Premier Graphene (BIEI) 10-Q 14 Aug 15 2015 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Aug. 12, 2015
Document And Entity Information
Entity Registrant Name	PREMIER BIOMEDICAL INC
Entity Central Index Key	1,515,740
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		22,541,753
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,015

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current assets:
Cash	$ 26,492	$ 102,599
Prepaid Expenses	8,333	9,450
Loan origination costs	4,318	3,473
Total current assets	39,143	115,522
Property and equipment, net	4,350	5,109
Total assets	43,493	120,631
Current liabilities:
Accounts Payable	237,892	147,491
Accounts payable, related parties	40,594	25,299
Accrued interest	8,896	721
Convertible notes payable, net of discounts of $52,723 and $71,621 at June 30, 2015 and December 31, 2014, respectively	133,064	14,879
Total current liabilities	420,446	188,390
Total liabilities	$ 420,446	$ 188,390
Commitments and contingencies
Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding
Common stock, $0.00001 par value, 300,000,000 shares authorized, 22,138,706 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively
Additional paid in capital	$ 10,022,447	$ 8,127,649
Accumulated deficit	(10,399,621)	(8,195,626)
Total stockholders' equity (deficit)	(376,953)	(67,759)
Total liabilities and stockholders' equity (deficit)	$ 43,493	$ 120,631

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Current liabilities:
Convertible notes payable, net of discounts	$ 52,723	$ 71,621
Stockholders' equity (deficit):
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	10,000,000	10,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, authorized shares	300,000,000	300,000,000
Common stock, issued shares	22,138,706	22,138,706
Common stock, outstanding shares	22,138,706	22,138,706

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Condensed Statements Of Operations
Revenue
Operating expenses:
Research and development	$ 56,871	$ 52,220	$ 173,673	$ 54,962
General and administrative	25,498	40,297	48,798	88,114
Professional fees	804,614	117,312	1,890,946	344,604
Total operating expenses	886,983	209,829	2,113,417	487,680
Net operating loss	(886,983)	$ (209,829)	(2,113,417)	(487,680)
Other expense:
Interest expense	(49,577)		(90,578)	(29,455)
Total other expenses	(49,577)		(90,578)	(29,455)
Net loss	$ (936,560)	$ (209,829)	$ (2,203,995)	$ (517,135)
Weighted average number of common shares outstanding - basic and fully diluted	21,819,917	20,300,039	21,788,719	19,639,502
Net loss per share - basic and fully diluted	$ (0.04)	$ (0.01)	$ (0.10)	$ (0.03)

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss)	$ (2,203,995)	$ (517,135)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	759	$ 466
Amortization of loan origination costs	$ 4,905
Imputed interest on non-interest bearing related party debts		$ 134
Amortization of debt discount	$ 77,498
Stock based compensation, related parties	1,523,103
Stock based compensation	291,635	$ 229,651
Decrease (increase) in assets:
Prepaid expenses	1,117	(26,243)
Increase (decrease) in liabilities:
Accounts payable	90,401	(79,581)
Accounts payable, related parties	15,295	(22,622)
Accrued interest	8,175	(3,298)
Net cash used in operating activities	(191,107)	$ (418,628)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable	$ 115,000
Repayments on notes payable, related parties		$ (109,000)
Proceeds from the sale of common stock		711,250
Net cash provided by financing activities	$ 115,000	602,250
NET CHANGE IN CASH	(76,107)	183,622
CASH AT BEGINNING OF PERIOD	102,599	15,800
CASH AT END OF PERIOD	$ 26,492	199,422
SUPPLEMENTAL INFORMATION:
Interest paid		$ 32,619
Income taxes paid
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Discount on beneficial conversion feature on convertible note	$ 52,563
Value of shares issued for conversion of debt	$ 27,500

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
Note 1 - Basis of Presentation and Significant Accounting Policies	Basis of Presentation The accompanying unaudited, condensed financial statements of Premier Biomedical, Inc. (“the Company”) have been prepared pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and footnote disclosures normally included in audited financial statements. However, 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. It is suggested that these statements be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. JOBS Act We are an “emerging growth company” as defined in the recently-enacted JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not “emerging growth companies.” As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain reporting and disclosure requirements, which may make our future public filings different than that of other public companies. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We will remain an “emerging growth company” until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement, (iii) the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which we are deemed a “large accelerated filer” as defined under the federal securities laws. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company maintains cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Patent Rights and Applications Patent rights and applications costs include the acquisition costs and costs incurred for the filing of patents. Patent rights and applications are amortized on a straight-line basis over the legal life of the patent rights beginning at the time the patents are approved. Patent costs for unsuccessful patent applications are expensed when the application is terminated. Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments. Basic and Diluted Loss Per Share The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Stock-Based Compensation Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company’s stock based compensation consisted of the following during the six months ended June 30, 2015 and 2014, respectively: June 30, June 30, 2015 2014 Common stock issued for services $ - $ 179,900 Warrants issued for services 291,635 49,751 Warrants issued for services, related parties 1,523,103 - Total stock based compensation $ 1,814,738 $ 229,651 Revenue Recognition Sales on fixed price contracts are recorded when services are earned, the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue from sales in which payment has been received, but the earnings process has not occurred. Sales have not yet commenced. Advertising and Promotion All costs associated with advertising and promoting products are expensed as incurred. These expenses were $18,763 and $68,055 for the six months ended June 30, 2015 and 2014, respectively. Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations. Uncertain Tax Positions In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions. Recent Accounting Pronouncements In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest–Imputation of Interest (Subtopic 835-30) In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers No other new accounting pronouncements, issued or effective during the six months ended June 30, 2015, have had or are expected to have a significant impact on the Company’s financial statements.

Going Concern

Going Concern	6 Months Ended
	Jun. 30, 2015
Notes to 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 $10,399,621, and had negative working capital of ($381,303) at June 30, 2015. These factors raise substantial doubt about the Company’s ability to continue as a going concern. 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.

Related Parties

Related Parties	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
Note 3 - Related Parties	Accounts Payable The Company owed $25,512 and $11,069 as of June 30, 2015 and December 31, 2014, respectively, to entities owned by the Chairman of the Board of Directors. The amounts are related to patent costs paid by the Chairman on behalf of the Company. The Company owed $1,164 and $465 as of June 30, 2015 and December 31, 2014, respectively, to the Company’s CEO for reimbursable expenses. The Company owed $13,765 and $13,765 as of June 30, 2015 and December 31, 2014, respectively, to one of the Company’s Board of Directors for reimbursable expenses. The Company owed $153 and $-0- as of June 30, 2015 and December 31, 2014, respectively, to another one of the Company’s Board of Directors for reimbursable expenses. Warrants A total of $1,523,103 and $-0- of previously issued warrants were amortized and expensed to professional fees as stock-based compensation during the six months ending June 30, 2015 and 2014, respectively.

Patent Rights and Applications

Patent Rights and Applications	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
Note 4 - Patent Rights and Applications	The Company amortizes its patent rights and applications on a straight line basis over the expected useful technological or economic life of the patents, which is typically 17 years from the legal approval of the patent applications. As of January 1, 2013, the Company has elected to expense all of their patent rights and application costs due to difficulties associated with having to prove the value of their future economic benefits. All patent applications are currently pending and the Company has no patents that have yet been approved. It is the Company’s policy that it performs reviews of the carrying value of its patent rights and applications on an annual basis. On March 4, 2015, we entered into a Patent License Agreement (“PLA”) with the University of Texas at El Paso (“UTEP”) regarding our joint research and development of CTLA-4 Blockade with Metronomic Chemotherapy for the Treatment of Breast Cancer. This is the first PLA with UTEP following our Collaborative Agreement with them dated May 9, 2012, and memorializes the joint ownership of the applicable patent and the financial and other terms related thereto. On June 19, 2015, we entered into Amendment No. 1 to this Agreement, pursuant to which we explicitly included Provisional Patent Application No. 62/161,116 entitled, “Anti-CTLA-4 Blockade” (the “Application”) under the definition of “Patent Rights” as set forth in the PLA. The Application was filed with the United States Patent and Trademarks Office on May 13, 2015; the underlying technology was invented by Robert Kirken and Georgialina Rodriguez, and is solely-owned by The Board of Regents of The University of Texas System.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
Note 5 - Fair Value of Financial Instruments	Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value. The Company has certain financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows: Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs). Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of June 30, 2015 and December 31, 2014, respectively: Fair Value Measurements at June 30, 2015 Level 1 Level 2 Level 3 Assets Cash $ 26,492 $ - $ - Total assets 26,492 - - Liabilities Convertible note payable, net of discounts - 133,064 - Total liabilities - 133,064 - $ 26,492 $ (133,064 ) $ - Fair Value Measurements at December 31, 2014 Level 1 Level 2 Level 3 Assets Cash $ 102,599 $ - $ - Total assets 102,599 - - Liabilities Convertible note payable, net of discounts - 14,879 - Total liabilities - 14,879 - $ 102,599 $ (14,879 ) $ - The fair values of our related party debts are deemed to approximate book value, and are considered Level 2 inputs as defined by ASC Topic 820-10-35. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended June 30, 2015 or the year ended December 31, 2014.

Convertible Note Payable

Convertible Note Payable	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
Note 6 - Convertible Note Payable	Convertible notes payable consist of the following at June 30, 2015 and December 31, 2014, respectively: June 30, December 31, 2015 2014 On February 24, 2015, we entered into a Securities Purchase Agreement with Adar Bays, LLC (“Adar Bays”), pursuant to which we sold to Adar Bays an 8% Convertible Promissory Note in the original principal amount of $44,100.00 (the “First Adar Note”). The Note has a maturity date of February 24, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.001 cents per share or (ii) 70% of the average of the two (2) lowest closing prices of our common stock for the fifteen (15) trading days prior to receipt of a conversion notice from Adar Bays. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The Note can be prepaid by us at a premium as follows: (a) between 1 and 30 days after issuance – 115% of the principal amount; (b) between 31 and 60 days after issuance – 121% of the principal amount; (c) between 61 and 90 days after issuance – 127% of the principal amount; (d) between 91 and 120 days after issuance – 133% of the principal amount; (e) between 121 and 150 days after issuance – 139% of the principal amount; and (f) between 151 and 180 days after issuance – 140% of the principal amount. There is no right to pre-payment after 180 days. The purchase and sale of the Note closed on March 2, 2015, the date that the purchase price was delivered to us. $ 44,100 $ - On January 30, 2015, we entered into a Securities Purchase Agreement with LG Capital Funding, LLC (“LG Capital”), pursuant to which we sold to LG Capital a 8% Convertible Promissory Note in the original principal amount of $82,687.00 (the “ Second LG Note”). The Note has a maturity date of January 29, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.001 cents per share or (ii) 70% of the average of the two (2) lowest closing bid prices of our common stock for the fifteen (15) trading days prior to receipt of a conversion notice from LG Capital. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The Note can be prepaid by us at a premium as follows: (a) between 1 and 30 days after issuance – 115% of the principal amount; (b) between 31 and 60 days after issuance – 121% of the principal amount; (c) between 61 and 90 days after issuance – 126% of the principal amount; (d) between 91 and 120 days after issuance – 132% of the principal amount; (e) between 121 and 150 days after issuance – 138% of the principal amount; and (f) between 151 and 180 days after issuance – 140% of the principal amount. There is no right to pre-payment after 180 days. The purchase and sale of the Note closed on January 30, 2015, the date that the purchase price was delivered to us. 82,687 - On November 25, 2014, the Company received an unsecured loan from Typenex Co-Investment, LLC (“First Typenex Note”) in the amount of $86,500, bearing interest at 10%, maturing on August 25, 2015, in exchange for net proceeds of $75,000 after the deduction of $4,000 of loan origination costs and an original issue discount (“OID”) of $7,500. The Company also issued Typenex warrants to purchase 351,455 shares of common stock at a strike price of $0.18 per share over a five year term from the date of investment. The principal and interest is convertible into shares of common stock at the discretion of the note holder at the lesser of (i) $0.18 per share, or (ii) 70% (the “Conversion Factor”) multiplied by the Market Price (as defined in the Note). If the Market Price of our common stock falls below $0.10 per share after the issuance of the Note, the Conversion Factor will automatically be reduced by 5% for all conversions completed while the Market Price is below $0.10 per share. Notwithstanding the foregoing, so long as no Event of Default has occurred, the Conversion Price shall be not less than $0.0001 (the “Conversion Floor”). For the avoidance of doubt, upon the occurrence of an Event of Default, the Conversion Floor shall not apply to any future Conversions and shall be of no further force or effect. The note can be prepaid upon notice to Typenex any time prior to the first conversion at a premium of 120% of the then outstanding balance of the Note. The note carries a default interest rate of 22% per annum. The note holder elected to convert a total of $12,500 of principal in exchange for 172,812 shares of common stock on June 3, 2015, and $15,000 of principal in exchange for 208,719 shares of common stock on June 25, 2015. 59,000 86,500 Total convertible notes payable 185,787 86,500 Less unamortized debt discounts: Discount on beneficial conversion feature 39,721 32,137 Original issue discount 5,210 6,511 Discount on warrants 7,792 32,973 Convertible notes payable 133,064 14,879 Less: current portion 133,064 14,879 Convertible notes payable, less current portion $ - $ - The Company recognized interest expense for the six months ended June 30, 2015 and 2014, respectively, as follows: June 30, 2015 June 30, 2014 $ 8,175 $ - Interest on related party loans - 29,455 Amortization of loan origination costs 4,905 - Amortization of beneficial conversion feature 44,979 - Amortization of OID 7,338 - Amortization of warrants 25,181 - Total interest expense $ 90,578 $ 29,455 In addition, the Company recognized and measured the embedded beneficial conversion feature present in the convertible debts by allocating a portion of the proceeds equal to the intrinsic value of the feature to additional paid-in-capital. The intrinsic value of the feature was calculated on the commitment date using the effective conversion price of the convertible debt. This intrinsic value is limited to the portion of the proceeds allocated to the convertible debt. The aforementioned accounting treatment resulted in debt discounts equal to $58,600 and $82,500 during the six months ended June 30, 2015 and the year ended December 31, 2014, respectively. The discount, including Original Issue Discounts of $6,037 and $7,500 and Warrant Discounts of $-0- and $37,981 during the six months ended June 30, 2015 and the year ended December 31, 2014, respectively, is amortized on a straight line basis from the dates of issuance until the earlier of the stated redemption date of the debts, as noted above or the actual settlement date. During the six months ended June 30, 2015 and 2014, the Company recorded debt amortization expense in the amount of $77,498 and $-0-, respectively, attributed to the aforementioned debt discounts. The convertible notes, consisting of total original face values of $44,100 from Adar Bays, LLC, $82,687 from LG Capital Funding, LLC, and $86,500 from Typenex Co-Investment, LLC that created the beneficial conversion features carried a default provision that placed a “maximum share amount” on the note holder that can be owned as a result of the conversions to common stock by the note holder of 4.99% of the issued and outstanding shares of the Company. Adar Bays, LLC Convertible Note On February 24, 2015, we entered into a Securities Purchase Agreement with Adar Bays, LLC, pursuant to which we sold to Adar Bays an 8% Convertible Promissory Note (“First Adar Bays Note”) in the original principal amount of $44,100. The First Adar Bays Note has a maturity date of February 24, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.001 cents per share or (ii) 70% of the average of the two (2) lowest closing prices of our common stock for the fifteen (15) trading days prior to receipt of a conversion notice. The shares of common stock issuable upon conversion of the First Adar Bays Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the First Adar Bays Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation. The Company evaluated the First Adar Bays Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, did not constitute a derivative liability. The beneficial conversion feature discount resulting from the conversion price of $0.0473 below the market price on February 24, 2015 of $0.14 provided a value of $20,420, of which $7,049 and $-0- was amortized during the six months ended June 30, 2015 and 2014, respectively. LG Capital Funding, LLC Convertible Note On January 30, 2015, we entered into a Securities Purchase Agreement with LG Capital Funding, LLC, pursuant to which we sold to LG Capital an 8% Convertible Promissory Note (“Second LG Capital Note”) in the original principal amount of $82,687. The Second LG Capital Note has a maturity date of January 29, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.001 cents per share or (ii) 70% of the average of the two (2) lowest closing prices of our common stock for the fifteen (15) trading days prior to receipt of a conversion notice. The shares of common stock issuable upon conversion of the Second LG Capital Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the Second LG Capital Note was exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation. The Company evaluated the Second LG Capital Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, did not constitute a derivative liability. The beneficial conversion feature discount resulting from the conversion price of $0.042 below the market price on January 30, 2015 of $0.14 provided a value of $32,143, of which $13,386 and $-0- was amortized during the six months ended June 30, 2015 and 2014, respectively. Typenex Co-Investment, LLC Convertible Note On November 25, 2014, we entered into a Securities Purchase Agreement with Typenex Co-Investment, LLC, pursuant to which we sold to Typenex a 10% Convertible Promissory Note (“First Typenex Note”) in the original principal amount of $86,500. The First Typenex Note has a maturity date of August 25, 2015, and is convertible into our common stock at the lesser of (i) $0.18 per share, or (ii) 70% (the “Conversion Factor”) multiplied by the Market Price (as defined in the Note). If the Market Price of our common stock falls below $0.10 per share after the issuance of the Note, the Conversion Factor will automatically be reduced by 5% for all conversions completed while the Market Price is below $0.10 per share. Notwithstanding the foregoing, so long as no Event of Default has occurred, the Conversion Price shall be not less than $0.0001 (the “Conversion Floor”). For the avoidance of doubt, upon the occurrence of an Event of Default, the Conversion Floor shall not apply to any future Conversions and shall be of no further force or effect. The shares of common stock issuable upon conversion of the First Typenex Note are restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The issuance of the First Typenex Note is exempt from the registration requirements of the Securities Act of 1933 pursuant to Rule 506 of Regulation D promulgated thereunder. The purchaser was an accredited and sophisticated investor, familiar with our operations, and there was no solicitation. The Company evaluated the First Typenex Note and determined that the shares issuable pursuant to the conversion option were determinate due to the Fixed Conversion Price and, as such, does not constitute a derivative liability. The beneficial conversion feature discount resulting from the conversion price of $0.1019 below the market price on November 25, 2014 of $0.225 provided a value of $37,019, of which $24,544 and $-0- was amortized during the six months ended June 30, 2015 and 2014, respectively.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
Note 7 - Commitments and Contingencies	Collaborative Patent License Agreements On May 9, 2012, the Company entered into a Collaborative Agreement with the University of Texas at El Paso. Pursuant to the terms of the Agreement, the Company will work jointly with the University to develop a series of research and development programs around its sequential-dialysis technology in the areas of Alzheimer's Disease, Traumatic Brain Injury (TBI), Chronic Pain Syndrome, Fibromyalgia, Multiple Sclerosis, Amyotrophic Lateral Sclerosis (ALS or Lou Gehrig's disease), Blood Sepsis, Cancer, Heart Attacks and Strokes. The programs will utilize the facilities at one or more of the University of Texas’ campuses. The Company will pay the University’s actual overhead for the projects, plus a negotiated facility and administration overhead expense, and 10% of all gross revenues associated with the sale, license and/or royalties of all products and treatment procedures directly affiliated with programs. Intellectual property jointly invented and developed as a result of the projects will be owned jointly by the University and the Company. The Agreement has an initial term of five (5) years, and is renewable upon mutual agreement of the parties. On March 4, 2015, we entered into a Patent License Agreement (PLA) with the University of Texas at El Paso (UTEP) regarding our joint research and development of CTLA-4 Blockade with Metronomic Chemotherapy for the Treatment of Breast Cancer. This is the first PLA with UTEP following our Collaborative Agreement with them dated May 9, 2012, and memorializes the joint ownership of the applicable patent and the financial and other terms related thereto. On June 19, 2015, we entered into Amendment No. 1 to this Agreement, pursuant to which we explicitly included Provisional Patent Application No. 62/161,116 entitled, “Anti-CTLA-4 Blockade” (the “Application”) under the definition of “Patent Rights” as set forth in the PLA. The Application was filed with the United States Patent and Trademarks Office on May 13, 2015; the underlying technology was invented by Robert Kirken and Georgialina Rodriguez, and is solely-owned by The Board of Regents of The University of Texas System. Common Stock Commitments On July 3, 2015, we entered into a consulting agreement with FBROCCO ASSESSORIA EMPRES ARIAL LTDA ASSESSORIA EMPRESARIAL LTDA, a Brazilian company ("FBROCCO"), pursuant to which FBROCCO will provide certain consulting services to us, which shall include (i) developing a relationship between us and a Brazilian-based entity that is interested in entering into a joint venture where the purpose is to import, market and sell our products in Brazil and other South American countries; and (ii) facilitating a trip for one of our officers to travel to Brazil and meet with the proposed joint venture partner and various governmental officials who have relationships that would be advantageous to the formation and success of the anticipated joint venture. In addition to a $10,000 payment made in July, we agreed to pay FBROCCO a total of 1,500,000 shares of our common stock if a successful joint venture is formed and generates One Million U.S. Dollars ($1,000,000) in gross revenues by June 23, 2016.

Changes in Stockholders Equity

Changes in Stockholders Equity (Deficit)	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
Note 8 - Changes in Stockholders Equity (Deficit)	Convertible Preferred Stock, Series A The Company has 10,000,000 authorized shares of Preferred Stock, of which 2,000,000 shares of $0.001 par value Series A Convertible Preferred Stock (“Series A Preferred Stock”) have been designated. Each share of Series A Preferred Stock is convertible, at the option of the holder thereof, at any time after the issuance of such share into one (1) fully paid and non-assessable share of Common Stock. Each outstanding share of Series A Preferred Stock is entitled to one hundred (100) votes per share on all matters to which the shareholders of the Corporation are entitled or required to vote. The Company shall reserve and keep available out of its authorized but unissued shares of Common Stock such number of shares sufficient to effect the conversions. No shares of Series A Preferred Stock have been granted to date. No preferred shares were issued during the six months ended June 30, 2015. Common Stock The Company has 300,000,000 authorized shares of $0.00001 par value Common Stock. Common Stock Issuances for Debt Conversions On June 25, 2015, the Company issued 208,719 shares of common stock pursuant to the conversion of $15,000 of principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On June 3, 2015, the Company issued 172,812 shares of common stock pursuant to the conversion of $12,500 of principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Beneficial Conversion Feature On February 24, 2015, the Company entered into a convertible promissory note with Adar Bays, LLC. The beneficial conversion feature discount resulting from the conversion price that was $0.0473 below the market price of $0.14 on the February 24, 2015, origination date resulted in a debt discount value of $20,420 that was recognized as additional paid in capital and was amortized on a straight line basis over the life of the loan. On January 30, 2015, the Company entered into a convertible promissory note with LG Capital Funding, LLC. The beneficial conversion feature discount resulting from the conversion price that was $0.042 below the market price of $0.14 on the January 30, 2015, origination date resulted in a debt discount value of $32,143 that was recognized as additional paid in capital and was amortized on a straight line basis over the life of the loan.

Common Stock Warrants

Common Stock Warrants	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
Note 9 - Common Stock Warrants	Common Stock Warrants Granted On May 30, 2015, the Company granted cashless common stock warrants to an independent contractor to purchase a total of 500,000 shares of common stock at $0.25 per share for advisory services. The warrants are exercisable over seven (7) years from May 30, 2015. The warrants vest in full on December 1, 2015. The initial estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 199% and a call option value of $0.13751, was $68,756. In accordance with Accounting Standards Codification (“ASC”) 505-50, non-employee stock based compensation awards are re-measured at each period. The total fair value of the 500,000 common stock warrants using the Black-Scholes option-pricing model was re-measured at $59,384, or $0.1188 per share as of June 30, 2015, based on a volatility rate of 199%, a risk-free interest rate of 2.07% and an expected term of 7 years. The Company recognized a total of $9,951 and $-0- of professional fee expense during the six months ended June 30, 2015 and 2014, respectively. On March 20, 2015, the Company granted cashless common stock warrants to an independent contractor to purchase a total of 500,000 shares of common stock at $0.20 per share for investor relation services. The warrants are exercisable over five (5) years from March 20, 2015. The warrants vest in accordance with the schedule presented below, whereby the price per share is defined by the closing bid price over three consecutive trading days: · · · · The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 204% and a call option value of $0.1166, was $58,301. The vesting period is indeterminate, therefore, the Company recognized the entire $58,301 of stock based compensation expense during the six months ended June 30, 2015.A total of $1,814,738 and $49,751 of warrants were amortized and expensed to professional fees as stock-based compensation during the six months ending June 30, 2015 and 2014, respectively, including $1,523,103 during the six months ending June 30, 2015 related to warrants previously issued to related parties.

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
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, 2015, and the year ended December 31, 2014, 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, 2015, and December 31, 2014, the Company had approximately $2,318,500 and $1,930,314 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, 2015 2014 Deferred tax assets: Net operating loss carry forwards $ 811,475 $ 675,610 Net deferred tax assets before valuation allowance $ 811,475 $ 675,610 Less: Valuation allowance (811,475 ) (675,610 ) Net deferred tax assets $ - $ - Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at June 30, 2015, and December 31, 2014, 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, 2015 2014 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

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2015
Notes to Financial Statements
Note 11 - Subsequent Events	Debt Financing, Related Parties On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from the Company’s CEO. On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from the Company’s Chairman of the Board. On July 6, 2015, the Company received an unsecured loan in the amount of $10,000, due on demand, bearing interest at a simple interest rate of 8%, from one of the Company’s Directors. Common Stock Issuances for Debt Conversions On August 4, 2015, the Company issued 292,181 shares of common stock pursuant to the conversion of $3,687 of principal and $147.88 of interest on the First LG Capital Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. On July 23, 2015, the Company issued 260,866 shares of common stock pursuant to the conversion of $13,000 of principal on the First Typenex Note. The note was converted in accordance with the conversion terms; therefore no gain or loss has been recognized. Common Stock Cancellations On August 12, 2015, the Company cancelled and returned to treasury a total of 150,000 shares of common stock previously issued to a consultant for services provided. Warrant Grants On July 25, 2015, the Company granted cashless common stock warrants to an independent contractor to purchase a total of 500,000 shares of common stock at $0.10 per share for advisory services. The warrants are exercisable over seven (7) years from July 25, 2015. The warrants vest in full on December 1, 2015. The initial estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 204% and a call option value of $0.0497, was $24,872.

Basis of Presentation and Sig17

Basis of Presentation and Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2015
Basis Of Presentation And Significant Accounting Policies Policies
Basis of Presentation	The accompanying unaudited, condensed financial statements of Premier Biomedical, Inc. (“the Company”) have been prepared pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”) and, therefore, do not include all information and footnote disclosures normally included in audited financial statements. However, 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. It is suggested that these statements be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.
JOBS Act	We are an “emerging growth company” as defined in the recently-enacted JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting and disclosure requirements that are applicable to public companies that are not “emerging growth companies.” As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain reporting and disclosure requirements, which may make our future public filings different than that of other public companies. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain new accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We will remain an “emerging growth company” until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1 billion or more, (ii) the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an effective registration statement, (iii) the date on which we have, during the previous 3-year period, issued more than $1 billion in non-convertible debt or (iv) the date on which we are deemed a “large accelerated filer” as defined under the federal securities laws.
Use of Estimates	The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	The Company maintains cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
Patent rights and applications	Patent rights and applications costs include the acquisition costs and costs incurred for the filing of patents. Patent rights and applications are amortized on a straight-line basis over the legal life of the patent rights beginning at the time the patents are approved. Patent costs for unsuccessful patent applications are expensed when the application is terminated.
Fair Value of Financial Instruments	Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short term nature of the instruments.
Basic and Diluted Loss Per Share	The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the periods presented, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.
Stock-Based Compensation	Under FASB ASC 718-10-30-2, all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The Company’s stock based compensation consisted of the following during the six months ended June 30, 2015 and 2014, respectively: June 30, June 30, 2015 2014 Common stock issued for services $ - $ 179,900 Warrants issued for services 291,635 49,751 Warrants issued for services, related parties 1,523,103 - Total stock based compensation $ 1,814,738 $ 229,651
Revenue Recognition	Sales on fixed price contracts are recorded when services are earned, the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue from sales in which payment has been received, but the earnings process has not occurred. Sales have not yet commenced.
Advertising and Promotion	All costs associated with advertising and promoting products are expensed as incurred. These expenses were $18,763 and $68,055 for the six months ended June 30, 2015 and 2014, respectively.
Income Taxes	Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for significant deferred tax assets when it is more likely than not, that such asset will not be recovered through future operations.
Uncertain Tax Positions	In accordance with ASC 740, “Income Taxes” (“ASC 740”), the Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be capable of withstanding examination by the taxing authorities based on the technical merits of the position. These standards prescribe a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. These standards also provide guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Various taxing authorities periodically audit the Company’s income tax returns. These audits include questions regarding the Company’s tax filing positions, including the timing and amount of deductions and the allocation of income to various tax jurisdictions. In evaluating the exposures connected with these various tax filing positions, including state and local taxes, the Company records allowances for probable exposures. A number of years may elapse before a particular matter, for which an allowance has been established, is audited and fully resolved. The Company has not yet undergone an examination by any taxing authorities. The assessment of the Company’s tax position relies on the judgment of management to estimate the exposures associated with the Company’s various filing positions.
Recent Accounting Pronouncements	In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-03, Interest–Imputation of Interest (Subtopic 835-30) In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers No other new accounting pronouncements, issued or effective during the six months ended June 30, 2015, have had or are expected to have a significant impact on the Company’s financial statements.

Basis of Presentation and Sig18

Basis of Presentation and Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2015
Basis Of Presentation And Significant Accounting Policies Tables
Stock-Based Compensation	The Company’s stock based compensation consisted of the following during the six months ended June 30, 2015 and 2014, respectively: June 30, June 30, 2015 2014 Common stock issued for services $ - $ 179,900 Warrants issued for services 291,635 49,751 Warrants issued for services, related parties 1,523,103 - Total stock based compensation $ 1,814,738 $ 229,651

Fair Value of Financial Instr19

Fair Value of Financial Instruments (Tables)	6 Months Ended
	Jun. 30, 2015
Fair Value Of Financial Instruments Tables
Fair Value of Financial Instruments	The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balance sheets as of June 30, 2015 and December 31, 2014, respectively: Fair Value Measurements at June 30, 2015 Level 1 Level 2 Level 3 Assets Cash $ 26,492 $ - $ - Total assets 26,492 - - Liabilities Convertible note payable, net of discounts - 133,064 - Total liabilities - 133,064 - $ 26,492 $ (133,064 ) $ - Fair Value Measurements at December 31, 2014 Level 1 Level 2 Level 3 Assets Cash $ 102,599 $ - $ - Total assets 102,599 - - Liabilities Convertible note payable, net of discounts - 14,879 - Total liabilities - 14,879 - $ 102,599 $ (14,879 ) $ -

Convertible Note Payable (Table

Convertible Note Payable (Tables)	6 Months Ended
	Jun. 30, 2015
Convertible Note Payable Tables
Summary of convertible note payable	Convertible notes payable consist of the following at June 30, 2015 and December 31, 2014, respectively: June 30, December 31, 2015 2014 On February 24, 2015, we entered into a Securities Purchase Agreement with Adar Bays, LLC (“Adar Bays”), pursuant to which we sold to Adar Bays an 8% Convertible Promissory Note in the original principal amount of $44,100.00 (the “First Adar Note”). The Note has a maturity date of February 24, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.001 cents per share or (ii) 70% of the average of the two (2) lowest closing prices of our common stock for the fifteen (15) trading days prior to receipt of a conversion notice from Adar Bays. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The Note can be prepaid by us at a premium as follows: (a) between 1 and 30 days after issuance – 115% of the principal amount; (b) between 31 and 60 days after issuance – 121% of the principal amount; (c) between 61 and 90 days after issuance – 127% of the principal amount; (d) between 91 and 120 days after issuance – 133% of the principal amount; (e) between 121 and 150 days after issuance – 139% of the principal amount; and (f) between 151 and 180 days after issuance – 140% of the principal amount. There is no right to pre-payment after 180 days. The purchase and sale of the Note closed on March 2, 2015, the date that the purchase price was delivered to us. $ 44,100 $ - On January 30, 2015, we entered into a Securities Purchase Agreement with LG Capital Funding, LLC (“LG Capital”), pursuant to which we sold to LG Capital a 8% Convertible Promissory Note in the original principal amount of $82,687.00 (the “ Second LG Note”). The Note has a maturity date of January 29, 2016, and is convertible after 180 days into our common stock at the higher of (i) $0.001 cents per share or (ii) 70% of the average of the two (2) lowest closing bid prices of our common stock for the fifteen (15) trading days prior to receipt of a conversion notice from LG Capital. The shares of common stock issuable upon conversion of the Note will be restricted securities as defined in Rule 144 promulgated under the Securities Act of 1933. The Note can be prepaid by us at a premium as follows: (a) between 1 and 30 days after issuance – 115% of the principal amount; (b) between 31 and 60 days after issuance – 121% of the principal amount; (c) between 61 and 90 days after issuance – 126% of the principal amount; (d) between 91 and 120 days after issuance – 132% of the principal amount; (e) between 121 and 150 days after issuance – 138% of the principal amount; and (f) between 151 and 180 days after issuance – 140% of the principal amount. There is no right to pre-payment after 180 days. The purchase and sale of the Note closed on January 30, 2015, the date that the purchase price was delivered to us. 82,687 - On November 25, 2014, the Company received an unsecured loan from Typenex Co-Investment, LLC (“First Typenex Note”) in the amount of $86,500, bearing interest at 10%, maturing on August 25, 2015, in exchange for net proceeds of $75,000 after the deduction of $4,000 of loan origination costs and an original issue discount (“OID”) of $7,500. The Company also issued Typenex warrants to purchase 351,455 shares of common stock at a strike price of $0.18 per share over a five year term from the date of investment. The principal and interest is convertible into shares of common stock at the discretion of the note holder at the lesser of (i) $0.18 per share, or (ii) 70% (the “Conversion Factor”) multiplied by the Market Price (as defined in the Note). If the Market Price of our common stock falls below $0.10 per share after the issuance of the Note, the Conversion Factor will automatically be reduced by 5% for all conversions completed while the Market Price is below $0.10 per share. Notwithstanding the foregoing, so long as no Event of Default has occurred, the Conversion Price shall be not less than $0.0001 (the “Conversion Floor”). For the avoidance of doubt, upon the occurrence of an Event of Default, the Conversion Floor shall not apply to any future Conversions and shall be of no further force or effect. The note can be prepaid upon notice to Typenex any time prior to the first conversion at a premium of 120% of the then outstanding balance of the Note. The note carries a default interest rate of 22% per annum. The note holder elected to convert a total of $12,500 of principal in exchange for 172,812 shares of common stock on June 3, 2015, and $15,000 of principal in exchange for 208,719 shares of common stock on June 25, 2015. 59,000 86,500 Total convertible notes payable 185,787 86,500 Less unamortized debt discounts: Discount on beneficial conversion feature 39,721 32,137 Original issue discount 5,210 6,511 Discount on warrants 7,792 32,973 Convertible notes payable 133,064 14,879 Less: current portion 133,064 14,879 Convertible notes payable, less current portion $ - $ -
Interest expense related to the convertible debts	The Company recognized interest expense for the six months ended June 30, 2015 and 2014, respectively, as follows: June 30, 2015 June 30, 2014 $ 8,175 $ - Interest on related party loans - 29,455 Amortization of loan origination costs 4,905 - Amortization of beneficial conversion feature 44,979 - Amortization of OID 7,338 - Amortization of warrants 25,181 - Total interest expense $ 90,578 $ 29,455

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended
	Jun. 30, 2015
Income Taxes Tables
Deferred tax asset	The components of the Company’s deferred tax asset are as follows: June 30, December 31, 2015 2014 Deferred tax assets: Net operating loss carry forwards $ 811,475 $ 675,610 Net deferred tax assets before valuation allowance $ 811,475 $ 675,610 Less: Valuation allowance (811,475 ) (675,610 ) Net deferred tax assets $ - $ -
Reconciliation between the amounts of income tax	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, 2015 2014 Federal and state statutory rate 35 % 35 % Change in valuation allowance on deferred tax assets (35 %) (35 %)

Basis of Presentation and Sig22

Basis of Presentation and Significant Accounting Policies (Details) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Basis Of Presentation And Significant Accounting Policies Details
Common stock issued for services		$ 179,900
Warrants issued for services	$ 291,635	$ 49,751
Warrants issued for services, related parties	1,523,103
Total stock based compensation	$ 1,814,738	$ 229,651

Basis of Presentation and Sig23

Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Basis Of Presentation And Significant Accounting Policies Details Narrative
Advertising and promotion expenses	$ 18,763	$ 68,055

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Going Concern Details Narrative
Accumulated deficit	$ (10,399,621)	$ (8,195,626)
Working capital deficit	$ (381,303)

Related Parties (Details Narrat

Related Parties (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Related Parties Details Narrative
Amount owed to entities owned by the Chairman of the Board of Directors	$ 25,512		$ 11,069
Amount owed to CEO	1,164		465
Amount owed to Boards of Director One	13,765		$ 13,765
Amount owed to Boards of Director Two	153
Stock based compensation, related parties	$ 1,523,103

Fair Value of Financial Instr26

Fair Value of Financial Instruments (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014
Assets
Cash	$ 26,492	$ 102,599	$ 199,422
Liabilities
Convertible note payable, net of discounts	133,064	14,879
Fair Value, Measurements, Recurring [Member] | Level 1 [Member]
Assets
Cash	26,492	102,599
Total assets	$ 26,492	$ 102,599
Liabilities
Convertible note payable, net of discounts
Total liabilities
Net assets and liabilities	$ 26,492	$ 102,599
Fair Value, Measurements, Recurring [Member] | Level 2 [Member]
Assets
Cash
Total assets
Liabilities
Convertible note payable, net of discounts	$ 133,064	$ 14,879
Total liabilities	133,064	14,879
Net assets and liabilities	$ (133,064)	$ (14,879)
Fair Value, Measurements, Recurring [Member] | Level 3 [Member]
Assets
Cash
Total assets
Liabilities
Convertible note payable, net of discounts
Total liabilities
Net assets and liabilities

Convertible Note Payable (Detai

Convertible Note Payable (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Total convertible note payable	$ 185,787	$ 86,500
Less unamortized debt discounts:
Discount on beneficial conversion feature	39,721	32,137
Original issue discount	5,210	6,511
Discount on warrants	7,792	32,973
Convertible note payable	133,064	14,879
Less: current portion	$ 133,064	$ 14,879
Convertible note payable, less current portion
On February 24, 2015 [Member]
Total convertible note payable	$ 44,100
On January 30, 2015 [Member]
Total convertible note payable	82,687
On November 25, 2014 Unsecured loan [Member]
Total convertible note payable	$ 59,000	$ 86,500

Convertible Note Payable (Det28

Convertible Note Payable (Details 1) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Convertible Note Payable Details 1
Interest on convertible notes			$ 8,175
Interest on related party loans				$ 29,455
Amortization of loan origination costs			$ 4,905
Amortization of beneficial conversion feature			44,979
Amortization of OID			7,338
Amortization of warrants			25,181
Total interest expense	$ 49,577		$ 90,578	$ 29,455

Convertible Note Payable (Det29

Convertible Note Payable (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Accounting treatment resulted in debt discounts	$ 58,600		$ 82,500
Original Issue Discounts	$ 6,037		7,500
Warrant Discounts			$ 37,981
Debt amortization expense	$ 77,498
Typenex Co-Investment, LLC Convertible Note [Member]
Debt amortization expense	24,544	$ 0
LG Capital Funding, LLC Convertible Note [Member]
Debt amortization expense	13,386	0
Adar Bays, LLC Convertible Note [Member]
Debt amortization expense	$ 7,049	$ 0

Changes in Stockholders Equit30

Changes in Stockholders Equity (Deficit) (Details Narrative) - $ / shares	Jun. 30, 2015	Dec. 31, 2014
Changes In Stockholders Equity Deficit Details Narrative
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	10,000,000	10,000,000
Series A Convertible Preferred Stock designated	2,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, authorized shares	300,000,000	300,000,000

Common Stock Warrants (Details

Common Stock Warrants (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Professional fee	$ 804,614	$ 117,312	$ 1,890,946	$ 344,604
Stock based compensation expense			291,635	$ 229,651
Stock based compensation, related parties			1,523,103
Common Stock Warrants [Member] | May 30, 2015 [Member]
Professional fee			9,951
Total fair value of common stock warrants			500,000
Fair value of common stock warrants re-measured			$ 59,384
Fair value of common stock warrants re-measured, per share			$ 0.1188
Volatility rate			199.00%
Risk-free interest rate			2.07%
Expected term			7 years
Common Stock Warrants [Member] | March 20, 2015 [Member]
Fair value of common stock warrants re-measured, per share			$ 0.1166
Volatility rate			204.00%
Stock based compensation expense			$ 58,301
Stock based compensation, related parties			1,523,103
Warrants amortized and expensed to professional fees as stock-based compensation			$ 1,814,738	$ 49,751

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Jun. 30, 2015	Dec. 31, 2014
Deferred tax assets:
Net operating loss carry forwards	$ 811,475	$ 675,610
Net deferred tax assets before valuation allowance	811,475	675,610
Less: Valuation allowance	$ (811,475)	$ (675,610)
Net deferred tax assets

Income Taxes (Details 1)

Income Taxes (Details 1)	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Income Taxes Details 1
Federal and state statutory rate	35.00%	35.00%
Change in valuation allowance on deferred tax assets	(35.00%)	(35.00%)

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Income Taxes Details Narrative
Federal net operating losses	$ 2,318,500	$ 1,930,314
Federal net operating losses expire	2,031