SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 3
Quarterly Report under Section 13 or 15 (d) of
Securities Exchange Act of 1934
For Period ended March 31, 2013
Commission File Number 0-32201
BIO-MATRIX SCIENTIFIC GROUP, INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 33-0824714 |
| (State of Incorporation) | (I.R.S. Employer Identification No.) |
| 4700 Spring Street, Suite 304, La Mesa, California | 91942 |
| (Address of Principal Executive Offices) | (Zip Code) |
(619) 702-1404
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☑ No☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☑ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| ☐ Large accelerated filer | ☐ Accelerated filer |
| ☐ Non-accelerated filer | ☑ Smaller reporting company |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) (check one): Yes☐ No ☑
There were 1,998,299,049 shares of Common Stock outstanding as of August 6, 2013.
EXPLANATORY NOTE
THIS AMENDMENT NO. 3 TO BIO-MATRIX SCIENTIFIC GROUP, INC’S (THE “COMPANY”) FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2013 (“FORM 10-Q”) IS BEING FILED SOLELY TO AMEND THE FOLLOWING PORTIONS OF AMENDMENT NO. 2 TO THE FORM 10-Q (“ORIGINAL FILING”).
PART 1, ITEM 1 FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET
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 ORIGIN
PART I - ITEM 1 FINANCIAL INFORMATION
| As of | As of | |||||||
| March 31, 2013 | September 30, 2012 | |||||||
| Unaudited | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 10,684 | 75,752 | |||||
| Prepaid expenses | 15,000 | 15,000 | ||||||
| Total current assets | 25,684 | 90,752 | ||||||
| PROPERTY & EQUIPMENT (Net of Accumulated Depreciation | 0 | 0 | ||||||
| OTHER ASSETS | ||||||||
| Deposits | 4,200 | 4,200 | ||||||
| Deferred Financing Costs | 65,000 | 65,000 | ||||||
| Investment in Subsidiary | -- | -- | ||||||
| Available for Sale Securities | 35,000 | 22,000 | ||||||
| Total Other Assets | 104,200 | 91,200 | ||||||
| TOTAL ASSETS | $ | 129,884 | 181,952 | |||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 147,844 | 133,039 | |||||
| Notes payable | 479,950 | 817,020 | ||||||
| Bank Overdraft | 2,286 | -- | ||||||
| Accrued Payroll | 543,192 | 307,692 | ||||||
| Accrued Payroll Taxes | 31,411 | 27,769 | ||||||
| Accrued Interest | 225,437 | 210,069 | ||||||
| Accrued Expenses | 5,000 | 5,000 | ||||||
| Convertible Note Payable Net of Unamortized Discount | 367,867 | 300,509 | ||||||
| Due to Affiliate | 34,865 | 39,140 | ||||||
| Current portion, note payable to affiliated party | 1,000 | 1,000 | ||||||
| Total current liabilities | 1,838,882 | 1,841,238 | ||||||
| Total liabilities | $ | 1,838,882 | 1,841,238 | |||||
| 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 March 31, 2013 and September 30 2012 | 197 | 197 | ||||||
| Series AA Preferred ($0.0001 par value) 100,000 shares authorized 94,852 issued and outstanding as of March 31, 2013 and September 30, 2012 | 9 | 9 | ||||||
| Series B Preferred Shares ($.0001 par value) 2,000,000 shares authorized; 725,409 issued and outstanding as of March 31, 2013 and September 30 , 2012 respectively | 73 | 73 | ||||||
| Common Stock ($.0001 par value) 2,000,000,000 shares authorized; 1,360,232,659 and 323,507,887 issued and outstanding as of March 31, 2013 and September 30 , 2012 respectively | 136,022 | 32,350 | ||||||
| Non Voting Convertible Preferred Stock ($1 Par value) 200,000 shares authorized;75,000 and 75,000 issued and outstanding as of September 30, 2012 and March 31, 2013 | 75,000 | 75,000 | ||||||
| Additional Paid-in Capital | 13,862,550 | 12,490,780 | ||||||
| Contributed Capital | 509,355 | 509,355 | ||||||
| Retained Earnings (Deficit) accumulated during the development stage | 25,009,157 | 26,547,311 | ||||||
| Accumulated other comprehensive income (loss) | (41,301,361 | ) | (41,314,361 | ) | ||||
| Total stockholders' equity (deficit) | (1,708,998 | ) | (1,659,286 | ) | ||||
| Total liabilities and stockholders' deficit | $ | 129,884 | 181,952 | |||||
The Accompanying Note are an Integral Part of These Financial Statements.
EXHIBITS
| 31.1 | Certification of Chief Executive Officer |
| 31.2 | Certification of Acting Chief Financial Officer |
| 32.1 | Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURES
In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Bio-Matrix Scientific Group, Inc. | ||
| Date: August 20, 2013 | By: | /s/David R. Koos |
| David R. Koos Chief Executive Officer | ||
