PREMIER BIOMEDICAL INC - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - PREMIER BIOMEDICAL INC	Financial_Report.xls
EX-31.1 - CERTIFICATION - PREMIER BIOMEDICAL INC	biei_ex311.htm
EX-32.1 - CERTIFICATION - PREMIER BIOMEDICAL INC	biei_ex321.htm
EX-31.2 - CERTIFICATION - PREMIER BIOMEDICAL INC	biei_ex312.htm
EX-32.2 - CERTIFICATION - PREMIER BIOMEDICAL INC	biei_ex322.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________.

Commission File Number: 000-54563

PREMIER BIOMEDICAL, INC.

(Exact name of registrant as specified in its charter)

Nevada		27-2635666
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

P.O. Box 31374 El Paso, TX		79930
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (814) 786-8849

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ¨ No ¨

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 14, 2014, there were 21,757,175 shares of common stock, $0.00001 par value, issued and outstanding.

PREMIER BIOMEDICAL, INC.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3

ITEM 1.	Financial Statements.		4

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		35

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk.		40

ITEM 4.	Controls and Procedures.		41

PART II – OTHER INFORMATION			42

ITEM 1.	Legal Proceedings.		42

ITEM 1A.	Risk Factors.		42

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		42

ITEM 3.	Defaults Upon Senior Securities.		42

ITEM 4.	Mine Safety Disclosures.		42

ITEM 5.	Other Information.		42

ITEM 6.	Exhibits.		43

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

ITEM 1. Financial Statements.

PREMIER BIOMEDICAL, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEETS

	September 30,			December 31,
	2014			2013
	(Unaudited)
ASSETS
Current assets:
Cash	$	46,743		$	15,800
Prepaid expenses		14,637			6,000
Total current assets		61,380			21,800

Property and equipment, net		2,991			3,689

Total assets	$	64,371		$	25,489

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	34,638		$	122,334
Accounts payable, related parties		18,711			39,872
Accrued interest		-			3,298
Notes payable, related parties		-			109,000
Total current liabilities		53,349			274,504

Commitments and contingencies		-			-

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.00001 par value, 300,000,000 shares authorized, 20,767,175 and 18,355,819 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively		208			184
Additional paid in capital		7,491,174			6,535,913
Susbcriptions payable, consisting of 480,000 shares as of September 30, 2014		68,929			-
(Deficit) accumulated during development stage		(7,549,289	)		(6,785,112	)
Total stockholders' equity (deficit)		11,022			(249,015	)

Total liabilities and stockholders' equity (deficit)	$	64,371		$	25,489

See accompanying notes to financial statements.

PREMIER BIOMEDICAL, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

													May 10, 2010
	For the Three Months						For the Nine Months						(inception) to
	Ended September 30,						Ended September 30,						September 30,
	2014			2013			2014			2013			2014

Revenue	$	-		$	-		$	-		$	-		$	-

Operating expenses:
Research and development		25,588			58,473			80,550			180,213			376,304
General and administrative		113,769			666,936			201,883			2,994,164			3,282,158
Professional fees		107,685			299,857			452,289			696,505			3,333,623
Impairment of patents		-			-			-			-			46,591
Total operating expenses		247,042			1,025,266			734,722			3,870,882			7,038,676

Net operating loss		(247,042	)		(1,025,266	)		(734,722	)		(3,870,882	)		(7,038,676	)

Other expense:
Interest expense		-			(8,044	)		(29,455	)		(8,524	)		(430,690	)
Total other expenses		-			(8,044	)		(29,455	)		(8,524	)		(430,690	)

Net loss		(247,042	)		(1,033,310	)		(764,177	)		(3,879,406	)		(7,469,366	)

Deemed dividend		-			-			-			(79,923	)		(79,923	)

Net loss attributable to common stockholders	$	(247,042	)	$	(1,033,310	)	$	(764,177	)	$	(3,959,329	)	$	(7,549,289	)

Weighted average number of common shares outstanding - basic and fully diluted		20,719,892			15,920,418			20,003,589			15,159,228

Net loss per share - basic and fully diluted	$	(0.01	)	$	(0.06	)	$	(0.04	)	$	(0.26	)

See accompanying notes to financial statements.

PREMIER BIOMEDICAL, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

															(Deficit)
															Accumulated			Total
									Additional						During			Stockholders'
	Preferred Stock				Common Stock				Paid-In			Subscriptions			Development			Equity
	Shares		Amount		Shares		Amount		Capital			Payable			Stage			(Deficit)

Patent rights and applications contributed by director		-	$	-		-	$	-	$	14,817		$	-		$	-		$	14,817
Units of common stock and warrants sold to founders at $0.00001 per share		-		-		10,000,000		100		-			-			-			100
Net loss from May 10, 2010 (inception) to December 31, 2010		-		-		-		-		-			-			(2,156	)		(2,156	)
Balance, December 31, 2010		-	$	-		10,000,000	$	100	$	14,817		$	-		$	(2,156	)	$	12,761
Common stock sold to founders at $0.00001 per share		-		-		500,000		5		-			-			-			5
Units of common stock and warrants sold at $0.10 per share		-		-		723,200		7		72,313			-			-			72,320
Common stock sold at $0.25 per share		-		-		228,000		3		56,997			-			-			57,000
Net loss for the year ended December 31, 2011		-		-		-		-		-			-			(111,862	)		(111,862	)
Balance, December 31, 2011		-	$	-		11,451,200	$	115	$	144,127		$	-		$	(114,018	)	$	30,224
Imputed interest on non-interest bearing related party debts		-		-		-		-		626			-			-			626
Warrants granted for services, related parties		-		-		-		-		1,469,257			-			-			1,469,257
Exercise of cashless warrants		-		-		249,990		2		(2	)		-			-			-
Exercise of warrants at $0.10 per share		-		-		470,000		5		46,995			-			-			47,000
Units of common stock and warrants sold at $0.35 per share		-		-		203,289		2		71,148			-			-			71,150
Units of common stock and warrants sold at $0.50 per share		-		-		-		-		-			20,000			-			20,000
Net loss for the year ended December 31, 2012		-		-		-		-		-			-			(1,714,023	)		(1,714,023	)
Balance, December 31, 2012		-	$	-		12,374,479	$	124	$	1,732,151		$	20,000		$	(1,828,041	)	$	(75,766	)
Imputed interest on non-interest bearing related party debts		-		-		-		-		840			-			-			840
Warrants granted for services		-		-		-		-		21,736			-			-			21,736
Amortization of warrants granted for services, related parties		-		-		-		-		259,044			-			-			259,044
Amortization of warrants granted for services		-		-		-		-		74,314			-			-			74,314
Modication of warrants, expiration of 190,289 warrants extended to July 23, 2013		-		-		-		-		79,923			-			(79,923	)		-
Common stock issued as a commitment fee on financing, Kodiak Capital Group, LLC		-		-		559,140		6		352,253			-			-			352,259
Common stock issued for services		-		-		985,000		10		699,340			-			-			699,350
Common stock sold to Directors at $0.05 per share		-		-		4,000,000		40		199,960			-			-			200,000
Fair value of common stock in excess of cash value of stock sold to Directors		-		-		-		-		2,965,000			-			-			2,965,000
Exercise of warrants at $0.50 per share		-		-		61,000		1		30,499			-			-			30,500
Exercise of warrants at $0.10 per share		-		-		226,200		2		22,618			-			-			22,620
Units of common stock and warrants sold at $0.50 per share		-		-		150,000		1		74,999			(20,000	)		-			55,000
Beneficial conversion feature of convertible note		-		-		-		-		23,236			-			-			23,236
Net loss for the year ended December 31, 2013		-		-		-		-		-			-			(4,877,148	)		(4,877,148	)
Balance, December 31, 2013		-	$	-		18,355,819	$	184	$	6,535,913		$	-		$	(6,785,112	)	$	(249,015	)
Imputed interest on non-interest bearing related party debts		-		-		-		-		134			-			-			134
Exercise of warrants at $0.75 per share		-		-		15,000		-		11,250						-			11,250
Common stock sold for cash to Kodiak Capital Group, LLC		-		-		2,022,894		20		699,980			-			-			700,000
Common stock issued for services		-		-		373,462		4		194,146			68,929			-			263,079
Amortization of warrants granted for services		-		-		-		-		49,751			-			-			49,751
Net loss for the nine months ended September 30, 2014		-		-		-		-		-			-			(764,177	)		(764,177	)
Balance, September 30, 2014 (Unaudited)		-	$	-		20,767,175	$	208	$	7,491,174		$	68,929		$	(7,549,289	)	$	11,022

See accompanying notes to financial statements.

PREMIER BIOMEDICAL, INC.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

							May 10, 2010
	For the Nine Months						(inception) to
	Ended September 30,						September 30,
	2014			2013			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(764,177	)	$	(3,879,406	)	$	(7,469,366	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of patents		-			-			46,591
Depreciation		698			534			1,666
Imputed interest on non-interest bearing related party debts		134			660			1,600
Amortization of debt discount		-			4,085			23,236
Stock based compensation		312,830			3,520,854			6,153,790
Decrease (increase) in assets:
Prepaid expenses		(8,637	)		(118	)		(14,637	)
Increase (decrease) in liabilities:
Accounts payable		(87,696	)		10,356			34,638
Accounts payable, related parties		(21,161	)		45,984			288
Accrued interest		(3,298	)		279			-
Net cash used in operating activities		(571,307	)		(296,772	)		(1,222,194	)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments on patent rights and applications		-			-			(13,351	)
Purchases of property and equipment		-			(1,414	)		(4,657	)
Net cash used in investing activities		-			(1,414	)		(18,008	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible note payable		-			26,500			26,500
Repayments on convertible note payable		-			-			(26,500	)
Proceeds from notes payable, related parties		-			-			115,355
Repayments on notes payable, related parties		(109,000	)		(3,000	)		(115,355	)
Proceeds from the sale of common stock		711,250			308,120			1,286,945
Net cash provided by financing activities		602,250			331,620			1,286,945

NET CHANGE IN CASH		30,943			33,434			46,743
CASH AT BEGINNING OF PERIOD		15,800			40,284			-

CASH AT END OF PERIOD	$	46,743		$	73,718		$	46,743

SUPPLEMENTAL INFORMATION:
Interest paid	$	32,619		$	3,500
Income taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Discount on beneficial conversion feature of convertible note	$	-		$	23,236
Deemed dividend on modification of warrants issued in equity offering	$	-		$	79,923

See accompanying notes to financial statements.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

Premier Biomedical, Inc. (“the Company”) was incorporated in the State of Nevada on May 10, 2010 (“Inception”). The Company was formed to develop and market medications and procedures that address a significant number of the most highly visible health issues currently affecting mankind. The Company will market these medications and procedures to leading worldwide pharmaceutical firms via publication in medical journals and by direct contact.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.

Development Stage Company

The Company is currently considered a development stage company as defined by FASB ASC 915-10-05. As a development stage enterprise, the Company discloses the deficit accumulated during the development stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date. An entity remains in the development stage until such time as, among other factors, revenues have been realized. To date, the development stage of the Company’s operations consists of developing the business model and marketing concepts.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company maintains cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.

Patent Rights and Applications

Patent rights and applications costs include the acquisition costs and costs incurred for the filing of patents. Patent rights and applications are amortized on a straight-line basis over the legal life of the patent rights beginning at the time the patents are approved. Patent costs for unsuccessful patent applications are expensed when the application is terminated.

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.

Basic and Diluted Loss Per Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Premier Biomedical, Inc.

(A Development Stage Company

Notes to Financial Statements

(Unaudited)

Stock-Based Compensation

Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. During the nine months ended September 30, 2014, the Company recognized $312,830 of stock based compensation expense, consisting of $49,751 related to common stock warrants issued for services, and $263,079 of compensation expense related to common stock and common stock subscriptions payable issued for services. During the comparative nine months ended September 30, 2013, the Company recognized $3,520,854 of stock based compensation expense, consisting of $262,904 related to common stock warrants issued for services, and $3,257,950 of compensation expense related to common stock issued for services, including $2,965,000 attributed to the fair value of stock sold to related parties in excess of the proceeds received.

Revenue Recognition

Sales on fixed price contracts are recorded when services are earned, the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue from sales in which payment has been received, but the earnings process has not occurred. Sales have not yet commenced.

Advertising and Promotion

All costs associated with advertising and promoting products are expensed as incurred. These expenses were $150,821 and $5,482 for the nine months ended September 30, 2014 and 2013, respectively.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.

Uncertain Tax Positions

In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities.

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. The new guidance requires that share-based compensation that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards and that could be achieved after an employee completes the requisite service period be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation costs should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in this Update either (a) prospectively to all awards granted or modified after the effective date or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material impact on our financial position or results of operations.

In June 2014, the FASB issued ASU No. 2014-10: Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation, to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements of development stage entities. The amendments in this update remove all incremental financial reporting requirements from U.S. GAAP for development stage entities, thereby improving financial reporting by eliminating the cost and complexity associated with providing that information. The amendments in this Update also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage. The amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public companies, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The adoption of ASU 2014-10 is not expected to have a material impact on our financial position or results of operations.

In July 2013, the FASB issued ASU No. 2013-11: Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists.The new guidance requires that unrecognized tax benefits be presented on a net basis with the deferred tax assets for such carryforwards. This new guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2013. We do not expect the adoption of the new provisions to have a material impact on our financial condition or results of operations.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Note 2 – Going Concern

As shown in the accompanying financial statements, the Company has no revenues and incurred net losses from operations, resulting in an accumulated deficit of $7,549,289 as of September 30, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new ventures to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. The Company, however, is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful; therefore, without sufficient financing it would be unlikely for the Company to continue as a going concern.

The financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 3 – Related Parties

Accounts Payable

The Company owed $4,479 and $37,690 as of September 30, 2014 and December 31, 2013, respectively, to an entity owned by the Chairman of the Board of Directors. The amounts are related to patent costs paid by the Chairman on behalf of the Company.

The Company owed $467 and $2,182 as of September 30, 2014 and December 31, 2013, respectively, to the Company’s CEO for reimbursable expenses.

The Company owed $13,765 and $-0- as of September 30, 2014 and December 31, 2013, respectively, to one of the Company’s Board of Directors for reimbursable expenses.

Notes Payable

From time to time, the Company has received short term loans from officers and directors as disclosed in Note 6 below.

Common Stock

On September 25, 2013, the Company sold 1,000,000 shares of its common stock to a director in exchange for proceeds of $50,000. Board of director compensation expense of $650,000 was recognized due to the fair value of the shares in excess of the $0.05 per share purchase price.

On February 27, 2013, the Company sold 500,000 shares of its common stock to the Chairman of the Board of Directors in exchange for proceeds of $25,000. Board of director compensation expense of $365,000 was recognized due to the fair value of the shares in excess of the $0.05 per share purchase price.

On February 20, 2013, the Company sold 1,000,000 shares of its common stock to a director in exchange for proceeds of $50,000. Board of director compensation expense of $780,000 was recognized due to the fair value of the shares in excess of the $0.05 per share purchase price.

On February 20, 2013, the Company sold 1,500,000 shares of its common stock to a director in exchange for proceeds of $75,000. Board of director compensation expense of $1,170,000 was recognized due to the fair value of the shares in excess of the $0.05 per share purchase price.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

On June 8, 2012, the Company sold 6,000 shares of its common stock and an equal number of warrants exercisable at $0.50 per share over a one year term pursuant to a unit offering in exchange for proceeds of $2,100 to one of the Company’s directors. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On January 20, 2011, the Company sold 500,000 founder’s shares at the par value of $0.00001 per share in exchange for proceeds of $5 to a newly appointed director. The sale of these units was simply to establish the internal ownership, which occurred prior to the commencement of any operational activities, or offerings to the public or friends and family members. The Company was essentially dormant from the date of formation, May 10, 2010, through the date when the unit sales occurred as part of the Company’s formation. As a result, the difference between the fair value of the shares and the cash received was not recorded as compensation expense. The shares issued carried a total fair value of $160, or $0.00032 per share using the Option-pricing Method to Allocation – Option Value by Capital Structure method is as follows:

500,000 shares of common stock valued at a total of $160, or $0.00032 per share, based on a 115% expected price volatility, estimated term of 12 months, risk-free interest rate of 0.29% and a dividends rate of 0%.

On June 21, 2010, the Company sold 3,000,000 founder’s shares at the par value of $0.00001 per share, at a fair value of $960, or $0.00032 per share, along with warrants to purchase 1,000,000 shares of Series A Convertible Preferred Stock at $0.001 per share over a ten year period from the date of issuance and warrants to purchase 17,000,000 shares of common stock at $0.00001 per share over a ten year period from the date of issuance, in exchange for proceeds of $30 to the Company’s CEO. The sale of these units was simply to establish the internal ownership, which occurred prior to the commencement of any operational activities, or offerings to the public or friends and family members. The Company was essentially dormant from the date of formation, May 10, 2010, through the date when the unit sales occurred as part of the Company’s formation. As a result, the difference between the fair value of the shares and the cash received was not recorded as compensation expense. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The fair value of the common stock issuance to the founder using the Option-pricing Method to Allocation – Option Value by Capital Structure method is as follows:

3,000,000 shares of common stock valued at a total of $960, or $0.00032 per share, based on a 115% expected price volatility, estimated term of 12 months, risk-free interest rate of 0.29% and a dividends rate of 0%.

The total fair value of the warrant issuances to the founder using the Black-Scholes option-pricing model is as follows:

	·	Warrants to purchase 1,000,000 shares of Series A Convertible Preferred Stock valued at a total of $890, or $0.00089 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $390.

	·	Warrants to purchase 17,000,000 shares of common stock valued at a total of $3,910, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $1,530.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

On June 21, 2010, the Company sold 3,000,000 founder’s shares at the par value of $0.00001 per share, and an intrinsic value of $960, or $0.00032 per share, along with warrants to purchase 1,000,000 shares of Series A Convertible Preferred Stock at $0.001 per share over a ten year period from the date of issuance and warrants to purchase 17,000,000 shares of common stock at $0.00001 per share over a ten year period from the date of issuance, in exchange for proceeds of $30 to the Company’s Chairman of the Board. The sale of these units was simply to establish the internal ownership, which occurred prior to the commencement of any operational activities, or offerings to the public or friends and family members. The Company was essentially dormant from the date of formation, May 10, 2010, through the date when the unit sales occurred as part of the Company’s formation. As a result, the difference between the fair value of the shares and the cash received was not recorded as compensation expense. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The fair value of the common stock issuance to the founder using the Option-pricing Method to Allocation – Option Value by Capital Structure method is as follows:

The total fair value of the warrant issuances to the founder using the Black-Scholes option-pricing model is as follows:

	·	Warrants to purchase 1,000,000 shares of Series A Convertible Preferred Stock valued at a total of $890, or $0.00089 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $390.

	·	Warrants to purchase 17,000,000 shares of common stock valued at a total of $3,910, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $1,530.

On June 21, 2010, the Company sold a total of 4,000,000 founder’s shares at the par value of $0.00001 per share in exchange for total proceeds of $40 to four of the Company’s directors. The shares issued carried a total fair value of $1,280, or $0.00032 per share using the Option-pricing Method to Allocation – Option Value by Capital Structure method. The sale of these units was simply to establish the internal ownership, which occurred prior to the commencement of any operational activities, or offerings to the public or friends and family members. The Company was essentially dormant from the date of formation, May 10, 2010, through the date when the unit sales occurred as part of the Company’s formation. As a result, the difference between the fair value of the shares and the cash received was not recorded as compensation expense. The fair value of the common stock issuances to the founders using the Option-pricing Method to Allocation – Option Value by Capital Structure method is as follows:

1,000,000 shares of common stock issued to each of four directors valued at $320 each, or $0.00032 per share, based on a 115% expected price volatility, estimated term of 12 months, risk-free interest rate of 0.29% and a dividends rate of 0%.

Common Stock Warrants

On October 1, 2012, the Company granted 1,000,000 common stock warrants to each of two directors to purchase a total of 2,000,000 shares of common stock at $1.45 per share for services provided above and beyond their services as directors. The warrants are fully vested, and are exercisable over seven (7) years from the date of grant. The total fair value of the 2,000,000 common stock warrants using the Black-Scholes option-pricing model is $1,321,496, or $0.6608 per share, based on a volatility rate of 100%, a risk-free interest rate of 0.39% and an expected term of 3.5 years, and was expensed as professional fee expense during the year ended December 31, 2012.

On September 28, 2012, the Company granted common stock warrants to the Company’s CEO pursuant to the commencement of an employment agreement to purchase a total of 105,000 shares of common stock at $1.45 per share for his services as an officer. In December 2012, the Company and our CEO agreed to terminate his employment agreement, effective as of its date of inception. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vested on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. The fair value of the 105,000 common stock warrants using the Black-Scholes option-pricing model is $74,798, or $0.7315 per share, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized $11,644 and $6,773 of amortization recorded to professional fee expense during the years ended December 31, 2013 and 2012, respectively. The warrants were fully amortized by December 31, 2013.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

On September 28, 2012, the Company granted common stock warrants to the Company’s Chairman of the Board of Directors pursuant to the commencement of an employment agreement to purchase a total of 105,000 shares of common stock at $1.45 per share for his services as the Chairman of the Board. In December 2012, the Company and Dr. Felder agreed to terminate his employment agreement, effective as of its date of inception. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vested on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. The fair value of the 105,000 common stock warrants using the Black-Scholes option-pricing model is $74,798, or $0.7315 per share, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized $11,644 and $6,773 of amortization recorded to professional fee expense during the years ended December 31, 2013 and 2012, respectively. The warrants were fully amortized by December 31, 2013.

On September 28, 2012, the Company granted 50,000 common stock warrants to each of nine directors to purchase a total of 450,000 shares of common stock at $1.45 per share over a seven year period from the grant date for their services as directors. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vested on June 15, 2013. The total fair value of the 450,000 common stock warrants using the Black-Scholes option-pricing model is $320,564, or $0.7315 per share, based on a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized a total of $202,675 and $117,889 of amortization recorded to professional fee expense during the years ended December 31, 2013 and 2012, respectively. The warrants were fully amortized by December 31, 2013.

On September 28, 2012, the Company granted 70,000 common stock warrants to each of three directors to purchase a total of 210,000 shares of common stock at $1.45 per share for services provided above and beyond their services as directors. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vested on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. In accordance with Accounting Standards Codification (“ASC”) 505-50, non-employee stock based compensation awards are re-measured at each period. The total fair value of the 210,000 common stock warrants using the Black-Scholes option-pricing model is $133,788, or $0.6371 per share as of December 31, 2012, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 88%, a risk-free interest rate of 1.18% and an expected term of 7 years. The Company recognized a total of $25,317 and $11,811 of professional fee expense during the years ended December 31, 2013 and 2012, respectively. The warrants were fully expensed by December 31, 2013.

On September 28, 2012, the Company granted common stock warrants to one of the directors to purchase 70,000 shares of common stock at $1.45 per share for services provided above and beyond their service as a director. The warrants carry a vesting period of 50% on January 15, 2013 and the remaining 50% vested on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. The total fair value of the 70,000 common stock warrants using the Black-Scholes option-pricing model is $49,865, or $0.7315 per share, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized $7,764 and $4,515 of professional fee expense during the years ended December 31, 2013 and 2012, respectively. The warrants were fully amortized by December 31, 2013.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Note 4 – Patent Rights and Applications

The Company amortizes its patent rights and applications on a straight line basis over the expected useful technological or economic life of the patents, which is typically 17 years from the legal approval of the patent applications. As of January 1, 2013, the Company has elected to expense all of their patent rights and application costs due to difficulties associated with having to prove the value of their future economic benefits. All patent applications are currently pending and the Company has no patents that have yet been approved. It is the Company’s policy that it performs reviews of the carrying value of its patent rights and applications on an annual basis. During the years ended December 31, 2012 and 2011, the Company performed reviews of the carrying value of its patent rights and applications and, as a result, the Company wrote off a total book value of $31,774 and $14,817, respectively, in patent rights and applications related to discontinued pursuit of international patents, and due to the uncertainty of deriving a future economic benefit from our patents.

Note 5 – Fair Value of Financial Instruments

The Company adopted FASB ASC 820-10 upon inception at May 10, 2010. Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

	Level 1 -	Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

	Level 2 -	Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

	Level 3 -	Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of September 30, 2014, and December 31, 2013:

	Fair Value Measurements at September 30, 2014
	Level 1		Level 2		Level 3
Assets
Cash	$	46,743	$	-	$	-
Total assets		46,743		-		-
Liabilities
None		-		-		-
Total liabilities		-		-		-
	$	46,743	$	-	$	-

	Fair Value Measurements at December 31, 2013
	Level 1		Level 2			Level 3
Assets
Cash	$	15,800	$	-		$	-
Total assets		15,800		-			-
Liabilities
Notes payable, related parties		-		109,000			-
Total liabilities		-		109,000			-
	$	15,800	$	(109,000	)	$	-

The fair values of our related party debts are deemed to approximate book value, and are considered Level 2 inputs as defined by ASC Topic 820-10-35.

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended September 30, 2014, or the year ended December 31, 2013.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Note 6 – Notes Payable, Related Parties

Notes payable, related parties consist of the following at September 30, 2014 and December 31, 2013, respectively:

	September 30,		December 31,
	2014		2013

On November 18, 2013, the Company received an unsecured, 8% interest bearing loan in the amount of $50,000, due on August 18, 2014, or three business days following the receipt of one million dollars in funding, net of expenses, from the Company’s CEO. The note carries an additional prepayment premium of 35% of the principal if the note is not paid prior to maturity, and whereby the note holder is entitled to additional interest on the principal pursuant to the schedule listed below if the note is paid prior to maturity: No. of days after issuance date: Prepayment Premium: 0-30 days 15% 31-60 days20% 61-90 days 25% 91-120 days 30% 121 days or more 35% The note was repaid in full on March 12, 2014, in the total amount of $66,381, consisting of $50,000 of principal, $1,381 of interest and $15,000 of prepayment premium.	$	-	$	50,000

On November 18, 2013, the Company received an unsecured, 8% interest bearing loan in the amount of $50,000, due on August 18, 2014, or three business days following the receipt of one million dollars in funding, net of expenses, from one of the Company’s Directors. The note carries an additional prepayment premium of 35% of the principal if the note is not paid prior to maturity, and whereby the note holder is entitled to additional interest on the principal pursuant to the same schedule listed above in the $50,000 note from the Company’s CEO. The note was repaid in full on March 12, 2014, in the total amount of $66,238, consisting of $50,000 of principal, $1,238 of interest and $15,000 of prepayment premium.		-		50,000

On May 4, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from the Company’s CEO. The note was repaid in full on March 7, 2014.		-		3,000

On May 4, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand and a from the Company’s Chairman of the Board of Directors. The note was repaid in full on March 12, 2014.		-		3,000

On May 4, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from one of the Company’s directors. The loan was repaid in full on July 2, 2013.		-		-

On May 7, 2012, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from one of the Company’s directors. The note was repaid in full on March 12, 2014.		-		3,000

Total notes payable, related parties		-		109,000
Less: current portion		-		109,000
Notes payable, related parties, less current portion	$	-	$	-

The Company recorded interest expense in the amount of $29,321 and $279 for the nine months ended September 30, 2014 and 2013, respectively, and imputed interest expense in the amount of $134 and $660 for the nine months ended September 30, 2014 and 2013, respectively related to notes payable, related parties.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Note 7 – Commitments and Contingencies

On May 9, 2012, the Company entered into a Collaborative Agreement with the University of Texas at El Paso. Pursuant to the terms of the Agreement, the Company will work jointly with the University to develop a series of research and development programs around its sequential-dialysis technology in the areas of Alzheimer's Disease, Traumatic Brain Injury (TBI), Chronic Pain Syndrome, Fibromyalgia, Multiple Sclerosis, Amyotrophic Lateral Sclerosis (ALS or Lou Gehrig's disease), Blood Sepsis, Cancer, Heart Attacks and Strokes. The programs will utilize the facilities at one or more of the University of Texas’ campuses. The Company will pay the University’s actual overhead for the projects, plus a negotiated facility and administration overhead expense, and 10% of all gross revenues associated with the sale, license and/or royalties of all products and treatment procedures directly affiliated with programs. Intellectual property jointly invented and developed as a result of the projects will be owned jointly by the University and the Company. The agreement has an initial term of five (5) years, and is renewable upon mutual agreement of the parties.

Note 8 – Equity Line of Credit

On January 17, 2014, the Company’s registration statement became effective whereby it registered 15 million shares of common stock that it would sell to Kodiak Capital Group, LLC (“Kodiak”) over time pursuant to an Investment Agreement entered into on December 5, 2013 wherein Kodiak agreed to invest up to five million dollars ($5,000,000). The offering was to terminate on the earlier of (i) when all 15 million shares are sold, (ii) when the maximum offering amount of $5,000,000 has been achieved, or (iii) on January 17, 2016, unless the Company terminated it earlier. The investment Agreement included a termination date of July 17, 2014, but on July 9, 2014 it was extended to run through July 17, 2015. On October 16, 2014, we exercised our right to terminate the contract upon written notice to Kodiak.

The Company could not submit a new put notice until after the closing of the previous notice. The purchase price for the shares pursuant to the put notice was to be equal to seventy-five percent (75%) of the lowest closing best bid price of the common stock during the five consecutive trading days immediately following the date of our notice to Kodiak (“Put Notice”) of our election to put shares pursuant to the Investment Agreement, subject to a limitation, whereby Kodiak’s holdings could not exceed 9.9% of the outstanding shares of common stock. The shares had to be paid for and share certificates delivered within the “pricing period,” which was five (5) trading days from the date the put notice is delivered (“Put Date”).

On October 15, 2013, the Company paid to Kodiak an initial fee of $10,000 and issued 391,398 shares of common stock following execution of the Agreement, along with the issuance of another 167,742 shares to Manners, Inc. as commitment fees. In addition, the Company agreed to pay a consulting firm, Cambridge Partners Atlanta Group, LLC (“Cambridge”), an introduction fee payable as follows: (i) ten percent (10%) of the first $1,000,000 in total draws, (ii) seven percent (7%) on the draws from $1,000,000 to $1,500,000; and (iii) five percent (5%) on all draws in excess of $1,500,000. Cambridge was entitled to these introduction fees on all proceeds received from Kodiak until the termination date of the consulting agreement, which was September 26, 2015 until we exercised our right to terminate the contract on October 16, 2014.

The Company used the proceeds from the sale of common stock pursuant to the agreement to pay down debt, research and development activities, general corporate and working capital purposes, and for other purposes that the board of directors deems to be in the best interest of the Company.

As of the date of this report, the Company had sold a total of 2,022,894 shares of common stock in exchange for total proceeds of $700,000 pursuant to the investment agreement, in addition to the initial issuance of 559,140 common shares as a commitment fee.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Note 9 – Stockholders’ Equity

Convertible Preferred Stock, Series A

The Company has 10,000,000 authorized shares of Preferred Stock, of which 2,000,000 shares of $0.001 par value Series A Convertible Preferred Stock (“Series A Preferred Stock”) have been designated. Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time after the issuance of such share into one (1) fully paid and non-assessable share of Common Stock. Each outstanding share of Series A Preferred Stock is entitled to one hundred (100) votes per share on all matters to which the shareholders of the Corporation are entitled or required to vote. The Company shall reserve and keep available out of its authorized but unissued shares of Common Stock such number of shares sufficient to effect the conversions. No shares of Series A Preferred Stock have been granted to date.

Common Stock

The Company has 300,000,000 authorized shares of $0.00001 par value Common Stock.

Common Stock (2014)

On September 13, 2014, the Company granted 15,000 shares of common stock for services performed. The total fair value of the common stock was $2,250 based on the closing price of the Company’s common stock on the date of grant.

On August 12, 2014, the Company granted 75,000 shares of common stock for services performed. The total fair value of the common stock was $12,000 based on the closing price of the Company’s common stock on the date of grant.

On June 19, 2014, the Company granted 100,000 shares of common stock for services performed. The total fair value of the common stock was $42,400 based on the closing price of the Company’s common stock on the date of grant.

On May 8, 2014, we sold 588,235 shares of our common stock to Kodiak in exchange for proceeds of $100,000 pursuant to our fifth Put Notice under our equity line of credit as delivered on April 30, 2014.

On April 10, 2014, we sold 211,641 shares of our common stock to Kodiak in exchange for proceeds of $100,000 pursuant to our fourth Put Notice under our equity line of credit as delivered on April 2, 2014.

On April 3, 2014, the Company granted 50,000 shares of common stock for services performed. The total fair value of the common stock was $40,500 based on the closing price of the Company’s common stock on the date of grant.

On March 19, 2014, the Company granted 100,000 shares of common stock for services performed. The total fair value of the common stock was $70,000 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on April 17, 2014.

On March 14, 2014, we sold 181,819 shares of our common stock to Kodiak in exchange for proceeds of $100,000 pursuant to our third Put Notice under our equity line of credit as delivered on March 6, 2014.

On March 7, 2014, the Company granted 15,000 shares of common stock for services performed. The total fair value of the common stock was $15,000 based on the closing price of the Company’s common stock on the date of grant.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

On February 24, 2014, we sold 374,532 shares of our common stock to Kodiak in exchange for proceeds of $250,000 pursuant to our second Put Notice under our equity line of credit as delivered on February 12, 2014.

On February 20, 2014, a warrant holder elected to exercise warrants consisting of 10,000 shares of its common stock pursuant to a unit offering previously sold on March 11, 2013 in exchange for proceeds of $7,500.

On February 12, 2014, a warrant holder elected to exercise warrants consisting of 5,000 shares of its common stock pursuant to a unit offering previously sold on February 20, 2013 in exchange for proceeds of $3,750.

On February 10, 2014, the Company granted 18,462 shares of common stock for services performed. The total fair value of the common stock was $12,000 based on the closing price of the Company’s common stock on the date of grant.

On February 3, 2014, we sold 666,667 shares of our common stock to Kodiak in exchange for proceeds of $150,000 pursuant to our first Put Notice under our equity line of credit as delivered on January 25, 2014.

Common Stock (2013)

On December 19, 2013, the Company granted 200,000 shares of common stock for services performed. The total fair value of the common stock was $140,000 based on the closing price of the Company’s common stock on the date of grant.

On December 17, 2013, the Company granted 150,000 shares of common stock for services performed. The total fair value of the common stock was $100,500 based on the closing price of the Company’s common stock on the date of grant.

On October 31, 2013, the Company granted 10,000 shares of common stock for services performed. The total fair value of the common stock was $7,400 based on the closing price of the Company’s common stock on the date of grant.

On October 31, 2013, the Company granted 25,000 shares of common stock for services performed. The total fair value of the common stock was $18,500 based on the closing price of the Company’s common stock on the date of grant.

On October 17, 2013, the Company granted 200,000 shares of common stock for services performed. The total fair value of the common stock was $140,000 based on the closing price of the Company’s common stock on the date of grant.

On October 15, 2013, the Company granted 391,398 shares of common stock to Kodiak Capital Group, LLC as a commitment fee for a potential future financing. The total fair value of the common stock was $246,581 based on the closing price of the Company’s common stock on the date of grant.

On October 15, 2013, the Company granted 167,742 shares of common stock to Manners, Inc. as a commitment fee for a potential future financing by Kodiak Capital Group, LLC. The total fair value of the common stock was $105,678 based on the closing price of the Company’s common stock on the date of grant.

On September 25, 2013, the Company granted 300,000 shares of common stock for services performed. The total fair value of the common stock was $210,000 based on the closing price of the Company’s common stock on the date of grant.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

On July 19, 2013, the Company issued a total of 20,000 shares of its common stock that were sold on June 27, 2013 pursuant to warrant exercises amongst seven investors in exchange for total proceeds of $2,000.

On July 15, 2013, the Company granted 50,000 shares of common for services performed. The total fair value of the common stock was $46,500 based on the closing price of the Company’s common stock on the date of grant.

On various dates between July 2, 2013 and July 25, 2013, the Company issued a total of 61,000 shares of its common stock pursuant to warrant exercises at $0.50 per share amongst eight investors in exchange for total proceeds of $30,500.

On various dates between July 6, 2013 and July 25, 2013, the Company issued a total of 161,200 shares of its common stock pursuant to warrant exercises at $0.10 per share amongst twenty one investors in exchange for total proceeds of $16,120.

On July 3, 2013, the Company issued a total of 35,000 shares of its common stock that were sold on June 21, 2013 pursuant to warrant exercises amongst seven investors in exchange for total proceeds of $3,500.

On June 27, 2013, two warrant holders elected to exercise warrants consisting of a total of 20,000 shares of its common stock pursuant to unit offerings previously sold on February 28, 2011, in exchange for total proceeds of $2,000. The shares were subsequently issued on July 19, 2013.

On June 21, 2013, a total of seven warrant holders elected to exercise warrants consisting of a total of 35,000 shares of its common stock pursuant to unit offerings previously sold on February 28, 2011, in exchange for total proceeds of $3,500. The shares were subsequently issued on July 3, 2013.

On March 11, 2013, a warrant holder elected to exercise warrants consisting of a 10,000 shares of its common stock pursuant to a unit offering previously sold on February 28, 2011, in exchange for proceeds of $1,000.

On March 11, 2013, the Company sold 10,000 shares of its common stock and an equal number of warrants exercisable at $0.75 per share over a one year term pursuant to a unit offering in exchange for proceeds of $5,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On March 2, 2013, the Company granted 50,000 shares of common for services performed. The total fair value of the common stock was $36,450 based on the closing price of the Company’s common stock on the date of grant.

On February 17, 2013, the Company sold 5,000 shares of its common stock and an equal number of warrants exercisable at $0.75 per share over a one year term pursuant to a unit offering in exchange for proceeds of $2,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On February 10, 2013, the Company sold 20,000 shares of its common stock and an equal number of warrants exercisable at $0.75 per share over a one year term pursuant to a unit offering in exchange for proceeds of $10,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

On January 30, 2013, the Company sold 60,000 shares of its common stock and an equal number of warrants exercisable at $0.75 per share over a one year term pursuant to a unit offering in exchange for proceeds of $30,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On January 22, 2013, the Company sold 15,000 shares of its common stock and an equal number of warrants exercisable at $0.75 per share over a one year term pursuant to a unit offering in exchange for proceeds of $7,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On January 9, 2013, the Company issued 40,000 shares of its common stock that were sold on December 31, 2012, pursuant to a unit offering in exchange for proceeds of $20,000 that were presented as a subscriptions payable at December 31, 2012.

Common Stock (2012)

On December 31, 2012, the Company sold 40,000 shares of its common stock and an equal number of warrants exercisable at $0.75 per share over a one year term pursuant to a unit offering in exchange for proceeds of $20,000. The shares were subsequently issued on January 9, 2013, as such, the proceeds were presented as a subscriptions payable at December 31, 2012.

On October 24, 2012, a warrant holder elected to exercise warrants consisting of a 10,000 shares of its common stock pursuant to a unit offering previously sold on February 28, 2011, in exchange for proceeds of $1,000.

On September 21, 2012, four warrant holders elected to exercise warrants consisting of a total of 40,000 shares of its common stock pursuant to unit offerings previously sold on February 28, 2011, in exchange for total proceeds of $4,000.

On various dates from August 9, 2012, through September 18, 2012, the Company issued a total of 420,000 shares of the Company’s common stock at $0.10 per share amongst a total of forty four warrant holders, in exchange for total proceeds of $42,000 pursuant to warrant exercise notices from unit offerings previously sold on February 28, 2011.

On August 15, 2012, the Company sold 3,000 shares of its common stock and an equal number of warrants exercisable at $0.50 per share over a one year term pursuant to a unit offering in exchange for proceeds of $1,050. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On August 9, 2012, the Company sold 10,000 shares of its common stock and an equal number of warrants exercisable at $0.50 per share over a one year term pursuant to a unit offering in exchange for proceeds of $3,500. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On July 16, 2012, the Company sold 14,285 shares of its common stock and an equal number of warrants exercisable at $0.50 per share over a one year term pursuant to a unit offering in exchange for proceeds of $5,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On July 2, 2012, a warrant holder elected to exercise 250,000 cashless warrants of a total of 2,500,000 held, exercisable at $0.00001 per share. As a result, the Company issued an aggregate of 249,990 shares of common stock. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was accredited, had the opportunity to meet with and ask questions of management, and there was no solicitation in connection with the offering.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

On June 11, 2012, the Company sold a total of 160,004 shares of its common stock and an equal number of warrants exercisable at $0.50 per share over a one year term pursuant to a unit offering in exchange for total proceeds of $56,000. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

Common Stock (2011)

On various dates from April 1, 2011, through June 3, 2011, the Company sold a total of 228,000 shares of the Company’s common stock at $0.25 per share, in exchange for total proceeds of $57,000 to a total of eighteen independent investors. The Company was able to increase its offering price from its February 28, 2011, offerings due to developments with regard to an anticipated Cooperative Research and Development Agreement, or CRADA, involving clinical tests on patients which it anticipates will be conducted in conjunction with the Department of Defense, along with the increased enterprise value generated from the capital previously received.

On February 28, 2011, the Company sold a total of 723,200 shares of the Company’s common stock at $0.10 per share, along with warrants to purchase a total of 723,200 shares of common stock at $0.10 per share over a one year period beginning from the date the Company began trading on a public stock exchange, which was August 1, 2012, in exchange for total proceeds of $72,320 to a total of eighty five independent investors. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The total fair value of the 723,200 common stock warrants using the Black-Scholes option-pricing model is $1,121, or $0.00155 per share, based on a 105% volatility, risk-free interest rate of 3.27% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $506. The Company was able to increase its offering price as it advanced in the development of its business, along with the progression of events that will enable it to bring the Company to a public trading platform and increase the implied value attributed to the potential liquidity to third party investors.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Common Stock (2010)

The total fair value of the warrant issuances to the founder using the Black-Scholes option-pricing model is as follows:

	·	Warrants to purchase 1,000,000 shares of Series A Convertible Preferred Stock valued at a total of $890, or $0.00089 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $390.

	·	Warrants to purchase 17,000,000 shares of common stock valued at a total of $3,910, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $1,530.

The total fair value of the warrant issuances to the founder using the Black-Scholes option-pricing model is as follows:

	·	Warrants to purchase 1,000,000 shares of Series A Convertible Preferred Stock valued at a total of $890, or $0.00089 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $390.

	·	Warrants to purchase 17,000,000 shares of common stock valued at a total of $3,910, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $1,530.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Beneficial Conversion Feature

On August 13, 2013, the Company entered into a convertible promissory note with LG Capital Funding, LLC. The beneficial conversion feature discount resulting from the conversion price that was $0.3737 below the market price of $0.80 on the August 13, 2013, origination date resulted in a debt discount value of $23,236 that was recognized as additional paid in capital and was amortized on a straight line basis over the life of the loan, which was accelerated upon the repayment prior to maturity on November 6, 2013.

Subscriptions Payable

On September 19, 2014, the Company granted 70,000 shares of common stock for services performed. The total fair value of the common stock was $7,959 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on October 6, 2014, as such, the stock award was presented as a subscriptions payable at September 30, 2014.

On September 19, 2014, the Company granted 100,000 shares of common stock for services performed. The total fair value of the common stock was $11,370 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on October 15, 2014, as such, the stock award was presented as a subscriptions payable at September 30, 2014.

On September 6, 2014, the Company granted 120,000 shares of common stock for services performed. The total fair value of the common stock was $19,200 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on November 3, 2014, as such, the stock award was presented as a subscriptions payable at September 30, 2014.

On September 6, 2014, the Company granted another 120,000 shares of common stock for services performed. The total fair value of the common stock was $19,200 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on November 3, 2014, as such, the stock award was presented as a subscriptions payable at September 30, 2014.

On September 6, 2014, the Company granted 70,000 shares of common stock for services performed. The total fair value of the common stock was $11,200 based on the closing price of the Company’s common stock on the date of grant. The shares were subsequently issued on November 3, 2014, as such, the stock award was presented as a subscriptions payable at September 30, 2014.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Note 10 – Series A Convertible Preferred Stock Warrants

Series A Convertible Preferred Stock Warrants Granted

On June 21, 2010, the Company issued warrants to purchase 1,000,000 shares of Series A Convertible Preferred Stock at $0.001 per share over a ten year period from the date of issuance, in exchange for proceeds of $30 in conjunction with the sale of 3,000,000 shares of founder’s shares of common stock to the Company’s CEO. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The total fair value of the warrants using the Black-Scholes option-pricing model is $890, or $0.00089 per share, using the stated term, or ten years, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $390.

On June 21, 2010, the Company issued warrants to purchase 1,000,000 shares of Series A Convertible Preferred Stock at $0.001 per share over a ten year period from the date of issuance, in exchange for proceeds of $30 in conjunction with the sale of 3,000,000 shares of founder’s shares of common stock to the Company’s Chairman of the Board. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The total fair value of the warrants using the Black-Scholes option-pricing model is $890, or $0.00089 per share, using the stated term, or ten years, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $390.

Series A Preferred Stock Warrants Cancelled

No series A preferred stock warrants were cancelled during the nine months ended September 30, 2014 and 2013.

Series A Preferred Stock Warrants Expired

No series A preferred stock warrants were expired during the nine months ended September 30, 2014 and 2013.

Series A Preferred Stock Warrants Exercised

No series A preferred stock warrants were exercised during the nine months ended September 30, 2014 and 2013.

The following is a summary of information about the Series A Preferred Stock Warrants outstanding at September 30, 2014.

Shares Underlying Warrants Outstanding

Shares UnderlyingWarrants Exercisable

Range of
Exercise

Shares
Underlying
Warrants

Weighted
Average
Remaining
Contractual

Weighted
Average
Exercise

Shares
Underlying
Warrants

Weighted
Average
Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

0.001

2,000,000

5.7 years

0.001

2,000,000

0.001

The fair value of each warrant grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants under the fixed option plan:

	September 30,			December 31,
	2014			2013

Average risk-free interest rates		3.27	%		3.27	%
Average expected life (in years)		5.0			5.0

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s series A preferred stock warrants have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its series A preferred stock warrants. During the nine months ended September 30, 2014 and 2013, there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date.

There were no series A preferred stock warrants granted during the nine months ended September 30, 2014, or the year ended December 31, 2013.

The following is a summary of activity of outstanding series A preferred stock warrants:

			Weighted
			Average
	Number of		Exercise
	Shares		Price

Balance, December 31, 2012		2,000,000	$	0.001
Warrants cancelled		-		-
Warrants granted		-		-
Warrants exercised		-		-
Balance, December 31, 2013		2,000,000	$	0.001
Warrants cancelled		-		-
Warrants granted		-		-
Warrants exercised		-		-
Balance, September 30, 2014		2,000,000	$	0.001

Exercisable, September 30, 2014		2,000,000	$	0.001

Note 11 – Common Stock Warrants

Common Stock Warrants Granted (2014)

No warrants were granted during the nine months ended September 30, 2014.

Amendment of Common Stock Warrants (2013)

On June 28, 2013, the Company extended a total of 190,289 previously granted common stock warrants issued amongst a total of ten former investors, with an exercise price of $0.50 for approximately an additional 25 days from their expiration. All other terms remained the same as originally issued. These modified warrants are fully vested and expired on July 23, 2013. The total estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 32% and a call option value of $0.4200, was $79,923. The value immediately preceding the modification was $-0- due to their expiration. As a result, the entire $79,923 was recognized as a deemed dividend on June 28, 2013.

Common Stock Warrants Granted (2013)

On December 12, 2013, the Company granted common stock warrants to an independent contractor to purchase a total of 50,000 shares of common stock at $0.25 per share for consulting services. The warrants are exercisable over two (2) years from December 12, 2013. In accordance with Accounting Standards Codification (“ASC”) 505-50, non-employee stock based compensation awards are re-measured at each period. The fair value of the 50,000 common stock warrants using the Black-Scholes option-pricing model is $21,736, or $0.4347 per share as of December 31, 2013, based on a volatility rate of 104%, a risk-free interest rate of 0.34% and an expected term of 2 years, and was expensed as professional fee expense during the year ended December 31, 2013.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

On September 25, 2013, the Company granted common stock warrants to an independent contractor to purchase a total of 300,000 shares of common stock at $0.96 per share for consulting services. The warrants vest monthly in 50,000 increments over six months commencing on October 1, 2013. The warrants are exercisable over three (3) years from October 1, 2013. In accordance with Accounting Standards Codification (“ASC”) 505-50, non-employee stock based compensation awards are re-measured at each period. The fair value of the 300,000 common stock warrants using the Black-Scholes option-pricing model is $134,709, or $0.4490 per share as of December 31, 2013, based on a volatility rate of 105%, a risk-free interest rate of 1.75% and an expected term of 3 years. A total of $49,751 and $74,314 was expensed as professional fee expense during the nine months ended September 30, 2014, and the year ended December 31, 2013, respectively.

On March 11, 2013, the Company sold warrants to purchase 10,000 shares of common stock at $0.75 per share over a one year period from the date of sale, in exchange for total proceeds of $5,000 in conjunction with the sale of 10,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On February 20, 2013, the Company sold warrants to purchase 5,000 shares of common stock at $0.75 per share over a one year period from the date of sale, in exchange for total proceeds of $2,500 in conjunction with the sale of 5,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On February 20, 2013, the Company sold warrants to purchase 20,000 shares of common stock at $0.75 per share over a one year period from the date of sale, in exchange for total proceeds of $10,000 in conjunction with the sale of 20,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On February 14, 2013, the Company sold warrants to purchase 60,000 shares of common stock at $0.75 per share over a one year period from the date of sale, in exchange for total proceeds of $30,000 in conjunction with the sale of 60,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On January 30, 2013, the Company sold warrants to purchase 15,000 shares of common stock at $0.75 per share over a one year period from the date of sale, in exchange for total proceeds of $7,500 in conjunction with the sale of 15,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

Common Stock Warrants Granted (2012)

On December 31, 2012, the Company sold warrants to purchase 40,000 shares of common stock at $0.75 per share over a one year period from the date of sale, in exchange for total proceeds of $20,000 in conjunction with the sale of 40,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On October 1, 2012, the Company granted 1,000,000 common stock warrants to each of two Directors to purchase a total of 2,000,000 shares of common stock at $1.45 per share for services provided above and beyond their services as Directors. The warrants are fully vested, and are exercisable over seven (7) years from the date of grant. The total fair value of the 2,000,000 common stock warrants using the Black-Scholes option-pricing model is $1,321,496, or $0.6608 per share based on a volatility rate of 100%, a risk-free interest rate of 0.39% and an expected term of 3.5 years, and was expensed as professional fee expense during the year ended December 31, 2012.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

On September 28, 2012, the Company granted common stock warrants to the Company’s CEO pursuant to the commencement of an employment agreement to purchase a total of 105,000 shares of common stock at $1.45 per share for his services as an Officer. In December 2012, the Company and our CEO agreed to terminate his employment agreement, effective as of its date of inception. The warrants carry a vesting period of 50% on January 15, 2013, and the remaining 50% vest on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. The fair value of the 105,000 common stock warrants using the Black-Scholes option-pricing model is $74,798, or $0.7315 per share, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized $11,644 and $6,773 of amortization recorded to professional fee expense during the years ended December 31, 2013 and 2012, respectively. The warrants were fully amortized by December 31, 2013.

On September 28, 2012, the Company granted common stock warrants to the Company’s Chairman of the Board of Directors pursuant to the commencement of an employment agreement to purchase a total of 105,000 shares of common stock at $1.45 per share for his services as the Chairman of the Board. In December 2012, the Company and Dr. Felder agreed to terminate his employment agreement, effective as of its date of inception. The warrants carry a vesting period of 50% on January 15, 2013, and the remaining 50% vest on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. The fair value of the 105,000 common stock warrants using the Black-Scholes option-pricing model is $74,798, or $0.7315 per share, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized $11,644 and $6,773 of amortization recorded to professional fee expense during the years ended December 31, 2013 and 2012, respectively. The warrants were fully amortized by December 31, 2013.

On September 28, 2012, the Company granted 50,000 common stock warrants to each of nine Directors to purchase a total of 450,000 shares of common stock at $1.45 per share over a seven year period from the grant date for their services as Directors. The warrants carry a vesting period of 50% on January 15, 2013, and the remaining 50% vest on June 15, 2013. The total fair value of the 450,000 common stock warrants using the Black-Scholes option-pricing model is $320,564, or $0.7315 per share, based on a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized a total of $202,675 and $117,889 of amortization recorded to professional fee expense during the years ended December 31, 2013 and 2012, respectively. The warrants were fully amortized by December 31, 2013.

On September 28, 2012, the Company granted 70,000 common stock warrants to each of three Directors to purchase a total of 210,000 shares of common stock at $1.45 per share for services provided above and beyond their services as Directors. The warrants carry a vesting period of 50% on January 15, 2013, and the remaining 50% vest on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. In accordance with Accounting Standards Codification (“ASC”) 505-50, non-employee stock based compensation awards are re-measured at each period. The total fair value of the 210,000 common stock warrants using the Black-Scholes option-pricing model is $133,788, or $0.6371 per share as of December 31, 2012, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 88%, a risk-free interest rate of 1.18% and an expected term of 7 years. The Company recognized a total of $25,317 and $11,811 of professional fee expense during the years ended December 31, 2013 and 2012, respectively. The warrants were fully expensed by December 31, 2013.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

On September 28, 2012, the Company granted common stock warrants to one of the Directors to purchase 70,000 shares of common stock at $1.45 per share for services provided above and beyond their services as Directors. The warrants carry a vesting period of 50% on January 15, 2013, and the remaining 50% vest on June 15, 2013. The option to exercise this warrant shall only be available if the Company’s common stock reaches a bid price of three dollars ($3.00) per share and remains at or above three dollars ($3.00) per share for thirty (30) consecutive trading days on any and all markets or exchanges which the Company’s common stock is traded (triggering event). The warrants are exercisable over seven (7) years after the triggering event. The total fair value of the 70,000 common stock warrants using the Black-Scholes option-pricing model is $49,865, or $0.7315 per share, based on a 76% discount using a 24% probability that the triggering event would be satisfied, a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years, and is being amortized over the implied service term, or vesting period, of the warrants. The Company recognized $7,764 and $4,515 of professional fee expense during the years ended December 31, 2013 and 2012, respectively. The warrants were fully amortized by December 31, 2013.

On August 15, 2012, the Company sold warrants to purchase 3,000 shares of common stock at $0.50 per share over a one year period from the date of sale, in exchange for total proceeds of $1,050 in conjunction with the sale of 3,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On August 9, 2012, the Company sold warrants to purchase 10,000 shares of common stock at $0.50 per share over a one year period from the date of sale, in exchange for total proceeds of $3,500 in conjunction with the sale of 10,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On August 9, 2012, the Company sold warrants to purchase another 10,000 shares of common stock at $0.50 per share over a one year period from the date of sale, in exchange for total proceeds of $3,500 in conjunction with the sale of 10,000 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On July 16, 2012, the Company sold warrants to purchase 14,285 shares of common stock at $0.50 per share over a one year period from the date of sale, in exchange for total proceeds of $5,000 in conjunction with the sale of 14,285 shares of common stock. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On June 11, 2012, the Company sold warrants to purchase a total of 160,004 shares of common stock at $0.50 per share over a one year period from the date of sale, in exchange for total proceeds of $56,000 in conjunction with the sale of 160,004 shares of common stock to a total of seven independent investors. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

On June 8, 2012, the Company sold warrants to purchase 6,000 shares of common stock at $0.50 per share over a one year period from the date of sale, in exchange for proceeds of $2,100 in conjunction with the sale of 6,000 shares of common stock to an independent investor. The proceeds received were allocated between the common stock and warrants on a relative fair value basis.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Common Stock Warrants Granted (2011)

On February 28, 2011, the Company granted warrants to purchase a total of 723,200 shares of common stock at $0.10 per share over a two year period beginning one year from the date the Company begins trading on a public stock exchange, in exchange for total proceeds of $72,320 in conjunction with the sale of 723,200 shares of common stock to a total of eighty five independent investors. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The total fair value of the 723,200 common stock warrants using the Black-Scholes option-pricing model is $1,121, or $0.00155 per share, based on a 105% volatility, risk-free interest rate of 3.27% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $506.

Common Stock Warrants Granted (2010)

On June 21, 2010, the Company issued warrants to purchase 17,000,000 shares of common stock at $0.00001 per share over a ten year period from the date of issuance, in exchange for proceeds of $30 in conjunction with the sale of 3,000,000 founder’s shares of common stock to the Company’s CEO. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The total fair value of the warrants using the Black-Scholes option-pricing model is $3,910, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $1,530.

On June 21, 2010, the Company issued warrants to purchase 17,000,000 shares of common stock at $0.00001 per share over a ten year period from the date of issuance, in exchange for proceeds of $30 in conjunction with the sale of 3,000,000 founder’s shares of common stock to the Company’s Chairman of the Board. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The total fair value of the warrants using the Black-Scholes option-pricing model is $3,910, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $1,530.

On June 21, 2010, the Company issued warrants to purchase 2,500,000 shares of common stock at $0.00001 per share over a ten year period from the date of issuance to the Company’s securities attorney, as an offering cost for the sale of a total of 10,000,000 founder’s shares of common stock to the Company’s Officers and Directors. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The total fair value of the warrants using the Black-Scholes option-pricing model is $575, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $225.

Common Stock Warrants Cancelled

No warrants were cancelled during the nine months ended September 30, 2014 and 2013.

Common Stock Warrants Expired

A total of 110,000 and -0- warrants expired during the nine months ended September 30, 2014 and 2013, respectively.

Common Stock Warrants Exercised

On February 20, 2014, a warrant holder elected to exercise warrants consisting of a total of 10,000 shares of its common stock pursuant to a unit offering previously sold on March 11, 2013, in exchange for total proceeds of $7,500.

On February 12, 2014, a warrant holder elected to exercise warrants consisting of a total of 5,000 shares of its common stock pursuant to a unit offering previously sold on February 20, 2013 in exchange for total proceeds of $3,750.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

On various dates between July 2, 2013, and July 25, 2013, the Company issued a total of 61,000 shares of its common stock pursuant to warrant exercises at $0.50 per share amongst eight investors in exchange for total proceeds of $30,500.

On various dates between July 6, 2013, and July 25, 2013, the Company issued a total of 161,200 shares of its common stock pursuant to warrant exercises at $0.10 per share amongst twenty one investors in exchange for total proceeds of $16,120.

On March 11, 2013, there were 10,000 common stock warrants exercised in exchange for proceeds of $1,000.

A total of 710,000 common stock warrants were exercised during the year ended December 31, 2012. The exercises resulted in the issuance of a total of 709,990 shares of common stock, including 40,000 shares that were subsequently issued on October 16, 2012, and total proceeds of $46,000 during the year ended December 31, 2012.

The following is a summary of information about the Common Stock Warrants outstanding at September 30, 2014.

Shares Underlying

Warrants Outstanding

Warrants Exercisable

Weighted

Shares

Average

Weighted

Shares

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Warrants

Contractual

Exercise

Warrants

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

$0.00001 – $ 1.45

39,540,000

5.6 years

0.1154

39,540,000

0.1154

	September 30,			December 31,
	2014			2013

Average risk-free interest rates		2.80	%		2.80	%

Average expected life (in years)		1.4			1.4

The Black-Scholes option pricing model was developed for use in estimating the fair value of short-term traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including expected stock price volatility. Because the Company’s common stock warrants have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion the existing models do not necessarily provide a reliable single measure of the fair value of its common stock warrants. During the nine months ended September 30, 2014 and 2013, there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date.

The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock was approximately $0.75 per warrant granted during the nine months ended September 30, 2013. No warrants were granted during the nine months ended September 30, 2014.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

The following is a summary of activity of outstanding common stock warrants:

				Weighted
				Average
	Number of			Exercise
	Shares			Price

Balance, December 31, 2012		39,686,489		$	0.1114
Warrants cancelled		(209,289	)		(0.4962	)
Warrants granted		460,000			0.8326
Warrants exercised		(287,200	)		(0.1850	)
Balance, December 31, 2013		39,650,000		$	0.1172
Warrants cancelled		(95,000	)		(0.75	)
Warrants granted		-			-
Warrants exercised		(15,000	)		(0.75	)
Balance, September 30, 2014		39,540,000		$	0.1154

Exercisable, September 30, 2014		39,540,000		$	0.1154

Note 12 – Income Taxes

The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences.

For the nine months ended September 30, 2014, and the year ended December 31, 2013, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At September 30, 2014, and December 31, 2013, the Company had approximately $1,730,720 and $1,245,131 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2031.

The components of the Company’s deferred tax asset are as follows:

	September 30,			December 31,
	2014			2013
Deferred tax assets:
Net operating loss carry forwards	$	554,970		$	457,320

Net deferred tax assets before valuation allowance	$	605,750		$	457,320
Less: Valuation allowance		(605,750	)		(457,320	)
Net deferred tax assets	$	-		$	-

Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at September 30, 2014, and December 31, 2013, respectively.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and state statutory income tax rate to pre-tax loss is as follows:

	September 30,			December 31,
	2014			2013

Federal and state statutory rate		35	%		35	%
Change in valuation allowance on deferred tax assets		(35	%)		(35	%)

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

Note 13 – Subsequent Events

Common Stock Sales

On October 2, 2014, the Company sold 500,000 shares of common stock in exchange for total proceeds of $50,000.

On October 2, 2014, the Company sold 10,000 shares of common stock in exchange for total proceeds of $1,000.

Common Stock Issuances in Settlement of Subscriptions Payable

On October 6, 2014, the Company issued 70,000 shares of common stock in settlement of a subscriptions payable outstanding on September 30, 2014 in the amount of $7,959.

On October 15, 2014, the Company issued 100,000 shares of common stock in settlement of a subscriptions payable outstanding on September 30, 2014 in the amount of $11,370.

On November 3, 2014, the Company issued 120,000 shares of common stock in settlement of a subscriptions payable outstanding on September 30, 2014 in the amount of $19,200.

On November 3, 2014, the Company issued another 120,000 shares of common stock in settlement of a subscriptions payable outstanding on September 30, 2014 in the amount of $19,200.

On November 3, 2014, the Company issued 70,000 shares of common stock in settlement of a subscriptions payable outstanding on September 30, 2014 in the amount of $11,200.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Our Management’s Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Statement reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, its unaudited financial statements and related notes elsewhere in this Form 10-Q, which have been prepared in accordance with accounting principles generally accepted in the United States.

Summary Overview

We are a research-based company that intends to discover and develop medical treatments for humans, specifically targeting the treatment of Alzheimer’s Disease (AD), Fibromyalgia, Multiple Sclerosis (MS), Traumatic Brain Injury (TBI), Amyotrophic Lateral Sclerosis (ALS/Lou Gehrig’s Disease), Blood Sepsis and Viremia, and Cancer.

We have exclusive licenses to two US granted patents, one covering our basic technology to “Physically remove the pathophysiological basis of the disease TM” and a patent covering our pain-relieving medication aimed at the fibromyalgia and neuralgia market. Our plans are to work toward FDA approval of our drug candidate, Feldetrex. Although we have been considering the William Beaumont Army Medical Center as a possible clinical trial testing venue, after consultation with our expert consultant on FDA regulations we are now leaning toward selecting a venue which will expedite our corporate goal of obtaining FDA approval. We are seeking to raise the necessary funds required carry out the costly clinical trials.

UTEP Collaborative Agreement

On May 9, 2012, we entered into a Collaborative Agreement with the University of Texas at El Paso. Pursuant to the terms of the Agreement, we will work jointly with the University to develop a series of research and development programs around our sequential-dialysis technology in the areas of Alzheimer's Disease, Traumatic Brain Injury (TBI), Chronic Pain Syndrome, Fibromyalgia, Multiple Sclerosis, Amyotrophic Lateral Sclerosis (ALS or Lou Gehrig's disease), Blood Sepsis, Cancer, Heart Attacks and Strokes. The programs will utilize the facilities at one or more of the University of Texas’ campuses. We will pay the University’s actual overhead for the projects, a negotiated facility and administration overhead expense, and 10% of all gross revenues associated with the sale, license and/or royalties of all products and treatment procedures directly affiliated with the programs. Intellectual property jointly invented and developed as a result of the projects will be owned jointly by the University and us. The agreement has an initial term of five (5) years, and is renewable upon mutual agreement of the parties.

U.S. Army CRADA

On June 7, 2013, we entered into a Cooperative Research and Development Agreement (the “CRADA”) with the Clinical Investigation Regulatory Office U.S. Army Medical Research and Material Command (“CIRO”) for performing medical research, development, testing and evaluation.

The purpose of the CRADA is to outline the terms upon which we will collaborate with the U.S. Army Medical Research and Material Command at the William Beaumont Army Medical Center (“WBAMC”) on the “Clearance of Specific Immunomodulators from Cerebrospinal Fluid via Selective Dialysis”, and more specifically targeting the prevention of suicidal ideation and clinical depression, and to assist in the creation of antibodies in order to obtain a decrease in the neuropathologic findings in traumatic brain injury.

Our obligation under the CRADA, in addition to providing the basis for the study, is to cover approximately $10,000 in costs, while the U.S. Army Medical Research and Material Command will provide equipment, material and services. The CRADA can be terminated by either party pursuant to thirty (30) days’ notice, or work will cease upon completion of the study, exhaustion of funds, termination, or July 31, 2016, whichever occurs first. We have the initial authorization to file patent applications on all inventions jointly developed during the term of the CRADA.

We have not generated any revenue to date, and we do not currently have a product ready for market.

Going Concern

As a result of our financial condition, we have received a report from our independent registered public accounting firm for our financial statements for the years ended December 31, 2013 and 2012, which includes an explanatory paragraph describing the uncertainty as to our ability to continue as a going concern. In order to continue as a going concern we must effectively balance many factors and begin to generate revenue so that we can fund our operations from our sales and revenues. If we are not able to do this we may not be able to continue as an operating company. At our current revenue and burn rate, our cash on hand will last less than a month, and thus we must raise capital through the sale of our stock. However, there is no assurance that our existing cash flow will be adequate to satisfy our existing operating expenses and capital requirements.

Results of Operations for the Three and Nine Months ended September 30, 2014 and 2013:

Introduction

We had no revenues for the three and nine months ended September 30, 2014. Our operating expenses were $247,042 and $734,722 for the three and nine months ended September 30, 2014, compared to $1,025,266 and $3,870,882 for the three and nine months ended September 30, 2013, a decrease of $778,224 and $3,136,160, or 76% and 81%, respectively. Our operating expenses consisted mostly of professional fees, research and development costs, and general and administrative expenses as we continued to incur research and development costs in connection with our U.S. Army CRADA and UTEP Collaborative Agreements.

Revenues and Net Operating Loss

Our revenue, operating expenses, net operating loss, and net loss for the three and nine months ended September 30, 2014 and 2013, were as follows:

	Three Months			Three Months			Nine Months			Nine Months
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013

Revenue	$	-		$	-		$	-		$	-

Operating expenses:
Research and development		25,588			58,473			80,550			180,213
General and administrative		113,769			666,936			201,883			2,994,164
Professional fees		107,685			299,857			452,289			696,505
Total operating expenses		247,042			1,025,266			734,722			3,870,882

Net operating loss		(247,042	)		(1,025,266	)		(734,722	)		(3,870,882	)
Other expense		-			(8,044	)		(29,455	)		(8,524	)

Net loss	$	(247,042	)	$	(1,033,310	)	$	(764,177	)	$	(3,879,406	)

Revenues

The Company was established on May 10, 2010, and is in the development stage and had no revenues for the period from May 10, 2010 (inception) to September 30, 2014.

Research and Development

Research and development expenses were $25,588 and $80,550 for the three and nine months ended September 30, 2014, compared to $58,473 and $180,213 for the three and nine months ended September 30, 2013, a decrease of $32,885, or 56%, and a decrease of $99,663, or 55%, respectively. The decrease for the three months ended September 30, 2014, compared to the three months ended September 30, 2013, was primarily due to the correction of a short-term delay of payments owed by us for research and development done through our partners, specifically the University of Texas at El Paso and the U.S. Army, that occurred during the three months ended March 31, 2014, followed by a subsequent acceleration of those payments in the three months ended June 30, 2014. The decrease for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013, was a result of diminished costs incurred from UTEP and fewer patent application costs. We also had no expenses related to the development of our patented technologies during the time periods presented.

General and Administrative

General and administrative expenses were $113,769 and $201,883 for the three and nine months ended September 30, 2014, compared to $666,936 and $2,994,164 for the three and nine months ended September 30, 2013, a decrease of $553,167, or 83%, and a decrease of $2,792,281, or 93%, respectively. The decrease for the three months ended September 30, 2014, compared to the three months ended September 30, 2013, was primarily a result of decreased board of director compensation expense of $650,000 that was recognized due to the excess fair value of 1,000,000 shares of common stock sold at $0.05 per share during the three months ended September 30, 2013. The decrease for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013, was primarily due to the elimination of compensation related to stock issuances to Directors incurred during the three months ended March 31, 2013, that was not incurred during 2014. For the three and nine months ended September 30, 2014, general and administrative expenses consisted primarily of public relations, travel and administrative expenses.

Professional Fees

Professional fee expenses totaled $107,685 and $452,289 for the three and nine months ended September 30, 2014, compared to $299,857 and $696,505 for the three and nine months ended September 30, 2013, a decrease of $192,172, or 64%, and $244,216, or 35%, respectively. Amounts for both periods include non-cash stock based compensation. For the three months ended September 30, 2014, professional fees consisted of $14,250 of stock based compensation related to the issuance of a total of 90,000 shares of common stock to independent contractors, $68,929 related to subscriptions payable for the subsequent issuance of 480,000 shares of common stock and approximately $24,506 of professional fees paid, or owed in cash. For the nine months ended September 30, 2014, professional fees consisted of $194,150 of stock based compensation related to the issuance of a total of 373,462 shares of common stock, $68,929 related to subscriptions payable for the subsequent issuance of 480,000 shares of common stock and $49,751 of amortized warrant expenses to independent contractors and approximately $139,459 of professional fees paid, or owed in cash.

Net Operating Loss

Net operating loss for the three and nine months ended September 30, 2014, was $247,042, or ($0.01) per share, and $734,722, or $(0.04) per share, respectively, compared to $1,025,266, or $(0.06) per share, and $3,870,882, or ($0.26) per share, for the three and nine months ended September 30, 2013. The decrease in net operating loss was $778,224, or 76%, for the three months ended September 30, 2014, compared to the three months ended September 30, 2013, and $3,136,160, or 81%, for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013. For the three months ended September 30, 2014, compared to the three months ended September 30, 2013, the decrease was a result of the decrease in professional fees, research and development costs, and general and administrative expenses. For the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013, the decrease was a result primarily of a decrease in compensation related to stock issuances to Directors, plus a decrease in research and development costs, professional fees, and general and administrative expenses.

Other Expense

Other expense for the three and nine months ended September 30, 2014 was $-0- and $29,455, respectively, as compared to $8,044 and $8,524 for the three and nine months ended September 30, 2013. Other expense consisted of $-0- and $29,455 of interest and finance charges on debt and equity financing, consisting of interest on Officer and Director loans during the nine months ended September 30, 2014, compared to $180 and $660 of imputed interest on non-interest bearing debts owed to our Officers and Directors during the three and nine months ended September 30, 2013.

Net Loss

Net loss for the three and nine months ended September 30, 2014, was $247,042, or ($0.01) per share, and $764,177, or $(0.04) per share, respectively, compared to $1,033,310, or $(0.06) per share, and $3,879,406, or ($0.26) per share, for the three and nine months ended September 30, 2013. The decrease in net loss was $786,268, or 76%, for the three months ended September 30, 2014, compared to the three months ended September 30, 2013, and $3,115,229, or 80%, for the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013. For the three months ended September 30, 2014, compared to the three months ended September 30, 2013, the decrease was a result of the decrease in research and development costs, professional fees, and general and administrative expenses. For the nine months ended September 30, 2014, compared to the nine months ended September 30, 2013, the decrease was a result primarily of a decrease in compensation related to stock issuances to Directors, plus a decrease in research and development costs, general and administrative expenses, as well as professional fees.

Liquidity and Capital Resources

Our cash, current assets, total assets, current liabilities, and total liabilities as of September 30, 2014, and December 31, 2013, respectively, are as follows:

	September 30, 2014		December 31, 2013		Change

Cash	$	46,743	$	15,800	$	30,943
Total Current Assets		61,380		21,800		39,580
Total Assets		64,371		25,489		38,882
Total Current Liabilities		53,349		274,504		(221,155	)
Total Liabilities	$	53,349	$	274,504	$	(221,155	)

Our cash and total current assets increased because we were able to raise capital from the sale of our common stock. Our total current liabilities decreased because we used the proceeds of those stock sales to pay off debt. Our stockholders’ equity went from a deficit of $249,015 at December 31, 2013, to equity of $11,022 at September 30, 2014.

Cash Requirements

Our cash on hand as of September 30, 2014, was $46,743. Based on our lack of revenues and current monthly burn rate of approximately $63,000 per month, we will need to continue to fund operations by raising capital from the sale of our stock and debt financings.

On January 17, 2014, our registration statement became effective whereby we registered 15 million shares of common stock that we planned to sell to Kodiak Capital Group, LLC over time pursuant to an Investment Agreement entered into on December 5, 2013, wherein Kodiak agreed to invest up to five million dollars ($5,000,000). The offering was to automatically terminate on the earlier of (i) all 15 million shares being sold, (ii) when the maximum offering amount of $5,000,000 was achieved, or (iii) on January 17, 2015, unless we terminated it earlier (the Investment Agreement, which provided for a termination on July 17, 2014, was extended to July 17, 2015). On October 16, 2014, we exercised our right to terminate the Investment Agreement, after having received a total of $700,000 from the sale of 2,022,894 shares of our common stock to Kodiak.

Sources and Uses of Cash

Operations

We had net cash used in operating activities of $(571,307) for the nine months ended September 30, 2014, as compared to $(296,772) for the nine months ended September 30, 2013, an increase of $274,535, or 93%. For the nine months ended September 30, 2014, the net cash used in operating activities consisted primarily of our net loss of $(764,177), a decrease in accounts payable of $(87,696), an increase in prepaid expenses of $8,637, and a decrease in accounts payable to related parties of $(21,161), offset by non-cash adjustments to our net loss, primarily $312,830 of stock based compensation. For the nine months ended September 30, 2013, the net cash used in operating activities consisted primarily of our net loss of $(3,879,406) offset primarily by $3,520,854 of stock based compensation and an increase in accounts payable to related parties of $45,894.

Investments

We had $-0- and $(1,414) net cash used in investing activities for the nine months ended September 30, 2014 and 2013, respectively.

Financing

Our net cash provided by financing activities for the nine months ended September 30, 2014, was $602,250, compared to $331,620 for the nine months ended September 30, 2013. For the nine months ended September 30, 2014, our financing activities consisted of proceeds from the sale of common stock of $711,250, offset by repayments on notes payable to related parties of $109,000. For the nine months ended September 30, 2013, our financing activities consisted of proceeds of $308,120 from the sale of common stock, offset by repayments on notes payable to related parties of $3,000.

Debt Instruments, Guarantees, and Related Covenants

None.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4. Controls and Procedures

(a) Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of September 30, 2014, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2014, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in our Annual Report on Internal Control Over Financial Reporting filed in our Annual Report on Form 10-K.

Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all errors and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

(b) Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, the three month period ended September 30, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

We are not a party to or otherwise involved in any legal proceedings.

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, other than as set forth herein, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

ITEM 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

On September 22, 2014, we issued seventy five thousand (75,000) shares of our common stock, restricted in accordance with Rule 144, to a third party as partial consideration for services rendered pursuant to a letter agreement dated August 12, 2014. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, the investor was accredited and familiar with our operations and there was no solicitation in connection with the issuance.

On September 26, 2014, we approved the issuance of seventy thousand (70,000) shares of our common stock, restricted in accordance with Rule 144, to K. Adam Dubov as partial consideration for services rendered pursuant to a Consulting Agreement dated September 19, 2014. In conjunction with the Consulting Agreement, Mr. Dubov was appointed as a member of our Scientific Advisory Board. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, the investor was accredited and familiar with our operations and there was no solicitation in connection with the issuance. The shares were issued on October 6, 2014.

On September 30, 2014, we issued fifteen thousand (15,000) shares of our common stock, restricted in accordance with Rule 144, to a third party as consideration for services rendered. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, the investor was accredited and familiar with our operations and there was no solicitation in connection with the issuance.

ITEM 3. Defaults Upon Senior Securities

There have been no events which are required to be reported under this Item.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

There have been no events which are required to be reported under this Item.

ITEM 6. Exhibits

(a) Exhibits

3.1 (1)		Articles of Incorporation of Premier Biomedical, Inc.

3.2 (1)		Bylaws of Premier Biomedical, Inc.

3.3 (1)		Certificate of Designation of Series A Convertible Preferred Stock

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32.1		Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document

101.SCH		XBRL Schema Document

101.CAL		XBRL Calculation Linkbase Document

101.DEF		XBRL Definition Linkbase Document

101.LAB		XBRL Labels Linkbase Document

101.PRE		XBRL Presentation Linkbase Document

(1) Incorporated by reference from our Registration Statement on Form S-1 dated June 13, 2011, filed with the Commission on June 14, 2011.

SIGNATURES

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

	Premier Biomedical, Inc.

Dated: November 17, 2014	By:	/s/ William A. Hartman
		William A. Hartman
	Its:	Chief Executive Officer

PREMIER BIOMEDICAL INC - FORM 10-Q - November 17, 2014

Attached files

PREMIER BIOMEDICAL INC Reports