Rivulet Media, Inc. - Quarter Report: 2011 March (Form 10-Q)

biom_10q.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report under Section 13 or 15 (d) of

Securities Exchange Act of 1934

For Period ended March 31, 2011

Commission File Number 0-32201

BIO-MATRIX SCIENTIFIC GROUP, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	33-0824714
(State of Incorporation)	(I.R.S. Employer Identification No.)

4700 Spring Street, Suite 203, La Mesa, California	91942
(Address of Principal Executive Offices)	(Zip Code)

(619) 398-3517

(Registrant's telephone number, including area code)

Check whether the registrant (1) has filed all reports required to be filed by

Section 13 or 15 (d) of the Securities 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 o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

[ ] Large accelerated filer	[ ] Accelerated filer

[ ] Non-accelerated filer	[X] Smaller reporting company

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934) (check one): Yes o No x

There were 72,189,747 shares of Common Stock outstanding as of June 17, 2011.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

BIO-MATRIX SCIENTIFIC GROUP, INC.

A Development Stage Company

CONSOLIDATED BALANCE SHEET

	March 31, 2011			September 30, 2010
	(unaudited)
ASSETS

Cash	$	433		$	306
Prepaid Expenses		39,925			40,425
Employee Receivable		0			1,396
Cash in Escrow		0

Total Current Assets		40,358			42,127
PROPERTY & EQUIPMENT (Net of Accumulated Depreciation)		538,869			538,869
Other Assets		4,200			26,566
Investment in Entest		41,898,162
Total Assets	$	42,481,589		$	607,562

LIABILITIES AND STOCKHOLDERS' EQUITY

Accounts Payable		130,507			251,528
Notes Payable		112,869			247,669
Accrued Payroll		477,000			444,500
Accrued Payroll Taxes		23,780			27,298
Accrued Interest		129,579			145,426
Accrued Expenses		5,000			5,000
Convertible Note Payable		313,701			333,400
Due to Shareholder		0
Due to Affiliate		73,500
Current portion, note payable to affiliated party		1,000			1,000
Total Current Liabilities		1,266,936			1,455,821

Total Liabilities		1,266,936			1,455,821

Preferred Stock ($.0001 par value) 20,000,000 shares authorized; 1,963,821 issued and outstanding as of March 31, 2011 and September 30, 2010 respectively		197			197
Series B Preferred Shares ($.0001 par value) 2,000,000 shares authorized; 725,409 issued and outstanding as of March 31, 2011 and September 30, 2010		73			73
Common Stock ($.0001 par value 80,000,000 shares authorized; 72,189,747 and 70,404,033 shares issued and outstanding as of March 31, 2011 and September 30 , 2010 respectively		7,218			7,040
Additional Paid in Capital		11,498,731			10,931,758
Contributed Capital		509,355			509,355
Retained Earnings (Deficit) accumulated during the development stage		29,837,878			(11,989,566	)
Equity in Earnings (Losses) of Entest BioMedical, Inc.		(101,838	)
Deficit attributable to noncontrolling interest in subsidiary		(536,961	)		(307,116	)

Total Stockholders' Equity (Deficit)		41,214,653			(848,259	)

Total Liabilities and Shareholders' Equity (Deficit)	$	42,481,589		$	607,562

The accompanying Notes are an integral part of these Financial Statements

BIO-MATRIX SCIENTIFIC GROUP, INC.

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

	Quarter Ended			Quarter Ended			Six Months Ended			Six Months Ended			From Inception (August 2,2005)
	March 31, 2011			March 31, 2010			March 31, 2011			March 31, 2010			to March 31, 2011

REVENUES	$	-		$	-		$	-		$	-		$	-

COST AND EXPENSES
Research and Development					128,254			51,286			172,749			1,255,171
General and Administrative		100,697			348,337			385,392			593,271			5,940,445
Depreciation and Amortization														2,668
Consulting and Professional Fees		5,290			27,656			32,236			55,385			4,779,258
Impairment of Goodwill and Intangibles														34,688

Total Costs and Expenses		105,987			404,247			468,914			821,405			12,012,230

OPERATING LOSS		(105,987	)		(404,247	)		(464,914	)		(821,405	)		(12,012,230	)

OTHER INCOME & (EXPENSES)

Interest Expense		(14,019	)		(26,726	)		(34,212	)		(58,170	)		(329,918	)
Interest Income														306
Other Income		146,791						146,791						176,891
Gain on deconsolidation of Entest BioMedical		42,182,649						42,182,649						42,182,649
Loss on sale of Available for Sale Securities														(487,900	)
Other Expense														(166	)
Other Losses attributable to Entest BioMedical, Inc.		(228,715	)					(228,715	)					(228,715	)

Total Other Income & (Expense)		42,086,706			(26,726	)		42,066,513			(58,170	)		41,313,147

NET INCOME (LOSS)		41,980,719			(430,973	)		41,597,599			(879,575	)		29,300,917

(NET INCOME) LOSS attributable to
noncontrolling interest		112,525			41,293			229,845			94,047			536,961

NET INCOME (LOSS)		42,093,244						41,827,444						29,837,878
Equity in NET INCOME (LOSS) of Entest BioMedical		(101,838	)					(101,838	)					(101,838	)

NET INCOME (LOSS) available to Common Shareholders		41,991,406			(389,680	)		41,725,606			(785,528	)		29,736,040

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE		0.589			(0.0077	)		0.58921			(0.0164	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		71,237,366			47,811,201			70,816,121			47,811,201

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

(unaudited)

	For the Six Months Ended			For The Six Months Ended			From Inception (August 2,2005)
	March 31. 2011			March 31, 2010			to March 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)	$	41,725,606		$	(785,528	)	$	29,736,040
Adjustments to reconcile net Income to net cash
(used in) provided by operating activities:
Depreciation expense								2,667
Stock issued for compensation to employees		71,440			179,835			1,186,342
Stock issued for services rendered by consultants		62,400			47,000			4,083,134
Stock issued for prepaid expenses					13,665			313,665
Stock issued for interest		6,821			30,269			138,547
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses		500			54,156			(39,925	)
Increase (Decrease) in Accounts Payable		(121,021	)		(101,574	)		130,508
Increase (Decrease) in Accrued Expenses		13,135			(133,705	)		665,300
Increase (Decrease) in Other Comprehensive Income								(50,000	)
(Increase) Decrease in Employee Receivable		1,396						0
Increase (Decrease) in Due to Affiliate		73,500						73,500
Non cash increase in Investment in Entest		(42,000,000	)					(42,000,000	)
Loss attributable to Non Controlling interest in subsidiary		(229,845	)		(94,047	)		(536,961	)
Equity in Loss of Entest		101,838						101,838

Net Cash Provided by (Used in) Operating Activities		(294,230	)		(789,929	)		(6,195,345	)

CASH FLOWS FROM INVESTING ACTIVITIES
( Increase) Decrease in Other Assets		22,366			(1,059	)		(4,200	)
Purchases of fixed assets								(541,536	)
Purchase of Other Assets
Preferred Stock retired
Preferred Stock sold for cash
(Additions) Decreases to Securities Available for Sale

Net Cash Provided by (Used in) Investing Activities		22,366			(1,059	)		(545,736	)

CASH FLOWS FROM FINANCING ACTIVITIES
Preferred Stock issued for cash								339
Common stock issued for cash								1,630
Common Stock issued for Debt		89,992			939,345			1,296,053
Common Stock issued for Accrued Salaries					304,500			424,500
Common Stock issued for expenses
Common stock issued in merger
Additional paid in Capital		336,498			5,000			2,017,417
Principal borrowings on Convertible Debentures		(19,699	)		(170,000	)		313,701
Principal borrowings (repayments) on notes and
Convertible Debentures		(134,800	)		(354,836	)		932,325
(Increase) Decrease in Securities available for Sale
Contributed Capital								509,353
Net Borrowings From Related Parties								1,195,196
Increase (Decrease) in Notes from Affiliated party								1,000

Net Cash Provided by (Used in) Financing Activities		271,991			774,009			6,741,514

Net Increase (Decrease) in Cash		127			(17,000	)		433

Cash at Beginning of Period		306			17,750			0
Cash at End of Period	$	433		$	750		$	433

The accompanying Notes are an integral part of these Financial Statements

BIO-MATRIX SCIENTIFIC GROUP, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to condensed consolidated Financial Statements

As of March 31, 2011

NOTE 1. BASIS OF PRESENTATION

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed consolidated interim financial statements be read in conjunction with the financial statements of the Company for the period ended September 30, 2010 and notes thereto included in the Company's 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

NOTE 2. GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Exclusive of a gain recognized by the Company as a result of the deconsolidation of Entest BioMedical, Inc. (“Entest”) on February 4, 2011 of $42,182,649 the Company generated net losses of $12,881,732 (including $536,961 in net losses attributable to non-controlling interest in Entest BioMedical, Inc.) during the period from August 2, 2005 (inception) through March 31, 2011. This condition raises substantial doubt about the Company's ability to continue as a going concern. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company's continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management plans to raise additional funds by offering securities for cash. Management has yet to decide what type of offering the Company will use or how much capital the Company will raise. There is no guarantee that the Company will be able to raise any capital through any type of offerings.

NOTE 3. INCOME TAXES

As of March 31, 2011

Deferred tax assets:
Net operating tax carry forwards	$	4,179,953
Other		-0-
Gross deferred tax assets		4,179,953
Valuation allowance		(4,179,953)

Net deferred tax assets	$	-0-

As of March 31 , 2011 the Company has a Deferred Tax Asset of $4,179,953 completely attributable to net operating loss carry forwards of approximately $12,293,982 ( which expire 20 years from the date the loss was incurred) consisting of

(a) $38,616, of Net Operating Loss Carry forwards acquired in the reverse acquisition of BMSG and

(b) $12,255,366 attributable to the Company, Bio-Matrix Scientific Group, Inc (BMSG), a wholly owned Nevada corporation which shares the name of the Company and pre deconsolidation results of Entest BioMedical, Inc. a Nevada corporation which is approximately 49% owned by the Company as of March 31, 2011.

Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry forwards are expected to be available to reduce taxable income. The achievement of required future taxable income is uncertain. In addition, the reverse acquisition of BMSG has resulted in a change of control. Internal Revenue Code Sec 382 limits the amount of income that may be offset by net operating loss (NOL) carryovers after an ownership change. As a result, the Company has the Company recorded a valuation allowance reducing all deferred tax assets to 0.

NOTE 4. RELATED PARTY TRANSACTION

Between January 1, 2011 and March 31, 2011 David Koos, the Company’s CEO, made loans to the Company totaling S10,104 dollars. The total amount owed by the Company to Mr. Koos as of March 31, 2011 is $28,964. The Company is also indebted as of March 31, 2011 to Bombardier Pacific Ventures, a company controlled by Mr. Koos, in the amount of $49,963. These loans and any accrued interest are due and payable at the demand of Mr. Koos and bear simple interest at the rate of 15% per annum.

NOTE 5. STOCK TRANSACTIONS

Transactions, other than employees' stock issuance, are in accordance with paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair value of the consideration received. Transactions with employees' stock issuance are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, or whichever is more readily determinable.

On February 17, 2011 the Company issued 1,785,714 common shares in satisfaction of $50,000 face value of convertible debentures

NOTE 6. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes of capital stock as of March 31, 2011:

* Preferred stock, $ 0.0001 par value; 20,000,000 shares authorized:

1,963,821 Preferred shares issued and outstanding.

4,852 Series AA Preferred Shares issued and outstanding.

725,409 Series B Preferred Shares issued and outstanding.

* Common stock, $ 0.0001 par value; 80,000,000 shares authorized: 72,189,747 shares issued and outstanding.

NOTE 7. CONVERTIBLE DEBENTURES

On November 14, 2007 the Company sold a $50,000 face value convertible debenture (“Convertible Debenture”) for an aggregate purchase price of $50,000 to one purchaser.

Interest on the Convertible Debenture shall accrue at a rate of 12% per annum based on a 365 day year. The Company shall pay simple interest to the holder on the aggregate unconverted and then outstanding principal amount of this Convertible Debenture at the rate of 12% per annum, payable on the maturity Date, which is November 14, 2009.

At any time subsequent to the expiration of a six month period since either of:

(i) that Registration Statement, as amended, filed with the SEC on Form SB-2 relating to the sale of an aggregate of 17,195,263 shares of the common stock of the Company by certain selling shareholders (the “Selling Shareholders Registration Statement”) has been declared effective by the SEC or

(ii) the Selling Shareholder Registration Statement has been withdrawn by the Company, the holder may convert the Convertible Debenture, in whole but not in part, into the Company’s common shares at the conversion rate of $0.15 per Share.

Subsequent to any conversion, the holder shall have the right, upon written demand to Company (“Registration Demand”), to cause Company, within ninety days of the Registration Demand, to prepare and file with the United States securities and Exchange Commission (“SEC”) a Registration Statement in order that the Conversion Shares may be registered under the Securities Act of 1933, as amended, and use its reasonable best efforts to cause that Registration Statement to be declared effective by the SEC. There is no penalty to the Company in the event the registration Statement is not declared effective by the SEC.

On November 30, 2007, the Company sold $75,000 face value convertible debenture (“Convertible Debenture”) for an aggregate purchase price of $75,000 to one purchaser.

At any time subsequent to the expiration of a six month period since either of:

(i) that Registration Statement, as amended, filed with the SEC on Form SB-2 relating to the sale of an aggregate of 17,195,263 shares of the Company’s common stock by certain selling shareholders (the “Selling Shareholders Registration Statement”) has been declared effective by the SEC or

(ii) the Selling Shareholder Registration Statement has been withdrawn by the Company.

The holder may convert the Convertible Debenture, in whole but not in part, into the Company’s common shares at the conversion rate of $0.15 per Share (“Conversion Shares”).

Subsequent to any conversion, the holder shall have the right, upon written demand to the Company (“Registration Demand”), to cause the Company, within ninety days of the Registration Demand, to prepare and file with the United States securities and Exchange Commission (“SEC”) a Registration Statement in order that the Conversion Shares may be registered under the Securities Act of 1933, as amended, and use its reasonable best efforts to cause that Registration Statement to be declared effective by the SEC. There is no penalty to the Company in the event the registration Statement is not declared effective by the SEC.

On January 8, 2008, the Company sold $18,400 face value convertible debenture (“Convertible Debenture”) for an aggregate purchase price of $18,400 to one purchaser. Interest on the Convertible Debenture shall accrue at a rate of 12% per annum based on a 365 day year. The Company shall pay simple interest to the holder on the aggregate unconverted and then outstanding principal amount of this Convertible Debenture at the rate of 12% per annum, payable on the maturity Date, which is December 28, 2009.

At any time subsequent to the expiration of a six month period since either of:

(i) that Registration Statement, as amended, filed with the SEC on Form SB-2 relating to the sale of an aggregate of 17,195,263 shares of our common stock by certain selling shareholders (the “Selling Shareholders Registration Statement”) has been declared effective by the SEC or

(ii) the Selling Shareholder Registration Statement has been withdrawn by the Company.

The holder may convert the Convertible Debenture, in whole but not in part, into our common shares at the conversion rate of $0.15 per Share (“Conversion Shares”).

On January 18, 2008, the Company sold $200,000 face value convertible debenture (“Convertible Debenture”) for an aggregate purchase price of $200,000 to one purchaser. Interest on the Convertible Debenture shall accrue at a rate of 14% per annum based on a 365 day year. The Company shall pay simple interest to the holder on the aggregate unconverted and then outstanding principal amount of this Convertible Debenture at the rate of 14% per annum, payable on the maturity Date, which is January 12, 2010.

At any time subsequent to the expiration of a six month period since either of:

(ii) the Selling Shareholder Registration Statement has been withdrawn by the Company.

The holder may convert the Convertible Debenture, in whole but not in part, into our common shares at the conversion rate of $0.25 per Share (“Conversion Shares”).

On January18, 2008, the Company sold $100,000 face value convertible debenture (“Convertible Debenture”) for an aggregate purchase price of $100,000 to one purchaser. Interest on the Convertible Debenture shall accrue at a rate of 14% per annum based on a 365 day year. The Company shall pay simple interest to the holder on the aggregate unconverted and then outstanding principal amount of this Convertible Debenture at the rate of 14% per annum, payable on the maturity Date, which is January 12, 2010.

At any time subsequent to the expiration of a six month period since either of:

(ii) the Selling Shareholder Registration Statement has been withdrawn by the Company.

The holder may convert the Convertible Debenture, in whole but not in part, into our common shares at the conversion price of $0.25 per Share (“Conversion Shares”).

The Company shall agree to the granting of a Lien to the Holder against collateral which the Company owns or intends to purchase, namely:

Flow Cytometer (4 Color) (BD Facscanto)

Laboratory computer system/also for enrollments/storage tracking

Hematology Analyzer (celldyne 1800)(ABBOTT)

Laminar Flow Hood 4 ft ( Clean hood) (2)

Bench top centrifuges (2) refrigerated

Small equipment (lab set-up)

Microscope

Tube heat sealers (2 ea)

Barcode printer and labeling device

On February 15, 2008, the Company sold $50,000 face value convertible debenture (“Convertible Debenture”) for an aggregate purchase price of $50,000 to one purchaser. Interest on the Convertible Debenture shall accrue at a rate of 12% per annum based on a 365 day year. The Company shall pay simple interest to the holder on the aggregate unconverted and then outstanding principal amount of this Convertible Debenture at the rate of 12% per annum, payable on the maturity Date, which is February 15, 2010.

At any time subsequent to the expiration of a six month period since either of:

(ii) The Selling Shareholder Registration Statement has been withdrawn by the Company.

The holder may convert the Convertible Debenture, in whole but not in part, into our common shares at the conversion price of $0.10 per Share (“Conversion Shares”).

On March 3, 2008 the Selling Shareholder’s Registration Statement was withdrawn by the Company.

On March 3, 2008, the Company sold $10,000 face value convertible debenture (“Convertible Debenture”) for an aggregate purchase price of $10,000 to one purchaser. Interest on the Convertible Debenture shall accrue at a rate of 12% per annum based on a 365 day year. The Company shall pay simple interest to the holder on the aggregate unconverted and then outstanding principal amount of this Convertible Debenture at the rate of 12% per annum, payable on the maturity Date, which is March 3, 2010.

At any time subsequent to the expiration of a six month period from March 3, 2008, the holder may convert the Convertible Debenture, in whole but not in part, into our common shares at the conversion rate of $0.15 per Share (“Conversion Shares”).

On February 2, 2010 the Company issued 1,433,333 common shares in full satisfaction of a $100,000 face value of convertible debentures bearing interest at 14% per annum.

On February 10, 2010 the Company issued 3,000,000 shares of common stock in satisfaction of $30,000 owed by the Company to holders of the Company’s convertible debentures bearing interest at 12% per annum.

On March 31, 2010 the Company issued 4,000,000 shares of common stock in satisfaction of $40,000 owed by the Company to holders of the Company’s convertible debentures bearing interest at 12% per annum.

On February 17, 2011 the Company issued 1,785,714 common shares in satisfaction of $50,000 face value of convertible debentures

NOTE 8. COMMITMENTS AND CONTINGENCIES

On August 3, 2005, BMSG entered into an agreement to lease a 14,562 square foot facility for use as a cellular storage facility at a rate of $18,931 per month. The lease is for a period of five years commencing on December 1, 2005 and expiring on November 30, 2010. The lease contains a renewal option enabling the Company to renew the lease for an additional five years. There are no contingent payments which the Company is required to make. As of November 30, 2010, the Company elected not to renew the lease and is currently utilizing 3,000 square feet of office space in La Mesa California at a rate of $4,176 per month.

On August 16, 2010 a Complaint (“Complaint”) was filed in the Superior Court of the State of California, County of San Diego Central Division against the Company, the Company’s Chairman, Freedom Environmental Services, Inc. and the BMXP Holdings Inc. Shareholder’s Business Trust, a Nevada Business Trust (collectively “Defendants”) by Princeton Research, Inc. and Jan Vandersande (collectively “Plaintiffs”) seeking to recover general damages in excess of $25,000, punitive damages in excess of $25,000 and attorney’s fees. The Complaint alleges breach of fiduciary duty of loyalty, fraud and deceit in connection with the late distribution of shares of the Company to beneficiaries of the BMXP Holdings Inc. Shareholder’s Business Trust. The Company is currently in the process of negotiating a potential settlement with the Plaintiffs. At this time, it is not possible to predict the ultimate outcome of these matters,

On February 3, 2011, a Complaint (“Complaint”) was filed in the U.S. District Court Middle District of the State of Pennsylvania against the Company, the Company’s Chairman and Entest. by 18KT.TV LLC (“Plaintiffs”). The Complaint is seeking damages from the Company and Entest in excess of $125,000 and alleges breach of contract, unjust enrichment and breach of implied in fact contract by the Company and Entest in connection with agreements entered into with the plaintiffs by both the Company and Entest.

NOTE 9. DECONSOLIDATION OF ENTEST BIOMEDICAL, INC.

Effective February 4, 2011 the Company’s ownership of Entest BioMedical, Inc. fell to approximately 49%. and commencing February 4, 2011 the Company’s financial statements reflect the Company’s ownership of Entest under the equity method of accounting. A gain of $42,182,649 was recognized in accordance with ASC 810-10-40-5. Fair value of the Company’s investment in Entest BioMedical, Inc. resulting from deconsolidation was calculated utilizing Level 1 inputs in accordance with ASC 820.

NOTE 10. SUBSEQUENT EVENTS

On April 2011, the Company sold equipment resulting in a loss on sale of equipment of approximately $531,569.

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CERTAIN FORWARD-LOOKING INFORMATION

Information provided in this Quarterly report on Form 10Q may contain forward-looking statements within the meaning of Section 21E or Securities Exchange Act of 1934 that are not historical facts and information. These statements represent the Company's expectations or beliefs, including, but not limited to, statements concerning future and operating results, statements concern industry performance, the Company's operations, economic performance, financial conditions, margins and growth in sales of the Company's products, capital expenditures, financing needs, as well assumptions related to the forgoing. For this purpose, any statements contained in this Quarterly Report that are not statement of historical fact may be deemed to be forward-looking statements. These forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or views expressed herein. The Company's financial performance and the forward-looking statements contained herein are further qualified by other risks including those set forth from time to time in the documents filed by the Company with the Securities and Exchange Commission, including the Company's most recent Form 10Kfor the year ended September 30, 2010. All references to” We”, “Us”, “Company” or the “Company” refer to Bio-Matrix Scientific Group, Inc.

Material Changes in Financial Condition:

As of March 31, 2011 we had cash on hand of $433 and as of September 30, 2010 we had cash on hand of $306..

The increase in cash on hand of approximately 41% is primarily attributable to borrowings.

As of March 31, 2011 we had Employee Receivable of $0 and as of September 30, 2010 we had Employee Receivable of $1, 396.

The decrease in Employee Receivable of 100% is primarily attributable to de-recognition of assets of Entest BioMedical, Inc. as a result of the deconsolidation of Entest BioMedical, inc. on February 4, 2011.

As of March 31, 2011 we had Other Assets $4,200 and as of September 30, 2010 we had Other Assets of $26,566.

The decrease in Other Assets of approximately 84% is primarily attributable to the recognition of an expense of $21,307 resulting from the loss of the Company’s security deposit (lease on former facility) as well as de-recognition of $1,059 in deposits attributable to Entest BioMedical, Inc..

As of March 31, 2011 we had an Investment in Entest of $41,898,162 and as of September 30, 2010 we had an Investment in Entest of $0.

The increase of 100% is attributable the recognition of a gain of $42,182, 649 resulting from the deconsolidation of Entest BioMedical, Inc. offset by equity of $101,838 in the net losses of Entest BioMedical for the period beginning February 4, 2011 and ending March 31, 2011.

As of March 31, 2011 we had Accounts Payable of $130,507 and as of September 30, 2010 we had Accounts Payable of $251,528.

This decrease of approximately 48% is primarily attributable to the elimination of $146,791 of payables attributable to the lease on our former facility as well as the de-recognition of $38, 975 of payables resulting from the deconsolidation of Entest BioMedical, Inc offset by liabilities incurred in the ordinary cost of business.

As of March 31, 2011 we had Notes Payable of $112,869 and as of September 30, 2010 we had Notes Payable of $247, 669.

This decrease of approximately 54% is primarily attributable to the de-recognition of $246,428 in Notes Payable attributable to Entest BioMedical, Inc. resulting from the deconsolidation of Entest BioMedical, Inc offset by additional net borrowings incurred by us of approximately $21,750.

As of March 31, 2011 we had Accrued Payroll of $477,000 and as of September 30, 2010 we had Accrued Payroll of $444,500

This increase of approximately 7% is primarily attributable to increases in employee compensation which have accrued and have not yet been paid of approximately $150,000 offset by the de-recognition of $235,558 of accrued payroll attributable to the deconsolidation of Entest BioMedical, Inc. .

As of March 31,2011 we had Accrued Payroll Taxes of $23, 780 and as of September 30, 2010 we had Accrued Payroll Taxes of $27,298.

This decrease of approximately 13% is primarily attributable to the de-recognition of Accrued Payroll Taxes attributable to Entest BioMedical, Inc. resulting from the deconsolidation of Entest BioMedical, Inc.

As of March 31,2011 we had Accrued Interest of $129,579 and as of September 30, 2010 we had Accrued Interest of $145,426.

This decrease of approximately 11% is primarily attributable to the reclassification of $30,301 in accrued interest on Convertible Notes outstanding as principal in connection with a change in ownership of $200,000 in face value of convertible notes with interest of $30,301 having been accrued, the payment of $6,821 of accrued interest by the issuance of issued 1,785,714 common shares in full satisfaction of $50,000 face value of convertible debentures and interest accrued thereon, as well as the de-recognition of any accrued interest attributable to Entest BioMedical, Inc. resulting from the deconsolidation of Entest BioMedical, Inc.

As of March 31,2011 we had $73,500 Due to Affiliate and as of September 30, 2010 we had no such amounts due .

The amounts Due to Affiliate are attributable to the recognition of rent prepaid by Entest BioMedical, inc. to the Company recognized as a result of the deconsolidation of Entest BioMedical, Inc.

As of March 31, 2011 we had $313, 701 in Convertible Notes payable and as of September 30, 2010 we had $333, 400 in Convertible Notes payable.

This decrease of approximately 6% is primarily attributable to the issuance of issued 1,785,714 common shares in full satisfaction of $50,000 face value of convertible debentures and interest accrued thereon offset by the reclassification of $30,301 in accrued interest on Convertible Notes outstanding as principal in connection with a change in ownership of $200,000 in face value of convertible notes with interest of $30,301 having been accrued

Material Changes in Results of Operations

Revenues were -0- for the quarter ending March 31, 2011 and -0- for the same quarter ending March 31, 2010. Net Income was $41,991, 006 for the three months ended March 31, 2011 and the Company incurred net losses of $389,680 for the same quarter ending march 31, 2010 .

The increase from net losses of $389,680 to net income of $41,991, 006 was primarily attributable to:

(a)

A noncash recognized as a result of the deconsolidation of Entest BioMedical of $42,182,649

(b)

Other income of $146,791 recognized as a resulting from the confirmation in writing from the Company’s former landlord informing the Company that no further payment is required to be made by the Company for outstanding rental liabilities resulting in the elimination of $146,791 of Payables owed by the Company

Partially offset by $338,044 of losses attributable to the Company and equity in Losses of Entest BioMedical, Inc.

Revenues were -0- for the six months ending March 31, 2011 and -0- for the same period ending March 31, 2010. Net Income was $41,725, 606 for the six months ended March 31, 2011 and the Company incurred net losses of $785,528 for the same period ending March 31, 2010.

The increase from net losses of $785,528 to net income of $41,725,608 was primarily attributable to:

(a)

A noncash recognized as a result of the deconsolidation of Entest BioMedical of $42,182,649

(b)

Partially offset by $603,834 of losses attributable to the Company and equity in Losses of Entest BioMedical, Inc.

Liquidity and Capital Resources

As of March 31, 2011, we had $433 cash on hand and current liabilities of $1,266,936 such liabilities consisting of Accounts Payable, Notes Payable, Accrued Payroll Taxes, Convertible Notes, Amounts due to Affiliated Party, Accrued Expenses and Accrued Interest.

We feel we will not be able to satisfy its cash requirements over the next twelve months and shall be required to seek additional financing.

At this time, we plan to fund our financial needs through equity private placements of common stock. (No plans, terms, offers or candidates have yet been established and there can be no assurance that the company will be able to raise funds on terms favorable to us or at all.) We cannot assure that we will be successful in obtaining additional financing necessary. 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.

We were not party to any material commitments for capital expenditures as of the end of the quarter ended March 31, 2011.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, as defined by Rule 229.10(f) (1) of Regulation S-K, we are not required to provide the information required by this Item. We have chosen to disclose, however, that we have not engaged in any transactions, issued or bought any financial instruments or entered into any contracts that are required to be disclosed in response to this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of David Koos, who is the Company's Principal Executive Officer/Principal Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company's disclosure control objectives. The Company's Principal Executive Officer/Principal Financial Officer has concluded that the Company's disclosure controls and procedures are, in fact, effective at this reasonable assurance level as of the period covered.

Changes in Internal Controls over Financial Reporting

In connection with the evaluation of the Company's internal controls during the period commencing on January 1, 2011 and ending March 31, 2011, David Koos, who is both the Company's Principal Executive Officer and Principal Financial Officer has determined that there were no changes to the Company's internal controls over financial reporting that have been materially affected, or is reasonably likely to materially effect, the Company's internal controls over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

On August 16, 2010 a Complaint (“Complaint”) was filed in the Superior Court of the State of California, County of San Diego Central Division against the Company, the Company’s Chairman, Freedom Environmental Services, Inc. and the BMXP Holdings Inc. Shareholder’s Business Trust, a Nevada Business Trust (collectively “Defendants”) by Princeton Research, Inc. and Jan Vandersande (collectively “Plaintiffs”) seeking to recover general damages in excess of $25,000, punitive damages in excess of $25,000 and attorney’s fees. The Complaint alleges breach of fiduciary duty of loyalty, fraud and deceit in connection with the late distribution of shares of the Company to beneficiaries of the BMXP Holdings Inc. Shareholder’s Business Trust. The Company is in the process of negotiating a settlement agreement with the Plaintiffs with the intention of avoiding protracted disputes, uncertainties, and litigation with their attendant inconveniences and expenses.

On February 3, 2011, a Complaint (“Complaint”) was filed in the U.S. District Court Middle District of the State of Pennsylvania against the Company, the Company’s Chairman and Entest by 18KT.TV LLC (“Plaintiffs”). The Complaint is seeking damages from the Company and Entest in excess of $125,000 and alleges breach of contract, unjust enrichment and breach of implied in fact contract by the Company and Entest in connection with agreements entered into with the plaintiffs by both the Company and Entest.

The Company believes that the allegations in the complaint are without merit and intends to vigorously defend its interests in this matter. At this time, it is not possible to predict the ultimate outcome of these matters.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On February 17, 2011 the Company issued 1,785,714 shares of common stock (“Shares”) in satisfaction of $50,000 face value of convertible debentures.

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

The Shares were offered directly through the management. No underwriters were retained to serve as placement agents. No commission or other consideration was paid in connection with the sale of the Shares. There was no advertisement or general solicitation made in connection with this Offer and Sale of Shares.

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

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5. OTHER INFORMATION

None.

Item 6. EXHIBITS

31.1	Certification of Chief Executive Officer

31.2	Certification of Acting Chief Financial Officer

32.1	Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Acting Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Bio- Matrix Scientific Group, Inc.
	a Delaware corporation

By:	/s/ David R. Koos
	David R. Koos
	Chief Executive Officer
	Date: June 19,2011