UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
10
GENERAL
FORM FOR REGISTRATION OF SECURITIES
Pursuant
to Section 12(b) or (g) of the Securities Exchange Act of 1934
Bio
Matrix Scientific Group, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
|
33-0824714
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
|
|
1204
Tangerine Street
El
Cajon, CA
|
92021
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
(
619 822 2602 )
Securities
to be registered pursuant to Section 12(b) of the Exchange Act:
None
Securities
to be registered pursuant to Section 12(g) of the Exchange Act:
Common
Stock, $0.0001 par value
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” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
Non-accelerated
filer ☐
|
Smaller
reporting company ☒
|
FORWARD-LOOKING
STATEMENTS
This
Form 10, including the documents that will be incorporated by reference into this Form 10, contains “forward-looking statements”
regarding our plans, expectations, estimates and beliefs. Forward-looking statements in this Form 10 are typically identified
by words such as “anticipate,” “believe,” “expect,” “estimate,” “intend,”
“will,” “may” and other similar expressions. These forward-looking statements may include, among other
things, statements about:
• Our
capital needs
• The
competitiveness of the business in our industry
• Our
strategies
• Other
statements that are not historical facts.
These
statements are only predictions, based on our current expectations about future events. Although we believe the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements or that predictions
or current expectations will be accurate. These forward-looking statements involve risks and uncertainties, and our actual results,
performance, or achievements could differ materially from those expressed or implied by these forward-looking statements. Factors
that could cause our actual results, performance, or achievements to differ include the following, among others:
• Changes
in general economic and business conditions
• Actions
of our competitors
• Changes
in any regulatory requirements
• The
time and expense involved in research and development activities
• Changes
in our business strategies
The
forward-looking statements in this Form 10 reflect what we currently anticipate will happen. What actually happens could differ
materially from what we currently anticipate will happen. We do not undertake any responsibility to update information in this
Form 10 or incorporate by reference into this Form 10 if any forward-looking statement later turns out to be inaccurate.
Item
1. Business.
Bio-Matrix
Scientific Group, Inc. (“Company”) was organized October 6, 1998, under the laws of the State of Delaware as Tasco
International, Inc.
From
October 6, 1998 to June 3, 2006 its activities have been limited to capital formation, organization, and development of its business
plan to provide production of visual content and other digital media, including still media, 360-degree images, video, animation
and audio for the Internet.
On
July 3, 2006 the Company abandoned its efforts in the field of digital media production when it acquired 100% of the share capital
of Bio-Matrix Scientific Group, Inc., a Nevada corporation, (“BMSG”) for consideration consisting of 10,000,000 shares
of the common stock of the Company and the cancellation of 10,000,000 shares of the Company owned and held by John Lauring.
As
a result of this transaction, the former stockholder of BMSG held approximately 80% of the voting capital stock of the Company
immediately after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company
by BMSG under the purchase method of accounting, and was treated as a recapitalization with BMSG as the acquirer.
On
July 31, 2019 the Company acquired 100% of the share capital of Pine Hills, Inc. (“Acquisition”), a Wyoming corporation,
for consideration consisting of:
8,160,000,000
common shares of the Company issued to Heather Cassady, the sole shareholder of Pine Hills, Inc. (“Pine Hills Shareholder”)
The
agreement that the sole officer and director of the Company shall resign and the Company shall appoint the nominees of the Pine
Hills Shareholder to serve as Chairman of the Company, Chief Executive Officer of the Company, Chief Financial Officer of the
Company, Secretary of the Company and Treasurer of the Company.
The
cancellation by the Company of all outstanding shares of Series AA and Series AA Preferred stock of the Company.
Upon
completion of the Acquisition, the Pine Hills shareholder owned approximately 54% of the voting capital stock of the Company immediately
after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company by Pine Hills,
Inc. and was treated as a recapitalization with Pine Hills Inc. as the acquirer.
The
Company, through its wholly owned subsidiary Pine Hills, Inc., provides services consisting of data storage and the archiving
of corporate documents.
Within
the last three years we have not:
been
in bankruptcy, receivership or any similar proceeding;
been
in default of the terms of any note, loan, lease, or other indebtedness or financing arrangement requiring the issuer to make
payments
been
subject to any current, past, pending or threatened legal proceedings or administrative actions either by or against us that could
have a material effect on our business, financial condition, or operations and any current, past or pending trading suspensions
by a securities regulator
Principal
products or services and their markets
The
Company, through its wholly owned subsidiary Pine Hills , Inc., provides the following services:
1.
Long term data and document storage
2.
Daily data backup
3.
The setup of Cloud systems for multiple location information distribution and sharing
The
Company primarily markets its services to small businesses within Southern California which do not possess in house Information
Technology departments.
From
the period from inception (February 7, 2019) to July 31, 2019 Pine Hills, Inc. generated revenue of $12,879. 100% of revenue was
attributable to the providing of long term data and document storage.
Distribution
methods of the products or services
The
Company’s wholly owned subsidiary Pine Hills Inc. distributes its services directly to its customers.
Competitive
business conditions, the issuer’s competitive position in the industry, and methods of competition
Pine
Hills , Inc., our operating subsidiary, is recently formed and has yet to achieve substantial revenues or profits (Revenues from
inception to July 31, 2019 equal $12,879 and operating income for the period equals $742 ). The industries in which we compete
and intend to compete are highly competitive and characterized by rapid technological advancement. Many of our competitors have
greater resources than we do. We intend to compete by providing simple, cost effective solutions to data management, sharing and
storage to small businesses in the Southern California region.
Sources
and availability of raw materials and the names of principal suppliers:
The
supplies and materials required to conduct our operations are available through a wide variety of sources and are currently obtained
through a wide variety of sources.
Dependence
on one or a few major customers:
During
the period beginning with the inception of Pine Hills, Inc. to July 31, 2019:
One
customer accounted for 73.8% of our revenue
One
customer accounted for 16.2% of our revenue
Patents,
trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including their duration:
None
The
need for any government approval of principal products or services and the status of any requested government approvals:
The
providing of the Company’s principal services do not require government approval.
Effect
of existing or probable governmental regulations on the business;
The
Company is unaware of any existing or probable governmental regulation which would have a material effect on the Company’s
business.
Estimate
of the amount spent during each of the last two fiscal years on research and development activities, and, if applicable, the extent
to which the cost of such activities are borne directly by customers;
During
the period from inception to July 31, 2019 the Company’s operating subsidiary has not spent funds on research and development
activities.
Costs
and effects of compliance with environmental laws (federal, state and local);
We
have not incurred any unusual or significant costs to remain in compliance with any environmental laws.
Number
of total employees and number of full-time employees
As
of the date of this document, the Company has 2 employees of which one is full time.
Item
2. Financial Information.
Management's
discussion and analysis of financial condition and results of operations
As
of July 31, 2019 the Company had Cash of $1,722 and Current Liabilities of $67,687 consisting of Notes Payable and Accounts Payable.
During the period beginning with the inception of Pine Hills, Inc. ( February 7, 2019) and ending July 31, 2019 the Company had
revenues of $12,879 and operating income of $742. During the period beginning with the inception of Pine Hills, Inc. ( February
7, 2019) and ending July 31, 2019 the Company recognized a Net Loss of $1,573,483 primarily attributable to a one time noncash
charge of $1,574,225 resulting from the aggregate of:
15,
616,865, 172 Common Shares of the Company recognized in the reverse merger with Pine Hills, Inc. (“Reverse Merger”)
at par value ($0.0001)
2,025,846
Preferred Shares of the Company recognized in the Reverse Merger at par value ($0.0001)
724,222
of the Series B Preferred Shares of the Company recognized in the Reverse Merger at par value ($0.0001)
a
noncash charge of $12,483 representing the net liabilities recognized in the Reverse Merger.
As
our operating subsidiary was not formed until February 7, 2019 there is no comparable prior period.
The
Company feels it will not be able to satisfy its cash requirements over the next twelve months and shall be required to seek additional
financing.
From
inception to the date of this document sources of liquidity for our operating subsidiary have primarily been revenues from operations.
The
Company currently plans to raise additional funds primarily by offering securities for cash.
There
is no guarantee that we will be able to raise any capital through any type of offerings. We cannot assure that we will be successful
in obtaining additional financing necessary to implement our business plan. We have not received any commitment or expression
of interest from any financing source that has given us any assurance that we will obtain the amount of additional financing in
the future that we currently anticipate. For these and other reasons, we are not able to assure that we will obtain any additional
financing or, if we are successful, that we can obtain any such financing on terms that may be reasonable in light of our current
circumstances.
As
of September 27, 2019 we are not party to any binding agreements which would commit the Company and/or the Company’s operating
subsidiary to any material capital expenditures.
Off
Balance Sheet Arrangements
We
are not party to any off balance sheet arrangements, as “Off Balance Sheet Arrangement” is defined in Regulation SK
Item 303 4(ii).
Item
3. Properties.
The
Company is currently utilizing the home of Timothy Foat (Chief Executive Officer of the Company, Chief Financial Officer of the
Company, Secretary of the Company and Treasurer of the Company) as its principal executive office. This space is being provided
free of charge to the Company.
Item
4. Security Ownership of Certain Beneficial Owners and Management.
The
following table sets forth information known to the Company with respect to the beneficial ownership of each class of the Company’s
capital stock as of September 30, 2019 for (1) each person known by the Company to beneficially own more than 5% of each
class of the Company’s voting securities, (2) each executive officer, (3) each of the Company’s directors
and (4) all of the Company’s executive officers and directors as a group.
Based
on 15,616,865,172 shares outstanding as of September 30, 2019
|
|
|
|
|
|
|
|
Title
of Class
|
|
Name
and Address
|
|
|
No.
of shares
|
|
|
%
|
|
Common
|
|
Heather
Cassady
|
|
|
8,160,000,000
|
|
|
52.25%
|
|
|
c/o
Bio Matrix Scientific Group, Inc.
|
|
|
|
|
|
|
|
|
|
1204
Tangerine Street
|
|
|
|
|
|
|
|
|
|
El
Cajon, CA
|
|
|
|
|
|
|
|
Common
|
|
Timothy
Foat
|
|
|
|
|
|
|
|
|
|
c/o
Bio Matrix Scientific Group, Inc.
|
|
|
16,753,546
|
*
|
|
0.11%
|
|
|
1204
Tangerine Street
|
|
|
|
|
|
|
|
|
|
El
Cajon, CA
|
|
|
|
|
|
|
|
All
Officers and Directors as a group
|
|
|
8,176,753,546
|
|
|
52.36%
|
|
|
|
|
|
|
|
|
|
|
*
Includes 12,500,000 shares held by the Sherman Family Trust for which Mr. Foat serves, as Trustee
|
Includes
672,500 shares held by Dunhill Ross Partners, Inc. which is controlled by Mr. Foat
|
|
Includes
792,500 shares held by the Bio Technology Business Trust for which Mr. Foat serves as Trustee
|
|
Includes
437,143 shares held by Bioscientific Consultants LLC which is controlled by Mr. Foat
|
|
|
Includes
3,757 shares held by Sunset Cliff Compliance which is controlled by Mr. Foat
|
|
|
|
Based
on 2,025,760 shares outstanding as of September 30, 2019
|
|
|
|
|
|
|
|
Title
of Class
|
|
Name
and Address
|
|
|
No.
of shares
|
|
|
%
|
Preferred
|
|
Timothy
Foat
|
|
|
4,555
|
*
|
|
less
than 1%
|
|
|
c/o
Bio Matrix Scientific Group, Inc.
|
|
|
|
|
|
|
|
|
1204
Tangerine Street
|
|
|
|
|
|
|
|
|
El
Cajon, CA
|
|
|
|
|
|
|
Preferred
|
|
David
Koos
|
|
|
524,079
|
**
|
|
25.87%
|
|
|
4700
Spring Street
|
|
|
|
|
|
|
|
|
La
Mesa CA 91941
|
|
|
|
|
|
|
All
Officers and Directors as a group
|
|
|
4,555
|
*
|
|
less
than 1%
|
|
|
|
|
|
|
|
|
|
*
Includes 2,300 shares held by the Bio Technology Business Trust for which Mr. Foat serves as Trustee
|
Includes
1,068 shares held by Bioscientific Consultants LLC which is controlled by Mr. Foat
|
Includes
1,187 shares held by Dunhill Ross Partners, Inc. which is controlled by Mr. Foat
|
**
includes 458,503 from the BMXP Holdings Shareholders Business Trust for which Mr. Koos acts as Trustee
|
Includes
62,056 from Bombardier Pacific Ventures an entity controlled by Mr. Koos.
|
Based
on 724,198 shares outstanding as of September 30, 2019
|
|
|
|
|
|
|
|
Title
of Class
|
|
Name
and Address
|
|
|
No.
of shares
|
|
|
%
|
Preferred
B
|
|
Timothy
Foat
|
|
|
|
|
|
|
|
|
c/o
Bio Matrix Scientific Group, Inc.
|
|
|
4973
|
*
|
|
less
than 1%
|
|
|
1204
Tangerine Street
|
|
|
|
|
|
|
Preferred
B
|
|
David
Koos
|
|
|
95176
|
|
|
13.14%
|
|
|
4700
Spring Street
|
|
|
|
|
|
|
|
|
La
Mesa CA 91941
|
|
|
|
|
|
|
All
Officers and Directors as a Group
|
|
4973
|
*
|
|
less
than 1%
|
|
|
|
|
|
|
|
|
|
*
Includes 2678 shares held by Bioscientific Consultants LLC which is controlled by Mr. Foat
|
Includes
179 shares held by the Bio Technology Business Trust for which Mr. Foat serves as Trustee
|
Includes
75 shares held by Sunset Cliff Compliance which is controlled by Mr. Foat
|
|
**
includes 9,171from the BMXP Holdings Shareholders Business Trust for which Mr. Koos acts as Trustee
|
Includes
58,935 from Bombardier Pacific Ventures an entity controlled by Mr. Koos.
|
|
Item
5. Directors and Executive Officers.
Heather
Cassady, 48 years old, is Chairman of the Board of Directors of the Company and Chief Technology Officer and sole officer of Pine
Hills, Inc.
Ms.
Cassady has served as Chairman of the Board of Directors of the Company since July 31, 2019. Ms. Cassady has been employed as
Chief Technology Officer of Pine Hills, Inc. and President of Pine Hills, Inc. from February 7, 2019 to the date of this document.
Ms.
Cassady has been granted a Certificate in Medical Billing from Kaplan College.
5
Year Employment History
Position:
|
|
Company
Name:
|
|
Employment
Dates:
|
Independent
Consultant providing billing systems and data management services
|
|
N/A
|
|
February
1, 2013 to February 7, 2019
|
Sole
Officer, Chief Technology Officer
|
|
Pine
Hills, Inc.
|
|
February
7, 2019 to the Present
|
Directorships
Held
Chairman
|
|
Bio-Matrix
Scientific Group, Inc.
|
|
July
31, 2019 to the Present
|
Mr.
Timothy Foat, 54 Years Old, has served as Chief Executive Officer of the Company, Chief Financial Officer of the Company, Secretary
of the Company and Treasurer of the Company since July 31, 2019
Mr.
Foat has been granted a certificate in computer repair from Associated Technical College in 1992.
Mr.
Foat serves as sole officer and Director of Bostonia Partners, Inc. and as sole officer and director of Dunhill Ross Partners,
Inc. where his duties include providing Systems Management consulting services and regulatory compliance services.
5
Year Employment history
Position:
|
|
Company
Name:
|
|
Employment
Dates:
|
Sole
Officer and Director
|
|
Dunhill
Ross Partners, Inc.
|
|
March
23, 2013 to the Present
|
Sole
Member
|
|
Bioscientific
Consultants LLC
|
|
June
2007 to July 2016
|
Sole
Officer and Director
|
|
Bostonia
Partners, Inc.
|
|
January
2015 to the Present
|
During
the past ten years, none of our officers or directors has:
Any
bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that time;
Any
conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other
minor offenses);
Been
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities;
Been
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
There
are no family relationships between our officers and directors.
Item
6. Executive Compensation.
Name
and Principal Position
|
|
Fiscal
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Restricted
Stock Awards
($)
|
|
Option
Awards
($)
|
|
Non
Equity Incentive Plan Compensation
($)
|
|
Nonqualified
Deferred Compensation Earnings
($)
|
|
All
Other Compensation
($)
|
|
Total
($)
|
David
Koos, Chairman andChief Executive Officer Resigned July 31, 2019
|
|
|
2019
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
2018
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Heather
Cassady, Chairman of the Board of Directors
|
|
|
2019
|
|
|
$
|
10,921
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
10,921
|
|
Timothy
Foat , Chief Executive Officer
|
|
|
2019
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
Heather
Cassady’s compensation was paid by Pine Hills Inc., the Company’s sole operating subsidiary. Pine Hills, Inc. did
not exist during the Fiscal Year ended July 31, 2019. Heather Cassady was not employed by the Company during the Fiscal Year Ended
July 31, 2018
Timothy
Foat was not employed by the Company during the Fiscal Year Ended July 31, 2018.
Neither
Timothy Foat nor Heather Cassady is party to an employment agreement with either the Company or its operating subsidiary Pine
Hills, Inc.
We
have not adopted a stock option plan, benefits plan, retirement plan or any long term incentive plans and did not have any stock
options outstanding as of the date of this filing. We do not provide any Director's Compensation at this time.
Item
7. Certain Relationships and Related Transactions, and Director Independence.
Audit
Committee and Audit Committee Financial Expert
Our
sole Directors may not be considered independent as she is an officer and employee of our wholly owned subsidiary Pine Hulls,
Inc. We are not a "listed company" under Securities and Exchange Commission (“SEC”) rules and are therefore
not required to have an audit committee comprised of independent directors. We do not currently have an audit committee, however,
for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, Our Board
of Directors is deemed to be our audit committee and as such functions as an audit committee and performs some of the same functions
as an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the
receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging
outside advisors. Our Board of Directors has determined that its sole member is able to read and understand fundamental financial
statements and has substantial business experience that results in that member's financial sophistication. Accordingly, our Board
of Directors believes that its sole members has the sufficient knowledge and experience necessary to fulfill the duties and obligations
that an audit committee would have.
Nominating
and Compensation Committees
We
do not have standing nominating or compensation committees, or committees performing similar functions. Our board of directors
believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately
performed by the board of directors. The board of directors also is of the view that it is appropriate for us not to have a standing
nominating committee because the board of directors has performed and will perform adequately the functions of a nominating committee.
We are not a "listed company" under SEC rules and are therefore not required to have a compensation committee or a nominating
committee.
Shareholder
Communications
There
has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors.
There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the
board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board
of directors followed by the board’s review of the candidates’ resumes and interview of candidates. Based on the information
gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. We do
not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominees.
We
do not have any restrictions on shareholder nominations under its certificate of incorporation or by-laws. The only restrictions
are those applicable generally under Delaware law and the federal proxy rules. The board of directors will consider suggestions
from individual shareholders, subject to evaluation of the person's merits. Stockholders may communicate nominee suggestions directly
to the board of directors, accompanied by biographical details and a statement of support for the nominees. The suggested nominee
must also provide a statement of consent to being considered for nomination. There are no formal criteria for nominees.
Code
of Ethics
On
August 31, 2006 we adopted our Code of Ethics. The Code is specifically designated to be a part of an effective program to prevent
and detect violations of law and moral values.
Related
Party Transactions
During the period commencing from
inception of Pine Hills, Inc. and ending July 31, 2019 a company controlled by the Company’s Chief Executive Officer made
capital contributions of $630 to the Company.
The
Company utilizes office space free of charge provided by a company controlled by the Company’s Chief Executive Officer.
On
July 31, 2019 the Company consummated the acquisition of 100% of the outstanding shares of Pine Hills , Inc. for consideration
consisting of the following:
8,160,000,000
common shares of the Company issued to Heather Cassady, the sole shareholder of Pine Hills, Inc. (“Pine Hills Shareholder”)
The
resignation of the sole officer and director of the Company, David R. Koos
The
appointment of Heather Cassady as Chairman of the Company.
The
appointment of Timothy Foat to the positions of Chief Executive Officer of the Company, Chief Financial Officer of the Company,
Secretary of the Company and Treasurer of the Company.
The
cancellation by the Company of all outstanding shares of Series AA and Series AA Preferred stock of the Company.
The
acquisition of Pine Hills, Inc. (“PHI”) was accounted for as a reverse merger in accordance with accounting principles
generally accepted in the United States of America (“GAAP”). Under this method of accounting, the Company was treated
as the “acquired” company for accounting purposes. This determination was primarily based on PHI’s equity holders
having a majority of the voting power of the combined company, PHI. comprising the ongoing operations of the combined entity,
PHI comprising a majority of the governing body of the combined company, and senior management selected by the former majority
shareholder of PHI comprising the senior management of the combined company.
The
following assets and liabilities of the Company were recognized in connection with the reverse merger as of July 31, 2019:
Assets:
|
Cash:
|
|
$
|
340
|
|
Accrued
Interest Receivable:
|
|
$
|
6,884
|
|
|
|
|
|
|
Investment
Securities with a Fair Value of $48,199
|
|
Liabilities:
|
Accounts
Payable of $295.
|
Notes
Payable of $67,392
|
The
completion of the reverse merger resulted in the Company recognizing a one time noncash charge of $1,574,225 resulting from the
aggregate of:
15,
616,865, 172 Common Shares of the Company recognized in the reverse merger at par value ($0.0001)
2,025,846
Preferred Shares of the Company recognized in the reverse merger at par value ($0.0001)
724,222
of the Series B Preferred Shares of the Company recognized in the reverse merger at par value ($0.0001)
a
noncashcharge of $12,483 representing the net liabilities recognized in the reverse merger.
Item
8. Legal Proceedings.
None
Item
9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
The
Company’s common stock is a "penny stock," as defined in Rule 3a51-1 under the Exchange Act. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market.
The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of
the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny
stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt
from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity
in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock of the Company
is subject to the penny stock rules, it may be more difficult to sell common stock of the Company.
Our
common stock is currently traded on the OTC Market under the symbol "BMSN". Below is the range of high and low
bid information for our common equity for each quarter within the last two fiscal years. These quotations reflect inter-dealer
prices, without retail mark-up, mark-down or commission and may not represent actual transactions.
August
1, 2017 to July 31, 2018
|
High
|
Low
|
First
Quarter
|
.0002
|
.0001
|
Second
Quarter
|
.0002
|
.0001
|
Third
Quarter
|
.0001
|
.0001
|
Fourth
Quarter
|
.0002
|
.0001
|
August
1, 2018 to July 31, 2019
|
High
|
Low
|
First
Quarter
|
.0001
|
.0001
|
Second
Quarter
|
.0003
|
.0001
|
Third
Quarter
|
.0002
|
.0001
|
Fourth
Quarter
|
.0001
|
.0001
|
The
stockholders' equity section of the Company contains the following classes of capital stock as of July 31, 2019:
Preferred
stock, $0.0001 par value; 20,000,000 shares authorized:
2,025,760 Preferred
Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times
one (1).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Preferred Stock shall
receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the
Corporation.
0
Series AA Preferred Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall
be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such
holder times ten thousand (10,0000).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
0
Series AAA Preferred Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall
be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such
holder times one hundred thousand (100,0000).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
724,198
Series B Preferred Shares, Par Value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series B Preferred Stock shall be
entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder
times two (2).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
Non
Voting Convertible Preferred Stock, $1.00 Par value, 200,000 shares authorized, 0 shares issued and outstanding
Each
Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common
stock at a conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately
preceding written receipt by the corporation of the holder’s intent to convert.
“CLOSING
PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day
as reported by Bloomberg Finance L.P.
“PRINCIPAL
MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.
“TRADING
DAY” shall mean a day on which the Principal Market shall be open for business.
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Non Voting Convertible
Preferred shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the
assets of the Corporation.
Common
stock, $ 0.0001 par value; 16,000,000,000 shares authorized: 15,616,865,172 shares issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to
cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
We
have not paid dividends on our common stock in the past and do not anticipate paying dividends on our common stock in the foreseeable
future. We anticipate that we will retain future earnings, if any, to fund the development and growth of our business. The Delaware
general Corporation Law (“DGCL”) prohibits us from declaring and paying a dividend on our capital stock at a time
when we do not have either (as defined under that law):
•
|
|
a
surplus, or, if we do not have a surplus,
|
•
|
|
net
profit for the year in which the dividend is declared and for the immediately preceding
year.
|
We
are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”). In
general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with
an “interested stockholder” for a period of three years after the date of the transaction in which the person became
an interested stockholder, unless the business combination is, or the transaction in which the person became an interested stockholder
was, approved in a prescribed manner or another prescribed exception applies. For purposes of Section 203, a “business combination”
is defined broadly to include a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder,
and, subject to certain exceptions, an “interested stockholder” is a person who, together with his or her affiliates
and associates, owns (or within three years prior, did own) 15% or more of the corporation’s voting stock.
Our
Transfer Agent is:
Securities
Transfer Corporation
2901
N. Dallas Parkway, Plano, Texas 75093
469-633-0101
stc@stctransfer.com
As
of September 27, 2019 we have approximately 462 holders of our common stock.
Item
10. Recent Sales of Unregistered Securities
Common
Shares
On
May 6, 2016 the Company issued 287,138,354 of its Common Shares (“Shares”) in satisfaction of $28,713 of convertible
indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
September 6, 2016 the Company issued 390,068,951 of its Common Shares (“Shares”) in satisfaction of $39,006 of convertible
indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
September 21, 2016 the Company issued 419,124,717 of its Common Shares (“Shares”) in satisfaction of $41,912 of convertible
indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
December 5, 2016 the Company issued 401,275,700 of its Common Shares (“Shares”) in satisfaction of $40,140 of convertible
indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
July 18, 2019 the Company issued 500,000,000 of its Common Shares (“Shares”) is satisfaction of $25,000of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
On
July 18, 2019 the Company issued 8,160,000,000 Common Shares (“Shares”) in consideration of all issued and outstanding
shares of Pine Hills, Inc.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
Preferred
Shares
On
November 29, 2019 the Company issued 960,000 shares of its Series AAA Preferred Stock(“Shares”) in satisfaction of
$10,000 of indebtedness.
The
Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended (the “Act”). No underwriters
were retained to serve as placement agents for the sale. The shares were sold directly through our management. No commission or
other consideration was paid in connection with the sale of the shares. There was no advertisement or general solicitation made
in connection with this Offer and Sale of Shares. A legend was placed on the certificate that evidences the Shares stating that
the Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale
of the Shares.
Cancellation
of Preferred Shares
On
July 26, 2019 1,000,000 of the issued and outstanding Series AAA Preferred shares of the Company were cancelled.
On
July 26, 2018 94,852 of the issued and outstanding Series AA Preferred shares of the Company were cancelled.
Item
11. Description of Registrant’s Securities to be Registered.
Common
Stock
The
Common Stock has a par value of $0.0001 per share. The Number of shares of Common Stock Authorized is 16,000,000,000 shares. With
respect to each matter submitted to a vote of stockholders of the Company, each holder of Common Stock shall be entitled to cast
that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
The
Company is also authorized to issue:
2,000,000
shares of Series B Preferred stock of which 724,198 are issued and outstanding as of July 31, 2019.
With
respect to each matter submitted to a vote of stockholders of the Company, each holder of Series B Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times
two (2).
100,000
shares of Series AA Preferred Stock of which 0 shares are issued and outstanding as of July 31, 2019..
With
respect to each matter submitted to a vote of stockholders of the Company, each holder of Series AA Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times
ten thousand (10,0000).
1,000,000
shares of Series AAA Preferred Stock of which 0 shares are issued and outstanding as of July 31, 2019..
With
respect to each matter submitted to a vote of stockholders of the Company, each holder of Series AAA Preferred Stock shall be
entitled to cast that number of votes which is equivalent to the number of shares of Series AAA Preferred Stock owned by such
holder times one hundred thousand (100,000).
200,000
shares of Non Voting Convertible Preferred Stock of which 0 shares are issued and outstanding as of July 31, 2019
Each
Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the Company’s common stock
at a conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately preceding
written receipt by the Company of the holder’s intent to convert.
“CLOSING
PRICE" shall mean the closing bid price for the Company’s common stock on the Principal Market on a Trading Day as
reported by Bloomberg Finance L.P.
“PRINCIPAL
MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.
“TRADING
DAY” shall mean a day on which the Principal Market shall be open for business.
The
rights evidenced by the common shares to be registered may be materially limited in the event that the Company issues shares of
either Series B Preferred stock, Series AA Preferred stock , Series AAA Preferred stock or Non Voting Convertible Preferred Stock
either due to severe dilution of voting power attributable to the superior voting rights of Series B Preferred stock, Series AA
Preferred stock , Series AAA Preferred stock or through dilution of the Common Shares outstanding due to potential conversions
of the Non Voting Convertible Preferred Stock.
Item
12. Indemnification of Directors and Officers.
Section
145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses including attorneys' fees, judgments, fines and amounts paid in settlement in connection
with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or
in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they
had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions,
except that indemnification only extends to expenses including attorneys' fees incurred in connection with the defense or settlement
of such actions and the statute requires court approval before there can be any indemnification where the person seeking indemnification
has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted
by a corporation's certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.
Our
bylaws provide that we may make provision for indemnifying and holding harmless Members of the Board of Directors, officers, employees,
and agents of the corporation, and persons who formerly held such positions, and the estates of any of them against any or all
claims and liabilities (including reasonable legal fees and other expenses incurred in connection with such claims or liabilities)
to which any such person shall have become subject by reason of his having held such a position or having allegedly taken or omitted
to take any action in connection with such position to the greatest extent allowable by law.
Item
13. Financial Statements and Supplementary Data.
Report
of Independent Registered Public Accounting Firm
To
the shareholders and the board of directors of Bio-Matrix Scientific Group, Inc.
Opinion
on the Financial Statements
We
have audited the accompanying balance sheet of Bio-Matrix Scientific Group, Inc. (the "Company") as of July 31, 2019,
the related statement of operations, stockholders' equity (deficit), and cash flows for the period February 7, 2019 (Inception)
through July 31, 2019 and the related notes (collectively referred to as the "financial statements"). In our opinion,
the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2019,
and the results of its operations and its cash flows for the period February 7, 2019 (Inception) through July 31, 2019, in conformity
with accounting principles generally accepted in the United States.
Basis
for Opinion
These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.
Substantial
Doubt about the Company’s Ability to Continue as a Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.
/s/ BF Borgers
CPA PC
BF
Borgers CPA PC
We have
served as the Company's auditor since 2019
Lakewood,
CO
October
9, 2019
BIOMATRIX
SCIENTIFIC GROUP, INC.
|
|
|
CONSOLIDATED
BALANCE SHEET
|
|
|
|
|
|
|
|
As
of July 31, 2019
|
ASSETS
|
|
|
CURRENT
ASSETS
|
|
|
|
|
Cash
|
|
$
|
1,722
|
|
Accrued
Interest Receivable
|
|
|
6,884
|
|
Total
Current Assets
|
|
|
8,606
|
|
OTHER
ASSETS
|
|
|
|
|
Investment
Securities
|
|
|
48,199
|
|
Total
Other Assets
|
|
|
48,199
|
|
|
|
|
|
|
TOTAL
ASSETS
|
|
$
|
56,805
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
Accounts
Payable
|
|
$
|
295
|
|
Notes
Payable
|
|
|
67,392
|
|
Total
Current Liabilities
|
|
|
67,687
|
|
Total
Liabilities
|
|
$
|
67,687
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY (DEFICIT)
|
|
|
|
|
Preferred
Stock ($.0001 par value) 20,000,000 shares authorized; 20,000,000 shares authorized; 2025760 issues and outstanding
as of July 31, 2019
|
|
|
202
|
|
Series
AA Preferred ($0.0001 par value) 100,000 shares authorized 0 issued and outstanding as of July 31, 2019
|
|
|
|
|
Series
AAA Preferred ($0.0001 par value) 1,000,000 shares authorized 0 shares issued and and outstanding as of July 31, 2019
|
|
|
|
|
Series
B Preferred Shares ($.0001 par value) 2,000,000 shares authorized; 724,198 issued and outstanding as of July 31 , 2019
|
|
|
72
|
|
Common
Stock ($.0001 par value) 16,000,000,000 shares authorized and 15,616,865,172 issued and outstanding as
of July 31, 2019
|
|
|
1,561,687
|
|
Non
Voting Convertible Preferred Stock ($1 Par value) 200,000 shares authorized; 0 shares issued and outstanding as
of July 31, 2019
|
|
|
|
|
Additional
Paid in capital
|
|
|
10
|
|
Contributed
Capital
|
|
|
630
|
|
Accumulated
Deficit
|
|
|
(1,573,483
|
)
|
Total
Stockholders' Deficit
|
|
|
(10,882
|
)
|
TOTAL
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
|
|
$
|
56,805
|
|
|
|
|
|
|
The
Accompanying Notes are an Integral Part of These Financial Statements
|
|
BIO
MATRIX SCIENTIFIC GROUP,INC
|
|
|
CONSOLIDATED
STATEMENT OF OPERATIONS
|
|
|
|
|
|
|
|
|
Period
from Inception ( February 7, 2019) to
|
|
|
|
|
July
31, 2019
|
|
REVENUES
|
|
$
|
12,879
|
|
|
|
|
|
|
COST
AND EXPENSES
|
|
|
|
|
General
and Administrative
|
|
|
12,137
|
|
Total
Costs and Expenses
|
|
|
12,137
|
|
|
|
|
|
|
OPERATING
INCOME
|
|
|
742
|
|
|
|
|
|
|
OTHER
INCOME & (EXPENSES)
|
|
|
|
|
Loss
Recognized on Reverse Merger
|
|
|
(1,574,225
|
)
|
Total
Other Income & (Expense)
|
|
|
(1,574,225
|
)
|
|
|
|
|
|
NET
INCOME (LOSS)
|
|
$
|
(1,573,483
|
)
|
NET
INCOME (LOSS) available to common shareholders
|
|
|
|
|
BASIC
AND FULLY DILUTED EARNINGS (LOSS)
|
|
$
|
(0.018
|
)
|
Weighted
average number of shares outstanding
|
|
|
86,907,271
|
|
|
|
|
|
|
The
Accompanying Notes are an Integral Part of These Financial Statements
|
|
BIO-MATRIX
SCIENTIFIC GROUP INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
Statements of Stockholders' Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For
the period from inception to July 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
AA Preferred
|
|
|
|
Series
B Preferred
|
|
|
|
Serues
AAA Preferred
|
|
|
|
Preferred
Shares
|
|
|
|
Common
|
|
|
|
Nonvoting
Convertible Preferred
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Shares
|
|
|
|
Amount
|
|
|
|
Additional
Paid-in Capital
|
|
|
|
Accumulated
Deficit
|
|
|
|
Contributed
Capital
|
|
|
|
Total
|
|
Issuance
of stock for Services February 7, 2019
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
1,000
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
10
|
|
|
|
0
|
|
|
|
0
|
|
|
|
10
|
|
Derecognition
Shares in Reverse Merger July 31 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
Shares Recognized in Reverse Merger July 31 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,616,865,172
|
|
|
|
1,561,687
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,561,687
|
|
Preferred
Shares Recognized in Reverse Merger July 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,025,760
|
|
|
|
202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
202
|
|
Preferred
B Shares Recognized in Reverse Merger July 31 2019
|
|
|
|
|
|
|
|
|
|
|
724,198
|
|
|
|
72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72
|
|
Contributed
Capital for the period ended July 31 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
630
|
|
|
|
630
|
|
Net
Loss for the period ended July 31 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,573,483
|
)
|
|
|
|
|
|
|
(1,573,483
|
)
|
Balance
July 31 2019
|
|
|
0
|
|
|
|
0
|
|
|
|
724,198
|
|
|
$
|
72
|
|
|
|
0
|
|
|
|
0
|
|
|
|
2,025,760
|
|
|
$
|
202
|
|
|
|
15,616,865,172
|
|
|
$
|
1,561,687
|
|
|
|
0
|
|
|
|
0
|
|
|
$
|
10
|
|
|
$
|
(1,573,483
|
)
|
|
$
|
630
|
|
|
$
|
(10,882
|
)
|
The
Accompanying Notes are an Integral Part of These Financial Statements
BIO
MATRIX SCIENTIFIC GROUP,INC
|
|
|
CONSOLIDATED
STATEMENT OF CASH FLOWS
|
|
|
|
|
|
|
|
|
Period
from Inception ( February 7, 2019) to
|
|
|
|
|
July
31, 2019
|
|
Net
Income (loss)
|
|
$
|
(1,573,483
|
)
|
Adjustments
to reconcile net Income to net cash (used in) provided by operating activities:
|
|
|
|
|
Stock
issued for compensation to employees
|
|
|
10
|
|
Increase
in Contributed Capital
|
|
|
630
|
|
Cash
Received in Revers Merger
|
|
|
340
|
|
Loss
Recognized in connection with reverse merger
|
|
|
1,574,225
|
|
Net
Cash Provided by (Used in) Operating Activities
|
|
|
1,722
|
|
Net
Increase (Decrease) in Cash
|
|
|
1,722
|
|
|
|
|
|
|
Cash
at Beginning of Period
|
|
|
0
|
|
Cash
at End of Period
|
|
$
|
1,722
|
|
The
Accompanying Notes are an Integral Part of These Financial Statements
BIO-MATRIX
SCIENTIFIC GROUP, INC.
Notes
to consolidated Financial Statements
As
of July 31, 2019
NOTE
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Bio-Matrix
Scientific Group, Inc. (“Company”) was organized October 6, 1998, under the laws of the State of Delaware as Tasco
International, Inc.
From
October 6, 1998 to June 3, 2006 its activities have been limited to capital formation, organization, and development of its business
plan to provide production of visual content and other digital media, including still media, 360-degree images, video, animation
and audio for the Internet.
On
July 3, 2006 the Company abandoned its efforts in the field of digital media production when it acquired 100% of the share capital
of Bio-Matrix Scientific Group, Inc., a Nevada corporation, (“BMSG”) for consideration consisting of 10,000,000 shares
of the common stock of the Company and the cancellation of 10,000,000 shares of the Company owned and held by John Lauring.
As
a result of this transaction, the former stockholder of BMSG held approximately 80% of the voting capital stock of the Company
immediately after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company
by BMSG under the purchase method of accounting, and was treated as a recapitalization with BMSG as the acquirer.
On
July 31, 2019 the Company acquired 100% of the share capital of Pine Hills, Inc. (“Acquisition”), a Wyoming corporation,
for consideration consisting of:
8,160,000,000
common shares of the Company issued to Heather Cassady, the sole shareholder of Pine Hills, Inc. (“Pine Hills Shareholder”)
The
agreement that the sole officer and director of the Company shall resign and the Company shall appoint the nominees of the Pine
Hills Shareholder to serve as Chairman of the Company, Chief Executive Officer of the Company, Chief Financial Officer of the
Company, Secretary of the Company and Treasurer of the Company.
The
cancellation by the Company of all outstanding shares of Series AA and Series AA Preferred stock of the Company.
Upon
completion of the Acquisition, the Pine Hills shareholder owned approximately 54% of the voting capital stock of the Company immediately
after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company by Pine Hills,
Inc. and was treated as a recapitalization with Pine Hills Inc. as the acquirer.
The
Company, through its wholly owned subsidiary Pine Hills, Inc., provides services consisting of data storage and the archiving
of corporate documents.
A.
BASIS OF ACCOUNTING
The
financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under
this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The
Company has adopted a September 30 year-end.
B.
PRINCIPLES OF CONSOLIDATION
The
consolidated financial statements include the accounts of Bio-Matrix Scientific Group, Inc., a Delaware corporation and Pine Hills
Inc., a Wyoming corporation and 100% owned subsidiary.
C.
CASH EQUIVALENTS
The
Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.
D.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair
value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal
or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy
requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs
required by the standard that the Company uses to measure fair value:
Level
1: Quoted prices in active markets for identical assets or liabilities
Level
2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets
that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the
full term of the related assets or liabilities.
Level
3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets
or liabilities.
E.
INCOME TAXES
The
Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method,
deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets
and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The
Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates
is recognized as income or loss in the period that includes the enactment date.
The
Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification
related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods
remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute
of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such
adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part,
upon the results of operations for the given period. As of July 31, 2019 the Company had no uncertain tax positions, and
will continue to evaluate for uncertain positions in the future.
F.
BASIC EARNINGS (LOSS) PER SHARE
The
Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share",
which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share.
The Company has adopted the provisions of ASC 260 effective from inception.
Basic
net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding.
There were no Common Stock Equivalents as of July 31, 2019
H.
INVESTMENT SECURITIES
The
Company measures equity investments (except those accounted for under the equity method and those that result in consolidation
of the investee) at fair value and recognizes any changes in fair value in net income.
I.
REVENUE RECOGNITION
During
the period beginning with inception (February 7, 2019) and ending July 31, 2019 the Company recognized revenue in accordance with
ASC 606. In order to achieve the core principle of ASC 606, the Company applies the following steps with regard to recognition
of revenue:
Step
1: Identify the contract(s) with a customer.
Step
2: Identify the performance obligations in the contract.
Step
3: Determine the transaction price.
Step
4: Allocate the transaction price to the performance obligations in the contract.
Step
5: Recognize revenue when the Company satisfies a performance obligation.
During
the period beginning with inception ( February 7, 2019) and ending July 31, 2019 the Company recognized revenue of $12,879. Revenue
was generated by the providing of long term data storage services and data backup services to customers. All performance obligations
required to be performed were performed within the period. All payments by customers were made within the period.
NOTE
2 . RECENT ACCOUNTING PRONOUNCEMENTS
In
January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition
and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires that equity investments (except those accounted
for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value
with changes in fair value recognized in net income. The Company has adopted ASU 2016-01 effective the fiscal year ending 2019.
This guidance is not expected to have a material impact on the Company’s financial statements.
In
May 2014, the FASB, in conjunction with the International Accounting Standards Board ("IASB"), issued ASU No. 2014-09,
"Revenue from Contracts with Customers" (ASC 606), which supersedes the existing revenue recognition requirements under
U.S. GAAP and eliminates industry-specific guidance. The new revenue recognition standard provides a five step analysis of transactions
to determine when and how revenue is recognized. The new model requires revenue recognition to depict the transfer of promised
goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those
goods or services. The Company has adopted ASC 606 since inception ( February 7, 2019).
On
February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU")
2016-02, Leases (Topic 842). The ASU requires organizations that lease assets, referred to as "lessees," to recognize
on the consolidated statement of financial position the rights and obligations created by those leases. The ASU also requires
disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash
flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information
about the amounts recorded in the consolidated financial statements. The ASU on leases became effective for public companies for
fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company has not adopted the
provisions of this ASU. This guidance is not expected to have a material impact on the Company’s financial statements.
In
June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee
Share-Based Payment Accounting. This ASU is intended to simplify aspects of share-based compensation issued to non-employees
by making the guidance consistent with the accounting for employee share-based compensation. This ASU is effective for annual
periods beginning after December 15, 2018 and interim periods within those annual periods, with early adoption permitted. We adopted
the provisions of this ASU in the fiscal year ended 2019. This guidance is not expected to have a material impact on the Company’s
financial statements.
NOTE
3. GOING CONCERN
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company
has generated net losses of $1,573,483 during the period from February 7, 2019 (inception) through July 31, 2019. This
condition raises substantial doubt about the Company's ability to continue as a going concern. Disregarding a one time
noncash charge of $1,574,225 the Company generated net profit of only $742 during the period from February 7, 2019
(inception) through July 31, 2019. The Company's continuation as a going concern is dependent on its ability to meet its
obligations and to obtain additional financing as may be required and ultimately to attain profitability. The financial
statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE
4. ACQUISITION OF PINE HILLS, INC.
On
July 31, 2019 the Company consummated the acquisition of 100% of the outstanding shares of Pine Hills , Inc. for consideration
consisting of the following:
8,160,000,000
common shares of the Company issued to Heather Cassady, the sole shareholder of Pine Hills, Inc. (“Pine Hills Shareholder”)
The
resignation of the sole officer and director of the Company, David R. Koos
The
appointment of Heather Cassady as Chairman of the Company
The
appointment of Timothy Foat to the positions of Chief Executive Officer of the Company, Chief Financial Officer of the Company,
Secretary of the Company and Treasurer of the Company.
The
cancellation by the Company of all outstanding shares of Series AA and Series AA Preferred stock of the Company.
The
acquisition of Pine Hills, Inc. (“PHI”) was accounted for as a reverse merger in accordance with accounting principles
generally accepted in the United States of America (“GAAP”). Under this method of accounting, the Company was treated
as the “acquired” company for accounting purposes. This determination was primarily based on PHI’s equity holders
having a majority of the voting power of the combined company, PHI. comprising the ongoing operations of the combined entity,
PHI comprising a majority of the governing body of the combined company, and senior management selected by the former majority
shareholder of PHI comprising the senior management of the combined company.
The
following assets and liabilities of the Company were recognized in connection with the reverse merger as of July 31, 2019:
Assets:
|
Cash:
|
|
$
|
340
|
|
Accrued
Interest Receivable:
|
|
$
|
6,884
|
|
|
Investment
Securities with a Fair Value of $48,199
|
|
Liabilities:
|
Accounts
Payable of $295.
|
Notes
Payable of $67,392
|
The
completion of the reverse merger resulted in the Company recognizing a one time noncash charge of $1,574,225 resulting from the
aggregate of:
15,
616,865, 172 Common Shares of the Company recognized in the reverse merger at par value ($0.0001)
2,025,846
Preferred Shares of the Company recognized in the reverse merger at par value ($0.0001)
724,222
of the Series B Preferred Shares of the Company recognized in the reverse merger at par value ($0.0001)
a
noncashcharge of $12,483 representing the net liabilities recognized in the reverse merger.
NOTE
5. ACCRUED INTEREST RECEIVABLE
Accrued
Interest Receivable recognized in the reverse merger consists of $6,884 of interest earned but not received due to the Company
by Regen Biopharma, Inc. and recognized in the reverse merger. Accrued Interest Receivable of $6,884 is due at the demand of the
Company.
NOTE
6. NOTES PAYABLE
Notes
Payable as of July 31, 2019 consist of the following:
David
Koos
|
|
$
|
18,992
|
|
Blackbriar
Partners
|
|
$
|
48,400
|
|
Total
as of July 31, 2019
|
|
$
|
67,392
|
|
All
Notes Payable are due at the demand of the Holder and bear no interest.
NOTE
7. SHAREHOLDER’S EQUITY
The
stockholders' equity section of the Company contains the following classes of capital stock as of July 31, 2019:
Preferred
stock, $0.0001 par value; 20,000,000 shares authorized:
2,025,760 Preferred
Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Preferred Stock shall be entitled
to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times
one (1).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Preferred Stock shall
receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the
Corporation.
0
Series AA Preferred Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall
be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such
holder times ten thousand (10,0000).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
0
Series AAA Preferred Shares, par value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AAA Preferred Stock shall
be entitled to cast that number of votes which is equivalent to the number of shares of Series AAA Preferred Stock owned by such
holder times one hundred thousand (100,0000).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AAA Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
724,198
Series B Preferred Shares, Par Value $0.0001, issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series B Preferred Stock shall be
entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder
times two (2).
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred
Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets
of the Corporation.
Non
Voting Convertible Preferred Stock, $1.00 Par value, 200,000 shares authorized, 0 shares issued and outstanding
Each
Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’s common
stock at a conversion price equal to seventy percent (70%) of the lowest Closing Price for the five (5) trading days immediately
preceding written receipt by the corporation of the holder’s intent to convert.
“CLOSING
PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day
as reported by Bloomberg Finance L.P.
“PRINCIPAL
MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.
“TRADING
DAY” shall mean a day on which the Principal Market shall be open for business.
On
any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Non Voting Convertible
Preferred shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the
assets of the Corporation.
Common
stock, $ 0.0001 par value; 16,000,000,000 shares authorized: 15,616,865,172 shares issued and outstanding.
With
respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to
cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).
NOTE
8. RELATED PARTY TRANSACTIONS
During
the period commencing from inception and ending July 31, 2019 a company controlled by the Company’s Chief Executive Officer
made capital contributions of $630 to the Company.
The
Company utilizes office space free of charge provided by a company controlled by the Company’s Chief Executive Officer.
NOTE
9. INVESTMENT SECURITIES
On
July 31, 2019 the Company recognized 66,667 of the common shares of Entest Group, Inc. acquired in the reverse merger.
On
July 31, 2019 the Company recognized 29076665 of the common shares of Regen Biopharma, Inc. acquired in the reverse merger.
On
July 31, 2019 the Company recognized 2907665 of the Series A Preferred shares of Regen Biopharma, Inc. acquired in the reverse
merger.
On
July 31, 2019 the Company recognized 4,411 of the common shares of Zander Therapeutics, Inc. acquired in the reverse merger.
On
July 31, 2019 the Company recognized 5,000 of the Series M Preferred Shares of Zander acquired in the reverse merger
On
July 31, 2019 the Company recognized 8,333 of the Preferred Series B shares of of Entest Group, Inc. acquired in the reverse merger.
The
abovementioned constitute the Company’s sole investment securities as of July 31, 2019.
As
of July 31, 2019:
|
66,667
|
|
|
Common
Shares of Entest Group, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
Basis
|
|
|
|
Fair
Value
|
|
|
|
Change
in Fair Value for the period from Inception (2/7/1019) to 7/31/2019
|
$
|
1,133
|
|
|
$
|
$1,133
|
|
|
|
0
|
|
29076665
|
|
|
Common
Shares of Regen Biopharma, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
Basis
|
|
|
|
Fair
Value
|
|
|
|
Change
in Fair Value for the period from Inception (2/7/1019) to 7/31/2019
|
$
|
17,446
|
|
|
$
|
$17,446
|
|
|
|
0
|
290766
|
5
|
|
Series
A Preferred Shares of Regen Biopharma, Inc.
|
|
|
|
|
|
|
|
|
|
Basis
|
|
|
|
Fair
Value
|
|
|
|
Change
in Fair Value for the period from Inception (2/7/1019) to 7/31/2019
|
$29,076
|
|
|
$
|
$29,076
|
|
|
|
0
|
|
4411
|
|
|
Common
Shares of Zander Therapeutics, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basis
|
|
|
|
Fair
Value
|
|
|
|
Change
in Fair Value for the period from Inception (2/7/1019) to 7/31/2019
|
|
$
|
254
|
|
|
$
|
$254
|
|
|
|
0
|
|
5000
|
|
|
Series
M Preferred Shares of Zander Therapeutics, Inc.
|
|
|
|
|
|
|
|
|
|
Basis
|
|
|
|
Fair
Value
|
|
|
|
Change
in Fair Value for the period from Inception (2/7/1019) to 7/31/2019
|
254
|
|
|
$
|
$289
|
|
|
|
0
|
833
|
3
|
|
Series
B Preferred Shares of Entest Group, Inc.
|
|
|
|
|
|
|
|
|
|
Basis
|
|
|
|
Fair
Value
|
|
|
|
Change
in Fair Value for the period from Inception (2/7/1019) to 7/31/2019
|
$0
|
|
|
$
|
$0
|
|
|
|
0
|
NOTE
10. INCOME TAXES
As
of July 31, 2019
Deferred
tax assets:
|
|
|
Net
operating tax carry forwards
|
|
$
|
6,587,950
|
|
Other
|
|
|
-0-
|
|
Gross
deferred tax assets
|
|
|
6,587,950
|
|
Valuation
allowance
|
|
|
(6,587,950
|
)
|
Net
deferred tax assets
|
|
$
|
-0-
|
|
As
of July31, 2019 the Company has a Deferred Tax Asset of $6,587,950 completely attributable to net operating loss carry forwards
of approximately $31,371,191 acquired in the Reverse Merger.
Realization
of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences
and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is
uncertain.
In
addition, if as a result of a stock transfer or a reorganization, a corporation undergoes an “ownership change,” Code
Section 382 limits the corporation’s right to use its NOLs each year thereafter to an annual percentage of the fair market
value of the corporation at the time of the ownership change (the “Section 382 Limitation”).
A
corporation is considered to undergo “an ownership change” if, as a result of changes in the stock ownership by “5-percent
shareholders” or as a result of certain reorganizations, the percentage of the corporation’s stock owned by those
5-percent shareholders increases by more than 50 percentage points over the lowest percentage of stock owned by those shareholders
at any time during the prior three-year testing period. Five-percent shareholders are persons who hold 5% or more of the stock
of a corporation at any time during the testing period as well as certain groups of shareholders (based typically on whether they
acquired their shares in a single offering or exchange transaction) who are not individually 5-percent shareholders.
As
the Company has undergone an “ownership change” as a result of the Reverse Merger and as the
Company will require cash infusions in order to implement its business plan, and as it is probable, although not guaranteed, that
such funding needs may be met through the sale of equity securities to “5-percent shareholders””, the
Company recognized a valuation allowance equal to the deferred Tax Asset and the Company recorded a valuation allowance reducing
all deferred tax assets to 0.
Income
tax is calculated at the 21% Federal Corporate Rate.
NOTE
11. STOCK TRANSACTIONS
Common
Shares
On
May 6, 2016 the Company issued 287,138,354 of its Common Shares in satisfaction of $28,713 of convertible indebtedness.
On
September 6, 2016 the Company issued 390,068,951 of its Common Shares in satisfaction of $39,006 of convertible indebtedness.
On
September 21, 2016 the Company issued 419,124,717 of its Common Shares in satisfaction of $41,912 of convertible indebtedness.
On
December 5, 2016 the Company issued 401275700 of its Common Shares in satisfaction of $40,140 of convertible indebtedness.
On
July 18, 2019 the Company issued 500,000,000 of its Common Shares is satisfaction of $25,000of indebtedness.
On
July 18, 2019 the Company issued 8,160,000,000 Common Shares in consideration of all issued and outstanding shares of Pine Hills,
Inc.
Preferred
Shares
On
November 29, 2019 the Company issued 960,000 shares of its Series AAA Preferred Stock in satisfaction of $10,000 of indebtedness.
Cancellation
of Preferred Shares
On
July 26, 2019 1,000,000 of the issued and outstanding Series AAA Preferred shares of the Company were cancelled.
On
July 26, 2018 94,852 of the issued and outstanding Series AA Preferred shares of the Company were cancelled.
NOTE
12. SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date of issuance noting no material subsequent events to report.
Item
14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not
applicable
Item
15. Financial Statements and Exhibits.
Exhibit
Index
|
3(i)
|
Certificate
of Incorporation
|
3(ii)
|
Amendment
to Certificate of Incorporation
|
3(iii)
|
Amendment
to Certificate of Incorporation
|
3(iv)
|
Bylaws
|
3(v)
|
Certificate
of Designation Series B
|
3(vi)
|
Certificate
of Designation Series AA
|
3(vii)
|
Certificate
of Designation Series AAA
|
3(viii)
|
Bylaws
|
10.1
|
Stock
Purchase Agreement Purchase of Pine Hills Inc
|
10.2
|
Line
of Credit Note Payable David Koos
|
10.3
|
Forgiveness
Letter David Koos
|
10.4
|
Blackbriar
Note 15000
|
10.5
|
Blackbriar
Note 5000
|
10.6
|
Forgiveness
Letter Blackbriar
|
4.1
|
Form
of Certificate Common stock
|
14
|
Code
of Ethics
|
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Bio
Matrix Scientific Group, Inc.
|
|
|
|
Date:
October 9, 2019
|
By:
|
/s/
Timothy Foat
|
|
Name:
|
Timothy
Foat
|
|
Title:
|
Chief
Financial Officer
|
|
|
|
|
Bio
Matrix Scientific Group, Inc.
|
|
|
|
Date:
October 9, 2019
|
By:
|
/s/
Timothy Foat
|
|
Name:
|
Timothy
Foat
|
|
Title:
|
Chief
Executive Officer
|
|
|
|
|
Bio
Matrix Scientific Group, Inc.
|
|
|
|
Date:
October 9, 2019
|
By:
|
/s/
Heather Cassady
|
|
Name:
|
Heather
Cassady
|
|
Title:
|
Chairman
of the Board of Directors
|