PREMIER BIOMEDICAL INC - Quarter Report: 2013 September (Form 10-Q)

biei_10q.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, 2013

o	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 o

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 o

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	o	Accelerated filer	o
Non-accelerated filer	o	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 o 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 o No o

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 12, 2013, there were 18,005,819 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	37

ITEM 3	Quantitative and Qualitative Disclosures About Market Risk	43

ITEM 4	Controls and Procedures	44

PART II –	OTHER INFORMATION	45

ITEM 1	Legal Proceedings	45

ITEM 1A	Risk Factors	45

ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	45

ITEM 3	Defaults Upon Senior Securities	46

ITEM 4	Mine Safety Disclosures	46

ITEM 5	Other Information	46

ITEM 6	Exhibits	47

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,
	2013			2012
	(Unaudited)
ASSETS
Current assets:
Cash	$	73,718		$	40,284
Prepaid expenses		187			69
Total current assets		73,905			40,353

Property and equipment, net		3,922			3,042

Total assets	$	77,827		$	43,395

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	98,954		$	88,598
Accounts payable, related parties		64,547			18,563
Accrued interest		279			-
Convertible note payable, net of discount of $19,151 and $-0-, respectively		7,349			-
Notes payable, related parties		9,000			12,000
Total current liabilities		180,129			119,161

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, 17,211,679 and 12,374,479 shares issued and outstanding
at September 30, 2013 and December 31, 2012, respectively		172			124
Additional paid in capital		5,684,896			1,732,151
Subscriptions payable, -0- and 40,000 shares at
September 30, 2013 and December 31, 2012, respectively		-			20,000
(Deficit) accumulated during development stage		(5,787,370	)		(1,828,041	)
Total stockholders' equity (deficit)		(102,302	)		(75,766	)

Total liabilities and stockholders' equity (deficit)	$	77,827		$	43,395

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
	2013			2012			2013			2012			2013

Revenue	$	-		$	-		$	-		$	-		$	-

Operating expenses:
Research and development		58,473			-			180,213			-			258,617
General and administrative		666,936			17,265			2,994,164			30,342			3,050,331
Professional fees		299,857			41,041			696,505			81,827			2,342,569
Impairment of patents		-			-			-			-			46,591
Total operating expenses		1,025,266			58,306			3,870,882			112,169			5,698,108

Net operating loss		(1,025,266	)		(58,306	)		(3,870,882	)		(112,169	)		(5,698,108	)

Other expense:
Interest expense		(8,044	)		(239	)		(8,524	)		(385	)		(9,339	)
Total other expenses		(8,044	)		(239	)		(8,524	)		(385	)		(9,339	)

Net loss		(1,033,310	)		(58,545	)		(3,879,406	)		(112,554	)		(5,707,447	)

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

Net loss attributable to common stockholders	$	(1,033,310	)	$	(58,545	)	$	(3,959,329	)	$	(112,554	)	$	(5,787,370	)

Weighted average number of common shares
outstanding - basic and fully diluted		15,920,418			11,922,156			15,159,228			11,609,331

Net loss per share - basic and fully diluted	$	(0.06	)	$	(0.00	)	$	(0.26	)	$	(0.01	)

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		-		-		-		-		660			-			-			660

Amortization of warrants granted for services, related parties		-		-		-		-		259,044			-			-			259,044

Amortization of warrants granted for services		-		-		-		-		3,860			-			-			3,860

Modication of warrants, expiration of 190,289 warrants extended to July 23, 2013		-		-		-		-		79,923			-			(79,923	)		-

Common stock issued for services		-		-		400,000		4		292,946			-			-			292,950

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 nine months ended September 30, 2013		-		-		-		-		-			-			(3,879,406	)		(3,879,406	)

Balance, September 30, 2013 (Unaudited)		-	$	-		17,211,679	$	172	$	5,684,896		$	-		$	(5,787,370	)	$	(102,302	)

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
	2013			2012			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$	(3,879,406	)	$	(112,554	)	$	(5,707,447	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Impairment of patents		-			-			46,591
Depreciation		534			60			735
Imputed interest on non-interest bearing related party debts		660			385			1,286
Amortization of debt discount		4,085			-			4,085
Stock based compensation		3,520,854			9,728			4,990,111
Decrease (increase) in assets:
Prepaid expenses		(118	)		(187	)		(187	)
Increase (decrease) in liabilities:
Accounts payable		10,356			28,134			98,954
Accounts payable, related parties		45,984			1,664			46,124
Accrued interest		279			-			279
Net cash used in operating activities		(296,772	)		(72,770	)		(519,469	)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments on patent rights and applications		-			(6,293	)		(13,351	)
Purchases of property and equipment		(1,414	)		(2,406	)		(4,657	)
Net cash used in investing activities		(1,414	)		(8,699	)		(18,008	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible note payable		26,500			-			26,500
Proceeds from notes payable, related parties		-			12,000			15,355
Repayments on notes payable, related parties		(3,000	)		-			(6,355	)
Proceeds from the sale of common stock		308,120			116,650			575,695
Net cash provided by financing activities		331,620			128,650			611,195

NET CHANGE IN CASH		33,434			47,181			73,718
CASH AT BEGINNING OF PERIOD		40,284			26,264			-

CASH AT END OF PERIOD	$	73,718		$	73,445		$	73,718

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

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Purchase of patent rights and applications paid subsequent to period end	$	-		$	15,404
Discount on beneficial conversion feature on convertible note	$	23,236		$	-
Cashless exercise of common stock warrants, 250,000 warrants exercised	$	-		$	3
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

We maintain 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.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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.

Stock-Based Compensation

The Company adopted FASB guidance on stock based compensation upon inception at May 10, 2010. 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, 2013, the Company recognized $262,904 of compensation expense 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. During the comparative nine months ended September 30, 2012, the Company recognized $9,728 of compensation expense related to common stock warrants issued for services.

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. No sales have yet commenced.

Advertising and Promotion

All costs associated with advertising and promoting products are expensed as incurred. These expenses were $5,482 and $1,795 for the nine months ended September 30, 2013 and 2012, 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 assets 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 July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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.

In February 2013, FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income (but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period); and

Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 has not had a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 did not have a material impact on our financial position 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, incurred net losses from operations resulting in an accumulated deficit of $5,787,370 and a working capital deficit of $106,224 as of September 30, 2013. 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 $63,305 and $18,423 as of September 30, 2013 and December 31, 2012, 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 $1,242 and $140 as of September 30, 2013 and December 31, 2012, respectively, to the Company’s CEO for reimbursable expenses.

Notes Payable

The Company has received short term loans from officers and directors as disclosed in Note 6 below.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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.

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%.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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 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:

-	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.

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%.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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. 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 $1,040 of amortization recorded to professional fee expense during the nine months ended September 30, 2013 and 2012, respectively. The unamortized balance at September 30, 2013 was $-0-.

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. 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 $1,040 of amortization recorded to professional fee expense during the nine months ended September 30, 2013 and 2012, respectively. The unamortized balance at September 30, 2013 was $-0-.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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 $4,458- of amortization recorded to professional fee expense during the nine months ended September 30, 2013 and 2012, respectively. The unamortized balance at September 30, 2013 was $-0-.

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 $2,496 of professional fee expense during the nine months ended September 30, 2013 and 2012, respectively.

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 $7,763 and $694 of professional fee expense during the nine months ended September 30, 2013 and 2012, respectively. The unamortized balance at September 30, 2013 was $-0-.

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, 2013 and December 31, 2012:

	Fair Value Measurements at September 30, 2013
	Level 1		Level 2			Level 3
Assets
Cash	$	73,718	$	-		$	-
Total assets		73,718		-			-
Liabilities
Convertible note payable, net of discount		-		7,349			-
Notes payable, related parties		-		9,000			-
Total liabilities		-		16,349			-
	$	73,718	$	(16,349	)	$	-

	Fair Value Measurements at December 31, 2012
	Level 1		Level 2			Level 3
Assets
Cash	$	40,284	$	-		$	-
Total assets		40,284		-			-
Liabilities
Notes payable, related parties		-		12,000			-
Total liabilities		-		12,000			-
	$	40,284	$	(12,000	)	$	-

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, 2013 or the year ended December 31, 2012.

The Company recorded fair value adjustments of $-0- and $31,774 during the nine months ended September 30, 2013 and the year ended December 31, 2012, respectively, related to the impairment of the carrying value of its patent rights and applications.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Note 6 – Convertible Note Payable

Convertible note payable consists of the following at September 30, 2013 and December 31, 2012, respectively:

	September 30,			December 31,
	2013			2012

On August 13, 2013, the Company received an unsecured loan in the amount of $26,500, bearing interest at 8%, maturing on May 13, 2014. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty five percent (55%) of the average of the two (2) lowest closing bid prices of the Common Stock during the ten (10) trading day period ending one trading day prior to the date the Conversion Notice is delivered, or $0.01 per share, whichever is greater.	$	26,500		$	-

Total convertible note payable		26,500			-
Less: unamortized discount on beneficial conversion feature		(19,151	)		-
Convertible note payable		7,349			-
Less: current portion		7,349			-
Convertible note payable, less current portion	$	-		$	-

The Company recognized interest expense in the amount of $279 and $-0- for the nine months ended September 30, 2013 and 2012, respectively, related to the convertible debt.

In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible debts by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible debt. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt.

The aforementioned accounting treatment resulted in a total debt discount equal to $23,236 and $-0- during the nine months ended September 30, 2013 and the year ended December 31, 2012, respectively. The discount is amortized on a straight line basis from the dates of issuance until the earlier of the stated redemption date of the debts, as noted above or the actual settlement date. During the nine months ended September 30, 2013 and 2012, the Company recorded debt amortization expense in the amount of $4,085 and $-0-, respectively, attributed to the aforementioned debt discount.

The convertible note, consisting of total original face values of $26,500 from LG Capital Funding, LLC that created the beneficial conversion feature carries a default provision that places a “maximum share amount” on the note holder that can be owned as a result of the conversions to common stock by the note holder of 4.99% of the issued and outstanding shares of the Company.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Note 7 – Notes Payable, Related Parties

Notes payable, related parties consist of the following at September 30, 2013 and December 31, 2012, respectively:

	September 30,		December 31,
	2013		2012

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.	$	3,000	$	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.		3,000		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.		-		3,000

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.		3,000		3,000

Total notes payable, related parties		9,000		12,000
Less: current portion		9,000		12,000
Notes payable, related parties, less current portion	$	-	$	-

The Company recorded imputed interest expense in the amount of $660 and $385 for the nine months ended September 30, 2013 and 2012, respectively related to notes payable, related parties.

Note 8 – Commitments and Contingencies

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, 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 us. The agreement has an initial term of five (5) years, and is renewable upon mutual agreement of the parties.

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 Class A 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 (2013)

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.

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 that were presented as a subscriptions payable at June 30, 2013.

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 that were presented as a subscriptions payable at June 30, 2013.

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, as such, the proceeds were presented as a subscriptions payable at June 30, 2013.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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, as such, the proceeds were presented as a subscriptions payable at June 30, 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.

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.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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.

-	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%.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Common Stock (2010)

-	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.

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:

-	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%.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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.

-	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%.

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 is being amortized on a straight line basis over the life of the loan.

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, 2013 and 2012.

Series A Preferred Stock Warrants Expired

No series A preferred stock warrants expired during the nine months ended September 30, 2013 and 2012.

Series A Preferred Stock Warrants Exercised

No series A preferred stock warrants were exercised during the nine months ended September 30, 2013 and 2012.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

The following is a summary of information about the Series A Preferred Stock Warrants outstanding at September 30, 2013.

Shares Underlying

Warrants Outstanding

Shares Underlying

Warrants Exercisable

Weighted

Average

Weighted

Range of

Underlying

Remaining

Average

Underlying

Average

Exercise

Warrants

Contractual

Exercise

Warrants

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

0.001

2,000,000

6.7 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,
	2013			2012

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

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, 2013 and 2012, there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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

			Weighted
			Average
	Number of		Exercise
	Shares		Price

Balance, December 31, 2011		2,000,000	$	0.001
Warrants cancelled		-		-
Warrants granted		-		-
Warrants exercised		-		-
Balance, December 31, 2012		2,000,000	$	0.001
Warrants cancelled		-		-
Warrants granted		-		-
Warrants exercised		-		-
Balance, September 30, 2013		2,000,000	$	0.001

Exercisable, September 30, 2013		2,000,000	$	0.001

Note 11 – Common Stock Warrants

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 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 $121,212, or $0.4040 per share as of September 30, 2013, based on a volatility rate of 104%, a risk-free interest rate of 0.63% and an expected term of 3 years.

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.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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 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. 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 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.

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. 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 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.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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 $153,615, or $0.7315 per share as of September 30, 2012, based on a volatility rate of 108%, a risk-free interest rate of 0.49% and an expected term of 3.76 years.

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 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 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.

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 23, 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.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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.

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 from the date the Company begins trading on a public stock exchange, which occurred on August 1, 2012, 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.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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. These warrants were subsequently amended on June 30, 2012 to be exercisable on a cashless basis. All other terms remain unchanged.

The Company recognized a total of $233,727, and $7,232 of compensation expense during the nine months ended September 30, 2013 and 2012, respectively, on common stock warrants issued to employees and directors that were amortized over the implied service term, or vesting period, of the warrants. These warrants were fully amortized as of September 30, 2013.

In addition, the Company recognized a total of $25,317, and $2,496 of compensation expense during the nine months ended September 30, 2013 and 2012, respectively, on common stock warrants issued to directors acting in their capacity as non-employees or directors. In accordance with Accounting Standards Codification (“ASC”) 505-50, non-employee stock based compensation awards are re-measured each period; accordingly there is no unamortized balance of these warrants.

The Company also recognized a total of $3,860, and $-0- of compensation expense during the nine months ended September 30, 2013 and 2012, respectively, on common stock warrants issued to independent contractors acting in their capacity as Non-Employees. In accordance with Accounting Standards Codification (“ASC”) 505-50, non-employee stock based compensation awards are re-measured each period; accordingly there is no unamortized balance of these warrants.

Common Stock Warrants Cancelled

No warrants were cancelled during the nine months ended September 30, 2013 and 2012.

Common Stock Warrants Expired

A total of 169,289 and -0- warrants expired during the nine months ended September 30, 2013 and 2012, respectively.

Common Stock Warrants Exercised

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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

A total of 710,000 and -0- common stock warrants were exercised during the year ended December 31, 2012 and 2011, respectively. 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, 2013.

Shares Underlying

Warrants Outstanding

Shares Underlying

Warrants Exercisable

Range of

Underlying

Weighted

Average

Remaining

Weighted

Average

Underlying

Weighted

Average

Exercise

Warrants

Contractual

Exercise

Warrants

Exercise

Prices

Outstanding

Life

Price

Exercisable

Price

0.00001 – $1.45

39,640,000

6.61 years

0.1177

39,340,000

0.1112

	September 30,			December 31,
	2013			2012

Average risk-free interest rates		0.63	%		3.27	%
Average expected life (in years)		3.0			5.0

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, 2013 and 2012, there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock during the period from May 10, 2010 (inception) to December 31, 2010 was approximately $0.00001 per warrant, and approximately $0.10 per warrant granted during the year ended December 31, 2011, the weighted average fair value of warrants granted during the year ended December 31, 2012 was $1.38 per warrant, and the weighted average fair value of warrants granted during the nine months ended September 30, 2013 was $0.9037 per warrant.

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

				Weighted
				Average
	Number of			Exercise
	Shares			Price

Balance, December 31, 2011		37,223,200		$	0.00195
Warrants expired		-			-
Warrants granted		3,183,289			1.38054
Warrants exercised		(720,000	)		(0.06528	)
Balance, December 31, 2012		39,686,489		$	0.11138
Warrants expired		(169,289	)		(0.4362	)
Warrants granted		410,000			0.9037
Warrants exercised		(287,200	)		(0.1850	)
Balance, September 30, 2013		39,640,000		$	0.1177

Exercisable, September 30, 2013		39,640,000		$	0.1177

The Company recognized a total of $262,904 and $9,728 of stock based compensation on common stock warrants for the nine months ended September 30, 2013 and 2012, respectively, in addition to $79,923 that was recognized as a deemed dividend on June 28, 2013 pursuant to the extension of a total of 190,289 previously granted common stock warrants issued amongst ten former investors, with an exercise price of $0.50 for approximately an additional 25 days from their expiration.

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, 2013 and the year ended December 31, 2012, 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, 2013 and December 31, 2012, the Company had $740,198 and $382,142 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2031.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

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

	September 30,			December 31,
	2013			2012
Deferred tax assets:
Net operating loss carry forwards	$	259,070		$	129,370

Net deferred tax assets before valuation allowance	$	259,070		$	129,370
Less: Valuation allowance		(259,070	)		(129,370	)
Net deferred tax assets	$	-		$	-

Based on the available objective evidence, including the Company’s history of its loss, 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, 2013 and December 31, 2012, respectively.

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,
	2013			2012

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.

Premier Biomedical, Inc.

(A Development Stage Company)

Notes to Financial Statements

(Unaudited)

Note 13 – Subsequent Events

On November 6, 2013, the company repaid the convertible note with LG Capital Funding, LLC in full with a payment of $33,788, consisting of $26,500 of principal, $530 of interest, and $6,758 as a prepayment penalty.

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 31, 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 $289,635 based on the closing price of the Company’s common stock on the date of grant.

On October 31, 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 $124,129 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.

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.

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 operation 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 period from May 10, 2010 (Inception) to December 31, 2012 that 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 approximately two months. 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 months ended September 30, 2013 and 2012:

	Three Months Ended
	September 30,						Increase /
	2013			2012			(Decrease)

Revenue	$	-		$	-		$	-

Operating expenses:
Research and development		58,473			-			58,473
General and administrative		666,936			17,265			649,671
Professional fees		299,857			41,041			258,816
Total operating expenses		1,025,266			58,306			966,960

Net operating loss		(1,025,266	)		(58,306	)		966,960
Other expense		(8,044	)		(239	)		7,805

Net loss	$	(1,033,310	)	$	(58,545	)	$	974,765

Revenues:

The Company was established on May 10, 2010 and is in the development stage and had no revenues from the period from May 10, 2010 (inception) to September 30, 2013.

Research and Development:

Research and development expenses were $58,473 for the three months ended September 30, 2013 compared to $-0- for the three months ended September 30, 2012, an increase of $58,473. The increase was primarily due to research and development costs incurred during the three months ended September 30, 2013 related to the development of our patented technologies and research fees incurred with UTEP and CIRO that were not incurred during the comparative three months ended September 30, 2012.

General and Administrative:

General and administrative expenses were $666,936 for the three months ended September 30, 2013 compared to $17,265 for the three months ended September 30, 2012, an increase of $649,671, or 3,763%. The increase was primarily due to non-cash 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 that were not incurred during the comparative three months ended September 30, 2012.

Professional Fees:

Professional fees expense was $299,857 for the three months ended September 30, 2013 compared to $41,041 for the three months ended September 30, 2012, an increase of $258,816, or 631%. The increase was primarily due to $256,500 of non-cash stock based compensation related to a total of 350,000 shares of common stock granted to independent contractors during the three months ended September 30, 2013 that were not incurred during the comparative three months ended September 30, 2012.

Net Operating Loss:

Net operating loss for the three months ended September 30, 2013 was $1,025,266 or ($0.06) per share compared to a net operating loss of $58,306 for the three months ended September 30, 2012, or ($0.00) per share, an increase of $966,960 or 1,658%. Net operating loss increased primarily due to $906,500 of non-cash stock based compensation costs and $58,473 of increased research and development costs incurred as we commenced our efforts to develop our patented technologies in the current year.

Other Expense:

Other expense for the three months ended September 30, 2013 was $8,044 compared to $239 for the three months ended September 30, 2012, an increase of $7,805 or 3,266%. Other expense consisted of $180 of imputed interest expense on non-interest bearing debts owed to our officers and directors, $279 of accrued interest and $3,500 of finance costs on a convertible note payable, and $4,085 of amortization expense on the debt discount related to the beneficial conversion feature of the convertible promissory note. The increase was primarily due to increased lending obtained pursuant to a convertible promissory note entered into on August 13, 2013 that was outstanding during the three months ended September 30, 2013 that was not outstanding during the comparative three months ended September 30, 2012.

Net Loss:

Net loss for the three months ended September 30, 2013 was $1,033,310 or ($0.06) per share compared to a net loss of $58,545 for the three months ended September 30, 2012, or ($0.00) per share, an increase of $974,765 or 1,665%. Net loss increased primarily due to $906,500 of stock based compensation costs, $58,473 of increased research and development costs incurred as we commenced our efforts to develop our patented technologies and $7,864 of interest and finance costs incurred during the three months ended September 30, 2013 that were not incurred during the comparative three months ended September 30, 2012.

Results of operations for the nine months ended September 30, 2013 and 2012:

	Nine Months Ended
	September 30,						Increase /
	2013			2012			(Decrease)

Revenue	$	-		$	-		$	-

Operating expenses:
Research and development		180,213			-			180,213
General and administrative		2,994,164			30,342			2,963,822
Professional fees		696,505			81,827			614,678
Total operating expenses		3,870,882			112,169			3,758,713

Net operating loss		(3,870,882	)		(112,169	)		3,758,713
Other expense		(8,524	)		(385	)		8,139

Net loss	$	(3,879,406	)	$	(112,554	)	$	3,766,852

Revenues:

The Company was established on May 10, 2010 and is in the development stage and had no revenues from the period from May 10, 2010 (inception) to September 30, 2013.

Research and Development:

Research and development expenses were $180,213 for the nine months ended September 30, 2013 compared to $-0- for the nine months ended September 30, 2012, an increase of $180,213. The increase was primarily due to research and development costs incurred during the nine months ended September 30, 2013 related to the development of our patented technologies and research fees incurred with UTEP and CIRO that were not incurred during the comparative nine months ended September 30, 2012.

General and Administrative:

General and administrative expenses were $2,994,164 for the nine months ended September 30, 2013 compared to $30,342 for the nine months ended September 30, 2012, an increase of $2,963,822, or 9,768%. The increase was primarily due to stock based compensation costs of $2,965,000 from the excess fair value of a total of 4,000,000 shares of common stock sold amongst four directors at a $0.05 per share purchase price incurred during the nine months ended September 30, 2013 that were not incurred during the comparative nine months ended September 30, 2012.

Professional Fees:

Professional fees expense was $696,505 for the nine months ended September 30, 2013 compared to $81,827 for the nine months ended September 30, 2012, an increase of $614,678, or 751%. The increase was primarily due to $555,854 of stock based compensation during the nine months ended September 30, 2013, consisting of $259,044 of amortization of non-cash stock based compensation related to common stock warrants granted to officers and directors from September 28, 2012 through October 1, 2012, $3,860 of amortization of non-cash stock based compensation related to common stock warrants granted to independent consultants, $292,950 from the fair value of 400,000 shares of common stock granted for consulting services, and an increase of approximately $60,000 of legal and consulting fees that were not incurred during the comparative nine months ended September 30, 2012.

Net Operating Loss:

Net operating loss for the nine months ended September 30, 2013 was $3,870,882 or ($0.26) per share compared to a net operating loss of $112,169 for the nine months ended September 30, 2012, or ($0.01) per share, an increase of $3,758,713 or 3,351%. Net operating loss increased primarily due to stock based compensation costs of $2,965,000 from the excess fair value of a total of 4,000,000 shares of common stock sold amongst four directors at a $0.05 per share purchase price, $555,854 of non-cash stock based compensation, $180,213 of increased research and development costs and an approximate increase of $60,000 of legal and consulting fees during the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012.

Other Expense:

Other expense for the nine months ended September 30, 2013 was $8,524 compared to $385 for the nine months ended September 30, 2012, an increase of $8,139, or 2,114%. Other expense consisted of $660 of imputed interest expense on non-interest bearing debts owed to our officers and directors, $279 of accrued interest and $3,500 of finance costs on a convertible note payable, and $4,085 of amortization expense on the debt discount related to the beneficial conversion feature of the convertible promissory note. The increase was primarily due to increased lending obtained pursuant to a convertible promissory note entered into on August 13, 2013 that was outstanding during the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012.

Net Loss:

Net loss for the nine months ended September 30, 2013 was $3,879,406 or ($0.26) per share compared to a net loss of $112,554 for the nine months ended September 30, 2012, or ($0.01) per share, an increase of $3,766,852 or 3,347%. Net loss increased primarily due to stock based compensation costs of $2,965,000 from the excess fair value of a total of 4,000,000 shares of common stock sold amongst four directors at a $0.05 per share purchase price, $555,854 of non-cash stock based compensation, $180,213 of increased research and development costs, an approximate increase of $60,000 of legal and consulting fees and an increase of $7,864 of interest and finance costs during the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012.

Liquidity and Capital Resources

Our cash, current assets, total assets, current liabilities, and total liabilities as of September 30, 2013 and December 31, 2012, respectively, are as follows:

	September 30,		December 31,
	2013		2012			Change

Cash	$	73,718		$	40,284	$	33,434
Total Current Assets		73,905			40,353		33,552
Total Assets		77,827			43,395		34,432
Total Current Liabilities		180,129			119,161		60,968
Total Liabilities	$	180,129		$	119,161	$	60,968

Our cash and total current assets increased because we were able to raise capital from the sale of our stock and debt financing. Our total current liabilities increased primarily due to increased accounts payable and a convertible note payable. Our working capital deficit was $106,224 at September 30, 2013.

Cash Requirements

Although we had $73,718 in cash as of September 30, 2013, based on our lack of revenues, cash on hand and current monthly burn rate of approximately $33,000 per month, we will need to continue to fund operations by raising capital from the sale of our stock and debt financings.

Sources and Uses of Cash

Operations

We had net cash used in operating activities of $(296,772) for the nine months ended September 30, 2013, as compared to $(72,770) for the nine months ended September 30, 2012. 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), and increase in prepaid expenses of $(118), offset by non-cash adjustments to our net loss, including $534 of depreciation expense, $660 of imputed interest on related party loans, $4,085 of amortization on debt discount, and $3,520,854 of stock based compensation, and an increase in accounts payable of $56,340 and an increase of $279 in accrued interest. For the nine months ended September 30, 2012, the net cash used in operating activities consisted primarily of our net loss of $(112,554), plus prepaid expenses of $(187), as offset by $60 of depreciation expense, $385 of imputed interest on related party loans, $9,728 of stock based compensation and an increase in accounts payable of $29,798.

Investments

We had net cash used in investing activities of $(1,414) from the purchase of property and equipment for the nine month period ended September 30, 2013 and used cash in investing activities of $(8,699), consisting of $6,293 from payments on patent rights and applications and $2,406 from the purchase of property and equipment during the nine month period ended September 30, 2012.

Financing

Our net cash provided by financing activities for the nine months ended September 30, 2013 was $331,620, compared to $128,650 for the nine months ended September 30, 2012. For the nine months ended September 30, 2013, our financing activities consisted of proceeds of $308,120 from the sale of common stock, including $53,120 from the exercise of warrants, proceeds of $55,000 from stock sales to four independent investors and proceeds of $200,000 from stock sales to nine of our officers and directors, in addition to $26,500 received pursuant to the issuance of a convertible promissory note and repayments of $3,000 to a director. For the nine months ended September 30, 2012, our financing activities consisted of proceeds of $116,650 from the sale of common stock, including $53,120 from the exercise of warrants and proceeds of $55,000 from stock sales to independent investors, in addition to $12,000 from short term loans by our officers and directors.

Debt Instruments, Guarantees, and Related Covenants

On August 13, 2013, the Company received an unsecured loan in the amount of $26,500, bearing interest at 8%, maturing on May 13, 2014. The principal and interest is convertible into shares of common stock at the discretion of the note holder at a price equal to fifty five percent (55%) of the average of the two (2) lowest closing bid prices of the Common Stock during the ten (10) trading day period ending one trading day prior to the date the Conversion Notice is delivered, or $0.01 per share, whichever is greater.

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, 2013, 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, 2013, 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, 2013, 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

From July 2, 2013, to July 25, 2013, we issued an aggregate of 61,000 shares of our common stock to a total of eight (8) individuals pursuant to the exercise of common stock purchase warrants at $0.50 per share for total proceeds of $30,500.

On July 3, 2013, we issued an aggregate of 35,000 shares of our common stock to a total of seven (7) individuals pursuant to the exercise of common stock purchase warrants at $0.10 per share for total proceeds of $3,500.

From July 6, 2013, to July 25, 2013, we issued an aggregate of 161,200 shares of our common stock to a total of twenty-one (21) individuals pursuant to the exercise of common stock purchase warrants at $0.10 per share for total proceeds of $16,120.

On July 15, 2013, we issued 50,000 shares of our common stock to one individual for consulting services. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, the individual was either accredited or sophisticated and familiar with our operations, and there was no solicitation.

On July 19, 2013, we issued an aggregate of 20,000 shares of our common stock to a total of seven (7) individuals pursuant to the exercise of common stock purchase warrants at $0.10 per share for total proceeds of $2,000.

On August 13, 2013, we entered into a Securities Purchase Agreement with LG Capital Funding, LLC (“LG Capital”), pursuant to which we sold to LG Capital a 8% Convertible Promissory Note in the original principal amount of $26,500 (the “Note”). The Note has a maturity date of May 13, 2014, and is convertible after 180 days into the greater of: (i) the Variable Conversion Price or (ii) the Fixed Conversion Price. The “Variable Conversion Price” shall mean 55% multiplied by the Market Price (representing a discount rate of 45%). “Market Price” means the average of the lowest two (2) Trading Prices for the Common Stock during the ten (10) Trading Day period ending one Trading Day prior to the date we receive the Conversion Notice from LG Capital. “Trading Price” means the closing bid price on the applicable day. The “Fixed Conversion Price” shall mean $0.01. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation.

On September 25, 2013, we entered into a consulting agreement with a third-party to provide investor communication and public relations services. Pursuant to the agreement, we agreed to issue to the consultant (a) Three Hundred Thousand (300,000) shares of our common stock, restricted in accordance with Rule 144, and (b) warrants to purchase an additional Three Hundred Thousand (300,000) shares of our common stock, exercisable at $0.96 per share for a period of three years after their issuance. The Warrants will vest at the rate of Fifty Thousand (50,000) shares per month on the first of each month beginning October 1, 2013. The total fair market value of the common stock issued was $210,000 based on the closing price of our common stock on the date of the grant. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, the investor was accredited, and there was no solicitation in connection with the offering.

On September 25, 2013, we issued One Million (1,000,000) shares of our common stock, restricted in accordance with Rule 144, to Richard T. Najarian, one of the members of our Board of directors, for total consideration of Fifty Thousand Dollars ($50,000). The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, the investor was accredited, and there was no solicitation in connection with the offering.

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

On October 31, 2013, we entered into a First Amendment to Convertible Promissory Note, effective August 13, 2013, to amend the 8% Convertible Promissory Note (the “Note”) held by LG Capital. The amendment added a floor, or “Fixed Conversion Price,” of $0.01 to the conversion terms. As such, the Note is now convertible after 180 days into the greater of: (i) the Variable Conversion Price (discussed above) or (ii) the Fixed Conversion Price.

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

10.1 (2)		Securities Purchase Agreement dated August 13, 2013.

10.2 (2)		Convertible Promissory Note dated August 13, 2013.

10.3 (3)		Form of Directors Stock Purchase Agreement

10.4		First Amendment to Convertible Promissory Note dated August 13, 2013.

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.

(2)	Incorporated by reference from our Current Report on Form 8-K dated August 22, 2013, filed with the Commission on August 28, 2013.

(3)	Incorporated by referenced from our Current Report on Form 8-K dated February 20, 2013, filed with the Commission on February 27, 2013.

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 12, 2013		/s/ William A. Hartman
	By:	William A. Hartman
	Its:	Chief Executive Officer