November 6, 2019
Timothy Foat
Chief Executive Officer
Bio-Matrix Scientific Group, Inc.
1204 Tangerine Street
El Cajon, CA 92021
Re: Bio-Matrix Scientific Group, Inc.
Form 10-12G
Filed October 11, 2019
File No. 000-32201
Dear Mr. Foat:
We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-12G filed October 11, 2019
Item 1. Business., page 3
1. Revise to describe the development of your business during the last
three years. Refer to
Item 101(h) of Regulation S-K.
2. Please expand your disclosure to address the status of your predecessor
business (i.e., Bio
Matrix Scientific Group, Inc. prior to the reverse acquisition with Pine
Hills, Inc.) and
whether there are any continuing operations.
Item 2. Financial Information.
Management's Discussion and Analysis, page 5
3. Revise your discussion to describe other components of your financial
statements, such as
your expenses, so that a reader can appreciate how your operations have
historically
performed. Refer to Item 303(a)(3) of Regulation S-K.
Timothy Foat
Bio-Matrix Scientific Group, Inc.
November 6, 2019
Page 2
4. Please expand your disclosure to explain the nature of your revenues
and to provide
analysis to enable an understanding of the results of your operations.
Refer to Item 303(a)
of Regulation S-K and Release No. 33-8350 "Interpretation: Commission
Guidance
Regarding Management's Discussion and Analysis of Financial Condition
and Results of
Operations" which can be located on the Commission's website at
https://www.sec.gov/rules/interp/33-8350.htm.
Item 11. Description of Registrant's Securities to be Registered, page 16
5. Revise to describe how many shares of preferred stock, in general, you
are authorized to
issue.
Notes to Consolidated Financial Statements
Note 1. Organization and Summary of Significant Accounting Policies
A. Basis of Accounting, page 23
6. Your disclosure states that you have adopted a September 30 fiscal
year end. This appears
to be inconsistent with Article VIII of your amended and restated By-
Laws filed in
exhibit 3.VIII which states your fiscal year end is July 31. Please
clarify or revise.
Note 1 I. Revenue Recognition, page 25
7. Please expand your disclosures regarding the recognition of revenue
from contracts with
customers to include all the required applicable disclosures from FASB
ASC 606-10-50
including, but not limited to, disaggregation of revenue (ASC
606-10-50-5), performance
obligations (ASC 606-10-50-12), and significant judgments (ASC
606-10-50-17).
General
8. Please be advised that your registration statement will automatically
become effective
sixty days after filing. Upon effectiveness, you will become subject to
the reporting
requirements of the Securities Exchange Act of 1934, even if we have not
resolved all of
the enclosed comments. If you do not wish to incur those obligations
until all of the
FirstName LastNameTimothy Foat
following issues are resolved, you may wish to consider withdrawing your
registration
Comapany NameBio-Matrix Scientific Group, Inc. statement when you have revised
your
statement and resubmitting a new registration
document.
November 6, 2019 Page 2
FirstName LastName
Timothy Foat
FirstName LastNameTimothyInc.
Bio-Matrix Scientific Group, Foat
Comapany 6, 2019
November NameBio-Matrix Scientific Group, Inc.
Page 3
November 6, 2019 Page 3
FirstName LastName
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact James Giugliano at 202-551-3319 or Angela Lumley at
202-551-3398 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Mara Ransom at 202-551-3264 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services