclosure in the filing;
■ Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
■ The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any third person under the federal securities laws of the United States.
Thank you for your kind assistance and the courtesies that you have extended to assist the Company in complying with applicable disclosure requirements. Any additional questions may be directed to the undersigned.
Sincerely,
David R. Koos
Chairman & CEO
Bio-Matrix Scientific Group Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/ A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 2 0 , 2008
Bio-Matrix Scientific Group, Inc.
(Exact Name of Company as Specified in Charter)
Delaware | 0-32201 | 33-0824714 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
8885 Rehco Road, San Diego, California 92121
(Address of Principal Executive Offices, Zip Code)
Companys telephone number, including area code: (619) 398-3517 ext. 308
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
(a) On October 22 0 , 2008, Bio Matrix Scientific Group, Inc. (the Company) dismissed the firm of Chang G. Park, CPA (Park) as the Companys independent registered public accounting firm. The decision to dismiss Park was recommended and approved by the Companys board of directors.
Parks report of the Companys financial statements for the fiscal years ended September 30, 2007 and September 30, 2006 did not contain any adverse opinion or disclaimer of opinion, nor was modified as to uncertainty, audit scope, or accounting principles . with the exception of The audit reports prepared by Park for the fiscal years ending Spetember 30, 2007 and 2006 contained a paragraph with respect to the Company's ability to continue as a going concern. an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern.
Park’s report of the Company’s financial statements for the fiscal year ended September 30, 2006 did not contain any adverse opinion or disclaimer of opinion, nor was modified as to uncertainty, audit scope, or accounting principles with the exception of an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern.
During the most recent fiscal years ended September 30, 2007 and 2006 and through any subsequent interim period preceding Parks dismissal as the Companys independent accountant on October 20, 2008 there were no disagreements with Park on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the former accountant's satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its report.
None of the following events occurred within the Companys two most recent fiscal years and the subsequent interim period preceding Parks dismissal:
a.
Park advised the Company that the internal controls necessary for the Company to develop reliable financial statements do not exist;
b.
Park advised the Company that information has come to Parks attention that has led it to no longer be able to rely on managements representations, or that has made it unwilling to be associated with the financial statements prepared by management;
c.
(1) Park advised the Company of the need to expand significantly the scope of its audit, or that information has come to Parks attention during such time period that if further investigated may:
i.
Materially impact the fairness or reliability of either: a previously issued audit report or the underlying financial statements; or the financial statements issued or to be issued covering the fiscal period(s) subsequent to the date of the most recent financial statements covered by an audit report (including information that may prevent it from rendering an unqualified audit report on those financial statements), or
ii.
Cause it to be unwilling to rely on managements representations or be associated with the Companys financial statements, and
(2) Due to Parks dismissal or for any other reason, Park did not so expand the scope of its audit or conduct such further investigation; or
d.
(1) Park advised the Company that information has come to Parks attention that it has concluded materially impacts the fairness or reliability of either (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal period subsequent to the date of the most recent financial statements covered by an audit report (including information that, unless resolved to Parks satisfaction, would prevent it from rendering an unqualified audit report on those financial statements), and
(2) Due to Park's dismissal, or for any other reason, the issue has not been resolved to Park's satisfaction prior to its dismissal.
The Company provided Park with a copy of the disclosures in Item 4.01 of this Amended Report and requested that Park furnish the Company with a letter to the Securities and Exchange Commission stating whether it agrees with such disclosures and, if not, stating the respects in which it does not agree. A copy of that letter from Park will be filed by an amendment to this 8-K when received by the Company.
(b) On October 22, 2008, the Companys Board of Directors approved the engagement of Moore & Associates, Chartered (Moore), as the Companys independent auditor and independent registered public accounting firm. Until the appointment by the Companys Board of Directors, there was no prior relationship between the Company and Moore. On October 20, 2008, the Company’s Board of Directors approved the engagement of Moore & Associates, Chartered (“Moore”), as the Company’s independent auditor and independent registered public accounting firm. On October, 20, 2008 the Company engaged Moore as the Company’s independent auditor and independent registered public accounting firm. Until the appointment by the Company’s Board of Directors, there was no prior relationship between the Company and Moore.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BIO-MATRIX SCIENTIFIC GROUP, INC.
By: /s/ David Koos
David Koos
Chief Executive Officer
Dated: October 22, 2008 November 10, 2008
