Rivulet Media 10K/A 2012 Annual report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K/A

Amendment No 3.

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

For the Year Ended September 30, 2012

File Number: 0-32201

BIO-MATRIX SCIENTIFIC GROUP, INC.

(Exact name of registrant as specified in its charter)


DELAWARE		33-0824714
(State of jurisdiction of Incorporation)		(I.R.S. Employer Identification No.)

4700 SPRING STREET, SUITE 304, LA MESA, CALIFORNIA,		91942
(Address of principal executive offices)		(Zip Code)

(619) 702-1404

(Registrants telephone number, including area code)

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

Title of Each Class

to be so Registered:

Name of each exchange on which registered:

None

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

Common Stock, Par Value $.0001

(Title of Class)

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

Yes☐ No☑

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

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

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

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

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

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

Yes☐ No☑

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

Yes☐ No☑

As of March 31, 2012, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant, based upon the closing price of the common stock, under the symbol “BMSN” as quoted on the OTC market of $0.095., was approximately $564,979. For purposes of the statement in the preceding statement, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

Number of shares outstanding of each of the issuer's class of common stock as of June 13, 2013:

Common: 1,998,299,049

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

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


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

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

EXPLANATORY NOTE:

THIS AMENDMENT NO.3 TO BIO-MATRIX SCIENTIFIC GROUP, INC’S (THE “COMPANY”) FORM 10-K FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (“FORM 10-K”) IS BEING FILED SOLELY TO AMEND THE FOLLOWING PORTIONS OF AMENDMENT NO 2 TO THE FORM 10K.(“ORIGINAL FILING”)

PART 1, ITEM 7

PART 1 ITEM 8

THE COMPANY HAS NOT MODIFIED OR UPDATED DISCLOSURES PRESENTED IN THE ORIGINAL FILING, EXCEPT AS INDICATED ABOVE. ACCORDINGLY, THIS AMENDMENT DOES NOT REFLECT EVENTS OCCURRING AFTER THE DATE OF THE ORIGINAL FILING AND DOES NOT MODIFY OR UPDATE THOSE DISCLOSURES AFFECTED BY SUBSEQUENT EVENTS, EXCEPT AS SPECIFICALLY REFERENCED HEREIN. INFORMATION NOT AFFECTED BY THE ABOVE AMENDMENTS IS UNCHANGED AND REFLECTS THE DISCLOSURES MADE AT THE TIME OF THE ORIGINAL FILING.

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

As of September 30, 2012 we had cash of $75,752 and as of September 30, 2011 we had cash of $331.

The increase in cash of approximately 22,786% is primarily attributable to increased net borrowings by the Company of approximately $316,812 offset by expenses paid attributable to the operation of the Company.

As of September 30, 2012 we had Prepaid Expenses of $15,000 and as of September 30, 2011 we had Prepaid Expenses of $39,925..

The decrease in Prepaid Expenses of approximately 62% is primarily attributable to:

The incurrence by the Company of expenses related to the derecognition of $39,925 of Prepaid Expenses.

The payment by the Company of $15,000 to employees of the Company as an advance against work to be performed outside the current contractual scope of their employment.

As of September 30, 2012 we had Deferred Financing Costs of $65,000 and as of September 30, 2011 we had Deferred Financing Costs of $0.

The increase in Deferred Financing Costs are primarily attributable to the issuance of 5,000,000 Common Shares to the order of Capital Path Securities in consideration for services rendered as Placement Agent in connection with the April 26, 2012 Equity Purchase Agreement and Registration Rights Agreement (the Company executed with Southridge Partners II, LP.

As if September 30,2012 we had an Investment in Subsidiary of $0 and as of September 30, 2011 we had an Investment in Subsidiary of $41,735,443.

The reduction in Investment in Subsidiary is primarily attributable to:

(a) Decrease in Investment In Subsidiary resulting from recognition of $399,082 of Equity in Net Loss of the subsidiary during the nine months ended June 30, 2012

(b) Reclassification of Investment In Subsidiary as Available for Sale Securities as a result of Company’s ownership of the subsidiary falling to below 20% during the three months ended June 30, 2012.

As if September 30,2012 we had Available for Sale Securities of $22,000 and as of September 30, 2011 we had Available for Sale Securities of $0. The increase in Available for Sale Securities is primarily attributable to reclassification of Investment In Subsidiary as Available for Sale Securities as a result of Company’s ownership of the subsidiary falling to below 20% during the three months ended June 30, 2012 offset by subsequent remeasurement based on unrealized loss.

As of September 30, 2012 we had Property and Equipment (Net of Accumulated Depreciation) of $0 and as of September 30, 2011 we had Property and Equipment (Net of Accumulated Depreciation) of $20,789. The decrease in Property and Equipment (Net of Accumulated Depreciation) of100% is attributable to the abandonment by the Company of Computer Equipment and Office Equipment during the quarter ended September 30, 2012.

As of September 30, 2012 we had Notes Payable of $817,020 and as of September 30, 2011 we had Notes Payable of $169,575.

The increase in Notes Payable of approximately 382% is primarily attributable to:

(a) Reclassification of $700,000 of Accrued Salaries as Notes Payable due to transfer of all rights to and interest in the Accrued Salaries to a nonrelated third party.

(b) Additional Borrowings of $199,571

Offset by:

(a) Repayments of $36,032

(b) Reclassification of $396,479 of Notes Payable to Convertible Notes Payable

As of September 30, 2012 we had Accrued Payroll of $307,692 and as of September 30, 2011 we had Accrued Payroll of $627,000

The decrease in Accrued Payroll of approximately 51% is primarily attributable to:

(a) Reclassification of $700,000 of Accrued Salaries as Notes Payable due to transfer of all rights to and interest in the Accrued Salaries to a nonrelated third party offset by

(b) Accrual of $83,871 in salaries payable to employees of Regen

As of September 30, 2012 we had Accrued Payroll Taxes of $27,769 and as of September 30, 2011 we had Accrued Payroll Taxes of $23,780

The increase in Accrued Payroll Taxes of approximately 17% is primarily attributable to employer tax obligations incurred but not yet paid arising from vesting of Restricted Stock Awards.

As of September 30, 2012 we had Accrued Interest of $210,069 and as of September 20, 2011 we had Accrued Interest of $154,930.

The increase in Accrued Interest of approximately 36% is primarily attributable to the incurring by the Company of $55,139 in interest expense during the year ended September 30, 2012 accrued but unpaid.

As of September 30, 2012 we had Amounts due to Affiliate of $39,140 and as of September 30, 2011 we had Amounts due to Affiliate of $59,500.

The decrease in Amounts Due to Affiliate (Entest BioMedical, Inc.) of approximately 34% is primarily attributable to:

(a) Payments by the Company to Entest BioMedical, Inc. of $20,600 during the year ended September 30, 2012 offset by

(b) Payments made during the year ended September 30, 2012 by Entest BioMedical, Inc on behalf of the Company of $240.

Material Changes in Results of Operations:

Revenues were $0 for the twelve months ended September 30, 2012 and the same period ended September 30, 2011. Net Losses were $1,752,809 for the year ended September 30, 2012. Net Income was $40,289,686 for the same period ended September 30, 2011. The decrease was primarily attributable to a noncash gain of $41,645,688 resulting from the deconsolidation of Entest BioMedical, Inc. recognized by the Company during the year ended September 30, 2012.

Other material factors contributing to the decrease include:

(a) A 235% increase in consulting expenses incurred by the Company during the year ended September 30, 2012 when compared to the year ended September 30, 2011 which was primarily attributable to $75,000 in non voting convertible preferred stock issued to Southridge Partners II, LP in accordance with the terms and conditions of that Equity Purchase Agreement (the "Purchase Agreement") entered into by and between the Company and Southridge Partners II, LP as well as an increase in legal fees incurred by the Company resulting from litigation.

(b) $41,688 recognized by the Company resulting from a loss on the early extinguishment of $77,500 of convertible debt during the twelve months ended September 30, 2012.

(c) $374,388 of interest expense recognized resulting from amortization of discounts recognized on convertible debentures issued during the twelve months ended September 30, 2012.

(d) $20,789 loss recognized resulting from abandonment of Office and Computer equipment during the twelve months ended September 30, 2012

(e) $66,372 in expenses incurred by the Company during the twelve months ended September 30, 2012 resulting from stock issued pursuant to contractual obligations with convertible debt holders.

As of September 30, 2012 we had $75,752 Cash on Hand and current liabilities of $1,841,238 (exclusive of convertible debt discount attributable to a beneficial conversion feature). 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.

During the twelve months ended September 30, 2012 we satisfied our cash requirements primarily through the issuance of Convertible Notes for cash, borrowings pursuant to lines of credit provided to the Company by Bio-Technology Partners Business Trust and Venture Bridge Advisors (collectively the “LOC Notes”) and borrowings from David Koos.

Funds lent to the Company pursuant to the LOC Notes may be disbursed to, or for the benefit of, the Company by Lender in Lender's sole and absolute discretion and principal and any accrued but unpaid interest are due and payable at the demand of the Lender. As there is no contractual obligation binding the Lender to disperse any minimum amount and any and as all disbursements are at the Lender’s discretion the company can give no assurance that funding pursuant to the LOC Notes will be made available to the Company in the future. There can also be no assurance given by the Company that funds will continue to be lent to the Company by David Koos

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

On April 26, 2012 the Company executed an Equity Purchase Agreement (the "Purchase Agreement") and Registration Rights Agreement (the "Rights Agreement") with Southridge Partners II, LP, and a Delaware limited partnership ("Southridge").

Under the terms of the Purchase Agreement, Southridge will purchase, at the Company's election, up to $20,000,000 of the Company's registered common stock (the "Shares"). During the term of the Purchase Agreement, the Company may at any time deliver a "put notice" to Southridge thereby requiring Southridge to purchase a certain dollar amount of the Shares. Simultaneous with the delivery of such Shares, Southridge shall deliver payment for the Shares. Subject to certain restrictions, the purchase price for the Shares shall be equal to 91% of the Market Price, as such capitalized term is defined in the Purchase Agreement, on such date on which the Purchase Price is calculated in accordance with the terms and conditions of this Agreement.

Market Price, as such term is defined in the Purchase Agreement, means the lowest Closing Price, as such term is defined in the Purchase Agreement, during the Valuation Period, as such term is defined in the Purchase Agreement.

Closing Price is defined in the Purchase Agreement as the closing bid price for the Company’s common stock on the principal market over which the Company’s common shares trade on a day on which that principal market is open for business as reported by Bloomberg Finance L.P.

Valuation Period , as such term is defined in the Purchase Agreement, means the period of 5 Trading Days immediately following the Clearing Date, as such term is defined in the Purchase Agreement, associated with the applicable Put Notice during which the Purchase Price of the Shares is valued.

Clearing Date, as such term is defined in the Purchase Agreement, means the date in which the Estimated Put Shares (as defined in Section 2.2(a) of the Purchase Agreement) have been deposited into Southridge’s brokerage account and Southridge’s broker has confirmed with Southridge that Southridge may execute trades of such Estimated Put Shares.

The definition of Estimated Put Shares in Section 2.2(a) of the Purchase Agreement is that number of Shares equal to the dollar amount indicated in the Put Notice divided by the Closing Price on the Trading Day immediately preceding the Put Date, multiplied by 125%. Pursuant to the Purchase Agreement, on a Put Date the Company will be required to the applicable number of Estimated Put Shares to Southridge’s brokerage account. At the end of the Valuation Period the Purchase Price shall be established and the number of Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Southridge is greater than the Put Shares purchased by Southridge pursuant to such Put, then immediately after the Valuation Period Southridge shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Shares purchased by Southridge pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Southridge the difference between the Estimated Put Shares and the Shares issuable pursuant to such Put.

The number of Shares sold to Southridge shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Southridge, would result in Southridge owning more than 9.99% of all of the Company's common stock then outstanding. Additionally, Southridge may not execute any short sales of the Company's common stock.

The Purchase Agreement shall terminate (i) on the date on which Southridge shall have purchased Shares pursuant to this Agreement for an aggregate Purchase Price of $20,000,000, or (ii) on the date occurring 24 months from the date on which the Agreement was executed and delivered by the Company and Southridge.

Under the terms of the Rights Agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission within 90 days of the date on which the Purchase Agreement was executed and delivered by the Company and Southridge.

The registration statement shall be filed with respect to not less than the maximum allowable number of Shares issuable pursuant to a put notice to Southridge that has been exercised or may be exercised in accordance with the terms and conditions of the Purchase Agreement permissible under Rule 415, promulgated under the Securities Act of 1933.

The Company is obligated to keep such registration statement effective until (i) three months after the last closing of a sale of Shares under the Purchase Agreement, (ii) the date when Southridge may sell all the Shares under Rule 144 without volume limitations, or (iii) the date Southridge no longer owns any of the Shares.

The Purchase Agreement requires the Company to reserve and keep available until the consummation of such Closing, free of preemptive rights sufficient shares of common stock for the purpose of enabling the Company to satisfy its obligation to issue the Shares.

The Purchase Agreement also required the Company to issue to Southridge shares of a newly designated preferred stock with a stated value of $50,000 convertible at the option of Southridge into shares of the Company’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 a conversion notice. The Preferred Stock has no registration rights.

There is no guarantee that we will be able to raise any capital through any type of offerings.. 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. In the event that we are unable to raise additional capital there is risk that the Company may not be able to continue as a going concern.

Other than what is disclosed in this document, The Company is unaware of any trends, demands or uncertainties that will result in the Company’s liquidity increasing or decreasing in any material way.

As of June 13, 2013 we are not party to any binding agreements which would commit us to any material capital expenditures.

Item 8. Financial Statements and Supplementary Data

SEALE AND BEERS, CPAs

PCAOB & CPAB REGISTERED AUDITORS

www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Bio-Matrix Scientific Group, Inc.

(A Development Stage Company)

We have audited the accompanying balance sheets of Bio-Matrix Scientific Group, Inc. as of September 30, 2012, and the related statements of operations, statement of comprehensive income (loss), stockholders’ equity (deficit), and cash flows for the year ended September 30, 2012, and from inception on October 6, 1998 through September 30, 2012. Bio-Matrix Scientific Group, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bio-Matrix Scientific Group, Inc. as of September 30, 2012, and the results of operations and cash flows for the year ended September 30, 2012 and for the period from inception on October 6, 1998 through September 30, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company has no revenues, has negative working capital at September 30, 2012, has incurred recent losses and recurring negative cash flow from operating activities which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

February 25, 2013

50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The Board of Directors and Stockholders

Bio-Matrix Scientific Group Inc.

I have audited the accompanying consolidated balance sheet of Bio-Matrix Scientific Group Inc. as of September 30, 2011 and 2010 and the related statements of operations, stockholders’ equity and cash flows for the years ended September 30, 2011 and 2010, and the period from inception (August 2, 2005) to September 30, 2011. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but do not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.

In my opinion, the financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Bio-Matrix Scientific Group Inc. as of September 30, 2011 and 2010 and the results of its operations and changes in stockholders’ equity and cash flows for the years ended September 30, 2011 and 2010, and the period from inception (August 2, 2005) to September 30, 2011 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming that the Company is a going concern. As discussed in Note 5 to the financial statements, the Company has not generated income and has accumulated losses. This raises substantive doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/ s / John Kinross-Kennedy

John Kinross-Kennedy

Certified Public Accountant

Irvine, California

December 22, 2011

BIOMATRIX SCIENTIFIC GROUP, INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET

		As of	As of
		September 30, 2012	September 30, 2011

	ASSETS
CURRENT ASSETS
	Cash	$ 75,752	$ 331
	Prepaid Expenses	15,000	39,925
	Total Current Assets	90,752	40,256

PROPERTY & EQUIPMENT (Net of Accumulated Depreciation)		0	20,789

OTHER ASSETS
	Deposits	4,200	4,200
	Deferred Financing Costs	65,000	0
	Investment in Subsidiary		41,735,443
	Available for Sale Securities	22,000	0
	Total Other Assets	91,200	41,739,643

TOTAL ASSETS		$ 181,952	$ 41,800,688

	LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
	Accounts Payable	133,039	130,507
	Notes Payable	817,020	169,575
	Accrued Payroll	307,692	627,000
	Accrued Payroll Taxes	27,769	23,780
	Accrued Interest	210,069	154,930
	Accrued Expenses	5,000	5,000
	Convertible Note Payable Net of Unamortized Discount	300,509	313,701
	Due to Affiliate	39,140	59,500
	Current portion, note payable to affiliated party	1,000	1,000
	Total Current Liabilities	1,841,238	1,484,993

	Total Liabilities	1,841,238	1,484,993

STOCKHOLDERS' EQUITY (DEFICIT)

	Preferred Stock ($.0001 par value) 20,000,000 shares authorized;
	20,000,000 shares authorized; 1,963,821 issues and outstanding as of
	September 30, 2011 and September 30 2012	197	197
	Series AA Preferred ($0.0001 par value) 100,000 shares autorized
	4,852 and 94,852 issued and outstanding as of September 30, 2011 and
	September 30, 2012	9
	Series B Preferred Shares ($.0001 par value) 2,000,000 shares authorized;
	725,409 issued and outstanding as of September 30, 2011 and
	September 30 , 2012	73	73
	Common Stock ($.0001 par value) 500,000,000 shares authorized;
	72,189,747 and 323,507,887 issued and outstanding as of
	September 30, 2011 and September 30 , 2012	32,350	7,219
	Non Voting Converible Preferred Stock ($1 Par value)	75,000
	200,000 shares authorized;75,000 and 0 issued and outstanding
	as of September 30, 2012 and September 30, 2011
	Additional Paid in capital	12,490,780	11,498,731
	Contributed Capital	509,355	509,355
	Retained Earnings (Deficit) accumulated during the development stage	26,547,311	28,300,120
	Accumulated Other Comprehensive Income (Loss)	(41,314,361)	0
	Total Stockholders' Equity (Deficit)	(1,659,286)	40,315,695

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)		$ 181,952	$ 41,800,688

	The Accompanying Notes are an Integral Part of These Financial Statements

BIO MATRIX SCIENTIFIC GROUP,INC
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS



		12 months Ended	12 months Ended	From inception through
		September 30,	September 30,	September 30,
		2012	2011	2012

REVENUES		$ -	$ -	$ -

COST AND EXPENSES
	Research and Development	17,715	51,286	1,272,886
	General and Administrative	564,479	779,482	6,899,014
	Depreciation and Amortization			2,668
	Consulting and Professional Fees	213,232	63,692	5,023,946
	Impairment of Goodwill and Intangibles			34,688
	Total Costs and Expenses	795,426	894,460	13,233,202

OPERATING LOSS		(795,426)	(894,460)	(13,233,202)

OTHER INCOME & (EXPENSES)
	Interest Expense	(55,139)	(62,829)	(413,674)
	Loss on Early Extinguishment of Debt	(41,688)		(41,688)
	Interest Expense attributable to
	amortization of discount	(374,338)		(374,338)
	Interest Income			306
	Securities issued pursuant to contractual
	obligations	(66,372)		(66,372)
	Other Income	25	146,791	176,916
	Gain on de-consolidation of subsidiary		41,645,688	41,645,688
	Loss on sale of Available for Sale Securities			(487,900)
	Loss on disposal of Equipment	(20,789)	(510,782)	(531,571)
	Other Expense			(166)
	Other Losses attributable to subsidiary
Total Other Income & (Expense)		(558,301)	41,218,868	39,907,201

NET INCOME (LOSS)		(1,353,727)	40,324,408	26,673,999
(Net Income) Loss attributable to
	noncontrolling interest		229,845	536,961
NET INCOME (LOSS) before
	equity in subsidiary losses	(1,353,727)	40,554,253	27,210,960
Equity in Net Income (Loss)
	of subsidiary	(399,082)	(264,567)	(663,649)

NET INCOME (LOSS) attributable
	to common shareholders	(1,752,809)	40,289,686	26,547,311

BASIC AND FULLY DILUTED
	EARNINGS (LOSS)	$ (0.01)	$ 0.56
Weighted average number of
	shares outstanding	148,749,547	72,071,414

The Accompanying Notes are an Integral Part of These Financial Statements

BIO-MATRIX SCIENTIFIC GROUP INC. AND SUBSIDIARIES
(A Development Stage Company)
Consolidated Statements of Stockholders' Equity
From August 2, 2005 through September 30, 2012

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


Shares issued to parent								25,000	35,921			-					35,921
Net Loss August 2, 2005																	-
through September 30, 2005													(1,000)				(1,000)
Balance September 30, 2005								25,000	35,921			-	(1,000)				34,921

Net Loss October 1, 2005																	-
through December 31, 2005													(366,945)				(366,945)
Balance December 31, 2005								25,000	35,921			-	(367,945)				(332,024)

Recapitalization								9,975,000	(34,921)			34,921					-
Stock issued Tasco merger								2,780,000	278			(278)					-
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)					-
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								35,000	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					6,294					6,300
Stock issued for Services January 24,2009								200,000	20			35,980					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								214,286	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	-	(771,815)
																	(80)
Stock Retired in Connection with Exchange for Common Shares April 21, 2009						(800,000)	(80)
Stock issued in Exchange for Preferred Shares April 21, 2009								800,000	80								80
Stock issued for Services April 21, 2009								325,000	32			42,219					42,251
Stock issued for interest April 24,2009								53,496	5			6,192					6,197
Stock issued to satisfy amounts due as a result of Notes Payable								2,869,827	286			127,497					127,783
Stock Retired in Connection with Exchange for Common Shares May 15, 2009						(780,000)	(78)
Stock issued in Exchange for Preferred Shares May 15,2009								780,000	78								78
Stock issued as dividend May 15, 2009			725,409	73								(73)					(73)
Stock Retired in Connection with Exchange for Common Shares June 8, 2009						(94,000)	(9)
Stock issued in Exchange for Preferred Shares June 8, 2009								94,000	9								9
Stock issued for Services June 22, 2009								200,000	20			13,980					14,000
Stock issued in satisfaction of accrued salary								4,000,000	400			119,600					120,000
Net Loss April 1, 2009 to June 30, 2009													(391,372)				(391,372)
Balance June 30, 2009	4,852		725,409	73		3,050,478	307	40,284,977	4,027			8,589,935	(9,946,297)		499,000	-	(852,955)

Stock issued for interest July 20, 2009								68,398	7			12,311					12,318
Stock Retired in Connection with Exchange for Common Shares July 29, 2009						(75,000)	(7)										(7)
Common Shares issued by subsidiary August 3, 2009												100,000					100,000
Stock issued in Exchange for Preferred Shares July 29, 2009								75,000	7								7
Stock issued to prepay expenses August 20,2009								2,500,000	250			299,750					300,000
Stock issued for services August 20,2009								700,000	70			83,930					84,000
Stock issued by Subsidiary for Services August 31, 2009												200,000					200,000
Stock issued for services September 8,2009								100,000	10			9,050					9,060
Stock issued by Subsidiary September 10, 2009												45,000					45,000
Restricted Stock Award compensation
expense (Stock of Subsidiary) for the year ended September 30, 2009												24,725					24,725
Net Loss July 1, 2009 to September 30, 2009													(497,683)				(497,683)
Loss attributable to non controlling interest in subsidiary														(93,995)			(93,995)
Balance September 30, 2009	4,852		725,409	73		2,975,478	300	43,728,375	4,371			9,364,701	(10,443,980)	(93,995)	499,000	-	(575,535)

Shares issued for services October 19, 2009								50,000	5			4,995					5,000
Stock issued for debt November 16 2009								3,273,333	328			97,873					98,201
Stock issued as contingent payment for services previously rendered December 31 2009								40,000	5								5
Stock issued by Subsidiary for cash												5,000					5,000
Restricted Stock Award compensation												98,916					98,916
expense (Stock of Subsidiary) for 3 months ended November 30, 2009
Common Stock of subsidiary issued as compensation												4,557					4,557
Net Loss October 1, 2009 to December 31 2009													(395,848)				(395,848)
Loss attributable to non controlling interest in subsidiary														(52,754)			(52,754)
Balance December 31, 2009	4,852		725,409	73		2,975,478	300	47,091,708	4,709			9,576,042	(10,839,828)	(146,749)	499,000	-	(759,704)
Shares issued for interest January 19, 2010								229,607	23			30,273					30,296
Shares issued for Convertible Debenture								1,433,333	143			99,857					100,000
Stock retired in connection with exchange for Common Shares February 5, 2010						(109,735)	(13)										(13)
Common Stock issued for Preferred Shares February 5 2010								109,735	10								10
Shares issued for Convertible Debenture February 10,2010								3,000,000	300			29,700					30,000
Shares issued for rental expenses March 31, 2010								2,511,546	251			288,577					288,828
Shares issued for debt March 31, 2010								6,777,920	678			233,776					234,454
Shares issued for debt March 31, 2010								3,593,268	360			251,169					251,529
Shares issued for accrued salary March 31, 2010								4,454,994	445			304,055					304,500
Restricted Stock Award compensation
expense (Stock of Subsidiary) for 3 months ended February 28,2010												76,359					76,359
Shares issued for services March 19 2010								300,000	30			41,950					41,980
Net Loss January 1,2010 to March 31, 2010													(389,680)				(389,680)
Loss attributable to non controlling interest in subsidiary														(41,293)			(41,293)
Balance March 31, 2010	4,852		725,409	73		2,865,743	287	69,502,111	6,949			10,931,758	(11,229,508)	(188,042)	499,000	-	208,559
Stock retired in connection with exchange for Common Shares						(901,922)	(90)										(90)
Stock issued for Preferred shares								901,922	91								91
Net Loss June 30, 2010													(327,226)				(327,226)
Loss attributable to non controlling interest in subsidiary														(47,687)			(47,687)
Balance June 30, 2010	4,852		725,409	73		1,963,821	197	70,404,033	7,040			10,931,758	(11,556,734)	(235,729)	499,000	-	(118,666)
Increase in Contributed Capital															10,355		10,355
Net Loss July1 to September 30,2010													(432,832)				(432,832)
Loss attributable to non controlling interest in subsidiary														(71,387)			(71,387)
Balance September 30, 2010	4,852		725,409	73		1,963,821	197	70,404,033	7,040			10,931,758	(11,989,566)	(307,116)	509,355	-	(541,143)
Stock issued by Subsidiary for cash October 7, 2010												100,000					100,000
Stock issued by Subsidiary for services November 17 and November 30, 2010												62,400					62,400
Net Loss October 1, 2010 to December 31 2010													(265,800)				(265,800)
Net Loss attributable to non controlling interest in subsidiary														(117,320)			(117,320)
Balance December 31, 2010	4,852		725,409	73		1,963,821	197	70,404,033	7,040			11,094,158	(12,255,366)	(424,436)	509,355	-	(644,543)
Common Stock of Subsidiary issued for cash January 26, 2011												100,000					100,000
Common Stock of Subsidiary issued for debt January 3, 2011												39,992					39,992
Common Stock issued for debt February 17, 2011								1,785,714	178			56,643					56,821
Common Stock of Subsidiary issued to employees January 3, 2011												70,638					70,638
Common Stock of Subsidiary issued to consultant january 4, 2011												17,600					17,600
Common Stock of Subsidiary issued in connection with Asset Purchase Agreement January 4, 2011												193,200					193,200
Intecompany Liability recognized on deconsolidation of Entest Biomedical, Inc.												(73,500)					(73,500)
Net Income January 1,2011 to March 31, 2011													41,556,283				41,556,283
Net Loss attributable to non controlling interest in subsidiary														(112,525)			(112,525)
Deconsolidation of Entest Biomedical														536,961			536,961
Equity in Net Income (Losses) of Entest Biomedical, Inc.													(101,838)				(101,838)
Balance March 31, 2011	4,852		725,409	73		1,963,821	197	72,189,747	7,218			11,498,731	29,199,079	-	509,355	-	41,214,653
Net Loss April 1, 2011 to June 30, 2011													(616,870)				(616,870)
Equity in Net Income (Losses) of Entest Biomedical, Inc.													(69,867)				(69,867)
Balance June 30, 2011	4,852		725,409	73		1,963,821	197	72,189,747	7,218			11,498,731	28,512,342	-	509,355	-	40,527,916
Net Loss July1 to September 30,2011													(119,360)				(119,360)
Equity in Net Income (Losses) of Entest Biomedical, Inc.													(92,862)				(92,862)
Balance September 30, 2011	4,852		725,409	73		1,963,821	197	72,189,747	7,218			11,498,731	28,300,120	-	509,355	-	40,315,694
Shares issued for indebtedness April 23, 2012								6,944,444	694			24,306					25,000
Shares issued for indebtedness April 23, 2012								2,777,778	278			9,723					10,001
Shares issued for indebtedness April 24, 2012								3,333,333	333			11,667					12,000
Shares issued for indebtedness April 30, 2012								835,608	84			2,917					3,001
Shares issued for indebtedness May 2, 2012								3,000,000	300			2,700					3,000
Shares issued for indebtedness May 11, 2012								2,564,103	256			9,744					10,000
Shares issued for indebtedness May 11, 2012								2,564,103	259			�� 9,744					10,003
Shares issued for indebtedness May 11, 2012								5,769,231	577			21,924					22,501
Shares issued for indebtedness May 14, 2012								3,428,571	343			11,658					12,001
Shares issued for indebtedness May 16, 2012								3,448,276	345			9,655					10,000
Shares issued for indebtedness May 21, 2012								5,454,545	546			11,455					12,001
Shares issued for indebtedness May 24, 2012								3,000,000	300			5,700					6,000
Shares issued for indebtedness May 30, 2012								9,920,635	993			12,758					13,751
Shares issued for indebtedness June 6, 2012								11,900,000	1,190			16,660					17,850
Shares issued for indebtedness June 8, 2012								2,633,333	264			3,687					3,951
Shares issued for indebtedness June 8, 2012								6,000,000	600			8,400					9,000
Shares issued for indebtedness June 8, 2012								6,000,000	600			8,400					9,000
Shares issued for indebtedness June 12, 2012								7,783,333	778			10,897					11,675
Shares issued for indebtedness June 12, 2012								6,000,000	600			8,400					9,000
Shares issued for indebtedness June 12, 2012								333,333	33			967					1,000
Shares issued for indebtedness June 19, 2012								5,333,333	533			15,467					16,000
Shares issued for indebtedness June 12, 2012								3,425,000	343			9,933					10,276
Shares issued for indebtedness July 2, 2012								6,208,333	620			14,270					14,890
Shares issued for indebtedness July 2, 2012								4,892,473	489			8,609					9,098
Shares issued for indebtedness July 13, 2012								3,250,494	326			5,675					6,001
Shares issued for indebtedness July 16, 2012								8,884,409	888			15,637					16,525
Shares issued for indebtedness July 16, 2012								2,696,274	269			4,731					5,000
Shares issued for indebtedness August 17, 2012								10,317,460	1,031			11,969					13,000
Shares issued for indebtedness August 17, 2012								6,983,333	698			9,777					10,475
Shares issued for indebtedness August 17, 2012								4,064,506	407			5,594					6,001
Shares issued for indebtedness September 7, 2012								9,370,482	938			9,063					10,001
Shares issued for indebtedness September 10, 2012								5,000,000	500			24,500					25,000
Shares issued for indebtedness September 12, 2012								6,626,500	662			5,338					6,000
Shares issued for indebtedness September 12, 2012								5,633,000	563			5,437					6,000
Shares issued for indebtedness September 28, 2012								7,284,313	728			6,572					7,300
Shares issued for indebtedness August 17, 2012								10,161,266	1,016			13,984					15,000
Shares issued for indebtedness June 8, 2012								6,000,000	600			8,400					9,000
Shares issued for indebtedness June 8, 2012								6,000,000	600			8,400					9,000
Shares issued pursuant to contractual obligations May 18, 2012								2,040,000	204			8,990					9,194
Shares issued pursuant to contractual obligations May 25, 2012								5,370,000	537			12,894					13,431
Shares issued pursuant to contractual obligations June 6, 2012								3,970,000	397			21,448					21,845
Shares issued pursuant to contractual obligations June 25, 2012								1,920,000	192			8,075					8,267
Shares issued pursuant to contractual obligations July 9, 2012								204,301	20			655					675
Shares issued pursuant to contractual obligations July 16, 2012								503,378	50			1,712					1,762
Shares issued pursuant to contractual obligations August 17, 2012								1,708,540	170			7,518					7,688
Shares issued pursuant to contractual obligations August 17, 2012								780,119	78			3,430					3,508
Shares issued for Investment Banking Services May 2,2012								5,000,000	500			64,500					65,000
Restricted Stock Award issued to Employee May 14, 2012								12,000,000	1,200			(1,200)					-
Restricted Stock Award issued to Employee July 5, 2012								12,000,000	1,200			(1,200)					-
Shares issued to Employees May 14, 2012	90,000	9															9
Nonvoting Convertible preferred Shares Issued for Services August 30, 2012										75,000	75,000						75,000
Net Loss													(1,353,727)				(1,353,727)
Equity in Net Income (Losses) of Entest Biomedical, Inc.													(399,082)				(399,082)
Accumulated Other Comprehansive Income (Loss)																(41,314,361)	(41,314,361)
Recognition of Beneficial Conversion Feature , Convertible Notes												439,709					439,709
Recognition of Beneficial Conversion Feature , Nonvoting Convertible Preferred												32,142					32,142
Beneficial Conversion feature deemed dividend												(32,142)					(32,142)
Restricted Stock Award Compensation Expense recogized												40,800					40,800
Balance September 30, 2012	94,852	9	725,409	73		1,963,821	197	323,507,887	32,350	75,000	75,000	12,490,780	26,547,311	-	509,355	(41,314,361)	(1,659,286)

The Accompanying Notes are an Integral Part of These Financial Statements

BIO-MATRIX SCIENTIFIC GROUP, INC.
	(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS





				From inception
		Year ended September 30,	Year ended September 30,	to September 30,
		2012	2011	2012
CASH FLOWS FROM OPERATING ACTIVITIES

Net Income (loss)		$ (1,752,809)	$ 40,289,686	$ 26,547,311
Adjustments to reconcile net Income to net cash
	(used in) provided by operating activities:
	Depreciation expense			2,667
	Stock issued for compensation to employees	40,809	71,387	1,227,151
	Stock issued for services rendered by consultants	140,000	62,396	4,223,130
	Stock issued for prepaid expenses			313,665
	Stock issued for interest		6,821	138,547
Changes in operating assets and liabilities:
	(Increase) decrease in prepaid expenses	24,925	500	(15,000)
	Increase (Decrease) in Accounts Payable	2,532	(121,021)	133,040
	Increase (Decrease) in Accrued Expenses	(260,180)	188,481	580,466
	Increase (Decrease) in Other Comprehensive Income	(41,314,361)		(41,364,361)
	(Increase) Decrease in Employee Receivable		1,396
	Increase (Decrease) in Due to Affiliate	(20,360)	59,500	39,140
	Non cash increase in Investment in Entest		(42,000,000)	(42,000,000)
	Loss attributable to Non Controlling interest in		(229,845)
	subsidiary
	De-rcognition of noncontrolling Interest due to deconsolidation		536,961
	Equity in Loss of Entest	399,082	264,567	663,649
Net Cash Provided by (Used in) Operating
	Activities	(42,740,362)	(869,171)	(49,510,595)

CASH FLOWS FROM INVESTING ACTIVITIES
	( Increase) Decrease in Other Assets		22,366	(4,200)
	Purchases of fixed assets			(541,536)
	Disposal of Fixed Assets		7,300	7,300
	Loss on Disposal of Equipment	20,789	510,780	531,569
Net Cash Provided by (Used in) Investing
	Activities	20,789	540,466	(6,867)

CASH FLOWS FROM FINANCING ACTIVITIES
	Preferred Stock issued for Cash			874,985
	Common Stock issued for Cash			621,164
	Common Stock issued for Accrued Salaries			424,500
	Common Stock issued pursuant to Contractual
	Obligations	66,372		66,372
	Additional paid in Capital	439,708	336,498	962,945
	Principal borrowings on Convertible Debentures	392,108	70,326	705,809
	Principal borrowings (repayments) on notes and
	Convertible Debentures	647,445	(78,094)	2,932,529
	(Increase) Decrease in Securities available for
	Sale	(22,000)		28,000
	Net Borrowings From Related Parties			1,195,196
	(Increase) Decrease in Investment in Subsidiary	41,336,361		41,336,361
	Contributed Capital			509,353
	Increase (Decrease) in Notes from Affiliated party			1,000
	(Increase) Decrease in Deferred Financing Costs	(65,000)		(65,000)
Net Cash Provided by (Used in) Financing
	Activities	42,794,994	328,730	49,593,214

Net Increase (Decrease) in Cash		75,421	25	75,752

Cash at Beginning of Period		331	306	0

Cash at End of Period		$ 75,752	$ 331	$ 75,752

	Supplemental Disclosure of Noncash investing and financing activities:
	Common Shares Issued for Debt	$ 405,300	$ 89,992	$ 1,701,353

The Accompanying Notes are an Integral Part of These Financial Statements

BIO-MATRIX SCIENTIFIC GROUP, INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
	Year Ended			Year Ended
	September 30,			September 30,
	2012			2011

Net Income		(1,752,809	)		40,289,686
Less:
Unrealized Losses
on Securities		(41,314,361	)		0
Total Other Comprehensive Income (Loss)		(41,314,361	)		0
Comprehensive Income		(43,067,170	)		40,289,686


The Accompanying Notes are an Integral Part of These Financial Statements

BIO-MATRIX SCIENTIFIC GROUP, INC.

Notes to consolidated Financial Statements

As of September 30, 2012

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

A. BASIS OF ACCOUNTING

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

B. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Bio-Matrix Scientific Group, inc., a Delaware corporation, Bio Matrix Scientific Group, Inc, a Nevada corporation and a wholly owned subsidiary (“BMSG”), Regen BioPharma, Inc, a Nevada corporation and a wholly owned subsidiary (Regen) and Entest BioMedical, Inc., (“Entest”), which was a majority owned subsidiary under common control and a Nevada corporation 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. Actual results could differ from those estimates.

D. DEVELOPMENT STAGE

The Company is a development stage company devoting substantially all of its efforts to establish a new business.

E. CASH EQUIVALENTS

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

F. 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.

G. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

The Company’s financial instruments as of September 30, 2012 consisted of Securities Available for Sale consisting of 10,000,000 shares of Entest BioMedical, inc.. The fair value of all of the Company’s financial instruments as of June 30, 2012 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

H. INCOME TAXES

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

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of September 30, 2012 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.

I. 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.

J. ADVERTISING

Costs associated with advertising are charged to expense as incurred. Advertising expenses were $0 and $0 for the twelve months ended September 30 , 2012 and September 30, 2011 respectively.

NOTE 2 .. RECENT ACCOUNTING PRONOUNCEMENTS

In May 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs." The amendments in this update generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRS. The amendments in this update are to be applied prospectively. The amendments are effective for interim and annual periods beginning after December 15, 2011. Early application is not permitted. The Company does not expect this guidance to have a significant impact on its consolidated financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income." This update was amended in December 2011 by ASU No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05." This update defers only those changes in update 2011-05 that relate to the presentation of reclassification adjustments. All other requirements in update 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. ASU No. 2011-05 and 2011-12 are effective for fiscal years (including interim periods) beginning after December 15, 2011. The Company does not expect this guidance to have a significant impact on its consolidated financial position, results of operations or cash flows.

In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities." The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning on or after January 1, 2013. The Company does not expect this guidance to have any impact on its consolidated financial position, results of operations or cash flows.

ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment is applicable to fiscal years beginning after December 15, 2011. Early application is permitted. The Company does not expect this ASU has a material impact on its financial position or carrying value of its intangible assets at this time.

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. PROPERTY AND EQUIPMENT

Property and Equipment as of September 30, 2012 consists of the following:

	Estimate useful life (year)	Acquisition Cost:
Office equipment		0
Computer		0
Subtotal		0
Less accumulated depreciation
Total		$US 0

Property and equipment as of September 30, 2011 consists of the following:

	Estimate useful life (year)	Acquisition cost:
Office equipment	3 to 5	7,250
Computer	3	16,207
Subtotal		23,457
Less accumulated depreciation		(2,668)
Total		$US 20,789

Depreciation expenses were $0 and $ 0 for the years ended September 30, 2011 and 2012 respectively. With the exception of one computer which is fully depreciated, no property and equipment has yet to be utilized in production therefore no depreciation shall be recognized until usage commences. During the quarter ended September 30, 2012 the Company abandoned $20,789 of Computer Equipment and Office Equipment .

NOTE 4. OPTIONS AND WARRANTS

On August 20, 2012 the Company issued to the holder of a $165,000 convertible promissory note a warrant, exercisable for three years from August 20, 2012, to purchase up to 16,500,000 of the common shares of the Company at an exercise price of $0.01 per share. As of September 30, 2012 the Company had the following warrants and options outstanding:

Shares issuable through Exercise of Warrant	Exercise Price	Shares Exercised	Expiration date
16,500,000	$0.01	0	August 20,2015

NOTE 5. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Exclusive of a onetime non-cash gain of $41,645,688 recognized upon the deconsolidation of Entest BioMedical, Inc. , the Company generated net losses of $ 14,434,728 (excluding $663,649 of Equity in Net Losses of Entest BioMedical, inc. recognized) during the period from August 2, 2005 (inception) through September 30, 2012. 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.

The Purchase Agreement also requires the Company to issue to Southridge shares of a newly designated preferred stock with a stated value of $50,000 convertible at the option of Southridge into shares of the Company’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 a conversion notice. The Preferred Stock shall have no registration rights.

NOTE 6. INCOME TAXES

As of September 30, 2012

Deferred tax assets:
Net operating tax carry forwards	$	5,329,144
Other		-0-
Gross deferred tax assets		5,329,144
Valuation allowance		(5,329,144	)
Net deferred tax assets	$	-0-

As of June 30 , 2012 the Company has a Deferred Tax Asset of $5,329,144 completely attributable to net operating loss carry forwards of approximately $15,673,954 ( 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) $15,635,338 attributable to Bio-Matrix Scientific Group, Inc. a Delaware corporation, BMSG, Regen and Entest

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.

NOTE 7. RELATED PARTY TRANSACTIONS

As of September 30, 2012 the Company is indebted to David Koos, the Company’s Chairman and Chief Executive Officer, in the amount of $520. These loans are due and payable at the demand of Bombardier pacific Ventures and bear simple interest at a rate of 15% per annum..

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 June 30, 2012 no monies are due to Bombardier Pacific ventures, a company controlled by David Koos.

On June 15, 2009 Entest entered into an agreement with the Company whereby Entest has agreed to sublease approximately 3,000 square feet of office space from the Company for a term of 3 years for consideration consisting of monthly rental payments of $4,100 per month. Beginning October 2010 Entest has been paying rental expenses directly to the owner of the subleased space leaving a balance of $59,500 of rental expenses prepaid to the Company. Between January 25, 2012 and February 14, 2012 the Company became indebted to Entest in the amount of an additional $240 for expenses paid on behalf of the Company by Entest. Between October 1, 2011 and September 30, 2012 the Company made payments to Entest totaling $20,600. As of September 30, 2012 the amount due to Entest is $39,140. This obligation bears no interest and is due and payable on the demand of Entest. Entest is considered a related party due to the fact that the Chairman and CEO of the Company also serves as the Chairman and CEO of Entest.

NOTE 8. NOTES PAYABLE

	September 30, 2012		September 30, 2011

Bio Technology Partners Business Trust		45,000		24,100
Bombardier Pacific Ventures				36,281
Venture Bridge Advisors		72,000		109,294
David Koos (Note 7)		520		--
Sherman Family Trust		700,000
Notes payable	$	817,020	$	169,575

Both of Bio-Technology Partners Business Trust and Venture Bridge Advisors have provided lines of credit to the Company in the amount of $700,000 each or so much thereof as may be disbursed to, or for the benefit of the Company by Lender in Lender's sole and absolute discretion. The unpaid principal of these lines of credit bear simple interest at the rate of ten percent per annum. Interest is calculated based on the principal balance as may be adjusted from time to time to reflect additional advances or payments made hereunder. Principal balance and accrued interest shall become due and payable in whole or in part at the demand of the Lender.

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

$700,000 due to Sherman Family Trust consists of all rights to and interest in $700,000 of salaries accrued and unpaid due to David Koos. $700,000 due to Sherman Family Trust bears no interest and is payable in whole or in part at the demand of the Holder.

NOTE 9. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as September 30, 2012:

Preferred stock, $ 0.0001 par value; 20,000,000 shares authorized, following series issued and outstanding:

1,963,821 Preferred Shares 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 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.

725,409 Series B Preferred Shares 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.

Common stock, $ 0.0001 par value;1,000,000,000 shares authorized: 323,507,887 shares issued and outstanding.

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

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

Non Voting Convertible Preferred Stock , $1.00 Par value, 200,000 shares authorized , 75000 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.

NOTE 10. CONVERTIBLE DEBENTURES

On November 14, 2007 the Company sold a $50,000 face value convertible debenture (“Convertible Debenture”) for an aggregate purchase price of $50,000 to one purchaser.

Interest on the Convertible Debenture shall accrue at a rate of 12% per annum based on a 365 day year. The Company shall pay simple interest to the holder on the aggregate unconverted and then outstanding principal amount of this Convertible Debenture at the rate of 12% per annum, payable on the maturity Date, which is November 14, 2009.

At any time subsequent to the expiration of a six month period since either of:

(i) that Registration Statement, as amended, filed with the SEC on Form SB-2 relating to the sale of an aggregate of 17,195,263 shares of the common stock of the Company by certain selling shareholders (the “Selling Shareholders Registration Statement”) has been declared effective by the SEC or

(ii) the Selling Shareholder Registration Statement has been withdrawn by the Company, the holder may convert the Convertible Debenture, in whole but not in part, into the Company’s common shares at the conversion rate of $0.15 per Share.

Subsequent to any conversion, the holder shall have the right, upon written demand to Company (“Registration Demand”), to cause Company, within ninety days of the Registration Demand, to prepare and file with the United States securities and Exchange Commission (“SEC”) a Registration Statement in order that the Conversion Shares may be registered under the Securities Act of 1933, as amended, and use its reasonable best efforts to cause that Registration Statement to be declared effective by the SEC. There is no penalty to the Company in the event the registration Statement is not declared effective by the SEC.

On November 30, 2007, the Company sold $75,000 face value convertible debenture (“Convertible Debenture”) for an aggregate purchase price of $75,000 to one purchaser.

At any time subsequent to the expiration of a six month period since either of:

(i) that Registration Statement, as amended, filed with the SEC on Form SB-2 relating to the sale of an aggregate of 17,195,263 shares of the Company’s common stock by certain selling shareholders (the “Selling Shareholders Registration Statement”) has been declared effective by the SEC or

(ii) the Selling Shareholder Registration Statement has been withdrawn by the Company.

The holder may convert the Convertible Debenture, in whole but not in part, into the Company’s common shares at the conversion rate of $0.15 per Share (“Conversion Shares”).

Subsequent to any conversion, the holder shall have the right, upon written demand to the Company (“Registration Demand”), to cause the Company, within ninety days of the Registration Demand, to prepare and file with the United States securities and Exchange Commission (“SEC”) a Registration Statement in order that the Conversion Shares may be registered under the Securities Act of 1933, as amended, and use its reasonable best efforts to cause that Registration Statement to be declared effective by the SEC. There is no penalty to the Company in the event the registration Statement is not declared effective by the SEC.

On January 8, 2008, the Company sold $18,400 face value convertible debenture (“Convertible Debenture”) for an aggregate purchase price of $18,400 to one purchaser. Interest on the Convertible Debenture shall accrue at a rate of 12% per annum based on a 365 day year. The Company shall pay simple interest to the holder on the aggregate unconverted and then outstanding principal amount of this Convertible Debenture at the rate of 12% per annum, payable on the maturity Date, which is December 28, 2009.

At any time subsequent to the expiration of a six month period since either of:

(i) that Registration Statement, as amended, filed with the SEC on Form SB-2 relating to the sale of an aggregate of 17,195,263 shares of our common stock by certain selling shareholders (the “Selling Shareholders Registration Statement”) has been declared effective by the SEC or

(ii) the Selling Shareholder Registration Statement has been withdrawn by the Company.

The holder may convert the Convertible Debenture, in whole but not in part, into our common shares at the conversion rate of $0.15 per Share (“Conversion Shares”).

On January 18, 2008, the Company sold $200,000 face value convertible debenture (“Convertible Debenture”) for an aggregate purchase price of $200,000 to one purchaser. Interest on the Convertible Debenture shall accrue at a rate of 14% per annum based on a 365 day year. The Company shall pay simple interest to the holder on the aggregate unconverted and then outstanding principal amount of this Convertible Debenture at the rate of 14% per annum, payable on the maturity Date, which is January 12, 2010.

At any time subsequent to the expiration of a six month period since either of:

(ii) the Selling Shareholder Registration Statement has been withdrawn by the Company.

The holder may convert the Convertible Debenture, in whole but not in part, into our common shares at the conversion rate of $0.25 per Share (“Conversion Shares”).

On January 18, 2008, the Company sold $100,000 face value convertible debenture (“Convertible Debenture”) for an aggregate purchase price of $100,000 to one purchaser. Interest on the Convertible Debenture shall accrue at a rate of 14% per annum based on a 365 day year. The Company shall pay simple interest to the holder on the aggregate unconverted and then outstanding principal amount of this Convertible Debenture at the rate of 14% per annum, payable on the maturity Date, which is January 12, 2010.

At any time subsequent to the expiration of a six month period since either of:

(ii) the Selling Shareholder Registration Statement has been withdrawn by the Company.

The holder may convert the Convertible Debenture, in whole but not in part, into our common shares at the conversion price of $0.25 per Share (“Conversion Shares”).

The Company shall agree to the granting of a Lien to the Holder against collateral which the Company owns or intends to purchase, namely:

Flow Cytometer (4 Color) (BD Facscanto)

Laboratory computer system/also for enrollments/storage tracking

Hematology Analyzer (celldyne 1800)(ABBOTT)

Laminar Flow Hood 4 ft ( Clean hood) (2)

Bench top centrifuges (2) refrigerated

Small equipment (lab set-up)

Microscope

Tube heat sealers (2 ea)

Barcode printer and labeling device

On February 15, 2008, the Company sold $50,000 face value convertible debenture (“Convertible Debenture”) for an aggregate purchase price of $50,000 to one purchaser. Interest on the Convertible Debenture shall accrue at a rate of 12% per annum based on a 365 day year. The Company shall pay simple interest to the holder on the aggregate unconverted and then outstanding principal amount of this Convertible Debenture at the rate of 12% per annum, payable on the maturity Date, which is February 15, 2010.

At any time subsequent to the expiration of a six month period since either of:

(ii) The Selling Shareholder Registration Statement has been withdrawn by the Company.

The holder may convert the Convertible Debenture, in whole but not in part, into our common shares at the conversion price of $0.10 per Share (“Conversion Shares”).

On March 3, 2008 the Selling Shareholder’s Registration Statement was withdrawn by the Company.

On March 3, 2008, the Company sold $10,000 face value convertible debenture (“Convertible Debenture”) for an aggregate purchase price of $10,000 to one purchaser. Interest on the Convertible Debenture shall accrue at a rate of 12% per annum based on a 365 day year. The Company shall pay simple interest to the holder on the aggregate unconverted and then outstanding principal amount of this Convertible Debenture at the rate of 12% per annum, payable on the maturity Date, which is March 3, 2010.

At any time subsequent to the expiration of a six month period from March 3, 2008, the holder may convert the Convertible Debenture, in whole but not in part, into our common shares at the conversion rate of $0.15 per Share (“Conversion Shares”).

On February 2, 2010 the Company issued 1,433,333 common shares in full satisfaction of a $100,000 face value of convertible debentures bearing interest at 14% per annum.

On February 10, 2010 the Company issued 3,000,000 shares of common stock in satisfaction of $30,000 owed by the Company to holders of the Company’s convertible debentures bearing interest at 12% per annum.

On March 31, 2010 the Company issued 4,000,000 shares of common stock in satisfaction of $40,000 owed by the Company to holders of the Company’s convertible debentures bearing interest at 12% per annum.

On February 17, 2011 the Company issued 1,785,714 common shares in satisfaction of $50,000 face value of convertible debentures.

On December 19, 2011, the Company issued a convertible promissory note in the amount of $50,000 which was funded on December 22, 2011. The note bears an interest rate of eight percent (8%), matures on September 19, 2012 and may be converted after 180 days from execution of this note for shares of the Company’s common stock. The note may be converted at a forty five percent (45%) discount to the average of the lowest 3 closing bid prices of the common stock during the 10 trading days prior to the conversion date. The issuance of the note amounted in a beneficial conversion feature of $40,909 which is amortized under the Interest Method. This convertible promissory note was satisfied in its entirety by the Company as a result of payment to the Holder of $76,884 on June 11, 2012 in accordance with the prepayment conditions of the note. A Loss on Early Extinguishment of Debt of $29,106 was recognized by the Company as a result of this prepayment.

On February 28, 2012, the Company issued a convertible promissory note in the amount of $27,500 which was funded on March 6, 2012. The note bears an interest rate of eight percent (8%), matures on November 30, 2012 and may be converted after 180 days from execution of this note for shares of the Company’s common stock. The note may be converted at a forty five percent (45%) discount to the average of the lowest 3 closing bid prices of the common stock during the 10 trading days prior to the conversion date. This convertible promissory note was satisfied in its entirety by the Company as a result of payment to the Holder of $42,305 on August 29, 2012 in accordance with the prepayment conditions of the note. A Loss on Early Extinguishment of Debt of $14,804 was recognized by the Company as a result of this prepayment.

On April 23, 2012, for no additional consideration, the Company agreed to amend the terms of $25,000 of outstanding convertible debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $16,666 which has been fully amortized. On April 25, 2012 the Company issued 6,944,444 common shares in full satisfaction of this $25,000 in indebtedness.

On April 23, 2012, for no additional consideration, the Company agreed to amend the terms of $10,000 of outstanding convertible debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $6,666 which has been fully amortized. On April 23, 2012 the Company issued 2,777,778 common shares in full satisfaction of this $10,000 in indebtedness.

On April 23, 2012, for no additional consideration, the Company agreed to amend the terms of $15,000 of outstanding convertible debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $10,000 which has been fully amortized. During the quarter ended June 30, 2012 the Company issued 4,168,541 common shares in full satisfaction of this $15,000 in indebtedness.

On May 2, 2012 the Company issued 3,000,000 common shares in satisfaction of $3,000 of existing convertible debt.

On May 3, 2012, for no additional consideration, the Company agreed to amend the terms of $10,000 of outstanding convertible debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $5,384 which has been fully amortized. On May 11, 2012 the Company issued 2,564,103 common shares in full satisfaction of this $10,000 in indebtedness.

On May 4, 2012, for no additional consideration, the Company agreed to amend the terms of $80,000 of outstanding convertible debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $31,111 which has been fully amortized. During the Quarter ended June 30, 2012 the Company issued 41,431,532 common shares in full satisfaction of this $80,000 in indebtedness.

On May 7, 2012, the Company issued a convertible promissory note in the amount of $53,000. The note bears an interest rate of eight percent (8%), matures on February 4, 2013 and may be converted after 180 days from execution of this note for shares of the Company’s common stock. The note may be converted at a forty five percent (45%) discount to the average of the lowest 3 closing bid prices of the common stock during the 10 trading days prior to the conversion date. The issuance of the note amounted in a beneficial conversion feature of $53,000 which is amortized under the Interest Method.

On May 10, 2012, for no additional consideration, the Company agreed to amend the terms of $40,000 of existing indebtedness to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 51% the average of the lowest 3 closing bid prices of the common stock during the 10 trading days prior to the conversion date. The reclassification of this debt resulted in the recognition of a beneficial conversion feature of $28,000 which has been fully amortized. During the quarter ended June 30, 2012 the Company issued 15,331,392 common shares in full satisfaction of this $40,000 in indebtedness.

On June 1, 2012, for no additional consideration, the Company agreed to amend the terms of $40,000 of outstanding convertible debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares (Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price (“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $40,000 which has been fully amortized. During the year ended September 30, 2012 the Company issued 16,434,139 common shares in satisfaction of $40,000 of this indebtedness.

On June 7, 2012, for no additional consideration, the Company agreed to amend the terms of $40,000 of outstanding convertible debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares (Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price (“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $40,000 which has been fully amortized. During the year ended September 30, 2012 the Company issued 26,185,202 common shares in satisfaction of $40,000 of this indebtedness.

On June 7, 2012, for no additional consideration, the Company agreed to amend the terms of $31,000 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 7 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares (Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price (“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $31,000 which has been fully amortized. During the year ended September 30, 2012 the Company issued 22,787,766 common shares in satisfaction of $30,000 of this indebtedness.

On June 7, 2012, for no additional consideration, the Company agreed to amend the terms of $15,000 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 7 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares (Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price (“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $15,000 which has been fully amortized. During the year ended September 30, 2012 the Company issued 9,250,494 common shares in satisfaction of $15,000 of this indebtedness.

On June 7, 2012, for no additional consideration, the Company agreed to amend the terms of $15,000 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 7 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares (Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price (“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $15,000 which has been fully amortized. During the Quarter ended June 30, 2012 the Company issued 10,064,506 common shares in satisfaction of $15,000 of this indebtedness.

On June 7, 2012, for no additional consideration, the Company agreed to amend the terms of $10,000 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 7 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares (Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price (“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $10,000 which has been fully amortized. During the year ended June 30, 2012 the Company issued 6,333,333 common shares in satisfaction of $10,000 of this indebtedness.

On June 7, 2012, for no additional consideration, the Company agreed to amend the terms of $21,000 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 7 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares (Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price (“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $14,000 which has been fully amortized. During the year ended September 30, 2012 the Company issued 11,633,000 common shares in satisfaction of $15,000 of this indebtedness.

On June 22, 2012, for no additional consideration, the Company agreed to amend the terms of $22,300 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 7 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares (Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price (“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $7,433 which has been fully amortized. During the year ended September 30, 2012 the Company issued 19,351,068 common shares in satisfaction of $22,300 of this indebtedness.

On June 22, 2012, for no additional consideration, the Company agreed to amend the terms of $17,179 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 7 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares (Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price (“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $6,871 which has been fully amortized., 2012

On June 22, 2012, for no additional consideration, the Company agreed to amend the terms of $5,000 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares (Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price (“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. The issuance of the note amounted in a beneficial conversion feature of $2,000 which has been fully amortized.

On July 25 the Company issued a convertible promissory note in the amount of $ 63,000. The note bears an interest rate of eight percent (8%), matures on April 30, 2013 and may be converted after 180 days from execution of this note for shares of the Company’s common stock. The note may be converted at a thirty nine percent (39%) discount to the average of the lowest 3 closing bid prices of the common stock during the 10 trading days prior to the conversion date.

On August 20, 2012, the Company issued a convertible promissory note in the principal amount of $165,000. The note bears an annual interest rate of six percent (6%). The unconverted principal amount of the note and any accrued but unpaid interest is payable at the demand of the Holder at any time after August 20, 2013.

The note is convertible into the common shares of the Company as follows:

(a) The Holder shall have the right to convert up to fifty-percent (50%) of the principal amount of the Note (“Principal Amount”) on December 20, 2012, up to seventy-five percent (75%) of the Principal Amount on April 20, 2013, and up to one hundred percent (100%) of the Principal Amount on August 20, 2013.

(b) The Holder shall have the right to convert $25,000 of the principal amount due on this note into 5,000,000 shares of the Company’s common stock at any time on or after August 21, 2012.

With the exception of (b), The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the principal amount of this Note to be converted (the “Conversion Amount”) by the applicable Conversion Price.

The “Conversion Price” means the weighted average of the Trading Prices (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 weighted by the daily Trading Volume. “Trading Price” means the closing bid price on the applicable trading market or, if no closing bid price of such security is available, 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 the Company and the Holder. “Trading Day” shall mean any day on which the Common Stock is tradable for any period 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. The Conversion Price shall be equitably adjusted for stock splits, stock dividends, rights offerings, combinations, recapitalization, reclassifications, extraordinary distributions and similar events by the Company relating to the Lender’s securities. The Minimum Conversion Price is $0.0035 per share. The issuance of the note amounted in a beneficial conversion feature of $61,285 which is amortized under the interest method. During the year ended September 30, 2012 $25,000 of the principal portion of this note was converted into 5,000,000 common shares of the issuer’s common stock.

At September 30, 2012, the following convertible debentures remain outstanding:

(a) $5,000 in aggregate convertible debt bearing simple interest at 10% per annum convertible into the Company’s common stock at share and convertible into common shares of the Company at a conversion price per share equal to 60% (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.

(b) $24,179 in aggregate convertible debt bearing simple interest at 10% per annum convertible into the Company’s common stock at share and convertible into common shares of the Company at a conversion price per share equal to 60% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the seven days immediately preceding a conversion date, as reported by Bloomberg.

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

(d) $116,000 bearing simple interest at 8% per annum of which:

$53,000, which matures on February 4, 2013 and may be converted after 180 days from execution of this note for shares of the Company’s common stock. The note may be converted at a forty five percent (45%) discount to the average of the lowest 3 closing bid prices of the common stock during the 10 trading days prior to the conversion date.

$ 63,000 which bears an interest rate of eight percent (8%), matures on April 30, 2013 and may be converted after 180 days from execution of this note for shares of the Company’s common stock. The note may be converted at a thirty nine percent (39%) discount to the average of the lowest 3 closing bid prices of the common stock during the 10 trading days prior to the conversion date.

(e) $140,000 bearing an annual interest rate of six percent (6%) of which the unconverted principal amount of the note and any accrued but unpaid interest is payable at the demand of the Holder at any time after August 20, 2013.

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

As of September 30, 2012 the Aggregate Amount of Convertible Debentures outstanding was $365,880 and the Aggregate Amount of Unamortized discount was $65,371.

As of September 30, 2011 the Aggregate Amount of Convertible Debentures outstanding was $313,701 and the Aggregate Amount of Unamortized discount was $0.

NOTE 11. COMMITMENTS AND CONTINGENCIES

On February 3, 2011, a Complaint (“Complaint”) was filed in the U.S. District Court Middle District of the State of Pennsylvania against the Company, the Company’s Chairman and Entest. by 18KT.TV LLC (“Plaintiffs”). The Complaint is seeking damages from the Company and Entest in excess of $125,000 and alleges breach of contract, unjust enrichment and breach of implied in fact contract by the Company and Entest in connection with agreements entered into with the plaintiffs by both the Company and Entest.

On October 24,2011 a Complaint (“Complaint”) was filed in the Superior Court of the State of California, County of San Diego Central Division against the Company, the Company’s Chairman, and American Stock Transfer and Trust Company LLC by Rick Plote. The Complaint seeks damages from the defendants jointly and severally of no less than $615, 000 and alleges breach of written agreement, breach of written guarantee and fraud in connection with the defendant’s failure to transfer 4,000,000 common shares of the Company beneficially owned by the company’s Chairman and CEO and pledged by the Company’s Chairman to secure payment of a promissory note issued by an unaffiliated third party.

NOTE 12. INVESTMENT SECURITIES

As of the quarter ending June 30, 2012 the Company reclassified 10,000,000 common shares of Entest as Securities Available for Sale from Securities Accounted for under the Equity Method.

NOTE 13. STOCK TRANSACTIONS

During the year ended September 30, 2012 the Company:

Issued 5,000,000 Common Shares to the order of a broker dealer in consideration for services rendered as Placement Agent and valued at $65,000.

Issued 12,000,000 shares to an employee for services rendered valued at $86,400 subject to a vesting schedule

Issued 12,000,000 shares to an employee for services rendered valued at $48,000 subject to a vesting schedule

Issued 205,821,802 Common Shares in satisfaction of $405,300 of Convertible Notes Payable

Issued 90,000 shares of Series AA Preferred Stock to the Company’s CEO

Issued 16,496,338 common shares pursuant to contractual obligations to debt holders resulting in the Company recognizing expenses of $66,372 in connection with such issuances.

issued 75,000 of its Non Voting Convertible Preferred Stock in accordance with the terms and conditions of that Equity Purchase Agreement (the "Purchase Agreement") entered into by and between the Company and Southridge Partners II, LP (See Note 5)

NOTE 14. SUBSEQUENT EVENTS

On October 24, 2012 a settlement agreement was executed the terms of which require the litigation being dismissed with prejudice by Rick Plote, the grant to both of the Company and the Company’s Chairman of a waiver and release of and from all claims by Plote and certain third parties , the grant to Plote and certain third parties of a waiver and release of and from all claims by the Company and the Company’s Chairman. The grant of waiver and release by the Company to Plote and certain third parties is the sole obligation imposed on the Company by the settlement agreement.

Between October 19, 2012 and December 12, 2012 the Company:

	(a)	Amended the terms and conditions of $60,000 of existing indebtedness to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.
	(b)	Amended the terms and conditions of $80,000 of existing indebtedness to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 20 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.

On October 19, 2012 the Company issued 8,635,222 Common Shares in satisfaction of $9,000 of outstanding convertible indebtedness

On October 19, 2012 the Company issued 5,756,000 Common Shares in satisfaction of $6,000 of outstanding convertible indebtedness

On November 2, 2012 the Company issued 17,500,00 Common Shares in satisfaction of $5,000 of outstanding indebtedness

On November 8, 2012 the Company issued 15,964,912 Common Shares in satisfaction of $9,100 of outstanding convertible indebtedness

On November 9, 2012 the Company issued 14,158,067 Common Shares in satisfaction of $8,179 of outstanding convertible indebtedness

On November 9, 2012 the Company issued 17,500,00 Common Shares in satisfaction of $5,000 of outstanding indebtedness

On November 14, 2012 the Company issued 32,000,000 Common Shares in satisfaction of $17,600 of outstanding convertible indebtedness

On November 19, 2012 the Company issued 16,000,000 Common Shares in satisfaction of $5,600 of outstanding convertible indebtedness

On November 21, 2012 the Company issued 17,500,000 Common Shares in satisfaction of $5,000 of outstanding indebtedness

On November 29, 2012 the Company issued 46,212, 122 Common Shares in satisfaction of $15,250 of outstanding convertible indebtedness

On November 29, 2012 the Company issued 30,303,030 Common Shares in satisfaction of $10,000 of outstanding convertible indebtedness

On November 29, 2012 the Company issued 14,452,111 Common Shares in satisfaction of $5,000 of outstanding convertible indebtedness

On December 10, 2012 the Company issued 30,303,030 Common Shares in satisfaction of $10,000 of outstanding convertible indebtedness

On December 12 , 2012 the Company issued 57,159,091 Common Shares in satisfaction of $12,575 of outstanding convertible indebtedness

On December 12 , 2012 the Company issued 9,242,425 Common Shares pursuant to contractual obligations to debt holders.

On November 27, 2012 the Company amended its certificate of incorporation by amending Article 4 to be and read as follows:

"FOURTH. The total number of shares of stock which this corporation is authorized to issue is:

Two Billion (2,000,000,000) shares of Common Studs with a par value of $0.0001 each; and Twenty Million (20,000,000) shares of Preferred Stock with a par value of $0.0001 each, Two Hundred Thousand (200,000) shares of Non Voting Preferred Stock with a par value of $1.00 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.

The Common Stock authorized by this Certificate of Incorporation may be issued from time to time in one or more series. The Board of Directors of the Corporation shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of any series of the Common Stock that may be desired. Subject to the limitation on the total number of shares of Common Stock which the Corporation has authority to issue hereunder, the Board of Directors is also authorized to increase or decrease the number of shares of any series, subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

The Preferred Stock authorized by this Certificate of Incorporation may be issued from time to time in one or more series. The Board of Directors of the Corporation shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of any series of the Preferred Stock that may be desired. Subject to the limitation on the total number of shares of Preferred Stock which the Corporation has authority to issue hereunder, the Board of Directors is also authorized to increase or decrease the number of shares of any series, subsequent to the issue of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.”

EXHIBITS:

31.1		CERTIFICATION BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT
32.1		CERTIFICATION BY CEO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT
31.2		CERTIFICATION BY CEO PURSUANT TO SECTION 302 OF SARBANES OXLEY ACT
32.2		CERTIFICATION BY CFO PURSUANT TO SECTION 906 OF SARBANES OXLEY ACT

SIGNATURES

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

			Bio-Matrix Scientific Group, Inc.

		By:	/s/ David R. Koos
			Name: David R. Koos
			Title: President, Chairman, Chief Executive Officer
			Date: July 31, 2013

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 July , 2013.

			Bio-Matrix Scientific Group, Inc.

		By:	/s/ David R. Koos
			Name: David R. Koos
			Title: President, Chairman, Chief Executive Officer, Acting Chief Financial Officer
			Date: July 31, 2013.

Rivulet Media (RIVU) 10-K/A2012 FY Annual report (amended)