a5532859.htm
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): October 29, 2007
Bio-Matrix
Scientific Group, Inc.
(Exact
Name of Company as Specified in Charter)
|
Delaware
|
0-32201
|
33-0824714
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification Number)
|
8885
Rehco Road, San Diego, California 92121
(Address
of Principal Executive Offices, Zip Code)
Company’s
telephone number, including area code: (619) 398-3517 ext. 308
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the Company under any of the Following
provisions:
o Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425).
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12).
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)).
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the exchange Act (17 CFR
240.13e-4(c)).
Item
4.02 Non-Reliance on
Previously Issued Financial Statements or Related Audit Report or Completed
Interim Review
In
connection with a review of the Annual Report on Form 10-KSB for the fiscal
year
ended September 30, 2006 (“2006 Form 10-KSB”) of Bio-Matrix Scientific Group,
Inc. (the “Company”), the Staff of the Corporate Finance Division of the
Securities and Exchange Commission (the “Staff”) issued a comment letter in
which, among other things, the Staff commented on the presentation of the
Company’s consolidated financial statements.
Specifically,
the Staff’s comments required the Company to reflect the July 3, 2006
acquisition of Bio-Matrix Scientific Group, Inc. (“BMSG”), a Nevada corporation,
as a reverse acquisition with BMSG considered the accounting acquirer and the
prior financial statements of BMSG included in the filing.
As
a
result of its discussions with the Staff, the Company has decided on October
26,
2007 to amend its 2006 Form 10-KSB to account for the acquisition of BMSG as
a
reverse acquisition with BMSG considered the accounting acquirer and the prior
financial statements of BMSG included in the filing.
In
addition the Company is also amending its Quarterly Report on Form 10-QSB for
the quarters ended December 31, 2006, March 31, 2007 and June 30,
2007 for the same reason.
As
a
result of the discussions and adjustments described above, on October 26, 2007,
the Company’s Board of Directors concluded, that
(1)
the
Company’s previously issued financial statements and any related reports of its
independent registered public accounting firm for the fiscal year ended
September 30, 2006 as well as the interim reports for the quarters ended
December 31, 2006, March 31, 2007 and June 30, 2007 should no longer be relied
upon because the acquisition of BMSG was not accounted for as a reverse
acquisition
(2)
The
Company’s financial statements for the fiscal year ended September 30, 2006 as
well as the quarters ended December 31, 2006, March 31, 2007 and June 30, 2007
will be restated to reflect the changes discussed above.
The
Company’s management has discussed the matters described in this Current Report
on Form 8-K with the Company’s current independent registered public accounting
firm.
It
is
expected that the Company shall file an amended 2006 10KSB concurrently or
shortly subsequent to the filing of this Current Report on Form
8K. As of the date of this 8K, fire conditions in the San Diego area
where the Company is located have prevented necessary personnel from preparing
amended Quarterly Reports on Form 10-QSB for the quarters
ended December 31, 2006, March 31, 2007 and June 30, 2007 (“Amended
QSBs”). It is expected that the Amended QSBs shall be prepared
and filed with the Securities and Exchange Commission as soon as
possible.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
BIO-MATRIX
SCIENTIFIC GROUP, INC.
By:
/s/
David Koos
David
Koos
Chief
Executive Officer
Dated:
October 30, 2007
2