UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10

 

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

 

Bio Matrix Scientific Group, Inc.

 (Exact name of registrant as specified in its charter)

 

Delaware 33-0824714
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
   

1204 Tangerine Street

El Cajon, CA

92021
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:

( 619 822 2602 )

 

Securities to be registered pursuant to Section 12(b) of the Exchange Act:

None

 

Securities to be registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.0001 par value

 

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☒

 

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FORWARD-LOOKING STATEMENTS

 

This Form 10, including the documents that will be incorporated by reference into this Form 10, contains “forward-looking statements” regarding our plans, expectations, estimates and beliefs. Forward-looking statements in this Form 10 are typically identified by words such as “anticipate,” “believe,” “expect,” “estimate,” “intend,” “will,” “may” and other similar expressions. These forward-looking statements may include, among other things, statements about:

 

  •   Our capital needs

 

  •   The competitiveness of the business in our industry

 

  •   Our strategies

 

  •   Other statements that are not historical facts.

 

These statements are only predictions, based on our current expectations about future events. Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements or that predictions or current expectations will be accurate. These forward-looking statements involve risks and uncertainties, and our actual results, performance, or achievements could differ materially from those expressed or implied by these forward-looking statements. Factors that could cause our actual results, performance, or achievements to differ include the following, among others:

 

  •   Changes in general economic and business conditions

 

  •   Actions of our competitors

 

  •   Changes in any regulatory requirements

 

  •   The time and expense involved in research and development activities

 

  •   Changes in our business strategies

 

The forward-looking statements in this Form 10 reflect what we currently anticipate will happen. What actually happens could differ materially from what we currently anticipate will happen. We do not undertake any responsibility to update information in this Form 10 or incorporate by reference into this Form 10 if any forward-looking statement later turns out to be inaccurate.

 

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Item 1. Business.

Bio-Matrix Scientific Group, Inc. (“Company”) was organized October 6, 1998, under the laws of the State of Delaware as Tasco International, Inc.

 

From October 6, 1998 to June 3, 2006 its activities have been limited to capital formation, organization, and development of its business plan to provide production of visual content and other digital media, including still media, 360-degree images, video, animation and audio for the Internet.

 

On July 3, 2006 the Company abandoned its efforts in the field of digital media production when it acquired 100% of the share capital of Bio-Matrix Scientific Group, Inc., a Nevada corporation, (“BMSG”) for consideration consisting of 10,000,000 shares of the common stock of the Company and the cancellation of 10,000,000 shares of the Company owned and held by John Lauring.

 

As a result of this transaction, the former stockholder of BMSG held approximately 80% of the voting capital stock of the Company immediately after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company by BMSG under the purchase method of accounting, and was treated as a recapitalization with BMSG as the acquirer.

 

On July 31, 2019 the Company acquired 100% of the share capital of Pine Hills, Inc. (“Acquisition”), a Wyoming corporation, for consideration consisting of:

 

8,160,000,000 common shares of the Company issued to Heather Cassady, the sole shareholder of Pine Hills, Inc. (“Pine Hills Shareholder”)

 

The agreement that the sole officer and director of the Company shall resign and the Company shall appoint the nominees of the Pine Hills Shareholder to serve as Chairman of the Company, Chief Executive Officer of the Company, Chief Financial Officer of the Company, Secretary of the Company and Treasurer of the Company.

 

The cancellation by the Company of all outstanding shares of Series AA and Series AA Preferred stock of the Company.

 

Upon completion of the Acquisition, the Pine Hills shareholder owned approximately 54% of the voting capital stock of the Company immediately after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company by Pine Hills, Inc. and was treated as a recapitalization with Pine Hills Inc. as the acquirer.

 

The Company, through its wholly owned subsidiary Pine Hills, Inc., provides services consisting of data storage and the archiving of corporate documents.

 

Within the last three years we have not:

been in bankruptcy, receivership or any similar proceeding;

been in default of the terms of any note, loan, lease, or other indebtedness or financing arrangement requiring the issuer to make payments

been subject to any current, past, pending or threatened legal proceedings or administrative actions either by or against us that could have a material effect on our business, financial condition, or operations and any current, past or pending trading suspensions by a securities regulator

  3  

 

Principal products or services and their markets

The Company, through its wholly owned subsidiary Pine Hills , Inc., provides the following services:

1. Long term data and document storage

2. Daily data backup

3. The setup of Cloud systems for multiple location information distribution and sharing

The Company primarily markets its services to small businesses within Southern California which do not possess in house Information Technology departments.

From the period from inception (February 7, 2019) to July 31, 2019 Pine Hills, Inc. generated revenue of $12,879. 100% of revenue was attributable to the providing of long term data and document storage.

Distribution methods of the products or services

The Company’s wholly owned subsidiary Pine Hills Inc. distributes its services directly to its customers.

Competitive business conditions, the issuer’s competitive position in the industry, and methods of competition

Pine Hills , Inc., our operating subsidiary, is recently formed and has yet to achieve substantial revenues or profits (Revenues from inception to July 31, 2019 equal $12,879 and operating income for the period equals $742 ). The industries in which we compete and intend to compete are highly competitive and characterized by rapid technological advancement. Many of our competitors have greater resources than we do. We intend to compete by providing simple, cost effective solutions to data management, sharing and storage to small businesses in the Southern California region.

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 are currently obtained through a wide variety of sources.

Dependence on one or a few major customers:

During the period beginning with the inception of Pine Hills, Inc. to July 31, 2019:

One customer accounted for 73.8% of our revenue

One customer accounted for 16.2% of our revenue

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

None

The need for any government approval of principal products or services and the status of any requested government approvals:

The providing of the Company’s principal services do not require government approval.

Effect of existing or probable governmental regulations on the business;

The Company is unaware of any existing or probable governmental regulation which would have a material effect on the Company’s business.

  4  

 

Estimate of the amount spent during each of the last two fiscal years on research and development activities, and, if applicable, the extent to which the cost of such activities are borne directly by customers;

During the period from inception to July 31, 2019 the Company’s operating subsidiary has not spent funds on research and development activities.

Costs and effects of compliance with environmental laws (federal, state and local);

We have not incurred any unusual or significant costs to remain in compliance with any environmental laws.

Number of total employees and number of full-time employees

As of the date of this document, the Company has 2 employees of which one is full time.

Item 2. Financial Information.

Management's discussion and analysis of financial condition and results of operations

As of July 31, 2019 the Company had Cash of $1,722 and Current Liabilities of $67,687 consisting of Notes Payable and Accounts Payable. During the period beginning with the inception of Pine Hills, Inc. ( February 7, 2019) and ending July 31, 2019 the Company had revenues of $12,879 and operating income of $742. During the period beginning with the inception of Pine Hills, Inc. ( February 7, 2019) and ending July 31, 2019 the Company recognized a Net Loss of $1,573,483 primarily attributable to a one time noncash charge of $1,574,225 resulting from the aggregate of:

15, 616,865, 172 Common Shares of the Company recognized in the reverse merger with Pine Hills, Inc. (“Reverse Merger”) at par value ($0.0001)

2,025,846 Preferred Shares of the Company recognized in the Reverse Merger at par value ($0.0001)

724,222 of the Series B Preferred Shares of the Company recognized in the Reverse Merger at par value ($0.0001)

a noncash charge of $12,483 representing the net liabilities recognized in the Reverse Merger.

As our operating subsidiary was not formed until February 7, 2019 there is no comparable prior period.

The Company feels it will not be able to satisfy its cash requirements over the next twelve months and shall be required to seek additional financing.

From inception to the date of this document sources of liquidity for our operating subsidiary have primarily been revenues from operations.

The Company currently plans to raise additional funds primarily by offering securities for cash.

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 September 27, 2019 we are not party to any binding agreements which would commit the Company and/or the Company’s operating subsidiary to any material capital expenditures.

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Off Balance Sheet Arrangements

We are not party to any off balance sheet arrangements, as “Off Balance Sheet Arrangement” is defined in Regulation SK Item 303 4(ii).

Item 3. Properties.

The Company is currently utilizing the home of Timothy Foat (Chief Executive Officer of the Company, Chief Financial Officer of the Company, Secretary of the Company and Treasurer of the Company) as its principal executive office. This space is being provided free of charge to the Company.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth information known to the Company with respect to the beneficial ownership of each class of the Company’s capital stock as of September 30, 2019 for (1) each person known by the Company to beneficially own more than 5% of each class of the Company’s voting securities, (2) each executive officer, (3) each of the Company’s directors and (4) all of the Company’s executive officers and directors as a group.

 

Based on 15,616,865,172 shares outstanding as of September 30, 2019  
           
Title of Class   Name and Address     No. of shares     %  
Common   Heather Cassady     8,160,000,000     52.25%
    c/o Bio Matrix Scientific Group, Inc.              
    1204 Tangerine Street              
    El Cajon, CA              
Common   Timothy Foat              
    c/o Bio Matrix Scientific Group, Inc.     16,753,546 *   0.11%
    1204 Tangerine Street              
    El Cajon, CA              
All Officers and Directors as a group     8,176,753,546     52.36%
                   
* Includes 12,500,000 shares held by the Sherman Family Trust for which Mr. Foat serves, as Trustee
Includes 672,500 shares held by Dunhill Ross Partners, Inc. which is controlled by Mr. Foat  
Includes 792,500 shares held by the Bio Technology Business Trust for which Mr. Foat serves as Trustee  
Includes 437,143 shares held by Bioscientific Consultants LLC which is controlled by Mr. Foat    
Includes 3,757 shares held by Sunset Cliff Compliance which is controlled by Mr. Foat      

 

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Based on 2,025,760 shares outstanding as of September 30, 2019
             
Title of Class   Name and Address     No. of shares     %
Preferred   Timothy Foat     4,555 *   less than 1%
    c/o Bio Matrix Scientific Group, Inc.            
    1204 Tangerine Street            
    El Cajon, CA            
Preferred   David Koos     524,079 **   25.87%
    4700 Spring Street            
    La Mesa CA 91941            
All Officers and Directors as a group     4,555 *   less than 1%
                 
* Includes 2,300 shares held by the Bio Technology Business Trust for which Mr. Foat serves as Trustee
Includes 1,068 shares held by Bioscientific Consultants LLC which is controlled by Mr. Foat
Includes 1,187 shares held by Dunhill Ross Partners, Inc. which is controlled by Mr. Foat
** includes 458,503 from the BMXP Holdings Shareholders Business Trust for which Mr. Koos acts as Trustee
Includes 62,056 from Bombardier Pacific Ventures an entity controlled by Mr. Koos.

Based on 724,198  shares outstanding as of September 30, 2019    
         
Title of Class   Name and Address     No. of shares     %
Preferred B   Timothy Foat            
    c/o Bio Matrix Scientific Group, Inc.     4973 *   less than 1%
    1204 Tangerine Street            
Preferred B   David Koos     95176     13.14%
    4700 Spring Street            
    La Mesa CA 91941            
All Officers and Directors as a Group   4973 *   less than 1%
                 
* Includes 2678 shares held by Bioscientific Consultants LLC which is controlled by Mr. Foat
Includes 179 shares held by the Bio Technology Business Trust for which Mr. Foat serves as Trustee
Includes 75 shares held by Sunset Cliff Compliance which is controlled by Mr. Foat  
** includes 9,171from the BMXP Holdings Shareholders Business Trust for which Mr. Koos acts as Trustee
Includes 58,935 from Bombardier Pacific Ventures an entity controlled by Mr. Koos.  

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Item 5. Directors and Executive Officers.

Heather Cassady, 48 years old, is Chairman of the Board of Directors of the Company and Chief Technology Officer and sole officer of Pine Hills, Inc.

Ms. Cassady has served as Chairman of the Board of Directors of the Company since July 31, 2019. Ms. Cassady has been employed as Chief Technology Officer of Pine Hills, Inc. and President of Pine Hills, Inc. from February 7, 2019 to the date of this document.

Ms. Cassady has been granted a Certificate in Medical Billing from Kaplan College.

5 Year Employment History

Position:   Company Name:   Employment Dates:
Independent Consultant providing  billing systems and data management services   N/A   February 1, 2013 to February 7, 2019
Sole Officer, Chief Technology Officer   Pine Hills, Inc.   February 7, 2019 to the Present

Directorships Held

Chairman   Bio-Matrix Scientific Group, Inc.   July 31, 2019 to the Present

 

Mr. Timothy Foat, 54 Years Old, has served as Chief Executive Officer of the Company, Chief Financial Officer of the Company, Secretary of the Company and Treasurer of the Company since July 31, 2019

Mr. Foat has been granted a certificate in computer repair from Associated Technical College in 1992.

Mr. Foat serves as sole officer and Director of Bostonia Partners, Inc. and as sole officer and director of Dunhill Ross Partners, Inc. where his duties include providing Systems Management consulting services and regulatory compliance services.

5 Year Employment history

Position:   Company Name:   Employment Dates:
Sole Officer and Director   Dunhill Ross Partners, Inc.   March 23, 2013 to the Present
Sole Member   Bioscientific Consultants LLC   June 2007 to July 2016
Sole Officer and Director   Bostonia Partners, Inc.   January 2015  to the Present

 

During the past ten years, none of our officers or directors has:

Any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

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Been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

There are no family relationships between our officers and directors.

Item 6. Executive Compensation.

Name and Principal Position   Fiscal Year   Salary
($)
  Bonus
($)
  Stock Awards
($)
  Restricted Stock Awards
($)
  Option Awards
($)
  Non Equity Incentive Plan Compensation
($)
  Nonqualified Deferred Compensation Earnings
($)
  All Other Compensation
($)
  Total
($)
David Koos, Chairman andChief Executive Officer Resigned July 31, 2019     2019       0       0       0       0       0       0       0       0       0  
      2018       0       0       0       0       0       0       0       0       0  
Heather Cassady, Chairman of the Board of Directors     2019     $ 10,921       0       0       0       0       0       0       0     $ 10,921  
Timothy Foat , Chief Executive Officer     2019       0       0       0       0       0       0       0       0       0  

Heather Cassady’s compensation was paid by Pine Hills Inc., the Company’s sole operating subsidiary. Pine Hills, Inc. did not exist during the Fiscal Year ended July 31, 2019. Heather Cassady was not employed by the Company during the Fiscal Year Ended July 31, 2018

Timothy Foat was not employed by the Company during the Fiscal Year Ended July 31, 2018.

Neither Timothy Foat nor Heather Cassady is party to an employment agreement with either the Company or its operating subsidiary Pine Hills, Inc.

We have not adopted a stock option plan, benefits plan, retirement plan or any long term incentive plans and did not have any stock options outstanding as of the date of this filing. We do not provide any Director's Compensation at this time.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

Audit Committee and Audit Committee Financial Expert

Our sole Directors may not be considered independent as she is an officer and employee of our wholly owned subsidiary Pine Hulls, Inc. We are not a "listed company" under Securities and Exchange Commission (“SEC”) rules and are therefore not required to have an audit committee comprised of independent directors. We do not currently have an audit committee, however, for certain purposes of the rules and regulations of the SEC and in accordance with the Sarbanes-Oxley Act of 2002, Our Board of Directors is deemed to be our audit committee and as such functions as an audit committee and performs some of the same functions as an audit committee including: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; and (3) engaging outside advisors. Our Board of Directors has determined that its sole member is able to read and understand fundamental financial statements and has substantial business experience that results in that member's financial sophistication. Accordingly, our Board of Directors believes that its sole members has the sufficient knowledge and experience necessary to fulfill the duties and obligations that an audit committee would have.

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Nominating and Compensation Committees

We do not have standing nominating or compensation committees, or committees performing similar functions. Our board of directors believes that it is not necessary to have a compensation committee at this time because the functions of such committee are adequately performed by the board of directors. The board of directors also is of the view that it is appropriate for us not to have a standing nominating committee because the board of directors has performed and will perform adequately the functions of a nominating committee. We are not a "listed company" under SEC rules and are therefore not required to have a compensation committee or a nominating committee.

Shareholder Communications

There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. There are no specific, minimum qualifications that the board of directors believes must be met by a candidate recommended by the board of directors. Currently, the entire board of directors decides on nominees, on the recommendation of any member of the board of directors followed by the board’s review of the candidates’ resumes and interview of candidates. Based on the information gathered, the board of directors then makes a decision on whether to recommend the candidates as nominees for director. We do not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominees.

We do not have any restrictions on shareholder nominations under its certificate of incorporation or by-laws. The only restrictions are those applicable generally under Delaware law and the federal proxy rules. The board of directors will consider suggestions from individual shareholders, subject to evaluation of the person's merits. Stockholders may communicate nominee suggestions directly to the board of directors, accompanied by biographical details and a statement of support for the nominees. The suggested nominee must also provide a statement of consent to being considered for nomination. There are no formal criteria for nominees.

Code of Ethics

On August 31, 2006 we adopted our Code of Ethics. The Code is specifically designated to be a part of an effective program to prevent and detect violations of law and moral values.

Related Party Transactions

During the period commencing from inception of Pine Hills, Inc. and ending July 31, 2019 a company controlled by the Company’s Chief Executive Officer made capital contributions of $630 to the Company.

The Company utilizes office space free of charge provided by a company controlled by the Company’s Chief Executive Officer.

 

On July 31, 2019 the Company consummated the acquisition of 100% of the outstanding shares of Pine Hills , Inc. for consideration consisting of the following:

 

8,160,000,000 common shares of the Company issued to Heather Cassady, the sole shareholder of Pine Hills, Inc. (“Pine Hills Shareholder”)

 

The resignation of the sole officer and director of the Company, David R. Koos

 

The appointment of Heather Cassady as Chairman of the Company.

 

The appointment of Timothy Foat to the positions of Chief Executive Officer of the Company, Chief Financial Officer of the Company, Secretary of the Company and Treasurer of the Company.

 

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The cancellation by the Company of all outstanding shares of Series AA and Series AA Preferred stock of the Company.

 

The acquisition of Pine Hills, Inc. (“PHI”) was accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, the Company was treated as the “acquired” company for accounting purposes. This determination was primarily based on PHI’s equity holders having a majority of the voting power of the combined company, PHI. comprising the ongoing operations of the combined entity, PHI comprising a majority of the governing body of the combined company, and senior management selected by the former majority shareholder of PHI comprising the senior management of the combined company.

 

The following assets and liabilities of the Company were recognized in connection with the reverse merger as of July 31, 2019:

 

Assets:
Cash:   $ 340  
Accrued Interest Receivable:   $ 6,884  
         
Investment Securities with a Fair Value of $48,199
Liabilities:
Accounts Payable of $295.
Notes Payable of $67,392

 

The completion of the reverse merger resulted in the Company recognizing a one time noncash charge of $1,574,225 resulting from the aggregate of:

 

15, 616,865, 172 Common Shares of the Company recognized in the reverse merger at par value ($0.0001)

 

2,025,846 Preferred Shares of the Company recognized in the reverse merger at par value ($0.0001)

 

724,222 of the Series B Preferred Shares of the Company recognized in the reverse merger at par value ($0.0001)

 

a noncashcharge of $12,483 representing the net liabilities recognized in the reverse merger.

 

Item 8. Legal Proceedings.

None

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

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.

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Our common stock is currently traded on the OTC Market  under the symbol "BMSN". Below is the range of high and low bid information for our common equity for each quarter within the last two fiscal years. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

August 1, 2017 to July 31, 2018 High Low
First Quarter .0002 .0001
Second Quarter .0002 .0001
Third Quarter .0001 .0001
Fourth Quarter .0002 .0001
August 1, 2018 to July 31, 2019 High Low
First Quarter .0001 .0001
Second Quarter .0003 .0001
Third Quarter .0002 .0001
Fourth Quarter         .0001         .0001

 

The stockholders' equity section of the Company contains the following classes of capital stock as of July 31, 2019:

 

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

 

2,025,760 Preferred Shares, par value $0.0001, issued and outstanding.

 

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times one (1).

 

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

 

0 Series AA Preferred Shares, par value $0.0001, issued and outstanding.

 

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,0000).

 

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

 

 0 Series AAA Preferred Shares, par value $0.0001, issued and outstanding. 

 

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times one hundred thousand (100,0000).

 

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation. 

 

724,198 Series B Preferred Shares, Par Value $0.0001, issued and outstanding.

 

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series B Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times two (2).

 

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On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation. 

 

 

Non Voting Convertible Preferred Stock, $1.00 Par value, 200,000 shares authorized, 0 shares issued and outstanding

 

Each Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’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 written receipt by the corporation of the holder’s intent to convert.

 

“CLOSING PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day as reported by Bloomberg Finance L.P.

 

“PRINCIPAL MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.

 

“TRADING DAY” shall mean a day on which the Principal Market shall be open for business.

 

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Non Voting Convertible Preferred shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

 

Common stock, $ 0.0001 par value; 16,000,000,000 shares authorized: 15,616,865,172 shares issued and outstanding.

 

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

 

We have not paid dividends on our common stock in the past and do not anticipate paying dividends on our common stock in the foreseeable future. We anticipate that we will retain future earnings, if any, to fund the development and growth of our business. The Delaware general Corporation Law (“DGCL”) prohibits us from declaring and paying a dividend on our capital stock at a time when we do not have either (as defined under that law):

a surplus, or, if we do not have a surplus,
net profit for the year in which the dividend is declared and for the immediately preceding year.

  13  

 

 

We are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”). In general, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. For purposes of Section 203, a “business combination” is defined broadly to include a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder, and, subject to certain exceptions, an “interested stockholder” is a person who, together with his or her affiliates and associates, owns (or within three years prior, did own) 15% or more of the corporation’s voting stock.

Our Transfer Agent is:

Securities Transfer Corporation

2901 N. Dallas Parkway, Plano, Texas 75093

469-633-0101

stc@stctransfer.com

 

As of September 27, 2019 we have approximately 462 holders of our common stock.

Item 10. Recent Sales of Unregistered Securities

Common Shares

 

On May 6, 2016 the Company issued 287,138,354 of its Common Shares (“Shares”) in satisfaction of $28,713 of convertible indebtedness.

 

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

 

On September 6, 2016 the Company issued 390,068,951 of its Common Shares (“Shares”) in satisfaction of $39,006 of convertible indebtedness.

 

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

 

On September 21, 2016 the Company issued 419,124,717 of its Common Shares (“Shares”) in satisfaction of $41,912 of convertible indebtedness.

 

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

  14  

 

On December 5, 2016 the Company issued 401,275,700 of its Common Shares (“Shares”) in satisfaction of $40,140 of convertible indebtedness.

 

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

 

On July 18, 2019 the Company issued 500,000,000 of its Common Shares (“Shares”) is satisfaction of $25,000of indebtedness.

 

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

 

On July 18, 2019 the Company issued 8,160,000,000 Common Shares (“Shares”) in consideration of all issued and outstanding shares of Pine Hills, Inc.

 

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

 

Preferred Shares

 

On November 29, 2019 the Company issued 960,000 shares of its Series AAA Preferred Stock(“Shares”) in satisfaction of $10,000 of indebtedness.

 

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

 

Cancellation of Preferred Shares

 

On July 26, 2019 1,000,000 of the issued and outstanding Series AAA Preferred shares of the Company were cancelled.

 

On July 26, 2018 94,852 of the issued and outstanding Series AA Preferred shares of the Company were cancelled.

 

  15  

 

Item 11. Description of Registrant’s Securities to be Registered.

 

Common Stock

The Common Stock has a par value of $0.0001 per share. The Number of shares of Common Stock Authorized is 16,000,000,000 shares. With respect to each matter submitted to a vote of stockholders of the Company, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

 

The Company is also authorized to issue:

 

2,000,000 shares of Series B Preferred stock of which 724,198 are issued and outstanding as of July 31, 2019.

 

With respect to each matter submitted to a vote of stockholders of the Company, each holder of Series B Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times two (2).

 

100,000 shares of Series AA Preferred Stock of which 0 shares are issued and outstanding as of July 31, 2019..

 

With respect to each matter submitted to a vote of stockholders of the Company, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,0000).

 

1,000,000 shares of Series AAA Preferred Stock of which 0 shares are issued and outstanding as of July 31, 2019..

 

With respect to each matter submitted to a vote of stockholders of the Company, each holder of Series AAA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AAA Preferred Stock owned by such holder times one hundred thousand (100,000).

 

200,000 shares of Non Voting Convertible Preferred Stock of which 0 shares are issued and outstanding as of July 31, 2019

 

Each Non Voting Convertible Preferred Stock shall convert at the option of the holder 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 written receipt by the Company of the holder’s intent to convert.

 

“CLOSING PRICE" shall mean the closing bid price for the Company’s common stock on the Principal Market on a Trading Day as reported by Bloomberg Finance L.P.

 

“PRINCIPAL MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.

 

“TRADING DAY” shall mean a day on which the Principal Market shall be open for business.

 

The rights evidenced by the common shares to be registered may be materially limited in the event that the Company issues shares of either Series B Preferred stock, Series AA Preferred stock , Series AAA Preferred stock or Non Voting Convertible Preferred Stock either due to severe dilution of voting power attributable to the superior voting rights of Series B Preferred stock, Series AA Preferred stock , Series AAA Preferred stock or through dilution of the Common Shares outstanding due to potential conversions of the Non Voting Convertible Preferred Stock.

 

  16  

 

Item 12. Indemnification of Directors and Officers.

 

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses including attorneys' fees, judgments, fines and amounts paid in settlement in connection with various actions, suits or proceedings, whether civil, criminal, administrative or investigative other than an action by or in the right of the corporation, a derivative action, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses including attorneys' fees incurred in connection with the defense or settlement of such actions and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's certificate of incorporation, bylaws, agreement, a vote of stockholders or disinterested directors or otherwise.

Our bylaws provide that we may make provision for indemnifying and holding harmless Members of the Board of Directors, officers, employees, and agents of the corporation, and persons who formerly held such positions, and the estates of any of them against any or all claims and liabilities (including reasonable legal fees and other expenses incurred in connection with such claims or liabilities) to which any such person shall have become subject by reason of his having held such a position or having allegedly taken or omitted to take any action in connection with such position to the greatest extent allowable by law.

  17  

 

 

Item 13. Financial Statements and Supplementary Data.

 

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of Bio-Matrix Scientific Group, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Bio-Matrix Scientific Group, Inc. (the "Company") as of July 31, 2019, the related statement of operations, stockholders' equity (deficit), and cash flows for the period February 7, 2019 (Inception) through July 31, 2019 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2019, and the results of its operations and its cash flows for the period February 7, 2019 (Inception) through July 31, 2019, in conformity with accounting principles generally accepted in the United States.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ BF Borgers CPA PC

BF Borgers CPA PC

 

We have served as the Company's auditor since 2019

Lakewood, CO

October 9, 2019

 

  18  

 

BIOMATRIX SCIENTIFIC GROUP, INC.    
CONSOLIDATED BALANCE SHEET    
     
    As of July 31, 2019
ASSETS    
CURRENT ASSETS        
Cash   $ 1,722  
Accrued Interest Receivable     6,884  
     Total Current Assets     8,606  
OTHER ASSETS        
Investment Securities     48,199  
Total Other Assets     48,199  
         
TOTAL ASSETS   $ 56,805  
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
         
CURRENT LIABILITIES        
Accounts Payable   $ 295  
Notes Payable     67,392  
     Total Current Liabilities     67,687  
Total Liabilities   $ 67,687  
         
STOCKHOLDERS' EQUITY (DEFICIT)        
Preferred Stock ($.0001 par value) 20,000,000 shares authorized; 20,000,000 shares authorized; 2025760  issues and outstanding as of July 31, 2019     202  
Series AA Preferred ($0.0001 par value)  100,000 shares authorized 0 issued and outstanding as of July 31, 2019        
Series AAA Preferred ($0.0001 par value) 1,000,000 shares authorized 0 shares issued and and outstanding as of July 31, 2019        
Series B Preferred Shares ($.0001 par value) 2,000,000 shares authorized; 724,198 issued and outstanding as of July 31 , 2019     72  
Common Stock ($.0001 par value) 16,000,000,000 shares authorized and 15,616,865,172  issued and outstanding  as of  July 31, 2019     1,561,687  
Non Voting Convertible Preferred Stock ($1 Par value) 200,000 shares authorized; 0 shares  issued and outstanding as of July 31, 2019        
Additional Paid in capital     10  
Contributed Capital     630  
Accumulated Deficit     (1,573,483 )
Total Stockholders' Deficit     (10,882 )
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)   $ 56,805  
         
The Accompanying Notes are an Integral Part of These Financial Statements  

  19  

 

BIO MATRIX SCIENTIFIC GROUP,INC    
CONSOLIDATED STATEMENT OF OPERATIONS    
     
      Period from Inception ( February 7, 2019) to   
      July 31, 2019  
REVENUES   $ 12,879  
         
COST AND EXPENSES        
General and Administrative     12,137  
Total Costs and Expenses     12,137  
         
OPERATING INCOME     742  
         
OTHER INCOME & (EXPENSES)        
Loss Recognized on Reverse Merger     (1,574,225 )
Total Other Income & (Expense)     (1,574,225 )
         
NET INCOME (LOSS)   $ (1,573,483 )
NET INCOME (LOSS) available to common shareholders        
 BASIC AND FULLY DILUTED EARNINGS (LOSS)   $ (0.018 )
Weighted average number of shares outstanding     86,907,271  
         
The Accompanying Notes are an Integral Part of These Financial Statements  

  20  

 

 

BIO-MATRIX SCIENTIFIC GROUP INC.                                          
Consolidated Statements of Stockholders' Deficit                                            
For the period from inception to July 31, 2019                                                    
                                                                 
      Series AA Preferred       Series B Preferred       Serues AAA Preferred       Preferred Shares       Common       Nonvoting Convertible Preferred                                  
      Shares       Amount       Shares       Amount       Shares       Amount       Shares       Amount       Shares       Amount       Shares       Amount       Additional Paid-in Capital       Accumulated Deficit       Contributed Capital       Total  
Issuance of stock for Services February 7, 2019     0       0       0       0       0       0       0       0       1,000       0       0       0       10       0       0       10  
Derecognition Shares in Reverse Merger July 31 2019                                                                     (1,000 )                                                        
Common Shares Recognized in Reverse Merger July 31 2019                                                                     15,616,865,172       1,561,687                                               1,561,687  
Preferred Shares Recognized in Reverse Merger July 31, 2019                                                     2,025,760       202                                                               202  
Preferred B Shares Recognized in Reverse Merger July 31 2019                     724,198       72                                                                                               72  
Contributed Capital for the period ended July 31 2019                                                                                                                     630       630  
Net Loss for the period ended July 31 2019                                                                                                             (1,573,483 )             (1,573,483 )
Balance July 31 2019     0       0       724,198     $ 72       0       0       2,025,760     $ 202       15,616,865,172     $ 1,561,687       0       0     $ 10     $ (1,573,483 )   $ 630     $ (10,882 )

 

The Accompanying Notes are an Integral Part of These Financial Statements

  21  

 

BIO MATRIX SCIENTIFIC GROUP,INC    
CONSOLIDATED STATEMENT OF CASH FLOWS    
     
      Period from Inception ( February 7, 2019) to   
      July 31, 2019  
Net Income (loss)   $ (1,573,483 )
Adjustments to reconcile net Income to net cash (used in) provided by operating activities:        
Stock issued for compensation to employees     10  
Increase in Contributed Capital     630  
Cash Received in Revers Merger     340  
Loss Recognized in connection with reverse merger     1,574,225  
Net Cash Provided by (Used in) Operating Activities     1,722  
Net Increase (Decrease) in Cash     1,722  
         
Cash at Beginning of Period     0  
Cash at End of Period   $ 1,722  

 The Accompanying Notes are an Integral Part of These Financial Statements

 

  22  

 

BIO-MATRIX SCIENTIFIC GROUP, INC.

Notes to consolidated Financial Statements

As of July 31, 2019 

 

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Bio-Matrix Scientific Group, Inc. (“Company”) was organized October 6, 1998, under the laws of the State of Delaware as Tasco International, Inc.

 

From October 6, 1998 to June 3, 2006 its activities have been limited to capital formation, organization, and development of its business plan to provide production of visual content and other digital media, including still media, 360-degree images, video, animation and audio for the Internet.

 

On July 3, 2006 the Company abandoned its efforts in the field of digital media production when it acquired 100% of the share capital of Bio-Matrix Scientific Group, Inc., a Nevada corporation, (“BMSG”) for consideration consisting of 10,000,000 shares of the common stock of the Company and the cancellation of 10,000,000 shares of the Company owned and held by John Lauring.

 

As a result of this transaction, the former stockholder of BMSG held approximately 80% of the voting capital stock of the Company immediately after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company by BMSG under the purchase method of accounting, and was treated as a recapitalization with BMSG as the acquirer.

 

On July 31, 2019 the Company acquired 100% of the share capital of Pine Hills, Inc. (“Acquisition”), a Wyoming corporation, for consideration consisting of:

 

8,160,000,000 common shares of the Company issued to Heather Cassady, the sole shareholder of Pine Hills, Inc. (“Pine Hills Shareholder”)

 

The agreement that the sole officer and director of the Company shall resign and the Company shall appoint the nominees of the Pine Hills Shareholder to serve as Chairman of the Company, Chief Executive Officer of the Company, Chief Financial Officer of the Company, Secretary of the Company and Treasurer of the Company.

 

The cancellation by the Company of all outstanding shares of Series AA and Series AA Preferred stock of the Company.

 

Upon completion of the Acquisition, the Pine Hills shareholder owned approximately 54% of the voting capital stock of the Company immediately after the transaction. For financial accounting purposes, this acquisition was a reverse acquisition of the Company by Pine Hills, Inc. and was treated as a recapitalization with Pine Hills Inc. as the acquirer.

 

The Company, through its wholly owned subsidiary Pine Hills, Inc., provides services consisting of data storage and the archiving of corporate documents.

 

A. BASIS OF ACCOUNTING

The financial statements have been prepared using the basis of accounting generally accepted in the United States of America. Under this basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. The Company has adopted a September 30 year-end.

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B. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Bio-Matrix Scientific Group, Inc., a Delaware corporation and Pine Hills Inc., a Wyoming corporation and 100% owned subsidiary.

C. CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

D. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. A fair value hierarchy requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Level 1: Quoted prices in active markets for identical assets or liabilities

Level 2: Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

  24  

 

E. INCOME TAXES

 

The Company accounts for income taxes using the liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

The Company applied the provisions of ASC 740-10-50, “Accounting For Uncertainty In Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of  July 31, 2019 the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

 

F.  BASIC EARNINGS (LOSS) PER SHARE

 

The Financial Accounting Standards Board (FASB) issued Accounting Standards Codification (ASC) 260, "Earnings Per Share", which specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. ASC 260 requires the presentation of basic earnings (loss) per share and diluted earnings (loss) per share. The Company has adopted the provisions of ASC 260 effective from inception.

 

Basic net loss per share amounts is computed by dividing the net income by the weighted average number of common shares outstanding. There were no Common Stock Equivalents as of July 31, 2019

 

H. INVESTMENT SECURITIES

 

The Company measures equity investments (except those accounted for under the equity method and those that result in consolidation of the investee) at fair value and recognizes any changes in fair value in net income.

 

I. REVENUE RECOGNITION

 

During the period beginning with inception (February 7, 2019) and ending July 31, 2019 the Company recognized revenue in accordance with ASC 606. In order to achieve the core principle of ASC 606, the Company applies the following steps with regard to recognition of revenue:

 

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when the Company satisfies a performance obligation.

 

During the period beginning with inception ( February 7, 2019) and ending July 31, 2019 the Company recognized revenue of $12,879. Revenue was generated by the providing of long term data storage services and data backup services to customers. All performance obligations required to be performed were performed within the period. All payments by customers were made within the period.

 

  25  

 

 

NOTE 2 .  RECENT ACCOUNTING PRONOUNCEMENTS 

 

In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 requires that equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are to be measured at fair value with changes in fair value recognized in net income. The Company has adopted ASU 2016-01 effective the fiscal year ending 2019. This guidance is not expected to have a material impact on the Company’s financial statements.

 

In May 2014, the FASB, in conjunction with the International Accounting Standards Board ("IASB"), issued ASU No. 2014-09, "Revenue from Contracts with Customers" (ASC 606), which supersedes the existing revenue recognition requirements under U.S. GAAP and eliminates industry-specific guidance. The new revenue recognition standard provides a five step analysis of transactions to determine when and how revenue is recognized. The new model requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company has adopted ASC 606 since inception ( February 7, 2019).

 

On February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases (Topic 842). The ASU requires organizations that lease assets, referred to as "lessees," to recognize on the consolidated statement of financial position the rights and obligations created by those leases. The ASU also requires disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. These disclosures include qualitative and quantitative requirements, providing additional information about the amounts recorded in the consolidated financial statements. The ASU on leases became effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company has not adopted the provisions of this ASU. This guidance is not expected to have a material impact on the Company’s financial statements.

 

In June 2018, the FASB issued ASU No. 2018-07, Compensation - Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with the accounting for employee share-based compensation. This ASU is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods, with early adoption permitted. We adopted the provisions of this ASU in the fiscal year ended 2019. This guidance is not expected to have a material impact on the Company’s financial statements.

 

NOTE 3.  GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has generated net losses of $1,573,483 during the period from February 7, 2019 (inception) through July 31, 2019. This condition raises substantial doubt about the Company's ability to continue as a going concern. Disregarding a one time noncash charge of $1,574,225 the Company generated net profit of only $742 during the period from February 7, 2019 (inception) through July 31, 2019. The Company's continuation as a going concern is dependent on its ability to meet its obligations and 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.

 

NOTE 4. ACQUISITION OF PINE HILLS, INC.

 

On July 31, 2019 the Company consummated the acquisition of 100% of the outstanding shares of Pine Hills , Inc. for consideration consisting of the following:

 

8,160,000,000 common shares of the Company issued to Heather Cassady, the sole shareholder of Pine Hills, Inc. (“Pine Hills Shareholder”)

 

  26  

 

 

The resignation of the sole officer and director of the Company, David R. Koos

 

The appointment of Heather Cassady as Chairman of the Company

 

The appointment of Timothy Foat to the positions of Chief Executive Officer of the Company, Chief Financial Officer of the Company, Secretary of the Company and Treasurer of the Company.

 

The cancellation by the Company of all outstanding shares of Series AA and Series AA Preferred stock of the Company.

 

The acquisition of Pine Hills, Inc. (“PHI”) was accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, the Company was treated as the “acquired” company for accounting purposes. This determination was primarily based on PHI’s equity holders having a majority of the voting power of the combined company, PHI. comprising the ongoing operations of the combined entity, PHI comprising a majority of the governing body of the combined company, and senior management selected by the former majority shareholder of PHI comprising the senior management of the combined company.

 

The following assets and liabilities of the Company were recognized in connection with the reverse merger as of July 31, 2019:

 

Assets:
Cash:   $ 340  
Accrued Interest Receivable:   $ 6,884  
Investment Securities with a Fair Value of $48,199
Liabilities:
Accounts Payable of $295.
Notes Payable of $67,392

 

The completion of the reverse merger resulted in the Company recognizing a one time noncash charge of $1,574,225 resulting from the aggregate of:

 

15, 616,865, 172 Common Shares of the Company recognized in the reverse merger at par value ($0.0001)

 

2,025,846 Preferred Shares of the Company recognized in the reverse merger at par value ($0.0001)

 

724,222 of the Series B Preferred Shares of the Company recognized in the reverse merger at par value ($0.0001)

 

a noncashcharge of $12,483 representing the net liabilities recognized in the reverse merger.

 

NOTE 5. ACCRUED INTEREST RECEIVABLE

 

Accrued Interest Receivable recognized in the reverse merger consists of $6,884 of interest earned but not received due to the Company by Regen Biopharma, Inc. and recognized in the reverse merger. Accrued Interest Receivable of $6,884 is due at the demand of the Company.

 

NOTE 6. NOTES PAYABLE

 

Notes Payable as of July 31, 2019 consist of the following:

 

David Koos   $ 18,992  
Blackbriar Partners   $ 48,400  
Total as of July 31, 2019   $ 67,392  

 

All Notes Payable are due at the demand of the Holder and bear no interest.

 

  27  

 

 

NOTE 7. SHAREHOLDER’S EQUITY

 

The stockholders' equity section of the Company contains the following classes of capital stock as of July 31, 2019:

 

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

 

2,025,760 Preferred Shares, par value $0.0001, issued and outstanding.

 

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times one (1).

 

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

 

0 Series AA Preferred Shares, par value $0.0001, issued and outstanding.

 

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,0000).

 

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

 

 0 Series AAA Preferred Shares, par value $0.0001, issued and outstanding. 

 

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AAA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AAA Preferred Stock owned by such holder times one hundred thousand (100,0000).

 

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AAA Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation. 

 

724,198 Series B Preferred Shares, Par Value $0.0001, issued and outstanding.

 

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series B Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times two (2).

 

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation. 

 

Non Voting Convertible Preferred Stock, $1.00 Par value, 200,000 shares authorized, 0 shares issued and outstanding

 

Each Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’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 written receipt by the corporation of the holder’s intent to convert.

 

  28  

 

 

“CLOSING PRICE" shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day as reported by Bloomberg Finance L.P.

 

“PRINCIPAL MARKET" shall mean the principal trading exchange or market for the corporation’s common stock.

 

“TRADING DAY” shall mean a day on which the Principal Market shall be open for business.

 

On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Non Voting Convertible Preferred shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

 

Common stock, $ 0.0001 par value; 16,000,000,000 shares authorized: 15,616,865,172 shares issued and outstanding.

 

With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Common Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Common Stock owned by such holder times one (1).

 

NOTE 8. RELATED PARTY TRANSACTIONS

 

During the period commencing from inception and ending July 31, 2019 a company controlled by the Company’s Chief Executive Officer made capital contributions of $630 to the Company.

 

The Company utilizes office space free of charge provided by a company controlled by the Company’s Chief Executive Officer.

 

NOTE 9. INVESTMENT SECURITIES

 

On July 31, 2019 the Company recognized 66,667 of the common shares of Entest Group, Inc. acquired in the reverse merger.

 

On July 31, 2019 the Company recognized 29076665 of the common shares of Regen Biopharma, Inc. acquired in the reverse merger.

 

On July 31, 2019 the Company recognized 2907665 of the Series A Preferred shares of Regen Biopharma, Inc. acquired in the reverse merger.

 

On July 31, 2019 the Company recognized 4,411 of the common shares of Zander Therapeutics, Inc. acquired in the reverse merger.

 

On July 31, 2019 the Company recognized 5,000 of the Series M Preferred Shares of Zander acquired in the reverse merger

 

On July 31, 2019 the Company recognized 8,333 of the Preferred Series B shares of of Entest Group, Inc. acquired in the reverse merger.

 

The abovementioned constitute the Company’s sole investment securities as of July 31, 2019.

  29  

 

 

As of July 31, 2019:

  66,667     Common Shares of Entest Group, Inc.
                   
  Basis       Fair Value       Change in Fair Value for the period from Inception (2/7/1019) to 7/31/2019  
$ 1,133     $ $1,133       0

 

  29076665     Common Shares of Regen Biopharma,  Inc.
                   
  Basis       Fair Value       Change in Fair Value for the period from Inception (2/7/1019) to 7/31/2019  
$ 17,446     $ $17,446       0

 

290766 5   Series A Preferred Shares of Regen Biopharma,  Inc.
                 
Basis       Fair Value       Change in Fair Value for the period from Inception (2/7/1019) to 7/31/2019  
$29,076     $ $29,076       0

 

  4411     Common Shares of Zander Therapeutics, Inc.  
                     
  Basis       Fair Value       Change in Fair Value for the period from Inception (2/7/1019) to 7/31/2019     
$ 254     $ $254       0  

 

5000     Series M Preferred Shares of Zander Therapeutics, Inc.
                 
Basis       Fair Value       Change in Fair Value for the period from Inception (2/7/1019) to 7/31/2019   
254     $ $289       0

 

833 3   Series B Preferred Shares of Entest Group,  Inc.
                 
Basis       Fair Value       Change in Fair Value for the period from Inception (2/7/1019) to 7/31/2019  
$0     $ $0       0

 

  30  

 

 NOTE 10. INCOME TAXES

 

As of July 31, 2019

 

Deferred tax assets:    
Net operating tax carry forwards   $ 6,587,950  
Other     -0-  
Gross deferred tax assets     6,587,950  
Valuation allowance     (6,587,950 )
Net deferred tax assets   $ -0-  

 

As of July31, 2019 the Company has a Deferred Tax Asset of $6,587,950 completely attributable to net operating loss carry forwards of approximately $31,371,191 acquired in the Reverse Merger.

 

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, if as a result of a stock transfer or a reorganization, a corporation undergoes an “ownership change,” Code Section 382 limits the corporation’s right to use its NOLs each year thereafter to an annual percentage of the fair market value of the corporation at the time of the ownership change (the “Section 382 Limitation”).

 

A corporation is considered to undergo “an ownership change” if, as a result of changes in the stock ownership by “5-percent shareholders” or as a result of certain reorganizations, the percentage of the corporation’s stock owned by those 5-percent shareholders increases by more than 50 percentage points over the lowest percentage of stock owned by those shareholders at any time during the prior three-year testing period. Five-percent shareholders are persons who hold 5% or more of the stock of a corporation at any time during the testing period as well as certain groups of shareholders (based typically on whether they acquired their shares in a single offering or exchange transaction) who are not individually 5-percent shareholders.

 

As the Company has undergone an “ownership change” as a result of the Reverse Merger and as the Company will require cash infusions in order to implement its business plan, and as it is probable, although not guaranteed, that such funding needs may be met through the sale of equity securities to “5-percent shareholders””, the Company recognized a valuation allowance equal to the deferred Tax Asset and the Company recorded a valuation allowance reducing all deferred tax assets to 0.

 

Income tax is calculated at the 21% Federal Corporate Rate.

 

  31  

 

 

NOTE 11. STOCK TRANSACTIONS

 

Common Shares

 

On May 6, 2016 the Company issued 287,138,354 of its Common Shares in satisfaction of $28,713 of convertible indebtedness.

 

On September 6, 2016 the Company issued 390,068,951 of its Common Shares in satisfaction of $39,006 of convertible indebtedness.

 

On September 21, 2016 the Company issued 419,124,717 of its Common Shares in satisfaction of $41,912 of convertible indebtedness.

 

On December 5, 2016 the Company issued 401275700 of its Common Shares in satisfaction of $40,140 of convertible indebtedness.

 

On July 18, 2019 the Company issued 500,000,000 of its Common Shares is satisfaction of $25,000of indebtedness.

 

On July 18, 2019 the Company issued 8,160,000,000 Common Shares in consideration of all issued and outstanding shares of Pine Hills, Inc.

 

Preferred Shares

On November 29, 2019 the Company issued 960,000 shares of its Series AAA Preferred Stock in satisfaction of $10,000 of indebtedness.

 

Cancellation of Preferred Shares

 

On July 26, 2019 1,000,000 of the issued and outstanding Series AAA Preferred shares of the Company were cancelled.

 

On July 26, 2018 94,852 of the issued and outstanding Series AA Preferred shares of the Company were cancelled.

 

NOTE 12. SUBSEQUENT EVENTS


Management has evaluated subsequent events through the date of issuance noting no material subsequent events to report.

  32  

 

 

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 

Not applicable

Item 15. Financial Statements and Exhibits.

Exhibit Index
3(i) Certificate of Incorporation
3(ii) Amendment to Certificate of Incorporation
3(iii) Amendment to Certificate of Incorporation
3(iv) Bylaws
3(v) Certificate of Designation Series B
3(vi) Certificate of Designation Series AA
3(vii) Certificate of Designation Series AAA
3(viii) Bylaws
10.1 Stock Purchase Agreement Purchase of Pine Hills Inc
10.2 Line of Credit Note Payable David Koos
10.3 Forgiveness Letter David Koos
10.4 Blackbriar Note 15000
10.5 Blackbriar Note 5000
10.6 Forgiveness Letter Blackbriar
4.1 Form of Certificate Common stock
14 Code of Ethics

 

  33  

 

  

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  Bio Matrix Scientific Group, Inc.
     
Date: October 9, 2019 By: /s/ Timothy Foat
  Name: Timothy Foat
  Title: Chief Financial Officer
     
  Bio Matrix Scientific Group, Inc.
     
Date: October 9, 2019 By: /s/ Timothy Foat
  Name: Timothy Foat
  Title: Chief Executive Officer
     
  Bio Matrix Scientific Group, Inc.
     
Date: October 9, 2019 By: /s/ Heather Cassady
  Name: Heather Cassady
  Title: Chairman of the Board of Directors

 

  34  

 

Exhibit 3(i)

CERTIFICATE OF INCORPORATION OF TASCO INTERNATIONAL, INC.

FIRST. The name of this corporation shall be: TASCO INTERNATIONAL, INC.

SECOND. It's registered office in the State of Delaware is to be located at 1013 Centre Road, in the City of Wilmington, County of New Castle, 19805, and its registered agent at such address is THE COMPANY CORPORATION.

THIRD. The purpose or purposes of the corporation shall be: To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH. The total number of shares of stock which this corporation is authorized to issue is: Eighty Million (80,000,000) shares with a par value of One Tenth of One Million ($0.0001) each, amounting to Eight Thousand Dollars ($8,000.00) are Common stock and Twenty Million (20,000,000) shares with a par value of One Tenth of One Million ($0.0001) each, amounting to Two Thousand Dollars (2,000.00) are Preferred Stock.

FIFTH. The name and mailing address of the incorporator is as follows: Chennell Mowbray The Company Corporation 1013 Centre Road Wilmington, DE 19805

SIXTH. The Board of Directors shall have the power to adopt, amend or repeal the by-laws.

IN WITNESS WHEREOF, The undersigned, being the incorporator hereinbefore named, has executed, signed and acknowledged this certificate of incorporation this sixth day of October, A.D. 1998.

By: /s/ Chennell Mowbray

Chennell Mowbray Incorporator

Exhibit 3(ii)

 

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

 

OF

 

TASCO HOLDINGS INTERNATIONAL, INC.

 

It is hereby certified that:

 

1. The certificate of incorporation of the corporation is hereby amended by striking out Articles One (1.) thereof and by substituting in lieu of said Article the following new Article:

 

“FIRST: The name of the Corporation shall be Bio-Matrix Scientific Group, Inc.

 

2. The certificate of incorporation of the corporation is hereby amended by striking out Articles Four (4.) thereof and by substituting in lieu of said Article the following new Article:

 

“FOURTH. The total number of shares os stock which this corporation is authorized to issue is:

 

One Hundred Million (100,000,000) shares of Common Stock with a par value of $0.0001 each; and Twenty Million (20,000,000) shares of Preferred Stock with a par value of $0.0001 each.”

 

3. The amendments of the certificate of incorporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Sections 228 and 242 of the General Corporation Law of the State of Delaware.

 

Signed on August 22, 2006

 

/s/ David Koos

Corporate Secretary

David R. Koos

 

Exhibit 3(iii)

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

 

The corporation organized and existing under and by virtue of the General Corporation law of the State of Delaware does hereby certify:

 

FIRST: That at a meeting of the Board of Directors of

 

Bio-Matrix Scientific Group, Inc.

 resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

 

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “Fourth” so that, as amended, said Article shall be and read as follows:

 

See Attachment

 

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment,

 

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 21th day of June. 2019.

 

  By:  /s/ David Koos
  Title:   Chairman & CEO
  Name:   David R. Koos

 

  1  

 

 

FOURTH. The total number of shares of stock which this corporation is authorized to issue is:

 

Sixteen Billion (16,000,000,000) shares of Common Stock with a par value of $0.0001 each; and Twenty Million (20,000,000) shares of Preferred Stock with a par value of $0.0001 each, Two Hundred Thousand (200,000) shares of Non Voting Preferred Stock with a par value of $1.00 each.

 

Non Voting Convertible Preferred Stock shall convert at the option of the holder into shares of the corporation’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 written receipt by the corporation of the holder’s intent to convert.

 

“CLOSING PRICE” shall mean the closing bid price for the corporation’s common stock on the Principal Market on a Trading Day as reporting by Bloomberg Finance L.P.

 

“PRINCIPAL MARKET” shall mean the principal trading exchange or market for the corporation’s common stock.

 

”TRADING DAY” shall mean a day on which the Principal Market shall be open for business.

 

The Common Stock authorized by this Certificate of Incorporation may be issued from time to time in one or more series. The Board of Directors of the Corporation shall have the fully authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of any series of the Common Stock that may be desired. Subject to the limitation on the total number of shares of Common Stock which the Corporation has authority to issue hereunder, the Board of Directors is also authorized to increase or decrease the number of shares of any series, subsequent to the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

 

The Preferred Stock authorized by this Certificate of Incorporation may b issued from time to time in one or more series. The Board of Directors of the Corporation shall have the full authority permitted by law to establish one or more series and the number of shares constituting each such series and to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of any series of the Preferred Stock that may be desired. Subject to the limitation on the total number of shares of Preferred Stock which the corporation has authority to issue hereunder, the Board of Directors is also authorized to increase or decrease the number of shares of any series, subsequent to the issued of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

 

  2  

 

 

EXHIBIT 3(iv)

BIO-MATRIX SCIENTIFIC GROUP, INC.
GENERAL BY-LAWS

AMENDED AND RESTATED AS OF

January 1, 2019

AMENDED AND RESTATED
BY-LAWS
OF
BIO-MATRIX SCIENTIFIC GROUP, INC.


ARTICLE I

OFFICES

     Section 1. Offices. The Corporation may  have offices at such  places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

     Section 1. Place of Meeting. Meetings of stockholders may be held at such place, either within or without the State of Delaware, as may be designated by the Board of Directors. If no designation is made, the place of the meeting shall be the principal office of the Corporation.

     Section 2. Annual Meeting. The annual meeting of the stockholders shall be held at such date and time as may be fixed by resolution of the Board of Directors.

     Section 3. Special Meetings. Special meetings of the stockholders may be called by the Chairman of the Board or a majority of the Board of Directors.

     Section 4. Notice. Written notice stating the date, time and place, if any, of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and in case of a special meeting, the purpose or purposes thereof, shall be given to each stockholder entitled to vote thereat not less than ten (10) nor more than sixty (60) days prior thereto, either personally or by mail, facsimile, telegraph or other means of electronic communication, addressed to each stockholder at his address as it appears on the records of the Corporation;  provided  that notices to stockholders who share an address may be given in the manner permitted by the General Corporation Law of the State of Delaware. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be by facsimile, telegram, or other means of electronic communication, such notice shall be deemed to be given at the time provided in the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by law. Meetings may be held without notice if all stockholders entitled to vote are present (unless any such stockholders are present for the purpose of objecting to the meeting as lawfully called or convened), or if notice is waived by those not present. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation otherwise provides) any special meeting of the stockholders may be canceled, by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.

     Section 5. Adjourned Meetings. The Chairman of the meeting or a majority of the voting power of the shares so represented may adjourn the meeting from time to time, whether or not there is a quorum. When a meeting is adjourned to another time or place, except as required by law, notice of the adjourned meeting need not be given if the time, place, if any, thereof and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment is taken, if the adjournment is for not more than thirty (30) days, and if no new record date is fixed for the adjourned meeting. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting.

     Section 6. Quorum. Except as otherwise required by law, the holders of shares representing a majority of the voting power of the Corporation entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business;  provided ,  however , that where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series shall constitute a quorum with respect to such vote. If a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If at such adjourned meeting, a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.

  1  

 

     Section 7. Voting. Except as otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to vote in person or by proxy each share of the class of capital stock having voting power held by such stockholder.

     Section 8. Procedure for Election of Directors; Required Vote. Election of directors at all meetings of the stockholders at which directors are to be elected shall be by ballot, and, subject to the rights of the holders of shares of Preferred Stock to elect directors under specified circumstances, a plurality of the votes cast thereat shall elect directors. Except as otherwise provided by law, the Certificate of Incorporation, or these By-Laws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders.

     Section 9. Inspectors of Elections; Opening and Closing the Polls. The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the Chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging the duties of an inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. The inspectors shall have the duties prescribed by law.

     The Chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

     Section 10. Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted

ARTICLE III

DIRECTORS

     Section 1. Number . The business and affairs of the Corporation shall be managed by the Board of Directors, the number thereof to be determined from time to time by resolution of the Board of Directors.

     Section 2. Resignation or Removal. Any director may at any time resign by delivering to the Board of Directors his resignation in writing. Any director or the entire Board of Directors may at any time be removed effective immediately, with or without cause, by the vote, either in person or represented by proxy, of a majority of the voting power of shares of stock issued and outstanding of the class or classes that elected such director and entitled to vote at a special meeting held for such purpose or by the written consent of a majority of the voting power of shares of stock issued and outstanding of the class or classes that elected such director.

     Section 3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the vote of a majority of the remaining directors elected by the stockholders who vote on such directorship, though less than a quorum, or a majority of the voting power of shares of such stock issued and outstanding and entitled to vote on such directorship at a special meeting held for such purpose or by the written consent of a majority of the voting power of shares of such stock issued and outstanding. The directors so chosen shall hold office until the next annual election and until their respective successors are duly elected. 

     Section 4. Regular Meetings. Regular meetings of the Board of Directors shall be held at such dates, times and places as may be designated by the Chairman of the Board, and shall be held at least once each year.

     Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board or a majority of the directors. The person or persons calling a special meeting of the Board of Directors may fix a place and time within or without the State of Delaware for holding such meeting.

     Section 6. Notice. Notice of any regular meeting or a special meeting shall be given to each director, either orally, by facsimile or other means of electronic communication or by hand delivery, addressed to each director at his address as it appears on the records of the Corporation. If notice be by facsimile or other means of electronic communication, such notice shall be deemed to be adequately delivered when the notice is transmitted at least twenty-four (24) hours before such meeting. If by telephone or by hand delivery, the notice shall be given at least twenty-four (24) hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Article IX of these By-Laws.

  2  

 

     Section 7. Quorum. At all meetings of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business and, unless otherwise provided in the Certificate of Incorporation or these By-Laws, the affirmative vote of a majority of the directors present at any meeting at which there is a quorum shall be an act of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to time, without notice, until a quorum shall be present. A director present at a meeting shall be counted in determining the presence of a quorum, regardless of whether a contract or transaction between the Corporation and any other corporation, partnership, association, or other organization in which such director is a director or officer or has a financial interest, is authorized or considered at such meeting.

     Section 8. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic communication and such written consent or consents and copies of such communication or communications are filed with the minutes of proceedings of the Board of Directors or committee.

     Section 9. Action by Conference Telephone. Members of the Board of Directors or any committee thereof may participate in a meeting of such Board of Directors or committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. 

     Section 10. Committees. The Board of Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

     Section 11. Compensation of Directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Members of committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

OFFICERS

     Section 1. Number . The officers of the Corporation shall consist of a Chief Executive Officer (the “CEO”) a President, a Secretary, a Treasurer, and such other officers and agents as may be deemed necessary by the Board of Directors. Any two (2) or more offices may be held by the same person.

     Section 2. Election and Term of Office. The officers of the Corporation shall be appointed  by the Board of Directors and shall serve  at the pleasure of the Board of Directors. Unless otherwise provided in the Certificate of Incorporation or these By-Laws, any officer appointed by the Board of Directors may be removed, with or without cause, at any time by the CEO or by the Board of Directors. Each officer shall hold his office until his successor is appointed or until his earlier resignation, removal from office, or death. All officers elected by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof. The Board or any committee thereof may from time to time elect, or the CEO may appoint, such other officers (including a President, a Chief Financial Officer and one or more Vice Presidents) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these By-Laws or as may be prescribed by the Board or such committee or by the CEO, as the case may be. 

     Section 3. The Chief Executive Officer.  The CEO shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incidental to his office. The CEO shall be empowered to sign all certificates, contracts and other instruments of the Corporation, and to do all acts that are authorized by the Board of Directors, and shall, in general, have such other duties and responsibilities as are assigned consistent with the authority of a Chief Executive Officer and Chairman of the Board of a corporation.

     Section 4. The President. The Board of Directors or the CEO may appoint a President to have such duties and responsibilities as from time to time may be assigned to him by the CEO or the Board of Directors. The President shall be empowered to sign all certificates, contracts and other instruments of the Corporation, and to do all acts which are authorized by the CEO or the Board of Directors, and shall, in general, have such other duties and responsibilities as are assigned consistent with the authority of a President of a corporation.

  3  

 

     Section 5. Chief Financial Officer. The Chief Financial Officer (if any) shall act in an executive financial capacity. He shall assist the CEO and the President in the general supervision of the Corporation’s financial policies and affairs. The Chief Financial Officer shall be empowered to sign all certificates, contracts and other instruments of the Corporation, and to do all acts which are authorized by the CEO or the Board of Directors, and shall, in general, have such other duties and responsibilities as are assigned consistent with the authority of a Chief Financial Officer of a corporation.

     Section 6. Vice Presidents. The Board of Directors or the CEO may from time to time name one or more Vice Presidents that may include the designation of Executive Vice Presidents and Senior Vice Presidents all of whom shall perform such duties as from time to time may be assigned to him by the CEO or the Board of Directors.

     Section 7. The Secretary. The Secretary shall keep the minutes of the proceedings of the meetings of the stockholders and of the Board of Directors (or, in the event of the absence of the Secretary from any such meeting, the Chairman of such meeting shall designate an officer of the Corporation to keep such minutes); the Secretary shall give, or cause to be given, all notices in accordance with the provisions of these By-Laws or as required by law, shall be custodian of the corporate records and of the seal of the Corporation, and, in general, shall perform such other duties as may from time to time be assigned by the CEO or the Board of Directors.

     Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, shall keep, or cause to be kept, correct and complete books and records of account, including full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, and in general shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the CEO or the Board of Directors. 

ARTICLE V

CERTIFICATES OF STOCK

     Section 1. Signature By Officers. Every holder of stock in the Corporation shall be entitled to have a certificate certifying the number of shares owned by the stockholder in the Corporation.

     Section 2. Facsimile Signatures. The signature of the Chairman, President, Vice President, Treasurer or Secretary may be a facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.

     Section 3. Lost Certificates. The Board of Directors may direct that new certificate(s) be issued by the Corporation to replace any certificate(s) alleged to have been lost or destroyed, upon its receipt of an affidavit of that fact by the person claiming the certificate(s) of stock to be lost or destroyed. When authorizing such issue of new certificate(s), the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate(s), or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate(s) alleged to have been lost or destroyed.

     Section 4. Transfer of Stock. Upon surrender to the Corporation or its transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

     Section 5. Closing of Transfer Books or Fixing of Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and, in the case of a meeting of stockholders, which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described;  provided ,  however , that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be fixed by the Board of Directors in accordance with Delaware Law.

  4  

 

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;  provided ,  however , that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting (including by telegram, cablegram or other electronic communication as permitted by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the General Corporation Law of the State of Delaware, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 10 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law of the State of Delaware with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

     Section 6. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner. Except as otherwise provided by law, the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person whether or not it shall have express or other notice thereof.

ARTICLE VI

CONTRACTS, CHECKS, AND DEPOSITS

     Section 1. Contracts. When the execution of any contract or other instrument has been authorized by the Board of Directors without specification of the executing officers, the CEO, the President, any Vice President, the Treasurer and the Secretary, may execute the same in the name of and on behalf of the Corporation and may affix the corporate seal thereto.

     Section 2. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. 

     Section 3. Accounts. Bank accounts of the Corporation shall be opened, and deposits made thereto, by such officers or other persons as the Board of Directors may from time to time designate.

ARTICLE VII

DIVIDENDS

     Section 1. Declaration of Dividends. Subject to the provisions, if any, of the Certificate of Incorporation, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or contractual rights, or in shares of the Corporation’s capital stock.

ARTICLE VIII

FISCAL YEAR

     The fiscal year end of the Corporation shall be July 31.

ARTICLE IX

WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by law, the Certificate of Incorporation or these By-Laws, a written waiver thereof, signed by the person or persons entitled to such notice, or a waiver by electronic communications by such person or persons whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be conducted at, nor the purpose of such meeting, need be specified in such waiver. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE X

SEAL

     The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

ARTICLE XI

AMENDMENTS

     Except as expressly provided otherwise by the General Corporation Law of the State of Delaware, the Certificate of Incorporation, or other provisions of these By-Laws, these By-Laws may be altered, amended or repealed and new By-Laws adopted at any regular or special meeting of the Board of Directors by an affirmative vote of a majority of all directors.

ARTICLE XII

INDEMNIFICATION

     Section 1. Indemnification. The Board of Directors may, in such cases or categories of cases as it deems appropriate, indemnify and hold harmless, or make provision for indemnifying and holding harmless, Members of the Board of Directors, officers, employees, and agents of the corporation, and persons who formerly held such positions, and the estates of any of them against any or all claims and liabilities (including reasonable legal fees and other expenses incurred in connection with such claims or liabilities) to which any such person shall have become subject by reason of his having held such a position or having allegedly taken or omitted to take any action in connection with such position.

If any provision or provisions of this By-Law shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this By-Law (including, without limitation, each portion of any paragraph of this By-Law containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this By-Law (including, without limitation, each such portion of any paragraph of this By-Law containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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Exhibit 3(v)

 

CERTIFICATE OF DESIGNATION

 

OF PREFERENCES, RIGHTS AND LIMITATIONS

 

OF

 

SERIES B PREFERRED STOCK

 

OF

 

BIO MATRIX SCIENTIFIC GROUP, INC.

 

a Delaware Corporation

 


PURSUANT TO SECTION 151 OF THE GENERAL

CORPORATION LAW OF THE STATE OF DELAWARE


 


 

The undersigned, DAVID R. KOOS, does hereby certify that:

 

1.     He is the President and Secretary of BIO MATRIX SCIENTIFIC GROUP, INC. a Delaware corporation (the “Corporation”).

 

2.     The Corporation is authorized to issue twenty million (20,000,000) shares of preferred stock.

 

3.     The following resolutions were duly adopted by the Board of Directors:

 

WHEREAS, the Certificate of Incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, comprised of twenty  million (20,000,000) shares, $.0001 par value, issuable from time to time in one or more series;

 

WHEREAS, the Board of Directors of the Corporation is authorized to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of any  unissued series of preferred stock that may be desired and the number of shares constituting any series and the designation thereof; and

 

WHEREAS, it is the desire of the Board of Directors of the Corporation, pursuant to its authority as aforesaid, to established a series of authorized preferred stock having a par value of $.0001 per share, which series shall be designated as “Series B Preferred Stock” and to fix the rights, preferences, restrictions and other matters relating to the such series of preferred stock as follows:

 

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby establish a series of authorized preferred stock having a par value of $.001 per share, which series shall consist of two million (2,000,000) shares and be designated as “Series B Preferred Stock,” and does hereby fix and determine the rights, references, restrictions and other matters relating to such series of preferred stock as follows:


  1  

 

 

1.     Designation. The series of preferred stock shall consist of one million (2,000,000) shares designated and known as “Series B Preferred Stock” (hereinafter referred to as “Series B Preferred Stock”). 

 

2.     Voting Rights. 

 

(a)    Voting. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series B Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series B Preferred Stock owned by such holder times two (2).

 

(b)    Class Vote. Except as otherwise required by law, holders of Common Stock, other series of Preferred issued by the Corporation,  and Series B Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

 

3.     Dividends. The holders of Series B Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Delaware Law, in its discretion, from funds legally available therefore

 

4.     Rights on Liquidation. On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series B Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

 

  

RESOLVED, FURTHER, that the President and the Secretary of the Corporation hereby are authorized and directed to prepare and file a Certificate of Designation of Preferences, rights and Limitations in accordance with the foregoing resolution and the provisions of Delaware law.

 

IN WITNESS WHEREOF, the undersigned have executed this Certificate this 21st day of April, 2008.

 

  /s/ David R. Koos
  DAVID R. KOOS, President
   
   
  /s/David R. Koos
  DAVID R. KOOS, Secretary

 

  2  

 

Exhibit 3(vi)

CERTIFICATE OF DESIGNATION

OF PREFERENCES, RIGHTS AND LIMITATIONS

OF

SERIES AA PREFERRED STOCK

OF

BIO MATRIX SCIENTIFIC GROUP, INC.

A Delaware Corporation


PURSUANT TO SECTION 151 OF THE GENERAL
CORPORATION LAW OF THE STATE OF DELAWARE


The undersigned, DAVID R. KOOS, does hereby certify that:

1.         He is the President and Secretary of BIO MATRIX SCIENTIFIC GROUP, INC. a Delaware corporation (the “Corporation”).

2.         The Corporation is authorized to issue twenty million (20,000,000) shares of preferred stock.

3.         The following resolutions were duly adopted by the Board of Directors:

WHEREAS, the Certificate of Incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, comprised of twenty  million (20,000,000) shares, $.0001 par value, issuable from time to time in one or more series;

WHEREAS, the Board of Directors of the Corporation is authorized to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications, privileges, limitations, restrictions, options, conversion rights and other special or relative rights of any unissued series of preferred stock that may be desired and the number of shares constituting any series and the designation thereof; and

WHEREAS, it is the desire of the Board of Directors of the Corporation, pursuant to its authority as aforesaid, to established a series of authorized preferred stock having a par value of $.0001 per share, which series shall be designated as “Series AA Preferred Stock” and to fix the rights, preferences, restrictions and other matters relating to the such series of preferred stock as follows:

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby establish a series of authorized preferred stock having a par value of $.0001 per share, which series shall consist of one hundred thousand (100,000) shares and be designated as “Series AA Preferred Stock,” and does hereby fix and determine the rights, references, restrictions and other matters relating to such series of preferred stock as follows:

  1  

 

1.         Designation. The series of preferred stock shall consist of one hundred thousand (100,000) shares designated and known as “Series AA Preferred Stock” (hereinafter referred to as “Series AA Preferred Stock”). 

2.         Voting Rights. 

(a)        Voting. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AA Preferred Stock owned by such holder times ten thousand (10,0000).

(b)        Class Vote. Except as otherwise required by law, holders of Common Stock, other series of Preferred issued by the Corporation,  and Series AA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

3.         Dividends. The holders of Series AA Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Delaware Law, in its discretion, from funds legally available therefore

4.         Rights on Liquidation. On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AA Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

RESOLVED, FURTHER, that the President and the Secretary of the Corporation hereby are authorized and directed to prepare and file a Certificate of Designation of Preferences, rights and Limitations in accordance with the foregoing resolution and the provisions of Delaware law.

IN WITNESS WHEREOF, the undersigned have executed this Certificate this 2nd day of July, 2008.

  /s/ David R.. Koos
  DAVID R. KOOS, President
   
   
  /s/ David R.. Koos
  DAVID R. KOOS, Secretary

 

  2  

 

 

EXHIBIT 3(vii)

 

CERTIFICATE OF DESIGNATION

 

OF PREFERENCES, RIGHTS AND LIMITATIONS

 

OF

 

SERIES AAA PREFERRED STOCK

 

OF

 

BIO-MATRIX SCIENTIFIC GROUP, INC.

 

A Delaware Corporation

 


PURSUANT TO SECTION 151 OF THE GENERAL

CORPORATION LAW OF THE STATE OF DELAWARE


 

The undersigned, DAVID R. KOOS, does hereby certify that:

 

1. He is the President and Secretary of BIO-MATRIX SCIENTIFIC GROUP, INC. A Delaware corporation (the “Corporation”).

 

2.The Corporation is authorized to issue twenty million (20,000,000) shares of preferred stock.

 

3.The following resolutions were duly adopted by the Board of Directors:

 

WHEREAS, the Certificate of Incorporation of the Corporation provides for a class of its authorized stock known as preferred stock, comprised of twenty  million (20,000,000) shares, $.0001 par value, issuable from time to time in one or more series;

 

WHEREAS, the Board of Directors of the Corporation is authorized to fix by resolution full or limited, multiple or fractional, or no voting rights, and such designations, preferences, qualifications,

privileges, limitations, restrictions, options, conversion rights and other special or relative rights of any  unissued series of preferred stock that may be desired and the number of shares constituting any series and the designation thereof; and

 

WHEREAS, it is the desire of the Board of Directors of the Corporation, pursuant to its authority as aforesaid, to established a series of authorized preferred stock having a par value of $.0001 per share, which series shall be designated as “Series AAA Preferred Stock” and to fix the rights, preferences, restrictions and other matters relating to the such series of preferred stock as follows:

 

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors does hereby establish a series of authorized preferred stock having a par value of $.0001 per share, which series shall consist of one million (1,000,000) shares and be designated as “Series AAA Preferred Stock,” and does hereby fix and determine the rights, references, restrictions and other matters relating to such series of preferred stock as follows:

 

1.Designation. The series of preferred stock shall consist of one million (1,000,000) shares designated and known as “Series AAA Preferred Stock” (hereinafter referred to as “Series AAA Preferred Stock”).

 

  1  

 

 

2.Voting Rights. 

 

(a)Voting. With respect to each matter submitted to a vote of stockholders of the Corporation, each holder of Series AAA Preferred Stock shall be entitled to cast that number of votes which is equivalent to the number of shares of Series AAA Preferred Stock owned by such holder times one hundred  thousand (100,0000).

(b)Class Vote. Except as otherwise required by law, holders of Common Stock, other series of Preferred issued by the Corporation,  and Series AAA Preferred Stock shall vote as a single class on all matters submitted to the stockholders.

 

3. Dividends. The holders of Series AAA Preferred Stock shall be entitled receive dividends, when, as and if declared by the Board of Directors in accordance with Delaware Law, in its discretion, from funds legally available therefore

 

4. Rights on Liquidation. On any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the Series AAA Preferred Stock shall receive, out of assets legally available for distribution to the Company's stockholders, a ratable share in the assets of the Corporation.

 
 

  

RESOLVED, FURTHER, that the President and the Secretary of the Corporation hereby are authorized and directed to prepare and file a Certificate of Designation of Preferences, rights and Limitations in accordance with the foregoing resolution and the provisions of Delaware law.

 

IN WITNESS WHEREOF, the undersigned have executed this Certificate this 30th day of April, 2013.

 

  /s/David R. Koos
  DAVID R. KOOS, President
   
   
  /s/David R. Koos
  DAVID R. KOOS, Secretary

 

  2  

 

EXHIBIT 3(viii)

BIO-MATRIX SCIENTIFIC GROUP, INC.
GENERAL BY-LAWS

AMENDED AND RESTATED AS OF

January 1, 2019

AMENDED AND RESTATED
BY-LAWS
OF
BIO-MATRIX SCIENTIFIC GROUP, INC.


ARTICLE I

OFFICES

     Section 1. Offices. The Corporation may  have offices at such  places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

STOCKHOLDERS

     Section 1. Place of Meeting. Meetings of stockholders may be held at such place, either within or without the State of Delaware, as may be designated by the Board of Directors. If no designation is made, the place of the meeting shall be the principal office of the Corporation.

     Section 2. Annual Meeting. The annual meeting of the stockholders shall be held at such date and time as may be fixed by resolution of the Board of Directors.

     Section 3. Special Meetings. Special meetings of the stockholders may be called by the Chairman of the Board or a majority of the Board of Directors.

     Section 4. Notice. Written notice stating the date, time and place, if any, of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and in case of a special meeting, the purpose or purposes thereof, shall be given to each stockholder entitled to vote thereat not less than ten (10) nor more than sixty (60) days prior thereto, either personally or by mail, facsimile, telegraph or other means of electronic communication, addressed to each stockholder at his address as it appears on the records of the Corporation;  provided  that notices to stockholders who share an address may be given in the manner permitted by the General Corporation Law of the State of Delaware. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be by facsimile, telegram, or other means of electronic communication, such notice shall be deemed to be given at the time provided in the General Corporation Law of the State of Delaware. Such further notice shall be given as may be required by law. Meetings may be held without notice if all stockholders entitled to vote are present (unless any such stockholders are present for the purpose of objecting to the meeting as lawfully called or convened), or if notice is waived by those not present. Any previously scheduled meeting of the stockholders may be postponed, and (unless the Certificate of Incorporation otherwise provides) any special meeting of the stockholders may be canceled, by resolution of the Board of Directors upon public notice given prior to the time previously scheduled for such meeting of stockholders.

     Section 5. Adjourned Meetings. The Chairman of the meeting or a majority of the voting power of the shares so represented may adjourn the meeting from time to time, whether or not there is a quorum. When a meeting is adjourned to another time or place, except as required by law, notice of the adjourned meeting need not be given if the time, place, if any, thereof and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, are announced at the meeting at which the adjournment is taken, if the adjournment is for not more than thirty (30) days, and if no new record date is fixed for the adjourned meeting. At the adjourned meeting the Corporation may transact any business that might have been transacted at the original meeting.

     Section 6. Quorum. Except as otherwise required by law, the holders of shares representing a majority of the voting power of the Corporation entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business;  provided ,  however , that where a separate vote by a class or series or classes or series is required, a majority of the outstanding shares of such class or series or classes or series shall constitute a quorum with respect to such vote. If a quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If at such adjourned meeting, a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified.

  1  

 

     Section 7. Voting. Except as otherwise provided in the Certificate of Incorporation, each stockholder shall at every meeting of the stockholders be entitled to vote in person or by proxy each share of the class of capital stock having voting power held by such stockholder.

     Section 8. Procedure for Election of Directors; Required Vote. Election of directors at all meetings of the stockholders at which directors are to be elected shall be by ballot, and, subject to the rights of the holders of shares of Preferred Stock to elect directors under specified circumstances, a plurality of the votes cast thereat shall elect directors. Except as otherwise provided by law, the Certificate of Incorporation, or these By-Laws, in all matters other than the election of directors, the affirmative vote of a majority of the voting power of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders.

     Section 9. Inspectors of Elections; Opening and Closing the Polls. The Board of Directors by resolution shall appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders, the Chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging the duties of an inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector’s ability. The inspectors shall have the duties prescribed by law.

     The Chairman of the meeting shall fix and announce at the meeting the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting.

     Section 10. Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the shares entitled to vote thereon were present and voted

ARTICLE III

DIRECTORS

     Section 1. Number . The business and affairs of the Corporation shall be managed by the Board of Directors, the number thereof to be determined from time to time by resolution of the Board of Directors.

     Section 2. Resignation or Removal. Any director may at any time resign by delivering to the Board of Directors his resignation in writing. Any director or the entire Board of Directors may at any time be removed effective immediately, with or without cause, by the vote, either in person or represented by proxy, of a majority of the voting power of shares of stock issued and outstanding of the class or classes that elected such director and entitled to vote at a special meeting held for such purpose or by the written consent of a majority of the voting power of shares of stock issued and outstanding of the class or classes that elected such director.

     Section 3. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the vote of a majority of the remaining directors elected by the stockholders who vote on such directorship, though less than a quorum, or a majority of the voting power of shares of such stock issued and outstanding and entitled to vote on such directorship at a special meeting held for such purpose or by the written consent of a majority of the voting power of shares of such stock issued and outstanding. The directors so chosen shall hold office until the next annual election and until their respective successors are duly elected. 

     Section 4. Regular Meetings. Regular meetings of the Board of Directors shall be held at such dates, times and places as may be designated by the Chairman of the Board, and shall be held at least once each year.

     Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board or a majority of the directors. The person or persons calling a special meeting of the Board of Directors may fix a place and time within or without the State of Delaware for holding such meeting.

     Section 6. Notice. Notice of any regular meeting or a special meeting shall be given to each director, either orally, by facsimile or other means of electronic communication or by hand delivery, addressed to each director at his address as it appears on the records of the Corporation. If notice be by facsimile or other means of electronic communication, such notice shall be deemed to be adequately delivered when the notice is transmitted at least twenty-four (24) hours before such meeting. If by telephone or by hand delivery, the notice shall be given at least twenty-four (24) hours prior to the time set for the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting. A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Article IX of these By-Laws.

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     Section 7. Quorum. At all meetings of the Board of Directors, a majority of the total number of directors shall constitute a quorum for the transaction of business and, unless otherwise provided in the Certificate of Incorporation or these By-Laws, the affirmative vote of a majority of the directors present at any meeting at which there is a quorum shall be an act of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to time, without notice, until a quorum shall be present. A director present at a meeting shall be counted in determining the presence of a quorum, regardless of whether a contract or transaction between the Corporation and any other corporation, partnership, association, or other organization in which such director is a director or officer or has a financial interest, is authorized or considered at such meeting.

     Section 8. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic communication and such written consent or consents and copies of such communication or communications are filed with the minutes of proceedings of the Board of Directors or committee.

     Section 9. Action by Conference Telephone. Members of the Board of Directors or any committee thereof may participate in a meeting of such Board of Directors or committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. 

     Section 10. Committees. The Board of Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and any alternate member in his place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.

     Section 11. Compensation of Directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore. Members of committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

OFFICERS

     Section 1. Number . The officers of the Corporation shall consist of a Chief Executive Officer (the “CEO”) a President, a Secretary, a Treasurer, and such other officers and agents as may be deemed necessary by the Board of Directors. Any two (2) or more offices may be held by the same person.

     Section 2. Election and Term of Office. The officers of the Corporation shall be appointed  by the Board of Directors and shall serve  at the pleasure of the Board of Directors. Unless otherwise provided in the Certificate of Incorporation or these By-Laws, any officer appointed by the Board of Directors may be removed, with or without cause, at any time by the CEO or by the Board of Directors. Each officer shall hold his office until his successor is appointed or until his earlier resignation, removal from office, or death. All officers elected by the Board of Directors shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article IV. Such officers shall also have such powers and duties as from time to time may be conferred by the Board of Directors or by any committee thereof. The Board or any committee thereof may from time to time elect, or the CEO may appoint, such other officers (including a President, a Chief Financial Officer and one or more Vice Presidents) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these By-Laws or as may be prescribed by the Board or such committee or by the CEO, as the case may be. 

     Section 3. The Chief Executive Officer.  The CEO shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incidental to his office. The CEO shall be empowered to sign all certificates, contracts and other instruments of the Corporation, and to do all acts that are authorized by the Board of Directors, and shall, in general, have such other duties and responsibilities as are assigned consistent with the authority of a Chief Executive Officer and Chairman of the Board of a corporation.

     Section 4. The President. The Board of Directors or the CEO may appoint a President to have such duties and responsibilities as from time to time may be assigned to him by the CEO or the Board of Directors. The President shall be empowered to sign all certificates, contracts and other instruments of the Corporation, and to do all acts which are authorized by the CEO or the Board of Directors, and shall, in general, have such other duties and responsibilities as are assigned consistent with the authority of a President of a corporation.

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     Section 5. Chief Financial Officer. The Chief Financial Officer (if any) shall act in an executive financial capacity. He shall assist the CEO and the President in the general supervision of the Corporation’s financial policies and affairs. The Chief Financial Officer shall be empowered to sign all certificates, contracts and other instruments of the Corporation, and to do all acts which are authorized by the CEO or the Board of Directors, and shall, in general, have such other duties and responsibilities as are assigned consistent with the authority of a Chief Financial Officer of a corporation.

     Section 6. Vice Presidents. The Board of Directors or the CEO may from time to time name one or more Vice Presidents that may include the designation of Executive Vice Presidents and Senior Vice Presidents all of whom shall perform such duties as from time to time may be assigned to him by the CEO or the Board of Directors.

     Section 7. The Secretary. The Secretary shall keep the minutes of the proceedings of the meetings of the stockholders and of the Board of Directors (or, in the event of the absence of the Secretary from any such meeting, the Chairman of such meeting shall designate an officer of the Corporation to keep such minutes); the Secretary shall give, or cause to be given, all notices in accordance with the provisions of these By-Laws or as required by law, shall be custodian of the corporate records and of the seal of the Corporation, and, in general, shall perform such other duties as may from time to time be assigned by the CEO or the Board of Directors.

     Section 8. Treasurer. The Treasurer shall have the custody of the corporate funds and securities, shall keep, or cause to be kept, correct and complete books and records of account, including full and accurate accounts of receipts and disbursements in books belonging to the Corporation, shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors, and in general shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the CEO or the Board of Directors. 

ARTICLE V

CERTIFICATES OF STOCK

     Section 1. Signature By Officers. Every holder of stock in the Corporation shall be entitled to have a certificate certifying the number of shares owned by the stockholder in the Corporation.

     Section 2. Facsimile Signatures. The signature of the Chairman, President, Vice President, Treasurer or Secretary may be a facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.

     Section 3. Lost Certificates. The Board of Directors may direct that new certificate(s) be issued by the Corporation to replace any certificate(s) alleged to have been lost or destroyed, upon its receipt of an affidavit of that fact by the person claiming the certificate(s) of stock to be lost or destroyed. When authorizing such issue of new certificate(s), the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate(s), or such owner’s legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate(s) alleged to have been lost or destroyed.

     Section 4. Transfer of Stock. Upon surrender to the Corporation or its transfer agent of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

     Section 5. Closing of Transfer Books or Fixing of Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders, or to receive payment of any dividend or other distribution or allotment of any rights or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date on which the resolution fixing the record date is adopted and, in the case of a meeting of stockholders, which record date shall not be more than sixty (60) nor less than ten (10) days before the date of any meeting of stockholders, nor more than sixty (60) days prior to the time for such other action as hereinbefore described;  provided ,  however , that if no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held, and, for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of rights or to exercise any rights of change, conversion or exchange of stock or for any other purpose, the record date shall be fixed by the Board of Directors in accordance with Delaware Law.

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A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting;  provided ,  however , that the Board of Directors may fix a new record date for the adjourned meeting.

In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting (including by telegram, cablegram or other electronic communication as permitted by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten (10) days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the General Corporation Law of the State of Delaware, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 10 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the General Corporation Law of the State of Delaware with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

     Section 6. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner. Except as otherwise provided by law, the Corporation shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person whether or not it shall have express or other notice thereof.

ARTICLE VI

CONTRACTS, CHECKS, AND DEPOSITS

     Section 1. Contracts. When the execution of any contract or other instrument has been authorized by the Board of Directors without specification of the executing officers, the CEO, the President, any Vice President, the Treasurer and the Secretary, may execute the same in the name of and on behalf of the Corporation and may affix the corporate seal thereto.

     Section 2. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. 

     Section 3. Accounts. Bank accounts of the Corporation shall be opened, and deposits made thereto, by such officers or other persons as the Board of Directors may from time to time designate.

ARTICLE VII

DIVIDENDS

     Section 1. Declaration of Dividends. Subject to the provisions, if any, of the Certificate of Incorporation, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or contractual rights, or in shares of the Corporation’s capital stock.

ARTICLE VIII

FISCAL YEAR

     The fiscal year end of the Corporation shall be July 31.

ARTICLE IX

WAIVER OF NOTICE

     Whenever any notice whatever is required to be given by law, the Certificate of Incorporation or these By-Laws, a written waiver thereof, signed by the person or persons entitled to such notice, or a waiver by electronic communications by such person or persons whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be conducted at, nor the purpose of such meeting, need be specified in such waiver. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

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ARTICLE X

SEAL

     The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

ARTICLE XI

AMENDMENTS

     Except as expressly provided otherwise by the General Corporation Law of the State of Delaware, the Certificate of Incorporation, or other provisions of these By-Laws, these By-Laws may be altered, amended or repealed and new By-Laws adopted at any regular or special meeting of the Board of Directors by an affirmative vote of a majority of all directors.

ARTICLE XII

INDEMNIFICATION

     Section 1. Indemnification. The Board of Directors may, in such cases or categories of cases as it deems appropriate, indemnify and hold harmless, or make provision for indemnifying and holding harmless, Members of the Board of Directors, officers, employees, and agents of the corporation, and persons who formerly held such positions, and the estates of any of them against any or all claims and liabilities (including reasonable legal fees and other expenses incurred in connection with such claims or liabilities) to which any such person shall have become subject by reason of his having held such a position or having allegedly taken or omitted to take any action in connection with such position.

If any provision or provisions of this By-Law shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (1) the validity, legality and enforceability of the remaining provisions of this By-Law (including, without limitation, each portion of any paragraph of this By-Law containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (2) to the fullest extent possible, the provisions of this By-Law (including, without limitation, each such portion of any paragraph of this By-Law containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

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Exhibit 4.1

 

 

EXHIBIT 10.1

STOCK PURCHASE AGREEMENT 

THIS STOCK PURCHASE AGREEMENT (the "Agreement") is entered into and is effective on this I 8 th day of June, 2019 by and between Bio-Matrix Scientific Group, Inc. (the "Buyer"), a Delaware corporation with principal address at 4700 Spring Street, Suite 304, La Mesa, California, 91942 and Heather Cassady, (the "Seller") the owner of 1,000 common shares of Pine Hills Inc. ("Shares"). The Shares represent 100% of the issued and outstanding shares of Pine Hills Inc. As used in this Agreement, the term, "Parties" shall refer to the Buyer and the Sellers jointly.

WHEREAS:

A. Seller desires to sell and transfer to Buyer, the Shares for a total purchase price of 8,160,000,000 common shares of the Buyer ("Purchase Price").
B. The Buyer desires to purchase the Shares for the Purchase Price.
C. The Parties have completed their negotiations and subject to the terms and conditions set forth herein, hereby enter into this Agreement.

THERFORE, IT IS AGREED AS FOLLOWS:

1. CONDITIONS PRECEDENT

 

(a) Prior to the Closing Date (i) a resolution shall be duly adopted by the Buyer's Board of Directors, electing the Sellers' nominees to the Buyer's Board of Directors, (ii) the Buyer's sole officer and director shall tender his resignation from such position and (ii) a resolution shall be duly adopted appointing Heather Cassady as President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Buyer as of July 22, 2019.
(b) The holders of 90,000 of the Series AA Preferred shares of the Buyer shall have submitted those shares to the Buyer for cancellation and such shares shall have been cancelled by the Buyer.
(c) The holders of 1,000,000 of the Series AAA Preferred shares of the Buyer shall have submitted those shares to the Buyer for cancellation and such shares shall have been cancelled by the Buyer.

2. CLOSING DATE.

 

(a) The closing of this Transaction (the "Closing") shall take place as soon as practicable subsequent to I (a) and 1 (b) of this Agreement at the offices of the Buyer or such other date as the Parties may mutually determine (the "Closing Date"). It is the intent of the parties that the Sellers shall assume control of Buyer immediately at the Closing.

3. REPRESENTATIONS OF THE BUYER.

 

(a) Organization of the Buyer and Capital Stock. The Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Buyer is not in default under or in violation of any provision of its articles of incorporation or bylaws. The capital stock of Buyer is and will be at Closing as follows (except for 8,160,000,000 common shares issued to Sellers in payment of the Purchase Price):

 

Buyer has 16,000,000,000 shares of its Common Stock authorized (par value $0.0001) of which 6,919,595,964 shares are issued and outstanding, 20,000,000 shares of its Preferred Stock (par value

$0.001) authorized of which 2,754,633 shares are issued and outstanding, and 200,000 shares of its nonvoting Convertible Preferred Stock authorized of which O shares are issued and outstanding. Buyer's stockholders have not approved or ratified any amendment to Buyer's Certificate of incorporation or Bylaws subsequent to the date of this Agreement. Buyer has not entered into any agreement, commitment, or understanding, oral or written, which would cause Buyer to have any obligation to issue any additional shares of its capital stock or which would result in the issuance of additional shares of Buyer's capital stock.

(b) Authorization of Transaction. The Buyer has full power and authority (including full corporate power and authority) to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Buyer, enforceable in accordance with its terms and conditions. The Buyer need not give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to consummate this Transaction. All Series AA shares of Preferred Stock of the Buyer to be cancelled pursuant to this Agreement shall be delivered to the Buyer by the stockholders free from any claims and interests of any third parties and said shares may be cancelled by the Buyer without Buyer incurring any liabilities to any third party.

4. REPRESENTATIONS OF SELLERS

(a) Sellers are the lawful, record and beneficial owner of all of the Shares, free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever. The sale, conveyance, assignment, and transfer of the Shares in accordance with the terms of this Agreement transfers to Buyer legal and valid title to the Shares, free and clear of all liens, security interests, hypothecations or pledges.
(b) Pine Hills Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Wyoming. Pine Hills Inc. is not in default under or in violation of any provision of its articles of incorporation or bylaws.

 

5. NO REGISTRATION

 

The common shares of the Buyer constituting the Purchase Price shall not be registered under the Securities Act of 1933, as amended ( "The Act") or the securities laws of any state. The common shares of the Buyer when issued shall bear the following or a substantially similar Legend.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, ASSIGNED, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR SUCH LAWS AND, IF REQUESTED BY THE COMPANY, UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE PROPOSED TRANSFER IS EXEMPT FROM THE ACT OR SUCH LAWS.

6.    GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of California as if this Agreement were fully performed and all obligations recited herein were undertaken solely within the State of California without giving effect to any choice or conflict of Law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of California. Any dispute or claims made under this Agreement or any attempt to enforce the terms of this Agreement shall be resolved in the courts of California.

7.  VENUE. The Parties irrevocably consent to the exclusive jurisdiction and venue of any court within Santa Diego County, State of California, in connection with any matter based upon or arising out of this Warrant or the matters contemplated herein, and agrees that process may be served upon them in any manner authorized by the laws of the State of California for such persons.

8. NOTICES. All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two (2) business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

 

To Sellers:

Heather Cassady, CEO and Director Pine Hills, Inc.

1204 Tangerine Street El Cajon, CA 92021 

To Buyer:

ATT: David R. Koos

Chief Executive Officer

BIO-MATRIX SCIENTIFIC GROUP, INC.

4700 Spring Street, Suite 304, La Mesa, California, 91942

9. AMENDMENTS AND WAIVERS. No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Buyer and the Seller. No waiver by any party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

10.  This Agreement contains the entire agreement between the Parties to this Agreement relating to the transactions contemplated hereby, and supersedes any and all prior agreements, understandings, representations, and statements between the Parties, whether oral or written, and whether by a Party or such Party's legal counsel. The Parties are entering into this Agreement based solely on the representations and warranties herein and not based on any promises, representations, and/or warranties not found herein.

11. EXPENSES. Each Party will bear his or its own costs and expenses (including, but not limited to, legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

 

12.  SUCCESSION AND ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the Buyer and the Sellers.

13.  SPECIFIC PERFORMANCE. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of a material breach of this Agreement. Accordingly, each of the parties agrees that the other parties shall be entitled to an injunction or injunctions to prevent breaches of the aforementioned provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which they may be entitled, at law or in equity.

14.   SEVERABILITY. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

15.  TERMINATION. This Agreement may be terminated upon the written consent of all Parties and shall automatically terminate in the event a Closing shall not have occurred by July 31, 2019.

16. ALLOCATION OF PURCHASE PRICE8

 

,160,000,000 common shares of the Buyer to Heather Cassady

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

 

BUYER:

By:/s/David R. Koos

Name: David R. Koos

Its: Chairman & CEO

 

SELLER:

/s/Heather Cassady

Name: Heather Cassady

Exhibit 10.2

 

LINE OF CREDIT PROMISSORY NOTE

 

$500,000

Date: October 1, 2008

 

FOR VALUE RECEIVED, Bio Matrix Scientific Group, Inc., ("Borrower") promises to pay to the order of David Koos. ("Lender"), a Nevada Corporation, the principal sum of Five Hundred Thousand Dollars ($500,000), or so much thereof as may be disbursed to, or for the benefit of the Borrower by Lender in Lender's sole and absolute discretion. It is the intent of the Borrower and Lender hereunder to create a line of credit agreement between Borrower and Lender whereby Borrower may borrow up to

$500,000 from Lender. This agreement shall also be the terms and conditions of any and all borrowed amounts outstanding as of this date.

 

INJEREST & PRINCIPAL: The unpaid principal of this line of credit shall bear simple interest at the rate of fifteen percent (15%) per annum. Interest shall be calculated based on the principal balance as may be adjusted from time to time to reflect additional advances or payments made hereunder. Principal balance and accrued interest shall become due and payable in whole or in part at the demand of the Lender.

 

REPRESENTATIONS AND WARRANTIES OF BORROWER

 

Borrower (a) is a corporation duly formed, validly existing and in good standing under the laws of the State of Delaware and (b) has all requisite power and authority, and has all governmental licenses, authorizations, consents and approvals necessary to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement.

 

None of the execution, delivery and performance of this Agreement by Borrower, or the consummation of the transactions contemplated hereby and thereby (a) constitute or will constitute a violation of the organizational documents of Borrower, (b) constitutes or will constitute a breach or violation of, or a default (or an event which, with notice or lapse of time or both, would constitute such a default) under, any indenture, mortgage, deed of Borrower, loan agreement, lease or other agreement or instrument to which Borrower is a party or by which Borrower or any of its properties may be bound

 

BBORROWER:

 

By: /s/ David Koos

Chairman and CEO Bio Matrix Scientific Group, Inc.

Exhibit 10.3

 

To: Bio-Matrix Scientific Group, Inc.

From: David R Koos

Date: Nov 1, 2016

 

I hereby forgive all accrued interest on amounts lent by me to Bio-Matrix Scientific Group, Inc. I may lend further amounts at my discretion (“Further Amounts”). Further Amounts shall accrue no interest and shall be payable upon my demand.

 

Sincerely,

 

/s/ David Koos

David R. Koos 

 

Exhibit 10.4

PROMISSORY NOTE ("NOTE"} -10% SIMPLE INTEREST

 

 

$15,000.00

July 25, 2016

 

 

For VALUE RECEIVED, Bio Matrix Scientific Group, Inc. ("Borrower") promises to pay to Blackbriar Partners Inc. ("Lender") the principal sum of Fifteen Thousand Dollars ($15,000.00) with accrued simple interest at the rate of 10% percent per annum on the balance. The said principal and accrued interest shall be payable in lawful money of the United States of America on July 25, 2017. This Note may be prepaid in whole or in part at any time without premium or penalty. The Borrower hereby waives any notice of the transfer of this Note by the Lender or by any subsequent holder of this Note, agrees to remain bound by the terms of this Note subsequent to any transfer, and agrees that the terms of this Note may be fully enforced by any subsequent holder of this Note. All terms and conditions of this Note shall be interpreted under the laws of the state of California and venue shall be the state of California.

 

 

Bio Matrix Scientific Group, Inc.

 

/s/ David Koos

David R. Koos

Chairman & CEO 

 

 

Accepted By:

 

Blackbriar Partners

 

/s/ David Koos 

David R. Koos

Chairman & CEO

 

 

Exhibit 10_5

PROMISSORY NOTE ("NOTE”) - 10% SIMPLE INTEREST

 

 

$5,000.00

April 8, 2016

 

For VALUE RECEIVED, Bio Matrix Scientific Group, Inc. ("Borrower") promises to pay to Blackbriar Partners, Inc. ("Lender") the principal sum of Five Thousand Dollars [$5,000] with accrued simple interest at the rate of 10% percent per annum on the balance.

 

Principal and accrued interest shall be due and payable to the Lender on April 81 2017

 

The said principal and accrued interest shall be payable in lawful money of the United States of America. This Note may be prepaid in whole or in part at any time without premium or penalty. The Borrower hereby waives any notice of the transfer of this Note by the Lender or by any subsequent holder of this Note, agrees to remain bound by the terms of this Note subsequent to any transfer, and agrees that the terms of this Note may be fully enforced by any subsequent holder of this Note. All terms and conditions of this Note shall be interpreted under the laws of the state of California and venue shall be the state of California.

 

Prepayment of principal and/or interest in whole or in part by Borrower is permitted.

 

Bio Matrix Scientific Group, inc.

 

/s/ David Koos

By: David R. Koos

Its: Chairman & CEO

 

 

Accepted By:

 

Blackbriar Partners, Inc.

 

/s/ David Koos

By: David R. Koos

Its: Chairman & CEO

Exhibit 10.6

 

To: Bio-Matrix Scientific Group, Inc.

From: Blackbriar Partners

Date: Nov 1, 2016

 

Blackbriar Partners (“BB”) hereby forgives all accrued interest on amounts lent by BB to Bio-Matrix Scientific Group, Inc. BB may lend further amounts at my discretion (“Further Amounts”). Further Amounts shall accrue no interest and shall be playable upon BB’s demand.

 

Sincerely,

 

/s/ David Koos

David R. Koos

Chairman & CEO

Blackbriar Partners Inc.

Exhibit 14

 

POLICY ON ETHICS AND BUSINESS CONDUCT

Tasco Holdings International, Inc. is committed to always doing the right thing. This is why we have an ethics and compliance program and why we publish this Code of Ethics. The Code is specifically designated to be a part of an effective program to prevent and detect violations of law and moral values. 

The values embodied by the Tasco Holdings International, Inc. Code of Ethics are meant to guide the business decisions of the Company.

This Code of Ethics will apply to all officers, directors, and employees of the Company.

Code Of Ethics

1. We will always be honest and truthful.
2. We will adhere to the letter and spirit of all applicable laws, rules, and regulations.
3. We will handle all actual and apparent conflicts of interest between personal and professional dealings in an ethical manner.
4. All public filings will contain full, fair, accurate, timely, and understandable disclosure.
5. All public communications will include full, fair, accurate, timely, and understandable disclosure.
6. All employees will promptly report to the Board of Directors any violations of this Code.
7. All employees will be held accountable for adherence to this Code. We will protect employees who report violations of this Code from unfair and undue repercussion by those accused.
8. We will promote and sustain a work environment that fosters mutual respect, openness, and individual integrity.
9. We will provide high quality products and services.