CERTAIN FORWARD-LOOKING INFORMATION

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

As of January 31, 2020 we had cash of $999 and as of July 31, 2019 we had cash of $1,722. The decrease in Cash of approximately 42% is primarily attributable to incurrence of an operating loss of $27,603 recognized by the Company during the six months ended January 31,2020 offset by borrowings incurred by the Company of $27,175 during the same period.

As of January 31, 2020 we had accrued interest receivable of $0 and as of July 31, 2020 we had Accrued Interest Receivable of $6,884.

The decrease of 100% is primarily attributable to a reserve of 100% having been established with regards to interest accrued but not yet paid to Bio- Matrix Scientific Group, Inc. by Regen Biopharma, Inc. This reserve was established by the Company because of the following:

(i) During the quarter ended January 31, 2020 Regen Biopharma, Inc. disclosed


     that on December 13, 2019 a complaint was filed in the Superior Court of
     California, County of San Diego against Regen Biopharma, Inc. alleging Breach
     of Contract, Unfair Business Practices under the California Business and
     Professions Code, and Bad Faith Denial of a Contract. The action arises from
     approximately $1.2 million dollars of unpaid invoices due and payable to the
     Plaintiff. The Plaintiff is also seeking a declaration from the court that
     the Plaintiff retains full and complete ownership, title, use, and all rights
     without any limits to the work, tangible property, intellectual property, and
     any other product or by-product of the work performed by Plaintiff for Regen
     Biopharma, Inc.

(ii) Regen Biopharma, Inc. a publicly traded corporation, has failed to file its


      most recent annual and interim reports under the Securities and Exchange Act
      of 1934, as amended, with the US Securities and Exchange Commission. Due to
      this failure the Company cannot examine the financial statements of the
      debtor and therefore is unable to make a determination regarding Regen
      Biopharma, Inc.'s financial prospects, capital raising activities and
      probable ability to pay. As of the quarter ended June 30, 2019 (the period
      of last quarterly report filed by Regen pursuant to the Securities and
      Exchange Act of 1934, as amended) Regen has cash of only $1,812 and had yet
      to achieve revenues or profits.


  16

As of January 31, 2020 we had investment securities of $12,983 and as of July 31, 2019 we had investment securities of $48,199.

The decrease in investment securities of approximately 73% is attributable to the revaluation as of January 31, 2020 of equity securities owned by the Company.

As of January 31, 2020 we had Accounts Payable of $0 and as of July 31, 2019 we had Accounts Payable of $295.

The decrease in Accounts Payable is attributable to payment of outstanding amounts due by the Company during the six months ended January 31, 2020.

As of January 31, 2020 we had total Notes Payable of $94,567 and as of July 31, 2019 we had total Notes Payable of $67,392.

The increase in Notes Payable of approximately 25.34% is attributable to

(a)$17,300 in principal borrowings incurred during the quarter ended October31, 2019.

(b) $9,875 in principal borrowings incurred during the quarter ended January 31, 2020.

As of January 31, 2020 we had accrued interest payable of $820 as opposed to accrued interest payable of $0 as of July 31, 2019.

Accrued interest payable of $820 is attributable to interest recognized but not yet paid on $27,175 in principal borrowings incurred during the six months ended January 31, 2020.

During the quarter ended January 31, 2020 the Company had revenues of $6,482 and incurred an operating loss of $9,854. Revenues recognized during the quarter of $6,482 were attributable to fees collected for the providing of long term data and document storage services. The Company is unaware of any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the Company's liquidity increasing or decreasing in any material way. From inception to the date of this document sources of liquidity for our operating subsidiary have primarily been revenues from operations.

During the quarter ended January 31,2020 the Company also recognized $27,447 of Other Expenses consisting of interest expense, Bad Debt expense and the recognition of a change in the Fair Value of securities owned by the Company.

The Company recognized a Net Loss for the quarter ended January 31, 2020 of $37,301

During the six months ended January 31, 2020 the Company had revenues of $15,875 and incurred an operating loss of $27,603. Revenues recognized during the six months of $15,875 were attributable to fees collected for the providing of long term data and document storage services. The Company is unaware of any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the Company's liquidity increasing or decreasing in any material way. From inception to the date of this document sources of liquidity for our operating subsidiary have primarily been revenues from operations.





  17

During the six months ended January 31,2020 the Company also recognized $42,920 of Other Expenses consisting of interest expense, Bad Debt expense and the recognition of a change in the Fair Value of securities owned by the Company.

The Company recognized a Net Loss for the six months ended January 31, 2020 of $70,523

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

The Company is unaware of any known trends or uncertainties that have had or that the registrant reasonably expects will have a material favorable or unfavorable impact on net sales or revenues or income from continuing operations. For the quarters ended October 31, 2019 and January 31, 2020 inflation and changing prices have not had a material impact on the Company's net sales and revenues and on income from continuing operations.

As of January 31, 2020 we had $999 in cash on hand and current liabilities of $95,387 such liabilities consisting of Notes Payable and Accrued Interest Expenses. We feel we will not be able to satisfy our cash requirements over the next twelve months and shall be required to seek additional financing.

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 February 20, 2020 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.

As of February 20, 2020 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.

© Edgar Online, source Glimpses