SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the quarterly period ended June 30, 2016
☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:
For the transition period from ___________ to ___________.
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 304, La Mesa, California | 91942 |
| (Address of Principal Executive Offices) | (Zip Code) |
(619) 702-1404
(Registrant's telephone number, including area code)
Indicate by check mark 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 ☒ 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 ☐
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 | ☒ 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 ☒ No ☐
There were 5,746,386,628 shares of Common Stock outstanding as of June 30, 2016.
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EXPLANATORY NOTE
The purpose of this amendment on Form 10-Q/A to Bio-Matrix Scientific Group, Inc's Quarterly Report on Form 10-Q for the period ended June 30, 2016, filed with the Securities and Exchange Commission on August 8, 2016 is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
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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. |
| **10.1 | Form of $50,000 Convertible Note |
| **10.2 | Form of $50,000 Unit Purchase Agreement dated June 1, 2016 |
| **10.3 | Form of $50,000 Unit Purchase Agreement dated May 16 2016 |
| **10.4 | Form of $54, 750 Unit Purchase Agreement |
| **10.5 | Form of $25,000 Unit Purchase Agreement |
| **10.6 | Form of $150,000 Unit Purchase Agreement |
| **10.7 | Agreement with BA Securities/Objective Capital (a) |
| **10.8 | Agreement with CIM Securities (b) |
| *101.INS | XBRL Instance Document |
| *101.SCH | XBRL Taxonomy Extension Schema |
| *101.CAL | XBRL Taxonomy Extension Calculation Linkbase |
| *101.DEF | XBRL Taxonomy Extension Definition Linkbase |
| *101.LAB | XBRL Taxonomy Extension Label Linkbase |
| *101.PRE | XBRL Taxonomy Extension Presentation Linkbase |
* Furnished herewirth
** Previously filed
| (a) | Incorporated by Reference to Exhibit 10.1 of that Form 8-K filed by the Company dated June 8, 2016 |
| (b) | Incorporated by reference Exhibit 10.1 of that Form 8-K filed by the Company dated July 7, 2016 |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Bio-Matrix Scientific Group, Inc. | ||
| By: | /s/ David R. Koos | |
| Name: | David R. Koos | |
| Title: | Principal Executive Officer | |
| Date: | August 8, 2016 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on August 8, 2016.
| Bio-Matrix Scientific Group, Inc. | ||
| By: | /s/ David R. Koos | |
| Name: | David R. Koos | |
| Title: | Sole Director | |
| Date: | August 8, 2016 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on August 8, 2016.
| Bio-Matrix Scientific Group, Inc. | ||
| By: | /s/ David R. Koos | |
| Name: | David R. Koos | |
| Title: | Principal Financial Officer | |
| Date: | August 8, 2016 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on August 8, 2016.
| Bio-Matrix Scientific Group, Inc. | ||
| By: | /s/ David R. Koos | |
| Name: | David R. Koos | |
| Title: | Principal Accounting Officer | |
| Date: | August 8, 2016 |
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