10-K 1 bmsn10291310k.htm FORM 10-K

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D. C. 20549

 

FORM 10-K

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the Year Ended September 30, 2013

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 $0.0049., was approximately $6,602,820.  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 classes of common stock as of  December 26,2013:

Common: 2,810,513,321

 

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.

 

 

 

 
 

 

 

 

PART I

 

Item 1. Business

 

We were organized October 6, 1998, under the laws of the State of Delaware as Tasco International, Inc.

 

Through our majority owned subsidiary, Regen BioPharma ,Inc.(“Regen”) , we intend to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials. The primary factor to be considered by us in arriving at a decision to advance an application further to Phase III clinical trials would be a greater than anticipated indication of efficacy seen in Phase I trials.

 

On May 1, 2013 Dr. Wei Ping Min (“Min”) entered into an agreement (“Agreement”) whereby Min assigned to Regen all right, title and interest in US Patent # 8,389,708 as well as all Patent applications from the same family corresponding to numbers PCT/CA2006/000984, CA2612200 and EP1898936.(“Min IP”) US Patent # 8,389,708 was granted to Min with regard to his invention of a method directed to the silencing of immunosuppressive cancer causing genes using short interfering RNA (siRNA) leading to an increase in the immune response, a decrease in tumor-induced immunosuppression and a decrease in in vivo tumor progression.

 

As consideration for the Min IP, Regen is required to:

 

(a) negotiate in good faith with Min with regards to a proposed consulting agreement whereby Min shall perform certain mutually agreed upon tasks for the benefit of Regen for consideration to Min consisting of One Hundred Thousand United States Dollars ($100,000 ) of the common shares of Bio Matrix valued as of the date of issuance and to be paid over a twelve month period in twelve equal installments (“Consulting Shares”) and registered under the Securities Act of 1933 on Form S-8.

(b) Cause to be issued to Min 100,000 of Bio Matrix’s preferred shares (“Assignor Preferred Shares”) exchangeable into common shares of Bio Matrix (“Exchange Common Shares”) under the following terms and conditions:

(i) A sufficient number of common shares shall be authorized for issuance by Bio Matrix in order that the required number of Exchange Common Shares may be issued

(ii) Subject to (i) above, upon any date subsequent to the date of the completion of a satisfactory review by the United States Food and Drug Administration (“FDA”) of an Investigational New Drug Application (“IND”) for the Min IP submitted by Regen which shall result in the ability of Regen to lawfully begin clinical testing of the Min IP on human subjects within the United States Min shall be permitted, at his option, to exchange 33,333 of the Assignor Preferred Shares into that number of Exchange Common Shares having a value of Three Hundred Thirty Three Thousand United States Dollars ($333,000) such shares being valued at a price per share equal to the closing price as of the day written notice is given by Min to Regen of Min’s intent to exchange.

(iii) Subject to (i) above, upon any date subsequent to the date that manufacturing procedures for the manufacture of the Min IP have been developed by Regen which comply to the Current Good Manufacturing Practices (“cGMP “) requirements of the Food Drug and Cosmetics Act of 1938 and the rules and regulations promulgated thereunder as they may apply to the manufacture of the Min IP Min shall be permitted, at Min’s option, to exchange 33,333 of the Assignor Preferred Shares into that number of Exchange Common Shares having a value of Three Hundred Thirty Three Thousand United States Dollars ($333,000) such shares being valued at a price per share equal to the closing price as of the day written notice is given by Min to Regen of Min’s intent to exchange.

(iv) Subject to (i) above, upon any date subsequent to the date that, in connection with a lawfully administered Phase I clinical trial of the Min IP being conducted by Regen within the United States on human subjects, both of (1) a clinical trial protocol has been completed and (2) a Principal Investigator has been appointed, Min shall be permitted, at Min’s option, to exchange 33,333 of the Assignor Preferred Shares into that number of Exchange Common Shares having a value of Three Hundred Thirty Three Thousand United States Dollars ($333,000) such shares being valued at a price per share equal to the closing price as of the day written notice is given by Min to Regen of Min’s intent to exchange. On August 9, 2013 100,000 Assignor Preferred Shares were issued to Min by BMSN

 (c) Subject to sufficient number of common shares having been authorized for issuance by the Company, Min shall receive, upon successful completion of a lawfully administered Phase I clinical trial of the Min IP being conducted by Regen within the United States on human subjects, the results of which (1) shall indicate that the Min IP can be safely tolerated by human subjects (2) shall not indicate that use of the Min IP in human subjects result in side effects of such severity that commencement of a Phase II clinical trial could not occur, and (3) establishes the optimal dosage and/or method of administration( as applicable )of the Min IP , Min shall receive that number of the common shares of BMSN which, at a price per share equal to the closing price of the shares as of the day of issuance, shall equal One Million United States Dollars ($1,000,000)

 

Pursuant to the Agreement, Min shall be entitled to additional consideration for productivity and deliverables over and above listed items (“”Bonus””). The eligibility of Min to receive a Bonus as well as the nature and amount of any Bonus shall be at the sole discretion and determination of the Chief Executive Officer of the Company.

 

On August 9, 2013 we issued to Min 100,000 of our Preferred Shares pursuant to the Agreement.

 

On August 5, 2013 Regen was granted by Benitec Australia Limited (“Benitec”) an exclusive worldwide right and license to certain patents, patent applications, know-how and other intellectual property relating to RNA interference, a biological mechanism by which double-stranded RNA modifies gene expression (“RNAi”) possessed by Benitec.

 

Pursuant to the agreement between the parties for the grant of the license (“Agreement”) , Regen is obligated to make the following payments to Benitec as consideration for the grant of the license:

 

(1) a one-time, non-refundable, upfront payment of twenty five thousand US dollars ($25,000) as a license initiation fee on the execution date of the Agreement. On August 30, 2013 the Company issued 8,512,088 of its common shares to Benitec in satisfaction of this obligation on behalf of the Company.

 

(2) a one-time non-refundable payment of twenty five thousand US dollars ($25,000) on the first anniversary of the execution date of the Agreement.

 

(3) The following milestone payments per each Licensed Product that meets such milestone :

 

 

Milestone

Amount

 

Start Phase I/II clinical trial – dosing first patient

$100,000 US Dollars

 

Start Phase III clinical trial

$500,000 US Dollars

 

Regulatory Approval for a Licensed Product by first regulatory agency

$1,000,000 US Dollars

 

Regulatory Approval for a Licensed Product by second regulatory agency

$2,000,000.00 US Dollars

 

 

 

 

As defined by the Agreement, “Licensed Product” shall mean any product sold by or on behalf of Regen, its Affiliates or its sublicensees pursuant to the license granted by the Agreement.

 

As further consideration to Benitec, Regen is required to pay:

 

(i) Royalties equal to the greater of (a) a minimum annual payment of $25,000 per year or (b) four percent (4%) of the Net Sales as defined in the Agreement of any Licensed Products sold pursuant to the license sold within a given year.

 

(ii) fifty percent (50%) of all consideration (in the case of in-kind consideration, at fair market value as monetary consideration) received by Regen from sublicensees, excluding royalties from sublicensees based on Net Sales of any Licensed Products for which Benitec receives payment.

 

The term of this Agreement commenced on the date of execution (“Effective Date “) continues in full force and effect on a Licensed Product-by-Licensed Product and country-by-country basis until the expiration or termination of the Benitec’s Patent Rights covering such Licensed Product.

The Company has begun development of HemaXellerate, a cellular drug designed to heal damaged bone marrow. HemaXellerate I(TM) is a patient-specific composition of cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based on previous animal studies. The initial application of HemaXellerate will be the treatment of severe aplastic anemia (AA) which is characterized by immune-mediated bone marrow hypoplasia and pancytopenia. The HemaXellerate treatment consists of the use of autologous stromal vascular fraction(SVF) cells extracted from the patient’s own adipose tissue as a treatment for immune suppressant refractory aplastic anemia. SVF preparations contain significant numbers of cellular populations with therapeutic activity that would be relevant to aplastic anemia; namely, a) mesenchymal stem cells (MSC), which suppress pathological immune responses and accelerate hematopoiesis; b) endothelial cells, which assist in repairing damaged bone marrow hematopoietic microenvironment and stimulate hematopoiesis; and c) T regulatory cells, which possess anti-inflammatory properties.

On February 5, 2013 Regen filed an Investigational New Drug (IND) application with the United States Food and Drug Administration (“FDA”) to initiate a Phase I clinical trial assessing HemaXellerate I in patients with drug-refractory aplastic anemia. The Phase I clinical trial is intended to determine safety and potential efficacy of intravenously administered autologous SVF cells in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse.The Company believes that this application of HemaXellerate qualifies for Orphan designation under the Orphan Drug Act due to the fact that aplastic anemia is a rare disease with prevalence in the United States of less than 200,000 and intends to apply to the FDA for Orphan designation for HemaXellerate I.

 

 

 

Principal Products and Services

 

Through our majority owned subsidiary, Regen BioPharma ,Inc.(“Regen”) , we intend to engage primarily in the development of regenerative medical applications which we intend to license from other entities up to the point of successful completion of Phase I and or Phase II clinical trials after which we would either attempt to sell or license those developed applications or, alternatively, advance the application further to Phase III clinical trials.

 

HemaXellarate I

 

The Company has begun development of HemaXellerate I , a cellular therapy designed to heal damaged bone marrow. HemaXellerate I is a patient-specific composition of cells that have been demonstrated to repair damaged bone marrow and stimulate production of blood cells based on previous animal studies. The initial application of HemaXellerate I will be the treatment of severe aplastic anemia which is characterized by immune-mediated bone marrow hypoplasia (underdevelopment or incomplete development of a tissue) and pancytopenia( reduction in the number of blood cells and platelets).

 

Adipose tissue is collected from the patient and processed in order to separate , extract and isolate Stromal Vascular Fraction (SVF), a mix of various cell types including mesenchymal stem cells and endothelial cells. The isolated SVF is then intravenously administered to the patient. The Company believes that the isolated SVF will generate growth factors with the ability to repair damaged hematopoietic stem cells. Hematopoietic stem cells are immature cells that can develop into all types of blood cells, including white blood cells, red blood cells, and platelets. Hematopoietic stem cells are found in the peripheral blood and the bone marrow.

On February 5, 2013 Regen filed an Investigational New Drug (IND) application with the United States Food and Drug Administration (“FDA”) to initiate a Phase I clinical trial assessing HemaXellerate I in patients with drug-refractory aplastic anemia. The Phase I clinical trial is intended to determine safety and potential efficacy of intravenously administered autologous SVF cells in patients with severe, immune suppressive refractory aplastic anemia with the primary endpoints of safety and feasibility and secondary endpoints of efficacy as determined by patients having complete response, partial response or relapse. The Phase I clinical trial cannot commence until comments directed to the Company by the FDA with regard to the IND have been addressed by the Company to the FDA’s satisfaction.

The following actions are required to be undertaken by the Company in order to address comments made by the US Food and Drug Administration with regards to the IND filed by the Company for HemaXellerate I

a) demonstration of safety in an immune deficient model by intravenous administration bracketing the per kilogram dose proposed in the clinical study;

b) augmentation of existing efficacy data by including details of blood cell responses after treatment.

 

Pursuant to a Service Agreement entered into by and between the Company and Dr. Wei-Ping Min , on Sept 24, 2013 the Company began experiments required to be undertaken in order to address the FDA’s comment concerning efficacy. The Company intends, upon satisfaction of all comments, to seek Orphan Drug Designation under the Orphan Drug Act of 1983 from the US Food and Drug Administration for HemaXellerate I. During the six months ended March 31, 2014 the Company also anticipates completion of preclinical testing with regards to dCellVax as well as submission of an IND to the FDA with regards to dCellVax.

HemaXellerate II

Also in early stage development by the Company is a version of HemaXellerate called HemaXellerate II.

HemaXellerate II is intended to be a universal donor endothelial cell based therapeutic and is intended to be manufactured by obtaining cells from a part of the placenta called the “vascular lobules”. The cells are processed and utilized for the purpose of stimulating bone marrow hematopoetic stem cell repair and proliferation. The mechanism of action for HemaXellerate II is similar to HemaXellerate I whereby the harvested and processed cells would produce growth factors which would mediate the therapeutic effects of the product.

The Company has not begun preclinical development of HemaXellerate II as of September 30, 2013.

 

dCellVax

dCellVax is intended to be a therapy whereby dendritic cells of the cancer patient are harvested from the body , treated with plasmid DNA that has the ability to block the dendritic cell from expressing indoleamine 2,3-dioxygenase (“IDO”) and subsequently reimplanted in the cancer patient.

The dendritic cells that are treated with the IDO-blocking plasmid become resistant to the influence of tumor cells which produce factors which cause the dendritic cell to express the IDO. Expression of IDO on the dendritic cell halts the dendritic cell from activating T cells and causes the dendritic cell to suppress T cells. T lymphocytes (‘T cells”) are a lymphocyte that play a central role in the human immune system’s attempt to eradicate tumors.

The Company is currently in the process of attempting to generate a human equivalent of a mouse plasmid that was successfully used to silence IDO in mice which the Company believes will silence IDO in human cells (“Human Plasmid”) . Upon successful generation of the Human Plasmid, the Company anticipates commencing discussions with the US Food and Drug Administration with regard to the filing of an IND for dCellVax.

 

Competitive business conditions and competitive position in the industry and methods of competition

 

We face intense and ever-changing competition from many other established local, regional and national companies. Many of these companies are competitors who possess significantly greater financial, managerial, and marketing resources. Given our small size, changing technology, and our limited resources, the intensity of competition will likely continue for the foreseeable future. This may limit our ability to introduce and market our services, limit our ability to price our planned services, and, ultimately, our ability to generate and sustain sufficient sales revenues that would allow us to achieve profitability and positive cash flow.

 

These competitors have, in many cases, completed or implemented strategies that may provide them with a greater ability and a more diversified business strategy that will allow them to better respond to product and market changes and other variables in this new industry.

 

Competitive conditions and the industry structure are likely to further change as comparative technologies, cost factors, and regulatory issues develop. These and other risks and uncertainties are likely to have a continuing direct impact on the Company  in implementing its business plan.

 

We intend to be competitive by utilizing the services and advice of individuals that we believe have expertise in their field in order that we can concentrate our resources on projects  in which products and services in which we have the greatest potential to secure a competitive advantage  may be developed and commercialized .

 

To that effect, Regen has established a Scientific Advisory Board of (the Advisory Board) comprised of individuals who we believe have a high level of expertise in their professional fields and who have agreed to provide counsel and assistance to us in (a) determining the viability of proposed projects (b) obtaining financing for projects and (c) obtaining the resources required to initiate and complete a project in the most cost effective and rapid manner.

 

Members of the Advisory Board include as follows:

 

Dr. Weiping Min, M.D., PhD

 

Dr.  Min is currently a Professor, Department of Surgery at the University of Western Ontario. Dr. Min obtained his MD from Jiangxi Medical University, China, in 1983 and his Ph.D.in Immunology from Kyushu University, Japan. Dr. Min has completed postdoctoral training at the Department of Medical Microbiology and Immunology, University of Alberta and the Department of Immunology, University of Toronto.

 

 

David James Graham White, M.D., Ph.D.

 

Dr. White currently serves as Novartis/Stiller Professor of Xenotransplantation at the University of Western Ontario ( to which he was appointed in 2000) and is a member of British Transplantation Society, the British Society of Immunologists, the Transplantation Society, the European Society of Organ Transplantation, the Royal College of Pathologists and the Athenaeum. Dr. White obtained a B.Sc. degree from the University of Surrey and M.D. and Ph.D. degrees from Cambridge University.

  

 

David A. Suhy, PhD

 

Dr. Suhy currently serves as Vice President of Research and Development at Tacere Therapeutics, a position he has held since October 2012. From April 2008 to October 2012 Dr. Suhy served as Director of Research and Development at Tacere Therapeutics. Dr. Suhy was one of the inventors of Tacere Therapeutics’ TT-033 and has directed development of the TT-03x series of compounds which target the Hepatitis C virus (HCV) through to Investigational New Drug enabling studies.

 

Dr. Suhy obtained a Bachelor’s Degree in biochemistry from the University of Pittsburgh in 1990 and a PhD in Biochemistry, Molecular Biology and Cell Biology from Northwestern University in 1996. Dr. Suhy conducted his post-doctoral work at Stanford University (Post Doctoral Fellow, Microbiology & Immunology) between 1996 and 1999.

 

 

 

 

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 may be obtained through a wide variety of sources.

 

Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including duration

 

We have not been granted any patent and are not party  to any royalty agreements or labor agreements. We have been granted a trademark for the term HEMAXELLERATE for biological tissue, namely, blood, stem cells, umbilical cords and placentas for scientific and medical research use

 

Need for any government approval of principal products or services, effect of existing or probable governmental regulations on the business

 

Our product is subject to regulation as a biological product under the Public Health Service Act and the Food, Drug and Cosmetic Act. The FDA generally requires the following steps for pre-market approval or licensure of a new biological product:

Pre-clinical laboratory and animal tests conducted in compliance with the Good Laboratory Practice, or GLP, requirements to assess a drug’s biological activity and to identify potential safety problems, and to characterize and document the product’s chemistry, manufacturing controls, formulation, and stability;

Submission to the FDA of an Investigational New Drug, or IND application, which must become effective before clinical testing in humans can begin;

Obtaining approval of Institutional Review Boards, or IRBs, of research institutions or other clinical sites to introduce the biologic drug candidate into humans in clinical trials;

Conducting adequate and well-controlled human clinical trials to establish the safety and efficacy of the product for its intended indication conducted in compliance with Good Clinical Practice, or GCP requirements;

Compliance with current Good Manufacturing Practices, or cGMP regulations and standards;

Submission to the FDA of a Biologics License Application, or BLA, for marketing that includes adequate results of pre -clinical testing and clinical trials;

FDA reviews the marketing application in order to determine, among other things, whether the product is safe, effective and potent for its intended uses; and

Obtaining FDA approval of the BLA, including inspection and approval of the product manufacturing facility as compliant with cGMP requirements, prior to any commercial sale or shipment of the pharmaceutical agent. The FDA may also require post marketing testing and surveillance of approved products, or place other conditions on the approvals.

Regulatory Process in Europe

The European Union (EU) has approved a regulation specific to cell and tissue therapy product, the Advanced Therapy Medicinal Product (ATMP) regulation. For products such as HemaXellerate that are regulated as an ATMP, the EU Directive requires: Compliance with current Good Manufacturing Practices, or cGMP regulations and standards, pre-clinical laboratory and animal testing;

Filing a Clinical Trial Application (CTA) with the various member states or a centralized procedure; Voluntary Harmonization Procedure (VHP), a procedure which makes it possible to obtain a coordinated assessment of an application for a clinical trial that is to take place in several European countries;

Obtaining approval of Ethic Committees of research institutions or other clinical sites to introduce the AIP into humans in clinical trials;

Adequate and well-controlled clinical trials to establish the safety and efficacy of the product for its intended use; and

Submission to EMA for a Marketing Authorization (MA); Review and approval of the MAA (Marketing Authorization Application).

Clinical trials:

Typically, both in the U.S. and the European Union, clinical testing involves a three-phase process although the phases may overlap. In Phase I, clinical trials are conducted with a small number of healthy volunteers or patients and are designed to provide information about product safety and to evaluate the pattern of drug distribution and metabolism within the body. In Phase II, clinical trials are conducted with groups of patients afflicted with a specific disease in order to determine preliminary efficacy, optimal dosages and expanded evidence of safety. In some cases, an initial trial is conducted in diseased patients to assess both preliminary efficacy and preliminary safety and patterns of drug metabolism and distribution, in which case it is referred to as a Phase I/II trial. Phase III clinical trials are generally large-scale, multi-center, comparative trials conducted with patients afflicted with a target disease in order to provide statistically valid proof of efficacy, as well as safety and potency. In some circumstances, the FDA or EMA may require Phase IV or post-marketing trials if it feels that additional information needs to be collected about the drug after it is on the market. During all phases of clinical development, regulatory agencies require extensive monitoring and auditing of all clinical activities, clinical data and clinical trial investigators. An agency may, at its discretion, re-evaluate, alter, suspend, or terminate the testing based upon the data which have been accumulated to that point and its assessment of the risk/benefit ratio to the patient. Monitoring all aspects of the study to minimize risks is a continuing process. All adverse events must be reported to the FDA or EMA .

All pharmaceutical companies are subject to extensive, complex, costly and evolving government regulation. For the U.S., this is principally administered by the FDA and to a lesser extent by the DEA and state government agencies, as well as by varying regulatory agencies in foreign countries where products or product candidates are being manufactured and/or marketed. The Federal Food, Drug and Cosmetic Act, the Controlled Substances Act and other federal statutes and regulations, and similar foreign statutes and regulations, govern or influence the testing, manufacturing, packing, labeling, storing, record keeping, safety, approval, advertising, promotion, sale and distribution of our future products. For Europe, the European Medicines Agency (“EMEA”) will regulate our future products. Regulatory approval by the EMEA will be subject to the evaluation of data relating to the quality, efficacy and safety of our future products for its proposed use. The time taken to obtain regulatory approval varies between countries. Different regulators may impose their own requirements and may refuse to grant, or may require additional data before granting, an approval, notwithstanding that regulatory approval may have been granted by other regulators. Regulatory approval may be delayed, limited or denied for a number of reasons, including insufficient clinical data, the product not meeting safety or efficacy requirements or any relevant manufacturing processes or facilities not meeting applicable requirements.

 

 

Number of total employees and number of full-time employees .

 

As of  December 28, 2013 we have three employees who are full time.

 

Item 2. Properties .

 

The Company  utilizes approximately 2,300 square feet of office space at 4700 Spring Street, Suite 304, La Mesa California, 91941provided to the Company by Entest BioMedical, Inc. on a month to month basis free of charge. The property is utilized as office space. We believe that the foregoing properties are adequate to meet our current needs for office space.

 

Item 3. Legal Proceedings.

 

On April 12, 2013 a complaint (Complaint) was filed in the U.S. District Court Southern District of the State of new York against the Company, the Company’s Chairman and Does 1-50 by Star city Capital, LLC (“Plaintiff”) alleging securities fraud, common law fraud, negligent misrepresentation, breach of fiduciary duties and breach of contract in connection with the issuance of . The Plaintiff is also request declaratory relief from the Court.

The action arises from the issuance and subsequent cancellation of 103,030,303 of the company’s common shares in satisfaction of $17,000 of convertible indebtedness of the Company held by the Plaintiff . The Plaintiff alleges that a cancellation notice sent by them to the Company’s transfer agent was meant to instruct the Transfer Agent simply to cancel the physical certificate in order that an equivalent number of shares may be transferred via DWAC to the Plaintiff’s stockbroker for the benefit of the Plaintiff. DWAC is the acronym for Deposit/Withdrawal At Custodian. The DWAC transaction system run by The Depository Trust Company (a.k.a. DTC or CEDE & CO) permits brokers and custodial banks, the DTC participants, to request the movement of shares to or from the issuer’s transfer agent electronically. A DWAC results in the crediting or debiting of shares to or from DTC’s book-entry account on the records of the issuer maintained by the transfer agent.

The Company believes that the cancellation notice sent by the Plaintiff clearly represents a cancellation of the conversion notice itself.

The convertible indebtedness held by the Plaintiff is convertible at Holder’s demand into the common shares of the Company’s stock at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company and the Plaintiff had agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock. There can be no assurance that a subsequent conversion notice for the same amount of indebtedness issued by the Plaintiff would convert into 103,030,303 of the company’s common shares.

Although the Company believes this legal action has no merit, it is not possible to predict the ultimate outcome of this legal action.

 

Item 4. Submission of Matters to a Vote of Security Holders.

 

No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of security holders, through the solicitation of proxies or otherwise.

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

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". Prior to January 2011 the primary market for the Company’s common shares was the OTCBB. Prior to September 5, 2006 our Common Stock traded under the symbol "THII". Below is the range of high and low bid information for our common equity for each quarter within the last two fiscal years as reported by Commodity Systems Inc. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual

transactions.

 

October 1, 2012 to September 30, 2013 High Low
First Quarter .0024 .0003
Second Quarter .0144 .0011
Third Quarter .0018 .0055
Fourth Quarter .0038 .0028

 

October 1, 2011 to September 30, 2012 High Low
First Quarter .01 .004
Second Quarter .0095 .0021
Third Quarter .0370 .0027
Fourth Quarter .0053 .0017

 

Holders

 

As of December 27, 2013  there were approximately 463 holders of our Common Stock.

 

Dividends

 

No cash dividends were paid during the fiscal year ending September 30, 2013. We do not expect to declare cash dividends in the immediate future.

 

Recent Sales of Unregistered Securities

 

Shares Issued for Services:

 

On May 29, 2013 the Company issued to J. Christopher Mizer 26, 045,795 shares of the Company’s Common Stock (“Shares”) and agreed to the immediate vesting of 6,000,000 shares of the Company’s common stock previously issued to J. Christopher Mizer as a Restricted Stock Award in satisfaction of $ 116,452 of accrued but unpaid salary due to J. Christopher Mizer .

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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 Preferred Shares stating that the preferred Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares

  

On May 30, 2013 the “Company” issued to David R. Koos, the Company’s Chairman and Chief Executive Officer, 40,000 shares of the Company’s Series AAA Preferred Stock (“Preferred Shares”) in satisfaction of $10,000 of accrued but unpaid salary due to David Koos.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Preferred 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 Preferred Shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Preferred Shares.

 

A legend was placed on the certificate that evidences the Preferred Shares stating that the preferred Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares

 

On August 6, 2013 the Company issued 100,000 of the Company’s Preferred Shares pursuant to that agreement entered into on May 1, 2013 with Dr. Wei Ping Min (“Min”) whereby Min assigned to Regen BioPharma Inc. (“Regen”) , a majority owned subsidiary of Bio-Matrix Scientific Group, Inc.(“the Company”) , all right, title and interest in US Patent # 8,389,708 as well as all Patent applications from the same family corresponding to numbers PCT/CA2006/000984, CA2612200 and EP1898936.(“Min IP”)

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Preferred 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 Preferred Shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Preferred Shares.

 

A legend was placed on the certificate that evidences the Preferred Shares stating that the preferred Shares have not been registered under the Act and setting forth or referring to the restrictions on transferability and sale of the Shares.

 

On August 30, 2013 the Company issued 8,512, 088 of the Company’s Common Shares (“Shares”) to Benitec Australia Limited as a one-time, non-refundable, upfront payment pursuant to that agreement by and between Regen and Benitec Australia Limited entered into on August 5, 2013

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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 Preferred Shares stating that the preferred 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 19 , 2013 the Company issued 500,000 shares of the Company’s Common Stock (“Shares”) to a member of Regen’s Scientific Advisory Board in consideration for services rendered.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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 Preferred Shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Preferred Shares.

 

On November 4, 2013 the Company issued 200,000 shares of the Company’s Common Stock (“Shares”) to a member of Regen’s Scientific Advisory Board in consideration for services rendered.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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 Preferred Shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Preferred Shares.

 

Shares Issued for Debt:

 

On October 19, 2012 the Company issued 8,635,222 Common Shares in (“Shares”) satisfaction of $9,000 of outstanding convertible indebtedness

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On October 19, 2012 the Company issued 5,756,000 Common Shares (“Shares”) in satisfaction of $6,000 of outstanding convertible indebtedness

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On November 2, 2012 the Company issued 17,500,00 Common Shares (“Shares”) in satisfaction of $5,000 of outstanding indebtedness

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On November 8, 2012 the Company issued 15,964,912 Common Shares (“Shares”)in satisfaction of $9,100 of outstanding convertible indebtedness

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On November 9, 2012 the Company issued 14,158,067 Common Shares (“Shares”) in satisfaction of $8,179 of outstanding convertible indebtedness

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On November 9, 2012 the Company issued 17,500,00 Common Shares (“Shares”) in satisfaction of $5,000 of outstanding indebtedness

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On November 14, 2012 the Company issued 32,000,000 Common Shares (“Shares”) in satisfaction of $17,600 of outstanding convertible indebtedness

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On November 15, 2012 the Company issued 16,136,364 Common Shares (“Shares”) in satisfaction of $7,100 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On November 19, 2012 the Company issued 48,000,000 Common Shares(“Shares”) in satisfaction of $16,800 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On November 20, 2012 the Company issued 32,000,000 Common Shares(“Shares”) in satisfaction of $11,200 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On November 21, 2012 the Company issued 17,500,000 Common Shares (“Shares”) in satisfaction of $5,000 of outstanding indebtedness.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On November 21, 2012 the Company issued 16,000,000 Common Shares(“Shares”) in satisfaction of $5,600 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On November 26, 2012 the Company issued 15,200,000 Common Shares (“Shares”) in satisfaction of $3,200 of outstanding convertible indebtedness And $2,120 of accrued interest.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On November 29, 2012 the Company issued 46,212, 122 Common Shares(“Shares”) in satisfaction of $15,250 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On November 29, 2012 the Company issued 30,303,030 Common Shares (“Shares”) in satisfaction of $10,000 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On November 29, 2012 the Company issued 14,452,111 Common Shares (“Shares”) in satisfaction of $5,000 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On December 10, 2012 the Company issued 30,303,030 Common Shares (“Shares”) in satisfaction of $10,000 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On December 12 , 2012 the Company issued 57,159,091 Common Shares (“Shares”)in satisfaction of $12,575 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On December 19 , 2012 the Company issued 40,000,000 Common Shares (“Shares”)in satisfaction of $6,000 of outstanding convertible indebtness.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

 

On December 26 the Company issued 6057142 common shares in satisfaction of $2,120 of interest accrued but unpaid.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On December 28 , 2012 the Company issued 12,636,3636 Common Shares (“Shares”)in satisfaction of $13,900 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

 

On January 8, 2013 the Company issued 90,000,000 Common Shares in (“Shares”) satisfaction of $9,900 of outstanding convertible indebtedness

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. 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.

 

On February 27, 2013 the Company issued 21,450,717 Common Shares (“Shares”) in satisfaction of $24,775 of outstanding convertible indebtedness

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. 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.

 

On March 21 , 2013 the Company issued 5,158,730 Common Shares (“Shares”) in satisfaction of $30,000 of outstanding indebtedness

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. 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.

 

On March 21 , 2013 the Company issued 2,777,778 Common Shares (“Shares”) in satisfaction of $15,000 of outstanding indebtedness

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. 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.

 

 

On March 22 2013 the Company issued 100,000,000 Common Shares (“Shares”)in satisfaction of $100,000 of outstanding convertible indebtedness and accrued interest.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. 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.

 

On March 25 2013 the Company issued 7,721,740 Common Shares (“Shares”)in satisfaction of $35,520 of outstanding convertible indebtedness and accrued interest.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. The Shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended. 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.

 

 

 

On April 2 2013 the Company issued 100,000,000 Common Shares (“Shares”)in satisfaction of $50,000 of outstanding indebtedness

 

The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

 

On April 12 2013 the Company issued 100,000,000 Common Shares (“Shares”)in satisfaction of $50,000 of outstanding indebtedness

 

The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

 

On April 17, 2013 the Company issued 7,162,534 Common Shares (“Shares”) in satisfaction of $13,000 of outstanding indebtedness

 

The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

 

On April 23 2013 the Company issued 100,000,000 Common Shares (“Shares”)in satisfaction of $50,000 of outstanding indebtedness

 

The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

 

 

On April 25, 2013 the Company issued 84,848,085 Common Shares (“Shares”)in satisfaction of $140,000 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

 

On May 16 2013 the Company issued 100,000,000 Common Shares (“Shares”)in satisfaction of $50,000 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

 

On June 10 2013 the Company issued 20,000,000 Common Shares (“Shares”)in satisfaction of $10,000 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

 

 

On June 13 2013 the Company issued 100,000,000 Common Shares (“Shares”) in satisfaction of $50,000 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

 

On August 26 2013 the Company issued 100,000,000 Common Shares (“Shares”) in satisfaction of $35,000 of outstanding convertible indebtedness.

 

The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

 

 

 

On August 30 2013 the Company issued 66,287,898 Common Shares (“Shares”) in satisfaction of $70,197 of outstanding indebtedness and accrued interest.

 

The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

 

On September 11 2013 the Company issued 60000000 Common Shares (“Shares”) in satisfaction of $120,000 of outstanding indebtedness and accrued interest.

 

The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

 

On October 14, 2013 the Company Issued 120,000,000 Common Shares (“Shares”) in satisfaction of $ 44,500 of indebtedness 

 

The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

 

 

On November 13, 2013 the Company Issued 120,000,000 Common Shares (“Shares”) in satisfaction of $ 12,000 of indebtedness 

 

The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

 

On December 5, 2013 the Company Issued 120,000,000 Common Shares (“Shares”) in satisfaction of $ 15,000 of indebtedness 

 

The Shares were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. 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.

 

 

 

Shares Issued Pursuant to Contractual Obligations

 

On December 12 , 2012 the Company issued 9,242,425 Common Shares (“Shares”) pursuant to contractual obligations to debt holders.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On December 21, 2012 the Company issued 57,159,091 Common Shares (“Shares”) pursuant to contractual obligations to debt holders.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On December 21, 2012 the Company issued 30,303,030 Common Shares (“Shares”) pursuant to contractual obligations to debt holders.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On December 21, 2012 the Company issued 14,545,454 Common Shares (“Shares”) pursuant to contractual obligations to debt holders.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

Shares issued for legal settlement

 

On March 13, 2013 the Company issued 100,000,000 Common Shares (“Shares”) pursuant to a SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE entered into by and between the Company and 18KTV.LLC

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

Shares issued in conversion of Nonvoting Convertible Preferred Shares

 

On March 13, 2013 the Company issued 35714286 Common Shares (“Shares”) in conversion of 75,000 of the Company’s Nonvoting Convertible Preferred Shares

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

Shares issued in settlement of dispute with vendor

On December 12, 2013 the Company issued 30,000,000 of its Common Shares (“Shares”) to a vendor in settlement of a dispute over fees owed between the vendor and Regen.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

 

Issuance of Convertible Debentures and Changes in Terms and Conditions of Existing Securities:

 

On October 19, 2012 for no additional consideration, the Company agreed to amend the terms of $10,000 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.

 

 

On October 19.2012 for no additional consideration, the Company agreed to amend the terms of $20,000 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.

 

On October 29,2012 for no additional consideration, the Company agreed to amend the terms of $30,000 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 20 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.

 

On November 12, 2012 for no additional consideration, the Company agreed to amend the terms of $50,000 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 20 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.

 

On November 15, .2012 for no additional consideration, the Company agreed to amend the terms of $50,000 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 20 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.

 

On December 12,2012 for no additional consideration, the Company agreed to amend the terms of $30,000 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.

 

On December 12,2012 for no additional consideration, the Company agreed to amend the terms of $100,000 of outstanding debt to allow conversion at the Holder’s option into common shares of the Company at a conversion price per share equal to 55% (the “Discount”) of the lowest closing bid price for the Company’s common stock during the 5 trading days immediately preceding a conversion date, as reported by Bloomberg (the “Closing Bid Price”); provided that if the closing bid price for the common stock on the date in which the conversion shares are deposited into Holder’s brokerage account and confirmation has been received that Holder may execute trades of the conversion shares ( Clearing Date) is lower than the Closing Bid Price, then the purchase price for the conversion shares would be adjusted such that the Discount shall be taken from the closing bid price on the Clearing Date, and the Company shall issue additional shares to Purchaser to reflect such adjusted Purchase Price(“Reset”). The Company has agreed on a limitation on conversion equal to 9.99% of the Company’s outstanding common stock.

 

On March 18 ,2013 for no additional consideration, the Company agreed to amend the terms of $100,000 of outstanding debt to allow conversion at the Holder’s option into 100,000,000 common shares of the Company.

 

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

 

Securities Issuances by Regen Biopharma, Inc.

 

On May 17, 2013 Regen issued 50,000,000 common shares (“Shares”) to Bio Matrix Scientific Group, Inc. for consideration of $20,000.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

 

On September 9, 2013 Regen issued 1,500,000 common shares (“Shares”) to Caven Investments LLC.

  (c) The satisfaction of $70,000 of the outstanding indebtedness owed to Caven Investments LLC by Bio-Matrix Scientific Group Inc

  (d) The cancellation of all of Caven Investments LLC’s outstanding warrants to purchase common shares of Bio-Matrix Scientific Group Inc.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On September 30, 2013 Regen issued 100,000 common shares (“Shares”) to ASC Recap, LLC for consideration of $100,000.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management.  There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A placement fee of $10,000 was paid to Capital Path Securities was paid in connection with this Sale

 

On October 16, 2013 Regen issued 100,000 common shares (“Shares”) to ASC Recap, LLC for consideration of $100,000.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. No underwriters were retained to serve as placement agents for the sale. The shares were sold directly through our management.   There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares. A placement fee of $10,000 was paid to Capital Path Securities was paid in connection with this Sale

 

On November 15, 2013 Regen issued 100,000 common shares (“Shares”) to ASC Recap, LLC for consideration of $100,000.

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

On December 12, 2013 Regen issued 100,000 common shares (“Shares”) to ASC Recap, LLC for consideration of $100,000.

 

The Shares were issued pursuant to Section 4(a) (2) of the Securities Act of 1933, as amended. 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.

 

 

  

Item 6. Selected Financial Data

 

As we are a “smaller reporting company” as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

As of September 30, 2013 we had cash of $116,714 and as of September 30, 2012 we had cash of $75,712.

 

The increase in cash of approximately 54% is primarily attributable to :

 

Net cash borrowings of $256,852 by the Company from its Chief Executive Officer

Net cash borrowings of $10,000 from unaffiliated lenders

The refunding to Regen of $35,000 by Oregon Health and Science University resulting from the termination of that June 5 2013 Agreement by and between Regene. and Oregon Health and Science University

Issuance by Regen of 100,000 of its common shares for consideration of $100,000

 

Offset by expenses incurred in the operation of the Company’s business.

 

As of September 30, 2013 we had Available for Sale Securities of $7,000 and as of September 30, 2012 we had Available for Sale Securities of $22,000. The decrease in Available for Sale Securities of approximately 68% is primarily attributable to remeasurement based on unrealized losses.

 

 

As of September 30, 2013 we had Notes Payable of $219,372 and as of September 30, 2012 we had Notes Payable of $817,020.

 

This decrease of approximately 73% is primarily attributable to:

 

The reclassification of $290,000 of Notes Payable to Convertible Notes Payable resulting from changes in terms and conditions

The settlement of $474,500 of principal amount of Notes Payable through the issuance of common stock

The payment in cash of $1,100 of principal amount of Notes Payable

 

Offset by:

 

Additional borrowings over the year of $267,952.

  

As of September 30, 2013 we had Accrued Payroll of $612,094 and as of September 30, 2012 we had Accrued Payroll of $307,692

 

The increase in Accrued Payroll of approximately 98% is primarily attributable to:

 

The addition over the course of the fiscal year ended September 30, 2013 of $266,500 in salaries accrued but unpaid to David Koos

The addition over the course of the fiscal year ended September 30, 2013 of $85,000 in salaries accrued but unpaid to David Koos

 

Offset by :

 

The issuance of 26,045,795 Common Shares and the immediate vesting of 6,000,000 Common Shares issued as a restricted stock award in satisfaction of $116,452 of compensation accrued but unpaid to the former president of Regen over the two year period ending September 30, 2013.

 

 

As of September 30, 2013 we had Accrued Payroll Taxes of $45,386 and as of September 30, 2012 we had Accrued Payroll Taxes of $27,769

 

The increase in Accrued Payroll Taxes of approximately 63% is primarily attributable to employer tax obligations incurred but not yet paid arising from stock issued to employees as compensation.

 

 

As of September 30, 2013 we had Accrued Interest of $239,829 and as of September 20, 2012 we had Accrued Interest of $210,069.

 

The increase in Accrued Interest of approximately 14% is primarily attributable to the incurring by the Company of interest accrued but unpaid on Notes payable and Convertible Notes Payable

 

As of September 30, 2013 we had Convertible Notes Payable, Net of Discount of $98,701 and as of September 30, 2012 we had Convertible Notes Payable, Net of Discount of $300,509.

 

The decrease in Convertible Notes Payable, Net of Discount of approximately 67% is primarily attributable to:

 

$657, 179 of principal amount of Convertible Notes payable converted into shares of the Company’s Common Stock offset by $455, 371 of discount attributable to Beneficial Conversion Features recognized

 

As of September 30, 2013 we had $34,895 in Amount Due to Affiliate and as of September 30, 2011 we had $39,140 in Amount Due to Affiliate. The decrease of approximately 11% is attributable to:

 

(a) Payment of $5,000 to Entest Biomedical, Inc. (an affiliate of the Company) by the Company during the quarter ended December 31, 2012 offset by

 

(b) Payment of $755 of expenses on behalf of the Company by Entest Biomedical, Inc. during the quarter ended December 31, 2012.

 

Material Changes in Results of Operations:

 

Revenues were $0 for the twelve months ended September 30, 2013 and the same period ended September 30, 2012. Net Losses were $2,004,097 for the year ended September 30, 2013 and $1,752,849 for the same period ended September 30, 2012. The increase in Net Losses was primarily attributable to:

 

(A)Increases in General and Administrative Expenses. primarily attributable to

 

(1)compensation paid to J. Christopher Mizer and Thomas Ichim during the fiscal year ended September 30, 2013
(2)an expense of $640,000 recognized during the fiscal year ended September 30, 2013 resulting from the issuance of 100,000,000 of the Company’s Common shares pursuant to a legal settlement agreement

 

(B)Increases in Interest Expense attributable to Amortization of Discount resulting from reclassification of $390,000 in Notes payable to convertible Notes Payable

Offest by:

 

(A)decreases in Research and Development Expenses, Interest Expenses not attributable to Amortization of Discount, consulting and professional fees and expenses attributable to common shares issued pursuant to contractual obligations.

 

(B)The recognition of $41,688 in losses on early Extinguishment of Debts during the fiscal year ended September 30, 2012

 

(C)Other income recognized during the year ended September 30, 2013 consisting of:
(i)A refund of $35,000 paid to Regen resulting from termination of a license agreement
(ii)Recognition of $25,000 in Other Income attributable to the cancellation for no consideration of Common Shares of the Company originally issued in conversion of $25,000 of Convertible Notes Payable

 

 

As of September 30, 2013 we had $116,714 Cash on Hand and current liabilities of $1,394,849. We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.

 

Management plans to raise additional funds through borrowing and offering securities for cash. During the fiscal year ended September 30, 2013 the Company’s net cash borrowings totaled $266,852. On September 30, 2013 Regen issued 100,000 of its common shares for consideration of $100,000. On October 16, 2013 Regen issued 100,000 of its common shares for consideration of $100,000.On November 15, 2013 Regen issued 100,000 of its common shares for consideration of $100,000. On December 12, 2013 Regen issued 100,000 of its common shares for consideration of $100,000.

 

 

On April 26, 2012 the Company executed an Equity Purchase Agreement (the "Purchase Agreement") and Registration Rights Agreement (the "Rights Agreement") with Southridge Partners II, LP, and a Delaware limited partnership ("Southridge").

 

Under the terms of the Purchase Agreement, Southridge will purchase, at the Company's election, up to $20,000,000 of the Company's registered common stock (the "Shares"). During the term of the Purchase Agreement, the Company may at any time deliver a "put notice" to Southridge thereby requiring Southridge to purchase a certain dollar amount of the Shares. Simultaneous with the delivery of such Shares, Southridge shall deliver payment for the Shares. Subject to certain restrictions, the purchase price for the Shares shall be equal to 91% of the Market Price, as such capitalized term is defined in the Purchase Agreement, on such date on which the Purchase Price is calculated in accordance with the terms and conditions of this Agreement.

 

Market Price, as such term is defined in the Purchase Agreement, means the lowest Closing Price, as such term is defined in the Purchase Agreement, during the Valuation Period, as such term is defined in the Purchase Agreement.

 

Closing Price is defined in the Purchase Agreement as the closing bid price for the Company’s common stock on the principal market over which the Company’s common shares trade on a day on which that principal market is open for business as reported by Bloomberg Finance L.P.

 

Valuation Period , as such term is defined in the Purchase Agreement, means the period of 5 Trading Days immediately following the Clearing Date, as such term is defined in the Purchase Agreement, associated with the applicable Put Notice during which the Purchase Price of the Shares is valued.

 

Clearing Date, as such term is defined in the Purchase Agreement, means the date in which the Estimated Put Shares (as defined in Section 2.2(a) of the Purchase Agreement) have been deposited into Southridge’s brokerage account and Southridge’s broker has confirmed with Southridge that Southridge may execute trades of such Estimated Put Shares.

 

The definition of Estimated Put Shares in Section 2.2(a) of the Purchase Agreement is that number of Shares equal to the dollar amount indicated in the Put Notice divided by the Closing Price on the Trading Day immediately preceding the Put Date, multiplied by 125%. Pursuant to the Purchase Agreement, on a Put Date the Company will be required to the applicable number of Estimated Put Shares to Southridge’s brokerage account. At the end of the Valuation Period the Purchase Price shall be established and the number of Shares shall be determined for a particular Put. If the number of Estimated Put Shares initially delivered to Southridge is greater than the Put Shares purchased by Southridge pursuant to such Put, then immediately after the Valuation Period Southridge shall deliver to Company any excess Estimated Put Shares associated with such Put. If the number of Estimated Put Shares delivered to Investor is less than the Shares purchased by Southridge pursuant to a Put, then immediately after the Valuation Period the Company shall deliver to Southridge the difference between the Estimated Put Shares and the Shares issuable pursuant to such Put.

 

The number of Shares sold to Southridge shall not exceed the number of such shares that, when aggregated with all other shares of common stock of the Company then beneficially owned by Southridge, would result in Southridge owning more than 9.99% of all of the Company's common stock then outstanding. Additionally, Southridge may not execute any short sales of the Company's common stock.

 

The Purchase Agreement shall terminate (i) on the date on which Southridge shall have purchased Shares pursuant to this Agreement for an aggregate Purchase Price of $20,000,000, or (ii) on the date occurring 24 months from the date on which the Agreement was executed and delivered by the Company and Southridge.

 

Under the terms of the Rights Agreement, the Company agreed to file a registration statement with the Securities and Exchange Commission within 90 days of the date on which the Purchase Agreement was executed and delivered by the Company and Southridge.

 

The registration statement shall be filed with respect to not less than the maximum allowable number of Shares issuable pursuant to a put notice to Southridge that has been exercised or may be exercised in accordance with the terms and conditions of the Purchase Agreement permissible under Rule 415, promulgated under the Securities Act of 1933.

 

The Company is obligated to keep such registration statement effective until (i) three months after the last closing of a sale of Shares under the Purchase Agreement, (ii) the date when Southridge may sell all the Shares under Rule 144 without volume limitations, or (iii) the date Southridge no longer owns any of the Shares.

 

The Purchase Agreement requires the Company to reserve and keep available until the consummation of such Closing, free of preemptive rights sufficient shares of common stock for the purpose of enabling the Company to satisfy its obligation to issue the Shares.

 

The Purchase Agreement also required the Company to issue to Southridge shares of a newly designated preferred stock with a stated value of $50,000 convertible at the option of Southridge 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 a conversion notice. The Preferred Stock has no registration rights.

 

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 December 28, 2013 we are not party to any binding agreements which would commit us to any material capital expenditures.

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

As we are a smaller reporting company, as defined by Rule 229.10(f)(1), we are not required to provide the information required by this Item.

 

 

 

 
 

 

 

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. ( A Development Stage Company) as of September 30, 2012 and 2013, and the related statements of income and cash flows for each of the years in the two year period ended September 30, 2013 and the related statements of income , cash flows, and stockholders’ equity ( deficit) since inception on October 6, 1998 through September 30, 2013. 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. ( A Development Stage Company) as of September 30, 2012 and 2013, and the related statements of income, stockholders’ equity (deficit), and cash flows for each of the years in the two year period ended September 30, 2012 and since inception on October 6, 1998 through September 30, 2013, 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 4 to the financial statements, the Company has no revenues, has negative working capital at September 30, 2013, has incurred recent losses and recurring negative cash flow from operating activities which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 4. 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

December 23, 2013

 

 

 

 
 

 

 

 

 

BIOMATRIX SCIENTIFIC GROUP, INC.    
(A Development Stage Company)    
CONSOLIDATED BALANCE SHEET    
       
    As of September 30, 2013 As of September 30, 2012
   
       
  ASSETS    
CURRENT ASSETS    
  Cash  $          116,714  $          75,752
  Prepaid Expenses 15,000 15,000
       Total Current Assets 131,714 90,752
       
PROPERTY & EQUIPMENT (Net of Accumulated Depreciation) 0 0
       
OTHER ASSETS    
  Deposits 4,200 4,200
  Deferred Financing Costs 65,000 65,000
  Investment in Subsidiary    
  Available for Sale Securities 7,000 22,000
  Total Other Assets 76,200 91,200
       
TOTAL ASSETS  $         207,914  $        181,952
       
  LIABILITIES AND STOCKHOLDERS' EQUITY    
       
CURRENT LIABILITIES    
  Accounts Payable 138,572 133,039
  Notes Payable 219,372 817,020
  Accrued Payroll 612,094 307,692
  Accrued Payroll Taxes 45,386 27,769
  Accrued Interest 239,829 210,069
  Accrued Expenses 5,000 5,000
  Convertible Note Payable Net of  Unamortized Discount 98,701 300,509
  Due to Affiliate 34,895 39,140
  Current portion, note payable to affiliated party 1,000 1,000
       Total Current Liabilities 1,394,849 1,841,238
       
  Total Liabilities 1,394,849 1,841,238
       
STOCKHOLDERS' EQUITY (DEFICIT)    
       
  Preferred Stock ($.0001 par value) 20,000,000 shares authorized;    
  20,000,000 shares authorized; 1,963,821 issues and outstanding as of    
      September 30 2012 and 2,063,821  outstanding as of September 30, 2013 207 197
  Series AA Preferred ($0.0001 par value)  100,000 shares autorized    
   94,852 issued and outstanding as of September 30, 2013 and    
  September 30, 2012 9 9
  Series AAA Preferred ($0.0001 par value) 1,000,000 shares authorized    
  40,000 and 0 shares issued and aiutstanding as of September 30, 2013 and September 30, 2012 respectively 4  
  Series B Preferred Shares ($.0001 par value) 2,000,000 shares authorized;    
     725,409 issued and outstanding as of September 30, 2013 and    
    September  30 , 2012 respectively 73 73
  Common Stock ($.0001 par value) 5,000,000,000 shares authorized;    
     2,390,304, 145   and 323,507,887  issued and outstanding as of    
   September 30, 2013 and  September 30 , 2012 respectively 239,029 32,350
  Non Voting Converible Preferred Stock ($1 Par value)   75,000
  200,000 shares authorized; 0 and 75,000 issued and outstanding    
  as of September 30, 2013 and September  30, 2012    
  Additional Paid in capital 14,845,671 12,490,780
  Contributed Capital 509,355 509,355
  Retained Earnings (Deficit) accumulated during the development stage 24,542,314 26,547,311
  Accumulated Other Comprehensive Income (Loss) (41,329,361) (41,314,361)
  Total Stockholders' Equity (Deficit)Biomatrix Scientific Group, Inc. (1,192,699) (1,659,286)
  Noncontrolling Interest in subsidiary 5,765  
  Total Stockholders' Equity (1,186,934)  (1,659,286)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)  $         207,914  $        181,952
       
  The Accompanying Notes are an Integral Part of These Financial Statements    

 

 

 

 

 

   

 

 
 

 

 

   

 

 

BIO MATRIX SCIENTIFIC GROUP,INC        
(A Development Stage Company)        
CONSOLIDATED STATEMENT OF OPERATIONS        
           
           
                                                        
    Year ended Year ended From inception through  
    September 30 2013 September 30, 2012 September 30, 2013  
           
           
REVENUES 0 0 0  
           
COST AND EXPENSES        
  Research and Development 9,509 17,715 1,282,395  
  General and Administrative 1,317,927 564,479 8,216,941  
  Depreciation and Amortization     2,668  
  Consulting and Professional Fees 200,475 213,232 5,224,421  
  Impairment of Goodwill and Intangibles     34,688  
  Total Costs and Expenses 1,527,911 795,426 14,761,113  
           
OPERATING LOSS (1,527,911) (795,426) (14,761,113)  
           
OTHER INCOME & (EXPENSES)        
  Interest Expense (46,492) (55,139) (460,166)  
  Loss on Early Extinguishment of Debt   (41,688) (41,688)  
  Interest Expense attributable to        
     amortization of discount (455,371) (374,338) (829,709)  
  Interest Income     306  
  Securities issued pursuant to contractual        
  obligations (35,223) (66,372) (101,595)  
  Other Income 60,000 25 236,916  
  Gain on de-consolidation of subsidiary     41,645,688  
  Loss on sale of Available for Sale Securities     (487,900)  
  Loss on disposal of Equipment   (20,789) (531,571)  
  Other Expense     (166)  
Total Other Income & (Expense) (477,086) (558,301) 39,430,115  
           
NET INCOME (LOSS) (2,004,997) (1,353,727) 24,669,002  
before loss attributable to noncontrolling interest in Entest        
Biomedical, Inc. and equity in subsidiary losses        
(Net Income) Loss attributable to        
     noncontrolling interest in Entest Biomedical, Inc.     536,961  
NET INCOME (LOSS) before        
  equity in subsidiary losses   (1,353,727) 25,205,963  
Equity in Net Income (Loss)        
  of Entest   (399,082) (663,649)  
           
           
NET INCOME (LOSS)  $      (2,004,997) $(1,752,809)  $         24,542,314  
Less: (Net Income)Loss attributable to noncontrolling        
  interest Regen Biopharma, Inc. 8,833   8,833  
           
NET INCOME (LOSS) available to common shareholders (1,996,164) (1,752,809)  $        24,551,147  
           
           
BASIC  AND FULLY DILUTED  $          (0.001)  $     (0.01)    
   EARNINGS (LOSS) PER SHARE        
Weighted average number of        
   shares outstanding 1,375,962,730 148,749,547    
           
The Accompanying Notes are an Integral Part of These Financial Statements      

 

 

 
 

 

 

 

BIO-MATRIX SCIENTIFIC GROUP, INC.        
  (A Development Stage Company)        
CONSOLIDATED STATEMENT OF CASH FLOWS        
           
           
           
           
           
    Year Ended Year Ended From inception to  
    September 30, 2013 September 30, 2012 September 30, 2013  
         
CASH FLOWS FROM OPERATING ACTIVITIES        
           
Net Income (loss)  $          (2,004,997)  $       (1,752,809)  $         24,542,314  
Adjustments to reconcile net Income to net cash        
  (used in) provided by operating activities:        
  Depreciation expense     2,667  
  Stock issued for compensation to employees 62,400 40,809 1,289,551  
  Stock issued for services rendered by consultants 26,560 140,000 4,249,690  
  Stock issued for prepaid expenses     313,665  
  Stock issued for interest 5,035   143,582  
  Stock issued for expenses 640,000   640,000  
  Gain Recognized on Deconsolidation of subsidary     (42,000,000)  
           
Changes in operating assets and liabilities:        
  (Increase) decrease in prepaid expenses   24,925 (15,000)  
  Increase (Decrease) in Accounts Payable 5,533 2,532 138,573  
  Increase (Decrease) in Accrued Expenses 351,779 (260,180) 932,245  
  Increase (Decrease) in Due to Affiliate (4,245) (20,360) 34,895  
  Equity in Loss of Entest   399,082 663,649  
  (Increase) Decrease in Gain on cancellation of stock (25,000)   (25,000)  
           
           
Net Cash Provided by (Used in) Operating        
  Activities  $           (942,935)  $       (1,426,001)  $        (9,089,169)  
           
CASH FLOWS FROM INVESTING ACTIVITIES        
  ( Increase) Decrease in Other Assets     (4,200)  
  Purchases of fixed assets     (541,536)  
  Disposal of Fixed Assets     7,300  
  Loss on Disposal of Equipment   20,789 531,569  
Net Cash Provided by (Used in) Investing        
  Activities   20,789 (6,867)  
           
CASH FLOWS FROM FINANCING ACTIVITIES        
  Preferred Stock issued for Cash     874,985  
  Common Stock issued for cash 0   621,164  
  Common Stock issued for Accrued Salaries 116,452   540,952  
  Preferred Stock issued for Accrued Salaries 10,000   10,000  
  Common Stock issued pursuant to Contractual        
    Obligations 35,223 66,372 101,595  
  Additional paid in Capital 390,000 439,708 1,352,945  
  Principal borrowings on Convertible Debentures 555,370 392,108 1,261,179  
  Principal borrowings (repayments) on notes and        
    Convertible Debentures (123,148) 647,445 2,809,381  
  Net Borrowings From Related Parties     1,195,196  
  Contributed Capital     509,353  
  Increase (Decrease) in Notes from Affiliated party     1,000  
  (Increase) Decrease in Deferred Financing Costs   (65,000) (65,000)  
Net Cash Provided by (Used in) Financing        
  Activities 983,897 1,480,633 9,212,750  
           
Net Increase (Decrease) in Cash  $             40,962  $          75,421  $           116,714  
           
Cash at Beginning of Period 75,752 331 0  
           
Cash at End of Period  $            116,714  $           75,752  $           116,714  
           
  Supplemental Disclosure of Noncash investing and financing activities:      
  Common Shares Issued for Debt  $           1,132,056  $          405,300 $2,841,289  
  Common Shares Issued for Nonvoting Preferred  $             75,000   $75,000  
           
  The Accompanying Notes are an Integral Part of These Financial Statements      

 

 

 

 

 

 

 
 

 

 

 

BIO-MATRIX SCIENTIFIC GROUP INC. AND SUBSIDIARIES                                
(A Development Stage Company)                                
Condensed Consolidated Statements of Stockholders' Equity                                
From August 2, 2005 through September 30, 2012                                
                                         
    Series AA   Series B   Series AAA           Nonvoting   Additional   Deficit noncontrolling   Accumulated  
    Preferred   Preferred   Preferred   Preferred   Common Convertible   Paid-in Retained Attributable to interest Contributed Other  
    Shares   Shares   Shares Amount Shares Amount Shares Amount Preferred Amount Capital Earnings noncontrolling     Capital Comprehensive Total
      Amount Shares Amount Shares           Shares       interest     Income(Loss)  
                                         
                                         
Shares issued to parent                 25,000 35,921     0           35,921
Net Loss August 2, 2005                                     0
  through September 30, 2005                           (1,000)         (1,000)
Balance September 30, 2005                 25,000 35,921     0 (1,000)         34,921
                                         
Net Loss October 1, 2005                                     0
  through December 31, 2005                           (366,945)         (366,945)
Balance December 31, 2005                 25,000 35,921     0 (367,945)         (332,024)
                                         
Recapitalization                 9,975,000 (34,921)     34,921           0
Stock issued Tasco merger                 2,780,000 278     (278)           0
Stock issued for services                 305,000 31     759,719           759,750
Stock issued for Compensation                 300,000 30     584,970           585,000
Net Loss January 1, 2006                                      
  through September 30, 2006                           (2,053,249)         (2,053,249)
Balance September 30, 2006                 13,385,000 1,339     1,379,332 (2,421,194)         (1,040,523)
                                         
Stock issued for services                 100,184 10     112,524           112,534
Stock issued for Compensation                 153,700 15     101,465           101,480
Stock issued in exchange for canceling debt                 2,854,505 284     1,446,120           1,446,404
Net Loss October 1, 2006                                      
  through December 31, 2006                           (466,179)         (466,179)
Balance December 31, 2006                 16,493,389 1,649     3,039,441 (2,887,373)         153,717
                                         
Stock issued for cash                 500,000 50     124,950           125,000
Stock issued for services                 359,310 36     235,042           235,078
Stock issued for Compensation                 143,920 14     88,400           88,414
Stock issued in exchange for canceling debt                 500,000 50     124,950           125,000
Net Loss January 1, 2007                                      
  through March 31, 2007                           (515,624)         (515,624)
Balance March 31, 2007                 17,996,619 1,800     3,612,783 (3,402,997)         211,585
                                         
Stock issued for cash                 240,666 24     60,142           60,166
Stock issued for services                 406,129 41     222,889           222,930
Stock issued for Compensation                 150,000 15     110,435           110,450
Stock issued in exchange for canceling debt                 1,316,765 132     329,059           329,191
Net Loss April 1, 2007                                      
  through June 30, 2007                           (718,955)         (718,955)
Balance June 30, 2007                 20,110,179 2,011     4,335,308 (4,121,952)         215,367
                                         
Stock issued for cash                 1,200,000 120     299,880           300,000
Stock issued for services                 1,253,000 125     404,125           404,250
Stock issued for Compensation                 100,000 10     24,990           25,000
Stock issued in exchange for canceling debt                 566,217 57     143,940           143,997
Net Loss July 1, 2007                                      
  through September 30, 2007                           (751,989)         (751,989)
Balance September 30, 2007                 23,229,396 2,323     5,208,244 (4,873,941)         336,626
Stock issued for Cash                                      
Stock issued for services                 191,427 19     62,108           62,127
Net Loss October 1, 2007                                      
  through December 31, 2007                           (405,812)         (405,812)
Balance December 31, 2007                 23,420,823 2,342     5,270,352 (5,279,753)         (7,059)
Stock issued for cash             575,000 57         114,942           114,999
Stock issued for services             340,000 35 146,705 15     106,651           106,701
Net Loss January 1 2008                                      
through March 31, 2008                           (417,325)         (417,325)
Balance March 31, 2008             915,000 92 23,567,528 2,357     5,491,945 (5,697,078)         (202,684)
Stock issued for cash             2,154,850 215         672,172           672,387
Stock issued for services             1,421,725 142 232,000 23     613,439           613,604
Stock issued for accrued interest                 31,245 3     17,293           17,296
Stock issued as dividend             1,075,087 108         (108)           0
Net Loss April 1,2008                                      
to June 30, 2008                           (1,063,446)         (1,063,446)
Balance June 30, 2008             5,566,662 557 23,830,773 2,383     6,794,741 (6,760,524)         37,158
Series AA Stock issued to Officer July 3, 2008 4,852                                    
Stock issued for services July 8, 2008                 905,000 91     769,159           769,250
Stock issued for Cash July 2, 2008             11,667 1         3,499           3,500
Stock issued for Cash July 25, 2008 (Warrant Exercise)             90,000 9         17,991           18,000
Stock issued for  interest between July 30, 2008 and August 30, 2008                   85,087 9     21,263           21,272
Stock issued for services September 3, 2008                 50,000 5     24,995           25,000
Stock issued due to rounding             218   9                    
Net Loss July 1, 2008 to September 30, 2008                           (1,195,491)         (1,195,491)
                                         
                                         
Accumulated other Comprehensive Income as of September 30, 2008                                   50,000 50,000
Balance September 30, 2008 4,852           5,668,547 567 24,870,869 2,488     7,631,648 (7,956,015)       50,000 (271,311)
Stock Retired in connection with Exchange for Common Shares December 2, 2008             (1,099,000) (109)                     (109)
Stock issued in connection with Exchange for Preferred Shares December 2, 2008                 1,099,000 109                 109
Stock Issued for Accrued Interest on December 3, 2008                 133,124 13     33,268           33,281
Stock issued for Cash December 31, 2008             66,670 7         6,660           6,667
Stock issued for services December 31, 2008             33,330 3         3,330           3,333
Stock issued for Cash December 31, 2008             75,000 8         11,242           11,250
Contributed capital                                 499,000   499,000
Net Loss October 1, 2008 to December 31, 2008                           (388,722)         (388,722)
Accumulated other Comprehensive Income as of December 31, 2008                                   (540,000) (540,000)
Balance December 31, 2008 4,852           4,744,547 476 26,102,993 2,610     7,686,148 (8,344,737)     499,000 (490,000) (646,502)
Stock issued for Services January 7,2009             50,000 5         7,495           7,500
Stock issued for Services January 7, 2009                 1,400,000 140     209,860           210,000
Stock issued for Cash January  7,2009             67,000 7         6,693           6,700
Stock issued for Cash January  14,2009                 1,300,000 130     104,868           104,998
Stock issued for Cash January 14,2009             25,000 2                      
Stock issued for Cash january 15,2009                 35,000 4     6,996           7,000
Stock issued for Services January 15, 2009                 100,000 10     19,990           20,000
                                         
Stock issued for Services January 21, 2009                 37,925 4     11,373           11,377
Stock issued for Cash January 21, 2009                 35,000 4     6,996           7,000
Stock Retired in connection with Exchange for Common Shares January 27,2009             (27,450) (3)                     (3)
Stock issued in connection with Exchange for Preferred Shares January 27,2009                 27,450 3                 3
Stock issued for Cash january 28, 2009                 10,000 1     1,999           2,000
Stock issued for cash February 3, 2009             63,000 6         6,294           6,300
Stock issued for Services January 24,2009                 200,000 20     35,980           36,000
Stock issued for cash February 13, 2009             200,000 20         29,980           30,000
Stock issued for cash February 25, 2009             66,667 7         5,993           6,000
Stock Issued for Debt March 3, 2009                 1,000,000 100     99,900           100,000
Stock Retired in connection with Exchange for Common Shares March 10 ,2009             (214,286) (21)                     (21)
Stock issued in connection with Exchange for Preferred Shares march 10, 2009                 214,286 21                 21
Stock Retired in connection with Exchange for Common Shares March 13 ,2009             (250,000) (25)                     (25)
Stock issued in connection with Exchange for Preferred Shares march 13, 2009                 250,000 25                 25
Stock issued for Cash March 13, 2009                 200,000 20     14,980           15,000
Stock issued for services March 31, 2009                 250,000 25     24,975           25,000
Accumulated Other Comprehensive Income as of March 31, 2009                                   490,000 490,000
Net Loss January 1, 2009 to march 31, 2009                           (1,210,188)         (1,210,188)
Balance March 31, 2009 4,852           4,724,478 474 31,162,654 3,117     8,280,520 (9,554,925)     499,000 0 (771,815)
                                        (80)
Stock Retired in Connection with Exchange for Common Shares April 21, 2009             (800,000) (80)                      
Stock issued in Exchange for Preferred Shares April 21, 2009                 800,000 80                 80
Stock issued for Services April 21, 2009                 325,000 32     42,219           42,251
Stock issued for interest April 24,2009                 53,496 5     6,192           6,197
Stock issued to satisfy amounts due as a result of Notes Payable                 2,869,827 286     127,497           127,783
Stock Retired in Connection with Exchange for Common Shares May 15, 2009             (780,000) (78)                      
Stock issued in Exchange for Preferred Shares May 15,2009                 780,000 78                 78
Stock issued as dividend May 15, 2009     725,409 73                 (73)           (73)
Stock Retired in Connection with Exchange for Common Shares June 8, 2009             (94,000) (9)                      
Stock issued in Exchange for Preferred Shares June 8, 2009                 94,000 9                 9
Stock issued for Services June 22, 2009                 200,000 20     13,980           14,000
Stock issued in satisfaction of accrued salary                 4,000,000 400     119,600           120,000
Net Loss April 1, 2009 to June 30, 2009                           (391,372)         (391,372)
Balance June 30, 2009 4,852   725,409 73     3,050,478 307 40,284,977 4,027     8,589,935 (9,946,297)     499,000 0 (852,955)
                                         
Stock issued for interest July 20, 2009                 68,398 7     12,311           12,318
Stock Retired in Connection with Exchange for Common Shares July 29, 2009             (75,000) (7)                     (7)
Common Shares issued by subsidiary August 3, 2009                           100,000           100,000
Stock issued in Exchange for Preferred Shares July 29, 2009                 75,000 7                 7
Stock issued to prepay expenses August 20,2009                 2,500,000 250     299,750           300,000
Stock issued for services August 20,2009                 700,000 70     83,930           84,000
Stock issued by Subsidiary for Services August 31, 2009                         200,000           200,000
Stock issued for services September 8,2009                 100,000 10     9,050           9,060
Stock issued by Subsidiary September 10, 2009                         45,000           45,000
Restricted Stock Award compensation                                                                                       
expense  (Stock of Subsidiary) for the year ended September 30, 2009                         24,725           24,725
Net Loss July 1, 2009 to September 30, 2009                           (497,683)         (497,683)
Loss attributable to non controlling interest in subsidiary                             (93,995)       (93,995)
Balance September 30, 2009 4,852   725,409 73     2,975,478 300 43,728,375 4,371     9,364,701 (10,443,980) (93,995)   499,000 0 (575,535)
                                         
Shares issued for services October 19, 2009                 50,000 5     4,995           5,000
Stock issued for debt November 16 2009                   3,273,333 328     97,873           98,201
Stock issued as contingent payment for services previously rendered December 31 2009                    40,000 5                 5
Stock issued by Subsidiary for cash                         5,000           5,000
Restricted Stock Award compensation                         98,916           98,916
expense (Stock of Subsidiary) for 3 months ended November 30, 2009                                      
Common Stock of subsidiary issued as compensation                         4,557           4,557
Net Loss October 1, 2009 to December 31 2009                           (395,848)         (395,848)
Loss attributable to non controlling interest in subsidiary                             (52,754)       (52,754)
Balance December 31, 2009 4,852   725,409 73     2,975,478 300 47,091,708 4,709     9,576,042 (10,839,828) (146,749)   499,000 0 (759,704)
Shares issued for interest January 19, 2010                 229,607 23     30,273           30,296
Shares issued for Convertible Debenture                 1,433,333 143     99,857           100,000
Stock retired in connection with exchange for Common Shares February 5, 2010             (109,735) (13)                     (13)
Common Stock issued for Preferred Shares February 5 2010                 109,735 10                 10
Shares issued for Convertible Debenture February 10,2010                 3,000,000 300     29,700           30,000
Shares issued for rental expenses March 31, 2010                 2,511,546 251     288,577           288,828
Shares issued for debt March 31, 2010                 6,777,920 678     233,776           234,454
Shares issued for debt March 31, 2010                 3,593,268 360     251,169           251,529
Shares issued for accrued salary March 31, 2010                 4,454,994 445     304,055           304,500
Restricted Stock Award compensation                                      
expense (Stock of Subsidiary) for 3 months ended February 28,2010                         76,359           76,359
Shares issued for services March 19 2010                 300,000 30     41,950           41,980
Net Loss January 1,2010 to March 31, 2010                           (389,680)         (389,680)
Loss attributable to non controlling interest in subsidiary                             (41,293)       (41,293)
Balance March 31, 2010 4,852   725,409 73     2,865,743 287 69,502,111 6,949     10,931,758 (11,229,508) (188,042)   499,000 0 208,559
Stock retired in connection with exchange for Common Shares             (901,922) (90)                     (90)
Stock issued for Preferred shares                 901,922 91                 91
Net Loss June 30, 2010                           (327,226)         (327,226)
Loss attributable to non controlling interest in subsidiary                             (47,687)       (47,687)
Balance June 30, 2010 4,852   725,409 73     1,963,821 197 70,404,033 7,040     10,931,758 (11,556,734) (235,729)   499,000 0 (118,666)
Increase in Contributed Capital                                 10,355   10,355
Net Loss July1 to September 30,2010                           (432,832)         (432,832)
Loss attributable to non controlling interest in subsidiary                             (71,387)       (71,387)
Balance September 30, 2010 4,852   725,409