Premier Graphene (BIEI) 10-Q 14 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 12, 2019
Document And Entity Information
Entity Registrant Name	PREMIER BIOMEDICAL INC
Entity Central Index Key	0001515740
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity's Reporting Status Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		186,961,480
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2019

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current assets:
Cash	$ 117,209	$ 86,827
Accounts receivable	3,387	3,092
Inventory	20,516	25,985
Other current assets	36,470	43,883
Total current assets	177,582	159,787
Property and equipment, net	7,918	5,203
Total assets	185,500	164,990
Current liabilities:
Accounts payable	192,543	264,398
Accounts payable, related parties	31,081	25,944
Accrued interest	49,148	22,099
Convertible notes payable, net of discounts of $278,228 and $-0- at September 30, 2019 and December 31, 2018, respectively, including $139,614 currently in default	192,286	309,637
Derivative liabilities	1,838,652	1,690,304
Total current liabilities	2,303,710	2,312,382
Total liabilities	2,303,710	2,312,382
Commitments and contingencies
Stockholders' equity (deficit):
Common stock, $0.00001 par value, 1,000,000,000 shares authorized, 49,216,810 and 5,652,410 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively	492	57
Additional paid in capital	14,947,033	14,572,754
Subscriptions payable, consisting of 276,960 shares at December 31, 2018	0	5,345
Accumulated deficit	(17,067,869)	(16,727,698)
Total stockholders' equity (deficit)	(2,118,210)	(2,147,392)
Total liabilities and stockholders' equity (deficit)	185,500	164,990
Series A Convertible Preferred Stock
Stockholders' equity (deficit):
Preferred stock	2,000	2,000
Series B Convertible Preferred Stock
Stockholders' equity (deficit):
Preferred stock	$ 134	$ 150

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Current liabilities:
Convertible notes payable, net of discounts	$ 278,228	$ 0
Stockholders' equity (deficit):
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	10,000,000	10,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, authorized shares	1,000,000,000	1,000,000,000
Common stock, issued shares	49,216,810	5,652,410
Common stock, outstanding shares	49,216,810	5,652,410
Subscriptions payable, shares	0	276,960
Series A Convertible Preferred Stock
Stockholders' equity (deficit):
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	2,000,000	2,000,000
Preferred stock, issued shares	2,000,000	2,000,000
Preferred stock, outstanding shares	2,000,000	2,000,000
Series B Convertible Preferred Stock
Stockholders' equity (deficit):
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	1,000,000	1,000,000
Preferred stock, issued shares	133,780	150,000
Preferred stock, outstanding shares	133,780	150,000

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Statement of Comprehensive Income [Abstract]
Revenue	$ 3,465	$ 8,225	$ 12,975	$ 30,709
Cost of goods sold	1,653	4,373	5,470	20,577
Gross profit	1,812	3,852	7,505	10,132
Operating expenses:
General and administrative	36,757	62,572	138,589	139,881
Professional fees	29,609	22,613	88,604	100,953
Total operating expenses	66,366	85,185	227,193	240,834
Net operating loss	(64,554)	(81,333)	(219,688)	(230,702)
Other income (expense):
Interest expense	(56,002)	(184,624)	(101,793)	(322,323)
Change in derivative liabilities	(61,078)	(97,578)	(18,690)	655,808
Total other income (expense)	(117,080)	(282,202)	(120,483)	333,485
Net income (loss)	$ (181,634)	$ (363,535)	$ (340,171)	$ 102,783
Weighted average number of common shares outstanding - basic	26,817,415	3,306,069	14,837,666	3,058,442
Weighted average number of common shares outstanding - fully diluted	26,817,415	3,306,069	14,837,666	3,070,392
Net income (loss) per share - basic	$ (0.01)	$ (0.11)	$ (0.02)	$ 0.03
Net income (loss) per share - fully diluted	$ (0.01)	$ (0.11)	$ (0.02)	$ 0.03

STATEMENT OF STOCKHOLDERS' EQUI

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Series A Convertible Preferred Stock	Series B Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Subscriptions Payable	Accumulated Deficit	Total
Beginning balance, shares at Dec. 31, 2017	2,000,000	0	2,551,363
Beginning balance, amount at Dec. 31, 2017	$ 2,000	$ 0	$ 26	$ 13,442,255	$ 273,805	$ (16,328,812)	$ (2,610,726)
Common stock issued on subscriptions payable, shares			254,703
Common stock issued on subscriptions payable, amount			$ 2	273,803	(273,805)		0
Common stock issued on debt conversions, shares			183,161
Common stock issued on debt conversions, amount			$ 2	64,998			65,000
Adjustments to derivative liability due to debt conversions				52,270			52,270
Net income (loss)						566,324	566,324
Ending balance, shares at Mar. 31, 2018	2,000,000	0	2,989,307
Ending balance, amount at Mar. 31, 2018	$ 2,000	$ 0	$ 30	13,833,326	0	(15,762,488)	(1,927,132)
Beginning balance, shares at Dec. 31, 2017	2,000,000	0	2,551,363
Beginning balance, amount at Dec. 31, 2017	$ 2,000	$ 0	$ 26	13,442,255	273,805	(16,328,812)	(2,610,726)
Common stock issued on debt conversions, amount							135,520
Adjustments to derivative liability due to debt conversions							128,671
Net income (loss)							102,783
Ending balance, shares at Sep. 30, 2018	2,000,000	0	3,773,849
Ending balance, amount at Sep. 30, 2018	$ 2,000	$ 0	$ 38	13,967,739	12,500	(16,226,029)	(2,243,752)
Beginning balance, shares at Mar. 31, 2018	2,000,000	0	2,989,307
Beginning balance, amount at Mar. 31, 2018	$ 2,000	$ 0	$ 30	13,833,326	0	(15,762,488)	(1,927,132)
Net income (loss)						(100,006)	(100,006)
Ending balance, shares at Jun. 30, 2018	2,000,000	0	2,989,307
Ending balance, amount at Jun. 30, 2018	$ 2,000	$ 0	$ 30	13,833,326	0	(15,862,494)	(2,027,138)
Common stock issued on debt conversions, shares			784,542
Common stock issued on debt conversions, amount			$ 8	58,012	12,500		70,520
Adjustments to derivative liability due to debt conversions				76,401			76,401
Net income (loss)						(363,535)	(363,535)
Ending balance, shares at Sep. 30, 2018	2,000,000	0	3,773,849
Ending balance, amount at Sep. 30, 2018	$ 2,000	$ 0	$ 38	13,967,739	12,500	(16,226,029)	(2,243,752)
Common stock issued on subscriptions payable, shares			172,176
Common stock issued on subscriptions payable, amount			$ 2	12,498	(12,500)		0
Series B convertible preferred stock sold for cash, shares		150,000
Series B convertible preferred stock sold for cash, amount		$ 150		149,850			150,000
Common stock issued on debt conversions, shares			1,694,385
Common stock issued on debt conversions, amount			$ 17	74,737	5,345		80,099
Exercise of warrants, related parties, shares			12
Exercise of warrants, related parties, amount				30			30
Warrants issued for services, related parties				272,585			272,585
Warrants issued for services				24,359			24,359
Adjustments to derivative liability due to debt conversions				70,956			70,956
Net income (loss)						(501,669)	(501,669)
Ending balance, shares at Dec. 31, 2018	2,000,000	150,000	5,652,410
Ending balance, amount at Dec. 31, 2018	$ 2,000	$ 150	$ 57	14,572,754	5,345	(16,727,698)	(2,147,392)
Common stock issued on subscriptions payable, shares			276,960
Common stock issued on subscriptions payable, amount			$ 3	5,342	(5,345)		0
Common stock issued on debt conversions, shares			2,578,585
Common stock issued on debt conversions, amount			$ 25	50,765	6,500		57,290
Adjustments to derivative liability due to debt conversions				48,807			48,807
Net income (loss)						68,511	68,511
Ending balance, shares at Mar. 31, 2019	2,000,000	150,000	8,507,955
Ending balance, amount at Mar. 31, 2019	$ 2,000	$ 150	$ 85	14,677,668	6,500	(16,659,187)	(1,972,784)
Beginning balance, shares at Dec. 31, 2018	2,000,000	150,000	5,652,410
Beginning balance, amount at Dec. 31, 2018	$ 2,000	$ 150	$ 57	14,572,754	5,345	(16,727,698)	(2,147,392)
Common stock issued on debt conversions, amount							191,127
Adjustments to derivative liability due to debt conversions							178,226
Net income (loss)							(340,171)
Ending balance, shares at Sep. 30, 2019	2,000,000	133,780	49,216,810
Ending balance, amount at Sep. 30, 2019	$ 2,000	$ 134	$ 492	14,947,033	0	(17,067,869)	(2,118,210)
Beginning balance, shares at Mar. 31, 2019	2,000,000	150,000	8,507,955
Beginning balance, amount at Mar. 31, 2019	$ 2,000	$ 150	$ 85	14,677,668	6,500	(16,659,187)	(1,972,784)
Common stock issued on debt conversions, shares			5,024,475
Common stock issued on debt conversions, amount			$ 50	42,658	(6,500)		36,208
Adjustments to derivative liability due to debt conversions				20,475			20,475
Net income (loss)						(227,048)	(227,048)
Ending balance, shares at Jun. 30, 2019	2,000,000	150,000	13,532,430
Ending balance, amount at Jun. 30, 2019	$ 2,000	$ 150	$ 135	14,740,801	0	(16,886,235)	(2,143,149)
Preferred stock issued on conversions, shares		(16,220)	4,689,556
Preferred stock issued on conversions, amount		$ (16)	$ 47	(31)			0
Common stock issued on debt conversions, shares			30,994,824
Common stock issued on debt conversions, amount			$ 310	97,319			97,629
Adjustments to derivative liability due to debt conversions				108,944			108,944
Net income (loss)						(181,634)	(181,634)
Ending balance, shares at Sep. 30, 2019	2,000,000	133,780	49,216,810
Ending balance, amount at Sep. 30, 2019	$ 2,000	$ 134	$ 492	$ 14,947,033	$ 0	$ (17,067,869)	$ (2,118,210)

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (340,171)	$ 102,783
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation	2,135	1,749
Change in fair market value of derivative liabilities	18,690	(655,808)
Amortization of debt discounts	59,556	306,442
Decrease (increase) in assets:
Accounts receivable	(295)	(1,654)
Inventory	5,469	(34,392)
Other current assets	7,413	(3,242)
Increase (decrease) in liabilities:
Accounts payable	(71,855)	(39,787)
Accounts payable, related parties	5,137	(10,443)
Accrued interest	40,753	15,881
Net cash used in operating activities	(273,168)	(318,471)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment	(4,850)	(2,029)
Net cash used in investing activities	(4,850)	(2,029)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of convertible notes payable	308,400	300,000
Net cash provided by financing activities	308,400	300,000
NET CHANGE IN CASH	30,382	(20,500)
CASH AT BEGINNING OF PERIOD	86,827	83,704
CASH AT END OF PERIOD	117,209	63,204
SUPPLEMENTAL INFORMATION:
Interest paid	1,484	0
Income taxes paid	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Value of preferred stock converted to common stock	44,913	0
Value of debt discounts	304,311	300,000
Value of derivative adjustment due to debt conversions	178,226	128,671
Value of shares issued for conversion of debt	$ 191,127	$ 135,520

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	Basis of Presentation The accompanying unaudited, condensed consolidated 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, 2018. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Patent Rights and Applications Patent rights and applications costs include the acquisition costs and costs incurred for the filing of patents. Patent rights and applications are amortized on a straight-line basis over the legal life of the patent rights beginning at the time the patents are approved. Patent costs for unsuccessful patent applications are expensed when the application is terminated. Fair Value of Financial Instruments Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. Basic and Diluted Loss Per Share Basic earnings per share (“EPS”) are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options, warrants and restricted stock. The number of potential common shares outstanding relating to stock options, warrants and restricted stock is computed using the treasury stock method. The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the nine months ended September 30, 2019 and 2018 are as follows: For the Nine Months Ended September 30, 2019 2018 Weighted average common shares outstanding – basic 14,837,666 3,058,442 Plus: Potentially dilutive common shares: Warrants - 11,950 Weighted average common shares outstanding – diluted 14,837,666 3,070,392 For the nine months ended September 30, 2019, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Warrants excluded from the calculation of diluted EPS because their effect was anti-dilutive were 3,898,000 and 245,760 as of September 30, 2019 and 2018, respectively. 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 had no stock-based compensation issuances during the nine months ended September 30, 2019 and 2018. Revenue Recognition On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January 1, 2018 are presented under Topic 606. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on January 1, 2018. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Sales are recorded when the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured, which is typically when products are shipped. 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 been completed. Sales commenced on July 5, 2017 with the termination of our joint venture. Advertising and Promotion All costs associated with advertising and promoting products are expensed as incurred. These expenses were $35,696 and $50,127 for the nine months ended September 30, 2019 and 2018, 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 August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the years ended December 31, 2018 and 2017. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) No other new accounting pronouncements, issued or effective during the nine months ended September 30, 2019, have had or are expected to have a significant impact on the Company’s financial statements.

Going Concern

Going Concern	9 Months Ended
	Sep. 30, 2019
Going Concern
Going Concern	As shown in the accompanying financial statements, the Company has minimal revenues, incurred net losses from operations resulting in an accumulated deficit of $17,067,869, and had negative working capital of ($2,126,128) at September 30, 2019. 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	9 Months Ended
	Sep. 30, 2019
Related Party Transactions [Abstract]
Related Parties	Accounts Payable The Company owed $30,006 and $24,116 as of September 30, 2019 and December 31, 2018, respectively, to entities owned by the Chairman of the Board of Directors. The amounts are related to patent costs and reimbursable expenses paid by the Chairman on behalf of the Company. The Company owed $753 as of December 31, 2018 to the Company’s CEO for reimbursable expenses. The Company owed $1,075 as of September 30, 2019 and December 31, 2018 amongst members of the Company’s Board of Directors for reimbursable expenses.

Fair Value of Financial Instrum

Fair Value of Financial Instruments	9 Months Ended
	Sep. 30, 2019
Fair Value Disclosures [Abstract]
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 September 30, 2019 and December 31, 2018, respectively: Fair Value Measurements at September 30, 2019 Level 1 Level 2 Level 3 Assets Cash $ 117,209 $ - $ - Total assets 117,209 - - Liabilities Convertible notes payable, net of discounts - 192,286 - Derivative liabilities - - 1,838,652 Total liabilities - 192,286 1,838,652 $ 117,209 $ (192,286 ) $ (1,838,652 ) Fair Value Measurements at December 31, 2018 Level 1 Level 2 Level 3 Assets Cash $ 86,827 $ - $ - Total assets 86,827 - - Liabilities Convertible notes payable, net of discounts - 309,637 - Derivative liabilities - - 1,690,304 Total liabilities - 309,637 1,690,304 $ 86,827 $ (309,637 ) $ (1,690,304 ) The fair values of our related party debts are deemed to approximate book value, and are considered Level 2 inputs as defined by ASC Topic 820-10-35. There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended September 30, 2019 or the year ended December 31, 2018.

Patent Rights and Applications

Patent Rights and Applications	9 Months Ended
	Sep. 30, 2019
Finite-Lived Intangible Assets, Net [Abstract]
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 when there are probable future economic benefits associated with the patent. 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.

Convertible Notes Payable

Convertible Notes Payable	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Convertible Notes Payable	Convertible notes payable consists of the following at September 30, 2019 and December 31, 2018, respectively: September 30, December 31, 2019 2018 On September 12, 2019, the Company received net proceeds of $22,000, carrying a $25,750 face value, in exchange for a 12% interest bearing; unsecured convertible promissory note maturing on September 12, 2020 (“Third Crown Bridge Partners Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $500 from the conversion amount in each conversion to cover the holder’s deposit fees. $ 25,750 $ - On August 15, 2019, the Company received net proceeds of $40,000, carrying a $43,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on August 15, 2020 (“Fifth Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. 43,000 - On August 2, 2019, the Company received net proceeds of $35,000, carrying a $38,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on August 2, 2020 (“Fourth Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. 38,000 - On July 2, 2019, the Company received net proceeds of $31,400, carrying a $36,050 face value, in exchange for a 12% interest bearing; unsecured convertible promissory note maturing on June 27, 2020 (“Second Crown Bridge Partners Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $500 from the conversion amount in each conversion to cover the holder’s deposit fees. 36,050 - On June 7, 2019, the Company received net proceeds of $35,000, carrying a $38,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on June 7, 2020 (“Third Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. 38,000 - On April 23, 2019, the Company received net proceeds of $35,000, carrying a $38,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on April 23, 2020 (“Second Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. 38,000 - On March 27, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC to sell convertible notes with a face value of $154,500, with net proceeds of $141,000 after the deduction of an original issue discount of $13,500 on a 12% interest bearing; unsecured convertible promissory note with the first twelve months of interest of each tranche guaranteed. The maturity date for each tranche funded shall be twelve (12) months from the effective date of each payment. The note is payable in tranches with the first tranche, which was received on April 17, 2019, carrying a $51,500 face value, with net proceeds of $47,000 after a $4,500 original issue discounts (“First Crown Bridge Partners Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $500 from the conversion amount in each conversion to cover the holder’s deposit fees. 51,500 - On March 26, 2019, the Company received proceeds of $68,000 in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on March 26, 2020 (“First Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. A total of $7,400 of principal was converted into 1,947,368 shares of common stock on September 30, 2019. 60,600 - On July 11, 2018, the Company received proceeds of $120,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on October 31, 2018 (“Third Red Diamond Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $59,959 of principal was converted into 11,641,667 shares of common stock over various dates between July 27, 2018 and September 26, 2019. Currently in default. 60,041 94,080 On July 11, 2018, the Company received proceeds of $60,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on October 31, 2018 (“Third SEG-RedaShex Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. Currently in default. 60,000 60,000 On April 24, 2018, the Company received proceeds of $30,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on July 31, 2018 (“Second Red Diamond Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $32,553, consisting of $30,000 of principal and $2,553 of interest, was converted into 11,110,400 shares of common stock over various dates between August 8, 2019 and September 3, 2019. - 30,000 On April 24, 2018, the Company received proceeds of $30,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on July 31, 2018 (“Second SEG-RedaShex Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $12,636 of principal was converted into 3,510,000 shares of common stock over various dates between September 10, 2019 and September 17, 2019.Currently in default. 17,364 30,000 On March 1, 2018, the Company received proceeds of $30,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on May 31, 2018 (“First SEG-RedaShex Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $30,000 of principal was converted into an aggregate of 4,262,416 shares of common stock at various dates between January 2, 2019 and August 15, 2019. - 30,000 On October 30, 2017, the Company received proceeds of $50,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on January 31, 2018 (“Second Diamond Rock Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A $15,000 loss was recognized during the fourth quarter of 2018 due to the enactment of default provision. A total of $76,150, consisting of $65,000 of principal and $11,150 of interest, was converted into 5,169,160 shares of common stock over various dates between December 12, 2018 and June 7, 2019. - 55,057 On August 8, 2017, the Company entered into an exchange agreement with Diamond Rock, LLC whereby they exchanged (i) the 13,333,334 Series A Warrants purchased in the First Closing, (ii) the 13,333,334 Series B Warrants purchased in the First Closing, and (iii) the 10,101,011 shares of common stock purchased in the Second Closing (the “Exchange Securities”) for a $50,000 convertible note (“First Diamond Rock Note”) issued by the Company, bearing interest at 8% interest and maturing on November 30, 2017. The notes are convertible at 50% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A $10,500 loss was recognized during the fourth quarter of 2018 due to the enactment of default provision. A total of $15,000 of principal was converted into an aggregate of 31,250 shares of common stock at various dates between November 6, 2017 and November 13, 2017, and another $35,000 of principal was converted into an aggregate of 751,550 shares of common stock at various dates between October 12, 2018 and November 30, 2018, along with $52,581 of principal that was converted into an aggregate of 4,099,700 shares of common stock at various dates between January 11, 2019 and June 27, 2019. Currently in default. 2,209 10,500 Total convertible notes payable 470,514 309,637 Less unamortized derivative discounts: 278,228 - Convertible notes payable 192,286 309,637 Less: current portion 192,286 309,637 Convertible notes payable, less current portion $ - $ - In accordance with ASC 470-20 Debt with Conversion and Other Options, the Company recorded total discounts of $334,211 and $300,000; including $29,900 and $-0- of loan origination discounts, for the variable conversion features of the convertible debts incurred during the nine months ended September 30, 2019 and the year ended December 31, 2018, respectively. The discounts are being amortized to interest expense over the term of the debentures using the effective interest method. The Company recorded $59,556 and $306,442 of interest expense pursuant to the amortization of note discounts during the nine months ended September 30, 2019 and 2018, respectively. All of the convertible debentures carry default provisions that place a “maximum share amount” on the note holders. The maximum share amount that can be owned as a result of the conversions to common stock by the note holders is 4.99% of the Company’s issued and outstanding shares. In accordance with ASC 815-15, the Company determined that the variable conversion feature and shares to be issued on the Redwood Notes represented embedded derivative features, and these are shown as derivative liabilities on the balance sheet. The Company calculated the fair value of the compound embedded derivatives associated with the convertible debentures utilizing a lattice model. The Company recognized interest expense for the nine months ended September 30, 2019 and 2018, respectively, as follows: September 30, September 30, 2019 2018 Interest on convertible notes $ 40,753 $ 15,881 Amortization of debt discounts 59,556 306,442 Interest on credit cards 1,484 - Total interest expense $ 101,793 $ 322,323

Derivative Liabilities

Derivative Liabilities	9 Months Ended
	Sep. 30, 2019
Derivative Liability [Abstract]
Derivative Liabilities	As discussed in Note 6 under Convertible Notes Payable, the Company issued debts that consist of the issuance of convertible notes with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted and all additional convertible debentures and warrants are included in the value of the derivative. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion option and warrants and shares to be issued were recorded as derivative liabilities on the issuance date. The fair values of the Company’s derivative liabilities were estimated at the issuance date and are revalued at each subsequent reporting date, using a lattice model. The Company recognized current derivative liabilities of $1,838,652 and $1,690,304 at September 30, 2019 and December 31, 2018, respectively. The change in fair value of the derivative liabilities resulted in a loss of $18,690 and a gain of $655,808 for the nine months ended September 30, 2019 and 2018, respectively, which has been reported within other income in the statements of operations. The loss of $18,690 for the nine months ended September 30, 2019 consisted of a gain of $26,267 due to the value attributable to the warrants and a loss in market value of $44,957 on the convertible notes. The gain of $655,808 for the nine months ended September 30, 2018 consisted of a gain of $743,751 due to the value attributable to the warrants and a net loss in market value of $87,943 on the convertible notes. The following is a summary of changes in the fair market value of the derivative liability during the nine months ended September 30, 2019 and the year ended December 31, 2018, respectively: Derivative Liability Total Balance, December 31, 2017 $ 2,255,781 Increase in derivative value due to issuances of convertible promissory notes 336,643 Change in fair market value of derivative liabilities due to the mark to market adjustment (702,493 ) Debt conversions (199,627 ) Balance, December 31, 2018 $ 1,690,304 Increase in derivative value due to issuances of convertible promissory notes 307,884 Change in fair market value of derivative liabilities due to the mark to market adjustment 18,690 Debt conversions (178,226 ) Balance, September 30, 2019 $ 1,838,652 Key inputs and assumptions used to value the convertible debentures and warrants issued during the nine months ended September 30, 2019: ● Stock price ranging from $0.0285 to $0.0066 during these periods would fluctuate with projected volatility . ● The notes convert with variable conversion prices and fixed conversion prices (tainted notes). ● An event of default would occur -0-% of the time, increasing 2% per month to a maximum of 10%. ● The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company in the range of 246.5% - 452.3%. ● The Company would redeem the notes -0-% of the time, increasing 1% per month to a maximum of 5%. ● All notes are assumed to be extended at maturity – the time required to convert out this volume of stock. ● A change of control and fundamental transaction would occur initially -0-% of the time and increase monthly by -0-% to a maximum of -0-%. ● The monthly trading volume would average $336,476 to $357,240 and would increase at 1% per month. ● The stock price would fluctuate with the Company projected volatility using a random sampling (500,000 iterations for each valuation) from a normal distribution. The stock price of the underlying instrument is modelled such that it follows a geometric Brownian motion with constant drift and volatility. ● The Holder would exercise the warrants after one trading day as they become exercisable (at issuance) at target prices of 3 to 5 times the projected reset price or higher. ● Reset events were projected to occur by 9/30/19 – the option expires 3/31/20. ● The stock price would fluctuate with an annual volatility. The projected annual volatility curve for each valuation period was based on the historical annual volatility of the company and the term remaining in the range 369.2% - 369.2%. ● The Holder would exercise the warrant at maturity in 2020 if the stock price was above the reset exercise price.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2019
Notes to Financial Statements
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. On October 31, 2017 we entered into an Agreement, Final Payment under Contract, and Release of all Claims, whereby we agreed to pay them a total of $326,336 arising out of the research and development agreements with an initial payment of $22,211, and monthly payments of varying amounts between $5,000 and $20,000 thereafter for twenty eight months until the balance is paid in full. Subject to the compliance of all terms, the intellectual property rights established and arising out of the collaborative agreements remain in full force and effect and the parties agreed to a mutual release upon the final contracted payment. The full amount of the liability has been recognized as accounts payable, with $155,024 outstanding as of the end of this period, which is currently in default.

Changes in Stockholders' Equity

Changes in Stockholders' Equity (Deficit)	9 Months Ended
	Sep. 30, 2019
Stockholders' equity (deficit):
Changes in Stockholders' Equity (Deficit)	Reverse Stock Split On June 27, 2018, the Company effected a 1-for-250 reverse stock split (the “Reverse Stock Split”). No fractional shares were issued, and no cash or other consideration was paid in connection with the Reverse Stock Split. Instead, the Company issued one whole share of the post-Reverse Stock Split common stock to any stockholder who otherwise would have received a fractional share as a result of the Reverse Stock Split. The Company was authorized to issue 1,000,000,000 shares of common stock prior to the Reverse Stock Split, which remains unaffected. The Reverse Stock Split did not have any effect on the stated par value of the common stock, or the Company’s authorized preferred stock. Unless otherwise stated, all share and per share information in this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the Reverse Stock Split. Convertible Preferred Stock 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, and another 1,000,000 shares of $0.001 par value Series B Convertible Preferred Stock (“Series B Preferred Stock”) were designated on November 23, 2018. 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, and agreed to reserve no less than 225 million shares. Convertible Preferred Stock, Series A 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. Convertible Preferred Stock, Series B Each share of Series B Preferred Stock is convertible, at the option of the holder thereof, at any time after the issuance of such share into that number of fully paid and nonassessable shares of our common stock equal to the quotient of the Conversion Principal Amount divided by the lesser of (a) the Fixed Conversion Price established by our Board of Directors on the date of conversion, and (b) the Fair Market Value. The Certificate of Designation defines Fair Market Value as 60% of the lowest Traded Price for the common stock for the previous fifteen (15) trading days prior to the Conversion Date on the market or exchange where our common stock is trading. The Conversion Principal Amount is equal to the Original Issue Price ($1.00) divided by nine-tenths (0.9). The Fixed Conversion Price is the price set by our Board of Directors upon conversion but in no event less than the last Traded Price of our common stock. Traded Price is defined as the price at which our common stock changes hands on the designated exchange or market. Conversion of the Series B Preferred Stock is subject to a Beneficial Ownership Limitation that prohibits the conversion of the Series B Preferred Stock if the conversion would result in beneficial ownership by the holder and its affiliates of more than 4.99% of our outstanding shares of common stock. A holder of Series B Preferred Stock may increase its Beneficial Ownership Limitation up to 9.99% but only after 61 days have passed since the holder gave notice to the Company. The Series B Preferred Stock has no voting rights. The rights of the Series B Preferred Stock survive any reorganization, merger or sale of the Company. The holders of Series B Preferred Stock shall receive noncumulative dividends on an as-converted basis in the same form as any dividends to be paid out on shares of our common stock. Any dividends paid will first be paid to the holders of Series B Preferred Stock prior and in preference to any payment or distribution to holders of common stock. Other than as set forth in the previous sentence, the Certificate of Designation provides that no other dividends shall be paid on Series B Preferred Stock. Dividends on the Series B Preferred Stock are not mandatory or cumulative. There are no sinking fund provisions applicable to the Series B Preferred Stock, and the holders of Series B Preferred Stock have no redemption rights. The Corporation may redeem the Series B Preferred Stock upon 30 days’ prior notice at a price equal to the sum of 133% of the Original Issue Price plus the amount of any unpaid dividends on the shares to be redeemed. As long as any shares of Series B Preferred Stock remain outstanding, the Certificate of Designation provides that without the approval of 75% of the holders of the outstanding Series B Preferred Stock, we may not (i) alter or change the rights, preferences, or privileges of the Series B Convertible Preferred Stock, (ii) increase or decrease the number of authorized shares of Series B Convertible Preferred Stock, or (iii) authorize the issuance of securities having a preference over or on par with the Series B Preferred Stock. Common Stock Issuances for Series B Preferred Stock Conversions On August 8, 2019, the Company issued 925,927 shares of common stock pursuant to the conversion of 2,500 of Series B Convertible Preferred Stock held by RedDiamond Partners. On August 2, 2019, the Company issued 851,853 shares of common stock pursuant to the conversion of 2,300 of Series B Convertible Preferred Stock held by RedDiamond Partners. On July 29, 2019, the Company issued 796,297 shares of common stock pursuant to the conversion of 2,150 of Series B Convertible Preferred Stock held by RedDiamond Partners. On July 23, 2019, the Company issued 741,741 shares of common stock pursuant to the conversion of 2,470 of Series B Convertible Preferred Stock held by RedDiamond Partners. On July 16, 2019, the Company issued 707,071 shares of common stock pursuant to the conversion of 3,500 of Series B Convertible Preferred Stock held by RedDiamond Partners. On July 8, 2019, the Company issued 666,667 shares of common stock pursuant to the conversion of 3,300 of Series B Convertible Preferred Stock held by RedDiamond Partners. Common Stock The Company has one billion authorized shares of $0.00001 par value Common Stock, as increased pursuant to an amendment to the articles of incorporation on February 9, 2016. Common Stock Issuances for Debt Conversions On September 30, 2019, the Company issued 1,947,368 shares of common stock pursuant to the conversion of $7,400 of principal from the First PowerUp Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On September 26, 2019, the Company issued 2,150,000 shares of common stock pursuant to the conversion of $6,450 of principal from the Third RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On September 23, 2019, the Company issued 2,050,000 shares of common stock pursuant to the conversion of $6,150 of principal from the Third RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On September 18, 2019, the Company issued 1,950,000 shares of common stock pursuant to the conversion of $5,850 of principal from the Third RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On September 17, 2019, the Company issued 1,920,000 shares of common stock pursuant to the conversion of $6,912 of principal from the Second SEG-RedaShex Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On September 16, 2019, the Company issued 1,863,000 shares of common stock pursuant to the conversion of $5,589 of principal from the Third RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On September 12, 2019, the Company issued 1,680,000 shares of common stock pursuant to the conversion of $5,040 of principal from the Third RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On September 10, 2019, the Company issued 1,590,000 shares of common stock pursuant to the conversion of $5,724 of principal from the Second SEG-RedaShex Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On September 6, 2019, the Company issued 1,600,000 shares of common stock pursuant to the conversion of $4,960 of principal from the Third RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On September 3, 2019, the Company issued 1,540,000 shares of common stock pursuant to the conversion of $4,774, consisting of $2,221 of principal and $2,553 of interest from the Second RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 28, 2019, the Company issued 1,469,000 shares of common stock pursuant to the conversion of $4,554 of principal from the Second RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 22, 2019, the Company issued 1,360,000 shares of common stock pursuant to the conversion of $4,216 of principal from the Second RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 20, 2019, the Company issued 1,295,000 shares of common stock pursuant to the conversion of $4,533 of principal from the Second RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 19, 2019, the Company issued 1,230,000 shares of common stock pursuant to the conversion of $3,936 of principal from the Second RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 15, 2019, the Company issued 1,124,000 shares of common stock pursuant to the conversion of $2,810 of principal from the Second RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 15, 2019, the Company issued 833,333 shares of common stock pursuant to the conversion of $2,500 of principal from the First SEG-RedaShex Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 14, 2019, the Company issued 1,080,000 shares of common stock pursuant to the conversion of $2,700 of principal from the Second RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 13, 2019, the Company issued 1,030,000 shares of common stock pursuant to the conversion of $2,575 of principal from the Second RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 12, 2019, the Company issued 833,333 shares of common stock pursuant to the conversion of $2,500 of principal from the First SEG-RedaShex Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 12, 2019, the Company issued 982,400 shares of common stock pursuant to the conversion of $2,456 of principal from the Second RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On August 1, 2019, the Company issued 833,333 shares of common stock pursuant to the conversion of $2,500 of principal from the First SEG-RedaShex Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On July 11, 2019, the Company issued 634,057 shares of common stock pursuant to the conversion of $3,500 of principal from the First SEG-RedaShex Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On June 27, 2019, the Company issued 640,000 shares of common stock pursuant to the conversion of $2,944 of principal from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On June 21, 2019, the Company issued 612,500 shares of common stock pursuant to the conversion of $2,817 of principal from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On June 17, 2019, the Company issued 550,000 shares of common stock pursuant to the conversion of $2,530 of principal from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On June 7, 2019, the Company issued 530,000 shares of common stock pursuant to the conversion of $2,703 of interest from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On May 28, 2019, the Company issued 505,000 shares of common stock pursuant to the conversion of $4,596 of interest from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On May 22, 2019, the Company issued 497,512 shares of common stock pursuant to the conversion of $6,000 of principal from the First SEG-RedaShex Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On May 16, 2019, the Company issued 480,000 shares of common stock pursuant to the conversion of $4,992, consisting of $1,141 of principal and $3,851 of interest, from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On May 7, 2019, the Company issued 460,000 shares of common stock pursuant to the conversion of $5,106 of principal from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On April 26, 2019, the Company issued 400,000 shares of common stock pursuant to the conversion of $4,520 of principal from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On March 22, 2019, the Company issued 386,000 shares of common stock pursuant to the conversion of $6,369, consisting of $2,136 of principal and $4,233 of interest, from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On March 6, 2019, the Company issued 370,000 shares of common stock pursuant to the conversion of $5,739 of principal from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On February 26, 2019, the Company issued 349,463 shares of common stock pursuant to the conversion of $6,500 of principal from the First SEG-RedaShex Note. The shares were subsequently issued in May of 2019. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On February 26, 2019, the Company issued 340,000 shares of common stock pursuant to the conversion of $5,273 of principal from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On February 12, 2019, the Company issued 346,200 shares of common stock pursuant to the conversion of $6,924 of principal from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On February 1, 2019, the Company issued 315,000 shares of common stock pursuant to the conversion of $7,875 of principal from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On January 23, 2019, the Company issued 260,000 shares of common stock pursuant to the conversion of $6,513 of principal from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On January 11, 2019, the Company issued 280,000 shares of common stock pursuant to the conversion of $5,597 of principal from the Second Diamond Rock Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On January 2, 2019, the Company issued 281,385 shares of common stock pursuant to the conversion of $6,500 of principal from the First SEG-RedaShex Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. Common Stock Issuances on Subscriptions Payable On January 1, 2019, the Company issued 276,960 shares to DiamondRock, LLC for the conversion of $5,345 of debt on December 31, 2018.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Income Taxes	The Company accounts for income taxes under FASB ASC 740-10, which requires use of the liability method. FASB ASC 740-10-25 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. For the nine months ended September 30, 2019, and the year ended December 31, 2018, the Company incurred a net operating loss and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At September 30, 2019, and December 31, 2018, the Company had approximately $5,540,000 and $5,277,000 of federal net operating losses, respectively. The net operating loss carry forwards, if not utilized, will begin to expire in 2031. The components of the Company’s deferred tax asset are as follows: September 30, December 31, 2019 2018 Deferred tax assets: Net operating loss carry forwards $ 1,163,400 $ 1,108,170 Net deferred tax assets before valuation allowance $ 1,163,400 $ 1,108,170 Less: Valuation allowance (1,163,400 ) (1,108,170 ) Net deferred tax assets $ - $ - Based on the available objective evidence, including the Company’s history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at September 30, 2019, and December 31, 2018, respectively. A reconciliation between the amounts of income tax benefit determined by applying the applicable U.S. and state statutory income tax rate to pre-tax loss is as follows: September 30, December 31, 2019 2018 Federal and state statutory rate 21 % 21 % Change in valuation allowance on deferred tax assets (21 %) (21 %) 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	9 Months Ended
	Sep. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	Convertible Debt Financing On October 3, 2019, the Company received net proceeds of $25,000, carrying a $150,000 face value after a $125,000 commitment fee, pursuant to the first tranche of the securities purchase agreement with Green Coast Capital International SA (“First GCCI Note”) on a 12% interest bearing; unsecured convertible promissory note; maturing on October 3, 2020, with the first twelve (12) months of interest guaranteed. The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $1,000 from the conversion amount in each conversion to cover the holder’s deposit fees. Common Stock Issuances for Debt Conversions On various dates from October 4, 2019 through November 11, 2019, the Company issued a total of 48,950,000 shares of common stock pursuant to the conversion of $46,374 of principal from the Third RedDiamond Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On various dates from October 28, 2019 through November 12, 2019, the Company issued a total of 45,969,063 shares of common stock pursuant to the conversion of $39,900, consisting of $38,000 of principal and $1,900 of interest, from the Second PowerUp Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On various dates from October 2, 2019 through October 21, 2019, the Company issued a total of 27,225,607 shares of common stock pursuant to the conversion of $64,000 of convertible debt, consisting of $60,600 of principal and $3,400 of interest, from the First PowerUp Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized. On various dates from October 18, 2019 through November 5, 2019, the Company issued a total of 15,600,000 shares of common stock pursuant to the conversion of $8,860 of principal and $1,500 of selling of fees, from the First Crown Bridge Note. The note was converted in accordance with the conversion terms; therefore, no gain or loss has been recognized.

Basis of Presentation and Sig_2

Basis of Presentation and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Basis of Presentation	The accompanying unaudited, condensed consolidated 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, 2018.
Use of Estimates	The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents	We maintain cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
Patent Rights and Applications	Patent rights and applications costs include the acquisition costs and costs incurred for the filing of patents. Patent rights and applications are amortized on a straight-line basis over the legal life of the patent rights beginning at the time the patents are approved. Patent costs for unsuccessful patent applications are expensed when the application is terminated.
Fair Value of Financial Instruments	Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, prepaid expenses and accrued expenses reported on the balance sheet are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.
Basic and Diluted Loss Per Share	Basic earnings per share (“EPS”) are computed by dividing net income (the numerator) by the weighted average number of common shares outstanding for the period (the denominator). Diluted EPS is computed by dividing net income by the weighted average number of common shares and potential common shares outstanding (if dilutive) during each period. Potential common shares include stock options, warrants and restricted stock. The number of potential common shares outstanding relating to stock options, warrants and restricted stock is computed using the treasury stock method. The reconciliation of the denominators used to calculate basic EPS and diluted EPS for the nine months ended September 30, 2019 and 2018 are as follows: For the Nine Months Ended September 30, 2019 2018 Weighted average common shares outstanding – basic 14,837,666 3,058,442 Plus: Potentially dilutive common shares: Warrants - 11,950 Weighted average common shares outstanding – diluted 14,837,666 3,070,392 For the nine months ended September 30, 2019, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Warrants excluded from the calculation of diluted EPS because their effect was anti-dilutive were 3,898,000 and 245,760 as of September 30, 2019 and 2018, respectively.
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 had no stock-based compensation issuances during the nine months ended September 30, 2019 and 2018.
Revenue Recognition	On January 1, 2018, we adopted Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification (ASC) Topic 605, Revenue Recognition (Topic 605). Results for reporting periods beginning after January 1, 2018 are presented under Topic 606. The impact of adopting the new revenue standard was not material to our financial statements and there was no adjustment to beginning retained earnings on January 1, 2018. Under Topic 606, revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We determine revenue recognition through the following steps: ● identification of the contract, or contracts, with a customer; ● identification of the performance obligations in the contract; ● determination of the transaction price; ● allocation of the transaction price to the performance obligations in the contract; and ● recognition of revenue when, or as, we satisfy a performance obligation. Sales are recorded when the earnings process is complete or substantially complete, and the revenue is measurable and collectability is reasonably assured, which is typically when products are shipped. 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 been completed. Sales commenced on July 5, 2017 with the termination of our joint venture.
Advertising and Promotion	All costs associated with advertising and promoting products are expensed as incurred. These expenses were $35,696 and $50,127 for the nine months ended September 30, 2019 and 2018, 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 August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In March 2018, the FASB issued ASU No. 2018-05, Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 In February 2018, the FASB issued ASU No. 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income Effective January 1, 2018, the Company adopted ASC 606 — Revenue from Contracts with Customers. Under ASC 606, the Company recognizes revenue from the commercial sales of products, licensing agreements and contracts to perform pilot studies by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. For the comparative periods, revenue has not been adjusted and continues to be reported under ASC 605 — Revenue Recognition. Under ASC 605, revenue is recognized when the following criteria are met: (1) persuasive evidence of an arrangement exists; (2) the performance of service has been rendered to a customer or delivery has occurred; (3) the amount of fee to be paid by a customer is fixed and determinable; and (4) the collectability of the fee is reasonably assured. There was no impact on the Company’s financial statements as a result of adopting Topic 606 for the years ended December 31, 2018 and 2017. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) No other new accounting pronouncements, issued or effective during the nine months ended September 30, 2019, have had or are expected to have a significant impact on the Company’s financial statements.

Basis of Presentation and Sig_3

Basis of Presentation and Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2019
Accounting Policies [Abstract]
Earnings per Share	For the Nine Months Ended September 30, 2019 2018 Weighted average common shares outstanding – basic 14,837,666 3,058,442 Plus: Potentially dilutive common shares: Warrants - 11,950 Weighted average common shares outstanding – diluted 14,837,666 3,070,392

Fair Value of Financial Instr_2

Fair Value of Financial Instruments (Tables)	9 Months Ended
	Sep. 30, 2019
Fair Value Disclosures [Abstract]
Fair value of financial instruments	Fair Value Measurements at September 30, 2019 Level 1 Level 2 Level 3 Assets Cash $ 117,209 $ - $ - Total assets 117,209 - - Liabilities Convertible notes payable, net of discounts - 192,286 - Derivative liabilities - - 1,838,652 Total liabilities - 192,286 1,838,652 $ 117,209 $ (192,286 ) $ (1,838,652 ) Fair Value Measurements at December 31, 2018 Level 1 Level 2 Level 3 Assets Cash $ 86,827 $ - $ - Total assets 86,827 - - Liabilities Convertible notes payable, net of discounts - 309,637 - Derivative liabilities - - 1,690,304 Total liabilities - 309,637 1,690,304 $ 86,827 $ (309,637 ) $ (1,690,304 )

Convertible Notes Payable (Tabl

Convertible Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2019
Debt Disclosure [Abstract]
Summary of convertible note payable	September 30, December 31, 2019 2018 On September 12, 2019, the Company received net proceeds of $22,000, carrying a $25,750 face value, in exchange for a 12% interest bearing; unsecured convertible promissory note maturing on September 12, 2020 (“Third Crown Bridge Partners Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $500 from the conversion amount in each conversion to cover the holder’s deposit fees. $ 25,750 $ - On August 15, 2019, the Company received net proceeds of $40,000, carrying a $43,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on August 15, 2020 (“Fifth Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. 43,000 - On August 2, 2019, the Company received net proceeds of $35,000, carrying a $38,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on August 2, 2020 (“Fourth Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. 38,000 - On July 2, 2019, the Company received net proceeds of $31,400, carrying a $36,050 face value, in exchange for a 12% interest bearing; unsecured convertible promissory note maturing on June 27, 2020 (“Second Crown Bridge Partners Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $500 from the conversion amount in each conversion to cover the holder’s deposit fees. 36,050 - On June 7, 2019, the Company received net proceeds of $35,000, carrying a $38,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on June 7, 2020 (“Third Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. 38,000 - On April 23, 2019, the Company received net proceeds of $35,000, carrying a $38,000 face value, in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on April 23, 2020 (“Second Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. 38,000 - On March 27, 2019, the Company entered into a securities purchase agreement with Crown Bridge Partners, LLC to sell convertible notes with a face value of $154,500, with net proceeds of $141,000 after the deduction of an original issue discount of $13,500 on a 12% interest bearing; unsecured convertible promissory note with the first twelve months of interest of each tranche guaranteed. The maturity date for each tranche funded shall be twelve (12) months from the effective date of each payment. The note is payable in tranches with the first tranche, which was received on April 17, 2019, carrying a $51,500 face value, with net proceeds of $47,000 after a $4,500 original issue discounts (“First Crown Bridge Partners Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. In addition, the holder is entitled to deduct $500 from the conversion amount in each conversion to cover the holder’s deposit fees. 51,500 - On March 26, 2019, the Company received proceeds of $68,000 in exchange for a 10% interest bearing; unsecured convertible promissory note maturing on March 26, 2020 (“First Power Up Lending Note”). The note is convertible 180 days from the date of the note at 61% of the average of the two lowest closing bid prices of the Common Stock in the twenty (20) Trading Days prior to the Conversion Date. A total of $7,400 of principal was converted into 1,947,368 shares of common stock on September 30, 2019. 60,600 - On July 11, 2018, the Company received proceeds of $120,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on October 31, 2018 (“Third Red Diamond Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $59,959 of principal was converted into 11,641,667 shares of common stock over various dates between July 27, 2018 and September 26, 2019. Currently in default. 60,041 94,080 On July 11, 2018, the Company received proceeds of $60,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on October 31, 2018 (“Third SEG-RedaShex Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. Currently in default. 60,000 60,000 On April 24, 2018, the Company received proceeds of $30,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on July 31, 2018 (“Second Red Diamond Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $32,553, consisting of $30,000 of principal and $2,553 of interest, was converted into 11,110,400 shares of common stock over various dates between August 8, 2019 and September 3, 2019. - 30,000 On April 24, 2018, the Company received proceeds of $30,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on July 31, 2018 (“Second SEG-RedaShex Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $12,636 of principal was converted into 3,510,000 shares of common stock over various dates between September 10, 2019 and September 17, 2019.Currently in default. 17,364 30,000 On March 1, 2018, the Company received proceeds of $30,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on May 31, 2018 (“First SEG-RedaShex Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A total of $30,000 of principal was converted into an aggregate of 4,262,416 shares of common stock at various dates between January 2, 2019 and August 15, 2019. - 30,000 On October 30, 2017, the Company received proceeds of $50,000 in exchange for an 8% interest bearing; unsecured convertible promissory note maturing on January 31, 2018 (“Second Diamond Rock Note”). The note is convertible at 60% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A $15,000 loss was recognized during the fourth quarter of 2018 due to the enactment of default provision. A total of $76,150, consisting of $65,000 of principal and $11,150 of interest, was converted into 5,169,160 shares of common stock over various dates between December 12, 2018 and June 7, 2019. - 55,057 On August 8, 2017, the Company entered into an exchange agreement with Diamond Rock, LLC whereby they exchanged (i) the 13,333,334 Series A Warrants purchased in the First Closing, (ii) the 13,333,334 Series B Warrants purchased in the First Closing, and (iii) the 10,101,011 shares of common stock purchased in the Second Closing (the “Exchange Securities”) for a $50,000 convertible note (“First Diamond Rock Note”) issued by the Company, bearing interest at 8% interest and maturing on November 30, 2017. The notes are convertible at 50% of the lowest traded price of the Common Stock in the fifteen (15) Trading Days prior to the Conversion Date. A $10,500 loss was recognized during the fourth quarter of 2018 due to the enactment of default provision. A total of $15,000 of principal was converted into an aggregate of 31,250 shares of common stock at various dates between November 6, 2017 and November 13, 2017, and another $35,000 of principal was converted into an aggregate of 751,550 shares of common stock at various dates between October 12, 2018 and November 30, 2018, along with $52,581 of principal that was converted into an aggregate of 4,099,700 shares of common stock at various dates between January 11, 2019 and June 27, 2019. Currently in default. 2,209 10,500 Total convertible notes payable 470,514 309,637 Less unamortized derivative discounts: 278,228 - Convertible notes payable 192,286 309,637 Less: current portion 192,286 309,637 Convertible notes payable, less current portion $ - $ -
Recognized interest expense	September 30, September 30, 2019 2018 Interest on convertible notes $ 40,753 $ 15,881 Amortization of debt discounts 59,556 306,442 Interest on credit cards 1,484 - Total interest expense $ 101,793 $ 322,323

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	9 Months Ended
	Sep. 30, 2019
Derivative Liability [Abstract]
Summary of changes in fair market value derivative liability	Derivative Liability Total Balance, December 31, 2017 $ 2,255,781 Increase in derivative value due to issuances of convertible promissory notes 336,643 Change in fair market value of derivative liabilities due to the mark to market adjustment (702,493 ) Debt conversions (199,627 ) Balance, December 31, 2018 $ 1,690,304 Increase in derivative value due to issuances of convertible promissory notes 307,884 Change in fair market value of derivative liabilities due to the mark to market adjustment 18,690 Debt conversions (178,226 ) Balance, September 30, 2019 $ 1,838,652

Income Taxes (Tables)

Income Taxes (Tables)	9 Months Ended
	Sep. 30, 2019
Income Tax Disclosure [Abstract]
Deferred tax asset	September 30, December 31, 2019 2018 Deferred tax assets: Net operating loss carry forwards $ 1,163,400 $ 1,108,170 Net deferred tax assets before valuation allowance $ 1,163,400 $ 1,108,170 Less: Valuation allowance (1,163,400 ) (1,108,170 ) Net deferred tax assets $ - $ -
Reconciliation between the amounts of income tax	September 30, December 31, 2019 2018 Federal and state statutory rate 21 % 21 % Change in valuation allowance on deferred tax assets (21 %) (21 %)

Basis of Presentation and Sig_4

Basis of Presentation and Significant Accounting Policies (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Accounting Policies [Abstract]
Weighted average common shares outstanding - basic	26,817,415	3,306,069	14,837,666	3,058,442
Plus: potentially dilutive common shares: warrants			0	11,950
Weighted average common shares outstanding - diluted	26,817,415	3,306,069	14,837,666	3,070,392

Basis of Presentation and Sig_5

Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Accounting Policies [Abstract]
Advertising and promotion expenses	$ 35,696	$ 50,127

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Going Concern
Accumulated deficit	$ (17,067,869)	$ (16,727,698)
Working capital deficit	$ (2,126,128)

Related Parties (Details Narrat

Related Parties (Details Narrative) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Board of Directors Chairman
Amount owed	$ 30,006	$ 24,116
Chief Executive Officer
Amount owed	0	753
Board of Directors
Amount owed	$ 1,075	$ 1,075

Fair Value of Financial Instr_3

Fair Value of Financial Instruments (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2018	Dec. 31, 2017
Assets
Cash	$ 117,209	$ 86,827	$ 63,204
Liabilities
Convertible note payable, net of discounts	192,286	309,637
Derivative liabilities	1,838,652	1,690,304		$ 2,255,781
Level 1 | Fair Value, Measurements, Recurring
Assets
Cash	117,209	86,827
Total assets	117,209	86,827
Liabilities
Convertible note payable, net of discounts	0	0
Derivative liabilities	0	0
Total liabilities	0	0
Net assets and liabilities	117,209	86,827
Level 2 | Fair Value, Measurements, Recurring
Assets
Cash	0	0
Total assets	0	0
Liabilities
Convertible note payable, net of discounts	192,286	309,637
Derivative liabilities	0	0
Total liabilities	192,286	309,637
Net assets and liabilities	(192,286)	(309,637)
Level 3 | Fair Value, Measurements, Recurring
Assets
Cash	0	0
Total assets	0	0
Liabilities
Convertible note payable, net of discounts	0	0
Derivative liabilities	1,838,652	1,690,304
Total liabilities	1,838,652	1,690,304
Net assets and liabilities	$ (1,838,652)	$ (1,690,304)

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Total convertible note payable	$ 470,514	$ 309,637
Less unamortized debt derivative discounts	278,228	0
Convertible note payable	192,286	309,637
Less: current portion	192,286	309,637
Convertible note payable, less current portion	0	0
Convertible Note Payable 1
Total convertible note payable	25,750	0
Convertible Note Payable 2
Total convertible note payable	43,000	0
Convertible Note Payable 3
Total convertible note payable	38,000	0
Convertible Note Payable 4
Total convertible note payable	36,050	0
Convertible Note Payable 5
Total convertible note payable	38,000	0
Convertible Note Payable 6
Total convertible note payable	38,000	0
Convertible Note Payable 7
Total convertible note payable	51,500	0
Convertible Note Payable 8
Total convertible note payable	60,600	0
Convertible Note Payable 9
Total convertible note payable	60,041	94,080
Convertible Note Payable 10
Total convertible note payable	60,000	60,000
Convertible Note Payable 11
Total convertible note payable	0	30,000
Convertible Note Payable 12
Total convertible note payable	17,364	30,000
Convertible Note Payable 13
Total convertible note payable	0	30,000
Convertible Note Payable 14
Total convertible note payable	0	55,057
Convertible Note Payable 15
Total convertible note payable	$ 2,209	$ 10,500

Convertible Notes Payable (De_2

Convertible Notes Payable (Details 1) - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Debt Disclosure [Abstract]
Interest on convertible notes	$ 40,753	$ 15,881
Amortization of derivative discounts	59,556	306,442
Interest on credit cards	1,484	0
Total interest expense	$ 101,793	$ 322,323

Derivative Liabilities (Details

Derivative Liabilities (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Derivative Liability [Abstract]
Beginning balance	$ 1,690,304	$ 2,255,781
Increase in derivative value due to issuances of convertible promissory notes	307,884	336,643
Change in fair market value of derivative liabilities due to the mark to market adjustment	18,690	(702,493)
Debt conversions	(178,226)	(199,627)
Ending balance	$ 1,838,652	$ 1,690,304

Derivative Liabilities (Detai_2

Derivative Liabilities (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Derivative Liability [Abstract]
Derivative liabilities	$ 1,838,652		$ 1,838,652		$ 1,690,304
Change in derivative liabilities	$ (61,078)	$ (97,578)	(18,690)	$ 655,808
Change in fair market value attributable to the warrants			26,267	743,751
Change in fair market value on convertible notes adjustment			$ (44,957)	$ (87,943)

Changes in Stockholders Equity

Changes in Stockholders Equity (Deficit) (Details Narrative) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	10,000,000	10,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, authorized shares	1,000,000,000	1,000,000,000
Convertible note	$ 192,286	$ 309,637
Series A Convertible Preferred Stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	2,000,000	2,000,000
Series B Convertible Preferred Stock
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	1,000,000	1,000,000

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Deferred tax assets:
Net operating loss carry forwards	$ 1,163,400	$ 1,108,170
Net deferred tax assets before valuation allowance	1,163,400	1,108,170
Less: valuation allowance	(1,163,400)	(1,108,170)
Net deferred tax assets	$ 0	$ 0

Income Taxes (Details 1)

Income Taxes (Details 1)	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Federal and state statutory rate	21.00%	21.00%
Change in valuation allowance on deferred tax assets	(21.00%)	(21.00%)

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Federal net operating losses	$ 5,540,000	$ 5,277,000
Federal net operating losses expiration date	Dec. 31, 2031