SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 0-32201
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-KSB [_] Form 11-K [_] Form 20-F [ ] Form 10-QSB
[_] Form N-SAR
For Period Ended: September 30, 2006
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended:
Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
BIO MATRIX SCIENTIFIC GROUP, INC.
- -----------------------------------------------------------
Full Name of Registrant
8885 Rehco Road
- -----------------------------------------------------------
Address of Principal Executive Office (Street and Number)
San Diego, California 92121
- -----------------------------------------------------------
City, State and Zip Code
1
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
[X] | (a) The reasons described in reasonable detail in Part III of this
| form could not be eliminated without unreasonable effort or
| expense;
|
| (b) The subject annual report, semi-annual report, transition report
| on Form 10-KSB, Form 20-F, Form 11-K or Form N-SAR, or portion
[X] | thereof will be filed on or before the 15th calendar day following
| the prescribed due date; or the subject quarterly report or
| transition report on Form 10-QSB, or portion thereof will be filed
| on or before the fifth calendar day following the prescribed due
| date; and
|
| (c) The accountant's statement or other exhibit required by Rule
| 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail why the Form 10-KSB,11-K,20-F 10-Q, N-SAR or
the transition report portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed.)
The Form 10-KSB for the year ended September 30, 2006 for Bio Matrix Scientific
Group, Inc. could not be filed within the prescribed period due to the
registrant's inability to close its books for the year in a timely manner. This
delay is primarily attributable to the acquisition of its operating subsidiary
Bio-Matrix Scientific Group, Inc., a Nevada corporation on July 3, 2006. Such
inability could not have been eliminated by the registrant without unreasonable
effort or expense.
2
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
David R. Koos (619) 398-3517 ext. 308
---------------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Registrant completed the acquisition of Bio Matrix Scientific Group, Inc., a
Nevada corporation, on July 3, 2006. This acquisition will result in a
significant change in results of operations from the corresponding period for
the last fiscal year. It is estimated that Costs and Expenses shall have
increased from the corresponding period for the last fiscal year by
approximately $1,603,083, Operating Loss shall have increased from the
corresponding period for the last fiscal year by approximately $1,602,730, Net
Loss shall have increased from the corresponding period for the last fiscal year
by approximately $1,604,098 and Loss per common share shall have increased from
the corresponding period for the last fiscal year by .13 per common share.
BIO MATRIX SCIENTIFIC GROUP, INC.
- -----------------------------------------------------------
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: December 29, 2006 By: /s/ David R. Koos
- ------------------------ -------------------------------------------
Chief Executive Officer
3