UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K /A

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 9, 2013

 

Bio-Matrix Scientific Group, Inc.

(Exact Name of Company as Specified in Charter)

 

 

Delaware 0-32201 33-0824714

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(IRS Employer Identification

Number)

 

 

4700 Spring Street, Suite 304

La Mesa California, 91942

 (Address of Principal Executive Offices, Zip Code)

 

 

Company’s telephone number, including area code: (619) 702-1404

 

 

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:

 

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

 

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

 

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

 

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

 

ITEM 4.02      Non-Reliance on Previously Issued Financial Statements.

On September 9, 2013 the Board of Directors of Bio Matrix Scientific Group,Inc. (the “Company”) concluded that previously issued statements of cash flows for the year ended September 30, 2012, three months ended December 31, 2012, six months ended March 31, 2013, nine months ended June 30, 2013 and 2012 and for the periods from inception to June 30, 2012, September 30, 2012, December 31, 2012, March 31, 2013 and June 30, 2013 should no longer be relied upon because of errors in such statements. The Board of Directors concluded that certain items included within the Company’s Consolidated Statement of Cash Flows for the year ended September 30, 2012 and for the period from inception to September 30, 2012 constituted noncash activities which do not affect Net Income and these items have been eliminated from the Company’s Statements of Cash Flows for the periods below indicated.

 

 

Consolidated Statement of Cash Flows for the year ended September 30 2012

CASH FLOWS FROM OPERATING ACTIVITIES

 

As originally presented

(42,740,362)

Elimination

(41,314,361)

Increase (Decrease) in Other Comprehensive Income

As Restated

(1,426,001)

       

Consolidated Statement of Cash Flows from inception to September 30 2012

CASH FLOWS FROM OPERATING ACTIVITIES

As originally presented

(49,510,595)

Elimination

(41,364,361)

Increase (Decrease) in Other Comprehensive Income

As Restated

(8,146,234)

       

 

 

Consolidated Statement of Cash Flows for the year ended September 30 2012

CASH FLOWS FROM FINANCING ACTIVITIES

 

As originally presented

42,794,994

 

Elimination:

41,336,361

(Increase) Decrease in Investment in Subsidiary

Elimination:

(22,000)

(Increase) Decrease in Securities available for Sale

As Restated

1,480,633

       

Consolidated Statement of Cash Flows from inception to September 30 2012

CASH FLOWS FROM FINANCING ACTIVITIES

As originally presented

49,593,214

Elimination

41,336,361

Increase (Decrease) in

Investment in Subsidiary

Elimination:

 

Elimination:

(Increase) Decrease in Securities available for Sale

28,000

 

As Restated

8,228,853

 

On September 9, 2013 the Company determined that certain items included within the Company’s Consolidated Statement of Cash Flows for the quarter ended December 31, 2012 and for the period from inception to December 31, 2012 constituted noncash activities which do not affect Net Income and these items have been eliminated from the Company’s Statements of Cash Flows for the periods below indicated.

 

Consolidated Statement of Cash Flows for the quarter ended December 31 2012

CASH FLOWS FROM OPERATING ACTIVITIES

 

As originally presented

(463,776)

Elimination

(11,000) )

Increase (Decrease) in Other Comprehensive Income

As Restated

(452,776)

       

Consolidated Statement of Cash Flows from inception to December 31, 2012

CASH FLOWS FROM OPERATING ACTIVITIES

As originally presented

(49,974,371)

Elimination

(41,375,361)

Increase (Decrease) in Other Comprehensive Income

As Restated

(8,599,010)

       

 

 

Consolidated Statement of Cash Flows for the quarter ended December 31, 2012

CASH FLOWS FROM FINANCING ACTIVITIES

 

As originally presented

388,839

Elimination

11,000

(Increase) Decrease in Securities available for Sale

As Restated

377,839

       

Consolidated Statement of Cash Flows from inception to September 30 2012

CASH FLOWS FROM FINANCING ACTIVITIES

As originally presented

49,982,053

Elimination

41,336,361

Increase (Decrease) in Investment in Subsidiary

Elimination:

(Increase) Decrease in Securities available for Sale

 

39,000

 

As Restated

8,228,853

 

On September 9, 2013 the Company determined that certain items included within the Company’s Consolidated Statement of Cash Flows for the six months ended March 31, 2013 and for the period from inception to march 31, 2013 constituted noncash activities which do not affect Net Income and these items have been eliminated from the Company’s Statements of Cash Flows for the periods below indicated

 

Consolidated Statement of Cash Flows for the six months ended March 31 2013

CASH FLOWS FROM OPERATING ACTIVITIES

 

As originally presented

(586,758)

Elimination

13,000

Increase (Decrease) in Other Comprehensive Income

As Restated

(599,758)

       

Consolidated Statement of Cash Flows from inception to March 31, 2013

CASH FLOWS FROM OPERATING ACTIVITIES

As originally presented

(50,097,353)

Elimination

(41,351,361)

Increase (Decrease) in Other Comprehensive Income

As Restated

(8,745,992)

       

 

 

Consolidated Statement of Cash Flows for the six months ended March 31, 2013

CASH FLOWS FROM FINANCING ACTIVITIES

 

As originally presented

521,690

Elimination

(13,000)

(Increase) Decrease in Securities available for Sale

As Restated

534,690

       

Consolidated Statement of Cash Flows from inception to March 31, 2013

CASH FLOWS FROM FINANCING ACTIVITIES

As originally presented

50,114,904

Elimination

41,336,361

Increase (Decrease) in Investment in Subsidiary

Elimination:

(Increase) Decrease in Securities available for Sale

 

15,000

 

As Restated

8,763,543

 

On September 9, 2013 the Company determined that certain items included within the Company’s Consolidated Statement of Cash Flows for the nine months ended June 30, 2013 and for the period from inception to June 30, 2013 constituted noncash activities which do not affect Net Income and these items have been eliminated from the Company’s Statements of Cash Flows for the periods below indicated

 

Consolidated Statement of Cash Flows for the nine months ended June 30 2013

CASH FLOWS FROM OPERATING ACTIVITIES

 

As originally presented

(873,795)

Elimination

2,000

Increase (Decrease) in Other Comprehensive Income

As Restated

(875,795)

       

Consolidated Statement of Cash Flows from inception to June 30, 2013

CASH FLOWS FROM OPERATING ACTIVITIES

As originally presented

(50,384,390)

Elimination

(41,362,361)

 

Increase (Decrease) in Other Comprehensive Income

As Restated

(9,022,029)

       

 

 

Consolidated Statement of Cash Flows for the nine months ended June 30, 2013

CASH FLOWS FROM FINANCING ACTIVITIES

 

As originally presented

808,325

Elimination

(2000)

(Increase) Decrease in Securities available for Sale

As Restated

810,325

       

Consolidated Statement of Cash Flows from inception to March 31, 2013

CASH FLOWS FROM FINANCING ACTIVITIES

As originally presented

50,401,539

Elimination

41,336,361

Increase (Decrease) in Investment in Subsidiary

Elimination:

(Increase) Decrease in Securities available for Sale

 

26,,000

 

As Restated

9,039,178

 

On September 9, 2013 the Company determined that certain items included within the Company’s Consolidated Statement of Cash Flows for the nine months ended June 30, 2012 constituted noncash activities which do not affect Net Income and these items have been eliminated from the Company’s Statements of Cash Flows for the periods below indicated

 

Consolidated Statement of Cash Flows for the nine months ended June 30 2012

CASH FLOWS FROM OPERATING ACTIVITIES

 

As originally presented

(42,437,014)

Elimination

(41,216,361)

Increase (Decrease) in Other Comprehensive Income

As Restated

(1,220,653)

 

 

Consolidated Statement of Cash Flows for the nine months ended June 30, 2012

CASH FLOWS FROM FINANCING ACTIVITIES

 

As originally presented

42,466,570

 

Elimination

(120,000)

(Increase) Decrease in Securities available for Sale

Elimination

41,336,361

Increase (Decrease) in Investment in Subsidiary

 

As Restated

1,250,209

       

 

The Board of Directors and the management of the Company have discussed with its current independent registered accounting firm the matters referenced above, including the restatement of the abovementioned statements of cash flow to be filed with the United States Securities and Exchange Commission concurrently with this current report on an amendment to the Company’s Form 10-K for the fiscal year ended September 30, 2012 and amendments to the Company’s Form 10-Q for the interim periods ending December 31, 2012, March 31, 2013 and June 30, 2013.

 


 

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

 

Chairman & Chief Executive Officer

 

Dated: February, 10, 2014