Rivulet Media (RIVU) 10-Q 2009 Q2 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report under Section 13 or 15 (d) of

Securities Exchange Act of 1934

For Period ended March 31, 2009

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.)
8885 Rehco Road, San Diego, California	92121
(Address of Principal Executive Offices)	(Zip Code)

(619) 398-3517

(Registrant's telephone number, including area code)

Check whether the registrant (1) has filed all reports required to be filed by

Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding

12 months (or for such shorter period that the registrant was required to file

such reports), and (2) has been subject to such filing requirements for the past

90 days. Yes x     No o

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  oNo  x

There were 31,162,654 shares of Common Stock outstanding as of  March 31, 2009.

1

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

BIO-MATRIX SCIENTIFIC GROUP, INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Balance Sheets
	as of			as of
	March 31, 2009			September 30,2008
	(unaudited)
ASSETS
CURRENT ASSETS
Cash	$	6,621		$	8,410
Securities Available for sale					550,000
Pre-paid Expenses		29,011			49,258
Total Current Assets		35,632			607,668
PROPERTY & EQUIPMENT (Net of Accumulated Depreciation)		538,868			538,868
Other Assets		25,507			21,307
TOTAL ASSETS	$	600,007		$	1,167,843
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable	$	63,307		$	89,974
Notes Payable		330,539			111,459
Due to Shareholder		50,000
Accrued Payroll		306,000			150,000
Accrued Payroll  taxes		28,479			29,998
Accrued Interest		54,109			24,323
Accrued expenses		35,000			30,000
Current Portion of Convertible Note		503,400
Current Portion of Note to Affiliated party		1,000
Total Current Liabilities		1,371,834			435,754
LONG TERM LIABILITIES
Convertible Note (Less Current Portion)					503,400
Note to Affiliated Party (Less Current Portion)					500,000
TOTAL LIABILITIES		1,371,834			1,439,154
STOCKHOLDERS' EQUITY
Preferred Stock ($.0001 par value)
20,000,000 shares authorized; 5,668,547 and 4,724,478		474			567
issued and outstanding as of September 30, 2008 and March 31, 2009
Series AA Preferred Stock ($0.001 par value)
100,000 shares authorized, 4852 issued and outstanding
as of September 30, 2008 and March 31, 2009
Common Stock,  ($.0001  par value)
80,000,000 shares authorized;  24,870,869 and 31,162,654
shares issued and outstanding as of September 30, 2008 and March 31, 2008		3,117			2,488
Additional paid in Capital		8,280,520			7,631,648
Contributed Capital		499,000
Accumulated Other Comprehensive Income					50,000
Deficit accumulated during the development stage		(9,554,925	)		(7,956,014	)
Total Stockholders' Equity (Deficit)	$	(771,814	)	$	(271,311	)
TOTAL LIABILITIES
& STOCKHOLDERS' EQUITY	$	600,007		$	1,167,843

The Following Notes are an integral part of these Financial Statements

2

BIO-MATRIX SCIENTIFIC GROUP, INC. AND SUBSIDIARIES

(A Development Stage Company)

Condensed Consolidated Statements of Operations

	3 Months			3 Months			6 Months			6 months			From Inception
	Ended			Ended			Ended			Ended			(August 2, 2005)
	March 31, 2009			March 31, 2008			March 31, 2009			March 31, 2008			through
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			March 31,2009
													(unaudited)
REVENUES
Sales	$	-		$	-		$	-		$	-		$	-
Total Revenues		0			0			0			0			0
COSTS AND EXPENSES
Research and Development		36,147			37,068			79,775			71,375			737,682
General and administrative		252,395			225,376			509,599			450,651			3,924,803
Depreciation and amortization					333						453			2,668
Consulting and professional fees		403,289			228,321			465,589			278,765			4,224,121
Impairment of goodwill & intangibles														34,688
Total Costs and Expenses		691,831			399,091			1,054,963			801,244			8,923,962
OPERATING LOSS		(691,831	)		(399,091	)		(1,054,963	)		(801,244	)		(8,923,962	)
OTHER INCOME & (EXPENSES)
Interest Expense		(30,457	)		(18,334	)		(56,047	)		(21,993	)		(143,395	)
Interest Income														306
Other income					100						100			100
Loss on sale of Available for Sale Securities		(487,900	)					(487,900	)					(487,900	)
Other Expense														(74	)
Total Other Income & (Expenses)		(518,357	)		(18,234	)		(543,947	)		(21,893	)		(630,963	)
NET INCOME (LOSS)	$	(1,210,188	)	$	(417,325	)	$	(1,598,910	)	$	(823,137	)	$	(9,554,925	)
Loss attributable to common shareholders	$	(1,210,188	)	$	(417,325	)	$	(1,598,910	)	$	(823,137	)	$	(9,554,925	)
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE	$	(0.0380	)	$	(0.0170	)	$	(0.1430	)	$	(0.0350	)
WEIGHTED AVERAGE NUMBER OF COMMON		31,336,601			23,548,744			11,173,861			23,442,004
SHARES OUTSTANDING
The Following Notes are an integral part of these Financial Statements

3

BIO-MATRIX SCIENTIFIC GROUP INC. AND SUBSIDIARIES

(A Development Stage  Company)

Condensed Consolidated Statements of Stockholders' Equity

From August 2, 2005 through March 31, 2009

																					��
	Series																						Accumulated
	AA Preferred			Preferred						Common					Additional Paid-in			Retained			Contributed		Other Comprehensive
	Shares		Amount	Shares			Amount			Shares		Amount			Capital			Earnings			Capital		Income(Loss)			Total
Shares issued to parent											25,000		35,921			0											35,921
Net Loss August 2, 2005																											0
through September 30, 2005																			(1,000	)							(1,000	)
Balance September 30, 2005											25,000		35,921			0			(1,000	)							34,921
Net Loss October 1, 2005																											0
through December 31, 2005																			(366,945	)							(366,945	)
Balance December 31, 2005											25,000		35,921			0			(367,945	)							(332,024	)
Recapitalization											9,975,000		(34,921	)		34,921											0
Stock issued Tasco merger											2,780,000		278			(278	)										0
Stock issued for services											305,000		31			759,719											759,750
Stock issued for Compensation											300,000		30			584,970											585,000
Net Loss January 1, 2006
through September 30, 2006																			(2,053,249	)							(2,053,249	)
Balance September 30, 2006											13,385,000		1,339			1,379,332			(2,421,194	)							(1,040,523	)
Stock issued for services											100,184		10			112,524											112,534
Stock issued for Compensation											153,700		15			101,465											101,480
Stock issued in exchange for canceling debt											2,854,505		284			1,446,120											1,446,404
Net Loss October 1, 2006
through December 31, 2006																			(466,179	)							(466,179	)
Balance December 31, 2006											16,493,389		1,649			3,039,441			(2,887,373	)							153,717
Stock issued for cash											500,000		50			124,950											125,000
Stock issued for services											359,310		36			235,042											235,078
Stock issued for Compensation											143,920		14			88,400											88,414
Stock issued in exchange for canceling debt											500,000		50			124,950											125,000
Net Loss January 1, 2007
through March 31, 2007																			(515,624	)							(515,624	)
Balance March 31, 2007											17,996,619		1,800			3,612,783			(3,402,997	)							211,585
Stock issued for cash											240,666		24			60,142											60,166
Stock issued for services											406,129		41			222,889											222,930
Stock issued for Compensation											150,000		15			110,435											110,450
Stock issued in exchange for canceling debt											1,316,765		132			329,059											329,191
Net Loss April 1, 2007
through June 30, 2007																			(718,955	)							(718,955	)
Balance June 30, 2007											20,110,179		2,011			4,335,308			(4,121,952	)							215,367
Stock issued for cash											1,200,000		120			299,880											300,000
Stock issued for services											1,253,000		125			404,125											404,250
Stock issued for Compensation											100,000		10			24,990											25,000
Stock issued in exchange for canceling debt											566,217		57			143,940											143,997
Net Loss July 1, 2007
through September 30, 2007																			(751,989	)							(751,989	)
Balance September 30, 2007											23,229,396		2,323			5,208,244			(4,873,941	)							336,626
Stock issued for Cash
Stock issued for services											191,427		19			62,108											62,127
Net Loss October 1, 2007
through December 31, 2007																			(405,812	)							(405,812	)
Balance December 31, 2007											23,420,823		2,342			5,270,352			(5,279,753	)							(7,059	)
Stock issued for cash					575,000			57								114,942											114,999
Stock issued for services					340,000			35			146,705		15			106,651											106,701
Net Loss January 1 2008
through March 31, 2008																			(417,325	)							(417,325	)
Balance March 31, 2008					915,000			92			23,567,528		2,357			5,491,945			(5,697,078	)							(202,684	)
Stock issued for cash					2,154,850			215								672,172											672,387
Stock issued for services					1,421,725			142			232,000		23			613,439											613,604
Stock issued for accrued interest											31,245		3			17,293											17,296
Stock issued as dividend					1,075,087			108								(108	)										0
Net Loss April 1,2008
to June 30, 2008																			(1,063,446	)							(1,063,446	)
Balance June 30, 2008					5,566,662			557			23,830,773		2,383			6,794,741			(6,760,524	)							37,158
Series AA Stock issued to Officer July 3, 2008		4,852
Stock issued for services July 8, 2008											905,000		91			769,159											769,250
Stock issued for Cash July 2, 2008					11,667			1			��					3,499											3,500
Stock issued for Cash July 25, 2008 (Warrant Exercise)					90,000			9								17,991											18,000
Stock issued for  interest between July 30, 2008 and August 30, 2008											85,087		9			21,263											21,272
Stock issued for services September 3, 2008											50,000		5			24,995											25,000
Stock issued due to rounding					218						9
Net Loss July 1, 2008 to September 30, 2008																			(1,195,491	)							(1,195,491	)
Accumulated other Comprehensive Income as of September 30, 2008																								50,000			50,000
Balance September 30, 2008		4,852			5,668,547			567			24,870,869		2,488			7,631,648			(7,956,015	)				50,000			(271,311	)
Stock Retired in connection with Exchange for Common Shares December 2, 2008					(1,099,000	)		(109	)																		(109	)
Stock issued in connection with Exchange for Preferred Shares December 2, 2008											1,099,000		109														109
Stock Issued for Accrued Interest on December 3, 2008											133,124		13			33,268											33,281
Stock issued for Cash December 31, 2008					66,670			7								6,660											6,667
Stock issued for services December 31, 2008					33,330			3								3,330											3,333
Stock issued for Cash December 31, 2008					75,000			8								11,242											11,250
Contributed capital																						499,000					499,000
Net Loss October 1, 2008 to December 31, 2008																			(388,722	)							(388,722	)
Accumulated other Comprehensive Income as of December 31, 2008																								(540,000	)		(540,000	)
Balance December 31, 2008		4,852			4,744,547			476			26,102,993		2,610			7,686,148			(8,344,737	)		499,000		(490,000	)		(646,502	)
Stock issued for Services January 7,2009					50,000			5								7,495											7,500
Stock issued for Services January 7, 2009											1,400,000		140			209,860											210,000
Stock issued for Cash January  7,2009					67,000			7								6,693											6,700
Stock issued for Cash January  14,2009											1,300,000		130			104,868											104,998
Stock issued for Cash January 14,2009					25,000			2
Stock issued for Cash January 15,2009											35,000		4			6,996											7,000
Stock issued for Services January 15, 2009											100,000		10			19,990											20,000
Stock issued for Services January 21, 2009											37,925		4			11,373											11,377
Stock issued for Cash January 21, 2009											35000		4			6,996											7,000
Stock Retired in connection with Exchange for Common Shares January 27,2009					(27,450	)		(3	)																		(3	)
Stock issued in connection with Exchange for Preferred Shares January 27,2009											27,450		3														3
Stock issued for Cash January 28, 2009											10,000		1			1,999											2,000
Stock issued for cash February 3, 2009					63,000			6								6294											6,300
Stock issued for Services January 24,2009											200,000		20			35980											36,000
Stock issued for cash February 13, 2009					200,000			20								29,980											30,000
Stock issued for cash February 25, 2009					66,667			7								5,993											6,000
Stock Issued for Debt March 3, 2009											1,000,000		100			99,900											100,000
Stock Retired in connection with Exchange for Common Shares March 10 ,2009					(214,286	)		(21	)																		(21	)
Stock issued in connection with Exchange for Preferred Shares march 10, 2009											214286		21														21
Stock Retired in connection with Exchange for Common Shares March 13 ,2009					(250,000	)		(25	)																		(25	)
Stock issued in connection with Exchange for Preferred Shares march 13, 2009											250,000		25														25
Stock issued for Cash March 13, 2009											200,000		20			14,980											15,000
Stock issued for services March 31, 2009											250,000		25			24,975											25,000
Accumulated Other Comprehensive Income as of March 31, 2009																								490,000			490,000
Net Loss January 1, 2009 to march 31, 2009																			(1,210,188	)							(1,210,188	)
Balance March 31, 2009		4,852			4,724,478			474			31,162,654		3,117			8,280,520			(9,554,925	)		499,000		0			(771,815	)
The Following Notes are an integral part of these Financial Statements

4

Bio Matrix Scientific Group, Inc. and Subsidiaries

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flow

							From August 2, 2005
							(Inception)
	6 months Ended			6 months Ended			through
	March 31, 2009			March 31, 2008			March 31, 2009
	(unaudited)			(unaudited)			(unaudited)
OPERATING ACTIVITIES
Net Income (loss)	$	(1,598,910	)	$	(823,137	)	$	(9,554,925	)
Adjustments to reconcile net loss to net cash (used in) provided
by operating activities:
Depreciation expense					453			2,667
Stock issued for compensation to employees								910,342
Stock issued for services rendered by consultants		313,210			168,829			3,634,424
Stock issued for interest		33,281						71,849
Changes in operating assets and liabilities:
(Increase) decrease in receivables					(113	)
(Increase) decrease in prepaid expenses		34,283			(88,290	)		(14,975	)
Increase (Decrease) in Accounts Payable		(26,667	)		115,032			63,307
Increase (Decrease) in Accrued Expenses		175,231			123,999			439,499
Net Cash Provided by (Used in) Operating Activities		(1,069,572	)		(503,227	)		(4,457,812	)
INVESTING ACTIVITIES
( Increase) Decrease in Deposits		(4,200	)					(25,507	)
Purchases of fixed assets					(130,907	)		(541,536	)
(Additions) Decreases  to Securities Available for Sale		500,000						0
Net Cash Provided by (Used in) Investing Activities		495,800			(130,907	)		(567,043	)
FINANCING ACTIVITIES
Preferred Stock issued for cash		57			57			339
Common stock issued for cash		158						1,631
Common Stock issued for Debt		100,000						100,000
Additional paid in Capital		202,701			114,942			1,530,919
Principal borrowings on notes and Convertible Debentures		219,080			85,349			1,149,995
Increase (Decrease) Due to Shareholder		50,000						50,000
Convertible notes					503,400			503,400
Contributed Capital		499,000						499,000
Increase (Decrease) in Bank Overdraft					(11,534	)		0
Net borrowings from related parties								1,195,196
Increase (Decrease) in Notes from Affiliated party		(499,000	)					1,000
Net Cash Provided by (Used in) Financing Activities		571,996			692,214			5,031,480
Net Increase (Decrease) in Cash		(1,776	)		58,080			6,621
Cash at Beginning of Period		8,410			44,110			0
Cash at End of Period	$	6,621		$	102,190		$	6,621
Supplemental  Cash Flow Disclosures:
Significant non-cash activities:
Stock issued to cancel debt								2,044,592
Preferred stock issued for stock dividend								108
Total								2,044,700
The Following Notes are an integral part of these Financial Statements

5

BIO-MATRIX SCIENTIFIC GROUP, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to condensed consolidated Financial Statements

As of March 31, 2009

NOTE 1 - BASIS OF PRESENTATION

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in  accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these condensed consolidated interim financial statements be read in conjunction with the financial statements of the Company for the period ended September 30, 2008 and notes thereto included in the Company's 10-KSB annual report.  The Company follows the same accounting policies in the preparation of interim

reports.

Results of operations for the interim periods are not indicative of annual results.

NOTE 2. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company generated net losses of $9,554,925 during the period from August 2, 2005 (inception) through March 31, 2009. 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 through debt or equity offerings. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings.

NOTE 3. WARRANTS AND OPTIONS

On  January 7, 2009  the Company issued 67,000 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.10 per share, for consideration consisting of $6,700

As an additional incentive to purchase the Units and not as a characteristic, right or designation of the Preferred Stock.  The Company has also entered into agreements with the abovementioned recipient of Units whereby the Company has agreed to exchange, at any time subsequent to six months from issuance at the demand of the purchaser, any and all Preferred Shares owned by that purchaser through either the purchase of the Units or exercise of the Warrants into an equivalent number of shares of the company’s common stock.

On  February 3,  2009  the Company issued 63,000 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.10 per share, for consideration consisting of $6,300

As an additional incentive to purchase the Units and not as a characteristic, right or designation of the Preferred Stock.  The Company has also entered into agreements with the abovementioned recipient of Units whereby the Company has agreed to exchange, at any time subsequent to six months from issuance at the demand of the purchaser, any and all Preferred Shares owned by that purchaser through either the purchase of the Units or exercise of the Warrants into an equivalent number of shares of the company’s common stock.

On  February 13,  2009  the Company issued 200,000 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.15 per share, for consideration consisting of $30,000.

As an additional incentive to purchase the Units and not as a characteristic, right or designation of the Preferred Stock.  The Company has also entered into agreements with the abovementioned recipient of Units whereby the Company has agreed to exchange, at any time subsequent to six months from issuance at the demand of the purchaser, any and all Preferred Shares owned by that purchaser through either the purchase of the Units or exercise of the Warrants into an equivalent number of shares of the company’s common stock.

On  February 25,  2009  the Company issued 66,667 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.9 per share, for consideration consisting of $6,000.

As an additional incentive to purchase the Units and not as a characteristic, right or designation of the Preferred Stock.  The Company has also entered into agreements with the abovementioned recipient of Units whereby the Company has agreed to exchange, at any time subsequent to six months from issuance at the demand of the purchaser, any and all Preferred Shares owned by that purchaser through either the purchase of the Units or exercise of the Warrants into an equivalent number of shares of the company’s common stock.

6

Summary of the Company's warrants as of March 31, 2009 and 2008 and changes during the periods is as follows:

	2009				2008
	Warrants		Weighted Average		Warrants		Weighted Average
	Preferred Stock		Exercise Price		(Common)		Exercise Price
Outstanding at Beginning of Period		141,670		0.13		0
Granted		396,667		0.12		915,000		0.3
Exercised		0		.		0
Expired Unexercised		-141670		0.13		0
Outstanding at End of period		396,667		0.12		915,000		0.3

The following table summarizes information regarding Preferred stock purchase warrants outstanding at March 31, 2009

				Weighted Average
	Exercise Price		Number Outstanding	Remaining Contract Life (Days)
		.10	67,000		7
		.10	63,000		37
		0.15	200,000		43
		0.09	66,667		55
Total outstanding as of March 31, 2009			396,667

NOTE 4. INCOME TAXES

As of March 31,2009
Deferred tax assets:
Net operating tax carry forwards	$	3,357,739
Other		-0-
Gross deferred tax assets		3,357,739
Valuation allowance		(3,357,739)
Net deferred tax assets	$	-0-

As of  March 31, 2009 the Company has a  Deferred Tax Asset of  $3,357,739 completely attributable to net operating loss carry forwards  of approximately $9,593,541 ( 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 and

(b) $9,554,925 attributable to Bio Matrix Scientific Group, Inc. a Nevada corporation (“BMSG”).

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.

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NOTE 5. RELATED PARTY TRANSACTION

On March 2, 2009  the Company issued 1,000,000 of its common shares to Bombardier Pacific Ventures, Inc. (“Bombardier”) , a company controlled by David Koos , our Chairman and CEO,  in satisfaction of $100,000 owed to Bombardier by the Company.

As of March 31, 2009,  the Company is  indebted in the aggregate amount of $296,911 to Bombardier , exclusive of amounts owed due to the purchase of marketable securities described below. These amounts are  callable at par plus any accrued and unpaid interest by the  upon five days written notice, and  bears simple interest at 15% maturing, for each amount lent,  within one year of issuance.

NOTE 6. STOCK TRANSACTIONS

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

Common Stock

On January 7, 2009 the Company issued 1,400,000 shares of common stock for services valued at $210,000

On January 14, 2009 the Company issued 1,300,000 shares of common stock for consideration of $104,998.

On January 15, 2009 the Company issued 35,000 shares of common stock for consideration of $7,000

On January 15, 2009 the Company issued 100,000 shares of common stock for services valued at $20,000

On January 21, 2009 the Company issued 37,925 shares of common stock for services valued at $11,377

On January 21, 2009 the Company issued 35,000 shares of common stock for consideration of $7,000

On January 27,2009  the Company issued 27,450 shares of common stock to Preferred Shareholders in exchange for 27,450 shares of preferred stock.

On January 24, 2009 the Company issued 200,000 of common stock for services valued at $36,000.

On January 28, 2009 the Company issued 10,000 shares of common stock for consideration of $2,000.

On March 3, 2009 the Company issued 1,000,000 common shares in satisfaction of $100,000 of debt.

On March 10, 2009 the Company issued 214,286  shares of common stock to Preferred Shareholders in exchange for 214,286  shares of preferred stock.

On March 13, 2009 the Company issued 250,000  shares of common stock to Preferred Shareholders in exchange for 250,000  shares of preferred stock.

On March 13, 2009 the Company issued 200,000 shares of common stock for consideration of $20,000

On March 31, 2009 the Company issued 250,000 of common stock for services valued at $25,000

Preferred Stock

On January 7, 2009 the Company issued 50,000 shares of preferred stock for services valued at $7,500.

On  January 7, 2009  the Company issued 67,000 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.10 per share, for consideration consisting of $6,700.

On January 14, 2009 the Company issued 25,000 shares of preferred stock for par value.

On January 27,2009  the Company issued 27,450 shares of common stock to Preferred Shareholders in exchange for 27,450 shares of preferred stock which was retired.

On  February 3,  2009  the Company issued 63,000 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.10 per share, for consideration consisting of $6,300.

On  February 13,  2009  the Company issued 200,000 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.15 per share, for consideration consisting of $30,000.

On  February 25,  2009  the Company issued 66,667 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.9 per share, for consideration consisting of $6,000.

On March 10, 2009 the Company issued 214,286  shares of common stock to Preferred Shareholders in exchange for 214,286  shares of preferred stock.

On March 13, 2009 the Company issued 250,000  shares of common stock to Preferred Shareholders in exchange for 250,000  shares of preferred stock.

NOTE 7. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as of March 31, 2009:

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

4,724,478 Preferred shares issued and outstanding.

4,852 Series AA Preferred Shares issued and outstanding

·Common stock, $ 0.0001 par value; 80,000,000 shares authorized: 31,162,854 shares issued and outstanding.

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NOTE 8. COMMITMENTS AND CONTINGENCIES

On October 7, 2008,  a  Complaint  (“Complaint”)  was filed  in the District Court of Clark County Nevada against the Company,  the Company’s Chairman, and   Freedom Environmental Services, Inc. (collectively “Defendants”) by Princeton Research, Inc. (“Princeton”) seeking to recover unspecified General damages in excess of $10,000, unspecified specific damages, an order from the court declaring that the defendants fraudulently conveyed assets from BMXP to the Company, attorney’s fees and cost of suit based on allegations that the sale of  Bio Matrix Scientific Group, Inc., a Nevada corporation,  to the Company as well as the name change and cessation of operations of Freedom Environmental Services, Inc constitute a breach of contract by , fraudulent conveyance by,  and unjust enrichment of the Defendants. On November 11, 2008 the company filed a Motion to Dismiss or in the Alternative an Order requiring Princeton to provide a more definitive statement of the allegations contained in the Complaint. The Company believes that the allegations in the complaint are without merit and intends to vigorously defend its interests in this matter.  At this time, it is not possible to predict the ultimate outcome of these matters. Accordingly, the Company has not recorded any expense or liability for potential amounts associated with these claims.

NOTE 9.  PREFERRED STOCK OFFERINGS

On  January 7, 2009  the Company issued 67,000 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.10 per share, for consideration consisting of $6,700

As an additional incentive to purchase the Units and not as a characteristic, right or designation of the Preferred Stock.  The Company has also entered into agreements with the abovementioned recipient of Units whereby the Company has agreed to exchange, at any time subsequent to six months from issuance at the demand of the purchaser, any and all Preferred Shares owned by that purchaser through either the purchase of the Units or exercise of the Warrants into an equivalent number of shares of the company’s common stock.

On January 14, 2009 the Company issued 25,000 shares of preferred stock for par value.

On  February 3,  2009  the Company issued 63,000 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.10 per share, for consideration consisting of $6,300

As an additional incentive to purchase the Units and not as a characteristic, right or designation of the Preferred Stock.  The Company has also entered into agreements with the abovementioned recipient of Units whereby the Company has agreed to exchange, at any time subsequent to six months from issuance at the demand of the purchaser, any and all Preferred Shares owned by that purchaser through either the purchase of the Units or exercise of the Warrants into an equivalent number of shares of the company’s common stock.

On  February 13,  2009  the Company issued 200,000 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.15 per share, for consideration consisting of $30,000.

As an additional incentive to purchase the Units and not as a characteristic, right or designation of the Preferred Stock.  The Company has also entered into agreements with the abovementioned recipient of Units whereby the Company has agreed to exchange, at any time subsequent to six months from issuance at the demand of the purchaser, any and all Preferred Shares owned by that purchaser through either the purchase of the Units or exercise of the Warrants into an equivalent number of shares of the company’s common stock.

On  February 25,  2009  the Company issued 66,667 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.9 per share, for consideration consisting of $6,000.

As an additional incentive to purchase the Units and not as a characteristic, right or designation of the Preferred Stock.  The Company has also entered into agreements with the abovementioned recipient of Units whereby the Company has agreed to exchange, at any time subsequent to six months from issuance at the demand of the purchaser, any and all Preferred Shares owned by that purchaser through either the purchase of the Units or exercise of the Warrants into an equivalent number of shares of the company’s common stock.

NOTE 10.  SUBSEQUENT EVENTS

On or about April 21, 2009   the Company filed a CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B PREFERRED STOCK (“Certificate of Designations”) with the Delaware Secretary of State setting forth the preferences rights and limitations of a newly authorized series of preferred stock designated and known as “Series B Preferred Stock” (hereinafter referred to as “Series B Preferred Stock”).

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The Board of Directors of the Company has authorized 2,000,000  shares of the Series B Preferred Stock. 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. Except as otherwise required by law, holders of Common Stock, other series of Preferred issued by the Corporation,  and Series B Preferred Stock shall vote as a single class on all matters submitted to the stockholders. The holders of Series B Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Delaware Law, in its discretion, from funds legally available therefore. 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.

On April 21, 2009 the Board of Directors of the Company authorized

(a) a dividend to Common shareholders of record as of May 5, 2009 (“Record Date”) to be paid to Common shareholders on or about May 15, 2009 such dividend to be payable in shares of the company’s authorized but unissued Series B Preferred stock .0001 par value and to consist of one share of Series B Preferred Stock for every fifty shares of Bio-Matrix Scientific Group, Inc. Common Stock owned as of the Record Date. The Preferred Share dividends will only be issued in the name of the beneficial owner of the Bio-Matrix Scientific Group Common Stock and no dividend shares will be issued in the name of a broker dealer to disseminate to its clients. Broker Dealers holding Common shares on behalf of clients shall be required to produce lists of Common shareholders designated by such Broker-Dealers as beneficial owners of the Company’s Common stock as of the Record Date. Any lists provided by Broker Dealers must reconcile with records on file with the Depository Trust and Clearance Corporation before the dividend may be paid by the Company

(b)   a dividend to Preferred shareholders of record as of May 5, 2009 (“Record Date”) to be paid to Preferred shareholders on or about May 15, 2009, such dividend to be payable in shares of the company’s authorized but unissued preferred stock ..0001 par value and to consist of one share of Series B Preferred Stock for every fifty shares of Bio-Matrix Scientific Group, Inc. Preferred Stock owned as of the Record Date. The Preferred Share dividends will only be issued in the name of the beneficial owner of the Bio-Matrix Scientific Group Preferred Stock and no dividend shares will be issued in the name of a broker dealer to disseminate to its clients. The Preferred Share dividends will only be issued in the name of the beneficial owner of the Bio-Matrix Scientific Group Preferred Stock and no dividend shares will be issued in the name of a broker dealer to disseminate to its clients. Broker Dealers holding Preferred shares on behalf of clients shall be required to produce lists of Preferred shareholders designated by such Broker-Dealers as beneficial owners of the Company’s Preferred stock as of the Record Date. Any lists provided by Broker Dealers must reconcile with records on file with the Depository Trust and Clearance Corporation before the dividend may be paid by the Company. To the knowledge of the Company, currently no Preferred Shares are being held by Broker Dealers on behalf of clients.

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 concerning 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 10KSB for the year ended September 30, 2008. All references to” We”, “Us”,  “Company” or the “Company” refer to Bio-Matrix Scientific Group, Inc.

Material Changes in Financial Condition:

As of March 31, 2009, we had cash on hand of  $6,621  and as of September 30, 2008 we had cash on hand of   $8,410 .

The decrease in cash on hand of approximately 21% is primarily attributable to payments of operating expenses.

As of December 31, 2008 we had Securities Available for Sale of $0 as of September 30, 2008 we had Securities Available for Sale of $550,000

The decrease in Securities Available for Sale of  100% is primarily attributable to the liquidation of 1,000,000 common shares of Freedom Environmental Services, Inc.. These shares comprised the Company’s entire portfolio of Securities Available for Sale

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As of March 31, 2009, we had prepaid expenses of $29,011  and as of September 30, 2008  we had prepaid expenses of  $49,258.

The decrease in prepaid expenses of approximately 41% is primarily attributable to the recognition of expenses from September 30, 2008 to March 31, 2009 of approximately  $37,776 of a prepaid 12 month Contract entered into on March 21, 2008 

As of March  31, 2009 we had Other Assets of $25,507   and as of September 30, 2008 we had Other Assets of  $21,307.

The increase in Other Assets of approximately 20% is attributable to a security deposit on additional office space.

As of March 31, 2009 we had Accounts Payable of  $63,037 and as of September 30, 2008 we had Accounts Payable of  $89,974.

The decrease  in Accounts Payable of approximately 30% is primarily attributable to  payments of outstanding obligations to outside contractors and payments of outstanding invoices.

As of March 31, 2009 we had Notes Payable of  $330,539  and as of September 30, 2008 we had Notes Payable of  $111,459.

The increase in Notes Payable of approximately 200 % is attributable to increased borrowing to cover operational costs.

As of March 31, 2009 we had Accrued Payroll of $306,000  and as of September 30, 2008 we had Accrued Payroll of  $150,000.

The increase in Accrued Payroll of approximately 100% is primarily attributable to  increases in employee compensation which have accrued and have not yet been paid.

As of March  31, 2009 we had Accrued Expenses  of $35,000  and as of September 30, 2008 we had Accrued Expenses of  $30,000.

The increase in Accrued Expenses  of approximately 17% is primarily attributable to  an expense incurred yet not paid as of December 31, 2008 of $5,000 incurred pursuant to the Company’s license agreement with the Regents of the University of California

On September 29, 2008, the Company purchased 1,000,000 of the common shares of Freedom Environmental Services, Inc. (“FESI shares”)  from Bombardier Pacific Ventures, Inc. (“Bombardier”) , a company controlled by David Koos , our Chairman and CEO,  for consideration consisting of a Promissory Note (“Note”) in the principal amount of $500,000 issued by BMSN to Bombardier, resulting in an amount owed pursuant to the Note of $500,000 as of September 30, 2008.

Pursuant to the terms and conditions of the Note, the entire principal amount of $500,000 together with accrued simple interest of 10% per annum, is due and payable to Bombardier on November 29, 2009.

On December 21, 2008 Bombardier modified the Promissory Note with BMSN. Bombardier agreed to accept $1,000 en lieu of the original $500,00 payment owed by the Company to  Bombardier for the purchase of FESI shares. This resulted in a decrease of $499,000 of the amount due pursuant to the Note as of  March 31, 2009, a decrease of approximately 99% from September 30, 2008.

Amounts Due to Shareholder were  $50,000 as of March 31, 2009 as opposed to $-0- as of September 30, 2008. This increase is attributable to funds of $50,000 advanced to the company by a non affiliate shareholder in anticipation of structuring a transaction at some future date.

Material Changes in Results of Operations

Revenues were -0- for the quarter ending March 31, 2009 and -0- for the same quarter ending March 31, 2008. Net losses were $ 1, 210,188 for the three months ended March 31, 2009 and $417,325 for the same period ended march 31, 2008, an increase of approximately 189%.

This increase in Net Losses is primarily attributable to (a) $487,000 loss realized by the Company related to the company’s sale of 1,000,000 common shares of Freedom Environmental Services, Inc.  (b) increased professional and consulting fees primarily attributable to business development activities performed for the Company by outside parties and (c) increased interest expenses attributable to increases in Company indebtedness incurred in order to fund Company operations.

Revenues were -0- for the six month period ending March 31, 2009 and -0- for the comparable period  ending March 31, 2008. Net Losses were for $1,598,910 the  six months ended March 31, 2009 and $823, 137 for the same period ended March 31, 2008 , an increase of approximately 94%.

This increase in Net Losses is primarily attributable to (a) $487,000 loss realized by the Company related to the company’s sale of 1,000,000 common shares of Freedom Environmental Services, Inc.  (b) increased professional and consulting fees and (c) increased interest expenses attributable to increases in Company indebtedness incurred in order to fund Company operations.

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Liquidity and Capital Resources

As of March 31, 2009 , we had $6,621 cash on hand and current liabilities of $1,371,834 such liabilities consisting of Accounts Payable, Notes Payable, Accrued Payroll Taxes, Amounts due to Shareholder, Accrued Expenses  and Accrued Interest.

We feel we will not be able to satisfy its cash requirements over the next twelve months and shall be required to seek additional financing.

At this time, we plan to fund our financial needs through operating revenues (which cannot be assured) and, if required, through equity private placements of common stock. (No plans, terms, offers or candidates have yet been established and there can be no assurance that the company will be able to raise funds on terms favorable to us or at all.) 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.

We were not party to any material commitments for capital expenditures as of the end of the quarter ended March 31, 2009.

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, 2009 and ending March 31, 2009 , 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.

On October 7, 2008, a  Complaint  (“Complaint”)  was filed  in the District Court of Clark County Nevada against the Company,  the Company’s Chairman, and  BMXP (currently named Freedom Environmental Services, Inc.) (collectively “Defendants”) by Princeton Research, Inc. (“Princeton”) seeking to recover unspecified General damages in excess of $10,000, unspecified specific damages, an order from the court declaring that the defendants fraudulently conveyed assets from BMXP to the Company, attorney’s fees and cost of suit based on allegations that the sale of BMSG to the Company as well as the name change and cessation of operations of BMXP constitute a breach of contract by , fraudulent conveyance by,  and unjust enrichment of the Defendants. The Company believes that the allegations in the complaint are without merit and intends to vigorously defend its interests in this matter.  At this time, it is not possible to predict the ultimate outcome of these matters.

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

On January 7, 2009 the Company issued 1,400,000 shares of common stock  for services valued at $210,000.

The offer and sale of the shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

The shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares.

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

On January 7, 2009 the Company issued 50,000 shares of preferred stock for services valued at $7,500.

The offer and sale of the shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

The shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares.

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

On  January 7, 2009  the Company issued 67,000 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.10 per share, for consideration consisting of $6,700.

As an additional incentive to purchase the Units and not as a characteristic, right or designation of the Preferred Stock the Company has also entered into agreements with the abovementioned recipient of Units whereby the Company has agreed to exchange, at any time subsequent to six months from issuance at the demand of the purchaser, any and all Preferred Shares owned by that purchaser through either the purchase of the Units or exercise of the Warrants into an equivalent number of shares of the company’s common stock.

The net proceeds, which are $6,700, were utilized for general working capital purposes. No underwriters were retained to serve as placement agents for the sale. These Units were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Units. There was no advertisement or general solicitation made in connection with this offer and sale of the Units. The offer and sale of the Units was exempt from the registration provisions of the Securities Act by reason of Section 4(2) thereof. Management made its determination of the availability of such exemption based upon the facts and circumstances surrounding the offer and sale of the Units, including the representations and warranties made by the purchaser and the fact that a restrictive legend was placed on the securities comprising the Units and restrictive legends will be placed on, and stop transfer orders placed against, the certificates for any Common Shares which may be issued in accordance with the abovementioned agreements with the Unit holder.

On January 14, 2009 the Company issued 1,300,000 shares of common stock and 25,000 shares of preferred stock (“Shares”)for consideration of $104,998.

The offer and sale of the Shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

The Shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the Shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.

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

The net proceeds, which are $104,998, were utilized for general working capital purposes.

On January 15, 2009 the Company issued 35,000 shares of common stock for consideration of $7,000.

The offer and sale of the shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

The shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares.

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

The net proceeds, which are $7,000, were utilized for general working capital.

On January 15, 2009 the Company issued 100,000 shares of common stock for services valued at $20,000.

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The offer and sale of the shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

The shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares.

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

On January 21, 2009 the Company issued 37,925 shares of common stock for services valued at $11,377

The offer and sale of the shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

The shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares.

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

On January 21, 2009 the Company issued 35,000 shares of common stock for consideration of $7,000

The offer and sale of the shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

The shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares.

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

The net proceeds, which are $7000, were utilized for general working capital.

On January 27, 2009  the Company issued 27,450 shares of common stock  to Preferred Shareholders in exchange for 27,450 shares of preferred stock which were retired.

The offer and sale of the shares of common stock  was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

The shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares of common stock  .

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

On January 24, 2009 the Company issued 200,000 of common stock for services valued at $36,000.

The offer and sale of the shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

The shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares.

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

On January 28, 2009 the Company issued 10,000 shares of common stock for consideration of $2,000.

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The offer and sale of the shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

The shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares.

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

The net proceeds, which are $2000, were utilized for general working capital.

On  February 3,  2009  the Company issued 63,000 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.10 per share, for consideration consisting of $6,300.

As an additional incentive to purchase the Units and not as a characteristic, right or designation of the Preferred Stock the Company has also entered into agreements with the abovementioned recipient of Units whereby the Company has agreed to exchange, at any time subsequent to six months from issuance at the demand of the purchaser, any and all Preferred Shares owned by that purchaser through either the purchase of the Units or exercise of the Warrants into an equivalent number of shares of the company’s common stock.

The net proceeds, which are $6,300, were utilized for general working capital purposes. No underwriters were retained to serve as placement agents for the sale. These Units were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Units. There was no advertisement or general solicitation made in connection with this offer and sale of the Units. The offer and sale of the Units was exempt from the registration provisions of the Securities Act by reason of Section 4(2) thereof. Management made its determination of the availability of such exemption based upon the facts and circumstances surrounding the offer and sale of the Units, including the representations and warranties made by the purchaser and the fact that a restrictive legend was placed on the securities comprising the Units and restrictive legends will be placed on, and stop transfer orders placed against, the certificates for any Common Shares which may be issued in accordance with the abovementioned agreements with the Unit holder.

On  February 13,  2009  the Company issued 200,000 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.15 per share, for consideration consisting of $30,000.

As an additional incentive to purchase the Units and not as a characteristic, right or designation of the Preferred Stock the Company has also entered into agreements with the abovementioned recipient of Units whereby the Company has agreed to exchange, at any time subsequent to six months from issuance at the demand of the purchaser, any and all Preferred Shares owned by that purchaser through either the purchase of the Units or exercise of the Warrants into an equivalent number of shares of the company’s common stock.

The net proceeds, which are $30,000, were utilized for general working capital purposes. No underwriters were retained to serve as placement agents for the sale. These Units were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Units. There was no advertisement or general solicitation made in connection with this offer and sale of the Units. The offer and sale of the Units was exempt from the registration provisions of the Securities Act by reason of Section 4(2) thereof. Management made its determination of the availability of such exemption based upon the facts and circumstances surrounding the offer and sale of the Units, including the representations and warranties made by the purchaser and the fact that a restrictive legend was placed on the securities comprising the Units and restrictive legends will be placed on, and stop transfer orders placed against, the certificates for any Common Shares which may be issued in accordance with the abovementioned agreements with the Unit holder.

On  February 25,  2009  the Company issued 66,667 units (“Units”), each unit consisting of one share of the Company’s Preferred Stock and one Preferred Stock Purchase Warrant (“Warrant”) exercisable for a period of three months from the date of issuance into one share of the Company’s Preferred Stock at $0.9 per share, for consideration consisting of $6,000.

As an additional incentive to purchase the Units and not as a characteristic, right or designation of the Preferred Stock the Company has also entered into agreements with the abovementioned recipient of Units whereby the Company has agreed to exchange, at any time subsequent to six months from issuance at the demand of the purchaser, any and all Preferred Shares owned by that purchaser through either the purchase of the Units or exercise of the Warrants into an equivalent number of shares of the company’s common stock.

The net proceeds, which are $6,000, were utilized for general working capital purposes. No underwriters were retained to serve as placement agents for the sale. These Units were sold directly through our management. No commission or other consideration was paid in connection with the sale of the Units. There was no advertisement or general solicitation made in connection with this offer and sale of the Units. The offer and sale of the Units was exempt from the registration provisions of the Securities Act by reason of Section 4(2) thereof. Management made its determination of the availability of such exemption based upon the facts and circumstances surrounding the offer and sale of the Units, including the representations and warranties made by the purchaser and the fact that a restrictive legend was placed on the securities comprising the Units and restrictive legends will be placed on, and stop transfer orders placed against, the certificates for any Common Shares which may be issued in accordance with the abovementioned agreements with the Unit holder.

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On March 3, 2009 the Company issued 1,000,000 common shares in satisfaction of $100,000 of debt.

The issuance  of the shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

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

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

On March 10, 2009 the Company issued 214,286  shares of common stock to Preferred Shareholders in exchange for 214,286  shares of preferred stock which were retired.

The offer and sale of the shares of common stock  was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

The shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares of common stock  .

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

On March 13, 2009 the Company issued 250,000  shares of common stock to Preferred Shareholders in exchange for 250,000  shares of preferred stock which were retired.

The offer and sale of the shares of common stock  was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

The shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares of common stock  .

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

On March 13, 2009 the Company issued 200,000 shares of common stock for consideration of $20,000

The offer and sale of the shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

The shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares.

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

The net proceeds, which are $20,000, were utilized for general working capital.

On March 31, 2009 the Company issued 250,000 of common stock for services valued at $25,000

The offer and sale of the shares was exempt from the registration provisions of the Securities Act of 1933, as amended, by reason of Section 4(2) thereof.  

The shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of shares.

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

Item 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.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Bio- Matrix Scientific Group, Inc.
	a Delaware corporation
By:	/s/ David R. Koos
	David R. Koos
	Chief Executive Officer
	Date: May 6, 2009

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