SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 4
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 1,993,299,049 shares of Common Stock outstanding as of August 6, 2013.
EXPLANATORY NOTE
THIS AMENDMENT NO.4 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
| BIO-MATRIX SCIENTIFIC GROUP, INC. | ||||||||||||
| (A Development Stage Company) | ||||||||||||
| Condensed Consolidated Statement of Cash Flows | ||||||||||||
| (unaudited) | (unaudited) | (unaudited) | ||||||||||
| Six Months Ended March 31, | Six Months Ended March 31, | From inception to March 31, | ||||||||||
| 2013 | 2012 | 2013 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||
| Net Income (loss) | $ | (1,538,154 | ) | $ | (718,407 | ) | $ | 25,009,157 | ||||
| Adjustments to reconcile net Income to net cash (used in) provided by operating activities: | ||||||||||||
| Depreciation expense | -- | -- | 2,667 | |||||||||
| Stock issued for compensation to employees | 26,400 | -- | 1,253,551 | |||||||||
| Stock issued for services rendered by consultants | -- | -- | 4,223,130 | |||||||||
| Stock issued for prepaid expenses | -- | -- | 313,665 | |||||||||
| Stock issued for interest | 4,640 | -- | 143,187 | |||||||||
| Stock issued for expenses | 640,000 | -- | 640,000 | |||||||||
| Gain recognized on deconsolidation of subsidiary | (42,000,000 | ) | ||||||||||
| Changes in operating assets and liabilities: | ||||||||||||
| (Increase) decrease in prepaid expenses | -- | -- | (15,000 | ) | ||||||||
| Increase (Decrease) in Accounts Payable | 14,805 | -- | 147,845 | |||||||||
| Increase (Decrease) in Accrued Expenses | 254,510 | 198,939 | 834,976 | |||||||||
| Increase (Decrease) in Bank Overdraft | 2,286 | -- | 2,286 | |||||||||
| Increase (Decrease) in Due to Affiliate | (4,245 | ) | 240 | 34,895 | ||||||||
| Equity in Loss of Entest | -- | 399,082 | 663,649 | |||||||||
| Net Cash Provided by (Used in) Operating Activities | (599,758 | ) | (120,146 | ) | (8,745,992 | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||
| ( Increase) Decrease in Other Assets | -- | -- | (4,200 | ) | ||||||||
| Purchases of fixed assets | -- | -- | (541,536 | ) | ||||||||
| Disposal of Fixed Assets | -- | -- | 7,300 | |||||||||
| Loss on Disposal of Equipment | -- | -- | 531,569 | |||||||||
| Net Cash Provided by (Used in) Investing Activities | -- | -- | (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 | 35,223 | -- | 101,595 | |||||||||
| Additional paid in Capital | 390,000 | 40,909 | 1,352,945 | |||||||||
| Principal borrowings on Convertible Debentures | 431,537 | 58,993 | 1,137,346 | |||||||||
| Principal borrowings (repayments) on notes and Convertible Debentures | (322,070 | ) | 20,157 | 2,610,459 | ||||||||
| Net Borrowings From Related Parties | -- | -- | 1,195,196 | |||||||||
| Contributed Capital | -- | -- | 509,353 | |||||||||
| Increase (Decrease) in Notes from Affiliated party | -- | -- | 1,000 | |||||||||
| (Increase) Decrease in Deferred Financing Costs | (65,000 | ) | ||||||||||
| Net Cash Provided by (Used in) Financing Activities | 534,690 | 120,059 | 8,763,543 | |||||||||
| Net Increase (Decrease) in Cash | (65,068 | ) | (87 | ) | 10,684 | |||||||
| Cash at Beginning of Period | 75,752 | 331 | 0 | |||||||||
| Cash at End of Period | $ | 10,684 | $ | 244 | $ | 10,684 | ||||||
| Supplemental Disclosure of Noncash investing and financing activities: | ||||||||||||
| Common Shares Issued for Debt | $ | 379,179 | $ | -- | $ | 2,088,412 | ||||||
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: September 9, 2013 | By: | /s/David R. Koos |
| David R. Koos Chief Executive Officer | ||
