Amended Annual Report (10-k/a)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
Amendment No. 1
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Year Ended September 30, 2012
File Number: 0-32201
BIO-MATRIX SCIENTIFIC GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE§ 33-0824714
(State of jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
4700 SPRING STREET, SUITE 304, LA MESA, CALIFORNIA, 91942
(Address of principal executive offices) (Zip Code)
(619) 702-1404
(Registrants telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of Each Class
to be so Registered:
Name of each exchange on which registered:
None§ None
Securities registered under Section 12(g) of the Act:
Common Stock, Par Value $.0001
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐ No ☑
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months, (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☑
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in the definitive proxy or information statement incorporated by reference in Part III of this Form 10-K or amendment to Form 10-K.☐
Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a small reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
Large Accelerated Filer ☐ Accelerated Filer ☐
Non-accelerated Filer ☐ Smaller reporting company ☑
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☑
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☐ No ☑
As of March 31, 2012, the aggregate market value of the issued and outstanding common stock held by non-affiliates of the registrant, based upon the closing price of the common stock, under the symbol “BMSN” as quoted on the OTC market of $0.095., was approximately $564,979. For purposes of the statement in the preceding statement, all directors, executive officers and 10% shareholders are assumed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.
Number of shares outstanding of each of the issuer's class of common stock as of February 19,2013:
Common: 1,125,911,549
Preferred: 1,963,821.
Series AA Preferred: 94,852
Series B Preferred: 725,409
In this annual report, the terms “Bio-Matrix Scientific Group Inc.”, “Company”, “us”, “we”, or “our”, unless the context otherwise requires, mean Bio-Matrix Scientific Group, Inc., a Delaware corporation, and its subsidiaries.
This annual report on Form 10-K and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this annual report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the forward looking statements. Any or all of the forward-looking statements in this annual report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions due to a number of factors, including:
*§ dependence on key personnel;
*§ competitive factors;
*§ degree of success of research and development programs
*§ the operation of our business; and
*§ general economic conditions
These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this annual report.
EXPLANATORY NOTE:
THIS AMENDMENT NO.1 TO BIO-MATRIX SCIENTIFIC GROUP, INC’S (THE “COMPANY”) FORM 10-K FOR THE PERIOD ENDED SEPTEMBER 30, 2012 (“FORM 10-K”) IS BEING FILED SOLELY TO CORRECT A TYPOGRAPHICAL ERROR. THE CONSOLIDATED STATEMENT OF OPERATIONS FOR THE 12 MONTHS ENDED SEPTEMBER 30, 2011 REPORTED LOSS ON SALE OF AVAILABLE FOR SALE SECURITIES OF $487,900 AND THE CONSOLIDATED STATEMENT OF OPERATIONS FOR THE PERIOD FROM INCEPTION TO SEPTEMBER 30, 2012 REPORTED LOSS ON SALE OF AVAILABLE FOR SALE SECURITIES OF $0. IN ACTUALITY LOSS ON SALE OF AVAILABLE FOR SALE SECURITIES WAS $0 AND $487,900 FOR THE 12 MONTHS ENDED SEPTEMBER 30, 2011 AND FROM INCEPTION TO SEPTEMBER 30, 2012 RESPECTIVELY
Item 8. Financial Statements and Supplementary Data
SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Bio-Matrix Scientific Group, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Bio-Matrix Scientific Group, Inc. as of September 30, 2012, and the related statements of income, stockholders’ equity (deficit), and cash flows for the year ended September 30, 2012, and from inception on October 6, 1998 through September 30, 2012. Bio-Matrix Scientific Group, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bio-Matrix Scientific Group, Inc. as of September 30, 2012, and the related statements of income, stockholders’ equity (deficit), and cash flows for year in the ended September 30, 2012, and from inception on October 6, 1998 through September 30, 2012, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company has no revenues, has negative working capital at September 30, 2012, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Seale and Beers, CPAs
Seale and Beers, CPAs
Las Vegas, Nevada
February 25, 2013
50 S. Jones Blvd. Suite 202 Las Vegas, NV 89107 Phone: (888)727-8251 Fax: (888)782-2351
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The Board of Directors and Stockholders
Bio-Matrix Scientific Group Inc.
I have audited the accompanying consolidated balance sheet of Bio-Matrix Scientific Group Inc. as of September 30, 2011 and 2010 and the related statements of operations, stockholders’ equity and cash flows for the years ended September 30, 2011 and 2010, and the period from inception (August 2, 2005) to September 30, 2011. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but do not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Bio-Matrix Scientific Group Inc. as of September 30, 2011 and 2010 and the results of its operations and changes in stockholders’ equity and cash flows for the years ended September 30, 2011 and 2010, and the period from inception (August 2, 2005) to September 30, 2011 in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the Company is a going concern. As discussed in Note 5 to the financial statements, the Company has not generated income and has accumulated losses. This raises substantive doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/ s / John Kinross-Kennedy
John Kinross-Kennedy
Certified Public Accountant
Irvine, California
December 22, 2011
BIOMATRIX SCIENTIFIC GROUP, INC.
(A Development Stage Company)
Consolidated Balance Sheet
As of As of
September 30, 2012 September 30, 2011
ASSETS§
CURRENT ASSETS
Cash§ $ 75,752 $ 331
Prepaid Expenses 15,000 39,925
Total Current Assets 90,752 40,256
PROPERTY & EQUIPMENT (Net of Accumulated Depreciation) 0 20,789
OTHER ASSETS
Deposits§ 4,200 4,200
Deferred Financing Costs 65,000 0
Investment in Subsidiary 41,735,443
Available for Sale Securities 22,000 0
Total Other Assets 91,200 41,739,643
TOTAL ASSETS $ 181,952 $ 41,800,688
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable 133,039 130,507
Notes Payable 817,020 169,575
Accrued Payroll 307,692 627,000
Accrued Payroll Taxes 27,769 23,780
Accrued Interest 210,069 154,930
Accrued Expenses 5,000 5,000
Convertible Note Payable Net of Unamortized Discount 300,509 313,701
Due to Affiliate 39,140 59,500
Current portion, note payable to affiliated party 1,000 1,000
Total Current Liabilities 1,841,238 1,484,993
Total Liabilities 1,841,238 1,484,993
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred Stock ($.001 par value) 20,000,000 shares authorized; 1,963,821 issued and outstanding as of September 30, 2011 and September 30 2012 197 197
Series AA Preferred ($.0001 par value) 100,000 shares authorized; 4,852 and 94,852 issued and outstanding as of September 30, 2011 and September 30, 2012 9
Series B Preferred Shares ($0.0001) par value) 2,000,000 shares authorized; 725,409 issued and outstanding as of September 30, 2011 and September 30 , 2012 73 73
Common Stock ($0.0001 par value) 1,000,000,000 shares authorized; 72,189,747 and 323,507,887 issued and outstanding as of September 30, 2011 and September 30 , 2012 32,350 7,219
Non Voting Convertible Preferred Stock ($1 Par value) 200,000 shares authorized; 75,000 and 0 issued and outstanding as of September 30, 2012 and September 30, 2011 75,000
Additional Paid in capital 12,490,780 11,498,731
Contributed Capital 509,355 509,355
Retained Earnings (Deficit) accumulated during the development stage 27,747,921 29,101,648
Accumulated Other Comprehensive Income (Loss) (41,314,361 ) 0
Equity in Earnings (Loss) of subsidiary (663,649 ) (264,567 )
Deficit attributable to noncontrolling interest in subsidiary (536,961 ) (536,961 )
Total Stockholders' Equity (Deficit) (1,659,286 ) 40,315,695
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT) $ 181,952 $ 41,800,688
The Accompanying Notes are an Integral Part of These Financial Statements
BIO MATRIX SCIENTIFIC GROUP,INC
(A Development Stage Company)
Consolidated Statement of Operations
12 months Ended 12 months Ended From inception through
September 30, September 30, September 30,
2012 2011 2012
REVENUES§ $ - $ - $ -
COST AND EXPENSES
Research and Development 17,715 51,286 1,272,886
General and Administrative 564,479 550,769 6,670,301
Depreciation and Amortization 2,668
Consulting and Professional Fees 213,232 63,692 5,023,946
Impairment of Goodwill and Intangibles 34,688
Total Costs and Expenses 795,426 665,747 13,004,489
OPERATING LOSS (795,426 ) (665,747 ) (13,004,489 )
OTHER INCOME & (EXPENSES)
Interest Expense (55,139 ) (62,829 ) (413,674 )
Loss on Early Extinguishment of Debt (41,688 ) (41,688 )
Interest Expense attributable to amortization of discount (374,338 ) (374,338 )
Interest Income 306
Securities issued pursuant to contractual obligations (66,372 ) (66,372 )
Other Income 25 146,791 176,916
Gain on de-consolidation of subsidiary 42,182,649 42,182,649 |
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