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

|                                                       |                                                                                         
|------------------------------------------------------ | ----------------------------------------------------------------------------------------
|                                                      
|FORM 10-K                                             
|                                                      
|(Mark One)                                            
|x                                                      | ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|For the
fiscal year ended June 30, 2011               
|                                                       |                                                                                         
|o                                                      | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|                                                       |                                                                                         
|For the transition period fromto  .                   
|                                                      
|Commission File No.: 001-34839                        
|                                                      
|Electromed, Inc.                                      
|(Exact name of Registrant as specified in its charter)

|                                                                          |                                            
|------------------------------------------------------------------------- | -------------------------------------------
|Minnesota                                                                 | 41-1732920                                 
|(State or other jurisdiction of
incorporation or organization)            | (IRS Employer
Identification No.)          
|500 Sixth Avenue NW, New Prague, MN 56071                                
|(Address of principal executive offices)                                 
|                                                                         
|(952) 758-9299                                                           
|(Registrants telephone number, including area code)                     
|                                                                         
|Securities registered pursuant to Section 12(b) of the Act:              
|                                                                          |                                            
|Common Stock $0.01 par value                                              | Nasdaq Capital Market                      
|(Title of each class)                                                     | (Name of each exchange on which registered)
|                                                                         
|Securities registered pursuant to Section 12(g) of the Exchange Act:
None
|                                                                         
|                                                                         

Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes o   No   x

Indicate by
check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes o   No   x

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 x   No  o

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 o No o

Indicate by
check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. x

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 o                                           | Accelerated filer
o        
|Non-accelerated
filer o (Do not check if smaller reporting company) | Smaller reporting company
x



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Indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Act).
    Yes   o   No
x

The aggregate
market value of the Common Stock held by non-affiliates of the Registrant as of
December 31, 2010 was approximately $18,460,401 based upon the closing price of
the Registrants Common Stock on such date.

There were
8,101,085 shares of the registrants common stock outstanding as of August 31,
2011.

DOCUMENTS
INCORPORATED BY REFERENCE

Portions of
the Definitive Proxy Statement for the registrants Fiscal 2012 Annual Meeting
of Shareholders, to be filed within 120 days of June 30, 2011, are incorporated
by reference into Part III of this Form 10-K.



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Electromed, Inc.
Index to Annual Report on Form 10-K

|         |          |  |                                                                                                              |   
|-------- | -------- |  | ------------------------------------------------------------------------------------------------------------ | --
|PART I   | 5       
|         | Item 1.  |  | Business                                                                                                     | 5 
|         | Item 1A. |  | Risk Factors                                                                                                 | 18
|         | Item 1B. |  | Unresolved Staff Comments                                                                                    | 18
|         | Item 2.  |  | Properties                                                                                                   | 18
|         | Item 3.  |  | Legal Proceedings                                                                                            | 18
|         | Item 4.  |  | (Removed and Reserved)                                                                                       | 18
|         |          |  |                                                                                                              |   
|PART II  | 18      
|         | Item 5.  |  | Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities | 18
|         | Item 6.  |  | Selected Financial Data                                                                                      | 20
|         | Item 7.  |  | Managements Discussion and Analysis of Financial Condition and
Results of Operations                        | 20
|         | Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                   | 27
|         | Item 8.  |  | Financial Statements and Supplementary Data                                                                  | 28
|         | Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure                         | 46
|         | Item 9A. |  | Controls and Procedures                                                                                      | 46
|         | Item 9B. |  | Other Information                                                                                            | 47
|         |          |  |                                                                                                              |   
|Part III | 47      
|         | Item 10. |  | Directors, Executive Officers and Corporate Governance                                                       | 47
|         | Item 11. |  | Executive Compensation                                                                                       | 47
|         | Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters               | 47
|         | Item 13. |  | Certain Relationships and Related Transactions, and Director
Independence                                    | 47
|         | Item 14. |  | Principal Accounting Fees and Services                                                                       | 47
|         | Item 15. |  | Exhibits, Financial Statement Schedules                                                                      | 48



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Table of Contents

INFORMATION REGARDING FORWARD LOOKING
STATEMENTS

Some
of the statements in this report may contain forward-looking statements that
reflect our current view on future events, future business, industry and other
conditions, our future performance, and our plans and expectations for future
operations and actions. In some cases, you can identify forward-looking
statements by the following words: anticipate, believe, continue,
could, estimate, expect, intend, may, ongoing, plan, potential,
predict, project, should, will, would, or the negative of these terms
or other comparable terminology, although not all forward-looking statements
contain these words. Our forward-looking statements in this report relate to
the following: our business strategy, including our intended level of
investment in research and development and marketing activities and our
expectations with respect to earnings and sales growth, industry relationships,
marketing strategies and international sales; our business strengths and
competitive advantages; our expectation that our products will continue to
qualify for reimbursement and payment under government and private insurance
programs; the expected impact of applicable regulations on our business; our belief
that our current facilities are adequate to support our growth plans; our
intended use of proceeds from our initial public offering; our intent to enter
into a separation agreement and release with our Chief Financial Officer; our
expectations with respect to ongoing compliance with the terms of our credit
facility; our intent to renew our line of credit; and our anticipated revenues,
expenses, and capital requirements. Many of these forward-looking statements
are located in this report under Item 1. BUSINESS; Item 2. PROPERTIES and
Item 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, but they may appear in other sections as well. These
statements involve known and unknown risks, uncertainties and other factors
that may cause our results or our industrys actual results, levels of
activity, performance or achievements to be materially different from the
information expressed or implied by these forward-looking statements.
Forward-looking statements are only predictions and are not guarantees of
performance. These statements are based on our managements beliefs and
assumptions, which in turn are based on currently available information.

You
should read this report thoroughly with the understanding that our actual
results may differ materially from those set forth in the forward-looking
statements for many reasons, including events beyond our control and
assumptions that prove to be inaccurate or unfounded. We cannot provide any
assurance with respect to our future performance or results. Our actual results
or actions could and likely will differ materially from those anticipated in
the forward-looking statements for many reasons, including the reasons
described in this report. These factors include, but are not limited to:

| |   |                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------
| |  | the
 competitive nature of our market;                                                              
| |   |                                                                                                     
| |  | the risks
 associated with expansion into international markets;                                    
| |   |                                                                                                     
| |  | changes to
 Medicare, Medicaid, or private insurance reimbursement policies;                        
| |   |                                                                                                     
| |  | changes to
 health care laws;                                                                       
| |   |                                                                                                     
| |  | changes
 affecting the medical device industry;                                                     
| |   |                                                                                                     
| |  | our need to
 maintain regulatory compliance and to gain future regulatory approvals and
 clearances;
| |   |                                                                                                     
| |  | our ability
 to protect and expand our intellectual property portfolio; and                         
| |   |                                                                                                     
| |  | general
 economic and business conditions.                                                          

4

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Table of Contents

PART I

Item 1.
Business.

Overview

Electromed,
Inc. (we, us, Electromed or the Company) was founded by Mr. Robert D.
Hansen and Mr. Craig N. Hansen and incorporated in Minnesota in 1992. In August
2010, we completed an initial public offering (IPO) of 1,700,000 shares of
our common stock. In September 2010, the underwriter in the IPO acquired an
additional 200,000 shares pursuant to the exercise of a portion of its over-allotment
option. Our common stock is traded on the NASDAQ Capital Market under the
ticker symbol ELMD.

We
manufacture, market and sell products that provide airway clearance therapy,
including the Electromed SmartVest® Airway Clearance System (Electromed
SmartVest System) and related products, to patients with compromised pulmonary
function. The Electromed SmartVest System generates High Frequency Chest Wall
Oscillation (HFCWO), also known as High Frequency Chest Compression, a
technique for airway clearance therapy. HFCWO facilitates airway clearance by
loosening and mobilizing respiratory secretions in a patients lungs. A vest is
worn over the torso that repeatedly compresses and releases the chest at
frequencies from 5 to 20 cycles per second. Each compression (or oscillation)
produces pulsations within the lungs that shear secretions from the surfaces of
the airways and propels them toward the mouth where they can be removed by
normal coughing. Unlike traditional chest physio-therapy, which must be
performed on the patient while he or she is placed in a series of often
uncomfortable positions, HFCWO can be performed with the patient sitting
upright.

Studies
show that HFCWO therapy is as effective an airway clearance method for patients
who have cystic fibrosis or other forms of compromised pulmonary function as
traditional chest physio-therapy administered by a respiratory therapist.
However, HFCWO can be self-administered, relieving a caregiver of participation
in the therapy, and eliminating the attendant cost of an in-home care provider.
We believe the treatments are cost-effective primarily because they reduce a
patients risk of respiratory infections and other secondary complications that
are associated with impaired mucus transport. Secondary complications, such as
pneumonia, may be serious or life-threatening and often result in costly
hospital visits.

The
Electromed SmartVest System is a portable, programmable, and multi-positional
airway clearance machine that generates HFCWO and has been approved by the Food
and Drug Administration (FDA) to treat the condition of excess lung
secretions. Consequently, it may be prescribed to patients suffering from
cystic fibrosis, chronic obstructive pulmonary disease, muscular dystrophy,
post-surgical airway complications and a variety of other diseases and
conditions associated with impaired lung and airway capacity. By clearing
airways, patients are able to rid their lungs of retained secretions and are
therefore less likely to develop lung infections such as pneumonia.

The
Electromed SmartVest System features a programmable electro-mechanical pulse
generator and a pneumatic therapy garment, which together provide safe,
comfortable, and effective airway clearance therapy. We believe that the
lightweight, portable design allows patients greater freedom to travel and
enjoy activities of daily living, resulting in enhanced quality of life for
patients using the Electromed SmartVest System. A broad range of vest sizes for
children and adults allow for tailored fit and function. User-friendly controls
allow children to administer their own daily therapy under adult supervision.
Our goal has been to make the HFCWO airway clearance treatments as comfortable
and convenient as possible so our patients can more easily tolerate their
regimen and be able to perform their treatments as readily as possible.

In
order to maintain and expand our position in the market for airway clearance
therapy products, we have assembled an experienced team of employees with
expertise in health care, product development, manufacturing, marketing, sales,
and financial management. For example, approximately 28% of our employees are
respiratory therapists. In addition, we engage over 300 respiratory therapists
and health professionals on a non-exclusive independent contractor basis to
educate and train customers on the Electromed SmartVest System. Our team also
includes several consultants who advise us on quality assurance, product
development, and financing, and who keep us apprised of industry developments
and opportunities in Europe.

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Table of Contents

Personnel

Our
management team has significant business experience and has developed industry
relationships, resulting from memberships in various respiratory care
professional groups and attendance, sponsorship and participation in numerous
medical conferences in the U.S., Europe, and Asia. In June 2011, we appointed
Dr. James J. Cassidy to the newly-created position of Chief Operating Officer. Dr.
Cassidy has extensive international management experience in the medical device
industry.

In
addition to relationships developed at the management level, our staff and
contractors, who often play a key role in the education of current and potential
customers, have developed trusted relationships across the U.S. with physicians
and other caregivers over the course of their careers. Approximately 28% of our
full-time employees, including our entire Patient Services Department and
approximately half of our sales representatives, are respiratory therapists.
Many of these individuals have extensive experience in the field of respiratory
care, and their relationships and experience are of great worth to us. These
individuals maintain a dialogue with clinics, patients, patient families, and
respiratory therapist trainers to ensure that our products are being properly
operated and are performing effectively. Additionally, our sales
representatives participate in various events, such as family days held by
the Cystic Fibrosis Foundation for cystic fibrosis patients, at which they have
an opportunity to demonstrate the effectiveness of the Electromed SmartVest
System and further develop relationships with patients, patient families,
physicians and hospitals.

In
order to ensure the efficient production of high-quality products, we employ
experienced personnel in our Engineering and Manufacturing Departments and work
with an established network of vendors who permit us to integrate all assembly
and quality assurance on a single campus.

Our Products

Our
products are primarily used in the home health care market. We also sell our
products for use in hospitals, which we refer to as institutional sales.
Accordingly, our points of contact are home health care use, hospitals,
clinics, and pulmonary rehabilitation centers, both domestically and
internationally. The Electromed SmartVest System is a doctor-prescribed therapy
and, depending on the circumstances of the patient, its cost to an individual
is generally reimbursable by Medicare, Medicaid, private insurance, or a
combination of the three. We have received clearance from the FDA to market our
products.

The Electromed
SmartVest System

The
Electromed SmartVest System consists of a pneumatic therapy garment, an
electronic pulse generator for creating and controlling force pulses, and a
single hose which extends the force pulses from the generator to the pneumatic
vest. The Electromed SmartVest System is a portable airway clearance therapy
system that gives the patient direct control over the most difficult and
time-consuming aspects of respiratory therapy, and provides caregivers an
easier and more reproducible means of administering therapy to disabled or
bedridden patients. The Electromed SmartVest System also has other appealing
practical features, including improved ease of use and a non-clinical
appearance. We believe these attributes particularly appeal to children,
teenagers and young adults who represent the majority of the cystic fibrosis
patient population. Our system allows the patient to be relatively mobile while
therapy is being given, unlike manual chest physical therapy in which the
patient must remain in a fixed position.

The
Electromed SmartVest System therapy garment offers the following features:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Design:
 We have pioneered a vest design that provides consistent and controlled pulse
 pressure that is distributed throughout the vest and treats the entire front
 and back thoracic (chest) cavity. The Electromed vest is low profile,
 featuring a soft, breathable fabric. Some competitive models have reduced
 weight and size of their vests by reducing coverage area of the chest and
 applying pressure to the chest only. We do not endorse or employ a partial coverage
 vest, and all of our products offer 360-degree coverage. Our vest uses a
 flow-through system design, which improves patient comfort by providing a
 continuous accommodation grid of air release holes in the vest air bladder,
 allowing air releases to automatically adjust. This can prevent lags in pulse
 pressure accommodation as compared to a closed-loop system, in which
 electronic signal generators must continuously send changes in air fill
 instruction to the air pump. We believe heightened patient comfort is
 realized because of our flow-through design.

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Table of Contents

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Size and
 Ease of Use: The Electromed SmartVest System is
 available in eight sizes to accommodate children and adults. The simple
 design of the Velcro and overlap closure system creates a broad size
 adjustment range to insure a properly tailored fit. It also makes the
 Electromed vest easier to clean and disinfect than some competitors
 products, which often use straps and buckles. The patented design includes a
 removable bladder, permitting the therapy garment to be easily washed and
 dried. This feature also helps improve infection control efforts.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | Material:
 An attractive washable nylon shell with quick fit Velcro provides an
 appealing non-clinical look and feel, which we believe enhances self-esteem
 and patient compliance.                                                                                                                                                                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |  | Modular
 Assembly: The Electromed vests modular assembly
 allows the custom modification of the manifold to enhance pulsation and avoid
 local areas of sensitivity such as incisions and catheters.                                                                                                                                                                                                                                                                                                                                                                            
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

The
Electromed SmartVest Systems electronic pulse generator features the following
important aspects:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Portable
 Design: The pulse generator for the Electromed
 SmartVest System is streamlined and fits into a roller bag for easy
 transport. Our products vest and hose are carried in a small companion bag.
 The unit is relatively lightweight and can be readily carried or rolled by an
 individual. The system complies with airline carry-on size limits and can be
 carried onto an airplane or stowed in the trunk of a car, allowing patients
 greater freedom to travel.                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | Single-Hose
 System: When the Electromed SmartVest System is in
 use, a single hose delivers the pulsation to the vest, which we believe
 provides therapy in a more comfortable and unobtrusive manner than a two-hose
 system. In addition to facilitating patient comfort, the single-hose system
 provides effective treatment by simplifying delivery of the air pulse energy
 to the lungs. The pulse is delivered evenly from the base of the SmartVest
 therapy garment, extending the force pulses upward and inward in strong but
 smooth cycles of 360-degree latitudes, which delivers simultaneous treatment
 to the patients chest and back and all lobes of the lungs.                                   
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | Programmable
 Pulse Generation: The Electromed SmartVest System
 uses a pulse generator with an internal programmable memory feature to
 generate a pneumatic pulse electronically. The pulse frequency can be
 adjusted from 5 to 20 cycles per second, which accommodates the required
 therapeutic range. The range can be preset with programmable controls, in
 order to assure patient safety and specific treatment requirements. For
 example, the unit can be programmed to deliver a varying pulse frequency
 during the course of a treatment session without requiring manually directed
 changes. We believe this feature adds convenience and enhances patient
 compliance with treatment protocol choices.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | Power Supply:
 The Electromed SmartVest System also includes a power supply suitable for use
 in international markets, such that voltage and amperage are accommodated
 automatically.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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Table of Contents

Other Products

We
market the Electromed Single Patient Use Vest (SPUV) and Electromed
SmartVest Wrap® to health care providers, particularly those working in
intensive care units. Hospitals issue the SPUV or Electromed SmartVest Wrap to
one patient for the duration of his or her stay. Both products facilitate continuity
of care because they introduce the patient to our product line and may
encourage use of the Electromed SmartVest System for home care, which can be
provided to the chronic condition patient upon discharge. Both products provide
full coverage pulsation. The SPUV is a full-sized vest that is often used for
patients undergoing institutional treatment who are already accustomed to using
an Electromed SmartVest System. The SPUV is intended for short-term, in-patient
use and allows the patient to avoid contaminating his or her home-use vest
while continuing treatment in a hospital or other facility.

The
Electromed SmartVest Wrap, which we introduced in 2007, is lightweight,
convenient, and well-suited for patients recovering from surgery and short-term
illnesses. We believe that the design of the Electromed SmartVest Wrap, which
lacks a vest outer shell, makes it easy for the health care professional to
operate because it does not need to go over the patients head, minimizing the
need to move post-surgical patients and avoiding interference with other
apparatuses the patient may be using. In addition, the wrap is reversible,
which allows the air pulse generator to be aligned on either side of a hospital
bed. We believe that our ability to provide a relatively more comfortable
therapy alternative to patients results in a higher likelihood of patient
cooperation and consistent use.

We
have designed and patented a mobile pedestal, which we manufacture and provide
with sales of our institutional models of the Electromed SmartVest System. The
mobile pedestal allows for easy transport within the medical facility. This
unit includes a pneumatic feature, permitting ease of movement in raising and
lowering the vertical position of the generator.

Our Markets

We
market our HFCWO products to a broad patient population. For patients with a
chronic pulmonary condition, many hours per day may be dedicated to a variety
of treatments. The Electromed SmartVest System provides effective airway clearance
therapy in a comfortable and portable design which allows patients greater
independence and speed of treatment. Building from a foundation of product
quality, as well as our dedication to customer service, our goal is to be a
consistent innovator in providing airway clearance therapy to patients with
compromised pulmonary function.

Because
sale of the Electromed SmartVest System is by physicians prescription only, we
market to health care professionals, such as doctors, nurses, respiratory
therapists, and clinic coordinators. However, with respect to both our in-home
and institutional products, the health care professionals decisions may be
based on preferences expressed by patients. Therefore, we believe that it is
also important to market our products to patients and caregivers. In addition,
because the availability of reimbursement is an important consideration for
health care professionals and patients, we must also prove the effectiveness of
our product to public and private insurance providers.

The
Electromed SmartVest System is currently prescribed to patients who suffer from
cystic fibrosis (CF), chronic obstructive pulmonary disease (COPD),
bronchiectasis, neuro-muscular disorders or post-surgical complications and patients
who are ventilator dependent or have other conditions involving excess
secretion and impaired mucus transport. When we entered the market in 2000, we
focused on providing our product to CF patients because we felt those
individuals could greatly benefit from treatment from our HFCWO system and it
was the indication most likely to qualify for reimbursement at that time. Over
time, we have expanded our focus to include post-surgical and intensive care
patients at risk of developing pneumonia, patients with end-stage neuromuscular
disease, and ventilator-dependent patients.

8

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Table of Contents

The
essential requirements that make a patient a candidate for airway clearance
therapy are compromised respiratory function with a need to:

| |   |                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------
| |  | secure
 airway clearance therapy on a cost-effective long-term basis, confidently and
 with relative ease;
| |   |                                                                                                           
| |  | maintain
 and/or improve pulmonary status;                                                                
| |   |                                                                                                           
| |  | mobilize
 secretions several times per day; and                                                           
| |   |                                                                                                           
| |  | carry out
 activities of daily living.                                                                    

The
Electromed SmartVest System is designed to meet the individual patients needs
by providing a therapy that is efficient, is easy to administer, and can be
performed independently. Electromeds established marketing and product support
services provide education, training, and follow-up with the patient population
to insure the product is integrated into their daily treatment regimen. We
believe advantages of the Electromed SmartVest System to the independent
patient include:

| |   |                                                                                                                            
| | - | ---------------------------------------------------------------------------------------------------------------------------
| |  | usually can
 be reimbursed by private insurance, by federal or state government programs
 or combinations of the foregoing;
| |   |                                                                                                                            
| |  | consistent
 treatments at home;                                                                                            
| |   |                                                                                                                            
| |  | independence
 from a dedicated caregiver;                                                                                  
| |   |                                                                                                                            
| |  | portability;                                                                                                               
| |   |                                                                                                                            
| |  | improved
 comfort during therapy; and                                                                                      
| |   |                                                                                                                            
| |  | improved
 self-image.                                                                                                      

Marketing, Sales and Distribution

During
our 2011 fiscal year, we worked to expand and reposition our domestic sales
force. We believe these efforts contributed to our revenue growth in fiscal
2011. We expect to achieve future earnings and sales growth through focusing on
continuing educational opportunities and industry relationships, building
distributor relationships in Europe and Asia, and maintaining leadership in
product innovation.

We
participate in medical conferences and maintain industry contacts in order to
increase the visibility of our products and acceptance by physicians and health
care professionals, as well as patients. In addition , we have a designated
marketing department and place advertisements in leading medical magazines and
journals in the U.S. and Europe. We also believe that the Internet has provided
us with a marketing benefit in recent years, as several overseas distributors
have contacted us after visiting our website.

9

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Table of Contents

North American
Marketing

Approximately
half of our domestic sales representatives are respiratory therapists. Each
sales representative, or Clinical Area Manager (CAM), is responsible for
introducing our products, principally the Electromed SmartVest System, to
clinics and hospitals within a specific geographical area, and are also able to
provide training and continued support to customers. As of June 30, 2011, we
had 28 total sales representatives, including a national sales manager, 3
regional sales managers, and 24 CAMs. Collectively, our sales force covers the
entire United States and portions of Canada, which we have divided into West,
Midwest, and East regions. Each clinical area manager is assigned to a
particular territory within one of the three regions. We have also developed a
network of over 300 respiratory therapists and health care professionals to
assist with training patients across the U.S. on a non-exclusive independent
contractor basis. We believe that the professional knowledge of the CAMs and
trainers demonstrates our commitment to customer service and facilitates sales.

International
Marketing

In
fiscal 2011, our international sales comprised approximately 3.2% of net
revenue. Internationally, we have made sales in fifteen different countries. In
addition to sales made in Canada, the principal countries in which we have made
sales internationally, and the countries in which our principal distributors
are located, are Italy, Japan and Taiwan. We are actively identifying
distributors and other international sales opportunities.

Our
historical practice and continued intent includes developing long-term
relationships with distributors who have knowledge and experience in serving
respiratory physicians and patients in the host country. Units are sold at a
consistent price with payment made directly from the distributor, rather than
allowing payments consistent with reimbursement procedures as is the case for
domestic sales. For all international sales, our Quality Assurance Department
and Chief Financial Officer monitor pricing, payments and conforming regulatory
practice. Our Chief Executive Officer and Marketing Director oversee the growth
and performance of international sales.

Competition

HFCWO
was first developed for CF patients at the University of Minnesota. The purpose
of HFCWO is to provide more effective mucus clearance in a form that could be
performed independently of a caregiver. The original technology was licensed to
American Biosystems, Inc. (now Advanced Respiratory, Inc. (ARI), part of
Hill-Rom Holdings, Inc., a publicly traded company) which, until the
introduction of our original MedPulse Respiratory Vest System® in 2000, was the
only manufacturer of this technology. All of ARIs products use a two-hose,
closed-loop system, in contrast to the single-hose, flow-through system that we
designed, which we believe provides greater ease of use and patient comfort. In
2005, Respiratory Technologies, Inc., a privately held company doing business
as RespirTech, received FDA clearance to market their inCourage system (the
inCourage System), which includes a HFWCO vest. Like the Electromed SmartVest
System, ARIs The Vest and RespirTechs inCourage System are cleared for market
by the FDA.

From
a clinical performance perspective, all HFCWO products meet a common standard
of substantial equivalence. As a result, features and benefits such as number
of hoses required to deliver the therapy (one hose versus two hoses),
construction quality, appearance of the generator, reputation for patient
services, and sales effectiveness of field personnel have become key variables.
We believe that the product features of the Electromed SmartVest System enable
us to compete effectively, particularly when health care professionals,
patients, and caregivers are provided with demonstrations of product choices
prior to committing to a specific product. We often provide demonstration units
to encourage such comparisons. Unlike our competitors products, the Electromed
SmartVest System has a single-hose, flow-through system design and an
adjustable vest made from soft, breathable and washable fabric. We use Velcro
in our patented vest to provide a tailored fit, as opposed to an inflatable fit
model. In addition to product features, our focus on providing exemplary
customer training and service, along with our commitment to engage and retain
highly motivated employees and contractors, many of whom are medical
professionals, provides a valuable competitive advantage.

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Alternative
products for administering pulmonary therapy include:

| |   |                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Positive
 Expiratory Pressure (PEP) mask, which provides backpressure into the lungs
 on expiration to keep respiratory tracts open longer to drain;       
| |   |                                                                                                                                                              
| |  | The Flutter® (Scandipharm), a tube which vibrates
 on expiration;                                                                                            
| |   |                                                                                                                                                              
| |  | Acapella®
 Vibratory PEP Therapy System (Smiths Medical), a handheld device that
 combines PEP with oscillations;                                            
| |   |                                                                                                                                                              
| |  | Intrapulmonary
 Percussive Ventilation Device, generally comprised of a ventilator that
 combines positive air pressure with nebulisation as appropriate; and
| |   |                                                                                                                                                              
| |  | Traditional
 Chest Physical Therapy (CPT), which is usually performed one to four times
 per day.                                                          

Physicians
may prescribe some or all of these devices and techniques, depending upon each
patients health status, severity of disease, compliance, or personal
preference. We believe our primary competitive advantage over alternative
treatments is patient comfort, ease of use, and the effectiveness of HFCWO
treatment as compared to CPT and other alternative treatments. Because HFCWO is
not technique dependent, as compared to most other pulmonary therapy
products, therapy begins automatically once power is provided and remains
consistent and controlled for the duration of the session. We strive to make
the Electromed SmartVest System an increasingly attractive and comfortable form
of HFCWO therapy. We believe that HFCWO therapy generally, and the Electromed
SmartVest System in particular, produces less interference with daily
activities, which increases the likelihood of regular use. We believe these
advantages encourage physicians to prescribe and patients to request the
Electromed SmartVest System for pulmonary therapy. Reimbursement for the diverse
patient populations for each of these pulmonary therapies varies greatly
because a patients medical care costs are typically addressed by a combination
of private insurance and government benefit schedules, as well as state health
care policies and programs.

Research and Development

In
addition to the 21 U.S. patents and 7 foreign patents that we currently hold,
we have a number of pending patent applications domestically and
internationally.

As
of June 30, 2011, our research and development staff consisted of three
full-time employee engineers. We also receive engineering support from several
consultants, including Mr. Craig N. Hansen, pursuant to an agreement with
Hansen Engine Corporation. See Part III, Item 13, Certain Relationships and
Related Transactions, and Director Independence. Our team, the majority of
whom have experience in respiratory therapy and medical device development, has
a demonstrated record of developing new products which receive the appropriate
product approvals and regulatory clearances, with our products having been
approved or cleared in the U.S., Canada, and the member countries of the
European Economic Area.

During
the fiscal years ended June 30, 2011 and 2010 we incurred research and development
expenses of $1,034,000 and $601,000, respectively. As a result of our expected
investments in enhancing the Electromed SmartVest System, we intend to spend at
least 5% of net revenue on research and development activities for the
foreseeable future.

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Intellectual Property

As
of June 30, 2011, we held 21 issued U.S. patents and 7 foreign patents covering
the Electromed SmartVest System and its underlying technology, and had 32
pending U.S. and foreign patent applications. These patents and patent
applications offer coverage in the field of air pressure pulse delivery to a
human in support of airway clearance. Our first U.S. patent expires in 2013 and
in Canada in 2016.

We
generally pursue patent protection for patentable subject matter in our
proprietary devices in foreign countries in which we make regular sales. We
have been granted patent protection in Canada, New Zealand and South Africa. We
have additional patent applications pending in Canada, Japan, and South Korea
and with the European Patent Organization, whose member states include Spain,
Croatia, Greece, Italy, Portugal, and Romania.

We
have also received the following U.S. trademark and service mark registrations:
MEDPULSE, MEDPULSE RESPIRATORY VEST SYSTEM, SMARTVEST, SMARTVEST WRAP,
SMARTWRAP, FACT, SOFT START, TRIMLINE, and CREATING SUPERIOR CARE THROUGH
INNOVATION.

Manufacturing

Our
headquarters in New Prague, Minnesota include a dedicated manufacturing and
engineering facility of more than 10,000 square feet. Our site has been
regularly audited by the FDA, in accordance with FDA practices, and we maintain
our operations in a manner consistent with FDA requirements for a medical
device manufacturer. Our manufacturing processes emphasize simplicity, cost-effectiveness,
and a capacity to realize increases in production volume with escalation in
demand. All employees are responsible for maintaining specific manufacturing
and quality standards, which are monitored by our quality assurance manager
under an extensive system designed to satisfy FDA and International
Organization for Standardization (ISO) standards.

Our
staff is responsible for manufacturing each Electromed SmartVest System. While
components are outsourced based upon detailed specifications, each Electromed
SmartVest System is assembled, tested, and approved for final shipment at our
manufacturing site in New Prague, Minnesota, under careful control consistent
with FDA, Underwriters Laboratory (UL), and ISO standards. While all third-party
vendors present some degree of risk of supply or impairment issues, many of our
vendors are located within 100 miles of our headquarters, which enables us to
closely monitor the supply chain. We maintain at least a two-month supply of
all of our critical components, and the
materials used in the Electromed SmartVest System are generally available from
a number of suppliers.

A
rigorous quality standard is applied to components received from vendors. Any
adverse findings result in the quarantine of any out of specification
components. Before an Electromed SmartVest System is shipped to a patient,
rigorous testing is again applied to match the performance of the air pulse
generator with the particular vest size stipulated for the patient.

Seasonality

Our
business is not materially affected by seasonality.

Product Warranties

We
provide a warranty on the Electromed SmartVest System that covers the cost of
replacement parts and labor, or a new Electromed SmartVest System in the event
we determine a full replacement is necessary. For Electromed SmartVest Systems
initially purchased and currently located in the United States and Canada, we
provide a lifetime warranty to the individual patient for whom the system is
prescribed. For products sold to patients in Greece, we provide a five-year
warranty. For sales to institutions within the United States and Canada, and
for all other sales to individuals and institutions made outside of the United
States, Canada and Greece, we provide a three-year warranty. Our warranties
provide that if a newer model of our systems has been developed and sold
between the time of purchase of the original system and we determine the need
for replacement, we may replace the system with a newer model at our
discretion.

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Third-Party Reimbursement

In
the U.S., individuals who use the Electromed SmartVest System will generally
rely on third-party payers, including private payers and governmental payers
such as Medicare and Medicaid, to cover and reimburse all or part of the cost
of using the Electromed SmartVest System. Reimbursement for HFCWO therapy and
the Electromed SmartVest System varies among public and private insurance
providers.

Most
patients are able to qualify for reimbursement and payment from Medicare,
Medicaid, private insurance or combinations of the foregoing. We expect that
subsequent generations of HFCWO products will also qualify for reimbursement
under Medicare Plan B and most major health plans. However, some third-party
payers must also approve coverage for new or innovative devices or therapies
before they will reimburse health care providers who use the medical devices or
therapies. In addition, we face the risk that new or modified products could
have a lower reimbursement rate, or that the levels of reimbursement currently
available for our existing products could decrease, which would hamper our
ability to market and sell that product. Consequently, our sales will continue
to depend in part on the availability of coverage and reimbursement from
third-party payers, even though our devices may have been cleared for
commercial distribution by the FDA. The manner in which reimbursement is sought
and obtained varies based upon the type of payer involved and the setting in
which the procedure is furnished. The nature of any future legislation is
uncertain, making it difficult for us to predict the impact of cost-containment
trends on operating results.

A
key element in our customer support strategy has been achieved by establishing
an effective reimbursement department to seek insurance authorization and
process claims on behalf of the patient. The skill and knowledge gained and
offered by our reimbursement department is an important factor in building our
revenue and serving patients financial interests. Our payment terms allow
patients to acquire the Electromed SmartVest System over a period of 1 to 15
months, which is consistent with reimbursement procedures followed by Medicare
and other third parties. The amount we receive for any single unit is based on
reimbursement schedules and may vary based on a number of factors, including
Medicare and third-party reimbursement processes and policies. The patient
maintains the risk of reimbursement to the Company in the event of non-payment
by third-party payers.

Payments
for overseas sales are made directly by the distributors, and we are not
involved in the reimbursement process. Overseas sales were approximately 3.2%
of our net revenue in fiscal 2011.

Governmental Regulation

Medicare and
Medicaid

Recent
government and private sector initiatives in the U.S. and foreign countries are
aimed to limit the growth of health care costs, including price regulation,
competitive pricing, coverage and payment policies, comparative effectiveness
of therapies, technology assessments, and managed-care arrangements, and are
causing the marketplace to put increased emphasis on the delivery of more
cost-effective medical devices. Government programs, including Medicare and
Medicaid, have attempted to control costs by limiting the amount of
reimbursement they will pay for particular procedures or treatments,
restricting coverage for certain products or services, and implementing other
mechanisms designed to constrain utilization and contain costs. In addition,
many private insurance programs look to Medicare as a guideline in setting
their coverage policies and payment amounts. This has created an increasing
level of price sensitivity among customers.

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Table of Contents

Product Regulations

Our
medical devices are subject to regulation by numerous government agencies,
including the FDA and comparable foreign agencies. To varying degrees, each of
these agencies requires us to comply with laws and regulations governing the
development, testing, manufacturing, labeling, marketing, and distribution of
our medical devices. Since inception, management has retained the necessary
clinical, medical and legal expertise to support required clearances and
approvals to market our products. A full-time quality assurance manager as well
as a consulting regulatory and clinical expert provide detailed oversight of
their respective areas of responsibility. The Companys Chief Operating Officer
provides oversight with respect to the manufacturing, quality assurance,
research and development, and product development activities of the company.

We
have received clearance from the FDA to market our products, including the
Electromed SmartVest System, as a powered percussor. On April 7, 2004, our
Model 2000ez SMARTVEST was cleared to market by the FDA pursuant to a 510(k)
submission.

We
obtained ISO 9001 Certification in January 2005, which demonstrates to our
international distributors and customers that our products conform to uniform
standards for manufacturing quality and that our business meets certain
professional standards. In addition, we obtained clearance to use the European
Union CE Mark on our products in April 2005. The CE Mark is required for medical
device sales in countries within the European Economic Area, which includes the
twenty-seven member countries of the European Union as well as Iceland,
Liechtenstein, Norway, Switzerland, Turkey, and other European countries that
may adopt EU standards voluntarily. Renewal of the CE Mark is required every
five years, and our notified body performs an annual audit to ensure that we
are in compliance with all applicable regulations. We have maintained our CE
Mark in good standing since originally receiving it and most recently renewed
it in January 2010. We also require all of our distributors to comply with
their home country regulations.

FDA
Approval Requirements

If
we develop new medical devices or modifications to existing products that would
affect the products safety or effectiveness, we may be required to obtain FDA
clearance before marketing the new or modified product in the U.S., either
through the 510(k) clearance process or the more complex Premarket Approval
Application process. The application process may be time consuming and
expensive, particularly if clinical trials are required. Failure to obtain such
clearances or approvals could adversely affect our ability to grow our
business. Delays in receipt or failure to receive clearances or approvals, the
loss of previously received clearances or approvals, or the failure to comply
with existing or future regulatory requirements could have a material adverse
effect on our business.

Continuing
Product Regulation

In
addition to its approval processes for new products, the FDA may require
testing and surveillance programs to monitor the effects of previously approved
products that have been commercialized, and may prevent or limit further
marketing of products based on the results of these post-marketing programs. At
any time after approval of a product, the FDA may conduct periodic inspections
to determine compliance with both the FDAs Quality System Regulation (QSR)
requirements and/or current medical device reporting regulations. Product
approvals by the FDA can be withdrawn due to failure to comply with regulatory
standards or the occurrence of unforeseen problems following initial approval.
The failure to comply with regulatory standards or the discovery of previously
unknown problems with a product or manufacturer could result in fines, delays
or suspensions of regulatory clearances, seizures or recalls of products (with
the attendant expenses), the banning of a particular device, an order to
replace or refund the cost of any device previously manufactured or
distributed, operating restrictions and criminal prosecution, as well as
decreased sales as a result of negative publicity and product liability claims.

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We
are required to register with the FDA as a device manufacturer and, as a
result, we are subject to periodic inspection by the FDA for compliance with
the FDAs QSR requirements, which require manufacturers of medical devices to
adhere to certain regulations, including testing, quality control and
documentation procedures. In addition, the federal Medical Device Reporting
regulations require us to provide information to the FDA whenever there is
evidence that reasonably suggests that a device may have caused or contributed
to a death or serious injury or, if a malfunction were to occur, could cause or
contribute to a death or serious injury. Compliance with applicable regulatory
requirements is subject to continual review and is rigorously monitored through
periodic inspections by the FDA. We are also required to maintain certain
certifications in order to sell products internationally, and we undergo
periodic inspections by notified bodies to obtain and maintain these
certifications.

Advertising
and promotion of medical devices, in addition to being regulated by the FDA,
are also regulated by the Federal Trade Commission and by state regulatory and
enforcement authorities. Recently, promotional activities for FDA-regulated
products of other companies have been the subject of enforcement action brought
under health care reimbursement laws and consumer protection statutes.
Competitors and others can also initiate litigation relating to advertising
claims. If the FDA determines that our promotional materials or training constitutes
promotion of an unapproved or uncleared use, it could request that we modify
our training or promotional materials or subject us to regulatory or
enforcement actions, including the issuance of an untitled letter, a warning
letter, injunction, seizure, civil fine or criminal penalties. It is also
possible that other federal, state or foreign enforcement authorities might
take action if they consider our promotional or training materials to
constitute promotion of an unapproved use, which could result in significant
fines or penalties under other statutory authorities, such as laws prohibiting
false claims for reimbursement.

Fraud and Abuse Laws

Federal
health care laws apply when we or customers submit claims for items or services
that are reimbursed under Medicare, Medicaid or other federally-funded health
care programs. The principal federal laws include: the False Claims Act which
prohibits the submission of false or otherwise improper claims for payment to a
federally-funded health care program; the Anti-Kickback Statute which prohibits
offers to pay or receive remuneration of any kind for the purpose of inducing
or rewarding referrals of items or services reimbursable by a federal health
care program; and health care fraud statutes that prohibit false statements and
improper claims with any third-party payer. There are often similar state false
claims, anti-kickback, and anti-self referral and insurance laws that apply to
state-funded Medicaid and other health care programs and private third-party
payers. In addition, the U.S. Foreign Corrupt Practices Act can be used to
prosecute companies in the U.S. for arrangements with physicians, or other
parties outside the U.S. if the physician or party is a government official of
another country and the arrangement violates the law of that country.
Enforcement of all of these regulations has become increasingly stringent,
particularly due to more prevalent use of the whistleblower provisions under
the False Claims Act, which allow a private individual to bring actions on
behalf of the federal government alleging that the defendant has submitted a
false claim to the federal government and to share in any monetary recovery. If
a governmental authority were to conclude that we are not in compliance with applicable
laws and regulations, we and our officers and employees could be subject to
severe criminal and civil penalties including substantial penalties, fines and
damages, and exclusion from participation as a supplier of product to
beneficiaries covered by Medicare or Medicaid.

HIPAA
and Other Fraud and Privacy Regulations

Federal
and state laws protect the confidentiality of certain patient health
information, including patient records, and restrict the use and disclosure of
such information. In particular, the U.S. Department of Health and Human
Services has issued patient privacy and security standards for electronic
health information under the Health Insurance Portability and Accountability
Act of 1996 and its implementing regulations (HIPAA).

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The
HIPAA privacy and security standards govern the use and disclosure of protected
health information by covered entities, which are healthcare providers that
submit electronic claims, health plans and healthcare clearinghouses. Because
we provide our products directly to patients and bill third-party payers such
as Medicare, Medicaid, and insurance companies, we are a covered entity and
must comply with these standards. The government intended this legislation to
reduce administrative expenses and burdens for the health care industry;
however, our compliance with certain provisions of these standards entails
significant costs for us. Failure to comply with HIPAA or any state or foreign
laws regarding personal data protection may result in significant fines or
penalties and/or negative publicity. In addition to federal regulations issued
under HIPAA, some states have enacted privacy and security statutes or
regulations that, in some cases, are more stringent than those issued under
HIPAA. In those cases, it may be necessary to modify our planned operations and
procedures to comply with the more stringent state laws. If we fail to comply
with applicable state laws and regulations, we could be subject to additional
sanctions.

The
HIPAA health care fraud and false statement statutes also prohibit, among other
things, knowingly and willfully executing, or attempting to execute, a scheme
to defraud any health care benefit program, including private payers, and
knowingly and willfully falsifying, concealing or covering up a material fact
or making any materially false, fictitious or fraudulent statement or
representation in connection with the delivery of or payment for health care
benefits, items or services.

Environmental Laws

We
are also subject to various environmental laws and regulations both within and
outside the U.S. Like other medical device companies, our operations involve
the use of substances regulated under environmental laws, primarily
manufacturing and sterilization processes. To the best of our knowledge at this
time, we do not expect that compliance with environmental protection laws will
have a material impact on our consolidated results of operations, financial
position, or cash flows.

Employees

As
of June 30, 2011, we employed 92 total employees, 85 of which are full-time
employees. Of our 92 employees, approximately 28% are respiratory therapists
who are licensed by appropriate state professional organizations, including all
of the employees in our Patient Services Department and approximately half of
our sales representatives. In addition, we retain as independent contractors
several expert consultants, who assist with quality assurance, product
development, marketing, and international opportunities. We also retain over
300 respiratory therapists and health care professionals on a non-exclusive
independent contractor basis to provide training to our customers in the U.S.
Approximately 85% of these independent contractors are credentialed by the
National Board for Respiratory Care as either Certified Respiratory Therapists
or Registered Respiratory Therapists. The remainder of these health care
professionals are licensed in fields such as respiratory care, nursing or
physical therapy. We believe that providing our customers with the opportunity
to obtain support and training from health care professionals underscores our
commitment to professional service and high quality.

None
of our employees are covered by a collective bargaining agreement. We believe
our relations with our employees are good.

Executive Officers of the Registrant

Set
forth below are the names, titles, periods of service, and business experience
of our executive officers.

|                     |  |    |     |                                       |       | 
|-------------------- |  | -- | --- | ------------------------------------- | ----- | 
|Name                 |  |    | Age |                                       | Title | 
|                     |  |    |     |                                       |       | 
|Robert D. Hansen     |  | 71 |     | Chairman and Chief
 Executive Officer
|                     |  |    |     |                                       |       | 
|Terry M. Belford     |  | 60 |     | Chief Financial Officer              
|                     |  |    |     |                                       |       | 
|Dr. James J. Cassidy |  | 52 |     | Chief Operating Officer              
|                     |  |    |     |                                      

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Robert D. HansenChairman and Chief Executive
Officer

Mr.
Hansen co-founded Electromed in 1992 and is responsible for the strategic
direction and development of the Company. Mr. Hansen is also a co-founder and
is President and Chief Executive Officer of Hansen Engine Corporation, a research
and development company that provides research and development services to
Electromed. Mr. Hansen joined Hansen Engine Corporation in January 1983 and has
over forty years of business leadership and investment industry experience. Mr.
Hansen devotes approximately 5% of his time attending to matters related to
Hansen Engine Corporation where he is primarily responsible for corporate
governance matters through his service as a member of Hansen Engine
Corporations board of directors. He was also the founder and CEO of LockerMate
Corporation until January 1995. Mr. Hansen received a BA Degree from Dana
College (1964), Masters of Arts Degree from the University of Cincinnati in
U.S. History (1966), and a Masters of Divinity Degree (1976) from Luther
Theological Seminary. He completed additional graduate studies in U.S. economic
history and foreign policy at the University of Cincinnati. In 1996, Mr. Hansen
was awarded a Mini-MBA in Managing Growing Companies from the University of
St. Thomas. Among other attributes, skills, experiences and qualifications, our
Board believes that Mr. Hansens history with Electromed and management and
investment industry experience allow him to make a valuable contribution as a
director. Mr. Hansen is the brother of Craig N. Hansen, one of our directors.

Terry M. Belford, CPA, CMAChief Financial
Officer

Mr.
Belford joined Electromed in January 2004 as its Chief Financial Officer.
Before joining Electromed, Mr. Belford worked for seventeen years as an
independent accountant and consultant, serving clients in the distributing,
importing, and manufacturing industries. Prior to that he served for several
years as a controller and chief financial officer for both established and
start-up companies in the above mentioned industries. Mr. Belford earned a
Bachelor of Science degree from the University of Missouri and also holds both
CPA and CMA designations. He is a member of the American Institute of Certified
Public Accountants, the Minnesota Society of Certified Public Accountants and
the Institute of Certified Management Accountants. On August 19, 2011, we
entered into a Transition Agreement with Mr. Belford, pursuant to which he will
retire effective on the earlier of October 31, 2011 or the date on which our
new Chief Financial Officer commences employment.

Dr. James J. CassidyChief Operating Officer

Dr.
Cassidy was appointed by Electromed in June 2011 to the newly created position
of Chief Operating Officer. Dr. Cassidy has extensive international management
experience in the medical device industry. From March 2010 to May 2011, Dr.
Cassidy offered business development and technology consulting services to the
medical device industry through TransAtlantic Medical Device Consulting, LLC,
an entity which he founded. Prior to that, Dr. Cassidy was the Chief Operating
Officer of Vertebral Technologies, Inc. from June 2009 to February 2010 and the
Vice President of Development for ApaTech, Ltd. from September 2004 to February
2009. Dr. Cassidy has also served as the Chief Executive Officer of successful
start-up companies in the US (CERAbio) and Europe (Cartificial). In addition,
Dr. Cassidy serves as a general partner of Epic BioVentures, LLC, a company
that invests in and advises medical technology businesses. Dr. Cassidy has a doctorate
in Biomedical Engineering from Case Western Reserve University and an MBA from
the University of Memphis.

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Table of Contents

Item 1A. Risk
Factors.

As
a smaller reporting company, we are not required to provide disclosure pursuant
to this item.

Item 1B.
Unresolved Staff Comments.

As
a smaller reporting company, we are not required to provide disclosure pursuant
to this item.

Item 2.
Properties.

We
own our principal headquarters and manufacturing facilities, consisting of
approximately 24,000 total square feet, which are located on an approximately
2.3 acre parcel at 500 Sixth Avenue NW, New Prague, Minnesota 56071 and 502
Sixth Avenue NW, New Prague, Minnesota 56071. Effective July 1, 2011, we also
began leasing approximately 20,000 square feet of warehouse space in a building
adjacent to the manufacturing facilities. We are in the process of converting
approximately 10,000 square feet of the newly leased building to office space.
Management considers the current facilities to be satisfactory for our growth
plans. In addition, we believe there is sufficient space within the lot in New
Prague for additions to the most recently constructed building.

Item 3. Legal
Proceedings.

Occasionally,
we may be party to legal actions, proceedings, or claims in the ordinary course
of business, including claims based on assertions of patent and trademark
infringement. Corresponding costs are accrued when it probable that loss will
be incurred and the amount can be precisely or reasonably estimated. We are not
aware of any undisclosed actual or threatened litigation that would have a
material adverse effect on our financial condition or results of operations.

Item 4. (Removed
and Reserved).

PART II

Item 5. Market
for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities.

Market Information

Our
common stock began trading on the NASDAQ Capital Market on August 13, 2010
under the symbol ELMD in connection with our initial public offering. The
following table sets forth the high and low sales prices of our common stock by
quarter during the 2011 fiscal year. Our stock was not publicly traded during
fiscal 2010.

|               |  |                   |   |      |  |  |   |      | 
|-------------- |  | ----------------- | - | ---- |  |  | - | ---- | 
|               |  | 2011
 Fiscal Year |  
|               |  |                   |  
|Quarter
 Ended |  | High              |   | Low  | 
|               |  |                   |   |      | 
|September 30   |  |                   | $ | 4.35 |  |  | $ | 3.25 | 
|               |  |                   |   |      |  |  |   |      | 
|December 31    |  |                   | $ | 3.79 |  |  | $ | 3.25 | 
|               |  |                   |   |      |  |  |   |      | 
|March 31       |  |                   | $ | 3.84 |  |  | $ | 2.94 | 
|               |  |                   |   |      |  |  |   |      | 
|June 30        |  |                   | $ | 3.94 |  |  | $ | 3.11 | 
|               |  |                   |   |      |  |  |   |      | 

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Table of Contents

Holders

As
of August 31, 2011, there were 163 registered holders of our common stock.

Dividends

We
have never paid cash dividends on any of our securities. We currently intend to
retain any earnings for use in operations and do not anticipate paying cash
dividends in the foreseeable future. Currently, the agreement governing our
credit facility restricts our ability to pay cash dividends.

Recent Sales of Unregistered Equity
Securities

In
May 2011, we issued 600 shares of common stock to an existing shareholder
pursuant to a warrant exercise, for aggregate cash consideration of $1,800. The
transaction did not involve an underwriter. We believe the transaction was
exempt from the registration requirements of the Securities Act of 1933, as
amended, by virtue of Section 4(2) thereof, because the issuance did not
involve a public offering, the recipient acquired the shares for investment and
not resale, and we have taken appropriate measures to restrict transfer.

Purchase of Equity Securities by the Company

None.

Use of Proceeds

We
completed our initial public offering of shares of common stock, $0.01 par
value (the IPO) during the first quarter of our 2011 fiscal year. The
effective date of our registration statement relating to the IPO, filed on Form
S-1 under the Securities Act of 1933 (File No. 333-166470), was August 12,
2010. Net proceeds from the IPO totaled approximately $5,946,000. We have used
and intend to use the remainder of the net proceeds from the IPO to make
payments on our existing indebtedness; add employees to our Reimbursement,
Patient Services and Administrative Departments; add members to our sales force
and further develop our focus on institutional sales; continue our research and
development efforts; and for general corporate purposes, including to finance
equipment purchases and other capital expenditures in the ordinary course of
business and to satisfy working capital needs.

During
the 2011 fiscal year, we used an estimated $3,097,000 from the net proceeds. We
made net payments of approximately $436,000 on our line of credit and term debt
with U.S. Bank, National Association. In addition, we used approximately
$314,000 to fund the addition of employees to our Reimbursement, Patient
Service, and Administrative Departments; approximately $380,000 to add members
to our sales force; and approximately $335,000 for expenses associated with
being a public company, such as legal, accounting, and other professional fees.
Due to the increase in sales during our 2011 fiscal year, we estimate
approximately $1,200,000 of the net proceeds were also used to finance the
growth in accounts receivable. Finally, we used approximately $432,000 of the
net proceeds from the IPO to fund our research and development efforts. A
portion of this amount was paid to Hansen Engine Corporation, a research and
development company that provides us with engineering services pursuant to a
Letter Agreement dated February 16, 2010. Robert D. Hansen, Craig N. Hansen,
and Thomas M. Hagedorn are shareholders and directors of Hansen Engine
Corporation, and Robert D. Hansen serves as President and Chief Executive
Officer of that entity. See Part III, Item 13, Certain Relationships and
Related Transactions, and Director Independence.

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Item 6. Selected
Financial Data.

As a smaller
reporting company, we are not required to provide disclosure pursuant to this
item.

Item 7.
Managements Discussion and Analysis of Financial Condition and Results of
Operations.

The
following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our financial statements and the
accompanying notes included elsewhere in this Report. The forward-looking
statements include statements that reflect managements beliefs, plans,
objectives, goals, expectations, anticipations and intentions with respect to
our future development plans, capital resources and requirements, results of
operations, and future business performance. Our actual results could differ
materially from those anticipated in the forward-looking statements included in
this discussion as a result of certain factors, including, but not limited to,
those discussed in the section entitled Information Regarding Forward-Looking
Statements immediately preceding Part I of this Report.

Overview

Electromed,
Inc. (we, us, Electromed or the Company) was incorporated in 1992. We
are engaged in the business of providing innovative airway clearance products applying
High Frequency Chest Wall Oscillation (HFCWO) technologies in pulmonary care
for patients of all ages.

We
manufacture, market and sell products that provide HFCWO, including the
SmartVest® Airway Clearance System (Electromed SmartVest System) and related
products, to patients with compromised pulmonary function. Our products are
sold for both the home health care market and the institutional market for use
by patients in hospitals, which we refer to as institutional sales. For approximately
eleven years, we have marketed the Electromed SmartVest System and its
predecessor products to patients suffering from cystic fibrosis, chronic
obstructive pulmonary disease (COPD), bronchiectasis and repeated episodes of
pneumonia. Additionally, we offer our products to a patient population that
includes post-surgical and intensive care patients at risk of developing
pneumonia, patients with end-stage neuromuscular disease, and
ventilator-dependent patients.

Because
sale of the Electromed SmartVest System is by a physicians prescription only,
we market to physicians and health care providers as well as directly to
patients. In addition to distributors overseas, we have established our own
domestic sales force, which we believe is able to provide superior support and
training to our customers. In addition, we have non-exclusive independent
contractor arrangements with over 300 respiratory therapists and health care
professionals who also provide education and training to our customers. Further,
although the reimbursement process is subject to many contingencies, the
Electromed SmartVest System is often eligible for reimbursement from major
private insurance providers, HMOs, state Medicaid systems, and the federal
Medicare system, which is an important consideration for patients considering
an HFCWO course of therapy.

For
domestic sales, the Electromed SmartVest System may be reimbursed under the
Medicare-assigned billing code for High Frequency Chest Wall Oscillation
devices if the patient has cystic fibrosis, bronchiectasis (including chronic
bronchitis or COPD that has resulted in a diagnosis of bronchiectasis), or any
one of certain enumerated neuro-muscular diseases, and can demonstrate that
another less expensive physical or mechanical treatment did not adequately
mobilize retained secretions. Private payers consider a variety of sources,
including Medicare, as guidelines in setting their coverage policies and
payment amounts.

We
have been generating revenue from the sale of the Electromed SmartVest System
or its predecessor products since 2000 and have generated net income since the
fiscal year ended June 30, 2006. For the fiscal year ended June 30, 2011, we
generated revenue of approximately $19,004,000 and net income of approximately
$1,056,000. Our sales growth rate was 32.9% for the 2011 fiscal year compared
to the 2010 fiscal year and was 10.0% for the 2010 fiscal year compared to the
2009 fiscal year. Net income as a percentage of sales was 5.6% in 2011 compared
to 6.4% in 2010. Management believes the increase in net income in dollars was
primarily the result of the increased sales resulting from expansion of our
sales force. The decrease in net income as a percentage of sales was the result
of higher expenses from expansion of the sales force and higher direct sales
and sales support expenses, along with increased expenses relating to being a
public company.

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Critical Accounting Policies and Estimates

During
the preparation of our consolidated financial statements, we are required to
make estimates, assumptions and judgments that affect reported amounts. Those
estimates and assumptions affect our reported amounts of assets and
liabilities, our disclosure of contingent assets and liabilities, and our
reported revenues and expenses. We update these estimates, assumptions and
judgments as appropriate, which in most cases is at least quarterly. We use our
technical accounting knowledge, cumulative business experience, judgment and
other factors in the selection and application of our accounting policies.
While we believe the estimates, assumptions and judgments we use in preparing
our consolidated financial statements are appropriate, they are subject to
factors and uncertainties regarding their outcome and therefore, actual results
may materially differ from these estimates. The following is a summary of our
primary critical accounting policies and estimates. Please also refer to Note 1
to the Consolidated Financial Statements, included in Part II, Item 8 of this
Report.

Revenue Recognition
and Allowance for Doubtful Accounts

Revenues
from direct patient sales are recorded at the amount to be received from
patients under their arrangements with third-party payers, including private
insurers, prepaid health plans, Medicare and Medicaid. In addition, we record
an estimate for selling price adjustments which often arise from changes in a
patients insurance coverage, changes in a patients state of domicile,
insurance company coverage limitations or patient death. We periodically review
originally billed amounts and our collection history and make changes to the
estimation process by considering any changes in recent collection or sales
allowance experience, but have not made material adjustments to previously
recorded revenues and receivables.

Other
than the installment sales as discussed below, we expect to receive payment on
the vast majority of accounts receivable within one year and therefore classify
all receivables as current assets. However, in some instances, payment for
direct patient sales can be delayed or interrupted resulting in a small portion
of collections occurring later than one year. In the event receivables are
expected to be paid over longer intervals than one year, we recognize revenue
under the installment method.

Certain
third-party reimbursement agencies pay us on a monthly installment basis, which
can span from 18 to 60 months in the cases of Wisconsin, New York and Texas
Medicaid, which constitute the majority of our installment method sales. Due to
the length of time over which reimbursement is received, we believe that the
inherent uncertainty of collection due to external factors noted above
precludes us from making a reasonable estimate of revenue at the time the
product is shipped. In certain circumstances, the patient must periodically
attest that the unit continues to be utilized as a prerequisite to continued
reimbursement coverage. Therefore, we believe the installment method is
appropriate for these sales. If the third party reimbursement agency
discontinues payment and we determine no further payments will be made from the
patient, the carrying value of the account receivable is written off as a
period adjustment against the previously recognized sales. Under the
installment method, we do not record accounts receivable or revenue at the time
of product shipment. We defer the revenue associated with the sale and, as each
installment is received, that amount is recognized as revenue. Deferred costs
associated with the sale are amortized to cost of revenue ratably over the
estimated period in which collections are scheduled to occur.

Accounts
receivable are also net of an allowance for doubtful accounts, which are
accounts from which payment is not expected to be received although product was
provided and revenue was earned. Management determines the allowance for
doubtful accounts by regularly evaluating individual customer receivables and
considering a customers financial condition and credit history. Receivables
are written off when deemed uncollectible. Recoveries of receivables previously
written off are recorded when received.

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We
request that customers return to us previously-sold units that are no longer in
use, in order to limit the possibility that such units would be resold by
unauthorized parties or used by individuals without a prescription. The
customer is under no obligation to return the product; however, we do reclaim
the majority of previously sold units upon the discontinuance of patient usage.
We have not obtained certification to recondition and resell returned units.
Returned units are primarily used for warranty replacement parts and
demonstration equipment. Returned products do not have significant value to us
as the costs of becoming certified to resell, reclamation and reconditioning
typically exceed the costs of producing a new unit.

Valuation of
Long-lived and Intangible Assets

Long-lived
assets, primarily property and equipment and finite-life intangible assets are
evaluated for impairment whenever events or changes in circumstances indicate
the carrying value of an asset may not be recoverable. In evaluating
recoverability, the following factors, among others, are considered: a significant
change in the circumstances used to determine the amortization period, an
adverse change in legal factors or in the business climate, a transition to a
new product or service strategy, a significant change in customer base, and a
realization of failed marketing efforts. The recoverability of an asset is
measured by a comparison of the unamortized balance of the asset to future
undiscounted cash flows. If we believe the unamortized balance is
unrecoverable, we would recognize an impairment charge necessary to reduce the
unamortized balance to the estimated fair value of the asset. The amount of
such impairment would be charged to operations at the time of determination.

Property
and equipment are stated at cost less accumulated depreciation. We use the
straight-line method for depreciating property and equipment over their
estimated useful lives, which range from 3 to 39 years. Our finite-life
intangibles consist of patents and trademarks and their carrying costs include
the original cost of obtaining the patents, periodic renewal fees, and other
costs associated with maintaining and defending patent and trademark rights.
Patents and trademarks are amortized over their estimated useful lives,
generally 15 and 12 years, respectively, using the straight-line method. During
the years ended June 30, 2011 and 2010, we incurred legal defense costs
associated with a trademark infringement lawsuit filed against us (see Note 9
to the Consolidated Financial Statements included in Part II, Item 8 of this
Report). Such legal defense costs are being capitalized and amortized over the
remaining useful life of the trademark. We expect future amortization expense
to increase as we incur additional costs associated with our patents and
trademarks.

Allowance for Excess
and Slow-moving Inventory

An
allowance for potentially slow-moving or excess inventories is made based on
our analysis of inventory levels on hand and comparing it to expected future
production requirements, sales forecasts and current estimated market values.

Income Taxes

We
recognize deferred tax assets and liabilities based on the differences between
the financial statement carrying amounts and the tax basis of assets and
liabilities. We provide a valuation allowance for deferred tax assets if we
determine, based on the weight of available evidence, that it is more likely
than not that some or all of the deferred tax assets will not be realized.

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Warranty Reserve

We
provide a lifetime warranty on products sold to patients in the United States
and Canada, a three-year warranty for institutional sales within the United
States and Canada, a five-year warranty on products sold to patients in Greece,
and a three-year warranty on all other sales to individuals and institutions
outside of the United States, Canada and Greece. We estimate, based upon a
review of historical warranty claim experience, the costs that may be incurred
under our warranty policies and record a liability in the amount of such
estimate at the time a product is sold. The warranty cost is based upon future
product performance and durability, and is estimated largely based upon
historical experience. We estimate the average useful life of our products to
be approximately five years. Factors that affect our warranty liability include
the number of units sold, historical and anticipated rates of warranty claims,
the product useful life, and cost per claim. At our discretion, based upon the
cost to either repair or replace a product, we have occasionally replaced such
products covered under warranty with a new model. We periodically assess the
adequacy of our recorded warranty liability and make adjustments to the accrual
as claim data and historical experience warrant.

Share-Based
Compensation

Share-based
payment awards consist of warrants issued to employees for services, and to
nonemployees in lieu of cash payment for products or services. Expense is
estimated using the Black-Scholes pricing model at the date of grant and the
portion of the award that is ultimately expected to vest is recognized on a
straight-line basis over the requisite service or vesting period of the award.
In determining the fair value of our share-based payment awards, we make
various assumptions when using the Black-Scholes pricing model including
expected risk free interest rate, stock price volatility, life and forfeitures.

Results of Operations

Fiscal Year Ended
June 30, 2011 Compared to Fiscal Year Ended June 30, 2010

Revenues

Revenue
results for the twelve month periods are summarized in the table below (dollar
amounts in thousands).

|                                 |  |                              |        |  |                     |   |        |  |  |    |       |   |  |      |   
|-------------------------------- |  | ---------------------------- | ------ |  | ------------------- | - | ------ |  |  | -- | ----- | - |  | ---- | --
|                                 |  | Twelve Months Ended June 30, |        |  | Increase (Decrease)
|                                 |  | 2011                         |        |  | 2010                |   |       
|Total Revenue                    |  | $                            | 19,004 |  |                     | $ | 14,304 |  |  | $  | 4,700 |   |  | 32.9 | % 
|                                 |  |                              |        |  |                     |   |        |  |  |    |       |   |  |      |   
|Home Care Revenue                |  | $                            | 17,348 |  |                     | $ | 13,109 |  |  | $  | 4,239 |   |  | 32.3 | % 
|                                 |  |                              |        |  |                     |   |        |  |  |    |       |   |  |      |   
|International Revenue            |  | $                            | 608    |  |                     | $ | 647    |  |  | ($ | 39    | ) |  | (6.0 | %)
|                                 |  |                              |        |  |                     |   |        |  |  |    |       |   |  |      |   
|Government/Institutional Revenue |  | $                            | 1,048  |  |                     | $ | 548    |  |  | $  | 500   |   |  | 91.2 | % 
|                                 |  |                              |        |  |                     |   |        |  |  |    |       |   |  |      |   

Home
Care Revenue. Our home care revenue increased by 32.3% or approximately
$4,239,000 in fiscal 2011 compared to fiscal 2010. This resulted from a 29.1%
increase in referrals, from 2,076 in 2010 to 2,680 in 2011, and a 14.1%
increase in approvals from third party payers, from 1,323 in 2010 to 1,510 in
2011. We attribute this increase primarily to an increase in productivity by
our existing sales staff as they continued to expand and strengthen their
relationships with customers. In addition, we employed 26 full time equivalents
in sales in fiscal 2011 compared to 18 in fiscal 2010, an increase of 44.4%.

International
Revenue. International
revenue decreased by 6.0% in fiscal 2011, or $39,000. Revenue from sales in
Asia and the Middle East in fiscal 2011 increased by approximately $98,000 and
$12,000 respectively over fiscal 2010, while sales in Europe and Central/South
America decreased by approximately $85,000 and $64,000 respectively over fiscal
2010. Sales to Europe continued to be negatively affected by the debt crises
and austerity programs in many European countries.

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Government/Institutional
Revenue. Revenue
from sales to government and private institutions increased by approximately
$500,000 in fiscal 2011 compared to fiscal 2010. Revenue from sales to the U.S.
Department of Veteran Affairs (VA) and other government institutions rose by
approximately $114,000 or 91.9% from approximately $124,000 in fiscal 2010 to
approximately $238,000 in fiscal 2011. Revenue from sales to private
institutions increased by approximately $386,000 or 91.0% from approximately
$424,000 in fiscal 2010 to approximately $810,000 in fiscal 2011. The above
increases were driven both by increased number of institutions as customers and
a higher average total yearly sales amount per institution.

Gross Profit

Gross
profit increased to $13,778,000, or 72.5% of net revenues, for the fiscal year
ended June 30, 2011, from approximately $10,378,000, or 72.6% of net revenues,
for the fiscal year ended June 30, 2010. The increase in gross profit dollars
resulted from the increase in sales volume.

Operating expenses

Selling,
general and administrative expenses. Selling, general and
administrative expenses for the fiscal year ended June 30, 2011 were
approximately $10,874,000, compared to approximately $7,981,000 for the same
period in the prior year, an increase of approximately $2,893,000 or 36.2%.
SG&A payroll and compensation related expenses increased by approximately
$1,391,000 or 36.7% to approximately $5,181,000. SG&A payroll expenses
constituted 27.3% of sales in fiscal 2011 compared to approximately $3,790,000
or 26.5% of sales in fiscal 2010. The increase was primarily driven by the
increase in size of the sales force and supporting staff as well as higher
incentive compensation paid to our sales staff due to higher net revenues. In
addition, due to the increase in number of total employees and reporting
requirements related to being a public company, we added management personnel.
Travel, meals and entertainment, and trade show expenses increased by
approximately $467,000 to approximately $1,619,000, or 8.5% of sales, in fiscal
2011 compared to approximately $1,152,000, or 8.1% of sales, in fiscal 2010.
This increase was primarily due to the increased size of the sales force.

Legal
and professional fees increased by approximately $378,000 to approximately
$690,000, or 3.6% of sales, compared to approximately $312,000, or 2.2% of
sales, in 2010, due to the need for additional accounting and legal services
associated with the reporting and compliance requirements of being a public
company in 2011 as compared to being a private company in 2010. Advertising and
marketing expenses increased by approximately $275,000 to approximately
$823,000, or 4.3% of sales, in fiscal 2011 compared to approximately $548,000,
or 3.8% of sales, in fiscal 2010. Management expects to spend approximately 5%
of sales on advertising and marketing expenses during fiscal 2012 . Patient training
expenses increased by approximately $121,000 to approximately $476,000, or 2.5%
of sales, in fiscal 2011 compared to approximately $355,000, or 2.5% of sales,
in 2010. The increase in patient training expenses was primarily driven by the
increase in number of referrals. Insurance expenses increased by approximately
$108,000 to approximately $701,000, or 3.7% of sales, in fiscal 2011 compared
to approximately $593,000, or 4.1% of sales, in 2010. General liability
insurance expenses are driven by sales volume and workers compensation expenses
are driven by payroll levels, both of which increased in fiscal 2011. In
addition we had an increase of approximately $59,000 in directors &
officers liability expenses due to becoming a public company.

Research
and development expenses.Research and development (R&D) expenses were
approximately $1,034,000 or 5.4% of sales and $601,000 or 4.2% for the fiscal
years ended June 30, 2011 and 2010, respectively, a planned increase of
approximately $433,000. As a percentage of sales, management expects to spend
at least 5.0% of sales on R&D expenses for the foreseeable future.

Interest expense

Interest
expense decreased to approximately $191,000 in fiscal 2011, compared to
$263,000 in fiscal 2010, a decrease of approximately $72,000. The decrease was
due to a combination of a decrease in average debt outstanding due to payments
on term loans and lower average interest rates on outstanding debt.

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Income tax expense

Income
tax expense was $623,000 in fiscal 2011, compared to $599,000 in the 2010
fiscal year. The effective income tax rate in 2011 was approximately 37.1%
compared to approximately 39.5% in 2010. The decrease in the effective rate is
due to discrete items recorded in fiscal 2011, which related to
higher than originally estimated tax credits and differences between our actual
income tax obligation for 2010 as compared to the amount originally estimated.

Net income

Net
income for the twelve months ended June 30, 2011 was approximately $1,056,000,
or 5.6% of revenues, compared to approximately $916,000, or 6.4% of revenues,
in the same period in fiscal 2010. The dollar increase in net income was the
result of higher sales and gross profit, which was partially offset by
increases in expenses. The decrease in net income as a percentage of sales was
the result of higher expenses from expansion of our sales force, R&D
efforts, and increased reporting and compliance requirements of being a public
company.

Liquidity and Capital Resources

Cash Flows and
Sources of Liquidity

Cash
Flows from Operating Activities

For
the fiscal year ended June 30, 2011, our net cash used in operating activities
was approximately $1,415,000. Our net income of approximately $1,056,000 was
adjusted for non-cash expenses of approximately $477,000 and a decrease in
current liabilities of approximately $646,000. Net income was also offset by
approximately $3,016,000, $385,000 and $193,000 increases in accounts
receivable, inventories, prepaid expenses and other current assets,
respectively.

For
the fiscal year ended June 30, 2010, our net cash provided by operating
activities was approximately $608,000. Cash flows provided by operations
primarily consisted of net income of $934,000, adjusted for non-cash expenses
of approximately $452,000, offset by approximately $229,000, $292,000 and
$111,000 increases in accounts receivable, inventories, prepaid expenses and
other current assets, respectively and a decrease in current liabilities of
approximately $145,000.

Cash
Flows from Investing Activities

For
the fiscal year ended June 30, 2011, cash used in investing activities was
approximately $1,111,000. Cash used in investing activities primarily consisted
of approximately $452,000 in net expenditures for property and equipment and
$659,000 in payments for patent and trademark costs, the majority of which
related to the defense of our SmartVest trademark.

For
the fiscal year ended June 30, 2010, cash used in investing activities was
approximately $909,000. During the fiscal year ended June 30, 2010, we paid
approximately $514,000 in costs related to defending our SmartVest trademark,
$270,000 for purchases of property and equipment, and $125,000 for the purchase
of the minority interest in Electromed Financial, LLC.

Cash
Flows From Financing Activities

For
the fiscal year ended June 30, 2011, cash provided by financing activities was
approximately $6,007,000, consisting of approximately $6,364,000 net proceeds
from the issuance of common stock in our initial public offering, $26,000 from
exercise of warrants, and $60,000 in proceeds from subscription notes
receivable. This was offset by principal payments on long-term debt of
approximately $436,000.

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For
the fiscal year ended June 30, 2010, cash provided by financing activities was
approximately $550,000. Short- and long-term borrowings during the period,
which included borrowings under our U.S. Bank credit facility, were
approximately $4,288,000. The proceeds from the U.S. Bank credit facility were
primarily used to pay off the principal balance of existing debt. Proceeds from
the issuance of common stock were approximately $391,000. Offsetting the cash
provided by financing activities were principal payments on long-term debt of
approximately $3,649,000 and payments of $418,000 of deferred costs associated
with our initial public offering.

Adequacy of Capital
Resources

We
currently have a credit facility with U.S. Bank, National Association (U.S.
Bank) that provides for a $3,500,000 revolving line of credit, which is
renewable annually at November 30 of each year, and $2,520,000 in term debt. A
$1,520,000 Term Loan bears interest at 5.79% (Term Loan A). The remaining
$1,000,000 term loan bears interest at 4.28% (Term Loan B). Interest on the
operating line of credit accrues at LIBOR plus 2.75% (3.00% at June 30, 2011)
and is payable monthly. The amount eligible for borrowing on the line of credit
is limited to 60% of eligible accounts receivable less the outstanding balance
on our Term Loan B. The line of credit is scheduled to expire on November 30,
2011, if not renewed. Term Loan A requires monthly payments of principal and
interest of approximately $10,700 and has a maturity date of December 9, 2014.
Term Loan B requires monthly payments of principal and interest of
approximately $29,600 and has a maturity date of December 9, 2012. As of June
30, 2011, we had approximately $1,768,000 outstanding on the operating line of
credit and approximately $1,940,000 outstanding on the term loan debt for a
total outstanding under the U.S. Bank credit facility of $3,708,000. As of June
30, 2011, we had net unused availability of $1,732,000 under the line of
credit. We are required to pay a fee of 0.125% per annum on unused portions of
the revolving line of credit.

The
agreement governing the credit facility contains certain covenants that
restrict our ability to, among other things, pay cash dividends, incur
indebtedness or liens, change Chief Executive Officer or Chief Financial
Officer, merge or consolidate with any person, or sell, lease, assign, transfer
or otherwise dispose of any assets other than in the ordinary course of
business. The agreement also contains financial covenants that require
maintenance of certain fixed charge and cash flow leverage ratios. We were in
compliance with all requirements under the credit facility as of June 30, 2011.
Subsequent to fiscal year end, we reached an agreement with our Chief Financial
Officer pursuant to which he will retire effective on the earlier of October
31, 2011 or the date on which our new Chief Financial Officer commences
employment. We expect to obtain consent from U.S. Bank with respect to this
event.

On
August 13, 2010, we completed the sale of 1,700,000 shares of common stock, par
value $0.01 per share, in an IPO, at an offering price of $4.00 per share. On
September 28, 2010, Feltl and Company, Inc., the underwriter of the IPO,
acquired 200,000 shares of our common stock at a price of $4.00 per share,
pursuant to exercise of its over-allotment option. Gross proceeds from the
issuance of common stock in connection with the IPO, including the
overallotment option, were approximately $7,600,000. After deducting the
payment of underwriters discounts and commissions and offering expenses, our
net proceeds from the sale of shares in the IPO, including the overallotment
option, were approximately $5,946,000.

For
fiscal 2011 and 2010, we spent approximately $466,000 and $270,000 on property
and equipment, respectively. We currently expect to finance equipment purchases
with borrowings under our credit facility and cash flows from operations. We may
need to incur additional debt if we have an unforeseen need for additional
capital equipment or if our operating performance does not generate adequate
cash flows.

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In
connection with the employment agreements we entered into with our Chief
Executive Officer and Chief Financial Officer on January 1, 2010, we may be
required to make cash payments to these officers if they resign following a
change in control or are terminated at any time without cause. With respect to
a resignation upon a change in control, the amount of the severance payment
would be equal to two times the annual base salary then in effect. With respect
to a termination without cause, the amount of the severance payment would be
equal to the base salary of the executive then in effect. In each instance, the
executive would also be entitled to a pro rata portion of any earned but unpaid
incentive compensation at the time of termination, the severance would be
payable in a lump sum within 60 days of the separation event, and the executive
would, in order to receive the severance and continued benefits, be required to
sign a release of claims against us, return all property owned by Electromed
and agree not to disparage us.

On
August 19, 2011, we entered into a Transition Agreement with our Chief
Financial Officer, pursuant to which he will retire effective on the earlier of
October 31, 2011 or the date on which our new Chief Financial Officer commences
employment. We expect to enter into a Separation Agreement and Release on the
effective date of Mr. Belfords retirement, which will supersede Mr. Belfords
January 1, 2010 employment agreement. The Separation Agreement and Release will
provide that Mr. Belford will receive approximately $27,600 as payment for
accrued but unused vacation time and a payment in the amount of approximately
$147,000 representing six months of separation pay and a pro rata portion of
the calendar year 2011 bonus payment, which amount will be paid in a lump sum
on the first day of the seventh month following the effective date of Mr.
Belfords retirement. In exchange, Mr. Belford will execute a general release
of claims, will continue to be bound by the terms of his Non-Competition,
Non-Solicitation and Confidentiality Agreement dated January 1, 2010, and will
provide consulting and transition services as reasonably requested by the
Company through December 31, 2011.

Based
on our current operational performance, we believe our cash and available
borrowings under the existing credit facility will adequately provide our
liquidity needs for, at a minimum, the next twelve months. We intend to renew
our line of credit with U.S. Bank, National Association upon its maturity date
on November 30, 2011. However, we cannot guarantee that we will be able to renew
our line of credit or procure additional financing upon favorable terms, if at
all.

Certain Information Concerning Off-Balance
Sheet Arrangements

We
have no off-balance sheet arrangements.

New Accounting Pronouncements

For
recently issued accounting pronouncements, see Note 1 to the Consolidated
Financial Statements, included in Part II, Item 8 of this Report.

Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.

As
a smaller reporting company, we are not required to provide disclosure pursuant
to this item.

27

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Table of Contents

Item 8. Financial Statements and
Supplementary Data.

Index to
Financial Statements

|                                                         |  |     
|-------------------------------------------------------- |  | ----
|                                                         |  | Page
|                                                         |  |     
|Report of
 Independent Registered Public Accounting Firm |  | 29  
|                                                         |  |     
|Consolidated
 Balance Sheets                             |  | 30  
|                                                         |  |     
|Consolidated
 Statements of Income                       |  | 31  
|                                                         |  |     
|Consolidated
 Statements of Changes in Equity            |  | 32  
|                                                         |  |     
|Consolidated
 Statements of Cash Flows                   |  | 33  
|                                                         |  |     
|Notes to
 Consolidated Financial statements              |  | 35  

28

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Table of Contents

Report
of Independent Registered Public Accounting Firm

To the Board
of Directors and Stockholders
Electromed, Inc. and Subsidiary

We have
audited the accompanying consolidated balance sheets of Electromed, Inc. and
Subsidiary as of June 30, 2011 and 2010, and the related consolidated
statements of income, equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

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

In our
opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Electromed, Inc.
and Subsidiary as of June 30, 2011 and 2010, and the results of their
operations and their cash flows for the years then ended in conformity with U.S.
generally accepted accounting principles.

/s/ McGladrey
& Pullen, LLP

Minneapolis,
MinnesotaSeptember 14, 2011

29

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Table of Contents

Electromed, Inc. and Subsidiary
Consolidated Balance Sheets
June 30, 2011 and 2010

|                                                                                                                                    |  |         |            |      |   |            |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ------- | ---------- | ---- | - | ---------- | -
|                                                                                                                                    |  | June 30 |           
|                                                                                                                                    |  | 2011    |            | 2010 |  
|Assets                                                                                                                              |  |         |            |      |   |            |  
|Current Assets                                                                                                                      |  |         |            |      |   |            |  
|Cash and cash equivalents                                                                                                           |  | $       | 4,091,739  |      | $ | 610,727    |  
|Accounts receivable (net of allowances for doubtful accounts of
 $45,000)                                                           |  |         | 9,593,105  |      |   | 6,577,002  |  
|Inventories                                                                                                                         |  |         | 1,855,957  |      |   | 1,470,775  |  
|Prepaid expenses and other current assets                                                                                           |  |         | 371,257    |      |   | 269,193    |  
|Deferred income taxes                                                                                                               |  |         | 722,000    |      |   | 514,000    |  
|Total current assets                                                                                                                |  |         | 16,634,058 |      |   | 9,441,697  |  
|Property and equipment, net                                                                                                         |  |         | 2,807,082  |      |   | 2,688,941  |  
|Finite-life intangible assets, net                                                                                                  |  |         | 1,235,828  |      |   | 1,055,776  |  
|Deferred common stock offering costs                                                                                                |  |         | -          |      |   | 828,034    |  
|Other assets                                                                                                                        |  |         | 191,964    |      |   | 128,789    |  
|Total assets                                                                                                                        |  | $       | 20,868,932 |      | $ | 14,143,237 |  
|                                                                                                                                    |  |         |            |      |   |            |  
|Liabilities and Equity                                                                                                              |  |         |            |      |   |            |  
|Current Liabilities                                                                                                                 |  |         |            |      |   |            |  
|Revolving line of credit                                                                                                            |  | $       | 1,768,128  |      | $ | 1,768,128  |  
|Current maturities of long-term debt                                                                                                |  |         | 438,267    |      |   | 397,886    |  
|Accounts payable                                                                                                                    |  |         | 733,621    |      |   | 1,239,827  |  
|Accrued compensation                                                                                                                |  |         | 868,229    |      |   | 665,083    |  
|Warranty reserve                                                                                                                    |  |         | 444,096    |      |   | 363,277    |  
|Other accrued liabilities                                                                                                           |  |         | 161,166    |      |   | 68,097     |  
|Total current liabilities                                                                                                           |  |         | 4,413,507  |      |   | 4,502,298  |  
|                                                                                                                                    |  |         |            |      |   |            |  
|Long-term debt, less current maturities                                                                                             |  |         | 1,582,102  |      |   | 2,033,325  |  
|Deferred income taxes                                                                                                               |  |         | 167,000    |      |   | 145,000    |  
|Total liabilities                                                                                                                   |  |         | 6,162,609  |      |   | 6,680,623  |  
|                                                                                                                                    |  |         |            |      |   |            |  
|Commitments and Contingencies (Note 9)                                                                                              |  |         |            |      |   |            |  
|                                                                                                                                    |  |         |            |      |   |            |  
|Equity                                                                                                                              |  |         |            |      |   |            |  
|Electromed, Inc. equity:                                                                                                            |  |         |            |      |   |            |  
|Common stock, $0.01 par value; authorized: 13,000,000 shares; issued
 and outstanding: 8,100,485 and 6,187,885 shares, respectively |  |         | 81,005     |      |   | 61,879     |  
|Additional paid-in capital                                                                                                          |  |         | 12,794,368 |      |   | 6,685,362  |  
|Retained earnings                                                                                                                   |  |         | 1,853,450  |      |   | 797,873    |  
|                                                                                                                                    |  |         |            |      |   |            |  
|Common stock subscriptions receivable for shares outstanding of
 15,000 and 48,500, respectively                                    |  |         | (22,500    | )    |   | (82,500    | )
|                                                                                                                                    |  |         |            |      |   |            |  
|Total equity                                                                                                                        |  |         | 14,706,323 |      |   | 7,462,614  |  
|                                                                                                                                    |  |         |            |      |   |            |  
|Total liabilities and equity                                                                                                        |  | $       | 20,868,932 |      | $ | 14,143,237 |  

See Notes to Consolidated Financial Statements.30

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Table of Contents

Electromed, Inc. and Subsidiary
Consolidated Statements of Income
Years Ended June 30, 2011 and 2010

|                                                                             |  |                     |            |      |   |            |  
|---------------------------------------------------------------------------- |  | ------------------- | ---------- | ---- | - | ---------- | -
|                                                                             |  | Years Ended June 30 |           
|                                                                             |  | 2011                |            | 2010 |  
|                                                                             |  |                     |            |      |   |            |  
|Net revenues                                                                 |  | $                   | 19,003,507 |      | $ | 14,303,848 |  
|Cost of revenues                                                             |  |                     | 5,226,001  |      |   | 3,925,557  |  
|Gross profit                                                                 |  |                     | 13,777,506 |      |   | 10,378,291 |  
|                                                                             |  |                     |            |      |   |            |  
|Operating expenses                                                           |  |                     |            |      |   |            |  
|Selling, general and administrative                                          |  |                     | 10,873,904 |      |   | 7,981,338  |  
|Research and development                                                     |  |                     | 1,033,693  |      |   | 600,986    |  
|Total operating expenses                                                     |  |                     | 11,907,597 |      |   | 8,582,324  |  
|Operating income                                                             |  |                     | 1,869,909  |      |   | 1,795,967  |  
|                                                                             |  |                     |            |      |   |            |  
|Interest expense, net of interest income of $10,923 and $6,417
 respectively |  |                     | 191,332    |      |   | 263,431    |  
|Net income before income taxes                                               |  |                     | 1,678,577  |      |   | 1,532,536  |  
|                                                                             |  |                     |            |      |   |            |  
|Income tax expense                                                           |  |                     | (623,000   | )    |   | (599,000   | )
|Net income                                                                   |  |                     | 1,055,577  |      |   | 933,536    |  
|Less: Net income attributable to noncontrolling interest                     |  |                     | -          |      |   | (17,198    | )
|Net income attributable to Electromed, Inc.                                  |  | $                   | 1,055,577  |      | $ | 916,338    |  
|                                                                             |  |                     |            |      |   |            |  
|Earnings per share attributable to Electromed, Inc. common
 shareholders:    |  |                     |            |      |   |            |  
|Basic                                                                        |  | $                   | 0.14       |      | $ | 0.15       |  
|Diluted                                                                      |  |                     | 0.13       |      |   | 0.15       |  
|                                                                             |  |                     |            |      |   |            |  
|Weighted-average Electromed, Inc. common shares outstanding:                 |  |                     |            |      |   |            |  
|Basic                                                                        |  |                     | 7,816,367  |      |   | 6,081,030  |  
|Diluted                                                                      |  |                     | 7,841,006  |      |   | 6,114,919  |  

See Notes to Consolidated Financial Statements.31

---



Table of Contents

Electromed, Inc. and Subsidiary 
Consolidated Statements of Equity
Years Ended June 30, 2011 and 2010

|                                                                  |  |                  |           |                              |   |                               |  |                                          |            |                          |   |               |   |   |         |   |   |         |   |   |            |  
|----------------------------------------------------------------- |  | ---------------- | --------- | ---------------------------- | - | ----------------------------- |  | ---------------------------------------- | ---------- | ------------------------ | - | ------------- | - | - | ------- | - | - | ------- | - | - | ---------- | -
|                                                                  |  | Electromed, Inc. |           |                              |   |                               | 
|                                                                  |  | Common Stock     |           | Additional
 Paid-in
 Capital |   | Retained
 Earnings
 (Deficit) |  | Common
 Stock
 Subscriptions
 Receivable |            | Noncontrolling
 Interest |   | Total
 Equity |  
|                                                                  |  |                  |           |                              |   |                               | 
|                                                                  |  | Shares           |           | Amount                       |   |                               |  |                                          |            |                         
|                                                                  |  |                  |           |                              |   |                               |  |                                         
|                                                                  |  |                  |           |                              |   |                               |  |                                          |            |                          |   |               |   |   |         |   |   |         |   |   |            |  
|Balance at June 30, 2009                                          |  |                  | 6,047,152 |                              | $ | 60,472                        |  | $                                        | 6,201,636  |                          | $ | (118,465      | ) | $ | (91,500 | ) | $ | 6,599   |   | $ | 6,058,742  |  
|Net income                                                        |  |                  | -         |                              |   | -                             |  |                                          | -          |                          |   | 916,338       |   |   | -       |   |   | 17,198  |   |   | 933,536    |  
|Issuance of common stock upon exercise of warrants                |  |                  | 135,733   |                              |   | 1,357                         |  |                                          | 389,475    |                          |   | -             |   |   | -       |   |   | -       |   |   | 390,832    |  
|Issuance of common stock for payment of services                  |  |                  | 5,000     |                              |   | 50                            |  |                                          | 22,450     |                          |   | -             |   |   | -       |   |   | -       |   |   | 22,500     |  
|Proceeds from subscription notes receivable                       |  |                  | -         |                              |   | -                             |  |                                          | -          |                          |   | -             |   |   | 9,000   |   |   | -       |   |   | 9,000      |  
|Distributions paid to holders of non-controlling interest         |  |                  | -         |                              |   | -                             |  |                                          | -          |                          |   | -             |   |   | -       |   |   | (18,417 | ) |   | (18,417    | )
|Share-based compensation expense                                  |  |                  | -         |                              |   | -                             |  |                                          | 168,895    |                          |   | -             |   |   | -       |   |   | -       |   |   | 168,895    |  
|Income tax benefit related to exercise of
 stock warrants         |  |                  | -         |                              |   | -                             |  |                                          | 22,526     |                          |   | -             |   |   | -       |   |   | -       |   |   | 22,526     |  
|Purchase of non-controlling interest in Electromed Financial, LLC |  |                  | -         |                              |   | -                             |  |                                          | (119,620   | )                        |   | -             |   |   | -       |   |   | (5,380  | ) |   | (125,000   | )
|Balance at June 30, 2010                                          |  |                  | 6,187,885 |                              |   | 61,879                        |  |                                          | 6,685,362  |                          |   | 797,873       |   |   | (82,500 | ) |   | -       |   |   | 7,462,614  |  
|Net income                                                        |  |                  | -         |                              |   | -                             |  |                                          | -          |                          |   | 1,055,577     |   |   | -       |   |   | -       |   |   | 1,055,577  |  
|Issuance of common stock upon exercise of warrants                |  |                  | 12,600    |                              |   | 126                           |  |                                          | 25,674     |                          |   | -             |   |   | -       |   |   | -       |   |   | 25,800     |  
|Proceeds from subscription notes receivable                       |  |                  | -         |                              |   | -                             |  |                                          | -          |                          |   | -             |   |   | 60,000  |   |   | -       |   |   | 60,000     |  
|Share-based compensation expense                                  |  |                  | -         |                              |   | -                             |  |                                          | 156,169    |                          |   | -             |   |   | -       |   |   | -       |   |   | 156,169    |  
|Issuance of common stock for initial public offering              |  |                  | 1,900,000 |                              |   | 19,000                        |  |                                          | 5,927,163  |                          |   | -             |   |   | -       |   |   | -       |   |   | 5,946,163  |  
|Balance at June 30, 2011                                          |  |                  | 8,100,485 |                              | $ | 81,005                        |  | $                                        | 12,794,368 |                          | $ | 1,853,450     |   | $ | (22,500 | ) |   | -       |   | $ | 14,706,323 |  

See Notes to Consolidated Financial Statements.32

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Table of Contents

Electromed, Inc. and Subsidiary
Consolidated Statements of Cash Flows
Years Ended June 30, 2011 and 2010

|                                                                                                |  |                      |            |      |   |            |  
|----------------------------------------------------------------------------------------------- |  | -------------------- | ---------- | ---- | - | ---------- | -
|                                                                                                |  | Years Ended June 30, |           
|                                                                                                |  | 2011                 |            | 2010 |  
|Cash Flows From Operating Activities                                                            |  |                      |            |      |   |            |  
|Net income                                                                                      |  | $                    | 1,055,577  |      | $ | 933,536    |  
|Adjustments to reconcile net income to net
 cash provided by (used in) operating activities:    |  |                      |            |      |   |            |  
|Depreciation                                                                                    |  |                      | 335,620    |      |   | 298,928    |  
|Amortization of finite-life intangible
 assets                                                  |  |                      | 113,850    |      |   | 52,820     |  
|Amortization of debt issuance costs                                                             |  |                      | 31,463     |      |   | 53,404     |  
|Share-based compensation expense                                                                |  |                      | 156,169    |      |   | 168,895    |  
|Deferred income taxes                                                                           |  |                      | (186,000   | )    |   | (149,000   | )
|Loss on disposal of property and equipment                                                      |  |                      | 26,225     |      |   | 4,258      |  
|Issuance of common stock for payment of
 services                                               |  |                      | -          |      |   | 22,500     |  
|Changes in operating assets and
 liabilities:                                                   |  |                      |            |      |   |            |  
|Accounts receivable                                                                             |  |                      | (3,016,103 | )    |   | (228,856   | )
|Inventories                                                                                     |  |                      | (385,182   | )    |   | (292,086   | )
|Prepaid expenses and other assets                                                               |  |                      | (193,342   | )    |   | (111,345   | )
|Accounts payable and accrued liabilities                                                        |  |                      | 646,619    |      |   | (145,117   | )
|Net cash provided by (used in) operating
 activities                                            |  |                      | (1,415,104 | )    |   | 607,937    |  
|                                                                                                |  |                      |            |      |   |            |  
|Cash Flows From Investing Activities                                                            |  |                      |            |      |   |            |  
|Expenditures for property and equipment                                                         |  |                      | (466,315   | )    |   | (269,616   | )
|Purchase of non-controlling interest in
 Electromed Financial, LLC                              |  |                      | -          |      |   | (125,000   | )
|Expenditures for finite-life intangible
 assets                                                 |  |                      | (659,210   | )    |   | (514,505   | )
|Proceeds on sale of fixed assets                                                                |  |                      | 14,812     |      |   | -          |  
|Net cash used in investing activities                                                           |  |                      | (1,110,713 | )    |   | (909,121   | )
|                                                                                                |  |                      |            |      |   |            |  
|Cash Flows From Financing Activities                                                            |  |                      |            |      |   |            |  
|Net borrowings on revolving line of credit                                                      |  |                      | -          |      |   | 1,768,128  |  
|Principal payments on long-term debt
 including capital lease obligations                       |  |                      | (435,968   | )    |   | (3,648,744 | )
|Proceeds from long-term debt                                                                    |  |                      | -          |      |   | 2,520,000  |  
|Non-controlling interest distributions paid                                                     |  |                      | -          |      |   | (18,417    | )
|Payments of deferred financing fees                                                             |  |                      | (6,716     | )    |   | (75,780    | )
|Proceeds from warrant exercises                                                                 |  |                      | 25,800     |      |   | 390,832    |  
|Proceeds from sales of 1.9 million shares
 of common stock, net of offering costs of $1,236,287 |  |                      | 6,363,713  |      |   | -          |  
|Payments of deferred offering costs                                                             |  |                      | -          |      |   | (417,550   | )
|Proceeds on subscription notes receivable                                                       |  |                      | 60,000     |      |   | 9,000      |  
|Income tax benefit related to exercise of
 stock warrants                                       |  |                      | -          |      |   | 22,526     |  
|Net cash provided by financing activities                                                       |  |                      | 6,006,829  |      |   | 549,995    |  
|Net increase in cash and cash equivalents                                                       |  |                      | 3,481,012  |      |   | 248,811    |  
|Cash and cash equivalents                                                                       |  |                      |            |      |   |            |  
|Beginning of period                                                                             |  |                      | 610,727    |      |   | 361,916    |  
|End of period                                                                                   |  | $                    | 4,091,739  |      | $ | 610,727    |  

See Notes to Consolidated Financial Statements.33

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Table of Contents

Electromed, Inc. and Subsidiary

Consolidated Statements of Cash Flows (Continued)
Years Ended June 30, 2011 and 2010

|                                                                                     |  |                     |         |      |   |           | 
|------------------------------------------------------------------------------------ |  | ------------------- | ------- | ---- | - | --------- | 
|                                                                                     |  | Years Ended June 30 |        
|                                                                                     |  | 2011                |         | 2010 |  
|Supplemental Disclosures of Cash Flow
 Information                                   |  |                     |         |      |   |           | 
|Cash paid for interest                                                               |  | $                   | 170,689 |      | $ | 227,454   | 
|Cash paid for income taxes                                                           |  |                     | 693,407 |      |   | 1,052,640 | 
|                                                                                     |  |                     |         |      |   |           | 
|Supplemental Disclosures of Noncash
 Investing and Financing Activities              |  |                     |         |      |   |           | 
|Reduction in basis of acquired building
 formerly under capital lease                |  | $                   | -       |      | $ | 93,172    | 
|Accrued expenditures for finite-life
 intangible assets included in accounts payable |  |                     | -       |      |   | 365,308   | 
|Deferred common stock offering costs
 included in accounts payable                   |  |                     | -       |      |   | 410,484   | 
|Property and equipment financed through
 capital leases                              |  |                     | 28,482  |      |   | 87,769    | 

See Notes to Consolidated Financial
Statements.34

---



Table of Contents

Electromed, Inc. and Subsidiary
Notes to Consolidated Financial Statements

Note 1.      Nature
of Business and Summary of Significant Accounting Policies

Nature of business:
Electromed, Inc. (the Company) develops, manufactures and markets innovative
airway clearance products which apply High Frequency Chest Wall Oscillation
(HFCWO) therapy in pulmonary care for patients of all ages. The Company
markets its products in the United States to the home health care and
institutional markets for use by patients in personal residences, hospitals and
clinics. The Company also sells internationally both directly and through
distributors. The Company had international sales of approximately $608,000 and
$647,000 for the years ended June 30, 2011 and 2010, respectively. Since its
inception, the Company has operated in a single industry segment: developing,
manufacturing and marketing medical equipment. As a result, the information
disclosed herein materially represents all of the financial information related
to the Companys operating segment.

Principles of consolidation and related party
transaction: The accompanying consolidated financial
statements include the accounts of Electromed, Inc. and its subsidiary,
Electromed Financial, LLC. Electromed Financial, LLC was established by the
Company to assist in raising capital from outside investors. The Company owned
95 percent of Electromed Financial, LLC through March 2, 2010, at which time
the Company acquired the remaining five percent of Electromed Financial, LLC from
a director of the Company for $125,000. Income related to the noncontrolling
interest in the subsidiary is reflected as noncontrolling interest on the
consolidated financial statements. All significant intercompany accounts and
transactions have been eliminated in consolidation.

A summary of the Companys significant
accounting policies follows:

Use of estimates:
Management uses estimates and assumptions in preparing the consolidated
financial statements in accordance with accounting principles generally
accepted in the United States of America. Those estimates and assumptions
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported revenues and expenses.
Actual results could vary from the estimates that were used. The Company
believes the critical accounting policies that require the most significant
assumptions and judgments in the preparation of its consolidated financial
statements include: revenue recognition and the estimation of selling price
adjustments, allowance for doubtful accounts, inventory obsolescence,
share-based compensation, income taxes and the warranty reserve.

Revenue recognition:
The Company recognizes revenue when persuasive evidence of a sales arrangement
exists, delivery of goods occurs through the transfer of title and risks and
rewards of ownership, the selling price is fixed or determinable, and
collectability is reasonably assured. Revenues are primarily recognized upon
shipment.

Direct patient
sales are recorded at amounts to be received from patients under reimbursement
arrangements with third-party payers, including private insurers, prepaid
health plans, Medicare and Medicaid. In addition, the Company records an
estimate for selling price adjustments which often arise from changes in a
patients insurance coverage, changes in a patients domicile, insurance
company coverage limitations or patient death. Other than the installment sales
as discussed below, the Company expects to receive payment on the vast majority
of accounts receivables within one year and therefore has classified all
accounts receivable as current. However, in some instances, payment for direct
patient sales can be delayed or interrupted, resulting in a small portion of
collections occurring later than one year.

Certain
third-party reimbursement agencies pay the Company on a monthly installment
basis, which can span over several years. Due to the length of time over which
cash is collected and the inherent uncertainty of collectability with these
installment sales, the Company cannot make a reasonable estimate of revenue at
the time of sale and does not record accounts receivable or revenue at the time
of product shipment. Under the installment method, the Company defers the
revenue associated with the sale and, as each installment is received, that
amount is recognized as revenue. Deferred costs associated with the sale are
amortized to cost of revenue ratably over the estimated period in which
collections are scheduled to occur.

35

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Table of Contents

A summary of
sales made under the installment method are as follows:

|                                            |  |                     |         |      |   |         | 
|------------------------------------------- |  | ------------------- | ------- | ---- | - | ------- | 
|                                            |  | Years Ended June 30 |        
|                                            |  | 2011                |         | 2010 |  
|                                           
|Revenue
 recognized under installment sales |  | $                   | 936,000 |      | $ | 650,000 | 
|                                           
|Amortized
 cost of revenues recognized      |  |                     | 146,000 |      |   | 101,000 | 

Unrecognized
installment method sales were as follows:

|                                                                            |  |                     |           |      |   |         | 
|--------------------------------------------------------------------------- |  | ------------------- | --------- | ---- | - | ------- | 
|                                                                            |  | Years Ended June 30 |          
|                                                                            |  | 2011                |           | 2010 |  
|                                                                           
|Estimated
 unrecognized sales, net of discounts                             |  | $                   | 1,132,000 |      | $ | 708,000 | 
|Unamortized
 costs of revenues included in prepaid and other current assets |  |                     | 182,000   |      |   | 111,000 | 

Shipping and handling expense:
Shipping and handling charges incurred by the Company are included in cost of
goods sold and were $290,000 and $218,000 for the years ended June 30, 2011 and
2010, respectively.

Cash and cash equivalents:
Cash equivalents consist of commercial paper with maturity dates of less than
three months. The Company maintains its cash in bank deposit accounts which, at
times, may exceed federally insured limits. The Company has not experienced any
losses in these accounts.

Accounts receivable:
The Companys receivable balance is comprised of amounts due from individuals,
institutions and distributors. Balances due from individuals are typically
remitted to the Company by third-party reimbursement agencies such as Medicare,
Medicaid and private insurance companies. Accounts receivable are carried at
amounts estimated to be received from patients under reimbursement arrangements
with third-party payers. Accounts receivable are also net of an allowance for
doubtful accounts. Management determines the allowance for doubtful accounts by
regularly evaluating individual customer receivables and considering a
customers financial condition and credit history. Receivables are written off
when deemed uncollectible. Recoveries of receivables previously written off are
recorded when received. The allowance for doubtful accounts was approximately
$45,000 as of June 30, 2011 and 2010.

Inventories:
Inventories are stated at the lower of cost (first-in, first-out method) or
market. Work in process and finished goods are carried at standard cost, which
approximates actual cost, and includes materials, labor and allocated overhead.
Standard costs are reviewed at least quarterly by management, or more often in
the event circumstances indicate a change in cost has occurred. The reserve for
obsolescence is determined by analyzing the inventory on hand and comparing it
to expected production requirements.

Property and equipment:
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is computed using the straight-line method over the estimated
useful lives of the assets. Leasehold improvements and assets acquired under
capital leases are depreciated over the shorter of their estimated useful lives
or the remaining lease term. The Company retains ownership of demonstration
equipment in the possession of both inside and outside sales representatives,
who use the equipment in the sales process.

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Finite-life intangible assets:
Finite-life intangible assets include patents and trademarks. These intangible
assets are being amortized on a straight-line basis over their estimated useful
lives, as described in Note 4.

Long-lived assets:
Long-lived assets, primarily property and equipment and finite-life intangible
assets are evaluated for impairment whenever events or changes in circumstances
indicate the carrying value of an asset may not be recoverable. In evaluating
recoverability, the following factors, among others, are considered: a
significant change in the circumstances used to determine the amortization
period, an adverse change in legal factors or in the business climate, a
transition to a new product or service strategy, a significant change in
customer base, and a realization of failed marketing efforts. The recoverability
of an asset is measured by a comparison of the unamortized balance of the asset
to future undiscounted cash flows.

If the Company
believes the unamortized balance is unrecoverable, it would recognize an
impairment charge necessary to reduce the unamortized balance to the estimated
fair value of the asset. The amount of such impairment would be charged to
operations in the current period. The Company has not identified any indicators
of impairment associated with its long-lived assets.

Warranty liability:
The Company provides a lifetime warranty on its products to the prescribed
patient for sales within the United States and Canada, a five-year warranty on
its products to the prescribed patient for sales within Greece, and a
three-year warranty for all institutional sales and sales to individuals
outside the United States, Canada and Greece. The Company estimates the costs
that may be incurred under its warranty and records a liability in the amount
of such costs at the time the product is shipped. Factors that affect the
Companys warranty liability include the number of units shipped, historical
and anticipated rates of warranty claims, and cost per claim. The Company
periodically assesses the adequacy of its recorded warranty liability and adjusts
the amounts as necessary.

Changes in the
Companys warranty liability were approximately as follows:

|                                                     |  |                     |          |      |   |         |  
|---------------------------------------------------- |  | ------------------- | -------- | ---- | - | ------- | -
|                                                     |  | Years Ended June 30 |         
|                                                     |  | 2011                |          | 2010 |  
|Beginning warranty reserve                           |  | $                   | 363,000  |      | $ | 292,000 |  
|Accrual for products sold                            |  |                     | 222,000  |      |   | 146,000 |  
|Expenditures and costs incurred for
 warranty claims |  |                     | (141,000 | )    |   | (75,000 | )
|Ending warranty reserve                              |  | $                   | 444,000  |      | $ | 363,000 |  

Income taxes:
Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax bases. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of enactment.

The Company
recognizes tax liabilities when the Company believes that certain positions may
not be fully sustained upon review by tax authorities. Benefits from tax
positions are measured at the largest amount of benefit that is greater than
fifty percent likely of being realized upon settlement. To the extent that the
final tax outcome of these matters is different than the amounts recorded, such
differences impact income tax expense in the period in which such determination
is made. Interest and penalties, if any, related to accrued liabilities for
potential tax assessments are included in income tax expense.

Research and development:
Research and development costs include costs of research activities as well as
engineering and technical efforts required to develop new products or make
improvement to existing products. Research and development costs are expensed
as incurred.

Advertising costs:
Advertising costs are charged to expense when incurred. Advertising, marketing
and trade show costs for the years ended June 30, 2011 and 2010 were
approximately $657,000 and $527,000, respectively.

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Share-based payments:
Share-based payment awards consist of warrants issued to underwriters, to
employees for services, and to nonemployees in lieu of payment for products or
services. Expense is estimated using the fair value of products or services
rendered or the Black-Scholes pricing model at the date of grant and is
recognized on a straight-line basis over the requisite service or vesting
period of the award.

Fair value of financial instruments:
The carrying values of cash and cash equivalents, accounts receivable, accounts
payable and accrued expenses approximate their fair value due to the short-term
nature of these instruments. The carrying value of long-term debt is the
remaining amount due to debtors under borrowing arrangements. To estimate the
fair value of debt, the Company estimates the interest rate necessary to secure
financing to replace its debt. At June 30, 2011, the fair value of long-term
debt was not significantly different than its carrying value.

Basic and diluted earnings per share:
Basic per share amounts are computed by dividing net income attributable to
Electromed, Inc. by the weighted-average number of common shares outstanding.
Diluted per share amounts assume the conversion, exercise or issuance of all
potential common stock instruments unless their effect is anti-dilutive,
thereby reducing the loss per share or increasing the income per share (see
Note 7 for information on stock warrants).

Recently adopted accounting pronouncements:
In June 2009, the FASB issued revised guidance for the consolidation of
variable interest entities. This amends the original guidance requiring an
enterprise to perform an analysis to determine whether the enterprises
variable interest or interests give it a controlling financial interest in a
variable interest entity (VIE). This analysis identifies the primary
beneficiary of a VIE as the enterprise that has both (a) the power to
direct the activities of a VIE that most significantly impact the entitys
economic performance, and (b) the obligation to absorb losses of the
entity that could potentially be significant to the VIE. Additionally, this new
guidance requires an enterprise to assess whether it has an implicit financial
responsibility to ensure that a VIE operates as designed when determining it
has the power to direct the activities of the VIE that most significantly
impact the entitys economic performance. This guidance was adopted at the
beginning of the Companys 2011 fiscal year, and did not have a material effect
on the Companys consolidated financial statements.

Reclassifications:
Certain items in the fiscal 2010 financial statements have been reclassified to
be consistent with the classifications adopted for fiscal 2011. The fiscal 2010
reclassifications had no impact on previously reported net income and equity.

Note
2.     Inventories

The components
of inventory at June 30, 2011 and 2010 are approximately as follows:

|                               |  |         |           |      |   |           |  
|------------------------------ |  | ------- | --------- | ---- | - | --------- | -
|                               |  | June 30 |          
|                               |  | 2011    |           | 2010 |  
|Parts inventory                |  | $       | 1,055,000 |      | $ | 765,000   |  
|Work in process                |  |         | 118,000   |      |   | 56,000    |  
|Finished goods                 |  |         | 713,000   |      |   | 680,000   |  
|Less: Reserve for obsolescence |  |         | (30,000   | )    |   | (30,000   | )
|Total                          |  | $       | 1,856,000 |      | $ | 1,471,000 |  

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Note 3.     Property
and Equipment

Property and
equipment, including assets under capital leases, consisted of approximately
the following:

|                                   |  |              |       |         |   |            |   |   |            |  
|---------------------------------- |  | ------------ | ----- | ------- | - | ---------- | - | - | ---------- | -
|                                   |  | Estimated    |       |         |   |            |  
|                                   |  | Useful       |       | June 30 |  
|                                   |  | Lives(Years) |       | 2011    |   | 2010       |  
|Building and building improvements |  |              | 15-39 |         | $ | 1,892,000  |   | $ | 1,892,000  |  
|Land                               |  |              | N/A   |         |   | 200,000    |   |   | 200,000    |  
|Land improvements                  |  |              | 15    |         |   | 162,000    |   |   | 162,000    |  
|Equipment                          |  |              | 3-7   |         |   | 1,139,000  |   |   | 921,000    |  
|Demonstration equipment            |  |              | 3     |         |   | 695,000    |   |   | 507,000    |  
|Vehicles                           |  |              | 5     |         |   | 35,000     |   |   | 35,000     |  
|                                   |  |              |       |         |   | 4,123,000  |   |   | 3,717,000  |  
|Less: Accumulated depreciation     |  |              |       |         |   | (1,316,000 | ) |   | (1,028,000 | )
|Total property and equipment       |  |              |       |         | $ | 2,807,000  |   | $ | 2,689,000  |  

Note
4.     Finite-Life Intangible Assets

The carrying
value of patents and trademarks includes the original cost of obtaining the
patents, periodic renewal fees, and other costs associated with maintaining and
defending patent and trademark rights. Patents and trademarks are amortized
over their estimated useful lives, generally 15 and 12 years, respectively.
Accumulated amortization was $228,000 and $114,000 at June 30, 2011 and 2010,
respectively.

The activity
and balances of finite-life intangible assets were approximately as follows:

|                     |  |                     |           |      |   |           |  
|-------------------- |  | ------------------- | --------- | ---- | - | --------- | -
|                     |  | Years Ended June 30 |          
|                     |  | 2011                |           | 2010 |  
|Balance, beginning   |  | $                   | 1,056,000 |      | $ | 229,000   |  
|Additions            |  |                     | 294,000   |      |   | 880,000   |  
|Amortization expense |  |                     | (114,000  | )    |   | (53,000   | )
|Balance, ending      |  | $                   | 1,236,000 |      | $ | 1,056,000 |  

Based on the
carrying value at June 30, 2011, amortization expense is expected to be
approximately $118,000 annually.

Additions
consisted primarily of legal defense costs associated with a trademark
infringement lawsuit which the Company defended as discussed further in Note 9.

Note
5.     Financing Arrangements

The Company
entered into a $3,500,000 revolving line of credit on November 30, 2010, which
expires on November 30, 2011, if not renewed. Advances are due at the
expiration date and are secured by substantially all Company assets. The amount
available for borrowing is limited to 60 percent of eligible accounts
receivable less the outstanding balance on the Companys 4.28% term note due December
2012. Interest on advances accrues at LIBOR plus 2.75 percent (3.00% at June
30, 2011) and is payable monthly. As of June 30, 2011, there was approximately
$1,768,000 outstanding on the line of credit and $1,732,000 available for
future borrowing.(a)

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Long-term debt
consists of approximately the following as of June 30, 2011 and 2010:

|                                                                                                                                                                     |  |         |           |      |   |           | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- | --------- | ---- | - | --------- | 
|                                                                                                                                                                     |  | June 30 |          
|                                                                                                                                                                     |  | 2011    |           | 2010 |  
|                                                                                                                                                                    
|Mortgage note payable with bank, due in
 monthly installments of $10,706, including interest at 5.79%, remaining due
 December 2014, secured by land and building(a) |  | $       | 1,452,000 |      | $ | 1,494,000 | 
|                                                                                                                                                                    
|Term note payable with bank, due in monthly
 installments of $29,649, including interest at 4.28%, due December 2012,
 secured by substantially all assets(a)        |  |         | 488,000   |      |   | 815,000   | 
|                                                                                                                                                                    
|Capital lease obligations, due in varying
 monthly installments, including interest ranging from 8.79% to 12.09%, to
 October 2013, secured by equipment             |  |         | 80,000    |      |   | 122,000   | 
|Total                                                                                                                                                                |  |         | 2,020,000 |      |   | 2,431,000 | 
|Less: Current portion                                                                                                                                                |  |         | 438,000   |      |   | 398,000   | 
|Long-term debt                                                                                                                                                       |  | $       | 1,582,000 |      | $ | 2,033,000 | 

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | These
 instruments have certain financial and nonfinancial covenants which, among
 others, require the Company to maintain a minimum fixed charge coverage ratio
 and a maximum cash flow leverage ratio, and restrict the payment of
 dividends. Under the terms of the credit facility, the Company is required to
 immediately pay to the bank any net proceeds raised from an equity offering.
 The bank waived this requirement as it related to the initial public offering
 as discussed in Note 6.

Approximate
future maturities of long-term debt as of June 30, 2011 are as follows:

|                     |  |   |           | 
|-------------------- |  | - | --------- | 
|Year ending June 30: |  |   |          
|2012                 |  | $ | 438,000   | 
|2013                 |  |   | 219,000   | 
|2014                 |  |   | 51,000    | 
|2015                 |  |   | 1,312,000 | 
|Total                |  | $ | 2,020,000 | 

Capital leases and related party transaction:
The Company has financed certain office equipment through capital leases. The
Company also had a building capital lease with a director of the Company
through December 2009, at which time the Company purchased the building for
approximately $555,000 using the proceeds from a new mortgage note with a bank.
The net carrying value of the capital lease obligation exceeded the purchase
price by approximately $93,000 which was recognized as a reduction in the net
book value of the acquired building, which had been capitalized at the
inception of the lease.

At June 30,
2011 and 2010, carrying value of assets under these capital leases are
approximately as follows:

|                               |  |         |         |      |   |         |  
|------------------------------ |  | ------- | ------- | ---- | - | ------- | -
|                               |  | June 30 |        
|                               |  | 2011    |         | 2010 |  
|Fixtures and office equipment  |  | $       | 179,000 |      | $ | 181,000 |  
|Less: Accumulated depreciation |  |         | (61,000 | )    |   | (38,000 | )
|Total                          |  | $       | 118,000 |      | $ | 143,000 |  

Depreciation
expense for these assets was approximately $28,000 and $26,000 for the years
ended June 30, 2011 and 2010, respectively.

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Approximate
future minimum payments under capital leases as of June 30, 2011 are as
follows:

|                                                                                   |  |   |        |  
|---------------------------------------------------------------------------------- |  | - | ------ | -
|Year ending June 30:                                                               |  |   |        |  
|                                                                                   |  |   |        |  
|2012                                                                               |  | $ | 58,000 |  
|2013                                                                               |  |   | 27,000 |  
|2014                                                                               |  |   | 1,000  |  
|Total                                                                              |  |   | 86,000 |  
|Less: Amount representing interest                                                 |  |   | (6,000 | )
|Present value of future minimum lease
 payments (included in long term debt above) |  | $ | 80,000 |  

Note 6.     Common
Stock

Common stock issued for property and
services: During fiscal year 2010, the Company issued
5,000 shares for services valued at $22,500. No shares were issued for services
during fiscal year 2011.

Common stock subscriptions receivable:
In years prior to 2010, the Company issued 30,000 shares of common stock to
unrelated third parties upon the exercise of outstanding warrants. The Company
agreed to accept subscription notes receivable from these individuals for a
total of approximately $60,000. During the year ended June 30, 2011, these
notes were paid in full.

During fiscal
2009, the Company issued 31,000 shares of common stock to an employee upon
exercise of outstanding warrants. The Company agreed to accept a subscription
note receivable from this individual for $46,500. For the years ended June 30,
2011 and 2010, cash collected on this note was approximately zero and $9,000,
respectively. The outstanding balance of this subscription note receivable was
$22,500 at June 30, 2011.

Initial public offering:
On August 13, 2010, The Company completed an initial public stock offering
(IPO) of 1,700,000 shares of common stock, at an offering price of $4.00 per
share. In addition, on September 28, 2010, the underwriter in the IPO acquired
an additional 200,000 shares at $4.00 per share pursuant to exercise of a
portion of its over-allotment option. After deducting the payment of
underwriter discounts, commissions and offering costs, the net proceeds from
the sale of shares in the IPO was approximately $5,946,000. See Note 7 for
warrants issued in conjunction with the IPO.

Authorized Shares:
At the annual meeting of shareholders held on November 5, 2010, the
shareholders of the Company voted to amend the Companys Articles of
Incorporation to increase the number of authorized shares of capital stock from
10,000,000 to 15,000,000, consisting of 13,000,000 shares of common stock par
value $0.01 per share, and 2,000,000 shares of undesignated stock.

Note
7.     Share-Based Payments

Employee warrants:
The Company has historically granted stock warrants to employees as long-term
incentive compensation. Warrants generally expire four to ten years from the
grant date and vest over a period of up to five years. Warrants have not been
granted under a formal plan; however, the number of warrants eligible for
issuance is limited to the number of authorized shares of the Companys common
stock.

The Company
recognizes compensation expense related to share-based payment transactions in
the consolidated financial statements based on the estimated fair value of the
award issued. The fair value of each warrant is estimated using the
Black-Scholes pricing model at the time of award grant. The Company estimates
the expected life of warrants based on the expected holding period by the
warrant holder. The risk-free interest rate is based upon observed U.S.
Treasury interest rates for the expected term of the warrants. The Company
makes assumptions with respect to expected stock price volatility based upon
the volatility of similar companies. Forfeitures are estimated at the time of
grant and revised in subsequent periods if actual forfeitures differ from
initial estimates. Forfeitures are estimated based on the percentage of awards
expected to vest, taking into consideration the seniority level of the award
recipient.

Share-based
compensation expense for the years ended June 30, 2011 and 2010 was
approximately $156,000 and $169,000, respectively.

The following
weighted-average assumptions were used to estimate the fair value of warrants
granted:

|                        |  |                     |      |      |  |      |  
|----------------------- |  | ------------------- | ---- | ---- |  | ---- | -
|                        |  | Years Ended June 30 |     
|                       
|                        |  | 2011                |      | 2010 | 
|                       
|Risk-free interest rate |  |                     | 1.01 | %    |  | 1.45 | %
|Expected life (years)   |  |                     | 4    |      |  | 4    |  
|Expected volatility     |  |                     | 45.4 | %    |  | 46.0 | %
|Expected dividends      |  |                     | 0    | %    |  | 0    | %

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The following
table presents employee warrant activity for the years ended June 30, 2011 and
2010:

|                                       |  |                    |   |                                              |   |                                     |  |                                                              |      |  |      |  | 
|-------------------------------------- |  | ------------------ | - | -------------------------------------------- | - | ----------------------------------- |  | ------------------------------------------------------------ | ---- |  | ---- |  | 
|                                       |  | Number
 of
 Shares |   | Weighted-
 Average
 Grant
 Date
 Fair
 Value |   | Weighted-
 Average
 Exercise
 Price |  | Weighted-
 Average
 Remaining
 Contractual
 Life (in
 Years) |     
|Warrants
 outstanding at June 30, 2009 |  | 508,800            |   |                                              | $ | 1.87                                |  | $                                                            | 3.27 |  | 6.03 |  | 
|Granted                                |  | 25,000             |   |                                              |   | 1.68                                |  |                                                              | 4.50 |  | -    |  | 
|Exercised                              |  | (117,000           | ) |                                              |   | 1.77                                |  |                                                              | 2.90 |  | -    |  | 
|Canceled or forfeited                  |  | (25,000            | ) |                                              |   | 2.02                                |  |                                                              | 2.60 |  | -    |  | 
|Warrants
 outstanding at June 30, 2010 |  | 391,800            |   |                                              |   | 1.87                                |  |                                                              | 3.47 |  | 6.74 |  | 
|Activity:                              |  |                    |   |                                              |   |                                     |  |                                                              |      |  |      |  | 
|Granted                                |  | 5,000              |   |                                              |   | 1.63                                |  |                                                              | 4.50 |  | -    |  | 
|Exercised                              |  | (12,000            | ) |                                              |   | 0.42                                |  |                                                              | 2.00 |  | -    |  | 
|Canceled or forfeited                  |  | (10,000            | ) |                                              |   | 1.21                                |  |                                                              | 4.00 |  | -    |  | 
|Warrants
 outstanding at June 30, 2011 |  | 374,800            |   |                                              |   | 1.92                                |  |                                                              | 3.52 |  | 6.02 |  | 
|Warrants
 exercisable at June 30, 2011 |  | 205,900            |   |                                              |   | 1.81                                |  |                                                              | 3.41 |  | 5.44 |  | 

For the years
ended June 30, 2011 and 2010 net cash proceeds from the exercise of employee
warrants was approximately $24,000 and $339,000 respectively. The Company
received no income tax benefit in 2011 and approximately $23,000 income tax
benefit in 2010 from the exercise of employee warrants.

At June 30,
2011, the Company had approximately $297,000 of unrecognized compensation
expense, which is expected to be recognized over a weighted-average period of
2.4 years. The aggregate intrinsic value of warrants outstanding was
approximately $368,000, and the intrinsic value of warrants exercisable was
approximately $224,000 at June 30, 2011.

Warrants issued in conjunction with the IPO:
In connection with the IPO and the exercise of the over-allotment option, the
Company issued to the underwriter warrants to purchase up to 190,000 additional
shares of the Companys common stock at a price of $4.80 per share. These warrants
became exercisable in August 2011 and expire in August 2015.

Warrants issued to non-employees for
services: In
years prior to fiscal 2010, the Company issued warrants to non-employees for
services in lieu of cash payments. During the year ended June 30, 2010, a
warrant to purchase 5,000 shares was exercised at an exercise price of $3.50
per share. There were no warrants forfeited during the year ended June 30,
2010. At June 30, 2010, the Company had warrants outstanding and exercisable to
purchase 20,000 shares of common stock at a weighted-average exercise price of
$3.00 per share. These warrants expired during the fiscal year ending June 30,
2011, leaving no remaining non-employee service warrants at June 30, 2011.

Warrants issued with convertible debt: In years prior to fiscal 2010, the Company issued convertible notes payable to
certain individual creditors. In conjunction with the issuance of these
convertible notes, creditors also received warrants to purchase common stock
for an exercise price of $3.00 per share. At June 30, 2011, the Company had
approximately 82,000 warrants outstanding and exercisable at a weighted-average
exercise price of $3.00 per share. Approximately 37,000 warrants expire in
September 2012 and approximately 45,000 expire in September 2015. During the
years ended June 30, 2011 and 2010, warrant holders exercised 600 and 13,733
warrants at a weighted-average exercise price of $3.00 and $2.50, respectively.
There were no warrants forfeited and cancelled during the years ended June 30,
2011 and 2010.

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|        |             
|------- | ------------
|Note 8. | Income Taxes

Components of
the provision for income taxes for the years ended June 30, 2011 and 2010, are
as follows:

|         |  |                     |          |      |   |          |  
|-------- |  | ------------------- | -------- | ---- | - | -------- | -
|         |  | Years Ended June 30 |         
|         |  | 2011                |          | 2010 |  
|Current  |  | $                   | 809,000  |      | $ | 748,000  |  
|Deferred |  |                     | (186,000 | )    |   | (149,000 | )
|Total    |  | $                   | 623,000  |      | $ | 599,000  |  

The total
income tax expense differs from the expected tax expense, computed by applying
the federal statutory rate to the Companys income before income taxes, as
follows:

|                                              |  |                     |         |      |   |         | 
|--------------------------------------------- |  | ------------------- | ------- | ---- | - | ------- | 
|                                              |  | Years Ended June 30 |        
|                                              |  | 2011                |         | 2010 |  
|Tax expense
 at statutory federal rate        |  | $                   | 571,000 |      | $ | 515,000 | 
|State income
 tax benefit, net of federal tax |  |                     | 66,000  |      |   | 55,000  | 
|Other
 permanent items                        |  |                     | (14,000 | )    |   | 29,000  | 
|Income tax
 expense                           |  | $                   | 623,000 |      | $ | 599,000 | 

The
significant components of deferred income taxes are as follows:

|                                            |  |         |          |      |   |          |  
|------------------------------------------- |  | ------- | -------- | ---- | - | -------- | -
|                                            |  | June 30 |         
|                                            |  | 2011    |          | 2010 |  
|Deferred tax
 assets (liabilities):         |  |         |          |      |   |          |  
|Revenue recognition and accounts receivable |  | $       | 324,000  |      | $ | 228,000  |  
|Accrued liabilities                         |  |         | 411,000  |      |   | 296,000  |  
|Property and equipment                      |  |         | (280,000 | )    |   | (195,000 | )
|Finite-life intangible assets               |  |         | (62,000  | )    |   | (60,000  | )
|Warrants                                    |  |         | 175,000  |      |   | 110,000  |  
|Other                                       |  |         | (13,000  | )    |   | (10,000  | )
|Net deferred
 tax assets                    |  | $       | 555,000  |      | $ | 369,000  |  

The components
giving rise to the net deferred tax assets described above have been included
in the accompanying consolidated balance sheets as follows:

|                        |  |         |          |      |   |          |  
|----------------------- |  | ------- | -------- | ---- | - | -------- | -
|                        |  | June 30 |         
|                        |  | 2011    |          | 2010 |  
|Current
 assets         |  | $       | 722,000  |      | $ | 514,000  |  
|Long-term liabilities   |  |         | (167,000 | )    |   | (145,000 | )
|Net deferred tax assets |  | $       | 555,000  |      | $ | 369,000  |  

The company
applies the accounting standard for uncertain tax position pursuant to which a
more-likely-than-not threshold is utilized to determine the recognition and
derecognition of uncertain tax positions. Once the more-likely-than-not
threshold is met, the amount of benefit to be recognized is the largest amount
of tax benefit that is greater than fifty percent likely of being ultimately
realized upon settlement. It further requires that a change in judgment related
to the expected ultimate resolution of uncertain tax positions be recognized in
earnings in the period of such a change. We have unrecognized tax benefits in
the amount of $20,000 and zero as of June 30, 2011 and 2010, respectively, for
estimated exposures associated with uncertain tax positions. However, due to
the complexity of some of these uncertainties, the ultimate settlement may
result in payments that are different from our current estimate of tax
liabilities, resulting in the recognition of additional charges or benefits to
income tax expense.

The Company is
subject to U.S. federal income tax as well as income tax of multiple state
jurisdictions. With limited exceptions, tax years prior to fiscal 2008 are no
longer open to federal, state and local examination by taxing authorities.

43

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Table of Contents

|        |                              
|------- | -----------------------------
|Note 9. | Commitments and Contingencies

Operating Leases:
During fiscal year 2011, the Company entered into a financing arrangement to
lease certain vehicles under 36 month operating leases. During fiscal year
2011, the Company also entered into two leases for office and warehouse space
which require monthly payments that include base rent and the Companys share
of common expenses including property taxes. These leases have escalating
payments ranging from approximately $2,700 to $5,200 and expire in July 2013
and July 2016. Rent expense for the year end June 30, 2011 was approximately
$124,000.

Approximate future
minimum operating lease payments as of June 30, 2011 are as follows:

|                      |  |   |         | 
|--------------------- |  | - | ------- | 
|Year ending
 June 30: |  |   |         | 
|2012                  |  | $ | 211,000 | 
|2013                  |  |   | 220,000 | 
|2014                  |  |   | 134,000 | 
|2015                  |  |   | 57,000  | 
|2016                  |  |   | 62,000  | 
|Total                 |  | $ | 684,000 | 

Litigation:
Subsidiaries of Hill-Rom Holdings, Inc., (collectively, Hill-Rom) brought an
action on August 21, 2009, against the Company alleging that the Companys use
of the term SmartVest infringes on its alleged trademark The Vest. For
years ended June 30, 2011 and 2010, the Company incurred and capitalized costs
of approximately $283,000 and $880,000, respectively, in defending this
trademark. On September 30, 2010, the parties reached a settlement to the
lawsuit without a material impact to the Company. The terms of the Settlement
Agreement are confidential, but will not prohibit the Companys continued use
of its SmartVest® trademark.

In addition to
the trademark matter discussed above, the Company is occasionally involved in
claims and disputes arising in the ordinary course of business. The Company
insures its business risks where possible to mitigate the financial impact of
individual claims, and establishes reserves for an estimate of any probable
cost of settlement or other disposition.

401(k) profit sharing plan:
The Company has an employee benefit plan under Section 401(k) of the Internal
Revenue Code covering all employees who are 21 years of age or older and have
1,000 hours of service with the Company. The Company matches each employees
salary reduction contribution, not to exceed 4 percent of annual compensation.
Total employer contributions to this plan for the years ended June 30, 2011 and
2010 were approximately $157,000 and $125,000, respectively.

Employment Agreements:Effective
January 1, 2010, the Company entered into new employment agreements with its
chief executive officer and chief financial officer. These agreements provide
the officers, with among other things, one years salary upon a separation of
service without cause for termination. Also, in the event the employee resigns
within six months of a change in control, the chief executive officer and chief
financial officer are entitled to receive a severance equal to two years base
salary.

On August 19,
2011, the Company entered into a Transition Agreement with Terry Belford, its
Chief Financial Officer, pursuant to which he will retire effective on the
earlier of October 31, 2011 or the date on which a new Chief Financial Officer
commences employment. The Company expects to enter into a Separation Agreement
and Release on the effective date of Mr. Belfords retirement, which will
supersede Mr. Belfords January 1, 2010 employment agreement. The Separation
Agreement and Release will provide that Mr. Belford will receive approximately
$175,000 as payment for accrued but unused vacation, separation and bonus pay
which will be paid during fiscal year 2012. In exchange, Mr. Belford will
execute a general release of claims, will continue to be bound by the terms of
his Non-Competition, Non-Solicitation and Confidentiality Agreement, and will
provide consulting and transition through December 31, 2011.

44

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Table of Contents

|         |                
|-------- | ---------------
|Note 10. | Related Parties

The Company
uses a related-party service provider, a director and minority shareholder of
which was the original inventor of the Companys product, to perform certain
outsourced research and development functions. The Companys chief executive
officer is also the president, chief executive officer and chairman of the
board of directors of the service provider and owns approximately 11% of that
entitys outstanding common stock. In addition, two members of the Companys
board of directors are directors and minority shareholders of the service
provider. The Company has an agreement with the service provider which provides
that the service provider will perform 80 hours per week of research and
development work in exchange for a monthly fee, in the amount of $30,000
through December 2012. The Company does not have exposure or commitments with this service provider beyond this agreement. For the years ended June 30, 2011 and 2010, expenses for
these services totaled approximately $369,000 and $280,000, respectively, and
such expenses are included in research and development expense in the income
statement.

The Company
uses a parts supplier whose founder and president became a director of the
Company during fiscal year 2011. The Company has made payments to the supplier
of approximately $611,000 and $409,000 during 2011 and 2010 fiscal years,
respectively. Also see Notes 1 and 5 for additional related party transactions
with Company directors.

45

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Table of Contents

|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|Item 9. | Changes in and Disagreements with Accountants on Accounting and
 Financial Disclosure.

None.

|         |                         
|-------- | ------------------------
|Item 9A. | Controls and Procedures.

Evaluation of Disclosure Controls and
Procedures

Our
principal executive officer and principal financial officer evaluated the
effectiveness of our disclosure controls and procedures, as defined in Rule
13a-15(e) or Rule 15d-15(e), as of the end of the period subject to this
Report. Based on this evaluation, our principal executive officer and principal
financial officer concluded that our disclosure controls and procedures were
effective to provide reasonable assurance that information required to be
disclosed by us in the periodic and current reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the periods specified by the Securities and Exchange Commissions rules and
forms and that our disclosure controls and procedures are designed to ensure
that information required to be disclosed in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.

Managements Report on Internal Control over
Financial Reporting and Auditor Attestation

Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rules
13a-15(f) and 15d-15(f). Internal control over financial reporting refers to
the process designed by, or under the supervision of, our Chief Executive
Officer and Chief Financial Officer, and effected by our Board of Directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles, and includes those policies and procedures that:

(1)
Pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our assets;

(2)
Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that our receipts and expenditures are
being made only in accordance with authorization of our management and
directors; and

(3)
Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of our assets that could have a
material effect on the financial statements.

Because
of its inherent limitations, internal control over financial reporting cannot
provide absolute assurance of preventing and detecting misstatements on a
timely basis. It is possible to design into the process safeguards to reduce,
though not eliminate, the risk that misstatements are not prevented or detected
on a timely basis. Management is responsible for establishing and maintaining
adequate internal control over financial reporting for the Company.

Our
management conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework set forth in the report
entitled Internal Control-Integrated Framework published by the Committee of
Sponsoring Organizations of the Treadway Commission, known as COSO. Based on
this assessment, management has concluded that, as of June 30, 2011 our internal
control over financial reporting was effective to provide reasonable assurance
regarding the reliability of financial reporting and the preparation and
presentation of financial statements for external purposes in accordance with
generally accepted accounting principles.

46

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Table of Contents

This
annual report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by the Companys
independent registered public accounting firm pursuant to Section 989G of the
Dodd-Frank Wall Street Reform and Consumer Protection Act, which exempts
smaller reporting companies from the auditor attestation requirement.

Changes to Internal Control Over Financial
Reporting

There
were no changes in our internal control over financial reporting that occurred
during the fourth quarter of fiscal 2011 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.

|         |                   
|-------- | ------------------
|Item 9B. | Other Information.

None.

Part III

|         |                                                        
|-------- | -------------------------------------------------------
|Item 10. | Directors, Executive Officers and Corporate Governance.

Other
than the information included in this Annual Report on Form 10-K under the caption
Executive Officers of the Registrant, which is set forth at the end of Part
I, the information required by Item 10 is incorporated herein by reference to
the sections labeled Election of Directors, Corporate Governance,
Compliance With Section 16(a) of the Exchange Act, and Security Ownership of
Principal Shareholders, Directors and Management in our definitive proxy
statement for our Fiscal 2012 Annual Meeting of Shareholders.

|         |                        
|-------- | -----------------------
|Item 11. | Executive Compensation.

The
information required by Item 11 is incorporated herein by reference to the
sections labeled Executive Compensation, Director Compensation, and
Corporate GovernancePersonnel and Compensation Committee in our definitive
proxy statement for our Fiscal 2012 Annual Meeting of Shareholders.

|         |                                                                                                 
|-------- | ------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and
 Related Stockholder Matters.

The
information required by Item 12 is incorporated herein by reference to the
sections labeled Security Ownership of Principal Shareholders, Directors and
Management and Equity Compensation Plan Information in our definitive proxy
statement for our Fiscal 2012 Annual Meeting of Shareholders.

|         |                                                                            
|-------- | ---------------------------------------------------------------------------
|Item 13. | Certain Relationships and Related Transactions, and Director
 Independence.

The
information required by Item 13 is incorporated herein by reference to the
sections labeled Corporate GovernanceIndependence and Certain Transactions
and Business Relationships in our definitive proxy statement for our Fiscal
2012 Annual Meeting of Shareholders.

|         |                                        
|-------- | ---------------------------------------
|Item 14. | Principal Accounting Fees and Services.

The
information required by Item 14 is incorporated herein by reference to the
sections labeled Ratification of the Appointment of McGladrey & Pullen,
LLP as the Companys Independent Registered Public Accounting FirmAudit Fees
in our definitive proxy statement for our Fiscal 2012 Annual Meeting of
Shareholders.

47

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Table of Contents

|         |                                         
|-------- | ----------------------------------------
|Item 15. | Exhibits, Financial Statement Schedules.

| |     |                                          |                                                                                                                                 |                                                                                                                              
| | --- | ---------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------
| | (a) | Documents
 filed as part of this report.
| |     |                                          |                                                                                                                                 |                                                                                                                              
| |     | (1)                                      | Financial
 Statements. The following financial statements are included in Part II, Item
 8 of this Report:                     
| |     |                                          |                                                                                                                                 |                                                                                                                              
| |     |                                          |                                                                                                                                | Report of
 McGladrey & Pullen, LLP on Consolidated Financial Statements as of and
 for the years ended June 30, 2011 and 2010
| |     |                                          |                                                                                                                                 |                                                                                                                              
| |     |                                          |                                                                                                                                | Consolidated
 Balance Sheets as of June 30, 2011 and 2010                                                                    
| |     |                                          |                                                                                                                                 |                                                                                                                              
| |     |                                          |                                                                                                                                | Consolidated
 Statements of Income for each of the two years in the period ended June 30,
 2011                              
| |     |                                          |                                                                                                                                 |                                                                                                                              
| |     |                                          |                                                                                                                                | Consolidated
 Statements of Equity for each of the two years in the period ended June 30,
 2011                              
| |     |                                          |                                                                                                                                 |                                                                                                                              
| |     |                                          |                                                                                                                                | Consolidated
 Statements of Cash Flows for each of the two years in the period ended June
 30, 2011                          
| |     |                                          |                                                                                                                                 |                                                                                                                              
| |     |                                          |                                                                                                                                | Notes to
 Consolidated Financial Statements                                                                                  
| |     |                                          |                                                                                                                                 |                                                                                                                              
| |     | (2)                                      | Financial
 Statement Schedules. The following consolidated financial statement schedule
 is included in Item 8: Not applicable.
| |     |                                          |                                                                                                                                 |                                                                                                                              
| |     | (3)                                      | Exhibits.
 See Exhibit Index to Form 10-K immediately following the signature page of
 this Form 10-K.                       

48

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Table of Contents

SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) 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.

|                          |                                      
|------------------------- | -------------------------------------
|                          | ELECTROMED,
 INC.                    
|                          |                                      
|Date:
 September 14, 2011 | /s/ Robert
 D. Hansen                
|                          | Robert D.
 Hansen                    
|                          | Chairman and
 Chief Executive Officer

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has
been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

Each
person whose signature appears below constitutes and appoints Robert D. Hansen
as the undersigneds true and lawful attorney-in fact and agent, with full
power of substitution and resubstitution, for the undersigned and in the
undersigneds name, place and stead, in any and all amendments to this Annual
Report on Form 10-K and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granted unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do
or cause to be done by virtue thereof.

|                             |  |                                                   |  |                   
|---------------------------- |  | ------------------------------------------------- |  | ------------------
|Signature                    |  | Title                                             |  | Date              
|                             |  |                                                   |  |                   
|/s/ Robert D.
 Hansen        |  | Co-Founder,
 Chairman and Chief Executive Officer |  | September 14, 2011
|Robert D.
 Hansen            |  | (principal
 executive officer)                    |  |                   
|                             |  |                                                   |  |                   
|/s/ Terry M.
 Belford        |  | Chief
 Financial Officer                          |  | September 14, 2011
|Terry M.
 Belford, CPA, CMA  |  | (principal
 financial officer)                    |  |                   
|                             |  |                                                   |  |                   
|/s/ Jeremy
 T. Brock         |  | Financial
 Controller                             |  | September 14, 2011
|Jeremy T.
 Brock             |  | (principal
 accounting officer)                   |  |                   
|                             |  |                                                   |  |                   
|/s/ Craig N.
 Hansen         |  | Co-Founder
 and Director                          |  | September 14, 2011
|Craig N.
 Hansen             |  |                                                   |  |                   
|                             |  |                                                   |  |                   
|/s/ Stephen
 H. Craney       |  | Director                                          |  | September 14, 2011
|Stephen H.
 Craney           |  |                                                   |  |                   
|                             |  |                                                   |  |                   
|/s/ William
 V. Eckles       |  | Director                                          |  | September 14, 2011
|William V.
 Eckles           |  |                                                   |  |                   
|                             |  |                                                   |  |                   
|/s/ Thomas
 M. Hagedorn      |  | Director                                          |  | September 14, 2011
|Thomas M.
 Hagedorn          |  |                                                   |  |                   
|                             |  |                                                   |  |                   
|/s/ Darrel
 L. Kloeckner     |  | Director                                          |  | September 14, 2011
|Darrel L.
 Kloeckner         |  |                                                   |  |                   
|                             |  |                                                   |  |                   
|/s/ Dr.
 George H. Winn, DDS |  | Director                                          |  | September 14, 2011
|Dr. George
 H. Winn, DDS     |  |                                                   |  |                   

49

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Table of Contents

EXHIBIT INDEX
ELECTROMED, INC.
FORM 10-K

|                 |  |                                                                                                                                                                                                                                                                 
|---------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit 
 Number |  | Description                                                                                                                                                                                                                                                     
|                 |  |                                                                                                                                                                                                                                                                 
|3.1              |  | Articles of
 Incorporation of Electromed, Inc., as amended.(a)                                                                                                                                                                                                  
|                 |  |                                                                                                                                                                                                                                                                 
|3.2              |  | Bylaws of
 Electromed, Inc.(a)                                                                                                                                                                                                                                  
|                 |  |                                                                                                                                                                                                                                                                 
|3.3              |  | Amendment
 No. 3 to Articles of Incorporation of Electromed, Inc., incorporated herein
 by reference to Exhibit 3.1 to the Registrants Quarterly Report on Form 10-Q
 for the quarter ended December 31, 2010, filed with the Commission on
 February 11, 2011.
|                 |  |                                                                                                                                                                                                                                                                 
|4.1              |  | Specimen
 Common Stock Certificate.(b)                                                                                                                                                                                                                          
|                 |  |                                                                                                                                                                                                                                                                 
|10.1             |  | Credit
 Agreement, dated December 9, 2009, between Electromed, Inc. and U.S. Bank,
 N.A.(a)                                                                                                                                                                     
|                 |  |                                                                                                                                                                                                                                                                 
|10.2             |  | $3,500,000
 Revolving Note, dated December 9, 2009, payable to U.S. Bank, N.A.(a)                                                                                                                                                                               
|                 |  |                                                                                                                                                                                                                                                                 
|10.3             |  | $1,520,000
 Term Loan A, dated December 9, 2009, payable to U.S. Bank N.A.(a)                                                                                                                                                                                   
|                 |  |                                                                                                                                                                                                                                                                 
|10.4             |  | $1,000,000
 Term Loan B, dated December 9, 2009, payable to U.S. Bank N.A.(a)                                                                                                                                                                                   
|                 |  |                                                                                                                                                                                                                                                                 
|10.5             |  | Security
 Agreement, dated December 9, 2009, between Electromed, Inc. and U.S. Bank
 N.A.(a)                                                                                                                                                                    
|                 |  |                                                                                                                                                                                                                                                                 
|10.6             |  | Security
 Agreement, dated December 9, 2009, between Electromed Financial, LLC and U.S.
 Bank N.A.(a)                                                                                                                                                           
|                 |  |                                                                                                                                                                                                                                                                 
|10.7             |  | Pledge
 Agreement, dated December 9, 2009, between Electromed, Inc. and U.S. Bank
 N.A.(a)                                                                                                                                                                      
|                 |  |                                                                                                                                                                                                                                                                 
|10.8             |  | Mortgage,
 Security Agreement, Assignment of Leases and Rents and Fixture Financing
 Statement, dated December 9, 2009, between Electromed, Inc. and U.S. Bank
 N.A.(a)                                                                                         

50

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Table of Contents

|      |  |                                                                                                                                                                                                                                                                                                        
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.9  |  | Guaranty,
 dated December 9, 2009, between Electromed Financial, LLC and U.S. Bank, N.A.(a)                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                        
|10.10 |  | Environmental
 and ADA Indemnification Agreement dated December 9, 2009, between Electromed,
 Inc. and U.S. Bank N.A.(a)                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                        
|10.11 |  | Form of
 Assignment of Patent Application.*                                                                                                                                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                        
|10.12 |  | Employment
 Agreement, dated January 1, 2010, between Electromed, Inc. and Robert D.
 Hansen.(a)**                                                                                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                        
|10.13 |  | Employment
 Agreement, dated January 1, 2010, between Electromed, Inc. and Terry Belford.(a)**                                                                                                                                                                                                         
|      |  |                                                                                                                                                                                                                                                                                                        
|10.14 |  | Non-Competition,
 Non-Solicitation, and Confidentiality Agreement dated January 1, 2010 between
 Electromed, Inc. and Robert D. Hansen.(a)**                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                        
|10.15 |  | Non-Competition,
 Non-Solicitation, and Confidentiality Agreement dated January 1, 2010,
 between Electromed, Inc. and Terry Belford(a).**                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                        
|10.16 |  | Unit
 Purchase Agreement, dated March 2, 2010, between Electromed, Inc. and Robert
 D. Hansen.(a)                                                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                        
|10.17 |  | Letter
 Agreement dated February 16, 2010, between Electromed, Inc. and Hansen Engine
 Technologies, Inc.(c)                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                        
|10.18 |  | Form of
 warrant issued to investors, incorporated herein by reference to the exhibit
 4.2 in Amendment 2, filed with the Commission on July 7, 2010, to
 Registration Statement on Form S-1, Reg. No. 333-166470, filed with the
 Commission on May 3, 2010.                                          
|      |  |                                                                                                                                                                                                                                                                                                        
|10.19 |  | Form of
 warrant issued to employees and service providers, incorporated herein by
 reference to the exhibit 4.3 in Amendment 2, filed with the Commission on
 July 7, 2010, to Registration Statement on Form S-1, Reg. No. 333-166470,
 filed with the Commission on May 3, 2010.                    
|      |  |                                                                                                                                                                                                                                                                                                        
|10.20 |  | Form of
 warrant issued in connection with 7% Senior Secured Convertible Notes,
 incorporated herein by reference to the exhibit 4.4 in Amendment 2, filed
 with the Commission on July 7, 2010, to Registration Statement on Form S-1,
 Reg. No. 333-166470, filed with the Commission on May 3, 2010.

51

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Table of Contents

|      |  |                                                                                                                                                                                                                                                                                                          
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.21 |  | Warrant
 Agreement between Electromed, Inc. and Feltl and Company, Inc. dated August
 18, 2010, incorporated herein by reference to Exhibit 10.1 to the Registrants
 Current Report on Form 8-K filed with the Commission on August 18, 2010.                                                           
|      |  |                                                                                                                                                                                                                                                                                                          
|10.22 |  | Letter dated
 September 23, 2010 from U.S. Bank, N.A. regarding waiver of Event of Default
 under Credit Agreement, incorporated herein by reference to Exhibit 10.22 to
 the Registrants Annual Report on Form 10-K for the year ended June 30, 2010,
 filed with the Commission on September 28, 2010.
|      |  |                                                                                                                                                                                                                                                                                                          
|10.23 |  | Warrant
 Agreement between Electromed, Inc. and Feltl and Company, Inc. dated
 September 28, 2010, incorporated herein by reference to Exhibit 10.1 to the
 Registrants Current Report on Form 8-K filed with the Commission on October
 4, 2010.                                                       
|      |  |                                                                                                                                                                                                                                                                                                          
|10.24 |  | First
 Amendment to Credit Agreement between Electromed, Inc. and U.S. Bank, N.A.,
 incorporated herein by reference to Exhibit 10.1 to the Registrants
 Quarterly Report on Form 10-Q for the quarter ended December 31, 2010, filed
 with the Commission on February 11, 2011.                        
|      |  |                                                                                                                                                                                                                                                                                                          
|10.25 |  | Summary of
 Director Compensation, incorporated herein by reference to Exhibit 10.1 to the
 Registrants Quarterly Report on Form 10-Q for the quarter ended March 31,
 2011, filed with the Commission on May 13, 2011.**                                                                               
|      |  |                                                                                                                                                                                                                                                                                                          
|10.26 |  | Employment
 Offer Letter from Electromed, Inc. to Dr. James J. Cassidy, incorporated
 herein by reference to exhibit 10.1 to the Registrants Current Report on
 Form 8-K, filed with the Commission on June 2, 2011.**                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                          
|21.1  |  | Subsidiaries
 of Electromed, Inc.*                                                                                                                                                                                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                          
|31.1  |  | Certification
 Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                                                                                                                                                                
|      |  |                                                                                                                                                                                                                                                                                                          
|31.2  |  | Certification
 Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*                                                                                                                                                                                                                                
|      |  |                                                                                                                                                                                                                                                                                                          
|32.1  |  | Certification
 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*                                                                                                                                                                                                                                
|      |  |                                                                                                                                                                                                                                                                                                          
|32.2  |  | Certification
 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*                                                                                                                                                                                                                                

| |     |                                                                                                                                                                                                                           
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | *   | Filed
 herewith                                                                                                                                                                                                           
| | **  | Management
 compensatory contract or arrangement.                                                                                                                                                                         
| | (a) | Incorporated
 herein by reference to the cited exhibit in Registration Statement on Form
 S-1, Reg. No. 333-166470, filed with the Commission on May 3, 2010.                                                             
| | (b) | Incorporated
 herein by reference to the cited exhibit in Amendment 1, filed with the
 Commission on June 17, 2010, to Registration Statement on Form S-1, Reg. No.
 333-166470, filed with the Commission on May 3, 2010.
| | (c) | Incorporated
 herein by reference to the cited exhibit in Amendment 2, filed with the
 Commission on July 7, 2010, to Registration Statement on Form S-1, Reg. No.
 333-166470, filed with the Commission on May 3, 2010. 

52

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