Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark
One)
☑
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2018
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _______________ to
_______________.
Commission File Number: 000-54563
PREMIER BIOMEDICAL, INC.
(Exact name of registrant as specified in its charter)
Nevada
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27-2635666
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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P.O. Box 25
Jackson Center, PA
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16133
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number,
including area code (814) 786-8849
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Website, if
any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of
this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such
files). Yes ☑ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☑
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(Do not
check if a smaller reporting company)
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Emerging growth company
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☑
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes
☐ No ☑
As
of August 16, 2018, there were 3,255,973 shares of common stock,
$0.00001 par value, issued and outstanding.
PREMIER BIOMEDICAL, INC.
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
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1
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ITEM 1 Financial Statements
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1
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ITEM 2 Management’s Discussion and Analysis of
Financial Condition and Results of Operations
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17
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ITEM 3 Quantitative and Qualitative Disclosures About
Market Risk
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23
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ITEM 4 Controls and Procedures
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23
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PART II – OTHER INFORMATION
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24
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ITEM 1 Legal Proceedings
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24
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ITEM 1A Risk Factors
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24
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ITEM 2 Unregistered Sales of Equity Securities and Use of
Proceeds
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24
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ITEM 3 Defaults Upon Senior
Securities
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24
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ITEM 4 Mine Safety Disclosures
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24
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ITEM 5 Other Information
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24
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ITEM 6 Exhibits
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24
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2
PREMIER BIOMEDICAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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June
30,
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December
31,
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2018
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2017
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ASSETS
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(Unaudited)
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Current
assets:
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Cash
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$10,319
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$83,704
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Accounts
receivable
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-
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312
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Inventory
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123,416
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84,763
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Other current
assets
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35,774
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34,824
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Total current
assets
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169,509
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203,603
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Property and
equipment, net
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6,313
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5,478
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Total
assets
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$175,822
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$209,081
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LIABILITIES
AND STOCKHOLDERS' EQUITY (DEFICIT)
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Current
liabilities:
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Accounts
payable
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$347,560
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$346,814
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Accounts payable,
related parties
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36,746
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41,382
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Accrued
interest
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13,895
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5,840
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Convertible notes
payable, net of discounts of $36,640 and $30,010
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at June 30, 2018
and December 31, 2017, respectively, currently in
default
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218,360
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169,990
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Derivative
liabilities
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1,586,399
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2,255,781
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Total current
liabilities
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2,202,960
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2,819,807
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Total
liabilities
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2,202,960
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2,819,807
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Commitments and
contingencies
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-
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-
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Stockholders'
equity (deficit):
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Preferred stock,
$0.001 par value, 10,000,000 shares
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authorized,
2,000,000 shares issued and outstanding
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at June 30, 2018
and December 31, 2017
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2,000
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2,000
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Common stock,
$0.00001 par value, 1,000,000,000 shares
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authorized,
2,989,307 and 2,551,363 shares issued and
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outstanding at June
30, 2018 and December 31, 2017, respectively
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30
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26
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Additional paid in
capital
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13,833,326
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13,442,255
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Subscriptions
payable, consisting of -0- and 254,703 shares
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at June 30, 2018
and December 31, 2017, respectively
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-
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273,805
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Accumulated
deficit
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(15,862,494)
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(16,328,812)
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Total stockholders'
equity (deficit)
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(2,027,138)
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(2,610,726)
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Total liabilities
and stockholders' equity (deficit)
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$175,822
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$209,081
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See accompanying notes to financial statements.
3
PREMIER BIOMEDICAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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For the Three
Months
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For the Six
Months
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Ended June
30,
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Ended June
30,
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2018
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2017
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2018
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2017
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Revenue
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$12,089
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$-
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$22,484
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$-
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Cost of goods
sold
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10,146
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-
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16,204
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-
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Gross
profit
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1,943
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-
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6,280
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-
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Operating
expenses:
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General and
administrative
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42,817
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40,246
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77,309
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73,305
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Professional
fees
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38,724
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45,609
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78,340
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86,756
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Total operating
expenses
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81,541
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85,855
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155,649
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160,061
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Net operating
loss
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(79,598)
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(85,855)
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(149,369)
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(160,061)
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Other income
(expense):
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Interest
expense
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(73,554)
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(600)
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(137,699)
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(153,347)
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Change in
derivative liabilities
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53,146
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(1,161,010)
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753,386
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(6,261,101)
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Equity in losses of
investment in joint venture
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-
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-
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-
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(2,058)
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Total other income
(expense)
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(20,408)
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(1,161,610)
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615,687
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(6,416,506)
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Net income
(loss)
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$(100,006)
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$(1,247,465)
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$466,318
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$(6,576,567)
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Weighted average
number of common shares outstanding - basic
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2,989,307
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2,008,700
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2,932,577
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1,808,032
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Weighted average
number of common shares outstanding - fully diluted
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2,989,307
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2,008,700
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2,944,497
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1,808,032
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Net income (loss)
per share - basic
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$(0.03)
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$(0.62)
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$0.16
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$(3.64)
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Net income (loss)
per share - fully diluted
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$(0.03)
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$(0.62)
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$0.16
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$(3.64)
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See accompanying notes to financial statements.
4
PREMIER BIOMEDICAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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For the Six
Months
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Ended June
30,
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2018
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2017
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CASH
FLOWS FROM OPERATING ACTIVITIES
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Net income
(loss)
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$466,318
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$(6,576,567)
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Adjustments to
reconcile net income (loss)
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to net cash used in
operating activities:
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Depreciation
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1,194
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1,191
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Equity in losses of
joint venture investment
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-
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2,058
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Change in fair
market value of derivative liabilities
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(753,386)
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6,261,101
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Amortization of
debt discounts
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129,644
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149,456
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Decrease (increase)
in assets:
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Accounts
receivable
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312
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-
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Inventory
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(38,653)
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-
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Other current
assets
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(950)
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(130,091)
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Increase (decrease)
in liabilities:
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Accounts
payable
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746
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(57,653)
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Accounts payable,
related parties
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(4,636)
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947
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Accrued
interest
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8,055
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2,691
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Accrued interest,
related parties
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-
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1,200
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Net cash used in
operating activities
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(191,356)
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(345,667)
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CASH
FLOWS FROM INVESTING ACTIVITIES
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Purchases of
property and equipment
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(2,029)
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(2,694)
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Investment in joint
venture
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-
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(2,058)
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Net cash used in
investing activities
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(2,029)
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(4,752)
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CASH
FLOWS FROM FINANCING ACTIVITIES
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Proceeds from sale
of stock, net of offering costs
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-
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435,000
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Proceeds from sale
of stock on equity line of credit
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-
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18,323
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Proceeds from
convertible notes payable
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120,000
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-
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Net cash provided
by financing activities
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120,000
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453,323
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NET CHANGE IN
CASH
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(73,385)
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102,904
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CASH AT BEGINNING
OF PERIOD
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83,704
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22,437
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CASH AT END OF
PERIOD
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$10,319
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$125,341
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SUPPLEMENTAL
INFORMATION:
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Interest
paid
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$-
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$-
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Income taxes
paid
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$-
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$-
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NON-CASH INVESTING
AND FINANCING ACTIVITIES:
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Value of debt
discounts
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$120,000
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$-
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Value of derivative
adjustment due to debt conversions
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$52,270
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$229,043
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Value of shares
issued for conversion of debt
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$65,000
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$323,197
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See accompanying notes to financial statements.
5
Premier
Biomedical, Inc.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note
1 – Basis of Presentation and Significant Accounting
Policies
Basis of Presentation
The accompanying
unaudited, condensed financial statements of Premier Biomedical,
Inc. (“the Company”) have been prepared pursuant to
rules and regulations of the Securities and Exchange Commission
(“SEC”) and, therefore, do not include all information
and footnote disclosures normally included in audited financial
statements. However, these statements reflect all adjustments,
consisting of normal recurring adjustments, which in the opinion of
management are necessary for fair presentation of the information
contained therein. It is suggested that these statements be read in
conjunction with the financial statements included in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2017.
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.
6
Premier
Biomedical, Inc.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
The reconciliation
of the denominators used to calculate basic EPS and diluted EPS for
the six months ended June 30, 2018 and 2017 are as
follows:
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For the Six Months
Ended
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June
30,
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|
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2018
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2017
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Weighted average
common shares outstanding – basic
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2,932,577
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1,808,032
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Plus: Potentially
dilutive common shares:
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Warrants
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11,920
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-
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Weighted average
common shares outstanding – diluted
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2,944,497
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1,808,032
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For the six months
ended June 30, 2017, 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 245,760 and 685,184 as of June 30, 2018 and 2017,
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 six months ended June 30, 2018
and 2017.
Revenue Recognition
Sales
on fixed price contracts are recorded when services are earned, the
earnings process is complete or substantially complete, and the
revenue is measurable and collectability is reasonably assured.
Provisions for discounts and rebates to customers, estimated
returns and allowances, and other adjustments are provided for in
the same period the related sales are recorded. The Company defers
any revenue from sales in which payment has been received, but the
earnings process has not occurred. Sales commenced on July 5, 2017
with the termination of our joint venture and are recognized upon
shipment of goods, which are typically paid for at the time of
order.
Advertising and Promotion
All costs
associated with advertising and promoting products are expensed as
incurred. These expenses were $20,742 and $25,413 for the six
months ended June 30, 2018 and 2017,
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.
7
Premier
Biomedical, Inc.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Recent Accounting Pronouncements
In June 2018, the
Financial Accounting Standards Board (“FASB”) issued
Accounting Standards Update (“ASU”) 2018-07,
Compensation-Stock Compensation
(Topic 718): Improvements to Nonemployee Share-Based Payment
Accounting, which expands the scope of Topic 718 to include
share-based payment transactions for acquiring goods and services
from nonemployees. An entity should apply the requirements of Topic
718 to nonemployee awards except for specific guidance on inputs to
an option pricing model and the attribution of cost (that is, the
period of time over which share-based payment awards vest and the
pattern of cost recognition over that period). The new guidance is
effective for all entities for annual periods, and interim periods
within those annual periods, beginning after December 15, 2017,
with early adoption permitted. The Company does not expect the
adoption of this ASU to have a material impact on its consolidated
financial statements.
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. The amendment provides guidance on accounting for the
impact of the Tax Cuts and Jobs Act (the “Tax Act”) and
allows entities to complete the accounting under ASC 740 within a
one-year measurement period from the Tax Act enactment date. This
standard is effective upon issuance. The Tax Act has several
significant changes that impact all taxpayers, including a
transition tax, which is a one-time tax charge on accumulated,
undistributed foreign earnings. The calculation of accumulated
foreign earnings requires an analysis of each foreign
entity’s financial results going back to 1986. The Company
does not expect the adoption of this ASU to have a material impact
on its consolidated financial statements.
In February 2018, the FASB issued ASU No.
2018-02, Reclassification of Certain
Tax Effects from Accumulated Other Comprehensive
Income. The guidance permits
entities to reclassify tax effects stranded in Accumulated Other
Comprehensive Income as a result of tax reform to retained
earnings. This new guidance is effective for annual and interim
periods in fiscal years beginning after December 15, 2018. Early
adoption is permitted in annual and interim periods and can be
applied retrospectively or in the period of adoption. The Company
is currently in the process of evaluating the impact of adoption on
its consolidated financial statements.
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 six months ended June 30, 2018 and 2017, or the
twelve months ended December 31, 2017.
In May 2017, the
FASB issued ASU 2017-09, Compensation — Stock Compensation (Topic
718): Scope of Modification Accounting. ASU 2017-09, which
provides guidance about which changes to the terms or conditions of
a share-based payment award require an entity to apply modification
accounting in Topic 718. Per ASU
2017-9, an entity should account for the effects of a
modification unless all the following are met: (1) the fair value
(or calculated value or intrinsic value, if such an alternative
measurement method is used) of the modified award is the same as
the fair value (or calculated value or intrinsic value, if such an
alternative measurement method is used) of the original award
immediately before the original award is modified. If the
modification does not affect any of the inputs to the valuation
technique that the entity uses to value the award, the entity is
not required to estimate the value immediately before and after the
modification, (2) the vesting conditions of the modified award are
the same as the vesting conditions of the original award
immediately before the original award is modified, and (3) the
classification of the modified award as an equity instrument or a
liability instrument is the same as the classification of the
original award immediately before the original award is modified.
The current disclosure requirements in Topic 718 apply regardless
of whether an entity is required to apply modification accounting
under the amendments in ASU 2017-9. ASU 2017-9 is effective for public business
entities for annual and interim periods in fiscal years beginning
after December 15, 2017. Early adoption is permitted,
including adoption in any interim period, for (1) public business
entities for reporting periods for which financial statements have
not yet been issued and (2) all other entities for reporting
periods for which financial statements have not yet been made
available for issuance. The amendments in this ASU should be
applied prospectively to an award modified on or after the adoption
date. The adoption of ASU
2017-9 is not expected to have a material impact on the
Company’s financial statements or related
disclosures.
No other new
accounting pronouncements, issued or effective during the six
months ended June 30, 2018, have had or are expected to have a
significant impact on the Company’s financial
statements.
8
Premier
Biomedical, Inc.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note
2 – Going Concern
As shown in the
accompanying financial statements, the Company has no revenues,
incurred net losses from operations resulting in an accumulated
deficit of $15,862,494, and had negative working capital of
($2,033,451) at June 30, 2018. 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.
Note
3 – Related Parties
Accounts Payable
The Company owed
$34,116 and $40,195 as of June 30, 2018 and December 31,
2017, 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
$1,555 as of June 30, 2018 and December 31, 2017, to the
Company’s CEO for reimbursable expenses.
The Company owed
$1,075 and $478 as of June 30, 2018 and December 31,
2017, respectively, amongst members of the Company’s Board of
Directors for reimbursable expenses.
Note
4 – Subsidiary Formation
On September 14,
2017, we formed Premier Biomedical Pain Relief Meds, LLC as a
wholly-owned Nevada limited liability company. On January 1, 2018,
we contributed our pain management assets to this entity and
continued our pain management operations within this new
subsidiary.
Note
5 – 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 is 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.
9
Premier
Biomedical, Inc.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note
6 – Fair Value of Financial Instruments
Under FASB ASC
820-10-5, fair value is defined as the price that would be received
to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date (an
exit price). The standard outlines a valuation framework and
creates a fair value hierarchy in order to increase the consistency
and comparability of fair value measurements and the related
disclosures. Under GAAP, certain assets and liabilities must be
measured at fair value, and FASB ASC 820-10-50 details the
disclosures that are required for items measured at fair
value.
The Company has
certain financial instruments that must be measured under the new
fair value standard. The Company’s financial assets and
liabilities are measured using inputs from the three levels of the
fair value hierarchy. The three levels are as follows:
Level 1 - Inputs
are unadjusted quoted prices in active markets for identical assets
or liabilities that the Company has the ability to access at the
measurement date.
Level 2 - Inputs
include quoted prices for similar assets and liabilities in active
markets, quoted prices for identical or similar assets or
liabilities in markets that are not active, inputs other than
quoted prices that are observable for the asset or liability (e.g.,
interest rates, yield curves, etc.), and inputs that are derived
principally from or corroborated by observable market data by
correlation or other means (market corroborated
inputs).
Level 3 -
Unobservable inputs that reflect our assumptions about the
assumptions that market participants would use in pricing the asset
or liability.
The following
schedule summarizes the valuation of financial instruments at fair
value on a recurring basis in the balance sheets as of
June 30, 2018 and December 31, 2017,
respectively:
|
Fair Value
Measurements at June 30, 2018
|
||
|
Level
1
|
Level
2
|
Level
3
|
Assets
|
|
|
|
Cash
|
$10,319
|
$-
|
$-
|
Total
assets
|
10,319
|
-
|
-
|
Liabilities
|
|
|
|
Convertible notes
payable, net of discounts
|
|
218,360
|
|
Derivative
liabilities
|
-
|
-
|
1,586,399
|
Total
liabilities
|
-
|
218,360
|
1,586,399
|
|
$10,319
|
$(218,360)
|
$(1,586,399)
|
|
Fair Value
Measurements at December 31, 2017
|
||
|
Level
1
|
Level
2
|
Level
3
|
Assets
|
|
|
|
Cash
|
$83,704
|
$-
|
$-
|
Total
assets
|
83,704
|
-
|
-
|
Liabilities
|
|
|
|
Convertible note
payable, net of discounts
|
-
|
169,990
|
-
|
Derivative
liabilities
|
-
|
-
|
2,255,781
|
Total
liabilities
|
-
|
169,990
|
2,255,781
|
|
$83,704
|
$(169,990)
|
$(2,255,781)
|
The fair values of
our related party debts are deemed to approximate book value, and
are considered Level 2 inputs as defined by ASC Topic
820-10-35.
There were no
transfers of financial assets or liabilities between Level 1, Level
2 and Level 3 inputs for the six months ended June 30, 2018 or
the year ended December 31, 2017.
10
Premier
Biomedical, Inc.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note
7 – Convertible Notes Payable, Currently in
Default
Convertible notes
payable consist of the following at June 30, 2018 and December
31, 2017, respectively:
|
June 30,
|
December
31,
|
|
2018
|
2017
|
|
|
|
On April 24, 2018,
the Company received proceeds of $30,000 in exchange for an 8%
interest bearing; unsecured convertible promissory note maturing on
July31, 2018 (“Second Red Diamond Note”). The note is
convertible at 60% of the lowest traded price of the Common Stock
in the fifteen (15) Trading Days prior to the Conversion
Date.$
|
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.
|
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 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.
|
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.
|
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. Currently in default.
|
50,000
|
50,000
|
|
|
|
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 SEG 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 $10,000 of principal was converted into 5,208,333
shares of common stock on October 31, 2017, and the
remaining $40,000 of principal was converted into 26,559,426 shares
of common stock on January 29, 2018.
|
-
|
40,000
|
|
|
|
11
Premier
Biomedical, Inc.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
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 total of $15,000 of principal was converted into
an aggregate of 7,812,500 shares of common stock at various dates
between November 6, 2017 and November 13, 2017.
Currently in default.
|
35,000
|
35,000
|
|
|
|
On August 8, 2017,
the Company entered into an exchange agreement with The Special
Equities Group, 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 SEG 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. Currently in default.
|
50,000
|
50,000
|
|
|
|
On August 8, 2017,
the Company entered into an exchange agreement with RDW Capital,
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 RDW 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 total of $25,000 of principal was converted into
13,157,895 shares of common stock on October 31, 2017,
and the remaining $25,000 of principal was converted into
19,230,769 shares of common stock on
January 3, 2018.
|
-
|
25,000
|
|
|
|
Total convertible
notes payable, currently in default
|
255,000
|
200,000
|
Less unamortized
derivative discounts:
|
36,640
|
30,010
|
Convertible notes
payable
|
218,360
|
169,990
|
Less: current
portion
|
218,360
|
169,990
|
Convertible notes
payable, less current portion$
|
-
|
$-
|
The Company
recognized interest expense for the six months ended
June 30, 2018 and 2017, respectively, as
follows:
|
June 30,
|
June 30,
|
|
2018
|
2017
|
|
|
|
Interest on
convertible notes
|
$8,055
|
$2,691
|
Interest on related
party loans
|
-
|
1,200
|
Derivative
discounts
|
129,644
|
149,456
|
Total interest
expense
|
$137,699
|
$153,347
|
12
Premier
Biomedical, Inc.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note
8 – Derivative Liabilities
As
discussed in Note 7 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 $1,586,399 and
$2,255,781 at June 30, 2018 and
December 31, 2017, respectively. The change in fair value
of the derivative liabilities resulted in a gain of $753,386 and a
loss of $6,261,101 for the six months ended June 30, 2018
and 2017, respectively, which has been reported within other
expense in the statements of operations. The gain of $753,386 for
the six months ended June 30, 2018 consisted of a gain of
$766,489 due to the value attributable to the warrants and a net
loss in market value of $13,103 on the convertible notes. The loss
of $6,261,101 for the six months ended June 30, 2017
consisted of a loss of $7,103,444 due to the value attributable to
the warrants, a gain of $849,564 in market value of the warrants
and a net loss in market value of $7,221 on the convertible
notes.
The following is a
summary of changes in the fair market value of the derivative
liability during the six months ended
June 30, 2018 and the year ended
December 31, 2017, respectively:
|
Derivative
|
|
Liability
|
|
Total
|
Balance, December
31, 2016
|
$221,822
|
Increase
in derivative value due to issuances of convertible promissory
notes
|
221,515
|
Increase
in derivative value attributable to tainted warrants
|
7,103,444
|
Decrease
in derivative value attributable to exchange of
warrants
|
(3,766,437)
|
Change
in fair market value of derivative liabilities due to the mark to
market adjustment
|
(1,221,021)
|
Debt
conversions
|
(303,542)
|
Balance, December
31, 2017
|
$2,255,781
|
Increase
in derivative value due to issuances of convertible promissory
notes
|
136,274
|
Change
in fair market value of derivative liabilities due to the mark to
market adjustment
|
(753,386)
|
Debt
conversions
|
(52,270)
|
Balance,
June 30, 2018
|
$1,586,399
|
Key inputs and assumptions used to value the convertible debentures
and warrants issued during the six months ended
June 30, 2018:
●
Stock price
ranging from $0.825 to $0.3799 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 163.5% - 155.1%.
●
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 by 2 years – the
time required to convert out this volume of stock.
●
The
holders of the securities would automatically convert midway
through to maturity on a monthly basis based on ownership and
trading volume limitations.
●
A
change of control and fundamental transaction would occur initially
-0-% of the time and increase monthly by -0-% to a maximum of
-0-%.
13
Premier
Biomedical, Inc.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
●
The
monthly trading volume would average $977,628 to $1,011,971 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 12/31/18 – the reset provision ends
3/30/19 and the option expires 3/30/20.
●
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 176.6% - 181%.
●
The Holder would
exercise the warrant at maturity in 2020 if the stock price was
above the reset exercise price.
Note
9 – 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 an accounts payable, with $285,024 outstanding as of
the date of this filing.
14
Premier
Biomedical, Inc.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
Note
10 – 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, Series A
The Company has
10,000,000 authorized shares of Preferred Stock, of which 2,000,000
shares of $0.001 par value Series A Convertible Preferred Stock
(“Series A Preferred Stock”) have been designated. Each
share of Series A Preferred Stock is convertible, at the option of
the holder thereof, at any time after the issuance of such share
into one (1) fully paid and non-assessable share of Common Stock.
Each outstanding share of Series A Preferred Stock is entitled to
one hundred (100) votes per share on all matters to which the
shareholders of the Corporation are entitled or required to vote.
The Company shall reserve and keep available out of its authorized
but unissued shares of Common Stock such number of shares
sufficient to effect the conversions.
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 January 29,
2018, the Company issued 106,238 shares of common stock pursuant to
the conversion of $40,000 of principal from the Second SEG Note.
The note was converted in accordance with the conversion terms;
therefore no gain or loss has been recognized.
On January 3, 2018,
the Company issued 76,923 shares of common stock pursuant to the
conversion of $25,000 of principal from the First RDW 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 various dates
from January 17, 2018 through February 13, 2018, the Company issued
a total of 254,703 shares to The
Special Equities Group and DiamondRock, LLC as compensation
valued at $273,805 awarded on December 6, 2017.
Note
11 – Income Taxes
The Company
accounts for income taxes under FASB ASC 740-10, which requires use
of the liability method. FASB ASC 740-10-25 provides that deferred
tax assets and liabilities are recorded based on the differences
between the tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes, referred to as temporary
differences.
For the six months
ended June 30, 2018, and the year ended December 31,
2017, the Company incurred a net operating loss and, accordingly,
no provision for income taxes has been recorded. In addition, no
benefit for income taxes has been recorded due to the uncertainty
of the realization of any tax assets. At June 30, 2018,
and December 31, 2017, the Company had approximately
$5,015,000 and $4,860,000 of federal net operating losses,
respectively. The net operating loss carry forwards, if not
utilized, will begin to expire in 2031.
15
Premier
Biomedical, Inc.
Notes to Condensed
Consolidated Financial Statements
(Unaudited)
The components of
the Company’s deferred tax asset are as follows:
|
June 30,
|
December
31,
|
|
2018
|
2017
|
Deferred tax
assets:
|
|
|
Net operating loss
carry forwards
|
$1,050,000
|
$1,701,000
|
|
|
|
Net deferred tax
assets before valuation allowance
|
$1,050,000
|
$1,701,000
|
Less: Valuation
allowance
|
(1,050,000)
|
(1,701,000)
|
Net deferred tax
assets
|
$-
|
$-
|
Based on the
available objective evidence, including the Company’s history
of losses, management believes it is more likely than not that the
net deferred tax assets will not be fully realizable. Accordingly,
the Company provided for a full valuation allowance against its net
deferred tax assets at June 30, 2018, and December 31,
2017, respectively.
A reconciliation
between the amounts of income tax benefit determined by applying
the applicable U.S. and state statutory income tax rate to pre-tax
loss is as follows:
|
June 30,
|
December
31,
|
|
2018
|
2017
|
|
|
|
Federal and state
statutory rate
|
21%
|
35%
|
Change in valuation
allowance on deferred tax assets
|
(21%)
|
(35%)
|
In accordance with
FASB ASC 740, the Company has evaluated its tax positions and
determined there are no uncertain tax positions.
Note
12 – Subsequent Events
Convertible Debt Financing
On July 11, 2018, we received $120,000 from Red
Diamond Partners LLC from the sale of 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.
On July 11, 2018, we received $60,000 from
SEG-RedaShex, LLC from the sale of 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.
Common Stock Issuances for Debt Conversions
On August 15, 2018,
the Company issued 100,000 shares of common stock pursuant to the
conversion of $6,000 of principal from the Third Red Diamond Note.
The note was converted in accordance with the conversion terms;
therefore no gain or loss has been recognized.
On August 9, 2018,
the Company issued 83,333 shares of common stock pursuant to the
conversion of $5,000 of principal from the Third Red Diamond Note.
The note was converted in accordance with the conversion terms;
therefore no gain or loss has been recognized.
On July 27, 2018,
the Company issued 83,333 shares of common stock pursuant to the
conversion of $10,000 of principal from the Third Red Diamond Note.
The note was converted in accordance with the conversion terms;
therefore no gain or loss has been recognized.
16
ITEM
2
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
Our
Management’s Discussion and Analysis contains not only
statements that are historical facts, but also statements that are
forward-looking (within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934). Forward-looking statements are, by their very nature,
uncertain and risky. These risks and uncertainties include
international, national and local general economic and market
conditions; demographic changes; our ability to sustain, manage, or
forecast growth; our ability to successfully make and integrate
acquisitions; raw material costs and availability; new product
development and introduction; existing government regulations and
changes in, or the failure to comply with, government regulations;
adverse publicity; competition; the loss of significant customers
or suppliers; fluctuations and difficulty in forecasting operating
results; changes in business strategy or development plans;
business disruptions; the ability to attract and retain qualified
personnel; the ability to protect technology; and other risks that
might be detailed from time to time in our filings with the
Securities and Exchange Commission.
Although the
forward-looking statements in this Quarterly Statement reflect the
good faith judgment of our management, such statements can only be
based on facts and factors currently known by them. Consequently,
and because forward-looking statements are inherently subject to
risks and uncertainties, the actual results and outcomes may differ
materially from the results and outcomes discussed in the
forward-looking statements. You are urged to carefully review and
consider the various disclosures made by us in this report and in
our other reports as we attempt to advise interested parties of the
risks and factors that may affect our business, financial
condition, and results of operations and prospects.
The
following discussion and analysis of financial condition and
results of operations of the Company is based upon, and should be
read in conjunction with, its unaudited financial statements and
related notes elsewhere in this Form 10-Q, which have been prepared
in accordance with accounting principles generally accepted in the
United States.
Summary Overview
We were
strictly a research-based company that intended to discover cures
for PTSD, cancer and various other diseases. In order to fund
on-going research and development in our Biologics Division, we
developed a line of hemp oil based topical pain relief products. We
began in January of 2017 with a single product and currently have
eight topical pain relief products.
Through
our continued development and expansion of proprietary drugs and
treatments, we have reorganized the company into four technology
centers: (1) PTSD, (2) Anti-Cancer Drugs, (3) Anti-Aging
Treatments, and (4) Topical Pain Relief Products.
Pain Management Products
We have
developed and are now marketing all-natural, hemp-oil based
products that are pesticide and solvent free. These products
provide generalized, neuropathic and localized topical pain
relief.
In the
past year we have rapidly expanded our product offerings, and we
now offer eight pain relief products:
1.
96-hour pain relief
patch with 50 mg of hemp oil extract, the highest level of pain
relief ingredient available in the industry;
2.
120 mg/ 10 ml
water-based roll-on applicator;
3.
150 mg/ 10 ml
oil-based roll-on applicator;
17
4.
150 mg/ 30 ml
oil-based pump spray applicator;
5.
150 mg/ 2 oz.
ointment;
6.
200 mg/10 ml
oil-based roll-on applicator;
7.
500 mg/ 30 ml
oil-based pump spray applicator; and
8.
500 mg/ 1 oz.
ointment.
We
believe that this eight-product array positions us favorably in the
topical pain relief marketplace. The topical pain relief market is
expected to grow rapidly in the next few years, due to the focus on
reduction of opioid pain medication use, and we intend to be a
major player in that expanding market.
Now
that we have completed the product design and development phase, we
are aggressively embarking on the product distribution and sales
phase by:
1.
Expanding our
online sales beyond our web site at: www.painreliefmeds.com;
2.
Securing the
services of a social media coordinator to ensure that we optimize
that promotional tool;
3.
Recruiting a
National Sales Director to coordinate our growing field of sales
representatives and distributors;
4.
Securing the
services of a sales organization with expertise in marketing to the
government and senior care facilities;
5.
Engaging an
investor relations firm to facilitate television appearances
designed to gain optimum exposure for our company and its
products;
6.
Appearing in radio
and television broadcasts, and podcasts, via Uptick Newswire
periodically to ensure that our story gets out to the public;
and
7.
Retaining the
services of marketing firms to promote the Company and its products
through social media.
In
addition, we are in the process of negotiating potential
partnerships outside the United States to manufacture and market
our products worldwide. We anticipate that these partnerships will
make new markets available to us and allow us to rapidly increase
our sales and profitability through favorable manufacturing
arrangements.
Customers indicate
that they were able to achieve pain relief from our products and
stop the use of opioid painkillers. Public awareness of the harmful
side effects of opioid painkillers has grown significantly, and
many states have initiated litigation against drug makers claiming
they misrepresented the risks of opioid painkillers.1 As patients seek to
cut back their use of opioid painkillers and look for alternatives,
we believe demand for our products will see a significant increase.
We intend to petition national insurance agencies to urge them to
consider covering the use of our all-natural pain relief products
as a safe alternative to opioid painkillers.
(1)
See Oklahoma Sues Opioid Drugmakers;
New Hampshire Presses Epidemic Probe, by Heide Brandes and Nate
Raymond, Reuters, available at
https://www.reuters.com/article/us-oklahoma-drugs-idUSKBN19L2HJ.
18
Financing
In the
past, as we worked through the development of our products, we have
relied heavily on financing through various issuances of common
stock, warrants and convertible debt. As our sales grow, we expect
to find financing solutions in the future that help us expand our
operations, avoid dilution to our shareholders, and ultimately
increase our company valuation.
On
March 1, 2018, we received $60,000 from the sale of convertible
notes to two investors. On April 24, 2018, the investors bought
additional convertible notes for an aggregate of $60,000 when we
filed a registration statement to cover the shares of common stock
issuable upon conversion of their convertible notes. On July 11,
2018, these investors provided us with an additional $180,000 for
convertible notes in the third and final tranche of their
commitment to us.
Despite
the recent sales of convertible notes, our goal is to move forward
with more favorable financing as we begin to grow our revenues. To
date, the cash generated by these new products is not yet
sufficient to finance our volume ramp-up and planned product
introductions.
Through
2018, we will continue to market our pain management products and
seek a wider distribution network through the negotiation of
distribution agreements with large pharmacy chains, military
branches, government agencies, senior care facilities and
international partners.
Through
our reorganization into four technology centers, we are positioned
to take advantage of opportunities to individually sell, license or
commercialize the technologies produced within each of these
centers to suitable investment partners, without dilutive equity
issuances. In the long run, we believe that this will be most
beneficial to our investors.
Going Concern
As a
result of our current financial condition, we have received a
report from our independent registered public accounting firm for
our financial statements for the years ended December 31, 2017 and
2016 that includes an explanatory paragraph describing the
uncertainty as to our ability to continue as a going concern. In
order to continue as a going concern we must effectively balance
many factors and generate more revenue so that we can fund our
operations from our sales and revenues. If we are not able to do
this we may not be able to continue as an operating company. We
recently completed the sale of convertible notes to raise $180,000.
This should give us the capital we need in the short term to push
forward in the production and marketing of our new pain management
products. However, if we are unable to grow revenues sufficient to
meet our operating expenses, we must again raise capital by issuing
debt or through the sale of our stock. There is no assurance that
our cash flow will be adequate to satisfy our operating expenses
and capital requirements.
Results of Operations for the Three and Six Months Ended June 30,
2018 and 2017
Introduction
We had
revenues from our pain management products of $12,089 and $22,484
for the three and six months ended June 30, 2018, respectively. Our
cost of goods sold were $10,146 and $16,204, respectively, for the
three and six months ended June 30, 2018, respectively. We had no
revenues or cost of goods sold for the three and six months ended
June 30, 2017. Our operating expenses were $81,541 and $155,649,
respectively, for the three and six months ended June 30, 2018,
compared to $85,855 and $160,061, respectively, for the three and
six months ended June 30, 2017, a decrease of $4,314 and $4,412, or
5% and 3%, respectively. Our operating expenses were relatively
steady during these periods.
19
Our
results of operations for the three and six months ended June 30,
2018 and 2017 were as follows:
|
Three
Months
|
Three
Months
|
Six
Months
|
Six
Months
|
|
June
30,
|
June
30,
|
June
30,
|
June
30,
|
|
2018
|
2017
|
2018
|
2017
|
|
|
|
|
|
Revenue
|
$12,089
|
$-
|
$22,484
|
$-
|
Cost of goods
sold
|
10,146
|
-
|
16,204
|
-
|
Gross
profit
|
1,943
|
-
|
6,280
|
-
|
|
|
|
|
|
Operating
expenses:
|
|
|
|
|
General and
administrative
|
42,817
|
40,246
|
77,309
|
73,305
|
Professional
fees
|
38,724
|
45,609
|
78,340
|
86,756
|
Total operating
expenses
|
81,541
|
85,855
|
155,649
|
160,061
|
|
|
|
|
|
Net operating
loss
|
(79,598)
|
(85,855)
|
(149,369)
|
(160,061)
|
Other income
(expense)
|
(20,408)
|
(1,161,610)
|
615,687
|
(6,416,506)
|
|
|
|
|
|
Net income
(loss)
|
$(100,006)
|
$(1,247,465)
|
$466,318
|
$(6,576,567)
|
Revenues
The
Company was established on May 10, 2010, and began to generate
revenues during the third quarter of 2017 from the sale of pain
patches made with CBD oils. Our sales are comprised of both website
sales to individual consumers and wholesale transactions with brick
and mortar pharmacies, while our cost of goods sold primarily
consists of the products and the packaging. We had revenues of
$12,089 and $22,484 for the three and six months ended June 30,
2018, respectively. While we did have sales through a joint venture
in early 2017, we had not yet recognized any revenue directly prior
to June 30, 2017.
Cost of Goods Sold
Cost of
goods sold for the three and six
months ended June 30, 2018 were $10,146 and $16,204.
There were no cost of goods sold for the comparative periods in
2017. Cost of sales consists primarily of product materials and
packaging supplies. The increased cost of sales in the periods
ended June 30, 2018 was due to the commencement of operations that
were not present in the comparative periods in 2017.
General and Administrative
General
and administrative expenses were $42,817 and 77,309, respectively,
for the three and six months ended June 30, 2018, compared to
$40,246 and $73,305, respectively, for the three and six months
ended June 30, 2017, an increase of $2,571 and $4,004, or 6% and
5%, respectively.
Professional Fees
Professional fees expense was $38,724 and $78,340,
respectively, for the three and six months ended June 30, 2018,
compared to $45,609 and $86,756, respectively, for the three and
six months ended June 30, 2017, a decrease of $6,885 and $8,416, or
15% and 10%, respectively. Professional fees consist
primarily of legal and, accounting and auditing
services.
20
Net Operating Loss
Net
operating loss was $79,598 and $149,369, respectively, for the
three and six months ended June 30, 2018, compared to $85,855 and
$160,061, respectively, for the three and months ended June 30,
2017, a decrease of $6,257 and $10,692, or 7% and 7%, respectively.
Net operating loss decreased, as set forth above, primarily due to
decreased professional fees.
Other Income/Expense
Other
income (expense) was ($20,408) and $615,687, respectively, for the
three and six months ended June 30, 2018, compared to ($1,161,610)
and ($6,416,506), respectively, for the three and six months ended
June 30, 2017, an increase of $1,141,202 and $7,014,487,
respectively. Other expense for the three months ended June 30,
2018 consisted of interest expense of $73,554, as offset by a gain
of $53,146 in market value of derivative liabilities. The other
expense of $1,161,610 for the three months ended June 30, 2017
consisted of interest expense of $600 and a loss of $1,161,010 in
market value of the warrants.
Other
income for the six months ended June 30, 2018 consisted of a gain
of $753,386 in market value of derivative liabilities, as offset by
interest expense of $137,699. The other expense of $6,416,506 for
the six months ended June 30, 2017 consisted of interest
expense of $153,347, a loss of $6,261,101 in market value of the
warrants and an investment loss of $2,058 in our terminated joint
venture.
Net Income (Loss)
Net
income (loss) for the three and six months ended June 30, 2018, was
($100,006) or ($0.03) per share, and $466,318 or $0.16 per share,
respectively, compared to ($1,247,465) or ($0.62) per share, and
($6,576,567) or ($3.64) per share, respectively, for the three and
six months ended June 30, 2017. Net loss decreased, as set forth
above, primarily due to the difference between loss in value of our
derivative liabilities of ($1,161,010) and ($6,261,101) for the
three and six months ended June 30, 2017, respectively, and the
gain in value of our derivative liabilities of $53,146 and $753,386
for the three and six months ended June 30, 2018,
respectively.
Liquidity and Capital Resources
Introduction
During
the three and six months ended June 30, 2018, we had negative
operating cash flows. Our cash on hand as of June 30, 2018 was
$10,319, which was derived from the sale of shares of common stock,
warrants and convertible promissory notes to investors. Our monthly
cash flow burn rate for 2017 was approximately $42,500, and our
monthly burn rate through the six months ended June 30, 2018 was
approximately $26,000. We have strong short-term cash needs as we
ramp up production and sales of our new products. We will face
strong medium to long term cash needs as we continue to grow the
business. We anticipate that these needs will be satisfied through
the issuance of debt or the sale of our securities until such time
as our cash flows from operations will satisfy our cash flow
needs.
21
Our
cash, current assets, total assets, current liabilities, and total
liabilities as of June 30, 2018 and December 31, 2017,
respectively, are as follows:
|
June
30,
|
December
31,
|
|
|
2018
|
2017
|
Change
|
|
|
|
|
Cash
|
$10,319
|
$83,704
|
$(73,385)
|
Total Current
Assets
|
169,509
|
203,603
|
(34,094)
|
Total
Assets
|
175,822
|
209,081
|
(33,259)
|
Total Current
Liabilities
|
2,202,960
|
2,819,807
|
(616,847)
|
Total
Liabilities
|
$2,202,960
|
$2,819,807
|
$(616,847)
|
Our
cash and total current assets decreased as we continued to sustain
losses. Our total current liabilities decreased primarily due to a
reduction of $669,382 in the value of our derivative liability. Our
working capital deficit decreased from ($2,616,204) to
($2,033,451), and our stockholders’ deficit decreased by
$583,588 to ($2,027,138) due primarily to the reduction in the
value of our derivative liability as well.
In
order to repay our obligations in full or in part when due, we will
be required to raise significant capital from other sources. There
is no assurance, however, that we will be successful in these
efforts.
Cash Requirements
Our
cash on hand as of June 30, 2018 was $10,319. Based on our minimal
revenues and current monthly burn rate of approximately $26,000 per
month, we will need to continue to fund operations by raising
capital from the sale of our stock and debt
financings.
Sources and Uses of Cash
Operations
We had
net cash used in operating activities of $(191,356) for the six
months ended June 30, 2018, compared to $(345,667) for the six
months ended June 30, 2017. This decrease in net cash used in
operating activities was driven primarily by a reduction in
prepayments of expenses, as diminished by our increased inventory
purchases of $38,653.
Investments
We had
$2,029 net cash used in investing activities for the six months
ended June 30, 2018, and $4,752 net cash used in investing
activities for the six months ended June 30, 2017. We outsource the
manufacturing of our products, so our investment expenses are
minimal.
Financing
Our net
cash provided by financing activities for the six months ended June
30, 2018 was $120,000, which consisted of the proceeds from the
sale of convertible notes. For the six months ended June 30, 2017,
net cash provided by financing was $453,323, which consisted
primarily of proceeds from the sale of stock of $435,000 and
proceeds of $18,323 from sales of stock pursuant to our equity line
of credit with Redwood Management, LLC.
22
Securities Purchase Agreement
On
March 30, 2017, we entered into a Securities Purchase Agreement
with three investors and raised $300,000 through the sale of stock
and warrants. These same investors purchased $150,000 of common
stock and warrants in the second tranche on May 30, 2017. On August
8, 2017, we exchanged convertible notes with the investors for the
warrants issued in the first tranche and the common stock issued in
the second tranche. We also amended the Securities Purchase
Agreement on that date, and on October 30, 2017, the investors
purchased an additional $150,000 of our convertible notes. We
expect these investments, our growing revenues and sales of common
stock, warrants and convertible notes will finance our operations
for the next several months as we seek to expand revenues from our
new pain management products.
Sale of Convertible Notes
Pursuant
to a separate Securities Purchase Agreement, we sold convertible
notes to two investors for $60,000 on each of March 1, 2018 and
April 24, 2018 and $180,000 on July 11, 2018, for an aggregate of
$300,000.
ITEM
3
Quantitative
and Qualitative Disclosures About Market Risk
As a
smaller reporting company, we are not required to provide the
information required by this Item.
ITEM
4
Controls
and Procedures
(a)
Disclosure
Controls and Procedures
We
conducted an evaluation, with the participation of our Chief
Executive Officer and Chief Financial Officer, of the effectiveness
of the design and operation of our disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended, or the Exchange Act,
as of June 30, 2018, to ensure that information required to be
disclosed by us in the reports filed or submitted by us under the
Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the Securities Exchange
Commission’s rules and forms, including to ensure that
information required to be disclosed by us in the reports filed or
submitted by us under the Exchange Act is accumulated and
communicated to our management, including our principal executive
and principal financial officer, or persons performing similar
functions, as appropriate to allow timely decisions regarding
required disclosure. Based on that evaluation, our Chief Executive
Officer and Chief Financial Officer have concluded that as of June
30, 2018, our disclosure controls and procedures were not effective
at the reasonable assurance level due to the material weaknesses
identified and described in our Annual Report on Internal Control
Over Financial Reporting filed in our Annual Report on Form
10-K.
Our
principal executive officers do not expect that our disclosure
controls or internal controls will prevent all errors and all
fraud. Although our disclosure controls and procedures were
designed to provide reasonable assurance of achieving their
objectives and our principal executive officers are determined to
make our disclosure controls and procedures effective at doing so,
a control system, no matter how well conceived and operated, can
provide only reasonable, not absolute assurance that the objectives
of the system are met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs.
Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within the Company
have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented if there exists in an
individual a desire to do so. There can be no assurance that any
design will succeed in achieving its stated goals under all
potential future conditions.
(b)
Changes
in Internal Control over Financial Reporting
No
change in our system of internal control over financial reporting
occurred during the period covered by this report, the three month
period ended June 30, 2018, that has materially affected, or is
reasonably likely to materially affect, our internal control over
financial reporting.
23
PART II – OTHER INFORMATION
ITEM
1 Legal Proceedings
We are
not a party to or otherwise involved in any legal
proceedings.
In the
ordinary course of business, we are from time to time involved in
various pending or threatened legal actions. The litigation process
is inherently uncertain and it is possible that the resolution of
such matters might have a material adverse effect upon our
financial condition and/or results of operations. However, in the
opinion of our management, other than as set forth herein, matters
currently pending or threatened against us are not expected to have
a material adverse effect on our financial position or results of
operations.
ITEM
1A Risk Factors
As a
smaller reporting company, we are not required to provide the
information required by this Item.
ITEM
2 Unregistered Sales of Equity Securities and Use
of Proceeds
Except
as previously reported on a Current Report on Form 8-K, we had no
unregistered sales of equity securities during the three month
period ended June 30, 2018.
ITEM
3 Defaults Upon Senior Securities
There
have been no events which are required to be reported under this
Item.
ITEM
4 Mine Safety Disclosures
Not
applicable.
ITEM
5 Other Information
None.
ITEM
6 Exhibits
(a)
Exhibits
Exhibit
No.
|
|
Description of
Exhibits
|
|
Certificate
of Amendment to the Articles of Incorporation of Premier
Biomedical, Inc., dated June 21, 2018
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
|
|
|
|
|
|
Chief
Executive Officer Certification Pursuant to 18 USC, Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
|
Chief
Financial Officer Certification Pursuant to 18 USC, Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
|
|
|
101.INS
|
|
XBRL
Instance Document
|
|
|
|
101.SCH
|
|
XBRL
Schema Document
|
|
|
|
101.CAL
|
|
XBRL
Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL
Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL
Labels Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL
Presentation Linkbase Document
|
24
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
|
Premier Biomedical,
Inc.
|
|
|
|
|
|
|
Dated: August 20, 2018 |
By:
|
/s/
William
A. Hartman
|
|
|
|
William A. Hartman |
|
|
|
Chief Executive Officer |
|
25