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 June 30, 2012





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.)10805 Fallen Leaf Lane

Port Richey, FL

34668(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 Web site, 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 o  No  x





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
oNon-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 filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the 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 August 7, 2012, there were 11,701,190 shares of common stock, $0.00001 par value, issued and outstanding.










PREMIER BIOMEDICAL, INC.




TABLE OF CONTENTS




PART I – FINANCIAL INFORMATION


4ITEM 1
Financial Statements


4ITEM 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations


25ITEM 3
Quantitative and Qualitative Disclosures About Market Risk


29ITEM 4
Controls and Procedures


29PART II – OTHER INFORMATION


32ITEM 1
Legal Proceedings


32ITEM 1A
Risk Factors


32ITEM 2
Unregistered Sales of Equity Securities and Use of Proceeds


32ITEM 3
Defaults Upon Senior Securities


32ITEM 4
Mine Safety Disclosures


32ITEM 5
Other Information


32ITEM 6
Exhibits


33




2
 
 
 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.




3





ITEM 1               Financial Statements





PREMIER BIOMEDICAL, INC.(A DEVELOPMENT STAGE COMPANY)BALANCE SHEETS 
 June 30,


December 31,2012


2011(Unaudited)ASSETSCurrent assets:Cash

$
52,280


$
26,264Prepaid expenses


375



-Total current assets


52,655



26,264Patent rights and applications


17,192



7,058Total assets

$
69,847


$
33,322LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)Current liabilities:Accounts payable

$
14,546


$
2,295Accounts payable, related parties


8,840



803Notes payable, related parties


12,000



-Total current liabilities


35,386



3,098Stockholders' equity (deficit):Preferred stock, $0.001 par value, 10,000,000 sharesauthorized, no shares issued and outstanding


-



-Common stock, $0.00001 par value, 300,000,000 sharesauthorized, 11,451,200 shares issued and outstanding


115



115Additional Paid in Capital


144,273



144,127Subscriptions payable, 166,004 shares and -0- sharesat June 30, 2012 and December 31, 2011, respectively


58,100



-(Deficit) accumulated during development stage


(168,027
)


(114,018
)Total stockholders' equity (deficit)


34,461



30,224Total liabilities and stockholders' equity (deficit)

$
69,847


$
33,322
 
 See accompanying notes to financial statements.
 
 4




PREMIER BIOMEDICAL, INC.(A DEVELOPMENT STAGE COMPANY)STATEMENTS OF OPERATIONS(Unaudited) 
 For the Three


For the Six


May 10, 2010Months Ended June 30,


Months Ended June 30,


(inception) to2012


2011


2012


2011


June 30, 2012Revenue

$
-


$
-


$
-


$
-


$
-Operating expenses:General and administrative


3,574



4,739



13,077



7,332



33,297Professional fees


23,357



42,880



40,786



51,770



119,578Total operating expenses


26,931



47,619



53,863



59,102



152,875Net operating loss


(26,931
)


(47,619
)


(53,863
)


(59,102
)


(152,875
)Other expense:Loss on disposal of patents


-



-



-



-



(14,817
)Interest expense


(146
)


(32
)


(146
)


(113
)


(335
)Total other expenses


(146
)


(32
)


(146
)


(113
)


(15,152
)Loss before provision for income taxes


(27,077
)


(47,651
)


(54,009
)


(59,215
)


(168,027
)Provision for income taxes


-



-



-



-



-Net loss

$
(27,077
)

$
(47,651
)

$
(54,009
)

$
(59,215
)

$
(168,027
)Weighted average number of common sharesoutstanding - basic and fully diluted


11,451,200



11,392,101



11,451,200



11,017,129Net (loss) per share - basic and fully diluted

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.01
)
 
 See accompanying notes to financial statements.
 
 5





PREMIER BIOMEDICAL, INC.(A DEVELOPMENT STAGE COMPANY)STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) 
 (Deficit)Accumulated

TotalAdditional



During

Stockholders'Preferred Stock

Common Stock

Paid-In

Subscriptions

Development

EquityShares

Amount

Shares

Amount

Capital

Payable

Stage

(Deficit)Patent rights and applications contributed by director


-

$
-


-

$
-

$
14,817

$
-

$
-

$
14,817Units of common stock and warrants sold to founders at $0.00001 per share


-


-


10,000,000


100


-


-


-


100Net 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
)
$
12,761Common stock sold to founders at $0.00001 per share


-


-


500,000


5


-


-


-


5Units of common stock and warrants sold at $0.10 per share


-


-


723,200


7


72,313


-


-


72,320Common stock sold at $0.25 per share


-


-


228,000


3


56,997


-


-


57,000Net loss for the year ended December 31, 2011


-


-


-


-


-


-


(111,862
)

(111,862
)Balance, December 31, 2011


-

$
-


11,451,200

$
115

$
144,127

$
-

$
(114,018
)
$
30,224Units of common stock and warrants sold at $0.35 per share


-


-


-


-


-


58,100


-


58,100Imputed interest on non-interest bearing related party debts


-


-


-


-


146


-


-


146Net loss for the six months ended June 30, 2012


-


-


-


-


-


-


(54,009
)

(54,009
)Balance, June 30, 2012 (Unaudited)


-

$
-


11,451,200

$
115

$
144,273

$
58,100

$
(168,027
)
$
34,461
 See accompanying notes to financial statements.
 
 6
 
 
 PREMIER BIOMEDICAL, INC.(A DEVELOPMENT STAGE COMPANY)STATEMENTS OF CASH FLOWS(Unaudited) 
 For the Six


For the Six


May 10, 2010Months Ended


Months Ended


(inception) toJune 30, 2012


June 30, 2011


June 30, 2012CASH FLOWS FROM OPERATING ACTIVITIESNet (loss)

$
(54,009
)

$
(59,215
)

$
(168,027
)Adjustments to reconcile net loss to net cash used in operating activities:Loss on disposal of patents


-



-



14,817Imputed interest on non-interest bearing related party debts


146



-



146Decrease (increase) in assets:Prepaid expenses


(375
)


(1,500
)


(375
)Increase (decrease) in liabilities:Accounts payable


4,117



-



6,412Accounts payable, related parties


8,037



1,930



8,840Accrued interest, related parties


-



(74
)


-Net cash used in operating activities


(42,084
)


(58,859
)


(138,187
)CASH FLOWS FROM INVESTING ACTIVITIESPayments on patent rights and applications


(2,000
)


(2,605
)


(9,058
)Net cash used in investing activities


(2,000
)


(2,605
)


(9,058
)CASH FLOWS FROM FINANCING ACTIVITIESProceeds from notes payable, related parties


12,000



1,000



15,355Repayments on notes payable, related parties


-



(3,355
)


(3,355
)Proceeds from the sale of common stock


58,100



129,325



187,525Net cash provided by financing activities


70,100



126,970



199,525NET CHANGE IN CASH


26,016



65,506



52,280CASH AT BEGINNING OF PERIOD


26,264



373



-CASH AT END OF PERIOD

$
52,280


$
65,879


$
52,280SUPPLEMENTAL INFORMATION:Interest paid

$
-


$
187Income taxes paid

$
-


$
-NON-CASH INVESTING AND FINANCING ACTIVITIES:Purchase of patent rights and applications paid subsequent to period end

$
8,134


$
-
 
 See accompanying notes to financial statements.
 
 7
 
 
 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.





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. The Company had no items that required fair value measurement on a recurring basis.




Reclassifications
 Certain prior period amounts have been reclassified to conform to the current period presentation. There was no material effect to the financial statements as result of these reclassifications.




8
 
  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. The Company has not had any stock and stock options issued for services and compensation for the six months ended June 30, 2012 and 2011.





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 $-0- for the six months ended June 30, 2012 and 2011.





Income Taxes


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





Uncertain Tax Positions


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




9
 
  Premier Biomedical, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 (Unaudited)





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.





Recent Accounting Pronouncements


In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.





In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.





In September 2011, the FASB issued ASU No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operations.




10
 
  Premier Biomedical, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 (Unaudited)





In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on January 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 did not have a material impact on our financial position or results of operations.





In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on January 1, 2012. The adoption of ASU 2011-04 did not have a material impact on our financial position or results of operations.





In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. The adoption of ASU 2011-02 did not have a material impact on our financial position or results of operations.





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 $168,027 and working capital of $17,269 as of June 30, 2012. 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.




11
 
  Premier Biomedical, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 (Unaudited)


Note 3 – Related Parties





On May 4, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from the Company’s CEO.





On May 4, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from the Company’s Chairman of the Board of Directors.





On May 4, 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.





On May 7, 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.





Interest has been imputed using an estimated borrowing rate of 8% per annum. Interest expense of $146 and $-0- has been recognized as contributed capital during the six months ended June 30, 2012 and 2011, respectively.









Note 4 – Patent Rights and Applications





June 30,


December 31,2012


2011Patent rights and applications

$
17,192


$
7,058Less: accumulated amortization


-



-$
17,192


$
7,058





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. 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. At December 31, 2011, the Company performed a review of the carrying value of its patent rights and applications and, as a result, the Company wrote off a total book value of $14,817 in patent rights and applications related to discontinued pursuit of international patents for the year ended December 31, 2011. No impairment was recognized during the six months ended June 30, 2012 and 2011. We have not yet begun to amortize these patent application costs, as they are still pending.




12
 
  Premier Biomedical, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 (Unaudited)





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 doesn’t have any 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.





The following schedule summarizes the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of June 30, 2012 and December 31, 2011:





Fair Value Measurements at June 30, 2012Level 1


Level 2


Level 3AssetsNone

$
-


$
-


$
-Total assets


-



-



-LiabilitiesNone


-



-



-Total liabilities


-



-



-$
-


$
-


$
-




13
 
  Premier Biomedical, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 (Unaudited)





Fair Value Measurements at December 31, 2011Level 1


Level 2


Level 3AssetsNone

$
-


$
-


$
-Total assets


-



-



-LiabilitiesNone


-



-



-Total liabilities


-



-



-$
-


$
-


$
-





Note 6 – Notes Payable, Related Parties





On May 4, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from the Company’s CEO.





On May 4, the Company received an unsecured, non-interest bearing loan in the amount of $3,000, due on demand from the Company’s Chairman of the Board of Directors.





On May 4, 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.





On May 7, 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.




14
 
  Premier Biomedical, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 (Unaudited)





Note 7 – Stockholders’ Equity





The Company has authorized 300,000,000 shares of $0.00001 par value common stock and 10,000,000 shares of $0.0001 par value preferred stock.





Common Stock


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. The shares have not yet been issued and, as such, the proceeds are presented as a subscriptions payable at June 30, 2012.





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. The proceeds received were allocated between the common stock and warrants on a relative fair value basis. The shares have not yet been issued and, as such, the proceeds are presented as a subscriptions payable at June 30, 2012.





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 two year period beginning one year from the date the Company begins trading on a public stock exchange, in exchange for total proceeds of $72,320 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.





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, 5/10/10 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%.




15
 
  Premier Biomedical, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 (Unaudited)





On June 21, 2010, the Company sold 3,000,000 founder’s shares at the par value of $0.00001 per share, 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, 5/10/10 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 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%.




16
 
  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 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, 5/10/10 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%.





Note 8 – 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.




17
 
  Premier Biomedical, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 (Unaudited)





Series A Preferred Stock Warrants Cancelled


No series A preferred stock warrants were cancelled during the six months ended June 30, 2012 and 2011.





Series A Preferred Stock Warrants Expired


No series A preferred stock warrants were expired during the six months ended June 30, 2012 and 2011.





Series A Preferred Stock Warrants Exercised


No series A preferred stock warrants were exercised during the six months ended June 30, 2012 and 2011.





The following is a summary of information about the Series A Preferred Stock Warrants outstanding at June 30, 2012.




Shares Underlying Warrants Outstanding


Shares UnderlyingWarrants ExercisableWeightedShares


Average


Weighted


Shares


WeightedRange of


Underlying


Remaining


Average


Underlying


AverageExercise


Warrants


Contractual


Exercise


Warrants


ExercisePrices


Outstanding


Life


Price


Exercisable


Price$
0.001



2,000,000


7.96 years


$
0.001



2,000,000


$
0.001





The following is a summary of information about the Series A Preferred Stock Warrants outstanding at December 31, 2011.





Shares Underlying Warrants Outstanding


Shares UnderlyingWarrants ExercisableWeightedShares


Average


Weighted


Shares


WeightedRange of


Underlying


Remaining


Average


Underlying


AverageExercise


Warrants


Contractual


Exercise


Warrants


ExercisePrices


Outstanding


Life


Price


Exercisable


Price$
0.001





8.5 years


$
0.001



2,000,000


$
0.001




18
 
  Premier Biomedical, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 (Unaudited)


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:





June 30,

December 31,2012

2011Average 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 six months ended June 30, 2012 and 2011, there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date.





The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock during the period from May 10, 2010 (inception) to December 31, 2010 was approximately $0.001 per warrant, and there were no series A preferred stock warrants granted during the year ended December 31, 2011, or the six months ended June 30, 2012.





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





WeightedAverageNumber of


ExerciseShares


PriceBalance, May 10, 2010 (inception)


-


$
-Warrants cancelled


-



-Warrants granted


2,000,000



0.001Warrants exercised


-



-Balance, December 31, 2010


2,000,000


$
0.001Warrants cancelled


-



-Warrants granted


-



-Warrants exercised


-



-Balance, December 31, 2011


2,000,000


$
0.001Warrants cancelled


-



-Warrants granted


-



-Warrants exercised


-



-Balance, June 30, 2012


2,000,000


$
0.001Exercisable, June 30, 2012


2,000,000


$
0.001




19
 
  Premier Biomedical, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 (Unaudited)





Note 9 – Common Stock Warrants





Common Stock Warrants Granted (2012)


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 one 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.





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.




20
 
  Premier Biomedical, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 (Unaudited)





Common Stock Warrants Cancelled


No warrants were cancelled during the six months ended June 30, 2012 and 2011.





Common Stock Warrants Expired


No warrants expired during the six months ended June 30, 2012 and 2011.





Common Stock Warrants Exercised


No options were exercised during the six months ended June 30, 2012 and 2011.





The following is a summary of information about the Common Stock Warrants outstanding at June 30, 2012.




Shares Underlying Warrants Outstanding


Shares Underlying Warrants ExercisableWeightedShares


Average


Weighted


Shares


WeightedRange of


Underlying


Remaining


Average


Underlying


AverageExercise


Warrants


Contractual


Exercise


Warrants


ExercisePrices


Outstanding


Life


Price


Exercisable


Price$
0.00001 – $0.50



37,389,204


7.8 years


$
0.00416



37,389,204


$
0.00


The following is a summary of information about the Common Stock Warrants outstanding at December 31, 2011.




Shares Underlying Warrants Outstanding


Shares Underlying Warrants ExercisableWeightedShares


Average


Weighted


Shares


WeightedRange of


Underlying


Remaining


Average


Underlying


AverageExercise


Warrants


Contractual


Exercise


Warrants


ExercisePrices


Outstanding


Life


Price


Exercisable


Price$
0.00001 – $0.10



37,223,200


8.3 years


$
0.00195



36,500,000


$
0.00001




21




Premier Biomedical, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 (Unaudited)





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:





June 30,

December 31,2012

2011Average 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 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 six months ended June 30, 2012 and 2011, there were no warrants granted with an exercise price below the fair value of the underlying stock at the grant date.





The weighted average fair value of warrants granted with exercise prices at the current fair value of the underlying stock 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, and the weighted average fair value of warrants granted during the six months ended June 30, 2012 was $0.50 per warrant.





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





WeightedAverageNumber of


ExerciseShares


PriceBalance, May 10, 2010 (inception)


-


$
-Warrants cancelled


-



-Warrants granted


36,500,000



0.00001Warrants exercised


-



-Balance, December 31, 2010


36,500,000


$
0.00001Warrants cancelled


-



-Warrants granted


723,200



0.10Warrants exercised


-



-Balance, December 31, 2011


37,223,200


$
0.00195Warrants cancelled


-



-Warrants granted


166,004



0.50Warrants exercised


-



-Balance, June 30, 2012


37,389,204


$
0.00416Exercisable, June 30, 2012


37,389,204


$
0.00416




22




Premier Biomedical, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 (Unaudited)





Note 10 – 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 six months ended June 30, 2012 and the year ended December 31, 2011, 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 June 30, 2012 and December 31, 2011, the Company had $189,740 and $135,820 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2031.





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





June 30


December 31,2012


2011Deferred tax assets:Net operating loss carry forwards

$
66,400


$
47,500Net deferred tax assets before valuation allowance


66,400



47,500Less: Valuation allowance


(66,400
)


(47,500
)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 June 30, 2012 and 2011, 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:





June 30,


December 31,2012


2011Federal 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.




23
 
  Premier Biomedical, Inc.
 (A Development Stage Company)
 Notes to Financial Statements
 (Unaudited)





Note 11 – Subsequent Events





Sales of Securities


On August 9, 2012, the Company sold 8,572 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 $3,000.  The shares have not yet been issued as of the date of this report.





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 shares have not yet been issued as of the date of this report.





On July 23, 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 shares have not yet been issued as of the date of this report.





On July 16, 2012, the Company sold 14,286 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 shares have not yet been issued as of the date of this report.





Exercise of Warrants


On July 31, 2012, a warrant holder elected to exercise warrants consisting of 10,000 shares, exercisable at $0.10 per share, resulting in proceeds of $1,000.  The shares have not yet been issued as of the date of this report.





On July 30, 2012, a warrant holder elected to exercise warrants consisting of 10,000 shares, exercisable at $0.10 per share, resulting in proceeds of $1,000.  The shares have not yet been issued as of the date of this report.





On July 9, 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.




24




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





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





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





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





Summary Overview





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





We have 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, 2011 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 five months.  However, there is no assurance that our existing cash flow will be adequate to satisfy our existing operating expenses and capital requirements.




25





Results of Operations for the Three and Six Months Ended June 30, 2012 Compared to the Three and Six Months Ended June 30, 2011





Introduction





We had no revenues for either the three or six months ended June 30, 2012, or the three or six months ended June 30, 2011.  Our operating expenses were $26,931 and $53,863 for the three and six months ended June 30, 2012, respectively, compared to $47,619 and $59,102 for the three and six months ended June 30, 2011, respectively.  Our operating expenses for the three and six months ended June 30, 2012 consisted entirely of professional fees and general and administrative expenses as completed a small secondary capital raise and incurred legal and accounting costs associated with being a public reporting company.





Revenues and Income (Loss) from Operations




Our revenues, operating expenses, and net operating loss, total other expenses, and net loss for the three and six months ended June 30, 2012, as compared to the three and six months ended June 30, 2011, are as follows:





Three Months


Six Months


Three Months


Six MonthsEnded


Ended


Ended


EndedJune 30, 2012


June 30, 2012


June 30, 2011


June 30, 2011Revenue

$
-


$
-


$
-


$
-Costs and Expenses:General & Administrative


3,574



13,077



4,739



7,332Professional fees


23,357



40,786



42,880



51,770Total operating expenses


26,931



53,863



47,619



59,102Net operating loss


(26,931
)


(53,863
)


(47,619
)


(59,102
)Total other expenses


146



146



32



113Net loss

$
(27,077
)

$
(54,009
)

$
(47,651
)

$
(59,215
)




26





Revenues:





We were established on May 10, 2010 and are in the development stage and had no revenue during the three or six months ended 2012 and 2011.





General and Administrative:





General and administrative expenses were $3,574 and $13,077 for the three and six months ended June 30, 2012, respectively, compared to $4,739 and $7,332 for the three and six months ended June 30, 2011, respectively.  The increase for the comparative six month periods was primarily due to the costs associated with printing and issuing stock certificates in the three months ended March 31, 2012.





Professional Fees:





Professional fees expense was $23,357 and $40,786 for the three and six months ended June 30, 2012, respectively, compared to $42,880 and $51,770 for the three and six months ended June 30, 2011, respectively.  The decrease was primarily because of lower costs and increased efficiency associated with the filings necessary to be a public reporting company, and the fact that we were no longer in the registration process.





Net Operating Loss:





Net operating loss was $26,931 and $47,619 for the three and six months ended June 30, 2012, respectively, compared to $53,863 and $59,102 for the three and six months ended June 30, 2011, respectively.  As outlined above regarding professional fees, the decrease was primarily because of lower costs and increased efficiency associated with the filings necessary to be a public reporting company, and the fact that we were no longer in the registration process.





Other Expense:





Other expense was $146 and $146 for the three and six months ended June 30, 2012, compared to $32 and $113 for the three and six months ended June 30, 2011.  In all periods, other expense consisted of interest expenses and finance charges.





Net Loss:





Net loss was $27,077 and $54,009 for the three and six months ended June 30, 2012, respectively, compared to $47,651 and $59,215 for the three and six months ended June 30, 2011, respectively.  As outlined above regarding net operating loss, the decrease was primarily because of lower costs and increased efficiency associated with the filings necessary to be a public reporting company, and the fact that we were no longer in the registration process.




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Liquidity and Capital Resources





Introduction





During the three months ended June 30, 2012, because we did not generate any revenues, we had negative operating cash flows.  Our cash on hand as of June 30, 2012 was $52,280, which came from the sale of our common stock and cash advances from affiliates, and our monthly cash flow burn rate is approximately $10,000.  As a result, although we have moderate short term cash needs, as our operating expenses increase we will face strong medium to long term cash needs.  We anticipate that these needs will be satisfied through the sale of our securities until such time as our cash flows from operations will satisfy our cash flow needs.





Our cash, current assets, total assets, current liabilities, and total liabilities as of June 30, 2012 and December 31, 2011, respectively, are as follows:





June 30,


December 31,2012


2011


ChangeCash

$
52,280


$
26,264


$
26,016Total Current Assets


52,655



26,264



26,391Total Assets


69,847



33,322



36,525Total Current Liabilities


35,386



3,098



32,288Total Liabilities

$
35,386


$
3,098


$
32,288





Our cash and total current assets increased because we were able to raise capital from the sale of our stock and cash advances from affiliates.  Correspondingly, our total current liabilities increased because of the cash advances from affiliates.





Cash Requirements





Although we had $52,280 in cash as of June 30, 2012, based on our lack of revenues, cash on hand and current monthly burn rate, around $10,000 per month, we will need to continue to raise capital from the sale of our stock and to borrow from our shareholders and other related parties to fund operations.





Sources and Uses of Cash





Operations





We had net cash used in operating activities of ($42,084) for the six months ended June 30, 2012, as compared to ($58,859) for the six months ended June 30, 2011.  For the six months ended June 30, 2012, the net cash used in operating activities consisted primarily of our net loss of ($54,009), offset by an increase in accounts payable of $12,154.  For the six months ended June 30, 2011, the net cash used in operating activities consisted primarily of our net loss of $(59,215), plus prepaid expenses of $(1,500), offset by an increase in accounts payable of $1,930.





Investments





Our cash flows from investing activity for the six month periods ended June 30, 2012 and June 30, 2011 were $(2,000) and $(2,605), respectively, both consisting entirely of payments on patent rights and applications.




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Financing





Our net cash provided by financing activities for the six months ended June 30, 2012 was $70,100, compared to $126,970 for the six months ended June 30, 2011.  For the six months ended June 30, 2012, our financing activities consisted of proceeds from notes payable to related parties of $12,000 and proceeds from the sale of common stock of $58,100.  For the six months ended June 30, 2011, our financing activities consisted of proceeds from notes payable to related parties of $1,000, offset by repayments on notes payable to related parties of $($3,355), and proceeds from the sale of common stock of $129,325.





Debt Instruments, Guarantees, and Related Covenants





We have no disclosure required by this Item.







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 June 30, 2012, 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 June 30, 2012, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described in Item 4(b).





Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error 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.




29





(b)           Management Report on Internal Control Over Financial Reporting





Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United States and includes those policies and procedures that:





·
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and any disposition of our assets;


·
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and


·
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.  Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.  Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2012.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.  Based on this assessment, Management identified the following two material weaknesses that have caused management to conclude that, as of June 30, 2012, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:





1.           We do not have written documentation of our internal control policies and procedures.  Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act.  Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.




30





2.           We do not have sufficient segregation of duties within accounting functions, which is a basic internal control.  Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.  However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals.  Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.





To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.  Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.





(c)           Remediation of Material Weaknesses




To remediate the material weakness in our documentation, evaluation and testing of internal controls we plan to engage a third-party firm to assist us in remedying this material weakness once resources become available.





We also intend to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.





(d)           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 quarter ended June 30, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




31





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





In May and June of 2012, we issued an aggregate of 166,004 shares of our common stock, par value $0.00001 per share and 166,004 warrants, exercisable for a period of one (1) year at an exercise price of $0.50 per share, to a total of eight (8) investors.  The total amount received in exchange for the shares was $58,100.  The issuances were exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933.  The investors were all accredited, had the opportunity to meet with and ask questions of management, and there was no solicitation in connection with the offering.





On June 30, 2012, we exchanged a warrant to acquire Two Million Five Hundred Thousand (2,500,000) shares of our common stock at $1.00001 per share, issued June 10, 2010, for a new warrant, identical to the original warrant except for a cashless exercise provision and a 4.99% ownership limitation.  On July 2, 2012, the holder of the warrant exercised the cashless exercise provision with respect to part of the warrant shares, and as a result, 249,990 shares of our common stock were issued to the holder on July 9, 2012.  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.





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 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 services directly affiliated with programs.  Intellectual property 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.




32





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 Stock10.1 (2)
Collaboration Agreement with the University of Texas System dated May 9, 2012.31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer32.1
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 Document101.SCH**
XBRL Schema Document101.CAL**
XBRL Calculation Linkbase Document101.DEF**
XBRL Definition Linkbase Document101.LAB**
XBRL Labels Linkbase Document101.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 May 9, 2012 and filed with the Commission on May 14, 2012.





** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.




33





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:  August 13, 2012

/s/ William A. HartmanBy:
William A. HartmanIts:
Chief Executive Officer