UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K /A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 9, 2013
Bio-Matrix Scientific Group, Inc.
(Exact Name of Company as Specified in Charter)
| Delaware | 0-32201 | 33-0824714 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
4700 Spring Street, Suite 304
La Mesa California, 91942
(Address of Principal Executive Offices, Zip Code)
Company’s telephone number, including area code: (619) 702-1404
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.02 Non-Reliance on Previously Issued Financial Statements.
On September 9, 2013 the Board of Directors of Bio Matrix Scientific Group,Inc. (the “Company”) concluded that previously issued statements of cash flows for the year ended September 30, 2012, three months ended December 31, 2012, six months ended March 31, 2013, nine months ended June 30, 2013 and 2012 and for the periods from inception to June 30, 2012, September 30, 2012, December 31, 2012, March 31, 2013 and June 30, 2013 should no longer be relied upon because of errors in such statements. The Board of Directors concluded that certain items included within the Company’s Consolidated Statement of Cash Flows for the year ended September 30, 2012 and for the period from inception to September 30, 2012 constituted noncash activities which do not affect Net Income and these items have been eliminated from the Company’s Statements of Cash Flows for the periods below indicated.
Consolidated Statement of Cash Flows for the year ended September 30 2012 CASH FLOWS FROM OPERATING ACTIVITIES | As originally presented (42,740,362) | Elimination (41,314,361) Increase (Decrease) in Other Comprehensive Income | As Restated (1,426,001) |
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Consolidated Statement of Cash Flows from inception to September 30 2012 CASH FLOWS FROM OPERATING ACTIVITIES | As originally presented (49,510,595) | Elimination (41,364,361) Increase (Decrease) in Other Comprehensive Income | As Restated (8,146,234) |
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Consolidated Statement of Cash Flows for the year ended September 30 2012 CASH FLOWS FROM FINANCING ACTIVITIES | As originally presented 42,794,994 | Elimination: 41,336,361 (Increase) Decrease in Investment in Subsidiary Elimination: (22,000) (Increase) Decrease in Securities available for Sale | As Restated 1,480,633 |
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Consolidated Statement of Cash Flows from inception to September 30 2012 CASH FLOWS FROM FINANCING ACTIVITIES | As originally presented 49,593,214 | Elimination 41,336,361 Increase (Decrease) in Investment in Subsidiary Elimination: Elimination: (Increase) Decrease in Securities available for Sale 28,000 | As Restated 8,228,853 |
On September 9, 2013 the Company determined that certain items included within the Company’s Consolidated Statement of Cash Flows for the quarter ended December 31, 2012 and for the period from inception to December 31, 2012 constituted noncash activities which do not affect Net Income and these items have been eliminated from the Company’s Statements of Cash Flows for the periods below indicated.
Consolidated Statement of Cash Flows for the quarter ended December 31 2012 CASH FLOWS FROM OPERATING ACTIVITIES | As originally presented (463,776) | Elimination (11,000) ) Increase (Decrease) in Other Comprehensive Income | As Restated (452,776) |
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Consolidated Statement of Cash Flows from inception to December 31, 2012 CASH FLOWS FROM OPERATING ACTIVITIES | As originally presented (49,974,371) | Elimination (41,375,361) Increase (Decrease) in Other Comprehensive Income | As Restated (8,599,010) |
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Consolidated Statement of Cash Flows for the quarter ended December 31, 2012 CASH FLOWS FROM FINANCING ACTIVITIES | As originally presented 388,839 | Elimination 11,000 (Increase) Decrease in Securities available for Sale | As Restated 377,839 |
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Consolidated Statement of Cash Flows from inception to September 30 2012 CASH FLOWS FROM FINANCING ACTIVITIES | As originally presented 49,982,053 | Elimination 41,336,361 Increase (Decrease) in Investment in Subsidiary Elimination: (Increase) Decrease in Securities available for Sale 39,000 | As Restated 8,228,853 |
On September 9, 2013 the Company determined that certain items included within the Company’s Consolidated Statement of Cash Flows for the six months ended March 31, 2013 and for the period from inception to march 31, 2013 constituted noncash activities which do not affect Net Income and these items have been eliminated from the Company’s Statements of Cash Flows for the periods below indicated
Consolidated Statement of Cash Flows for the six months ended March 31 2013 CASH FLOWS FROM OPERATING ACTIVITIES | As originally presented (586,758) | Elimination 13,000 Increase (Decrease) in Other Comprehensive Income | As Restated (599,758) |
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Consolidated Statement of Cash Flows from inception to March 31, 2013 CASH FLOWS FROM OPERATING ACTIVITIES | As originally presented (50,097,353) | Elimination (41,351,361) Increase (Decrease) in Other Comprehensive Income | As Restated (8,745,992) |
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Consolidated Statement of Cash Flows for the six months ended March 31, 2013 CASH FLOWS FROM FINANCING ACTIVITIES | As originally presented 521,690 | Elimination (13,000) (Increase) Decrease in Securities available for Sale | As Restated 534,690 |
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Consolidated Statement of Cash Flows from inception to March 31, 2013 CASH FLOWS FROM FINANCING ACTIVITIES | As originally presented 50,114,904 | Elimination 41,336,361 Increase (Decrease) in Investment in Subsidiary Elimination: (Increase) Decrease in Securities available for Sale 15,000 | As Restated 8,763,543 |
On September 9, 2013 the Company determined that certain items included within the Company’s Consolidated Statement of Cash Flows for the nine months ended June 30, 2013 and for the period from inception to June 30, 2013 constituted noncash activities which do not affect Net Income and these items have been eliminated from the Company’s Statements of Cash Flows for the periods below indicated
Consolidated Statement of Cash Flows for the nine months ended June 30 2013 CASH FLOWS FROM OPERATING ACTIVITIES | As originally presented (873,795) | Elimination 2,000 Increase (Decrease) in Other Comprehensive Income | As Restated (875,795) |
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Consolidated Statement of Cash Flows from inception to June 30, 2013 CASH FLOWS FROM OPERATING ACTIVITIES | As originally presented (50,384,390) | Elimination (41,362,361) Increase (Decrease) in Other Comprehensive Income | As Restated (9,022,029) |
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Consolidated Statement of Cash Flows for the nine months ended June 30, 2013 CASH FLOWS FROM FINANCING ACTIVITIES | As originally presented 808,325 | Elimination (2000) (Increase) Decrease in Securities available for Sale | As Restated 810,325 |
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Consolidated Statement of Cash Flows from inception to March 31, 2013 CASH FLOWS FROM FINANCING ACTIVITIES | As originally presented 50,401,539 | Elimination 41,336,361 Increase (Decrease) in Investment in Subsidiary Elimination: (Increase) Decrease in Securities available for Sale 26,,000 | As Restated 9,039,178 |
On September 9, 2013 the Company determined that certain items included within the Company’s Consolidated Statement of Cash Flows for the nine months ended June 30, 2012 constituted noncash activities which do not affect Net Income and these items have been eliminated from the Company’s Statements of Cash Flows for the periods below indicated
Consolidated Statement of Cash Flows for the nine months ended June 30 2012 CASH FLOWS FROM OPERATING ACTIVITIES | As originally presented (42,437,014) | Elimination (41,216,361) Increase (Decrease) in Other Comprehensive Income | As Restated (1,220,653) |
Consolidated Statement of Cash Flows for the nine months ended June 30, 2012 CASH FLOWS FROM FINANCING ACTIVITIES | As originally presented 42,466,570 | Elimination (120,000) (Increase) Decrease in Securities available for Sale Elimination 41,336,361 Increase (Decrease) in Investment in Subsidiary | As Restated 1,250,209 |
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The Board of Directors and the management of the Company have discussed with its current independent registered accounting firm the matters referenced above, including the restatement of the abovementioned statements of cash flow to be filed with the United States Securities and Exchange Commission concurrently with this current report on an amendment to the Company’s Form 10-K for the fiscal year ended September 30, 2012 and amendments to the Company’s Form 10-Q for the interim periods ending December 31, 2012, March 31, 2013 and June 30, 2013.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BIO-MATRIX SCIENTIFIC GROUP, INC.
By: /s/ David Koos
David Koos
Chairman & Chief Executive Officer
Dated: February, 10, 2014
