8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

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): March 24 2010

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 registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01    Entry into a Material Definitive Agreement

On March 24, 2010  Bio Matrix Scientific Group, Inc.  (the “Company”)and Hazard Commercial Complex LLC (“Hazard”) entered into an agreement to restructure payment terms pertaining to the Company’s lease on its 14,562 sq. ft. facility located at 8885 Rehco Rd., San Diego CA 92121 (“Agreement”) .

Pursuant to the Agreement,

(a)   the Company issued to Hazard 2,511,546 common shares in satisfaction of $288,828 of accrued rental expenses and

(b)   for each month in which a rental expense to Hazard is incurred, the Company shall

(1)   pay, as of the customary due date for that Rental Period (“Monthly Due Date”), the amount of $5,000 and

(2)   issue that number of the common shares of the Company ( valued at the closing bid price on the primary market over which the company’s common shares publicly trade as of the Monthly Due Date) which equal in value that Rental Period’s rent expense less $5,000 or

(c)   at the option of the Company, pay the rent to Hazard entirely in cash.

The Agreement also requires that the Company issue an adequate number of common shares to Hazard over the term of the lease which would allow Hazard to recover 110% of all amounts due under the original lease. The 10% return shall not be compounded and, for each month’s (“Rental Period”) rent expense shall be computed beginning on the date that month’s rental obligation under the lease became due and ending on the earlier of the date the common shares are either (a) sold by Hazard or (b) a period of six months from the date that particular rental obligation was incurred has elapsed (“Adjustment date”). In the event  that, as of an Adjustment Date,

(a) the aggregated total of all payments made to Hazard is less than 110% of the  amounts due under the lease for the applicable Rental Periods, then the Company shall pay cash to Hazard to satisfy the deficit, or shall issue such additional common shares  to Hazard (valued at the bid price as of the date of issuance) to satisfy the deficit, or any combination of the two, at the Company’s sole discretion

(b) the aggregated total is more than the110% of the  amounts due under the lease for the applicable Rental Periods,  then Hazard shall issue a credit to the Company equal to one-half of that amount which exceeds  110% of the  amounts due under the lease for the applicable rental periods (“Company Credit”), which may

(a) be utilized by the Company to offset any obligations the Company has to Hazard, including but not limited to any obligations to be incurred pursuant to any rental extension, at the Company’s sole option, or

(b) in the event the Company elects not to utilize the Company Credit to offset any obligations the Company has to Hazard, Hazard may, at its sole discretion, either (i) pay the Company Credit to the Company in cash or (ii) return to the Company that number of common shares (valued at the bid price as of the applicable Adjustment Date) which shall be equal in value to the Company Credit.

Item 3.02 Unregistered Sales of Equity Securities.

On February 10, 2010 the Company issued 3,000,000 of its common shares (“Shares”) in satisfaction of $30,000 owed by the Company to holders of  the Company’s convertible debentures.

The Offer and Sale of the Shares was exempt from the registration provisions of the Securities Act of 1933 (the “Act”), by reason of Section 4(2) thereof.

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The Shares were offered directly through the management. No underwriters were retained to serve as placement agents. 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 March 31, 2010 the Company issued 2,511,546 of its common shares (“Shares”) in accordance with the Agreement described in Item 1.01 of this Current Report as consideration for $288,828 of accrued rental expenses.

The Offer and Sale of the Shares was exempt from the registration provisions of the Act, by reason of Section 4(2) thereof.

The Shares were offered directly through the management. No underwriters were retained to serve as placement agents. 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 March 31, 2010 the Company issued 3,593,268 shares of common stock (“Shares”) to Bombardier Pacific Ventures, Inc., an entity controlled by the Company’s Chairman and CEO,   in satisfaction of $251,529 of debt owed by the Company to Bombardier Pacific Ventures.

The Offer and Sale of the Shares was exempt from the registration provisions of the Act , by reason of Section 4(2) thereof.

The Shares were offered directly through the management. No underwriters were retained to serve as placement agents. 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 March 31, 2010 the Company issued 6,777,920 shares of common stock (“Shares”) in satisfaction of $234,454 of debt owed by the Company to various noteholders and holders of the Company’s convertible debentures.

The Offer and Sale of the Shares was exempt from the registration provisions of the Act, by reason of Section 4(2) thereof.

The Shares were offered directly through the management. No underwriters were retained to serve as placement agents. 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.

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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 March 31, 2010 the Company issued 4,454,994 shares of common stock (“Shares”) to David Koos, the Company’s Chairman and CEO, in satisfaction of $304,500 in accrued salary owed by the Company to David Koos.

The Offer and Sale of the Shares was exempt from the registration provisions of the Act, by reason of Section 4(2) thereof.

The Shares were offered directly through the management. No underwriters were retained to serve as placement agents. 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.

Item 9.01.     Financial Statements and Exhibits.

EXHIBIT INDEX
Exhibit Number	Description
Ex. 10.1	Agreement by and between Bio Matrix Scientific Group, Inc. and Hazard Commercial Complex LLC

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 hereunto duly authorized.

BIO-MATRIX SCIENTIFIC GROUP, INC.

By: /s/ David Koos

David Koos

Chief Executive Officer

Dated: April 19, 2010

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EX-10.1

Exhibit 10.1

March 24, 2010

TO:                      Hazard Commercial Complex LLC

FROM:                David R. Koos, Chairman & CEO

             Bio-Matrix Scientific Group Inc.

RE:                      Draft Agreement for restructured rent at 8885 Rehco Road property

AGREEMENT made this 24th day of March, 2010, by and between Hazard Commercial Complex LLC, whose principal place of business is C/O Robert Pizzuto, Esq., 401 B Street, Suite 2400, San Diego, CA 92101, here after referred to as "Hazard" and Bio-Matrix Scientific Group, Inc., whose principal place of business is 8885 Rehco Road, San Diego, California 92121, hereinafter referred to as "Company". Collectively, the Company and Hazard may be referred to as the “Parties” or, singularly as “Party”

WHEREAS, the Company desires to restructure the payment terms of its lease terms with Hazard in order to make said lease viable for the Company to continue and Hazard desires to restructure the payment terms of the Company’s lease in order to secure past, current and future compensation for its building under lease to the Company;

THEREFORE, it is agreed as follows:

1. The total amount due to Hazard by the Company as of March 15, 2010 is $223,773.70 (“Past Amount Due”).

2. The Company will issue to Hazard, shares of Bio-Matrix Scientific Group Inc. common stock (OTCBB: BMSN) (“Shares”) in the following manner to satisfy the Past Amount Due:

That number of Shares (valued at the closing bid price for the Company’s common shares on the Company’s primary public trading market as of March 31, 2010) which shall equal in value the Past Due Amount to be issued to Hazard on March 31, 2010.

3. The Company will issue to Hazard Shares to cover future rent as follows:

For each month for which a rent expense has been incurred (“Rental Period”) the Company shall:

(a)   pay, as of the customary due date for that Rental Period (“Monthly Due Date”), the amount of $5,000 and

(b)   as of a date which shall be no later than five (5) business days subsequent to the Monthly Due Date, issue that number of Shares ( valued at the closing bid price on the primary market over which the company’s common shares publicly trade as of the Monthly Due Date) which equal in value that Rental Period’s rent expense less $5,000.

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(c)   Shares shall not be registered pursuant to the Securities Act of 1933 or any state securities law and will be “restricted securities” as such term is defined by Rule 144 promulgated under the Securities Act of 1933 (“Rule 144”). The Company shall be obligated to secure for Hazard legal opinion letters which may be required by Hazard in connection with any sale by Hazard of Shares pursuant to the safe harbor provided by Rule 144.

4.  At any time, the Company may elect to pay rent to Hazard entirely in cash, making Item 3 inapplicable under such payment for that Rental Period.

5.  It is the intent of the Parties that each Party be treated “equitably” regarding the profit and/or loss resulting from issuance of Shares pursuant to this Agreement.  For purposes of this Agreement, “equitably” shall be defined as follows:

i.           Hazard shall be entitled to receive a quantity of Shares, in the aggregate, which allows it to recover all amounts due under the lease, plus a 10% return.  The 10% return shall not be compounded and shall be computed beginning on the date the original obligation under the lease became due and ending on the earlier of the date the Shares are either (a) sold by Hazard or (b) a period of six months, as that holding period is calculated pursuant to Rule 144, has elapsed.

ii.           Any profit Hazard receives over the 10% rate of return shall be allocated one-half to Hazard and one-half as a credit to the Company.

iii.          Any equitable adjustments required under this Paragraph 5, shall be made on

(a)   November 30, 2010 for Shares issued for the Rental Periods ending April 30, 2009 to May 31, 2010 and

(b)   May 31, 2011 for Shares issued for Rental Periods ending June 30, 2010 to November 31, 2010. (“Adjustment Dates”)

As of each Adjustment Date, all remaining Shares held by Hazard that have been held for a period of six months or more ( as such holding period is calculated pursuant to Rule 144) shall be valued.  The value of those Shares shall be aggregated with the proceeds of all previous Share sales, if any.  This aggregated total shall be compared to the amounts due for the applicable Rental Periods, including the 10% rate of return.

If, as of an Adjustment Date, the aggregated total is less than the amounts due under the lease for the applicable Rental Periods, including the 10% rate of return, then  the Company shall pay cash to Hazard to satisfy the deficit, or shall issue such additional Shares to Hazard (valued at the bid price as of the date of issuance) to satisfy the deficit, or any combination of the two, at the Company’s sole discretion.

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If the aggregated total is more than the amounts due under the lease for the applicable Rental Periods, including the 10% rate of return, then Hazard shall issue a credit to the Company equal to one-half of the overage (“Company Credit”), which may

(a) be utilized by the Company to offset any obligations the Company has to Hazard, including but not limited to any obligations to be incurred pursuant to any rental extension, at the Company’s sole option, or

(b) in the event the Company elects not to utilize the Company Credit to offset any obligations the Company has to Hazard, Hazard shall, at its sole discretion, either (i) pay the Company Credit to the Company in cash or (ii) return to the Company that number of Shares (valued at the bid price as of the applicable Adjustment Date) which shall be equal in value to the Company Credit.

iv.           Hazard agrees that any sale of Shares by Hazard shall be made in compliance with the following terms and conditions

(a)   any sale of Shares shall be accomplished solely through the public market on the primary market through which the company’s common shares trade (which is, as of the date of this Agreement, the OTC Bulletin Board)

(b)   the number of Shares sold in any one trading day shall not exceed 50% of the previous trading day’s trading volume or 50,000 shares (whichever is greater) of the Company’s common shares on the primary market through which the Company’s common shares trade

(c)   Hazard shall provide to the Company documentary evidence of proceeds obtained as a result of sales, including trade confirmations.

(d)   Hazard shall not pledge or hypothecate any Shares.

v. Hazard agrees that, in the event that the sum of (a) cash payments by the Company to Hazard pursuant to this Agreement and (b) cash proceeds received by Hazard as a result of sales of Shares equal the total amounts due to Hazard by the Company under the lease, including the 10% rate of return (“Payoff Event”), then (a) Hazard shall immediately inform the Company that a Payoff Event has occurred and (b) all remaining Shares held by Hazard will be immediately returned to the Company by Hazard.

7. All common area maintenance costs and property taxes are to be treated in the manner prescribed above.  Any past due amounts are to be satisfied by Shares (see item 2).  Any future amounts due that are related to CAM or property taxes shall be satisfied in the manner prescribed in items 3 (with item 4 being an option available at the Company’s discretion).

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8. Entire Agreement. This Agreement represents the full and complete agreement between the parties and supersedes all previous agreements between the parties. Any supplemental amendments to this Agreement shall not be binding upon either party unless executed in writing by the parties hereto.

9. Invalid by Operation of Law.  If any section or part of this Agreement is held to be invalid by operation of law or by any tribunal of competent jurisdiction, or if compliance with or enforcement of any section or part should be restrained by such tribunal, the remainder of the Agreement shall not be affected thereby and the parties shall enter into immediate negotiations for the purpose of arriving at a mutually satisfactory replacement for such section or part.

10.  Arbitration.  Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration in accordance of the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) shall be entered in any court having jurisdiction thereof.  For that purpose, the parties hereto consent to the jurisdiction and venue of an appropriate court located in San Diego County, State of California.  In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may b e entitled.  In such event, no action shall be entertained by said court or any court of competent jurisdiction if filed more than one year subsequent to the date the cause(s) of action actually accrued regardless of whether damages were otherwise as of said time calculable.

IN WITNESS WHEREOF, the parties have hereunto executed this Agreement

on the 24th day of March, 2010.

By:

/s/David Koos

____________________                                                                Hazard Commercial Complex LLC

Bio-Matrix Scientific Group Inc.                                                       By Its Manager:

By Its:  CEO

David R. Koos                                                                                     HCCM, Inc.

                                       /s/ Terry Grant

___________________________

By Its President,

Terry Grant Hazard

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