FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Witherill Michael J
2. Issuer Name and Ticker or Trading Symbol

Bio-Matrix Scientific Group, Inc. [ BMSN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Vice Chairman and President
(Last)          (First)          (Middle)

1206 E WARNER ROAD, SUITE 101-B
3. Date of Earliest Transaction (MM/DD/YYYY)

4/13/2020
(Street)

GILBERT, AZ 85296
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 4/13/2020  P  31265982 (1)A (2)33448100 (3)I By Debbie Rasmussen 
Common Stock 4/13/2020  P  11000000 (4)A (5)44448100 I By Blue Scout Enterprises LLC 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) These shares are held by Mr. Witherill's wife, Debbie Rasmussen. Mr. Witherill disclaims beneficial ownership of the 31,265,982 shares owned by Ms. Rasmussen, and this report cannot be deemed an admission that Mr. Witherill is the beneficial owner of those securities for purposes of Section 16 or for any other purpose.
(2) Debbie Rasmussen, as the reporting person, acquired 31,265,983 shares in exchange for units owned by the reporting person in the issuer's subsidiary Rivulet Films, LLC, as part of a merger. The merger agreement, which closed on April 13, 2020, placed a value on issuers common stock of $0.11 per share the closing price on that date.
(3) These shares are held by Mr. Witherill's wife, Debbie Rasmussen. Mr. Witherill disclaims beneficial ownership of the 33,448,100 shares owned by Ms. Rasmussen, and this report cannot be deemed an admission that Mr. Witherill is the beneficial owner of those securities for purposes of Section 16 or for any other purpose.
(4) These shares are held by Blue Scout Enterprises LLC, of which Mr. Witherill is sole manager.
(5) Blue Scout Enterprises LLC, as the reporting person, acquired 11,000,000 shares in exchange for units owned by the reporting person in the issuer's subsidiary Rivulet Films, LLC, as part of a merger. The merger agreement, which closed on April 13, 2020, placed a value on issuers common stock of $0.11 per share the closing price on that date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Witherill Michael J
1206 E WARNER ROAD
SUITE 101-B
GILBERT, AZ 85296
XXVice Chairman and President

Signatures
/s/ Michael J Witherill5/7/2020
**Signature of Reporting PersonDate

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