Attached files
| file | filename |
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| EX-10.1 - ASSET PURCHASE AGREEMENT - Rivulet Media, Inc. | biom_ex10-1.htm |
| EX-10.3 - EXHIBIT B TO ASSET PURCHASE AGREEMENT - Rivulet Media, Inc. | biom_ex10-3.htm |
| EX-10.2 - EXHIBIT A TO ASSET PURCHASE AGREEMENT - Rivulet Media, Inc. | biom_ex10-2.htm |
| EX-99.2 - UNAUDITED INTERIM FINANCIAL STATEMENTS PET POINTERS, INC. - Rivulet Media, Inc. | biom_ex99-2.htm |
| EX-99.1 - AUDITED FINANCIAL STATEMENTS PET POINTERS, INC. - Rivulet Media, Inc. | biom_ex99-1.htm |
| EX-10.4 - EMPLOYMENT AGREEMENT - Rivulet Media, Inc. | biom_ex10-4.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 4, 2011
Bio-Matrix Scientific Group, Inc.
(Exact Name of Company as Specified in Charter)
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Delaware
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0-32201
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33-0824714
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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4700 Spring Street, St 203
La Mesa California, 91942
(Address of Principal Executive Offices, Zip Code)
8885 Rehco Road, San Diego California 92121
Former Address
Company’s telephone number, including area code: (619) 398-3517 ext. 308
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On January 4, 2011, 2010 Entest BioMedical, Inc. (“Entest CA”), a California corporation and a wholly owned subsidiary of Entest BioMedical, Inc., a Nevada corporation (“ENTB”) acquired from Pet Pointers, Inc., a California corporation doing business as McDonald Animal Hospital (“Seller”), and Dr. Gregory McDonald DVM (“McDonald”) all the goodwill from McDonald and assets of Seller except cash and accounts receivables used in connection with the operation of a veterinary medical clinic located at 225 S. Milpas Street, Santa Barbara, CA 93103 (the "Business"). ENTB is a majority owned subsidiary of Bio Matrix Scientific Group, Inc.
Consideration for the acquisition consisted of:
I. $70,000 in cash
II. $210,000 of the common shares of ENTB valued at the closing price per share as of January 4, 2011
III. Payment of no more than $78,000 to a creditor of the Seller to be paid in monthly installments of $1,500 per month
IV. Payment of no more than $25,000 to additional creditors of the Seller to be paid in monthly installments of $825 per month
V. Payment of $50,000 to McDonald on the first business day of the fourth month following the closing of the acquisition (“Closing”)
ENTB is also obligated to make payment to McDonald of that number of shares of common stock of ENTB’s common stock valued at the closing bid price of the trading day immediately prior to issuance which shall equal $70,000 upon completion of the first calendar year during the Employment Period (as such period is defined in the employment agreement entered into between McDonald and Entest CA dated December 31, 2010 filed in this current report as Exhibit 10.4) in which the Business generates gross sales in excess of $700,000.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Audited financial statements of Pet Pointers Inc. (“PPI”) for the fiscal year ending December 31, 2009 and December 31, 2008 are included hereto as Exhibit 99.1. Interim Financial Statements of PPI are included hereto as Exhibit 99.2
(b) Pro forma financial information.
The required pro forma financial information which gives effect to the acquisition will be included in an amendment to this Current Report on Form 8-K to be filed as soon as practicable, but not later than 71 days after the date this Current Report is filed.
(c) Exhibit Index
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Ex.10.1
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Asset Purchase Agreement
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Ex.10.2
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Exhibit A to Asset Purchase Agreement
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Ex.10.3
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Exhibit B to Asset Purchase Agreement
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Ex.10.4
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Employment Agreement
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Ex.99.1
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Audited Financial Statements Pet Pointers, Inc.
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Ex.99.2
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Unaudited Interim Financial Statements Pet Pointers, Inc.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BIO-MATRIX SCIENTIFIC GROUP, INC.
By: /s/ David Koos
David Koos
Chief Executive Officer
Dated: January 6, 2011
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