The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

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

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001456043
X Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
PREMIER GROCERY INC
Jurisdiction of Incorporation/Organization
CALIFORNIA
Year of Incorporation/Organization
X Over Five Years Ago
   Within Last Five Years (Specify Year)
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
PREMIER GROCERY INC
Street Address 1 Street Address 2
11811 N TATUM BLVD SUITE 2400
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
PHOENIX AZ 85028 480-814-8016

3. Related Persons

Last Name First Name Middle Name
Denton Bradley A.
Street Address 1 Street Address 2
11811 N. Tatum Blvd. Suite 2400
City State/Province/Country ZIP/PostalCode
Phoenix AZ 85028
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Boney Shon
Street Address 1 Street Address 2
11811 N. Tatum Blvd. Suite 2400
City State/Province/Country ZIP/PostalCode
Phoenix AZ 85028
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Boney Stan
Street Address 1 Street Address 2
11811 N. Tatum Blvd. Suite 2400
City State/Province/Country ZIP/PostalCode
Phoenix AZ 85028
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Easler Kevin
Street Address 1 Street Address 2
11811 N. Tatum Blvd. Suite 2400
City State/Province/Country ZIP/PostalCode
Phoenix AZ 85028
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Wing Scott
Street Address 1 Street Address 2
11811 N. Tatum Blvd. Suite 2400
City State/Province/Country ZIP/PostalCode
Phoenix AZ 85028
Relationship: X Executive Officer X Director    Promoter

Clarification of Response (if Necessary):

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
X
 Retailing
  
 Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
 Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
X $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
   Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))    Rule 505
   Rule 504 (b)(1)(i) X Rule 506
   Rule 504 (b)(1)(ii)    Securities Act Section 4(5)
   Rule 504 (b)(1)(iii)    Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2009-01-12    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
X Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $25,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
Thomas Foulds None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11811 N. Tatum Blvd. Suite 2400
City State/Province/Country ZIP/Postal Code
Phoenix AZ 85028
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number X None
Chad Johnson None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
6024 W. 89th Terrace
City State/Province/Country ZIP/Postal Code
Overland Park KS 66207
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
KS
TX
Recipient
Recipient CRD Number X None
Jerry Stutler None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
24522 W. Mark Lane
City State/Province/Country ZIP/Postal Code
Wittmann AZ 85361
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number X None
Lauren Sommer None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
5726 Trinity Place
City State/Province/Country ZIP/Postal Code
San Diego CA 92120
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TX
Recipient
Recipient CRD Number X None
Gerry Flanigan None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
47 Highland View
City State/Province/Country ZIP/Postal Code
Irvine CA 92603
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
CO
UT
Recipient
Recipient CRD Number X None
Frank Coughlin None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3488 Camino Largo
City State/Province/Country ZIP/Postal Code
Carlsbad CA 92009
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
ID
VA
Recipient
Recipient CRD Number X None
Tom Bransky None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2519 N. Southport
City State/Province/Country ZIP/Postal Code
Chicago IL 60614
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
CO
FL
IL
IN
Recipient
Recipient CRD Number X None
Jody Bransky None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
6631 N. Washtenaw Ave.
City State/Province/Country ZIP/Postal Code
Chicago IL 60645-5003
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
CO
FL
IL
IN
Recipient
Recipient CRD Number X None
Jennifer Alborn None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2935 W. Jarlath St.
City State/Province/Country ZIP/Postal Code
Chicago IL 60645-1215
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
CO
FL
IL
IN
Recipient
Recipient CRD Number X None
Michael D. Strasser None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
6607 S. Highland Park Drive
City State/Province/Country ZIP/Postal Code
Spokane WA 99223
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AZ
CA
WA
Recipient
Recipient CRD Number X None
Horowitz Limited Partnership I None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
27241 La Paz Road #B
City State/Province/Country ZIP/Postal Code
Laguna Niguel CA 92626
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number X None
Jeff Strong None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
c/o Stong & Veleker, CPA's 345 F. Street, Suite 200
City State/Province/Country ZIP/Postal Code
Chula Vista CA 91910
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AZ
CA
Recipient
Recipient CRD Number X None
Mark Spooner None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
7130 North Via Nueva
City State/Province/Country ZIP/Postal Code
Scottsdale AZ 85258
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AZ
FL
TX
Recipient
Recipient CRD Number X None
Jared Nichelson None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4571 Santa Cruz Ave.
City State/Province/Country ZIP/Postal Code
San Diego CA 92107-3516
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number X None
Paul Butkiewicz None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2230 S. McClintock
City State/Province/Country ZIP/Postal Code
Tempe AZ 85282
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AZ
Recipient
Recipient CRD Number X None
Lynda Sampedro None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
431 Camino de Encanto
City State/Province/Country ZIP/Postal Code
Redondo Beach CA 90277
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
NV
Recipient
Recipient CRD Number X None
David Greenberg None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
13374 Devon Drive
City State/Province/Country ZIP/Postal Code
Jamul CA 91935
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number X None
Chad Miller None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2075 Acacia Drive
City State/Province/Country ZIP/Postal Code
San Marcos CA 92078
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number X None
Dave Billings None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1473 Bottle Tree
City State/Province/Country ZIP/Postal Code
Encinitas CA 92024
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AZ
CA
Recipient
Recipient CRD Number X None
John Orth None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4839 E. Horseshoe Rd.
City State/Province/Country ZIP/Postal Code
Paradise Valley AZ 85253
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AZ
Recipient
Recipient CRD Number X None
Marc Lantzman None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11696 Sorrento Valley Rd. Suite 201
City State/Province/Country ZIP/Postal Code
San Diego CA 92121
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number X None
Seth Brown None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
9609 E. Poinsettia
City State/Province/Country ZIP/Postal Code
Scottsdale AZ 85260
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AZ
CA
TX
Recipient
Recipient CRD Number X None
Rob Foley None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11437 E. Witethorn Dr.
City State/Province/Country ZIP/Postal Code
Scottsdale AZ 85262
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number X None
Kurt Valentine None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4425 E. Wildwood Drive
City State/Province/Country ZIP/Postal Code
Phoenix AZ 85048
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AZ
Recipient
Recipient CRD Number X None
Ken Lieberman None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
1112 Hohlfelder Road
City State/Province/Country ZIP/Postal Code
Glencoe IL 60022
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
IL
Recipient
Recipient CRD Number X None
Neil Malkus None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2281 Canyon Dr. Unit A-2
City State/Province/Country ZIP/Postal Code
Costa Mesa CA 92627
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number X None
Dan Gardenswartz None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
4221 Explorer Court
City State/Province/Country ZIP/Postal Code
La Mesa CA 91941
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number X None
Craig Engler None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
11385 Wild Meadow Pl.
City State/Province/Country ZIP/Postal Code
San Diego CA 92131
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AZ
Recipient
Recipient CRD Number X None
Luis Sampedro None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
431 Camino de Encanto
City State/Province/Country ZIP/Postal Code
Redondo Beach CA 90277
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NV
Recipient
Recipient CRD Number X None
Eric Greenberg None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
3963 Via Palo Verde Lago
City State/Province/Country ZIP/Postal Code
Alpine CA 91901
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number X None
Diane Howe None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
2641 Central Ave.
City State/Province/Country ZIP/Postal Code
Roseville CA 95747
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CA
Recipient
Recipient CRD Number X None
Gentry Wealth Management None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
7135 East Camelback Road Suite 235
City State/Province/Country ZIP/Postal Code
Scottsdale AZ 85251
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
AZ

13. Offering and Sales Amounts

Total Offering Amount $24,400,000 USD
or    Indefinite
Total Amount Sold $24,400,000 USD
Total Remaining to be Sold $0 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

  
 Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
176

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
   Estimate
Finders' Fees $1,000,000 USD
X Estimate

Clarification of Response (if Necessary):

Fees paid to Finders, if any, are subject to numerous contingencies, including authorization by the board of directors of the Issuer. The Issuer may engage Finders in the offering.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
   Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Rule 505 exemption, the issuer is not disqualified from relying on Rule 505 for one of the reasons stated in Rule 505(b)(2)(iii).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
PREMIER GROCERY INC Bradley A. Denton Bradley A. Denton Sr. Vice President and CFO 2009-10-02

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.