As filed with the Securities and Exchange Commission on October 4, 2011

Registration No. 333-174876

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form S-1/A
Amendment No. 2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
Premier Biomedical, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
2836
27-2635666
(State or other jurisdiction of
incorporation or organization
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)
 
10805 Fallen Leaf Lane
Port Richey, FL  34668
 
(814) 786-8849
(Address, including zip code, of registrant’s
principal executive offices)
(Telephone number, including area code)
 
William A. Hartman
Chief Executive Officer
Premier Biomedical, Inc.
10805 Fallen Leaf Lane
Port Richey, FL  34668
(814) 786-8849

(Name, address, including zip code, and telephone
number, including area code, of agent for service)

COPIES TO:

Brian A. Lebrecht, Esq.
The Lebrecht Group, APLC
406 W. South Jordan Parkway, Suite 160
South Jordan, UT  84095
(801) 983-4948

 
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

 
CALCULATION OF REGISTRATION FEE
 
Title of each
class of
securities to be
registered
 
Amount
to be
registered
   
Proposed
maximum
offering price
per share
   
Proposed
maximum
aggregate
offering price
   
Amount of
registration
fee
 
                         
Common Stock of certain selling shareholders
    951,200 (1)   $ 0.25 (2)   $ 237,800     $ 27.61  
                                 
Common Stock underlying the exercise of warrants by certain selling shareholders
    723,200 (3)   $ 0.10 (4)   $ 72,320     $ 8.40  
                                 
Total Registration Fee
                          $ 36.01 *

(1)
Consists of shares of common stock held by ninety-five selling shareholders.  Pursuant to Rule 416 of the Securities Act, this registration statement shall be deemed to cover additional securities (i) to be offered or issued in connection with any provision of any securities purported to be registered hereby to be offered pursuant to terms that provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend paid with respect to, the registered securities.
(2)
There is currently no market for our common stock.  The offering price per share for the selling security holders was estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) and (o) under the Securities Act of 1933, as amended.  For purposes of this calculation we used the last sale price at which the Company sold shares, which was in a private placement.
(3)
Consists of shares of common stock underlying the exercise of warrants held by 85 selling shareholders.  Pursuant to Rule 416 of the Securities Act, this registration statement shall be deemed to cover additional securities (i) to be offered or issued in connection with any provision of any securities purported to be registered hereby to be offered pursuant to terms that provide for a change in the amount of securities being offered or issued to prevent dilution resulting from stock splits, stock dividends, or similar transactions and (ii) of the same class as the securities covered by this registration statement issued or issuable prior to completion of the distribution of the securities covered by this registration statement as a result of a split of, or a stock dividend paid with respect to, the registered securities.
(4)
The warrants are subject to certain restrictions on exercise.

*
Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
 
 
 
The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the SEC is effective.  This prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
 
Subject to Completion, Dated October 4, 2011
 
Premier Biomedical, Inc.

PROSPECTUS

Up to 1,674,400   shares of common stock

We are hereby registering up to 951,200 shares, representing approximately 8.3% of our current outstanding common stock, for sale by ninety-five of our existing shareholders.  We are also registering up to 723,200 shares underlying the exercise of outstanding warrants.

This offering will terminate when all 1,674,400 shares are sold or on _____________, 20__, unless we terminate it earlier.

Investing in our common stock involves risks.  Premier Biomedical, Inc. is a research company that intends to develop candidate medical treatments for Alzheimer’s disease, multiple sclerosis, amyotrophic lateral sclerosis, fibromyalgia, traumatic brain injury, blood sepsis and virema, and cancer.  It is a development stage company with limited operations, no income, and limited assets, and you should not invest unless you can afford to lose your entire investment.  The company’s independent auditors report on its financial statements for the period from May 10, 2010 (Inception) to December 31, 2010 expresses substantial doubt as to its ability to continue as a going concern.  See “Risk Factors” beginning on page 4.  Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.

All of the common stock registered by this prospectus will be sold by the selling stockholders on their own behalf at a price of $0.25 per share.  The selling stockholders, and any participating broker-dealers, may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, or the “Securities Act,” and any commissions or discounts given to any such broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act.

Our common stock is not traded on any national securities exchange and is not quoted on any over-the-counter market.  If our shares become quoted on the Over-The-Counter Bulletin Board, sales will be made at prevailing market prices or privately negotiated prices.  Premier Biomedical, Inc. is not selling any of the shares of common stock in this offering and therefore will not receive any proceeds from this offering.  The selling stockholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute their common stock.

The date of this prospectus is __________________, 2011

 
 
 

PROSPECTUS SUMMARY

PREMIER BIOMEDICAL, INC.

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
Cancer

We have a two-fold corporate focus:

One is to target Alzheimer’s disease, ALS, Blood Sepsis, Leukemia, and other life-threatening cancers, and to do this we intend to develop our Sequential-Dialysis Technique .  The methodology involved in this technique is largely unexplored and has been described by scientists as the “wild west” of modern medicine.  Consequently, our first entry into this market carries significant obstacles before reaching the revenue-generation stage.

The other is the development of our proprietary drug candidate Feldetrex™ , a potential treatment for Multiple Sclerosis, Fibromyalgia, and Traumatic Brain Injury.  The formulation used in the current Feldetrex™   will be individually tailored to the various illnesses we intend to target, with each formulation being given a unique proprietary brand name.

To overcome the significant obstacles inherent to the development of our Sequential-Dialysis Technique and Feldetrex™ drug, we are seeking to partner with prestigious institutions and pharmaceutical companies with the substantial infrastructure and resource capacity to perform experimentation and to engage in the development of our product candidates in an inexpensive and efficient manner.

Corporate Information

Premier Biomedical, Inc. was formed on May 10, 2010 in the State of Nevada.

Our corporate headquarters are located at 10805 Fallen Leaf Lane, Port Richey, Florida 34668, and our telephone number is (814) 786-8849.  Our website is www.premierbiomedicalinc.com .  Information contained on our website is not incorporated into, and does not constitute any part of, this prospectus.

 
2
 

The Offering

Securities Offered:
 
   
Shares Offered by
Selling Stockholders:
We are registering 951,200 shares for sale by ninety-five selling stockholders, all of which are existing holders of our common stock (see list of Selling Stockholders).
   
 
We are also registering 723,200 shares for sale by eighty-five selling shareholders upon the exercise of warrants held by them.

 
3
 

RISK FACTORS

Any investment in our common stock involves a high degree of risk.  You should consider carefully the following information, together with the other information contained in this prospectus, before you decide to buy our common stock.  If one or more of the following events actually occurs, our business will suffer, and as a result our financial condition or results of operations will be adversely affected.  In this case, the market price, if any, of our common stock could decline, and you could lose all or part of your investment in our common stock.

   We intend to develop medical treatments for Alzheimer’s disease, multiple sclerosis, amyotrophic lateral sclerosis, fibromyalgia, traumatic brain injury, blood sepsis and virema, and cancer.  We face risks in developing our product candidates and services and eventually bringing them to market.  We also face risks that our business model becomes obsolete.  The following risks are material risks that we face.  If any of these risks occur, our business, our ability to achieve revenues, our operating results and our financial condition could be seriously harmed.

Risk Factors Related to the Business of the Company

We have a limited operating history and our financial results are uncertain.

We have a limited history and face many of the risks inherent to a new business.  As a result of our limited operating history, it is difficult to accurately forecast our potential revenue.  Our revenue and income potential is unproven and our business model is still emerging.  Therefore, there can be no assurance that we will provide a return on investment in the future.  An investor in our common stock must consider the challenges, risks and uncertainties frequently encountered in the establishment of new technologies, products and processes in emerging markets and evolving industries.  These challenges include our ability to:

 
·
execute our business model;
 
·
create brand recognition;
 
·
manage growth in our operations;
 
·
create a customer base in a cost-effective manner;
 
·
retain customers;
 
·
access additional capital when required; and
 
·
attract and retain key personnel.

There can be no assurance that our business model will be successful or that it will successfully address these and other challenges, risks and uncertainties.

We will need additional funding in the future, and if we are unable to raise capital when needed, we may be forced to delay, reduce or eliminate our product candidate development programs, commercial efforts, or sales efforts.

Developing products and processes, conducting clinical trials, seeking approvals for such products from regulatory authorities, establishing manufacturing capabilities and marketing developed products is costly.  We will need to raise substantial additional capital in the future in order to execute our business plan and fund the development and commercialization of our product candidates.

 
4
 

We may need to finance future cash needs through public or private equity offerings, debt financings or strategic collaboration and licensing arrangements.  To the extent that we raise additional funds by issuing equity securities, our stockholders may experience additional dilution, and debt financing, if available, may involve restrictive covenants and may result in high interest expense.  If we raise additional funds through collaboration and licensing arrangements, it may be necessary to relinquish some rights to our product candidates, processes and technologies or our development projects or to grant licenses on terms that are not favorable to us.  We cannot be certain that additional funding will be available on acceptable terms, or at all.  If adequate funds are not available from the foregoing sources, we may consider additional strategic financing options, including sales of assets, or we may be required to delay, reduce the scope of, or eliminate one or more of our research or development programs or curtail some of our commercialization efforts of our operations.  We may seek to access the public or private equity markets whenever conditions are favorable, even if we do not have an immediate need for additional capital.

We do not own our technologies, they are owned by, and licensed from, two entities that are under the control of the Chairman of our Board of Directors.

We do not currently own the technologies necessary to conduct our operations.  The patents necessary to pursue our intended business plan are under the control of our Chairman of the Board of Directors.  As consideration for the two licenses, we agreed to (i) pay a royalty of five percent (5%) of any sales of products using the technology, with no minimum royalty, and (ii) reimburse the licensor for any costs incurred in pursuing its proprietary rights in the licensed technology and pay any costs incurred for maintaining or obtaining the licensors’ proprietary rights in the licensed technology in the U.S. and in extending the intellectual property to other countries around the world.  Licensor has the sole discretion to select other countries into which exclusive rights in the licensed technology may be pursued, and if we decline to pay those expenses, then licensor may pay said expenses and our licensed rights in those countries will revert to the licensor.  A total of $14,817 of patent application costs was incurred prior to entering into the license agreements.  These patent costs were capitalized by the Company and recorded as contributed capital from the related party licensor as the repayment obligations were waived.  The license agreements contain provisions that require us to indemnify the licensors for any claims, including costs of litigation, brought against them related to the licenses, and require us to maintain insurance that may be burdensome.  In the event of a breach of our obligations under the license agreements, the licensors are entitled to various damages and remedies, up to and including termination of said license agreements.  The licensors are entities under the control of Dr. Mitchell S. Felder, the Chairman of our Board of Directors.  While Dr. Felder is one of our Company’s founders and the Chairman of our Board of Directors, there can be no assurance that he will extend the offer to license these technologies to us in the future as currently contemplated.

If an individual used any of our product candidates prior to their approval by the FDA or other regulatory authority, we face risks of unforseen medical problems, and up to a complete ban on the sale of our product candidates.

The efficacy and safety of pharmaceutical products is established through a process of clinical testing under FDA oversight.  No individual is authorized or should use any of our products outside of an established process of clinical testing.  If an individual were to use one of our product candidates in such a manner, we cannot predict the potential medical harm to that individual.  If such an event were to occur, the FDA or similar regulatory agency might impose a complete ban on the sale or use of our candidate products.

 
5
 

The FDA might not approve our product candidates for marketing and sale .

We believe that FDA approval of our product candidates can be obtained using the FDA’s Abbreviated New Drug Application (ANDA) because we use a very low dosage of an already approved drug, Naltrexone, in combination with over the counter vitamins.  Under the ANDA process, we are required to provide scientific evidence that the already generic drug is interchangeable with or therapeutically equivalent to the originally approved drug.  However, there can be no assurance that our belief is correct, or that the FDA will approve our ANDA.  Failure to obtain the necessary FDA approval will have a material negative affect on our operations.

We may fail to deliver commercially successful new product candidates, processes, and treatments.

Our technology is at an early stage of research and development.  We do not currently have proof of concept laboratory testing, and no testing arrangements or clinical trials have been formally agreed to.  Our product candidates, when and if tested, may not perform as anticipated.

The development of commercially viable new products and processes, as well as the development of additional uses for existing products and processes, is critical to our ability to generate sales and/or sell the rights to manufacture and distribute our product candidates to another firm.  Developing new products is a costly, lengthy and uncertain process.  A new product candidate can fail at any stage of the process, and one or more late-stage product candidates could fail to receive regulatory approval.
 
New product candidates may appear promising in development but, after significant investment, fail to reach the market or have only limited commercial success.  This, for example, could be as a result of efficacy or safety concerns, inability to obtain necessary regulatory approvals, difficulty or excessive costs to manufacture, erosion of patent term as a result of a lengthy development period, infringement of patents or other intellectual property rights of others or inability to differentiate the product adequately from those with which it competes.

The commercialization of product candidates under development may not be profitable.

In order for the commercialization of our product candidates to be profitable, our product candidates must be cost-effective and economical to manufacture on a commercial scale.  Furthermore, if our product candidates and processes do not achieve market acceptance, we may not be profitable.  Subject to regulatory approval, we expect to incur significant development, sales, marketing and manufacturing expenses in connection with the commercialization of our new product candidates.  Even if we receive additional financing, we may not be able to complete planned clinical trials and the development, manufacturing and marketing of any or all of our product candidates.  Our future profitability may depend on many factors, including, but not limited to:

 
·
the terms and timing of any collaborative, licensing and other arrangements that we may establish;
 
·
the costs of filing, prosecuting, defending and enforcing any patent claims and other intellectual property rights;
 
·
the costs of establishing sales, marketing and distribution capabilities; and
 
·
the effect of competing technological and market developments.

 
6
 

Even if we receive regulatory approval for our product candidates, we may not ever earn significant revenues from such product candidates.  With respect to the product candidates and processes in our development pipeline that are being developed by or in close conjunction with third parties, our ability to generate revenues from such product candidates will depend in large part on the efforts of such third parties.  To the extent that we are not successful in commercializing our product candidates, our product revenues will suffer, we will incur significant additional losses and the price of our common stock will be negatively affected.

We may engage in strategic transactions that fail to enhance stockholder value.

From time to time, we may consider possible strategic transactions, including the potential acquisitions or licensing of products or technologies or acquisition of companies, and other alternatives with the goal of maximizing stockholder value.  We may never complete a strategic transaction, and in the event that we do complete a strategic transaction, implementation of such transactions may impair stockholder value or otherwise adversely affect our business.  Any such transaction may require us to incur non-recurring or other charges and may pose significant integration challenges and/or management and business disruptions, any of which could harm our results of operation and business prospects.

Our business is heavily regulated by governmental authorities, and failure to comply with such regulation or changes in such regulations could negatively impact our financial results.

We must comply with a broad range of regulatory controls on the testing, approval, manufacturing and marketing of our product candidates, processes and other treatments, particularly in the United States and countries of the European Union, that affect not only the cost of product development but also the time required to reach the market and the uncertainty of successfully doing so.  Health authorities have increased their focus on safety when assessing the benefit risk/balance of drugs in the context of not only initial product approval but also in the context of approval of additional indications and review of information regarding marketed products.  Stricter regulatory controls also heighten the risk of changes in product profile or withdrawal by regulators on the basis of post-approval concerns over product safety, which could reduce revenues and can result in product recalls and product liability lawsuits.  There is also greater regulatory scrutiny, especially in the United States, on advertising and promotion and in particular on direct-to-consumer advertising.

The regulatory process is uncertain, can take many years, and requires the expenditure of substantial resources.  In particular, proposed human pharmaceutical therapeutic product requirements by the FDA in the United States, and similar health authorities in other countries, require substantial time and resources to satisfy.  We may never obtain regulatory approval for our product candidates.

We may not be able to gain or sustain market acceptance for our services and product candidates.

Failure to establish a brand and presence in the marketplace on a timely basis could adversely affect our financial condition and results of operations.  Moreover, there can be no assurance that we will successfully complete our development and introduction of new products or product enhancements or that any such product candidates or processes will achieve acceptance in the marketplace.  We may also fail to develop and deploy new products and product enhancements on a timely basis.

 
7
 

The market for products and services in the pharmaceuticals industry is highly competitive, and we may not be able to compete successfully.

We intend to operate in highly competitive markets.  We will likely face competition both from proprietary products of large international manufacturers and producers of generic pharmaceuticals.  Most of the competitors in the industry have longer operating histories and significantly greater financial, technical, marketing and other resources than us, and may be able to respond more quickly than we can to new or changing opportunities and customer requirements.  Also, many competitors have greater name recognition and more extensive customer bases that they can leverage to gain market share.  Such competitors are able to undertake more extensive promotional activities, adopt more aggressive pricing policies and offer more attractive terms to purchasers than we can.

Significant product innovations, technical advances or the intensification of price competition by competitors could adversely affect our operating results. We cannot predict the timing or impact of competitive products or their potential impact on sales of our product candidates.

If any of our major product candidates or processes were to become subject to a problem such as unplanned loss of patent protection, unexpected side effects, regulatory proceedings, publicity affecting doctor or patient confidence or pressure from competitive products and processes, or if a new, more effective treatment should be introduced, the adverse impact on our revenues and operating results could be significant.

We are dependent on the services of key personnel and failure to attract qualified management could limit our growth and negatively impact our results of operations.

We are highly dependent on the principal members of our management and scientific staff and certain key consultants, including our Chief Executive Officer and the Chairman of the Scientific Advisory Board.  We will continue to depend on operations management personnel with pharmaceutical and scientific industry experience.  At this time, we do not know of the availability of such experienced management personnel or how much it may cost to attract and retain such personnel.  The loss of the services of any member of senior management or the inability to hire experienced operations management personnel could have a material adverse effect on our financial condition and results of operations.

If physicians and patients do not accept our current or future product candidates or processes, we may be unable to generate significant additional revenue, if any.

The products and processes that we may develop or acquire in the future, may fail to gain market acceptance among physicians, health care payors, patients and the medical community.  Physicians may elect not to recommend these treatments for a variety of reasons, including:

 
·
timing of market introduction of competitive drugs;
 
·
lower demonstrated clinical safety and efficacy compared to other drugs;
 
·
lack of cost-effectiveness;
 
·
lack of availability of reimbursement from managed care plans and other third-party payors;
 
·
lack of convenience or ease of administration;
 
·
prevalence and severity of adverse side effects;
 
·
other potential advantages of alternative treatment methods; and
 
·
ineffective marketing and distribution support.

 
8
 

If our product candidates and processes fail to achieve market acceptance, we would not be able to generate significant revenue.

We are exposed to the risk of liability claims, for which we may not have adequate insurance.

Since we participate in the pharmaceutical industry, we may be subject to liability claims by employees, customers, end users and third parties.  We do not currently have product liability insurance.  We intend to have proper insurance in place; however, there can be no assurance that any liability insurance we purchase will be adequate to cover claims asserted against us or that we will be able to maintain such insurance in the future.  We intend to adopt prudent risk management programs to reduce these risks and potential liabilities; however, we have not taken any steps to create these programs and have no estimate as to the cost or time required to do so and there can be no assurance that such programs, if and when adopted, will fully protect us.  We may not be able to put risk management programs in place, or obtain insurance, if we are unable to retain the necessary expertise and/or are unsuccessful in raising necessary capital in the future.  Adverse rulings in any legal matters, proceedings and other matters could have a material adverse effect on our business.

Pre-clinical and clinical trials are conducted during the development of potential products and other treatments to determine their safety and efficacy for use by humans.  Notwithstanding these efforts, when our treatments are introduced into the marketplace, unanticipated side effects may become evident.  Manufacturing, marketing, selling and testing our product candidates under development or to be acquired or licensed, entails a risk of product liability claims.  We could be subject to product liability claims in the event that our product candidates, processes, or products under development fail to perform as intended.  Even unsuccessful claims could result in the expenditure of funds in litigation and the diversion of management time and resources, and could damage our reputation and impair the marketability of our product candidates and processes.  While we plan to maintain liability insurance for product liability claims, we may not be able to obtain or maintain such insurance at a commercially reasonable cost.  If a successful claim were made against us, and we don’t have insurance or the amount of insurance was inadequate to cover the costs of defending against or paying such a claim or the damages payable by us, we would experience a material adverse effect on our business, financial condition and results of operations.

Other companies may claim that we have infringed upon their intellectual property or proprietary rights.

We do not believe that our product candidates or processes violate third-party intellectual property rights; however, we have not had an independent party conduct a study on possible patent infringements.  Nevertheless, we cannot guarantee that claims relating to violation of such rights will not be asserted by third parties.  If any of our product candidates or processes are found to violate third-party intellectual property rights, we may be required to re-engineer or cause to be re-engineered one or more of those product candidates or processes, or seek to obtain licenses from third parties to continue offering our product candidates or processes without substantial re-engineering, and such efforts may not be successful.

 
9
 

In addition, future patents may be issued to third parties upon which our technology may infringe.  We may incur substantial costs in defending against claims under any such patents.  Furthermore, parties making such claims may be able to obtain injunctive or other equitable relief, which effectively could block our ability to further develop or commercialize some or all of our products in the United States or abroad, and could result in the award of substantial damages against us.  In the event of a claim of infringement, we may be required to obtain one or more licenses from third parties.  There can be no assurance that we will be able to obtain such licenses at a reasonable cost, if at all.  Defense of any lawsuit or failure to obtain any such license could be costly and have a material adverse effect on our business.

Our success depends on our ability to protect our proprietary technology.
 
Our success depends, to a significant degree, upon the protection of our proprietary technology, and that of any licensors.  Legal fees and other expenses necessary to obtain and maintain appropriate patent protection could be material.  Insufficient funding may inhibit our ability to obtain and maintain such protection.  Additionally, if we must resort to legal proceedings to enforce our intellectual property rights, the proceedings could be burdensome and expensive, and could involve a high degree of risk to our proprietary rights if we are unsuccessful in, or cannot afford to pursue, such proceedings.

Our licensor has filed provisional patent applications covering technologies pertaining to the treatments of Multiple Sclerosis, Blood Sepsis, and Cancer.  We anticipate that other technologies that derive from these patents will also belong to us and are covered by the license agreements.  Because the patent positions of pharmaceutical and biotechnology companies are highly uncertain and involve complex legal and factual questions, the patents may not be granted, and any future patents owned and licensed by us may not prevent other companies from developing competing products or ensure that others will not be issued patents that may prevent the sale of our products or require licensing and the payment of significant fees or royalties.  Furthermore, to the extent that: (i) any of our future products or methods are not patentable; (ii) such products or methods infringe upon the patents of third parties; or (iii) our patents or future patents fail to give us an exclusive position in the subject matter to which such patents relate, we will be adversely affected.  We may be unable to avoid infringement of third-party patents and may have to obtain a license, or defend an infringement action and challenge the validity of such patents in court.  A license may be unavailable on terms and conditions acceptable to us, if at all.  Patent litigation is costly and time consuming, and we may be unable to prevail in any such patent litigation or devote sufficient resources to even pursue such litigation.  If we do not obtain a license under such patents, are found liable for infringement and are not able to have such patents declared invalid, we may be liable for significant monetary damages, encounter significant delays in bringing products to market or may be precluded from participating in the manufacture, use or sale of products or methods of treatment requiring such licenses.

We may also rely on trademarks, trade secrets and contract law to protect certain of our proprietary technology.  There can be no assurance that any trademarks will be approved, that such contract will not be breached, or that if breached, will have adequate remedies.  Furthermore, there can be no assurance that any of our trade secrets will not become known or independently discovered by third parties.

Additionally, we may, from time to time, support and collaborate in research conducted by universities and governmental research organizations.  There can be no assurance that we will have or be able to acquire exclusive rights to the inventions or technical information derived from such collaborations, or that disputes will not arise with respect to rights in derivative or related research programs conducted by us or such collaborators.

 
10
 

Our future growth may be inhibited by the failure to implement new technologies.

Our future growth is partially tied to our ability to improve our knowledge and implementation of pharmaceutical technologies.  The inability to successfully implement commercially viable pharmaceutical technologies in response to market conditions in a manner that is responsive to our customers’ requirements could have a material adverse effect on our business.

Risks Related To Our Common Stock

There is no public trading market for our common stock, which may impede your ability to sell our shares .

Currently, there is no trading market for our common stock, and there can be no assurance that such a market will commence in the future.  There can be no assurance that an investor will be able to liquidate his or her investment without considerable delay, if at all.  If a trading market does commence, the price may be highly volatile.  Factors discussed herein may have a significant impact on the market price of our shares.  Moreover, due to the relatively low price of our securities, many brokerage firms may not effect transactions in our common stock if a market is established.  Rules enacted by the SEC increase the likelihood that most brokerage firms will not participate in a potential future market for our common stock.  Those rules require, as a condition to brokers effecting transactions in certain defined securities (unless such transaction is subject to one or more exemptions), that the broker obtain from its customer or client a written representation concerning the customer’s financial situation, investment experience and investment objectives.  Compliance with these procedures tends to discourage most brokerage firms from participating in the market for certain low-priced securities.

We intend to apply to list our common stock for trading on the “Over-the-Counter Bulletin Board,” which may make it more difficult for investors to resell their shares due to suitability requirements.

Following the effectiveness of the registration statement of which this Prospectus is a part, and after commencement of this offering, we intend to have a market maker apply to list our common stock for trading on the Over the Counter Bulletin Board (OTCBB).  There can be no assurance that we will be successful in obtaining an OTCBB listing, or that we will be successful in obtaining a listing prior to the completion of this offering.  Broker-dealers often decline to trade in OTCBB stocks given the market for such securities are often limited, the stocks are more volatile, and the risk to investors is greater.  These factors may reduce the potential market for our common stock by reducing the number of potential investors.  This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of their shares.  This could cause our stock price to decline.

If we are unable to pay the costs associated with being a public, reporting company, we may not be able to commence and/or continue trading on the Over the Counter Bulletin Board and/or we may be forced to discontinue operations.

We intend to apply to list our common stock for trading on the OTCBB.  We expect to have significant costs associated with being a public, reporting company, which may raise substantial doubt about our ability to commence and/or continue trading on the OTCBB and/or continue as a going concern.  Our ability to commence and/or continue trading on the OTCBB and/or continue as a going concern will depend on positive cash flow, if any, from future operations and on our ability to raise additional funds through equity or debt financing.  If we are unable to achieve the necessary product sales or raise or obtain needed funding to cover the costs of operating as a public, reporting company, our common stock may be deleted from the OTCBB and/or we may be forced to discontinue operations.

 
11
 

Our principal stockholders have the ability to exert significant control in matters requiring stockholder approval and could delay, deter, or prevent a change in control of our company.

William A. Hartman and Dr. Mitchell S. Felder collectively own 52.4% of our outstanding common stock, and through the exercise of warrants could acquire another 34,000,000 shares of our common stock and 2,000,000 shares of our Series A Convertible Preferred Stock, resulting in the potential combined ownership of over 88% of our common stock on a fully-diluted basis.  Moreover, the shares of our preferred stock have 100 votes per share, giving these two shareholders over 97% of the potential voting securities.  As a result, they have the ability to influence matters affecting our shareholders, including the election of our directors, the acquisition or disposition of our assets, and the future issuance of our shares.  Because they control such shares, investors may find it difficult to replace our management if they disagree with the way our business is being operated.  Because the influence by these shareholders could result in management making decisions that are in the best interest of those shareholders and not in the best interest of the investors, you may lose some or all of the value of your investment in our common stock.  Investors who purchase our common stock should be willing to entrust all aspects of operational control to our current management team.

We do not intend to pay dividends in the foreseeable future.

We do not intend to pay any dividends in the foreseeable future.  We do not plan on making any cash distributions in the manner of a dividend or otherwise.  Our Board presently intends to follow a policy of retaining earnings, if any.

We have the right to issue additional common stock and preferred stock without consent of stockholders.  This would have the effect of diluting investors’ ownership and could decrease the value of their investment.

We are authorized to issue up to 300,000,000 shares of common stock, of which there are currently 11,451,200 shares currently issued and outstanding, and up to 48,174,400 of which may be issued and outstanding if all of our currently outstanding preferred stock and warrants were exercised and converted into common stock.  We therefore have up to an additional 251,825,600 authorized but unissued shares of our common stock that may be issued by us for any purpose without the consent or vote of our stockholders that would dilute stockholders’ percentage ownership of our company.

In addition, our certificate of incorporation authorizes the issuance of shares of preferred stock, the rights, preferences, designations and limitations of which may be set by the Board of Directors.  Our certificate of incorporation has authorized the issuance of up to 10,000,000 shares of preferred stock at the discretion of our Board.  The shares of authorized but undesignated preferred stock may be issued upon filing of an amended certificate of incorporation and the payment of required fees; no further stockholder action is required.  If issued, the rights, preferences, designations and limitations of such preferred stock would be set by our Board and could operate to the disadvantage of the outstanding common stock.  Such terms could include, among others, preferences as to dividends and distributions on liquidation.

 
12
 

Our common stock is governed under The Securities Enforcement and Penny Stock Reform Act of 1990.

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny stock.  The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions.  Such exceptions include any equity security listed on NASDAQ and any equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operation for three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average annual revenue of at least $6,000,000, if such issuer has been in continuous operation for less than three years.  Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

As a result of the additional delivery requirements, rather than satisfy the requirements many Broker-dealers often decline to trade in penny stocks given the market for such securities are often limited, the stocks are more volatile, and the risk to investors is greater.  These factors may reduce the potential market for our common stock by reducing the number of potential investors.  This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of their shares.  This could cause our stock price to decline.

The forward looking statements contained in this Prospectus may prove incorrect.

This Prospectus contains certain forward-looking statements, including among others:  (i) anticipated trends in our financial condition and results of operations; (ii) our business strategy for expanding distribution; and (iii) our ability to distinguish ourselves from our current and future competitors.  These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties.  Actual results could differ materially from these forward-looking statements.  In addition to the other risks described elsewhere in this “Risk Factors” discussion, important factors to consider in evaluating such forward-looking statements include: (i) changes to external competitive market factors or in our internal budgeting process which might impact trends in our results of operations; (ii) anticipated working capital or other cash requirements; (iii) changes in our business strategy or an inability to execute our strategy due to unanticipated changes in the biotechnology industry; and (iv) various competitive factors that may prevent us from competing successfully in the marketplace.  In light of these risks and uncertainties, many of which are described in greater detail elsewhere in this “Risk Factors” discussion, there can be no assurance that the events predicted in forward-looking statements contained in this Prospectus will, in fact, transpire.

 
13
 

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

We have made forward-looking statements in this prospectus, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” that are based on our management’s beliefs and assumptions and on information currently available to our management.  Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation, and the effects of competition.  Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions.  These statements are only predictions and involve known and unknown risks and uncertainties, including the risks outlined under “Risk Factors” and elsewhere in this prospectus.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievement.  We are not under any duty to update any of the forward-looking statements after the date of this prospectus to conform these statements to actual results, unless required by law.

USE OF PROCEEDS

This prospectus relates to shares of our common stock that may be offered and sold from time to time by the selling stockholders.  We will not receive any proceeds from the sale of shares of common stock by the selling stockholders in this offering.  We will, however, receive $0.10 per share for each share of stock acquired by a selling shareholder pursuant to the exercise of warrants.  The proceeds from the exercise of warrants will be used for general working capital purposes.

DETERMINATION OF OFFERING PRICE

We are registering up to 951,200 shares for resale by existing holders of our common stock.  There is no established public market for the shares we are registering.  Our management has established the price of $0.25 per share based upon the price at which recent transactions took place, their estimates of the market value of Premier Biomedical, Inc., and the price at which potential investors might be willing to purchase the shares offered.  Most of the selling shareholders in this offering paid $0.10 per share in a private placement that closed in March 2011, although some of them paid $0.25 per shares in a private placement that closed in June 2011, and thus will not realize a profit unless and until there is an active trading market at a higher price.  Until such time as a trading market does develop, because of the uncertainty of our ability to continue as a going concern, our management does not believe that the price of $0.25 per share has changed.

 
14
 

SELLING SECURITY HOLDERS

The following table provides information with respect to shares offered by the selling stockholders:

Selling stockholder
 
Shares
for sale
   
Shares
Underlying
Warrants
   
Shares before
offering (1)
   
Percent
before
offering (1)
   
Shares
after
offering
   
Percent
after
offering (1)
 
                                     
Michael D. Frydt
    100,000       -       100,000       0.87 %     -       -  
Peter G. Stavropoulos & Marie A. Stavropoulos
    20,000       20,000       40,000       0.35 %     -       -  
Richard Pappas & Joanna Pappas
    20,000       20,000       40,000       0.35 %     -       -  
Russell L. Foster
    30,000       10,000       40,000       0.35 %     -       -  
Alexandria Najarian
    20,000       10,000       30,000       0.26 %     -       -  
Aram Najarian
    20,000       10,000       30,000       0.26 %     -       -  
Carolyn S. Steglich
    20,000       10,000       30,000       0.26 %     -       -  
Richard Najarian
    20,000       10,000       30,000       0.26 %     -       -  
Stephanie Najarian
    20,000       10,000       30,000       0.26 %     -       -  
John S. Borza
    14,000       10,000       24,000       0.21 %     -       -  
John C. Klemes
    12,000       10,000       22,000       0.19 %     -       -  
Adam E. Wade
    10,000       10,000       20,000       0.17 %     -       -  
Angela K. Lower-Lusk
    10,000       10,000       20,000       0.17 %     -       -  
Antonette Psaila
    10,000       10,000       20,000       0.17 %     -       -  
Aram H. Najarian
    10,000       10,000       20,000       0.17 %     -       -  
Barbara R. Martin
    10,000       10,000       20,000       0.17 %     -       -  
Barrett Goulding
    10,000       10,000       20,000       0.17 %     -       -  
Blane Goulding
    10,000       10,000       20,000       0.17 %     -       -  
Bonnie S Ross
    10,000       10,000       20,000       0.17 %     -       -  
Brandon Goulding
    10,000       10,000       20,000       0.17 %     -       -  
Brenton Goulding
    10,000       10,000       20,000       0.17 %     -       -  
Bryce Goulding
    10,000       10,000       20,000       0.17 %     -       -  
Clifford W. Eshelman
    10,000       10,000       20,000       0.17 %     -       -  
Cynthia V. Wade & Edward L. Wade Jr.
    10,000       10,000       20,000       0.17 %     -       -  
Daniel E. Ford
    10,000       10,000       20,000       0.17 %     -       -  
Deborah J. Borza
    10,000       10,000       20,000       0.17 %     -       -  
Donna Ford
    10,000       10,000       20,000       0.17 %     -       -  
Douglas R Ford
    10,000       10,000       20,000       0.17 %     -       -  
DSG Enterprises, LLC (2)
    10,000       10,000       20,000       0.17 %     -       -  
Dwain E. Ford
    10,000       10,000       20,000       0.17 %     -       -  
Expanse Enterprises, LLC (3)
    10,000       10,000       20,000       0.17 %     -       -  
Gary S. Pruitt
    10,000       10,000       20,000       0.17 %     -       -  
Georgeann Holland
    10,000       10,000       20,000       0.17 %     -       -  
Gerlinde Frazl-Mayer
    10,000       10,000       20,000       0.17 %     -       -  
James M. Lusk
    10,000       10,000       20,000       0.17 %     -       -  
James W. Lusk
    10,000       10,000       20,000       0.17 %     -       -  
Jay Rosen
    10,000       10,000       20,000       0.17 %     -       -  
Joseph Meyers
    10,000       10,000       20,000       0.17 %     -       -  
Justin & Stephanie Weathers
    10,000       10,000       20,000       0.17 %     -       -  
Karyn Pardee
    10,000       10,000       20,000       0.17 %     -       -  
Lisa M. Klemes
    10,000       10,000       20,000       0.17 %     -       -  
Marilyn P. Johnson
    10,000       10,000       20,000       0.17 %     -       -  
Martin D Ross
    10,000       10,000       20,000       0.17 %     -       -  
Martin David Holland
    10,000       10,000       20,000       0.17 %     -       -  
Mary K. Klemes
    10,000       10,000       20,000       0.17 %     -       -  
Matthew P. Wade
    10,000       10,000       20,000       0.17 %     -       -  
Michael D. Fryt
    10,000       10,000       20,000       0.17 %     -       -  
Michael J. Hoehn
    10,000       10,000       20,000       0.17 %     -       -  
Patricia Goulding
    10,000       10,000       20,000       0.17 %     -       -  

 
15
 

Selling stockholder
 
Shares
for sale
   
Shares
Underlying
Warrants
   
Shares before
offering (1)
   
Percent
before
offering (1)
   
Shares
after
offering
   
Percent
after
offering (1)
 
Patrick A. Foster
    10,000       10,000       20,000       0.17 %     -       -  
Paul A. Johnson
    10,000       10,000       20,000       0.17 %     -       -  
Randall Goulding
    10,000       10,000       20,000       0.17 %     -       -  
Richard Goulding, MD
    10,000       10,000       20,000       0.17 %     -       -  
Robert J. Swierkos
    10,000       10,000       20,000       0.17 %     -       -  
Robyn Goulding
    10,000       10,000       20,000       0.17 %     -       -  
Ronald J. Martin
    10,000       10,000       20,000       0.17 %     -       -  
Russell T. Foster
    10,000       10,000       20,000       0.17 %     -       -  
Ryan Goulding
    10,000       10,000       20,000       0.17 %     -       -  
Scott L. Foster
    10,000       10,000       20,000       0.17 %     -       -  
Seta Najarian
    10,000       10,000       20,000       0.17 %     -       -  
Steven B Nagler
    10,000       10,000       20,000       0.17 %     -       -  
Susan V. Vergas
    10,000       10,000       20,000       0.17 %     -       -  
Whitson Trust
    10,000       10,000       20,000       0.17 %     -       -  
William R. Murphy
    10,000       10,000       20,000       0.17 %     -       -  
Wolfgang Vierling
    10,000       10,000       20,000       0.17 %     -       -  
Arlene M. Curns
    6,000       6,000       12,000       0.10 %     -       -  
Jeanette G. Kelly
    12,000       -       12,000       0.10 %     -       -  
Naomi Nitz
    12,000       -       12,000       0.10 %     -       -  
Frank Keating
    5,000       5,000       10,000       0.09 %     -       -  
Hertha Carl
    5,000       5,000       10,000       0.09 %     -       -  
Horst Carl
    5,000       5,000       10,000       0.09 %     -       -  
James W. Keating
    5,000       5,000       10,000       0.09 %     -       -  
Kathy Byron
    5,000       5,000       10,000       0.09 %     -       -  
Maureen Keating
    5,000       5,000       10,000       0.09 %     -       -  
Monique Polan
    5,000       5,000       10,000       0.09 %     -       -  
Robert W. List
    5,000       5,000       10,000       0.09 %     -       -  
Barbara Blakney
    3,000       3,000       6,000       0.05 %     -       -  
Edward O. Reeves
    6,000       -       6,000       0.05 %     -       -  
Michael J. Lusk
    3,000       3,000       6,000       0.05 %     -       -  
Dennis Spencer
    4,000       -       4,000       0.03 %     -       -  
Johnny F. Kelly
    4,000       -       4,000       0.03 %     -       -  
Kelly G. Kelly
    4,000       -       4,000       0.03 %     -       -  
Lindsey Marie Reeves
    4,000       -       4,000       0.03 %     -       -  
Roy L. Peters
    4,000       -       4,000       0.03 %     -       -  
Allen M. Borza
    1,250       1,250       2,500       0.02 %     -       -  
Carissa L. Hercula
    1,250       1,250       2,500       0.02 %     -       -  
Michelle A. Borza
    1,250       1,250       2,500       0.02 %     -       -  
Robert J. Borza
    1,250       1,250       2,500       0.02 %     -       -  
Allen Snelling
    1,200       1,200       2,400       0.02 %     -       -  
Carol & Jim Lusk
    1,000       1,000       2,000       0.02 %     -       -  
Gerald & Clariesse Curns
    1,000       1,000       2,000       0.02 %     -       -  
Gregorios A. & Paraskevi S. Morakeas
    2,000       -       2,000       0.02 %     -       -  
Kerri L. Dunton
    1,000       1,000       2,000       0.02 %     -       -  
Michelle A. Coaster
    1,000       1,000       2,000       0.02 %     -       -  
Ronald & Paula Curns
    1,000       1,000       2,000       0.02 %     -       -  
                                                 
Total
    951,200       723,200       1,674,400       14.61 %     -       -  

 
(1)
Based on 11,451,200 shares outstanding.  Shares of common stock underlying the exercise of warrants included herein, subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person.  Each warrant held by the Selling Stockholders will be exercisable only if and to the extent that the original purchaser is still the owner of the corresponding share of common stock on the date which is one (1) year after we are publicly traded, and shall expire one (1) year after that.  The exercise price is $0.10 per share.

 
16
 

 
(2)
The individual with dispositive and voting control over the shares held by DSG Enterprises, LLC is David Goulding, its President.
 
(3)
The individual with dispositive and voting control over the shares held by Expanse Enterprises, LLC is Ryan Goulding, its Managing Member.

 
17
 

PLAN OF DISTRIBUTION

We anticipate that a market maker will apply to have our common stock traded on the over-the-counter bulletin board at some point in the future, but there is no guarantee this will occur.  If successful, the selling stockholders will be able to sell their shares referenced under “Selling Security Holders” from time to time on the over-the-counter bulletin board in privately negotiated sales, or on other markets, at prevailing market rates.  If our common stock is not listed on the over-the-counter bulletin board, the selling stockholders may sell their shares in privately negotiated transactions.  Any securities sold in brokerage transactions will involve customary brokers’ commissions.

We will pay all expenses in connection with the registration and sale of the common stock by the selling security holders, who may be deemed to be underwriters in connection with their offering of shares.  The estimated expenses of issuance and distribution are set forth below:

Registration Fees
Approximately
  $ 100  
Transfer Agent Fees
Approximately
    500  
Costs of Printing and Engraving
Approximately
    500  
Legal Fees
Approximately
    30,000  
Accounting and Audit Fees
Approximately
    7,500  
Total
    $ 38,600  

Under the securities laws of certain states, the shares of common stock may be sold in such states only through registered or licensed brokers or dealers.  The selling stockholders are advised to ensure that any underwriters, brokers, dealers or agents effecting transactions on behalf of the selling stockholders are registered to sell securities in all fifty states.  In addition, in certain states the shares of common stock may not be sold unless the shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and we have complied with them.  The selling stockholders and any brokers, dealers or agents that participate in the distribution of common stock may be considered underwriters, and any profit on the sale of common stock by them and any discounts, concessions or commissions received by those underwriters, brokers, dealers or agents may be considered underwriting discounts and commissions under the Securities Act of 1933.

In accordance with Regulation M under the Securities Exchange Act of 1934, neither we nor the selling stockholders may bid for, purchase or attempt to induce any person to bid for or purchase, any of our common stock while we or they are selling stock in this offering.  Neither we nor any of the selling stockholders intends to engage in any passive market making or undertake any stabilizing activity for our common stock.  None of the selling stockholders will engage in any short selling of our securities.  We have been advised that under the rules and regulations of the FINRA, any broker-dealer may not receive discounts, concessions, or commissions in excess of 8% in connection with the sale of any securities registered hereunder.

 
18
 

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 300,000,000 shares of common stock, par value $0.001, and 10,000,000 shares of preferred stock, par value $0.001.  As of the date of this Registration Statement, there are 11,451,200 shares of our common stock issued and outstanding, and no shares of preferred stock issued or outstanding.

Common Stock .  Each shareholder of our common stock is entitled to a pro rata share of cash distributions made to shareholders, including dividend payments.  The holders of our common stock are entitled to one vote for each share of record on all matters to be voted on by shareholders.  There is no cumulative voting with respect to the election of our directors or any other matter.  Therefore, the holders of more than 50% of the shares voted for the election of those directors can elect all of the directors.  The holders of our common stock are entitled to receive dividends when and if declared by our Board of Directors from funds legally available therefore.  Cash dividends are at the sole discretion of our Board of Directors.  In the event of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of our liabilities and after provision has been made for each class of stock, if any, having any preference in relation to our common stock.  Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.

Preferred Stock .  We are authorized to issue 10,000,000 shares of preferred stock, par value $0.001 per share, of which 2,000,000 shares of Series A Convertible Preferred stock have been authorized (but are not issued).  The Preferred Stock is convertible, at the option of the holder, into one share of common stock for each share of Preferred Stock converted.  The holders of our Preferred Stock also have 100 votes per share of Preferred Stock that they hold, to be voted as a group along with the common shareholders on all matters on which the shareholders are entitled to vote.  The holders of our Preferred Stock have no specific rights, as a group, to elect directors (although the number of votes per share of Preferred Stock entitles the holders of at least 450,000 shares of Preferred Stock, as a group, the right to elect all directors over the holders of our currently outstanding common stock).  The holders of our preferred stock are not entitled to a dividend preference over the common stock, but are entitled to a liquidate preference in the amount of $1.25 per share.  The preferred stock is not redeemable.  Finally, the holders of the preferred stock are entitled to protective provisions as follows:

The Company may not take any of the following actions without the approval of a majority of the holders of the outstanding Series A Convertible Preferred Stock:  (i) effect a sale of all or substantially all of the Company’s assets or which results in the holders of the Company’s capital stock prior to the transaction owning less than fifty percent (50%) of the voting power of the Company’s capital stock after the transaction, (ii) alter or change the rights, preferences, or privileges of the Series A Convertible Preferred Stock, (iii) increase or decrease the number of authorized shares of Series A Convertible Preferred Stock, (iv) authorize the issuance of securities having a preference over or on par with the Series A Convertible Preferred Stock, or (v) effectuate a forward or reverse stock split or dividend of the Company’s common stock.

Dividend Policy .  We have not declared or paid a cash dividend on our capital stock in our last two fiscal years and we do not expect to pay cash dividends on our common stock in the foreseeable future.  We currently intend to retain our earnings, if any, for use in our business.  Any dividends declared in the future will be at the discretion of our Board of Directors and subject to any restrictions that may be imposed by our lenders.

 
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Options and Warrants .  There are outstanding warrants to acquire a total of 36,500,000 shares of our common stock at $0.00001 per share.  Seventeen million (17,000,000) warrants are held by each of William A. Hartman and Dr. Mitchell S. Felder, and 2,500,000 warrants are held by our legal counsel exercisable over a 10 year term.

There are outstanding warrants to acquire 2,000,000 shares of our Series A Convertible Preferred Stock at $0.001 per share exercisable over a 10 year term.  These warrants are held equally by William A. Hartman and Dr. Mitchell S. Felder.  The holders of Series A Convertible Preferred Stock, as a group, having voting control of the Company.

There are outstanding warrants to acquire 723,200 shares of our common stock.  The warrants are only exercisable if and to the extent that the original purchaser is still the owner of the corresponding share of common stock with which it was purchased on the date which is one (1) year after we are publicly traded, and shall expire one (1) year after that.  The exercise price is $0.10 per share, exercisable over a 2 year term.  If a purchaser has sold part, but not all, of the shares of common stock acquired simultaneously, then the warrants will be exercisable on a pro-rata basis based on the percentage of shares remaining.

Other than as set forth above, as of the date of this prospectus, we do not have any outstanding options, warrants, or other convertible securities.

INTEREST OF NAMED EXPERTS AND COUNSEL

The Lebrecht Group, APLC serves as our legal counsel in connection with this offering.  The Lebrecht Group owns warrants to acquire 2,500,000 shares of our common stock at an exercise price of $0.00001 per share, exercisable over a 10 year term.  See Financial Statements, Note 9 - Common Stock Warrants.

 
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DESCRIPTION OF BUSINESS

License Agreements

On May 12, 2010, we entered into two separate License Agreements.  One License Agreement was entered into with Altman Enterprises, LLC, wherein we obtained certain exclusive rights in (i) proprietary technology that is the subject of one pending international, or PCT, patent application relating to the treatment of auto-immune diseases, and (ii) the “Feldetrex” trademark.  The other License Agreement was entered into with Marv Enterprises, LLC, wherein we obtained certain exclusive rights in proprietary technology that is the subject of two international, or PCT, patent applications relating to the treatment of blood borne carcinomas and sequential extracorporeal treatment of blood.  We started developing a business around these two licenses immediately.  The Licensors are entities under the control of Dr. Mitchell S. Felder, the Chairman of our Board of Directors.

Under the terms of the Altman license, we agreed to (i) pay a royalty of five percent (5%) of any sales of products using the technology, with no minimum royalty, and (ii) reimburse the licensor for any costs incurred in pursuing its proprietary rights in the licensed technology and pay any costs incurred for maintaining or obtaining the licensors’ proprietary rights in the licensed technology in the U.S. and in extending the intellectual property to other countries around the world.  The Licensor has the sole discretion to select other countries into which exclusive rights in the licensed technology may be pursued, and if we decline to pay those expenses, then the licensor may pay said expenses and our licensed rights in those countries will revert to the licensor.  The license is for an indefinite term, but may be terminated by either party upon a breach by the other party, or if certain conditions (including a breach of the agreement, an intentional devaluation by us of our common stock owned by Licensor, our failure to diligently pursue commercialization of the licensed technology, the presence of litigation or a regulatory action against us, and obtaining a public listing of our common stock by July 1, 2012) are not satisfied.

Under the terms of the Marv license, which are nearly identical to the Altman license, we agreed to (i) pay a royalty of five percent (5%) of any sales of products using the technology, with no minimum royalty, and (ii) reimburse the licensor for any costs incurred in pursuing its proprietary rights in the licensed technology and pay any costs incurred for maintaining or obtaining the licensors’ proprietary rights in the licensed technology in the U.S. and in extending the intellectual property to other countries around the world.  The Licensor has the sole discretion to select other countries into which exclusive rights in the licensed technology may be pursued, and if we decline to pay those expenses, then the licensor may pay said expenses and our licensed rights in those countries will revert to the licensor.  The license is for an indefinite term, but may be terminated by either party upon a breach by the other party, or if certain conditions (including a breach of the agreement, an intentional devaluation by us of our common stock owned by Licensor, our failure to diligently pursue commercialization of the licensed technology, the presence of litigation or a regulatory action against us, and obtaining a public listing of our common stock by July 1, 2012) are not satisfied.

On August 17, 2011, we entered into a First Addendum to each of the license agreements, extending the deadline for which we must obtain a public listing of our common stock to July 1, 2012.

 
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We intend to purchase the patents at a price equivalent to the costs previously incurred by the licensor in pursuing the proprietary rights in the licensed technology, along with any costs incurred for maintaining or obtaining the licensors’ proprietary rights in the licensed technology in the U.S. and in extending the intellectual property to other countries around the world.  While Dr. Felder is one of our Company’s founders and the Chairman of our Board of Directors, there can be no assurance that he will extend the offer to license these technologies to us in the future as currently contemplated.

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
Cancer

We have a two-fold corporate focus:

One is to target Alzheimer’s disease, ALS, Blood Sepsis, Leukemia, and other life-threatening cancers, and to do this we intend to develop our proprietary Sequential-Dialysis Technique .  The methodology involved in this technique is largely unexplored and has been described by scientists as the “wild west” of modern medicine.  Consequently, our first entry into the therapeutics market for medications that work against cancer, Multiple Sclerosis, infectious diseases, Alzheimer’s disease, strokes and traumatic brain injury carries significant obstacles before reaching the significant opportunities of a $97 billion industry.

The other is the development of our proprietary drug candidate Feldetrex™ , a potential treatment for Multiple Sclerosis, Fibromyalgia, and Traumatic Brain Injury.  The formulation used in the current Feldetrex™   will be individually tailored to the various illnesses we intend to target, with each formulation being given a unique proprietary brand name.  The annual market size of MS treatment is $500 million and the annual market size for all proposed Feldetrex™ market segments is $2.6 billion.

To overcome the significant obstacles inherent to the development of our Sequential-Dialysis Technique and Feldetrex™ candidate drug, we are seeking to partner with prestigious institutions and pharmaceutical companies with the substantial infrastructure and resource capacity to perform experimentation and to engage in product development in an inexpensive and efficient manner.

 
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SEQUENTIAL-DIALYSIS TECHNIQUE

Our proprietary Sequential-Dialysis Technique is a methodology for the removal of those molecules which are harmful and responsible for causing diseases.  A significant disappointment in the practice of modern medicine is that the capabilities do exist to eliminate the presence of most illnesses, including life-threatening diseases such as AIDS and Cancer, but with a caveat that the process of treatment comes with catastrophic side effects that can and often do kill the patient.

Our development is that the innovative Sequential-Dialysis Methodology is done extra-corporeally (outside the body).  This is a truly unique and innovative method for alleviating disease.

We believe that this methodology can be used for the prevention of cancer metastasis, for directly attacking the causation of intractable seizures, for preventing the death of anterior motor neurons in ALS, for preventing the cause of the neuropathological changes in Alzheimer’s disease and Traumatic Brain Injury and for eradicating the causations of infectious diseases, and our intention is that the effectiveness of this technique will be demonstrated and supported in future clinical studies.

Through our Sequential-Dialysis Technique , we ultimately hope to provide a cure for cancer if not only to dramatically extend the lives of suffering patients.  We do not intend to conduct clinical trials on the referenced methods, but instead demonstrate them in future lab and animal experiments.

 
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Description of Illness

Cancer is a class of diseases in which a group of cells display 1) uncontrolled growth beyond the normal limits of cell reproduction, 2) invasion and destruction of adjacent tissues, and sometimes 3) metastasis or spread to other locations in the body via lymph or blood.  These three properties of malignant cancers differentiate them from benign tumors which are self-limited and do not invade or metastasize. Most cancers form a tumor, but some, like leukemia, do not 1 .

Cancer may affect people at all ages but the risk for most varieties of cancer increases with age.  In the United States, cancer accounts for nearly 1 in 4 deaths.  According to the American Cancer Society about 569,490 Americans will die of Cancer this year, making the death toll a staggering 1,500 people per day 2 . Globally and on average, 7.5 million people die of Cancer every year.  There are about 11.7 million people living with cancer in the United States 3 .

Nearly all cancers are caused by abnormalities in the genetic material of the transformed cells.  These abnormalities may be due to the effect of carcinogens, such as tobacco smoke, radiation, chemicals, or infectious agents.  Other cancer-promoting genetic abnormalities may be randomly acquired through errors in DNA replication, or are inherited, and thus are present in all cells from birth.  The heritability of cancers is usually affected by complex interactions between carcinogens and the host’s genome.  New aspects of the genetics of cancer pathogenesis, such as DNA methylation and microRNAs are increasingly recognized as important.

1 http://www.news-medical.net/health/What-is-Cancer.aspx
2 http://www.cancer.org/acs/groups/content/@epidemiologysurveilance/documents/document/acspc-026238.pdf
3 http://www.cancer.org/cancer/cancerbasics/cancer-prevalence

 
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Conventional Method of Treatment

Cancer can be treated today by surgery, chemotherapy, radiation, immunotherapy, monoclonal antibody therapy, or other methods.  The choice of therapy depends upon the location and grade of the tumor and the stage of the disease, as well as the general state of the patient.  A number of experimental cancer treatments are also under development.  Complete removal of the cancer without damage to the rest of the body is the goal of treatment.  Sometimes this can be accomplished by surgery, but the propensity of cancers to invade adjacent tissue or to spread to distant sites by microscopic metastasis often limits its effectiveness.  The effectiveness of chemotherapy is often limited by toxicity to other tissues in the body.  Radiation damages normal tissue 4 .

Potential for Sequential Dialysis Technique

We intend to develop a methodology for treating cancer which is completely different from the standard treatments of chemotherapy and radiation therapy that are now being utilized.  Due to the fact that all presently known treatments directly inject chemotherapeutic agents into the body of a patient and/or directly irradiate the patient, there is a very high level of adverse side effects, such as kidney failure, encephalopathy, neuropathy, heart toxicity, and other severe morbidities.

We intend to develop our intellectual property applications for utilizing a proprietary methodology in which the cancer patient’s blood is utilized to remove metastatic cancer cells.  This is accomplished by sequentially dialyzing the patient’s blood extra-corporeally.  The method will utilize designer antibodies to physically remove the pathophysiologic basis of the disease.  For example, in sepsis there will be the physical attachment and removal of bacteria.  In cancer treatment, there will be the physical attachment and then physical removal of metastasizing cancer cells.  There will also be the physical attachment, and removal of those proteins which allow cancer to metastasize successfully and then thrive-such as angiogenic proteins.  To date there has been no specific clinical evidence to support a conclusion that this treatment is effective for premetastatic or metastatic cancers.  We hope to demonstrate this in future lab and animal experiments.  Through this process, the cancer can be targeted through a number of innovative techniques being developed by the Company.


This extra-corporeal methodology for cancer treatment has an enormous potentiality for decreasing the side effects of chemotherapy and irradiation treatment in cancer patients.  Our methodology may also increase the efficacy of cancer treatment by allowing for much higher dosages of anti-neoplastic agents to be used through this extra-corporeal methodology.  Due to the fact that this methodology completely avoids exposure of the patient’s body to these anti-cancer agents, dosages that cannot be normally tolerated can now be utilized in fighting the cancer.

4 http://www.kfshrcj.org/NR/rdonlyres/AC6F2108-37CB-4C32-999B-B292ED658481/2846/CancerTreatment.pdf

 
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Description of Illness
 
Alzheimer’s disease is a dementing illness, which induces a progressive impairment of intellectual functioning, including a loss of short term memory.  There is also a progressive impairment in executive functioning with occasional psychiatric manifestations such as depression and delirium.  Delirium is characterized by an acute confusion.  Oftentimes patients have language impairment and apraxia—an inability to perform previously learned tasks.  Patients also often times show agnosia, an inability to recognize objects, and patients have a loss of visual-spatial abilities, for example oftentimes becoming lost in familiar surroundings.  Occasionally hallucinations occur in severe forms of Alzheimer’s disease.
 
Alzheimer’s disease comes from neuropathic changes in the brain which includes the accumulation of neurofibrillary tangles and amyloid plaques in the cortex of the brain 5 .  Neurofibrillary tangles are composed of Tau proteins, which are deposited within the neurons of the brain.  Thus, Tau proteins are the causation of Alzheimer’s disease and other Tauopathies such as Pick’s Disease, Tuberous Sclerosis and certain forms of Parkinson’s disease.
 
A report by the Alzheimer’s Association examining the current trajectory of Alzheimer’s disease shows that the number of Americans age 65 and older who have Alzheimer’s disease will increase from 5.1 million today to 13.5 million by mid-century.  The report entitled “ Changing the Trajectory of Alzheimer’s Disease: A National Imperative ” shows that “in the absence of disease-modifying treatments, the cumulative cost of care for people with Alzheimer’s from 2010 to 2050 will exceed $20 trillion, in today’s dollars.  Total costs of care for individuals with Alzheimer’s disease by all payers will soar from $172 billion in 2010 to more than $1 trillion in 2050.”  During this time, the Medicare costs of Alzheimer’s disease will soar 600% to $627 billion and the Medicaid costs of Alzheimer’s disease will soar 400% to $178 billion 6 .
 
Conventional Method of Treatment
 
Presently, there is no cure for Alzheimer’s disease.  Treatments exist but only target the symptoms of Alzheimer’s disease without targeting the underlying progression of the disease.  Consequently the projected future life span of an individual diagnosed with Alzheimer’s disease is 5.7 years.

Potential for Sequential-Dialysis Technique

We believe that our proprietary Sequential-Dialysis Technique can be used to prevent the onset of Alzheimer’s disease.  This would be done by removing the proteins responsible for the pathologic changes in the brain, namely the protein Tau; thus, preventing the cause of the neuropathic changes that cause Alzheimer’s disease.  The Tau protein will be removed from the cerebral spinal fluid in which it resides utilizing a designer antibody (an antibody genetically engineered for a specific purpose) which will allow for the efficacious removal of the protein.  We hope to demonstrate this in future lab and animal experiments.  We believe that our Sequential-Dialysis Technique can also be used in this fashion to treat Traumatic Brain Injury.

5 McPhee, Stephen J. Current Medical Diagnosis & Treatment . 47 th ed. New York: McGraw Hill, 2008. Print.
6 http://www.alz.org/documents_custom/FINAL_Trajectory_Report_Release-EMB_5-11-10.pdf

 
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Description of Illness
 
Amyotrophic Lateral Sclerosis (ALS) is a progressive neurodegenerative disease that affects nerve cells in the brain and spinal cord.  While the cause of ALS is uncertain, the process of ALS is known to occur as motor neurons in affected patients progressively degenerate until death.  As motor neurons degenerate, they can no longer send impulses to muscle fibers that normally result in muscle movement.  Eventually, the motor neurons die and the ability of the brain to initiate and control muscle movements is lost.  With voluntary muscle action progressively affected, patients in the later stages of the disease become totally paralyzed 7 .
 
ALS has been frequently referred to as Lou Gehrig’s disease, after the famous New York Yankees baseball player diagnosed with the disease in 1939.
 
Annually, about 5,600 people are diagnosed with ALS in the United States.  The projected future life span of a diagnosed patient is two to five years.  It is projected that of the current US population, 300,000 people will die of ALS before a cure is found.
 
The financial cost to families of persons with ALS is exceedingly high.  In the advanced stages, care can cost up to $200,000 a year.  Entire savings of relatives of patients are quickly depleted because of the extraordinary cost involved in the care of ALS patients 8 .
 
 
Conventional Method of Treatment

There is currently no cure or treatment that halts or reverses ALS.  However, there is one FDA approved drug, Riluzole, which modestly slows the progression of ALS.
 
Potential for Sequential-Dialysis Technique

Numerous medical studies have proven that the causation of ALS is an overexcitation of the anterior motor neurons in the spinal cord.  Our Sequential-Dialysis Technique method removes those excitatory neural transmitters that cause the death of those cells.  The method will utilize designer antibodies to physically remove excitatory neurotransmitters such as glutamate  from cerebrospinal fluid.  We hope to demonstrate this methodology in future lab and animal experiments.  Thus, we hope to prevent the development of ALS; thereby, giving hope to patients of a currently unconquerable disease.

7 http://www.alsa.org/als/what.cfm
8 http://www.focusonals.com/alsfacts.htm

 
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Description of Illness

Blood Sepsis, also known as Blood Poisoning, is an infection of the blood stream.  Sepsis is caused when toxin releasing bacteria, such as Staphylococcus, enter the blood.  Blood Sepsis is a particularly devastating disease due to the domino-effect of organ shutdown which causes multiple organ failure.  Blood Sepsis causes a whole body inflammatory state called Systemic Inflammatory Response Syndrome (SIRS).

Blood Sepsis first results in the shutdown of kidneys; thus patients require standard dialysis immediately to prevent death.  As the disease progresses, vital signs collapse—the foremost of these being blood pressure.  Subsequently, symptoms of Sepsis include elevated temperature, elevated heart rate, respiratory collapse, further organ failures, altered mental status and cardiac failure.


Septicemia is a major cause of death in the United States and puts people in the intensive care unit at a very high rate.  Only about 1-2% of all hospitalizations in the United States are attributed to Septicemia, though Septicemia accounts for as much as 25% of bed-utilization in intensive-care units.

Conventional Method of Treatment

The traditional therapy of Blood Sepsis relies on intravenous treatment using multiple antibiotics.  However, in intensive care units, even with today’s treatment, approximately 35% of patients with severe sepsis and 60% of patients with septic shock die within 30 days.

Septicemia is of particular concern because of the exceedingly high cost of treatment for Septicemia patients.  A typical stay in the intensive care unit costs $10,000 per day with testing. Consequently, the treatment of Blood Sepsis is one of the most costly expenditures for hospitals in America.

Potential for Sequential-Dialysis Technique

We hope to conquer Blood Sepsis and Viremia by using our proprietary Sequential-Dialysis Technique.  If proven successful, this technique would dialyze the toxin producing bacteria out of the blood by using antibodies; thus saving countless lives while also providing significant cost savings to hospitals around the country.  The method will utilize designer antibodies to physically remove the toxin producing bacteria out of the blood.  The designer antibodies will attach to the toxin producing bacteria, and then the antibody-antigen compound will be efficaciously dialyzed out of the blood extracorporeally.  We hope to demonstrate this methodology in future lab and animal experiments.

 
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FELDETREX™

Although a combination of generic medications, we believe that we have proprietary rights to our Feldetrex™   candidate drug.  In this way, Feldetrex™   is similar to Viagra®, which was a proprietary cardiac drug prior to its current use and ownership by Pfizer.  Consequently, we have one pending patent application for our Feldetrex™ candidate drug—intending to increase our Feldetrex™ related patent applications to three in the near future.

Feldetrex™ may serve as an additional medication utilized by physicians for the treatment of Multiple Sclerosis, Fibromyalgia, or Traumatic Brain Injury, and is designed to decrease symptomatology in those conditions.   Feldetrex™ will not compete against our proprietary Sequential-Dialysis Technique in the market to treat Traumatic Brain Injury, but rather the two will work conjunctively.

Feldetrex™ utilizes a low dosage of Naltrexone which has been shown in multiple medical articles, in the medical literature, to increase endogenous enkephalins 9 .  We have not independently conducted medical or laboratory tests to show the mechanism of action of this medication.  While Naltrexone in high dosages acts as an opioid antagonist, it inhibits opiate receptors.  Naltrexone in low dosages causes a compensatory upregulation (increase in the number of receptors) of native endorphins and enkephalins, which last beyond the effects of the Naltrexone itself.  We believe that this means, paradoxically, that a daily dose of low dose Naltrexone can be used to chronically increase endorphin and enkephalin levels.  We believe that by utilizing a low dosage, Naltrexone has a unique ability to increase enkephalins and other neurotransmitters in the brainstem of patients.

9 A.       Bowling, Allen C.. “Low-dose naltrexone (LDN) The “411” on LDN” National Multiple Sclerosis Society.   http://www.nationalmssociety.org/multimedia-library/momentum-magazine/back-issues/momentum-spring-09/index.aspx .  Retrieved 6 July 2011.

B.           Bourdette, Dennis. “Spotlight on Low Dose Naltrexone (LDN)”.  US Department of Veteran Affairs.   http://www.va.gov/MS/articles/Spotlight_on_Low_Dose_Naltrexone_LDN.asp .  Retrieved 5 July 2011.

C.           Giesser, Barbara S. (2010). Primer on Multiple Sclerosis .  New York:  Oxford University Press US. pp. 377.  ISBN  978-0-19-536928-1.

D.           Moore, Elaine A. 1948.   The promise of low dose naltrexone therapy: potential benefits in cancer, autoimmune, neurological and infectious disorders .  Elaine A. Moore and Samantha Wilkinson.  ISBN  978-0-7864-3715-3.

A.           Moore, Elaine A. 1948.   The promise of low dose naltrexone therapy: potential benefits in cancer, autoimmune, neurological and infectious disorders .  Elaine A. Moore and Samantha Wilkinson.  ISBN  978-0-7864-3715-3

B.           Crain SM, Shen K-F (1995).   Ultra-low concentrations of naloxone selectively antagonize excitatory effects of morphine on sensory neurons, thereby increasing its antinociceptive potency and attenuating tolerance/dependence during chronic cotreatment .  Proc Natl Acad Sci USA 92: 10540–10544.

C.           Powell KJ, Abul-Husn NS, Jhamandas A, Olmstead MC, Beninger RJ, et al. (2002).   Paradoxical effects of the opioid antagonist naltrexone on morphine analgesia, tolerance, and reward in rats .  J Pharmacol Exp Ther 300: 588–596.

D.             Wang H-Y, Friedman E, Olmstead MC, Burns LH (2005).   Ultra-low-dose naloxone suppresses opioid tolerance, dependence and associated changes in Mu opioid receptor-G protein coupling and Gβγ signaling .  Neuroscience 135: 247–261

 
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Description of Illness

Multiple Sclerosis (MS) is a devastating inflammatory neurologic disease in which white matter, known as myelin, is damaged—causing episodic or neurological symptoms.  The destruction of myelin inhibits communications between the nerves in the brain.

Symptoms of Multiple Sclerosis include extreme fatigue, numbness, weakness, difficulty with eyesight, spasticity, speech problems, and problems with coordination.  Multiple Sclerosis has its greatest incidence in young adults and patients are usually diagnosed at less than 55 years of age at the onset of the illness.

The cause of Multiple Sclerosis is unknown, although the disease is believed to be an autoimmune problem triggered by a virus—meaning that the patient’s immune cells attack and destroy the patient’s myelin.  In the United States, there are approximately 400,000 patients diagnosed with MS and approximately 200 new patients are diagnosed every week 10 .  Globally, Multiple Sclerosis is believed to effect 2.1 million people, mostly of European origin.

Conventional Method of Treatment

‘ABC’ drugs Avonex, Beta-Seron, Copaxone are used to treat Multiple Sclerosis but have been shown to barely beat out placebos in efficacy and are not approved in England for government subsidy.  The drug Tysavri was deemed dangerous and was taken off the market for over a year.

Another treatment of MS is high dose steroids; though, this treatment simply decreases symptoms without curing MS.

Potential for Feldetrex™

Our proprietary Feldetrex™ candidate drug will not compete with typical treatment methods for Multiple Sclerosis, but rather, is simply an add-on drug to increase the effectiveness of treatment.

10 http://www.nationalmssociety.org/about-multiple-sclerosis/what-we-know-about-ms/who-gets-ms/index.aspx

 
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Description of Illness

Fibromyalgia is a common illness affecting approximately 2% of the general population, most common amongst women 20 to 50 years of age.  Approximately five million Americans suffer from the debilitating illness.  The cause of Fibromyalgia is officially unknown and diagnosis of Fibromyalgia is a ‘diagnosis of exclusion’—meaning that Fibromyalgia is diagnosed as an illness after Rheumatoid Arthritis and Lupus have been ruled out with a blood test.


Patients with Fibromyalgia suffer from debilitating fatigue, numbness, headaches, and chronic widespread musculoskeletal pain with multiple tender points.  Fibromyalgia is a chronic condition lasting 6 months to many years.  Patients commonly complain of chronic aching, pain, stiffness, sleep difficulty, headaches, and irritable bowel syndrome.  Consequently, approximately 25% of patients with Fibromyalgia are work disabled.  The direct and indirect costs of Fibromyalgia are, on average, $5,945 per patient 11 .

Conventional Method of Treatment

Lyrica (Pregabalin) is the only FDA approved medication for the treatment of Fibromyalgia. However, Lyrica oftentimes has side effects of dizziness, drowsiness and dry mouth.  Rarely, Lyrica can cause suicidal ideation and severe agitation.

Potential for Feldetrex™

Our Feldetrex™ candidate drug will not compete with currently existing treatments of Fibromyalgia, but, rather, would be an add-on-drug to increase the effectiveness of treatment.

11 http://www.cdc.gov/arthritis/basics/fibromyalgia.htm

 
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Description of Illness

Traumatic Brain Injury (TBI) occurs when an external force traumatically injures the brain.  TBI is a major cause of death and disability worldwide, especially in children and young adults.  Causes of TBI include falls, vehicle accidents, and violence.  Three separate processes of Traumatic Brain Injury work to injure the brain: 1) bruising (bleeding), 2) tearing, and 3) swelling.  Brain trauma can be caused by a direct impact or by acceleration alone.  In addition to the damage caused at the moment of injury, brain trauma causes ‘secondary injury’ , a variety of events that take place in the minutes and days following the injury.  These processes, which include alterations in the cerebral blood flow and the pressure within the skull contribute substantially to the damage from the initial injury.


Each year, an estimated 1.7 million TBI-related deaths, hospitalizations, and emergency department visits occur in the United States.  Of these patients, 52,000 die and 275,000 are hospitalized. 1.4 million patients are treated and released from an emergency department 12 .

Conventional Method of Treatment

The present treatment methodology for Traumatic Brain Injury is centered on the treatment of symptoms.  There are currently no treatments that target the underlying pathology of Traumatic Brain Injury.

Currently used medications used to treat Traumatic Brain Injury, such as narcotics and antidepressants, have many side effects including addiction, arrhythmia, liver and kidney damage, abdominal problems, nausea, and vomiting.

Potential for Feldetrex™

Our proprietary Feldetrex™ candidate drug has a mechanism of action via a manipulation of central nervous system neurotransmitters, which involves the cerebral cortex, limbic system, and spinothalamic tracts.   Feldetrex™ utilizes a low dosage of Naltrexone which has been shown in multiple medical articles, in the medical literature, to increase endogenous enkephalins.  We have not independently conducted medical or laboratory tests to show the mechanism of action of this medication.

12 http://www.caregiver.org/caregiver/jsp/content_node.jsp?nodeid=441

 
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Development Plans

Central Nervous System Disorders

Feldetrex™

Feldetrex™ , our candidate drug, is a treatment for decreasing the morbidity of Multiple Sclerosis patients.  Multiple Sclerosis is a chronic, progressive illness that affects the nerves in the brain, spinal cord, and other parts of the central nervous system.  Multiple Sclerosis affects over 400,000 people in the United States and may affect 2.5 million people worldwide.  The licensor under our License Agreements has two pending provisional patent applications with variations featuring oral and/or possibly transdermal medication applications.    We intend to compare the efficacy of Feldetrex™ to the standard injectible medications currently utilized to treat Multiple Sclerosis, such as Betaseron (Interferon beta-1b), Avonex (Interferon beta-1a), and Copaxone (Glatiramer acetate).  Additionally, we plan on utilizing Feldetrex™ in peer reviewed medical studies at major medical centers to ascertain the efficacy of Feldetrex™ in symbiotically increasing the efficacy of the standard FDA approved Multiple Sclerosis injection drugs.

Feldetrex™ Development Plans

We are in discussions with the University of Pittsburgh Medical Center-Pittsburgh (UPMC-Pittsburgh) who has shown interest in a study utilizing Feldetrex™ sometime in 2013.  UPMC is the largest hospital complex in western Pennsylvania.  The proposed trial period will be just 90 days, followed by an evaluation of the adequacy of this period for a complete study normally demanded by the medical community.  In addition, preliminary contact has been made with the Robert Packer Hospital in Sayre, PA to conduct a parallel study.  This hospital is listed as being in the top 100 largest hospitals in the country.

In order for any medication to have potential in Europe, parallel tests must be conducted there. To that end, we have been in contact with the Center for New Medication Testing and Development at the University of Warwick in England.

At the conclusion of the clinical trials for Feldetrex™ , we plan to publish the results in established medical journals and subsequently contact the large pharmaceutical firms for a possible sale of the rights to manufacture and distribute Feldetrex™ .

Infectious Diseases

The licensor under our License Agreements has filed a provisional patent application for the dialyzation of blood from a patient who is dying from septicemia.  Septicemia is a rapidly fatal condition in which bacteria have infected the bloodstream of a patient.  These patients subsequently suffer from rapid renal failure, encephalopathy, and heart failure unless the septicemia is quickly reversed.  Each year approximately 200,000 Americans die from septicemia.  The traditional treatment of septicemia has been intravenous antibiotics, which have limited efficacy and are highly toxic.

Our method of treatment is to use an extracorporeal methodology of blood dialysis in which the bacteria-infected blood is sterilized through a proprietary methodology of dialyzation in which the blood is placed into contact with antibiotics within the dialysis lumen for a specified period, which subsequently kills the bacterial pathogen with a sequential removal of the antibiotic in order to negate any toxicity to the treated patient. We anticipate that this method could be utilized in place of the standard methodology or could be utilized as an adjunctive treatment for intensive care unit patients.

 
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Development Plans

We hope to perform initial concept experimentations within the year 2012.  After proof of concept experimentations, we intend to implement a clinical hospital/doctor test plan for patients using the same contacts developed in the clinical trials described above for Feldetrex™.  We anticipate that these trials will be initiated after successful laboratory testing no earlier than 2013.  Actual trials with patients may continue for many years.  We plan to contact the large medical firms, such as Johnson and Johnson, Pfizer, and Eli Lilly, to attempt to sell the rights to use our technology after the anticipated successful clinical trials, beginning as early as mid-to-late 2012.

Oncology

The licensor under our License Agreements is currently developing applications for utilizing a proprietary methodology in which the cancer patient’s blood is utilized to remove metastatic cancer cells. This is accomplished by dialyzing the patient’s blood extra-corporeally, and, through our proprietary methodology, placing the cancer cells in contact with anti-neoplastic agents within the lumen of the dialysis apparatus.  We believe this extra-corporeal methodology for cancer treatment has an enormous potentiality for decreasing the side effects of chemotherapy and irradiation treatment in cancer patients.  Our methodology may also increase the efficacy of cancer treatment by allowing for much higher dosages of anti-neoplastic agents to be used through this extra-corporeal methodology.  Because this method completely avoids exposure of the patient’s corpus to these anti-cancer agents, we believe dosages that cannot be normally tolerated can now be utilized in fighting the cancer.

Development Plans

We intend to initiate laboratory tests to prove our cancer-fighting technology throughout the 2012 calendar year.  We plan to undertake additional studies at a university/hospital during 2012 and 2013, although we have no agreements with any such institutions at this time.  We estimate the cost for each of these studies to be between $300,000 and $500,000, including actual testing with cancer patients, which we anticipate funding from capital raised after we are public.  At the anticipated successful conclusion of these studies, we plan to contact the large pharmaceutical/medical devices firms, such as Johnson & Johnson, Boston Scientific, Medtronics, Pfizer, and E. I. Lilly, to attempt to negotiate a partnership and/or sale of the technology.

Research and Development

Innovation by our research and development operations is very important to our success.  Our goal is to discover, develop and bring to market innovative products and treatments that address major unmet medical needs, including initially, Multiple Sclerosis, Septicemia, and Cancer.  We expect this goal to be supported by substantial research and development investments.

We conduct research internally and may also through contracts with third parties, through collaborations with universities and biotechnology companies and in cooperation with pharmaceutical firms.  We may also seek out promising compounds and innovative technologies developed by third parties to incorporate into our discovery or development processes or projects, as well as our future product lines, through acquisition, licensing or other arrangements.

 
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In addition to discovering and developing new products, processes and treatments, we expect our research operations to add value to our existing products and processes in development by improving their effectiveness and by discovering new uses for them.

Marketing

We intend to seek a partnership with and/or sale of our product candidates/technologies to large pharmaceutical and/or medical devices firms.  These firms have the ability to effectively promote our product candidates to healthcare providers and patients.  Through their marketing organizations, they can explain the approved uses, benefits and risks of our product candidates to healthcare providers, such as doctors, nurse practitioners, physician assistants, pharmacists, hospitals, Pharmacy Benefit Managers (PBMs), Managed Care Organizations (MCOs), employers and government agencies.  They also market directly to consumers in the U.S. through direct-to-consumer advertising that communicates the approved uses, benefits, and risks of our product candidates while continuing to motivate people to have meaningful conversations with their doctors.  In addition, they sponsor general advertising to educate the public on disease awareness, important public health issues, and patient assistance programs.

The large pharmaceutical/medical devices firms principally sell their products to wholesalers, but they also sell directly to retailers, hospitals, clinics, government agencies and pharmacies and also work with MCOs, PBMs, employers and other appropriate healthcare providers to assist them with disease management, patient education and other tools that help their medical treatment routines.

Patents and Intellectual Property Rights
 
Our Licensors, Marv Enterprises, LLC and Altman Enterprises, LLC, have filed provisional patent applications in the United States and a PCT Europe National Patent for three patents in the areas of cancer, sepsis, and multiple sclerosis.  If granted, we expect these patents to cover the medical treatments discussed above for Multiple Sclerosis, Blood Sepsis, and Cancer and be effective until 2029.  Marv and Altman have licensed these technologies to us pursuant to the terms of the License Agreements.  Because our license agreements cover the patents and “all applications of the United States and foreign countries that claim priority to the above PCT applications, including any non-provisionals, continuations, continuations-in-part, divisions, reissues, re-examinations or extensions thereof,” we anticipate that other technologies that derive from these patents will also belong to us and are covered by the license agreements.

Patents extend for varying periods according to the date of patent filing or grant and the legal term of patents in the various countries where patent protection is obtained.  The actual protection afforded by a patent, which can vary from country to country, depends upon the type of patent, the scope of its coverage and the availability of legal remedies in the country.

Altman Enterprises, LLC has also file a trademark application for the Feldetrex mark, and has also licensed this to us pursuant to the terms of the License Agreements.

We expect our patent and related rights to be of material importance to our business.

 
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Competition

Our business is conducted in an intensely competitive and often highly regulated market.  Our treatments face competition in the form of branded drugs, generic drugs and the currently practiced treatments for Multiple Sclerosis, Blood Sepsis, and Cancer.  The principal forms of competition include efficacy, safety, ease of use, and cost effectiveness.  Where possible, companies compete on the basis of the unique features of their products, such as greater efficacy, better patient ease of use or fewer side effects.  A lower overall cost of therapy is also an important factor.  Products that demonstrate fewer therapeutic advantages must compete for inclusion based primarily on price.  Though the means of competition vary among product categories, demonstrating the value of our medications and procedures will be a critical factor for our success.

Our competitors include large worldwide research-based drug companies, smaller research companies with more limited therapeutic focus, and generic drug manufacturers.  We compete with other companies that manufacture and sell products that treat similar diseases as our major medications and procedures.

Environment
 
Our business may be subject to a variety of federal, state and local environmental protection measures.  We intend to comply in all material respects with applicable environmental laws and regulations.

Regulation

We expect our business to be subject to varying degrees of governmental regulation in the United States and any other countries in which our operations are conducted.  In the United States, regulation by various federal and state agencies has long been focused primarily on product safety, efficacy, manufacturing, advertising, labeling and safety reporting.  The exercise of broad regulatory powers by the FDA continues to result in increases in the amounts of testing and documentation required for FDA clearance of new drugs and devices and a corresponding increase in the expense of product introduction.  Likewise, the approval process with the FDA is estimated to take approximately seven (7) years from the time it is started.  Similar trends are also evident in major markets outside of the United States.

Clinical trials are a set of procedures in medical research conducted to allow safety (or more specifically, information about adverse drug reactions and adverse effects of other treatments) and efficacy data to be collected for health interventions (e.g., drugs, diagnostics, devices, therapy protocols).  These trials can take place only after satisfactory information has been gathered on the quality of the non-clinical safety, and Health Authority/Ethics Committee approval is granted in the country where the trial is taking place.

Depending on the type of product and the stage of its development, investigators enroll healthy volunteers and/or patients into small pilot studies initially, followed by larger scale studies in patients that often compare the new product with the currently prescribed treatment.  As positive safety and efficacy data are gathered, the number of patients is typically increased.  Clinical trials can vary in size from a single center in one country to multicenter trials in multiple countries.

 
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Due to the sizable cost a full series of clinical trials may incur, the burden of paying for all the necessary people and services is usually borne by the sponsor who may be a governmental organization, a pharmaceutical, or biotechnology company. Since the diversity of roles may exceed resources of the sponsor, often a clinical trial is managed by an outsourced partner such as a contract research organization or a clinical trials unit in the academic sector.

The regulatory agencies under whose purview we intend to operate have administrative powers that may subject us to such actions as product withdrawals, recalls, seizure of products and other civil and criminal sanctions.

Employees

As of the date of this hereof, we do not have any employees.  All services to date have been performed by our officers and directors.  Our officers and directors will continue to work for us without compensation for the forseeable future.  We anticipate hiring appropriate personnel on an as-needed basis, and utilizing the services of independent contractors as needed.

ORGANIZATION WITHIN LAST FIVE YEARS

Premier Biomedical, Inc. was formed on May 10, 2010 in the State of Nevada.

DESCRIPTION OF PROPERTY

We do not currently lease or use any office space.  We have not paid any amounts to Mr. Hartman for the use of his personal office or for reimbursement of personal office expenses incurred by him.

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.

 
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SELECTED FINANCIAL DATA

     
As of and for the
Period from May
10, 2010 (inception)
to December 31,
   
As of and for the Six
Months Ended  June 30,
 
Premier Biomedical, Inc.
 
2010
(audited)
   
2011
(unaudited)
 
             
Statement of Operations Data:
           
             
Revenue
  $ -     $ -  
Net operating income (loss)
  $ (2,080 )   $ (59,102 )
Net income (loss)
  $ (2,156 )   $ (59,215 )
                 
Balance Sheet Data:
               
                 
Cash
  $ 373     $ 65,879  
Current assets
  $ 373     $ 67,379  
Total assets
  $ 15,190     $ 84,801  
                 
Current liabilities
  $ 2,429     $ 1,930  
Total liabilities
  $ 2,429     $ 1,930  
Total stockholders’ equity
  $ 12,761     $ 82,871  
                 
Total loss per common share
  $ (0.00 )   $ (0.01 )
 
 
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MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Disclaimer Regarding Forward Looking Statements

You should read the following discussion in conjunction with our financial statements and the related notes and other financial information included in this Form S-1. In addition to historical financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs.  Our actual results could differ materially.  Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form S-1, particularly in the Section titled Risk Factors.

Although the forward-looking statements in this Registration 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.

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, 2010 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 eleven months.  However, there is no assurance that our existing cash flow will be adequate to satisfy our existing operating expenses and capital requirements.

 
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Three Month Period ended June 30, 2011 and the Period from May 10, 2010 (inception) to June 30, 2010

Results of Operations

Introduction

We had no revenues for the three month period ended June 30, 2011 or the period from May 10, 2010 (inception) to June 30, 2010.  Our operating expenses were $47,619 for the three months ended June 30, 2011 compared to $1,010 for the period from May 10, 2010 (inception) to June 30, 2010, an increase of $46,609 or 4,615%. Our operating expenses consisted mostly of professional fees and general and administrative expenses as we finished organizing our corporate entity and launched our initial capital raise, in addition to our legal and accounting costs incurred as part of the process to file this Form S-1 with Securities and Exchange Commission.

Revenues and Net Operating Income (Loss)

Our revenues, operating expenses, and net operating income (loss) for the three months ended June 30, 2011 and the period from May 10, 2010 (inception) to June 30, 2010 were as follows:

   
Three Months
Ended
June 30, 2011
   
Period from
May 10, 2010 (Inception)
to
June 30, 2010
 
             
Revenue
  $ -     $ -  
                 
Operating expenses:
               
General & administrative
    4,739       1,010  
Professional fees
    42,880       -  
Total operating expenses
    47,619       1,010  
                 
Net operating loss
    (47,619 )     (1,010 )
Other expense
    (32 )     (10 )
                 
Net loss
  $ (47,651 )   $ (1,020 )
 
 
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Six Month Period ended June 30, 2011 and the Period from May 10, 2010 (inception) to June 30, 2010

Results of Operations

Introduction

We had no revenues for the six month period ended June 30, 2011 or the period from May 10, 2010 (inception) to June 30, 2010.  Our operating expenses were $59,102 for the six months ended June 30, 2011 compared to $1,010 for the period from May 10, 2010 (inception) to June 30, 2010, an increase of $58,092 or 5,752%. Our operating expenses consisted mostly of professional fees and general and administrative expenses as we finished organizing our corporate entity and launched our initial capital raise, in addition to our legal and accounting costs incurred as part of the process to file this Form S-1 with Securities and Exchange Commission.

Revenues and Net Operating Income (Loss)

Our revenues, operating expenses, and net operating income (loss) for the six months ended June 30, 2011 and the period from May 10, 2010 (inception) to June 30, 2010 were as follows:

   
Six Months
Ended
June 30, 2011
   
Period from
May 10, 2010 (Inception)
to
June 30, 2010
 
             
Revenue
  $ -     $ -  
                 
Operating expenses:
               
General & administrative
    7,332       1,010  
Professional fees
    51,770       -  
Total operating expenses
    59,102       1,010  
                 
Net operating loss
    (59,102 )     (1,010 )
Other expense
    (113 )     (10 )
                 
Net loss
  $ (59,215 )   $ (1,020 )

Liquidity and Capital Resources

Introduction

During the six months ended June 30, 2011, because we did not generate any revenues, we had negative operating cash flows.  Our cash on hand as of June 30, 2011 was $65,879, which came from the sale of our common stock, and our monthly cash flow burn rate is approximately $5,000.  As a result, although we don’t have significant short term cash needs, as our operating expenses increase we will face 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.  As soon as we are a reporting company, we anticipate that our short term cash needs will increase by approximately $30,000 per quarter, which we do not believe we will be able to satisfy from our revenues for some time.

 
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Our cash, current assets, total assets, current liabilities, and total liabilities as of June 30, 2011 and December 31, 2010, respectively, are as follows:

   
June 30, 2011
(Unaudited)
   
December 31,
2010
   
Change
 
                   
Cash
  $ 65,879     $ 373     $ 65,506  
Total Current Assets
    67,379       373       67,006  
Total Assets
    84,801       15,190       69,611  
Total Current Liabilities
    1,930       2,429       (499 )
Total Liabilities
  $ 1,930     $ 2,429     $ (499 )

Our cash increased by $65,506 as of June 30, 2011 as compared to December 31, 2010 because of the proceeds from the sale of our common stock.  Our total current assets increased by $67,006 due to the proceeds received from the sale of our common stock, as well as, an increase in prepaid expenses of $1,500, and total assets increased by $69,611 during the same period for the same reason, along with an increase in our capitalized patent rights and applications of $2,605.

Our current liabilities decreased by $(499) as of June 30, 2011 as compared to December 31, 2010 primarily because of a decrease in notes payable to related parties of $2,355 and a decrease in the related accrued interest of $74 as we repaid short term loans from officers, in addition to an increase in accounts payable of $1,930 related to unpaid legal costs for our patent applications.  Our total liabilities decreased by the same $(499) for the same reason.

In order to repay our obligations in full or in part when due, we will be required to raise significant capital from other sources.  There is no assurance, however, that we will be successful in these efforts.

Cash Requirements

Our cash on hand as of June 30, 2011 was $65,879, which came from the sale of our common stock, and our monthly cash flow burn rate is approximately $5,000.  As a result, although we don’t have significant short term cash needs, as our operating expenses increase we will face 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.  As soon as we are a reporting company, we anticipate that our short term cash needs will increase by approximately $30,000 per quarter, which we do not believe we will be able to satisfy from our revenues for some time.

 
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Sources and Uses of Cash

Operations

Our net cash used in operating activities for the six month period ended June 30, 2011 and the period from May 10, 2010 (inception) to June 30, 2010 was $58,859 and $655, respectively, an increased use of cash from operating activities of $58,204, or 8,886% compared the shortened period from May 10, 2010 (inception) to June 30, 2010.  The increase consisted of our increased net loss from operations of $58,195, increased prepaid expenses of $1,500 for work performed subsequent to June 30, 2011 related to our patent application process, and offset by an increase in accounts payable of $1,575 and a decrease in accrued interest to related parties of $84.

Investments

Our net cash used in investing activities for the six month period ended June 30, 2011 and the period from May 10, 2010 (inception) to June 30, 2010 was $2,605 and $-0-, respectively, an increased use of cash from investing activities of $2,605, or 100% compared the shortened period from May 10, 2010 (inception) to June 30, 2010.  The increase consisted of our increased payments on patent rights and application processes.

Financing

Our net cash provided by financing activities for the six month period ended June 30, 2011 and the period from May 10, 2010 (inception) to June 30, 2010 was $126,970 and $755, respectively, an increase in cash provided from financing activities of $126,215, or 16,717%.  The increase consisted of repayments on notes payable to related parties of $2,355 compared to proceeds from notes payable to related parties of $655 in the shortened period from May 10, 2010 (inception) to June 30, 2010, and proceeds from the sale of common stock of $129,325 compared to proceeds of $100 received in the shortened period from May 10, 2010 (inception) to June 30, 2010.

Period from May 10, 2010 (Inception) to December 31, 2010

Results of Operations

Introduction

We had no revenues for the period from May 10, 2010 (Inception) to December 31, 2010.  Our operating expenses were a nominal $2,080 during this same period because we were in our formative stage and had not yet begun operations.

Revenues and Net Operating Income (Loss)

Our revenues, operating expenses, and net operating income (loss) for the period from May 10, 2010 (Inception) to December 31, 2010 were as follows:

 
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Period from
May 10, 2010
(Inception) to
December 31, 2010
 
       
Revenue
  $ -  
         
Operating expenses:
       
General & administrative
    1,982  
Professional fees
    98  
Total operating expenses
    2,080  
         
Net operating loss
    (2,080 )
Other expense
    (76 )
         
Net loss
  $ (2,156 )

Debt Instruments, Guarantees, and Related Covenants

On December 31, 2010 the Company received an unsecured loan in the amount of $1,178, bearing interest at 8% and due on demand from the Company’s CEO.

On December 31, 2010 the Company received unsecured loans in the amount of $1,177, bearing interest at 8% and due on demand from the Company’s Chairman of the Board.

On March 31, 2011 the Company received an unsecured loan in the amount of $500, bearing interest at 8% and due on demand from the Company’s CEO.

On March 31, 2011 the Company received an unsecured loan in the amount of $500, bearing interest at 8% and due on demand from the Company’s Chairman of the Board.

On May 25, 2011 the Company repaid unsecured loans in the total amount of $1,678, as well as accrued interest of $83 to the Company’s CEO.

On May 25, 2011 the Company repaid unsecured loans in the total amount of $1,677, as well as accrued interest of $83 to the Company’s Chairman of the Board.

Critical Accounting Policies and Estimates

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.

 
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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.

Research and Development Expenses

We anticipate incurring significant research and development expenses in the future as we discover, develop, and bring to market new products and treatments.  We do not currently have an estimate of those costs because we do not know the extent or scope of products that we may be able to develop.  We have not estimated the amount nor timing of costs, internal or external, that we expect to incur on any of our major research and development projects because we do not have the financial capital necessary to hire consultants and financial analysts necessary to do so.  We do intend, in the future at a time when we are more comfortably capitalized, to prepare thorough estimates.  There are significant risks associated with developing projects on schedule and within budget, including but not limited to capital funding, loss of market share, and unforseen product liability.

Un-reimbursable costs related to patent applications incurred by our licensor prior to the Company entering into license agreements have been recognized as capitalized intangible assets by the Company.  These costs, in the amount of $14,817, were recorded to additional paid in capital as contributed by the related party licensor.

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.

 
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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.

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, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

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, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

 
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Income Taxes

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

Uncertain Tax Positions

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

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

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

Recently Issued Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 is not expected to have a material impact on our financial position or results of operations.

 
47
 

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. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.

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 Company does not expect that the guidance effective in future periods will have a material impact on its financial statements.

In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. These changes become effective for the Company beginning January 1, 2011. The Company’s adoption of this update did not have an impact on the Company’s financial condition or results of operations.

In December 2010, the FASB issued ASU 2010-28, “Intangible –Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.” This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. These changes become effective for the Company beginning January 1, 2011. The adoption of this ASU did not have a material impact on our financial statements.

In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 – Receivable – Loans and Debt Securities Acquired with Deteriorated Credit Quality (“Subtopic 310-30”). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. The adoption of this ASU did not have a material impact on our financial statements.

 
48
 

In April 2010, the FASB issued ASU 2010-13, "Compensation—Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades (A consensus of the FASB Emerging Issues Task Force)" (“ASU 2010-13”). ASU 2010-13 clarifies that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, such an award should not be classified as a liability if it otherwise qualifies as equity. This clarification of existing practice is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. The Company’s adoption of this update did not have an impact on the Company’s financial condition or results of operations.

In February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events and amendments to certain recognition and disclosure requirements. Under this ASU, a public company that is a SEC filer, as defined, is not required to disclose the date through which subsequent events have been evaluated. This ASU is effective upon the issuance of this ASU. The adoption of this ASU did not have a material impact on our financial statements.

In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers.  Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements.  This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this ASU did not have a material impact on our financial statements.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification (the “ASC”). The ASC has become the single source of non-governmental accounting principles generally accepted in the United States (“GAAP”) recognized by the FASB in the preparation of financial statements. The ASC does not supersede the rules or regulations of the Securities and Exchange Commission (“SEC”), therefore, the rules and interpretive releases of the SEC continue to be additional sources of GAAP for the Company. The Company adopted the ASC upon inception on May 10, 2010. The ASC does not change GAAP and did not have an effect on the Company’s financial position, results of operations or cash flows.

In May 2009, the FASB issued ASC 855-10 entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. ASC 855-10 provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. ASC 855-10 is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of ASC 855-10 did not have a significant effect on the Company’s financial statements. In connection with preparing the accompanying financial statements, management evaluated subsequent events through the date that such financial statements were issued (filed with the Securities and Exchange Commission).

 
49
 

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have no disclosure required by this Item.

 
50
 

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS
 
The following table sets forth the names, ages, and biographical information of each of our current directors and executive officers, and the positions with the Company held by each person, and the date such person became a director or executive officer of the Company.  Our executive officers are elected annually by the Board of Directors.  The directors serve one-year terms until their successors are elected.  The executive officers serve terms of one year or until their death, resignation or removal by the Board of Directors.  Family relationships among any of the directors and officers are described below.

Name
 
Age
 
Position(s)
         
William A. Hartman
 
70
 
President, Chief Executive Officer, and Director (June 2010)
         
Dr. Mitchell S. Felder
 
57
 
Chairman of the Board of Directors and the Scientific Advisory Board (June 2010)
         
Heidi H. Carl
 
41
 
Chief Financial Officer, Secretary and Treasurer, Director (June 2010)
         
Ramon D. Foltz
 
71
 
Director (June 2010)
         
Jay Rosen
 
57
 
Director (June 2010)
         
Justin Felder
 
21
 
Director (June 2010)
         
Scott Barnes
 
62
 
Director (December 2010)

William A. Hartman , age 70, is our President and Chief Executive Officer and a member of our Board of Directors.   From March 2008 until June 2010, Mr. Hartman was not directly employed but was planning the formation of Premier Biomedical, Inc.  From October 2006 to March 2008, Mr. Hartman was the Chief Operating Officer of Nanologix, Inc.  From July 1991 to July 2000, Mr. Hartman was a Director at TRW Automotive.  From 1984 to 1991, Mr. Hartman was Chief Engineer at TRW Automotive and from 1979 to 1984, he was Division Quality Compliance Manager at Ford Motor Company.  At TRW Automotive, Mr. Hartman was one of the auto industry pioneers of the concept of grouping related components into systems and modules and shipping just-in-time to the vehicle assembly plants.  He founded and headed a separate business group within TRW Automotive with plants in the U.S., Mexico and Europe with combined annual sales of $1.3 Billion.  Academic credentials include a BSME degree from Youngstown State University and a MSIA degree (Industrial Administration/Management) from the University of Michigan.

 
51
 

Dr. Mitchell S. Felder , age 57, is our Chairman of the Board of Directors and our Scientific Advisory Board.   Dr. Felder is a practicing Board Certified Neurologist. Dr. Felder acquired a B.A. Degree from the University of Pennsylvania in 1975 and an M.D. Degree from the University of Rome, Faculty of Medicine in 1983.  He has been Board Certified by both the American Academy of Clinical Neurology and the American Board of Psychiatry and Neurology.  Dr. Felder has authored or co-authored six publications, three studies, and has 18 issued patents.  Dr. Felder is the former President, Chairman, and founder of Infectech/Nanologix (from its founding in 1989 through March 2007)—growing the company from startup to a $100 million market cap.  During the past five years, Dr. Felder has had as his principal occupation and employment work as an attending neurologist.  Dr. Felder is presently the acting Chief of the Department of Neurology at William Beaumont Army Medical Center in El Paso, Texas.  Dr. Felder has more than 20 years of management experience.

Heidi H. Carl , age 41, is our Chief Financial Officer, Secretary, Treasurer, and a member of our Board of Directors.  From May 2009 until June 2010, Ms. Carl was not directly employed but was working with Mr. Hartman in planning the formation of Premier Biomedical, Inc.  From June 2007 to May 2009, Heidi was the Product Development Specialist at General Motors Corporation.  From May 2006 to May 2007, Heidi was the Associate Marketing Manager at General Motors Corporation.  From May 2003 to May 2006, Heidi was the Marketing Specialist at General Motors Corporation and from May 1999 to May 2003, Heidi was the District Area Parts Manager at General Motors Corporation.  Academic credentials include a BSBA degree from Madonna University and a ASBA degree from Oakland Community College.

Ramon D. Foltz , age 71, has been a member of our Board of Directors since our inception in June 2010.  From January 2000 to the present, Mr. Foltz has engaged in consulting for various manufacturing firms and the practice of patent law.  From August 1972 to January 2000, Mr. Foltz was a Senior Patent Lawyer at TRW Inc. for the TRW Automotive Sector with a brief stint as Director of Engineering for the TRW Automotive Steering and Suspension Group.  In these roles, Mr. Foltz helped in obtaining intellectual property rights on inflatable restraints and steering and suspension systems for passenger and commercial vehicles, and started an automotive systems engineering group.  From September 1964 to August 1972, Mr. Foltz was Patent Counsel and Senior Patent Counsel for Eaton Corporation.  Mr. Foltz has BSME and Juris Doctor degrees from Ohio Northern University and is registered to practice in the State of Ohio, Circuit Court for the Federal Circuit, and U.S. Patent & Trademark Office.

Jay Rosen , age 57, has been a member of our Board of Directors since our inception in June 2010.  Mr. Rosen has been a partner at Rosen Associates, a real estate holding and management company, since 1971.  He is also a partner at Midway Industrial Terminal, a real estate holding and management company, and has been since 2005.  Mr. Rosen privately owns and manages the Rosen Farm, cellular towers and various other real estate properties, is the President of XintCorp, a small start up company for developing intellectual property, and is a former member of the NY Mercantile Exchange and the New York Futures Exchange.  Mr. Rosen studied economics and finance at New York University and Columbia University.

Justin Felder , age 21, has been a member of our Board of Directors since our inception in June 2010.  He currently attends the Wharton School of Business and has attended the prestigious Governor’s School for the Sciences as a Nationa l Merit Scholar Finalist.  Mr. Felder has one granted patent (he was the co-author of a granted patent for a hydrogen bioreactor) and twenty patent applications.  Neither the granted patent, nor the patent applications, have any relevance to Premier Biomedical, Inc.

 
52
 

Scott Barnes , age 62, has been a member of our Board of Directors since December 23, 2010.  Mr. Barnes is currently the Chief Legal Officer of both Presidio Financial, LLC, a receivables management company, and the Law Office of Curtis O. Barnes, P.C.  Prior to joining those organizations in 2008, from 2004 to 2008, Mr. Barnes held the role of vice president and general counsel at Harcourt Assessment, Inc., a publisher of psychological and educational assessments, where he oversaw a team of attorneys, paralegals and other specialists who provided company-wide support on a broad range of legal and contract management issues.  Prior to joining Harcourt Assessment, from 1980 to 2001, Mr. Barnes held a number of senior legal positions at TRW, Inc and at several of TRW’s business units, with a heavy emphasis on strategic business relationships and acquisitions.  Mr. Barnes is admitted to practice law in California and Ohio and before the federal courts, and is a member of the Association of Corporate Counsel.  He earned his law degree from the University of Michigan Law School.  He also holds a bachelor’s degree in economics from UCLA and a master’s degree in business administration from UCLA’s Anderson Graduate School of Management.

Family Relationships

Heidi H. Carl is the daughter of William A. Hartman.  Justin Felder is the son of Dr. Mitchell S. Felder.

EXECUTIVE COMPENSATION

Executive Compensation

We do not currently have written employment agreements with our executives.  All are at-will employees or consultants whose compensation is set forth in the Summary Compensation Table below.

Summary Compensation Table

The following table sets forth information with respect to compensation earned by our Chief Executive Officer, President, and Chief Financial Officer for the period from May 10, 2010 (Inception) to December 31, 2010.
 
Name and 
Principal Position
 
Year
 
Salary
($)
   
Bonus
($)
   
Stock
Awards
($)
   
Option
Awards
($)
   
Non-Equity
Incentive Plan
Compensation
($)
   
Nonqualified
Deferred
Compensation
($)
   
All Other
Compensation
($)
   
Total
($)
 
                                                     
William A. Hartman
 
2010
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
CEO
                                                                   
                                                                     
Heidi H. Carl
 
2010
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
Secretary/Treasurer
                                                                   

Director Compensation

For the period from May 10, 2010 (Inception) to December 31, 2010, none of the members of our Board of Directors received compensation for his or her service as a director.  We do not currently have an established policy to provide compensation to members of our Board of Directors for their services in that capacity.  We intend to develop such a policy in the near future.

 
53
 

Outstanding Equity Awards at Fiscal Year-End

We do not currently have a stock option or grant plan.

 
54
 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of June 6, 2011, certain information with respect to the Company’s equity securities owned of record or beneficially by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company’s outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

Name and Address (1)
 
Common Stock
Ownership
   
Percentage of
Common Stock
Ownership (2)
   
Series A
Preferred
Stock
Ownership
   
Percentage of
Series A
Preferred
Stock
Ownership (3)
 
                         
William A. Hartman (4)(9)
    21,000,000 (5)     71.3 %     1,000,000 (6)     50.0 %
                                 
Dr. Mitchell S. Felder (4)(10)
P.O. Box 1332
Hermitage, PA 16148
    21,000,000 (5)     71.3 %     1,000,000 (6)     50.0 %
                                 
Heidi H. Carl (4)(9)
    1,000,000       8.7 %     -       -  
                                 
Ramon D. Foltz (4)
    1,000,000       8.7 %     -       -  
                                 
Jay Rosen (4)
    1,000,000       8.7 %     -       -  
                                 
Justin Felder (4)(10)
    1,000,000       8.7 %     -       -  
                                 
Scott Barnes (4)
    500,000       4.4 %     -       -  
                                 
The Lebrecht Group, APLC
406 W. South Jordan Pkwy
Suite 160
South Jordan, UT  84095 (7)
    2,500,000 (8)     17.9 %     -       -  
                                 
All Officers and Directors as a Group (7 Persons) (2)(3)(4)(5)(6)
    46,500,000       98.0 %     2,000,000       100.0 %

 
(1)
Unless otherwise indicated, the address of the shareholder is c/o Premier Biomedical, Inc.
 
(2)
Unless otherwise indicated, based on 11,451,200 shares of common stock issued and outstanding.  Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person.
 
(3)
Unless otherwise indicated, based on 2,000,000 shares of Series A Convertible Preferred Stock issued and outstanding, which assumes the exercise of warrants by Mr. Hartman and Dr. Felder.
 
(4)
Indicates one of our officers or directors.
 
(5)
Includes 17,000,000 shares of common stock that may be acquired upon the exercise of warrants at $0.00001 per share, and 1,000,000 shares of common stock that may be acquired upon the conversion of 1,000,000 shares of Series A Convertible Preferred Stock.
 
(6)
Includes 1,000,000 shares of Series A Convertible Preferred Stock that may be acquired upon the exercise of warrants at $0.001 per share.
 
(7)
The Lebrecht Group, APLC is our legal counsel.

 
55
 

 
(8)
Includes 2,500,000 shares of common stock that may be acquired upon the exercise of warrants at $0.00001 per share
 
(9)
William A. Hartman is the father of Heidi H. Carl.  Mr. Hartman disclaims ownership of shares held by his daughter.
 
(10)
Justin Felder is the son of Dr. Mitchell S. Felder.  Dr. Felder disclaims ownership of shares held by his son.

The issuer is not aware of any person who owns of record, or is known to own beneficially, ten percent or more of the outstanding securities of any class of the issuer, other than as set forth above.  The issuer is not aware of any person who controls the issuer as specified in Section 2(a)(1) of the 1940 Act.  There are no classes of stock other than common stock issued or outstanding.  The Company does not have an investment advisor.

There are no current arrangements which will result in a change in control.

 
56
 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

License Agreements

On May 12, 2010, we entered into two separate License Agreements.  One License Agreement was entered into with Altman Enterprises, LLC, wherein we obtained certain exclusive rights in (i) proprietary technology that is the subject of one pending PCT patent application relating to the treatment of auto-immune diseases, and (ii) the “Feldetrex” trademark.  The other License Agreement was entered into with Marv Enterprises, LLC, wherein we obtained certain exclusive rights in proprietary technology that is the subject of two PCT patent applications relating to the treatment of blood borne carcinomas and sequential extracorporeal treatment of blood.  Authority to execute the License Agreements on behalf of Altman and Marv is vested in Dr. Mitchell S. Felder, the Chairman of our Board of Directors.  Because the Licensors are controlled by one of our directors, there may exist a conflict of interest in decisions made by the Company with respect to the Licenses.

As consideration for the two licenses, we agreed to (i) pay a royalty of five percent (5%) of any sales of products using the technology, with no minimum royalty, and (ii) reimburse the licensor for any costs already incurred in pursuing its proprietary rights in the licensed technology and pay any costs incurred for maintaining or obtaining the licensors’ proprietary rights in the licensed technology in the U.S. and in extending the intellectual property to other countries around the world.  Licensor shall have sole discretion to select other countries into which exclusive rights in the licensed technology may be pursued, and if we decline to pay those expenses, then licensor may pay said expenses and our licensed rights in those countries will revert to the licensor.

Stock Issuances

Preferred Stock

On June 21, 2010, we issued warrants to acquire 1,000,000 shares of our Series A Convertible Preferred Stock at $0.001 per share, to each of William A. Hartman and Dr. Mitchell S. Felder.  The shares are restricted in accordance with Rule 144.  The issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 since the shareholders were sophisticated investors, had access to the type of information that is normally available in a prospectus, and agreed not to resell or distribute their securities to the public.

The Preferred Stock is convertible, at the option of the holder, into one share of common stock for each share of Preferred Stock converted.  The holders of our Preferred Stock also have 100 votes per share of Preferred Stock that they hold.  It also contains protective provisions as follows:

The Company may not take any of the following actions without the approval of a majority of the holders of the outstanding Series A Convertible Preferred Stock:  (i) effect a sale of all or substantially all of the Company’s assets or which results in the holders of the Company’s capital stock prior to the transaction owning less than fifty percent (50%) of the voting power of the Company’s capital stock after the transaction, (ii) alter or change the rights, preferences, or privileges of the Series A Convertible Preferred Stock, (iii) increase or decrease the number of authorized shares of Series A Convertible Preferred Stock, (iv) authorize the issuance of securities having a preference over or on par with the Series A Convertible Preferred Stock, or (v) effectuate a forward or reverse stock split or dividend of the Company’s common stock.

 
57
 

Common Stock

On December 23, 2010, we issued 500,000 shares of our common stock to Scott Barnes, as a founder, for consideration of $0.00001 per share.  The shares are restricted in accordance with Rule 144.  The issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 since the shareholder was a sophisticated investor, had access to the type of information that is normally available in a prospectus, and agreed not to resell or distribute the securities to the public.

On June 21, 2010, we issued an aggregate of 10,000,000 shares of our common stock to our officers and directors, as founders, for consideration of $0.00001 per share.  The shares are restricted in accordance with Rule 144.  The issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 since the shareholders were sophisticated investors, had access to the type of information that is normally available in a prospectus, and agreed not to resell or distribute their securities to the public.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES

Article 9 of our Articles of Incorporation provides that, the personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph 1 of Section 78.037 of the General Corporation Law of the State of Nevada, as the same may be amended and supplemented.  Paragraph 1 of Section 78.037 states that the articles of incorporation of a Nevada corporation may contain any provision, not contrary to the laws of the State of Nevada, for the management of the business and for the conduct of the affairs of the corporation.

Article 10 of our Articles of Incorporation provides that, the corporation shall, to the fullest extent permitted by Section 78.751 of the General Corporation Law of the State of Nevada, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all expenses, liabilities, or other matters referred to in or covered by said section.  Section 78.751 states that the articles of incorporation of a Nevada corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition.  It further states that indemnification does not exclude any other rights that an officer or director may have pursuant to the articles, bylaws, shareholders agreement or otherwise, and that it continues for a person who has ceased to be a director, officer, or employee of the company.

Article V of our Bylaws further addresses indemnification, including procedures for indemnification claims.  Indemnification applies to any person that is made a party to, or threatened to be made a party to, any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she was an officer or director of the company.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

 
58
 

AVAILABLE INFORMATION

We are not subject to the reporting requirements of the Securities Exchange Act of 1934.  We have filed with the Securities and Exchange Commission a registration statement on Form S-1, together with all amendments and exhibits thereto, under the Securities Act of 1933 with respect to the common stock offered hereby.  This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto.  Statements contained in this prospectus as to the contents of any contract or other document referred to are not necessarily complete and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each such statement being qualified in all respects by such reference.

Copies of all or any part of the registration statement may be inspected without charge or obtained from the Public Reference Section of the Commission at 100 F Street, NE, Washington, DC 20549.  The registration statement is also available through the Commission’s web site at the following address:  http://www.sec.gov.

EXPERTS

The audited financial statements of Premier Biomedical, Inc. as of December 31, 2010 and for the period from May 10, 2010 (Inception) through December 31, 2010 appearing in this prospectus which is part of a registration statement have been so included in reliance on the report of M&K CPAS, PLLC, given on the authority of such firm as experts in accounting and auditing.

 
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INDEX TO FINANCIAL STATEMENTS
For the Six Months Ended June 30, 2011 and the
Period from May 10, 2010 (inception) to June 30, 2010
(Unaudited)

Balance Sheets as of June 30, 2011 (Unaudited) and December 31, 2010 (audited)
F-1
Statements of Operations for the Three and Six Months Ended June 30, 2011 (unaudited), the period from May 10, 2010 (inception) to June 30, 2010 (Unaudited), and the period from May 10, 2010 (inception) to June 30, 2011 (Unaudited)
F-2
Statements of Stockholders’ Equity (Deficit) for the period from May 10, 2010 (inception) to December 31, 2010 (Audited) and to June 30, 2011 (Unaudited)
F-3
Statements of Cash Flows for the Six Months Ended June 30, 2011 (Unaudited), the period from May 10, 2010 (inception) to June 30, 2010 (Unaudited), and the period from May 10, 2010 (inception) to June 30, 2011 (Unaudited)
F-4
Notes to Financial Statements
F-5 to F-17

INDEX TO FINANCIAL STATEMENTS
For the Three Months Ended March 31, 2011 (Unaudited) and the
Period from May 10, 2010 (inception) to December 31, 2010

Report of Independent Registered Public Accounting Firm
F-18
Balance Sheets as of December 31, 2010 (Audited) and March 31, 2011 (Unaudited)
F-19
Statements of Operations for the Three Months Ended March 31, 2011 (Unaudited), the period from May 10, 2010 (inception) to December 31, 2010 (Audited), and the period from May 10, 2010 (inception) to March 31, 2011 (Unaudited)
F-20
Statements of Stockholders’ Equity (Deficit) for the period from May 10, 2010 (inception) to December 31, 2010 (Audited) and to March 31, 2011 (Unaudited)
F-21
Statements of Cash Flows for the Three Months Ended March 31, 2011 (Unaudited), the period from May 10, 2010 (inception) to December 31, 2010 (Audited), and the period from May 10, 2010 (inception) to March 31, 2011 (Unaudited)
F-22
Notes to Financial Statements
F-23 to F-36
 
 
60
 
 
PREMIER BIOMEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS

   
June 30,
   
December 31,
 
   
2011
   
2010
 
 
 
(Unaudited)
   
(Restated)
 
ASSETS
           
             
Current assets:
           
Cash
  $ 65,879     $ 373  
Prepaid expenses
    1,500       -  
Total current assets
    67,379       373  
                 
Patent rights and applications
    17,422       14,817  
                 
Total assets
  $ 84,801     $ 15,190  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities:
               
Accounts Payable
  $ 1,930     $ -  
Accrued interest, related parties
    -       74  
Notes payable, related parties
    -       2,355  
Total current liabilities
    1,930       2,429  
                 
Stockholders' equity:
               
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, 11,451,200 and 10,000,000 shares issued and outstanding at June 30, 2011 and December 31, 2010, respectively
    115       100  
Additional Paid in Capital
    144,127       14,817  
(Deficit) accumulated during development stage
    (61,371 )     (2,156 )
Total stockholders' equity
    82,871       12,761  
                 
Total liabilities and stockholders' equity
  $ 84,801     $ 15,190  

The accompanying notes are an integral part of these financial statements.
 
 
F-1
 
 
PREMIER BIOMEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
(Unaudited)

   
For the Three
   
May 10, 2010
   
For the Six
   
May 10, 2010
   
May 10, 2010
 
   
Months Ended
   
(inception) to
   
Months Ended
   
(inception) to
   
(inception) to
 
   
June 30, 2011
   
June 30, 2010
   
June 30, 2011
   
June 30, 2010
   
June 30, 2011
 
                               
Revenue
  $ -     $ -     $ -     $ -     $ -  
                                         
Operating expenses:
                                       
General and administrative
    4,739       1,010       7,332       1,010       9,314  
Professional fees
    42,880       -       51,770       -       51,868  
                                         
Total operating expenses
    47,619       1,010       59,102       1,010       61,182  
                                         
Net operating loss
    (47,619 )     (1,010 )     (59,102 )     (1,010 )     (61,182 )
                                         
Other expense:
                                       
Interest expense
    (32 )     (10 )     (113 )     (10 )     (189 )
                                         
Loss before provision for income taxes
    (47,651 )     (1,020 )     (59,215 )     (1,020 )     (61,371 )
                                         
Provision for income taxes
    -       -       -       -       -  
                                         
Net loss
  $ (47,651 )   $ (1,020 )   $ (59,215 )   $ (1,020 )   $ (61,371 )
                                         
Weighted average number of common shares outstanding - basic and fully diluted
    11,392,101       10,000,000       11,017,129       10,000,000          
                                         
Net (loss) per share - basic and fully diluted
  $ (0.00 )   $ (0.00 )   $ (0.01 )   $ (0.00 )        

The accompanying notes are an integral part of these financial statements.
 
 
F-2
 
 
PREMIER BIOMEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY

                                 
(Deficit)
       
                                 
Accumulated
       
                           
Additional
   
During
   
Total
 
   
Preferred Stock
   
Common Stock
   
Paid-In
   
Development
   
Stockholders'
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Stage
   
Equity
 
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 (Restated)
    -     $ -       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 six months ended June 30, 2011
    -       -       -       -               (59,215 )     (59,215 )
                                                         
Balance, June 30, 2011 (Unaudited)
    -     $ -       11,451,200     $ 115     $ 144,127     $ (61,371 )   $ 82,871  

The accompanying notes are an integral part of these financial statements.
 
 
F-3
 
 
PREMIER BIOMEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Unaudited)

   
For the Six
   
May 10, 2010
   
May 10, 2010
 
   
Months Ended
   
(inception) to
   
(inception) to
 
   
June 30, 2011
   
June 30, 2010
   
June 30, 2011
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net (loss)
  $ (59,215 )   $ (1,020 )   $ (61,371 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Decrease (increase) in assets:
                       
Prepaid expenses
    (1,500 )     -       (1,500 )
Increase (decrease) in liabilities:
                       
Accounts payable
    1,930       355       1,930  
Accrued interest, related parties
    (74 )     10       -  
                         
Net cash used in operating activities
    (58,859 )     (655 )     (60,941 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Payments on patent rights and applications
    (2,605 )     -       (2,605 )
                         
Net cash used in investing activities
    (2,605 )     -       (2,605 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds and (repayments) on notes payable, related parties
    (2,355 )     655       -  
Proceeds from sale of common stock
    129,325       100       129,425  
                         
Net cash provided by financing activities
    126,970       755       129,425  
                         
NET CHANGE IN CASH
    65,506       100       65,879  
                         
CASH AT BEGINNING OF PERIOD
    373       -       -  
                         
CASH AT END OF PERIOD
  $ 65,879     $ 100     $ 65,879  
                         
SUPPLEMENTAL INFORMATION:
                       
Interest paid
  $ 187     $ -     $ 189  
Income taxes paid
  $ -     $ -     $ -  
                         
NON-CASH INVESTING AND FINANCING ACTIVITIES:
                       
Contributed capital, patent rights and applications
  $ -     $ 14,817     $ 14,817  

The accompanying notes are an integral part of these financial statements.
 
 
F-4
 
 
Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(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.

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.
 
 
F-5
 
 
Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(Unaudited)

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, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

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, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

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

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

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

The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.
 
 
F-6
 
 
Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(Unaudited)

Recently Issued Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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 is not expected to 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. We are currently evaluating ASU 2011-04 and have not yet determined the impact that adoption will have on our financial statements.

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 Company does not expect that the guidance effective in future periods will have a material impact on its financial statements.

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 $61,371 and negative working capital of $65,449 as of June 30, 2011. 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.
 
 
F-7
 
 
Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(Unaudited)

Note 3 - Correction of Errors

We have restated our previously issued December 31, 2010 financial statements for previously unrecognized costs related to patent rights and applications contributed by one of the Company’s founding member and director. The accompanying financial statements for the year ended December 31, 2010 have been restated to reflect the corrections in accordance with Accounting Standards Codification topic 250, “Accounting Change and Error Corrections”. The following is a summary of the restatements for December 31, 2010:

Increase of previously unreported intangible assets:
     
  - Unrecorded value of capitalized patent rights and applications
  $ 14,817  

Increase of previously reported additional paid in capital:
     
  - Unrecorded amount of additional paid in capital on contributed capital from related party
  $ 14,817  

The effect on the Company’s previously issued December 31, 2010 financial statements are summarized as follows:

Balance Sheet as of December 31, 2010:

   
Previously
Reported
   
Net
Change
   
Restated
 
ASSETS
                 
Current assets
                 
Cash
  $ 373     $ -     $ 373  
Prepaid expenses
    -               -  
Total current assets
    373       -       373  
                         
Patent rights and applications
    -       14,817       14,817  
                         
    $ 373     $ 14,817     $ 15,190  
                         
LIABILITIES AND
STOCKHOLDERS’ EQUITY
                       
Current liabilities
                       
Accounts payable
  $ -     $ -     $ -  
Accrued interest, related parties
    74       -       74  
Notes payable, related parties
    2,355       -       2,355  
Total current liabilities
    2,429       -       2,429  
                         
Stockholders’ equity (deficit)
                       
Preferred stock
    -       -       -  
Common stock
    100       -       100  
Additional paid-in capital
    -       14,817       14,817  
(Deficit) accumulated during development stage
    (2,156 )     -       (2,156 )
Total stockholders’ equity (deficit)
    (2,056 )     14,817       12,761  
                         
Total liabilities and stockholders’ equity (deficit)
  $ 373     $ 14,817     $ 15,190  

In addition, the statement of cash flows has been restated to present the footnote disclosure of the non-cash related party contribution of $14,817 of patent rights and application costs.
 
 
F-8
 
 
Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(Unaudited)

Note 4 – Related Party

Notes Payable
On May 25, 2011 the Company repaid unsecured loans in the total amount of $1,678, as well as accrued interest of $83 to the Company’s CEO.

On May 25, 2011 the Company repaid unsecured loans in the total amount of $1,677, as well as accrued interest of $83 to the Company’s Chairman of the Board.

On March 31, 2011 the Company received an unsecured loan in the amount of $500, bearing interest at 8% and due on demand from the Company’s CEO.

On March 31, 2011 the Company received an unsecured loan in the amount of $500, bearing interest at 8% and due on demand from the Company’s Chairman of the Board.

On December 31, 2010 the Company received an unsecured loan in the amount of $1,178, bearing interest at 8% and due on demand from the Company’s CEO.

On December 31, 2010 the Company received unsecured loans in the amount of $1,177, bearing interest at 8% and due on demand from the Company’s Chairman of the Board.

Common Stock
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 shares issued carried a total fair value of $160, or $0.00032 per share.

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 total fair value of the warrant issuances to the founder based on an independent valuation 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, 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 Chairman of the Board. The total fair value of the warrant issuances to the founder based on an independent valuation 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.

 
F-9
 
 
Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(Unaudited)

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.

Note 5 – Patent Rights and Applications

   
June 30, 2011
   
December 31, 2010
 
             
Patent rights and applications
  $ 17,422     $ 14,817  
Less: accumulated amortization
    -       -  
                 
    $ 17,422     $ 14,817  

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. During the year ended December 31, 2010, the Company performed reviews of the carrying value of its patent rights and applications and, as a result, the Company has not written off any book value of the patent rights and applications for the year ended December 31, 2010.

Note 6 – Notes Payable, Related Parties

On May 25, 2011 the Company repaid unsecured loans in the total amount of $1,678, as well as accrued interest of $83 to the Company’s CEO.

On May 25, 2011 the Company repaid unsecured loans in the total amount of $1,677, as well as accrued interest of $83 to the Company’s Chairman of the Board.

On March 31, 2011 the Company received an unsecured loan in the amount of $500, bearing interest at 8% and due on demand from the Company’s CEO.

On March 31, 2011 the Company received an unsecured loan in the amount of $500, bearing interest at 8% and due on demand from the Company’s Chairman of the Board.

On December 31, 2010 the Company received an unsecured loan in the amount of $1,178, bearing interest at 8% and due on demand from the Company’s CEO.

On December 31, 2010 the Company received unsecured loans in the amount of $1,177, bearing interest at 8% and due on demand from the Company’s Chairman of the Board.
 
Note 7 – Stockholders’ Equity

On May 10, 2010, the founders of the Company established 300,000,000 authorized shares of $0.00001 par value common stock. Additionally, the Company’s founders established 10,000,000 authorized shares of $0.0001 par value preferred stock.
 
 
F-10
 
 
Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(Unaudited)

Common Stock

During the three months ended June 30, 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.

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 total fair value of the 723,200 common stock warrants based on an independent valuation 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.

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 shares issued carried a total fair value of $160, or $0.00032 per share.

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 total fair value of the warrant issuances to the founder based on an independent valuation 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 total fair value of the warrant issuances to the founder based on an independent valuation 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.
 
 
F-11
 
 
Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(Unaudited)

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 total fair value of the warrants based on an independent valuation using the Black-Scholes option-pricing model is $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.

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 total fair value of the warrants based on an independent valuation using the Black-Scholes option-pricing model is $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.

Series A Preferred Stock Warrants Cancelled
No series A preferred stock warrants were cancelled during the six months ended June 30, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

Series A Preferred Stock Warrants Expired
No series A preferred stock warrants were expired during the six months ended June 30, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

Series A Preferred Stock Warrants Exercised
No series A preferred stock warrants were exercised during the six months ended June 30, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

The following is a summary of information about the Series A Preferred Stock Warrants outstanding at June 30, 2011.

     
Shares Underlying
 
Shares Underlying Warrants Outstanding
   
Warrants Exercisable
 
           
Weighted
                   
     
Shares
   
Average
   
Weighted
   
Shares
   
Weighted
 
Range of
   
Underlying
   
Remaining
   
Average
   
Underlying
   
Average
 
Exercise
   
Warrants
   
Contractual
   
Exercise
   
Warrants
   
Exercise
 
Prices
   
Outstanding
   
Life
   
Price
   
Exercisable
   
Price
 
                                           
$ 0.001       2,000,000    
9.2 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, 2010.

     
Shares Underlying
 
Shares Underlying Warrants Outstanding
   
Warrants Exercisable
 
     
 
   
Weighted
                   
     
Shares
   
Average
   
Weighted
   
Shares
   
Weighted
 
Range of
   
Underlying
   
Remaining
   
Average
   
Underlying
   
Average
 
Exercise
   
Warrants
   
Contractual
   
Exercise
   
Warrants
   
Exercise
 
Prices
   
Outstanding
   
Life
   
Price
   
Exercisable
   
Price
 
                                           
$ 0.001       2,000,000    
9.5 years
    $ 0.001       2,000,000     $ 0.001  
 
 
F-12
 
 
Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(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,
 
   
2011
   
2010
 
             
Average risk-free interest rates
    3.27 %     3.26 %
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, 2011 and the period from May 10, 2010 (inception) to December 31, 2010, 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 six months ended June 30, 2011.

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

         
Weighted
 
         
Average
 
   
Number
   
Exercise
 
   
of Shares
   
Price
 
             
Balance, May 10, 2010 (inception)
    -     $ -  
Options cancelled
    -       -  
Options granted
    2,000,000       0.001  
Options exercised
    -       -  
Balance, December 31, 2010
    2,000,000     $ 0.001  
Options cancelled
    -       -  
Options granted
    -       -  
Options exercised
    -       -  
Balance, June 30, 2011
    2,000,000     $ 0.001  
                 
Exercisable, June 30, 2011
    2,000,000     $ 0.001  
 
 
F-13
 
 
Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(Unaudited)

Note 9 – Common Stock Warrants

Common Stock Warrants Granted (2011)

On February 28, 2011 the Company granted warrants to purchase a total of 723,200 shares of common stock at $0.10 per share over a two year period beginning one year from the date the Company begins trading on a public stock exchange, in exchange for total proceeds of $72,320 in conjunction with the sale of 723,200 shares of common stock to a total of eighty five independent investors. The total fair value of the 723,200 common stock warrants based on an independent valuation 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 total fair value of the warrants based on an independent valuation 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 total fair value of the warrants based on an independent valuation 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 total fair value of the warrants based on an independent valuation using the Black-Scholes option-pricing model is $575, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $225.

Common Stock Warrants Cancelled
No warrants were cancelled during the six months ended June 30, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

Common Stock Warrants Expired
No warrants expired during the six months ended June 30, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

Common Stock Warrants Exercised
No options were exercised during the six months ended June 30, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

The following is a summary of information about the Common Stock Warrants outstanding at June 30, 2011.
 
 
F-14
 
 
Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(Unaudited)

     
Shares Underlying
 
Shares Underlying Warrants Outstanding
   
Warrants Exercisable
 
     
 
   
Weighted
                   
     
Shares
   
Average
   
Weighted
   
Shares
   
Weighted
 
Range of
   
Underlying
   
Remaining
   
Average
   
Underlying
   
Average
 
Exercise
   
Warrants
   
Contractual
   
Exercise
   
Warrants
   
Exercise
 
Prices
   
Outstanding
   
Life
   
Price
   
Exercisable
   
Price
 
                                 
$ 0.00001 – 0.10       37,223,200    
9.2 years
    $ 0.00195       36,500,000     $ 0.00001  

The following is a summary of information about the Common Stock Warrants outstanding at December 31, 2010.

     
Shares Underlying
 
Shares Underlying Warrants Outstanding
   
Warrants Exercisable
 
           
Weighted
                   
     
Shares
   
Average
   
Weighted
   
Shares
   
Weighted
 
Range of
   
Underlying
   
Remaining
   
Average
   
Underlying
   
Average
 
Exercise
   
Warrants
   
Contractual
   
Exercise
   
Warrants
   
Exercise
 
Prices
   
Outstanding
   
Life
   
Price
   
Exercisable
   
Price
 
                                 
$ 0.00001       36,500,000    
9.5 years
    $ 0.00001       36,500,000     $ 0.00001  

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,
 
   
2011
   
2010
 
             
Average risk-free interest rates
    3.27 %     3.26 %
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, 2011 and the period from May 10, 2010 (inception) to December 31, 2010, 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 six months ended June 30, 2011.
 
 
F-15
 
 
Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(Unaudited)

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

         
Weighted
 
         
Average
 
   
Number
   
Exercise
 
   
of Shares
   
Price
 
             
Balance, May 10, 2010 (inception)
    -     $ -  
Options cancelled
    -       -  
Options granted
    36,500,000       0.00001  
Options exercised
    -       -  
Balance, December 31, 2010
    36,500,000     $ 0.00001  
Options cancelled
    -       -  
Options granted
    723,200       0.10  
Options exercised
    -       -  
Balance, June 30, 2011
    37,223,200     $ 0.00195  
                 
Exercisable, June 30, 2011
    36,500,000     $ 0.00001  
 
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, 2011 and the period from May 10, 2010 (inception) to December 31, 2010, 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, 2011 and December 31, 2010, the Company had $61,371 and $2,156 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,
 
   
2011
   
2010
 
Deferred tax assets:
           
Net operating loss carry forwards
  $ 21,480     $ 755  
                 
Net deferred tax assets before valuation allowance
    21,480       755  
Less: Valuation allowance
    (21,480 )     (755 )
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, 2011 and December 31, 2010, 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,
 
   
2011
   
2010
 
             
Federal and state statutory rate
    35 %     35 %
Change in valuation allowance on deferred tax assets
    (35 )%     (35 )%
 
 
F-16
 
 
Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Financial Statements
June 30, 2011
(Unaudited)

In accordance with FASB ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.
 
Note 11 – Subsequent Events

The Company has not conducted any reportable subsequent events.
 
 
F-17
 
 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Premier Biomedical, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of Premier Biomedical, Inc. (A Development Stage Company) as of December 31, 2010, and the related statements of operations, stockholders' equity (deficit) and cash flows for the period from inception on May 10, 2010, through December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Premier Biomedical, Inc. (A Development Stage Company) as of December 31, 2010, and the related statements of operations, stockholders' equity (deficit) and cash flows for the period from inception on May 10, 2010, through December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has an accumulated deficit of $13,720 and negative working capital of $58,705, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As discussed in Note 3 of the financial statements, the period ended December 31, 2010 financial statements have been restated to correct misstatements in these statements.

/s/ M&K CPAS, PLLC
 
   
Houston, Texas
 
http://www.mkacpas.com
 
June 13, 2011 except for Note 3 which is as of October 2, 2011
 

 
 
F-18
 
 
PREMIER BIOMEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
(Restated)

   
March 31,
   
December 31,
 
   
2011
   
2010
 
   
(Unaudited)
       
ASSETS
           
             
Current assets:
           
Cash
  $ 57,829     $ 373  
Prepaid expenses
    4,500       -  
Total current assets
    62,329       373  
                 
Patent rights and applications
    14,817       14,817  
                 
Total assets
  $ 77,146     $ 15,190  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities:
               
Accounts Payable
  $ 135     $ -  
Accrued interest, related parties
    134       74  
Notes payable, related parties
    3,355       2,355  
Total current liabilities
    3,624       2,429  
                 
Stockholders' equity:
               
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, 11,223,200 and 10,000,000 shares issued and outstanding at March 31, 2011 and December 31, 2010, respectively
    112       100  
Additional Paid in Capital
    87,130       14,817  
(Deficit) accumulated during development stage
    (13,720 )     (2,156 )
Total stockholders' equity
    73,522       12,761  
                 
Total liabilities and stockholders' equity
  $ 77,146     $ 15,190  

The accompanying notes are an integral part of these financial statements.

 
F-19
 

PREMIER BIOMEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS

   
For the Three
   
May 10, 2010
   
May 10, 2010
 
   
Months Ended
   
(inception) to
   
(inception) to
 
   
March 31, 2011
   
December 31, 2010
   
March 31, 2011
 
   
(Unaudited)
         
(Unaudited)
 
Revenue
  $ -     $ -     $ -  
                         
Operating expenses:
                       
General and administrative
    2,593       1,982       4,575  
Professional fees
    8,890       98       8,988  
                         
Total operating expenses
    11,483       2,080       13,563  
                         
Net operating loss
    (11,483 )     (2,080 )     (13,563 )
                         
Other expense:
                       
Interest expense
    (81 )     (76 )     (157 )
                         
Loss before provision for income taxes
    (11,564 )     (2,156 )     (13,720 )
                         
Provision for income taxes
    -       -       -  
                         
Net loss
  $ (11,564 )   $ (2,156 )   $ (13,720 )
                         
Weighted average number of common shares outstanding - basic and fully diluted
    10,637,991       10,000,000          
                         
Net (loss) per share - basic and fully diluted
  $ (0.00 )   $ (0.00 )        

The accompanying notes are an integral part of these financial statements.

 
F-20
 

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

                                 
(Deficit)
       
                                 
Accumulated
       
                           
Additional
   
During
   
Total
 
   
Preferred Stock
   
Common Stock
   
Paid-In
   
Development
   
Stockholders'
 
   
Shares
   
Amount
   
Shares
   
Amount
   
Capital
   
Stage
   
Equity
 
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 (Restated)
    -     $ -       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  
                                                         
Net loss for the three months  ended March 31, 2011
    -       -       -       -               (11,564 )     (11,564 )
                                                         
Balance, March 31, 2011 (Unaudited)
    -     $ -       11,223,200     $ 112     $ 87,130     $ (13,720 )   $ 73,522  

The accompanying notes are an integral part of these financial statements.

 
F-21
 

PREMIER BIOMEDICAL, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
(Restated)

   
For the Three
   
May 10, 2010
   
May 10, 2010
 
   
Months Ended
   
(inception) to
   
(inception) to
 
   
March 31, 2011
   
December 31, 2010
   
March 31, 2011
 
   
(Unaudited)
         
(Unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net (loss)
  $ (11,564 )   $ (2,156 )   $ (13,720 )
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Decrease (increase) in assets:
                       
Prepaid expenses
    (4,500 )     -       (4,500 )
Increase (decrease) in liabilities:
                       
Accounts payable
    135       -       135  
Accrued interest, related parties
    60       74       134  
                         
Net cash used in operating activities
    (15,869 )     (2,082 )     (17,951 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Proceeds from notes payable, related parties
    1,000       2,355       3,355  
Proceeds from sale of common stock
    72,325       100       72,425  
                         
Net cash provided by financing activities
    73,325       2,455       75,780  
                         
NET CHANGE IN CASH
    57,456       373       57,829  
                         
CASH AT BEGINNING OF PERIOD
    373       -       -  
                         
CASH AT END OF PERIOD
  $ 57,829     $ 373     $ 57,829  
                         
SUPPLEMENTAL INFORMATION:
                       
Interest paid
  $ 21     $ 2     $ 23  
Income taxes paid
  $ -     $ -     $ -  
                         
NON-CASH INVESTING AND FINANCING ACTIVITIES:
                       
Contributed capital, patent rights and applications
  $ -     $ 14,817     $ 14,817  

The accompanying notes are an integral part of these financial statements.

 
F-22
 


Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Restated Financial Statements
December 31, 2010
(Information for the three month period ended
March 31, 2011 is 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.

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 three months ended March 31, 2011 and the period from May 10, 2010 (inception) to December 31, 2010, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

 
F-23
 

Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Restated Financial Statements
December 31, 2010
(Information for the three month period ended
March 31, 2011 is unaudited)

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 three months ended March 31, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

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 three months ended March 31, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

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

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

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

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

 
F-24
 

Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Restated Financial Statements
December 31, 2010
(Information for the three month period ended
March 31, 2011 is unaudited)

Recently Issued Accounting Pronouncements
In December 2010, the FASB issued ASU 2010-29, “Business Combinations (Topic 805): Disclosure of supplementary pro forma information for business combinations.” This update changes the disclosure of pro forma information for business combinations. These changes clarify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. Also, the existing supplemental pro forma disclosures were expanded to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. These changes become effective for the Company beginning January 1, 2011. The Company’s adoption of this update did not have an impact on the Company’s financial condition or results of operations.

In December 2010, the FASB issued ASU 2010-28, “Intangible –Goodwill and Other (Topic 350): When to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.” This update requires an entity to perform all steps in the test for a reporting unit whose carrying value is zero or negative if it is more likely than not (more than 50%) that a goodwill impairment exists based on qualitative factors, resulting in the elimination of an entity’s ability to assert that such a reporting unit’s goodwill is not impaired and additional testing is not necessary despite the existence of qualitative factors that indicate otherwise. These changes become effective for the Company beginning January 1, 2011. The adoption of this ASU did not have a material impact on our financial statements.

In April 2010, the FASB issued ASU No. 2010-18 regarding improving comparability by eliminating diversity in practice about the treatment of modifications of loans accounted for within pools under Subtopic 310-30 – Receivable – Loans and Debt Securities Acquired with Deteriorated Credit Quality (“Subtopic 310-30”). Furthermore, the amendments clarify guidance about maintaining the integrity of a pool as the unit of accounting for acquired loans with credit deterioration. Loans accounted for individually under Subtopic 310-30 continue to be subject to the troubled debt restructuring accounting provisions within Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors. The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early adoption is permitted. The adoption of this ASU did not have a material impact on our financial statements.

In April 2010, the FASB issued ASU 2010-13, "Compensation—Stock Compensation (Topic 718) - Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades (A consensus of the FASB Emerging Issues Task Force)" (“ASU 2010-13”). ASU 2010-13 clarifies that a share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, such an award should not be classified as a liability if it otherwise qualifies as equity. This clarification of existing practice is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010, with early application permitted. The Company’s adoption of this update did not have an impact on the Company’s financial condition or results of operations.

In February 2010, the FASB issued ASU No. 2010-09 regarding subsequent events and amendments to certain recognition and disclosure requirements. Under this ASU, a public company that is a SEC filer, as defined, is not required to disclose the date through which subsequent events have been evaluated. This ASU is effective upon the issuance of this ASU. The adoption of this ASU did not have a material impact on our financial statements.

 
F-25
 

Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Restated Financial Statements
December 31, 2010
(Information for the three month period ended
March 31, 2011 is unaudited)

In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers.  Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements.  This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this ASU did not have a material impact on our financial statements.

In June 2009, the Financial Accounting Standards Board (“FASB”) issued the FASB Accounting Standards Codification (the “ASC”). The ASC has become the single source of non-governmental accounting principles generally accepted in the United States (“GAAP”) recognized by the FASB in the preparation of financial statements. The ASC does not supersede the rules or regulations of the Securities and Exchange Commission (“SEC”), therefore, the rules and interpretive releases of the SEC continue to be additional sources of GAAP for the Company. The Company adopted the ASC upon inception on May 10, 2010. The ASC does not change GAAP and did not have an effect on the Company’s financial position, results of operations or cash flows.

In May 2009, the FASB issued ASC 855-10 entitled “Subsequent Events”. Companies are now required to disclose the date through which subsequent events have been evaluated by management. Public entities (as defined) must conduct the evaluation as of the date the financial statements are issued, and provide disclosure that such date was used for this evaluation. ASC 855-10 provides that financial statements are considered “issued” when they are widely distributed for general use and reliance in a form and format that complies with GAAP. ASC 855-10 is effective for interim and annual periods ending after June 15, 2009 and must be applied prospectively. The adoption of ASC 855-10 did not have a significant effect on the Company’s financial statements. In connection with preparing the accompanying financial statements, management evaluated subsequent events through the date that such financial statements were issued (filed with the Securities and Exchange Commission).

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 $13,720 and negative working capital of $58,705 as of March 31, 2011. 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.

 
F-26
 

Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Restated Financial Statements
December 31, 2010
(Information for the three month period ended
March 31, 2011 is unaudited)

Note 3 - Correction of Errors

We have restated our previously issued December 31, 2010 financial statements for previously unrecognized costs related to patent rights and applications contributed by one of the Company’s founding member and director. The accompanying financial statements for the year ended December 31, 2010 have been restated to reflect the corrections in accordance with Accounting Standards Codification topic 250, “Accounting Change and Error Corrections”. The following is a summary of the restatements for December 31, 2010:

Increase of previously unreported intangible assets:
     
- Unrecorded value of capitalized patent rights and applications
  $ 14,817  
 
Increase of previously reported additional paid in capital:
       
- Unrecorded amount of additional paid in capital on contributed capital from related party
  $ 14,817  

The effect on the Company’s previously issued December 31, 2010 financial statements are summarized as follows:

Balance Sheet as of December 31, 2010:

   
Previously
Reported
   
Net
Change
   
Restated
 
ASSETS
                 
Current assets
                 
Cash
  $ 373     $ -     $ 373  
Prepaid expenses
    -               -  
Total current assets
    373       -       373  
                         
Patent rights and applications
    -       14,817       14,817  
                         
    $ 373     $ 14,817     $ 15,190  
                         
LIABILITIES AND
STOCKHOLDERS’ EQUITY
                       
Current liabilities
                       
Accounts payable
  $ -     $ -     $ -  
Accrued interest, related parties
    74       -       74  
Notes payable, related parties
    2,355       -       2,355  
Total current liabilities
    2,429       -       2,429  
                         
Stockholders’ equity (deficit)
                       
Preferred stock
    -       -       -  
Common stock
    100       -       100  
Additional paid-in capital
    -       14,817       14,817  
(Deficit) accumulated during development stage
    (2,156 )     -       (2,156 )
Total stockholders’ equity (deficit)
    (2,056 )     14,817       12,761  
                         
Total liabilities and stockholders’ equity (deficit)
  $ 373     $ 14,817     $ 15,190  

In addition, the statement of cash flows has been restated to present the footnote disclosure of the non-cash related party contribution of $14,817 of patent rights and application costs.

 
F-27
 

Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Restated Financial Statements
December 31, 2010
(Information for the three month period ended
March 31, 2011 is unaudited)

The related party contribution of $14,817 of intangible assets presented as patent rights and application costs on the balance sheet carried through to the previously issued balance sheet and statement of stockholders’ equity as of March 31, 2011 as well, resulting in an increase to assets of $14,817 and an increase to additional paid in capital of $14,817, which resulted in a balance of $87,130, rather than the previously presented balance of $72,313 in additional paid in capital as of March 31, 2011.
Note 4 – Related Party

Notes Payable
On December 31, 2010 the Company received an unsecured loan in the amount of $1,178, bearing interest at 8% and due on demand from the Company’s CEO.

On December 31, 2010 the Company received unsecured loans in the amount of $1,177, bearing interest at 8% and due on demand from the Company’s Chairman of the Board.

On March 31, 2011 the Company received an unsecured loan in the amount of $500, bearing interest at 8% and due on demand from the Company’s CEO.

On March 31, 2011 the Company received an unsecured loan in the amount of $500, bearing interest at 8% and due on demand from the Company’s Chairman of the Board.

Common Stock
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 total fair value of the warrant issuances to the founder based on an independent valuation 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, 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 Chairman of the Board. The total fair value of the warrant issuances to the founder based on an independent valuation 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.

 
F-28
 

Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Restated Financial Statements
December 31, 2010
(Information for the three month period ended
March 31, 2011 is unaudited)

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 shares issued carried a total fair value of $160, or $0.00032 per share.

Note 5 – Patent Rights and Applications

   
March 31, 2011
   
December 31, 2010
 
             
Patent rights and applications
  $ 14,817     $ 14,817  
Less: accumulated amortization
    (-0- )     (-0- )
                 
    $ 14,817     $ 14,817  

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. During the year ended December 31, 2010, the Company performed reviews of the carrying value of its patent rights and applications and, as a result, the Company has not written off any book value of the patent rights and applications for the year ended December 31, 2010.

Note 6 – Notes Payable, Related Parties

On December 31, 2010 the Company received an unsecured loan in the amount of $1,178, bearing interest at 8% and due on demand from the Company’s CEO.

On December 31, 2010 the Company received unsecured loans in the amount of $1,177, bearing interest at 8% and due on demand from the Company’s Chairman of the Board.

On March 31, 2011 the Company received an unsecured loan in the amount of $500, bearing interest at 8% and due on demand from the Company’s CEO.

On March 31, 2011 the Company received an unsecured loan in the amount of $500, bearing interest at 8% and due on demand from the Company’s Chairman of the Board.
Note 7 – Stockholders’ Equity

On May 10, 2010, the founders of the Company established 300,000,000 authorized shares of $0.00001 par value common stock. Additionally, the Company’s founders established 10,000,000 authorized shares of $0.0001 par value preferred stock.

 
F-29
 

Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Restated Financial Statements
December 31, 2010
(Information for the three month period ended
March 31, 2011 is unaudited)

Common Stock

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 total fair value of the 723,200 common stock warrants based on an independent valuation 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.

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 shares issued carried a total fair value of $160, or $0.00032 per share.

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 total fair value of the warrant issuances to the founder based on an independent valuation 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, 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 Chairman of the Board. The total fair value of the warrant issuances to the founder based on an independent valuation 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.

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 total fair value of the warrants based on an independent valuation using the Black-Scholes option-pricing model is $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.

 
F-30
 

Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Restated Financial Statements
December 31, 2010
(Information for the three month period ended
March 31, 2011 is unaudited)

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 total fair value of the warrants based on an independent valuation using the Black-Scholes option-pricing model is $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.

Series A Preferred Stock Warrants Cancelled
No series A preferred stock warrants were cancelled during the three months ended March 31, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

Series A Preferred Stock Warrants Expired
No series A preferred stock warrants were expired during the three months ended March 31, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

Series A Preferred Stock Warrants Exercised
No series A preferred stock warrants were exercised during the three months ended March 31, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

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

     
Shares Underlying
 
Shares Underlying Warrants Outstanding
   
Warrants Exercisable
 
         
Weighted
                 
     
Shares
 
Average
 
Weighted
   
Shares
   
Weighted
 
Range of
   
Underlying
 
Remaining
 
Average
   
Underlying
   
Average
 
Exercise
   
Warrants
 
Contractual
 
Exercise
   
Warrants
   
Exercise
 
Prices
   
Outstanding
 
Life
 
Price
   
Exercisable
   
Price
 
                             
$ 0.001       2,000,000  
9.2 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, 2010.

     
Shares Underlying
 
Shares Underlying Warrants Outstanding
   
Warrants Exercisable
 
         
Weighted
                 
     
Shares
 
Average
 
Weighted
   
Shares
   
Weighted
 
Range of
   
Underlying
 
Remaining
 
Average
   
Underlying
   
Average
 
Exercise
   
Warrants
 
Contractual
 
Exercise
   
Warrants
   
Exercise
 
Prices
   
Outstanding
 
Life
 
Price
   
Exercisable
   
Price
 
                             
$ 0.001       2,000,000  
9.5 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:

 
F-31
 

Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Restated Financial Statements
December 31, 2010
(Information for the three month period ended
March 31, 2011 is unaudited)

   
March 31,
   
December 31,
 
   
2011
   
2010
 
             
Average risk-free interest rates
    3.27 %     3.26 %
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 three months ended March 31, 2011 and the period from May 10, 2010 (inception) to December 31, 2010, 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 three months ended March 31, 2011.

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

         
Weighted
 
         
Average
 
   
Number
   
Exercise
 
   
of Shares
   
Price
 
             
Balance, May 10, 2010 (inception)
    -     $ -  
Options cancelled
    -       -  
Options granted
    2,000,000       0.001  
Options exercised
    -       -  
Balance, December 31, 2010
    2,000,000     $ 0.001  
Options cancelled
    -       -  
Options granted
    -       -  
Options exercised
    -       -  
Balance, March 31, 2011
    2,000,000     $ 0.001  
                 
Exercisable, March 31, 2011
    2,000,000     $ 0.001  

Note 9 – Common Stock Warrants

Common Stock Warrants Granted (2011)

On February 28, 2011 the Company granted warrants to purchase a total of 723,200 shares of common stock at $0.10 per share over a two year period beginning one year from the date the Company begins trading on a public stock exchange, in exchange for total proceeds of $72,320 in conjunction with the sale of 723,200 shares of common stock to a total of eighty five independent investors. The total fair value of the 723,200 common stock warrants based on an independent valuation 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.

 
F-32
 

Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Restated Financial Statements
December 31, 2010
(Information for the three month period ended
March 31, 2011 is unaudited)

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 total fair value of the warrants based on an independent valuation 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 total fair value of the warrants based on an independent valuation 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 total fair value of the warrants based on an independent valuation using the Black-Scholes option-pricing model is $575, or $0.00023 per share, based on a 105% volatility, risk-free interest rate of 3.26% and a 25% discount due to lack of marketability. The intrinsic value of the warrants was $225.

Common Stock Warrants Cancelled
No warrants were cancelled during the three months ended March 31, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

Common Stock Warrants Expired
No warrants expired during the three months ended March 31, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

Common Stock Warrants Exercised
No options were exercised during the three months ended March 31, 2011 and the period from May 10, 2010 (inception) to December 31, 2010.

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

                   
Shares Underlying
 
Shares Underlying Warrants Outstanding  
Warrants Exercisable
 
         
Weighted
                 
     
Shares
 
Average
 
Weighted
   
Shares
   
Weighted
 
 
Range of
 
Underlying
 
Remaining
 
Average
   
Underlying
   
Average
 
 
Exercise
 
Warrants
 
Contractual
 
Exercise
   
Warrants
   
Exercise
 
 
Prices
 
Outstanding
 
Life
 
Price
   
Exercisable
   
Price
 
                             
$
 0.00001 – 0.10
    37,223,200  
9.2 years
  $ 0.00195       36,500,000     $ 0.00001  
 
 
F-33
 
 
Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Restated Financial Statements
December 31, 2010
(Information for the three month period ended
March 31, 2011 is unaudited)

The following is a summary of information about the Common Stock Warrants outstanding at December 31, 2010.

                       
Shares Underlying
 
Shares Underlying Warrants Outstanding  
Warrants Exercisable
 
           
Weighted
                   
     
Shares
   
Average
   
Weighted
   
Shares
   
Weighted
 
 
Range of
 
Underlying
   
Remaining
   
Average
   
Underlying
   
Average
 
 
Exercise
 
Warrants
   
Contractual
   
Exercise
   
Warrants
   
Exercise
 
 
Prices
 
Outstanding
   
Life
   
Price
   
Exercisable
   
Price
 
                                 
$ 
0.00001
    36,500,000    
9.5 years
    $ 0.00001       36,500,000     $ 0.00001  

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:

   
March 31,
   
December 31,
 
   
2011
   
2010
 
             
Average risk-free interest rates
    3.27 %     3.26 %
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 three months ended March 31, 2011 and the period from May 10, 2010 (inception) to December 31, 2010, 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 three months ended March 31, 2011.

The following is a summary of activity of outstanding common stock warrants:
 
         
Weighted
 
         
Average
 
   
Number
   
Exercise
 
   
of Shares
   
Price
 
             
Balance, May 10, 2010 (inception)
    -     $ -  
Options cancelled
    -       -  
Options granted
    36,500,000       0.00001  
Options exercised
    -       -  
Balance, December 31, 2010
    36,500,000     $ 0.00001  
Options cancelled
    -       -  
Options granted
    723,200       0.10  
Options exercised
    -       -  
Balance, March 31, 2011
    37,223,200     $ 0.00195  
                 
Exercisable, March 31, 2011
    36,500,000     $ 0.00001  

 
F-34
 

Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Restated Financial Statements
December 31, 2010
(Information for the three month period ended
March 31, 2011 is 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 three months ended March 31, 2011 and the period from May 10, 2010 (inception) to December 31, 2010, 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 March 31, 2011 and December 31, 2010, the Company had approximately $13,720 and $2,156 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:

   
March 31,
   
December 31,
 
   
2011
   
2010
 
Deferred tax assets:
           
Net operating loss carry forwards
  $ 4,800     $ 755  
                 
Net deferred tax assets before valuation allowance
    4,800       755  
Less: Valuation allowance
    (4,800 )     (755 )
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 March 31, 2011 and December 31, 2010, 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:

   
March 31,
   
December 31,
 
   
2011
   
2010
 
             
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.

 
F-35
 

Premier Biomedical, Inc.
(A Development Stage Company)
Notes to Restated Financial Statements
December 31, 2010
(Information for the three month period ended
March 31, 2011 is unaudited)

Note 11 – Subsequent Events

On April 19, 2011, the Company sold a total of 106,000 shares of common stock at $0.25 per share amongst three individual investors in exchange for total proceeds of $26,500.

On June 3, 2011, the Company sold a total of 122,000 shares of common stock at $0.25 per share amongst fifteen individual investors in exchange for total proceeds of $30,500.

 
F-36
 
 
PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

We will pay all expenses in connection with the registration and sale of the common stock by the selling stockholders, who may be deemed to be an underwriter in connection with their offering of shares.  The estimated expenses of issuance and distribution are set forth below:

Registration Fees
Approximately
  $ 100  
Transfer Agent Fees
Approximately
    500  
Costs of Printing and Engraving
Approximately
    500  
Legal Fees
Approximately
    30,000  
Accounting and Audit Fees
Approximately
    7,500  
Total
    $ 38,600  

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article 9 of our Articles of Incorporation provides that, the personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph 1 of Section 78.037 of the General Corporation Law of the State of Nevada, as the same may be amended and supplemented.  Paragraph 1 of Section 78.037 states that the articles of incorporation of a Nevada corporation may contain any provision, not contrary to the laws of the State of Nevada, for the management of the business and for the conduct of the affairs of the corporation.

Article 10 of our Articles of Incorporation provides that, the corporation shall, to the fullest extent permitted by Section 78.751 of the General Corporation Law of the State of Nevada, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all expenses, liabilities, or other matters referred to in or covered by said section.  Section 78.751 states that the articles of incorporation of a Nevada corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition.  It further states that indemnification does not exclude any other rights that an officer or director may have pursuant to the articles, bylaws, shareholders agreement or otherwise, and that it continues for a person who has ceased to be a director, officer, or employee of the company.

Article V of our Bylaws further addresses indemnification, including procedures for indemnification claims.  Indemnification applies to any person that is made a party to, or threatened to be made a party to, any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she was an officer or director of the company.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

 
II-1
 
RECENT SALES OF UNREGISTERED SECURITIES

 
Common Stock

On June 3, 2011, we issued an aggregate of 122,000 shares of our common stock to fifteen (15) investors, for consideration of $0.25 per share, or $30,500.  The shares are restricted securities in accordance with Rule 144.  The issuances were exempt from registration pursuant to Rule 504 of Regulation D promulgated under the Securities Act of 1933.  The investors had access to the type of information that is normally available in a prospectus, and agreed not to resell or distribute their securities to the public.

On April 19, 2011, we issued an aggregate of 106,000 shares of our common stock to three (3) investors, for consideration of $0.25 per share, or $26,500.  The shares are restricted securities in accordance with Rule 144.  The issuances were exempt from registration pursuant to Rule 504 of Regulation D promulgated under the Securities Act of 1933.  The investors had access to the type of information that is normally available in a prospectus, and agreed not to resell or distribute their securities to the public.

On March 9, 2011, we issued an aggregate of 723,200 shares of our common stock, plus warrants to acquire an additional 723,200 shares of our common stock, to eighty-five (85) investors, for consideration of $0.10 per share, or $72,320.  The shares, and the shares of common stock underlying the exercise of the warrants, are restricted securities in accordance with Rule 144.  The issuances were exempt from registration pursuant to Rule 504 of Regulation D promulgated under the Securities Act of 1933.  The investors had access to the type of information that is normally available in a prospectus, and agreed not to resell or distribute their securities to the public.

On January 20, 2011, we issued 500,000 founders shares of our common stock to Scott Barnes, for services rendered as a director.  The shares are restricted in accordance with Rule 144.  The issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 since the shareholder was a sophisticated investor, had access to the type of information that is normally available in a prospectus, and agreed not to resell or distribute the securities to the public.

On June 21, 2010, we issued an aggregate of 10,000,000 shares of our common stock to our officers and directors, as founders, for consideration of $0.00001 per share.  The shares are restricted in accordance with Rule 144.  The issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 since the shareholders were sophisticated investors, had access to the type of information that is normally available in a prospectus, and agreed not to resell or distribute their securities to the public.

On June 21, 2010, we issued warrants to acquire 2,500,000 shares of our common stock at $0.00001 per share, over a ten year period from the date of issuance , to The Lebrecht Group, APLC, our legal counsel, as an offering cost related to the sale of a total of 10,000,000 founder’s shares of common stock to the Company’s Officers and Directors .  The resulting shares, when exercised, will be restricted in accordance with Rule 144.  The issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 since the shareholder was a sophisticated investor, had access to the type of information that is normally available in a prospectus, and agreed not to resell or distribute the securities to the public.
 
 
II-2
 
Preferred Stock

On June 21, 2010, we issued warrants to acquire 1,000,000 shares of our Series A Convertible Preferred Stock at $0.001 per share, to each of William A. Hartman and Dr. Mitchell S. Felder.  The shares are restricted in accordance with Rule 144.  The issuances were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933 since the shareholders were sophisticated investors, had access to the type of information that is normally available in a prospectus, and agreed not to resell or distribute their securities to the public.

The Preferred Stock is convertible, at the option of the holder, into one share of common stock for each share of Preferred Stock converted.  The holders of our Preferred Stock also have 100 votes per share of Preferred Stock that they hold.  It also contains protective provisions as follows:

The Company may not take any of the following actions without the approval of a majority of the holders of the outstanding Series A Convertible Preferred Stock:  (i) effect a sale of all or substantially all of the Company’s assets or which results in the holders of the Company’s capital stock prior to the transaction owning less than fifty percent (50%) of the voting power of the Company’s capital stock after the transaction, (ii) alter or change the rights, preferences, or privileges of the Series A Convertible Preferred Stock, (iii) increase or decrease the number of authorized shares of Series A Convertible Preferred Stock, (iv) authorize the issuance of securities having a preference over or on par with the Series A Convertible Preferred Stock, or (v) effectuate a forward or reverse stock split or dividend of the Company’s common stock.
 
 
II-3
 

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
       
 
5.1
 
Legal Opinion of The Lebrecht Group, APLC
       
 
10.1 (1)
 
License Agreement dated May 12, 2010 with Altman Enterprises, Inc.
       
 
10.2 (1)
 
License Agreement dated May 12, 2010 with Marv Enterprises, LLC.
       
 
10.3 (1)
 
Preferred Stock Purchase Warrant issued to Mitchell Felder
       
 
10.4 (1)
 
Preferred Stock Purchase Warrant issued to William A. Hartman
       
 
10.5 (1)
 
Common Stock Purchase Warrant issued to Mitchell Felder
       
 
10.6 (1)
 
Common Stock Purchase Warrant issued to William A. Hartman
       
 
10.7 (1)
 
Common Stock Purchase Warrant issued to The Lebrecht Group, APLC
       
 
10.8 (1)
 
Promissory Note issued to William A. Hartman dated December 31, 2010
       
 
10.9 (1)
 
Promissory Note issued to Mitchell Felder dated December 31, 2010
       
 
10.10 (1)
 
Promissory Note issued to William A. Hartman dated March 31, 2011
       
 
10.11 (1)
 
Promissory Note issued to Mitchell Felder dated March 31, 2011
       
 
10.12 (1)
 
Form of Warrant Sold in Private Placement
       
 
10.13
 
First Addendum to License Agreement dated August 17, 2011 with Marv Enterprises, LLC.
       
 
10.14
 
Frist Addendum to License Agreement dated August 17, 2011 with Altman Enterprises, LLC.
       
 
23.1
 
Consent of M&K CPAS, PLLC
       
 
23.2
 
Consent of The Lebrecht Group, APLC (included in Exhibit 5.1)
 
 
II-4
 

Undertakings

A.           Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by our director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

B.           The undersigned registrant hereby undertakes:

 
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 
(a)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 
(b)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of Regulation S-K) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 
(c)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

 
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 
II-5
 
 
 
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)           If the registrant is relying on Rule 430B (§230.430B of this chapter):

(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)         Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)          If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

 
II-6
 

 
(i)           The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
(A)        Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
 
(B)         Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
(C)         The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
 
(D)         Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
 
II-7
 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, in the City of Port Richey, State of Florida.
 
 
Premier Biomedical, Inc.
   
Dated:  October 4, 2011
/s/ William A. Hartman
 
By:
William A. Hartman
 
Its:
Chief Executive Officer
     
Dated:  October 4, 2011
/s/ Heidi H. Carl
 
By:
Heidi H. Carl
 
Its:
Chief Financial Officer, Treasurer and
Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates stated.

Dated:  October 4, 2011
/s/ William A.  Hartman
 
By:
William A. Hartman, President and
   
Director
     
Dated:  October 4, 2011
/s/ Mitchell S. Felder
 
By:
Mitchell S. Felder, Chairman of the Board
     
Dated:  October 4, 2011
/s/ Heidi H. Carl
 
By:
Heidi H. Carl, Secretary and Director
     
Dated:  October 4, 2011
/s/  Ramon D. Foltz
 
By:
Ramon D. Foltz, Director
     
Dated:  October 4, 2011
/s/ Jay Rosen
 
By:
Jay Rosen, Director
     
Dated:  October 4, 2011
/s/ Justin Felder
 
By:
Justin Felder, Director
     
Dated:  October 4, 2011
/s/ Scott Barnes
 
By:
Scott Barnes, Director
 
 
II-8
 
 
YOU MAY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.  WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR SALE OF COMMON STOCK MEANS THAT INFORMATION CONTAINED IN THIS PROSPECTUS IS CORRECT AFTER THE DATE OF THIS PROSPECTUS.  THIS PROSPECTUS IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THESE SHARES OF THE COMMON STOCK IN ANY CIRCUMSTANCES UNDER WHICH THE OFFER OR SOLICITATION IS UNLAWFUL.
 
 
TABLE OF CONTENTS
 
 
Page
   
Prospectus Summary
2
Corporate Information
2
Risk Factors
4
Use of Proceeds
14
Determination of Offering Price
14
Selling Security Holders
15
Plan of Distribution
18
Description of Securities
19
Interests of Experts and Counsel
20
Description of Business
21
Description of Property
37
Legal Proceedings
37
Selected Financial Data
38
Management’s Discussion and Analysis or Plan of Operation
39
Changes in Accountants
50
Directors, Executive Officers
51
Executive Compensation
53
Security Ownership
55
Certain Transactions
57
Available Information
59
Experts
59

Dealer Prospectus Delivery Obligation.  Until ___________________, 2011; all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

1,674,400 SHARES

PREMIER BIOMEDICAL, INC.
 
  PROSPECTUS
 _______________, 2011
 
 
 
 
 
THE LEBRECHT GROUP
 
A PROFESSIONAL LAW CORPORATION

Brian A. Lebrecht, Esq.
Craig V. Butler, Esq. *
Elliott N. Taylor, Esq. **
 
 
Admitted only in California*
 
Admitted only in Utah**

October 4, 2011
 
Premier Biomedical, Inc.
10805 Fallen Leaf Lane
Port Richey, FL  34668

 
Re:
Premier Biomedical, Inc. Registration Statement on Form S-1 for an offering by certain of the Company’s shareholders of up to 1,674,400 shares of common stock

Ladies and Gentlemen:

We have acted as counsel to Premier Biomedical, Inc., a Nevada corporation (the “Company”), in connection with the proposed offering by certain of the Company’s shareholders of up to 1,674,400 shares of the Company’s common stock (the “Securities”) pursuant to the Company's Registration Statement on Form S-1, Amendment No. 2   (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”).

This opinion is being furnished in accordance with the requirements of Item 16 of Form S-1   and Item 601(b)(5)(i) of Regulation S-K.

We have reviewed the Company's charter documents and the corporate proceedings taken by the Company in connection with the offer, issuance and sale of the Securities.  Based on such review, we are of the opinion that the Securities have been duly authorized, legally issued, fully paid and nonassessable.

We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this firm under the caption “Legal Matters” in the prospectus which is part of the Registration Statement.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K.
 
 
IRVINE OFFICE:
 
SALT LAKE CITY OFFICE:
     
9900 RESEARCH DRIVE
 
406 W. SOUTH JORDAN PARKWAY
IRVINE
 
SUITE 160
CALIFORNIA • 92618
 
SOUTH JORDAN
   
UTAH • 84095
(949) 635-1240 • FAX  (949) 635-1244
www.thelebrechtgroup.com
(801) 983-4948 • FAX  (801) 983-4958
 
 
 
 
 
Premier Biomedical, Inc.
October 4, 2011
Page 2
 
This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.  Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Securities.

 
Sincerely,
   
 
/s/ The Lebrecht Group, APLC
   
 
The Lebrecht Group, APLC
 
 
 
 
 
FIRST ADDENDUM TO LICENSE AGREEMENT

This First Addendum to License Agreement (this “Addendum”) is entered into this 17th day of August, 2011, by and between Marv Enterprises, LLC (“Altman”) and Premier Biomedical, Inc. (“Premier”).  Each of Marv and Premier shall be referred to as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties are parties to that certain License Agreement dated effective as of May 12, 2010 (the “Original Agreement”), pursuant to which Marv licensed certain intellectual property to Premier;

WHEREAS, pursuant to Section 6.6 of the Original Agreement, Marv has the option of terminating the Original Agreement is Premier’s stock is not “publicly traded on the open market on a financial exchange by October 30, 2011 and/or does not continue to be publicly traded on the open market on a financial exchange as of October 30, 2011.”;

WHEREAS, the Parties desire to modify Section 6.6 of the Original Agreement in accordance with the terms and conditions set forth in this Addendum.

NOW, THEREFORE, for good and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant, promise and agree as follows:

AGREEMENT

1.           Section 6.6 of the Original Agreement is restated in its entirety as follows:
 
“ 6.6  Public Company.  Owner has the option of terminating this Agreement if Licensee’s stock is not publically traded on an over the counter market or on a regional or national exchange by July 1, 2012 and/or does not continue to be publicly traded on an over the counter market or on a regional or national exchange as of July 1, 2012.  This termination option shall survive for so long as this condition persists.”  
 
2.           Except as specifically amended herein, all other terms and conditions of the Original Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the day and year first above written.

“Marv”
 
“Premier”
     
Marv Enterprises, LLC
 
Premier Biomedical, Inc.
     
/s/ Mitchell S. Felder
 
/s/  William A. Hartman
By:
Mitchell S. Felder, M.D.
 
By:
William A. Hartman
Its:
Member
  
Its:
President

 
 
 
 
FIRST ADDENDUM TO LICENSE AGREEMENT

This First Addendum to License Agreement (this “Addendum”) is entered into this 17th day of August, 2011, by and between Altman Enterprises, LLC (“Altman”) and Premier Biomedical, Inc. (“Premier”).  Each of Altman and Premier shall be referred to as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties are parties to that certain License Agreement dated effective as of May 12, 2010 (the “Original Agreement”), pursuant to which Altman licensed certain intellectual property to Premier;

WHEREAS, pursuant to Section 6.6 of the Original Agreement, Altman has the option of terminating the Original Agreement is Premier’s stock is not “publicly traded on the open market on a financial exchange by October 30, 2011 and/or does not continue to be publicly traded on the open market on a financial exchange as of October 30, 2011.”;

WHEREAS, the Parties desire to modify Section 6.6 of the Original Agreement in accordance with the terms and conditions set forth in this Addendum.

NOW, THEREFORE, for good and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties covenant, promise and agree as follows:

AGREEMENT

1.           Section 6.6 of the Original Agreement is restated in its entirety as follows:
 
“ 6.6  Public Company.  Owner has the option of terminating this Agreement if Licensee’s stock is not publically traded on an over the counter market or on a regional or national exchange by July 1, 2012 and/or does not continue to be publicly traded on an over the counter market or on a regional or national exchange as of July 1, 2012.  This termination option shall survive for so long as this condition persists.”  
 
2.           Except as specifically amended herein, all other terms and conditions of the Original Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the day and year first above written.

“Altman”
 
“Premier”
     
Altman Enterprises, LLC
 
Premier Biomedical, Inc.
     
/s/ Mitchell S. Felder
 
William A. Hartman
By:
Mitchell S. Felder, M.D.
 
By:
William A. Hartman
Its:
Member
 
Its:
President

 
 
 
Exhibit 23.1
 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
Premier Biomedical, Inc.
 
We consent to the use of our report dated June 13, 2011, except for Note 3, as to which the date is October 2, 2011, with respect to the financial statements of Premier Biomedical, Inc. as of December 31, 2010, and the related statements of operations, stockholders' equity and cash flows for the period from inception on May 10, 2010, through December 31, 2010, and to the reference to our firm under the caption “Experts”, included in Amendment No. 2 to the Registration Statement on Form S-1/A filed by Premier Biomedical, Inc. on October 4, 2011.
 
/s/ M&K CPAS, PLLC

Houston, Texas

October 4, 2011