1.
NAME OF REPORTING PERSONS
STARCITY STUCK ON THE OFFER FOR JUST WONT GET OFF
Starcity Capital, LLC
Yoseph Levin
SOLE VOTING POWER 422,870,748
SHARED VOTING POWER 0
7.
SOLE DISPOSITIVE POWER 422,870,748
8.
SHARED DISPOSITIVE POWER 0
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 422,870,748
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ¨
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.99%
12.
TYPE OF REPORTING PERSON (See Instructions)
Cusip No. 09065C106 13G Page 3 of 6 Pages
Item 1(a). Name of Issuer:
Bio-Matrix Scientific Group, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
4700 Spring Street Suite 304, La Mesa, CA 91942
Item 2(a). Name of Person Filing:
Starcity Capital, LLC.
Item 2(b). Address of Principal Business Office or, if none, Residence:
767 3rd Ave, suite 251-A, NY NY 10017
Item 2(c). Citizenship:
United States of America
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
09065C106
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
(a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C 78o);
(b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C 78c);
(c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C 78c);
(d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) ¨ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) ¨ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) ¨ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
(j) ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________________
Cusip No. 09065C106 13G Page 4 of 6 Pages
Item 4. Ownership:
Provide the following information regarding the aggregate number and percentage of class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: Reporting person is the beneficial owner of 422,870,748 shares of common stock. In addition, Reporting Person holds Issuer’s Convertible Note in the aggregate balance amount of $236,861.47. The Convertible Notes may not be converted into common stock such the Reporting Person would beneficially own more the 9.99% of the Issuer’s common stock at any given time. Reporting Person disclaims beneficial ownership of Issuer’s Securities held by any other person or entity
(b) Percent of Class: 9.99%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 422,870,748
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the disposition of: 422,870,748
(iv) shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨.
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
N/A
Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
N/A
Cusip No. 09065C106 13G Page 5 of 6 Pages
Item 8. Identification and Classification of Members of the Group:
N/A
Item 9. Notice of Dissolution of Group:
N/A
Cusip No. 09065C106 13G Page 6 of 6 Pages
Item 10. Certifications:
By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, I certify (the undersigned certifies) that the information set forth in this statement is true, complete and correct.
October 8, 2015
(Date)
/s/ Yoseph Levin
(Signature)
Yoseph Levin, President.
Name and Title
