U.S. Securities and
Exchange Commission 
Washington, D.C. 20549

Form 10-QSB

(Mark One)

| | [X] | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 For the period ended October 31, 2005
| | --- | -----------------------------------------------------------------------------------------------------------------------

| | [  ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No
Fee Required] For the transition period from______ to _______
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------

Commission
File number 0-21019

PURE Bioscience (Name of small business
issuer in its charter)

|                                                                                         |                                  
|---------------------------------------------------------------------------------------- | ---------------------------------
|California                                                                               | 33-0530289                       
|(State or other jurisdiction of incorporation or     
                     organization) | (IRS Employer Identification No.)

1725 Gillespie Way, El
Cajon, California 92020(Address of principal
executive offices)

619 596 8600Issuers telephone
number

Check
whether the issuer (1) filed all reports to be filed by Section 13 or 15(d) of the
Exchange Act during the past 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

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes XNo

State
the number of shares outstanding of each of the issuers classes of common equity as
of the latest practicable date: 17,678,305 as of December 12, 2005.

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|        |                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                       
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Part 1. | Financial Information
Item 1.              
                     
                     
                     
Item 2.              
Item 3.                 | Financial Statements
Balance Sheets as of July 31, 2005 and October 31, 2005 
Statements of Operations for the three months ended October 31, 2005 and 2004
Statements of Cash Flows for the three months ended October 31 2005 and 2004
Management's Discussion and Analysis of Financial Condition and Results of Operations
Controls and Procedures
|Part II | Other Information
Item 1.          
Item 2.          
Item 3.          
Item 4.          
Item 5.          
Item 6.          
Signatures and Certifications | Legal Proceedings
Changes in Securities
Defaults Upon Senior Securities: None
Submission of Matters to a Vote of Security Holders: None
Other Information
Exhibits and Reports on Form 8-K                                                                                                                                                            

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|CONSOLIDATED BALANCE SHEETS                               
|----------------------------------------------------------
|
|ASSETS                                                    
|Current Assets                                            
|Cash and cash equivalents                                 
|Accounts receivable, net of allowance for doubtful        
|accounts of $ 8,000 at July 31, 2005 and                  
|$8,000 at October 31, 2005                                
|Other receivables                                         
|Notes receivable                                          
|Inventories                                               
|Prepaid expenses                                          
|Interest receivable                                       
|                                                          
|Total current assets                                      
|                                                          
|Property, Plant and Equipment                             
|Property, plant and equipment                             
|                                                          
|Total property, plant and equipment                       
|                                                          
|Other Assets                                              
|Deposits                                                  
|Patents and licenses                                      
|                                                          
|Total other assets                                        
|                                                          
|Total assets                                              
|                                                          
|LIABILITIES AND STOCKHOLDERS EQUITY                       
|Current Liabilities                                       
|Accounts payable                                          
|Accrued liabilities                                       
|Income taxes payable                                      
|                                                          
|Total current liabilities                                 
|                                                          
|Stockholders' Equity                                      
|Preferred Stock                                           
|Class A common stock, no par value:                       
|50,000,000 shares authorized                              
|17,713,306 issued and outstanding at October 31, 2005, and
|17,713,306 issued and outstanding at July 31, 2005        
|Warrants:                                                 
|640,929 issued and outstanding at October 31, 2005, and   
|640,929 issued and outstanding at July 31, 2005           
|Accumulated deficit                                       
|                                                          
|Total stockholders' equity                                
|                                                          
|Total liabilities and stockholders' equity                
|                                                          

The accompanying notes
are an integral part of the financial statements

3

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|CONSOLIDATED STATEMENTS OF OPERATIONS        | 
|-------------------------------------------- | 
|
|
|Net revenues                                 | 
|Cost of sales                                | 
|                                             | 
|Gross profit                                 | 
|                                             | 
|Selling expenses                             | 
|General and administrative expenses          | 
|Research and development                     | 
|                                             | 
|Total operating costs                        | 
|                                             | 
|Loss from operations                         | 
|                                             | 
|Other income and (expense):                  | 
|Interest income                              | 
|Interest expense                             | 
|Other                                        | 
|                                             | 
|Total other income (expense)                 | 
|                                             | 
|Loss from continuing operations              | 
|Discontinued operations:                     | 
|Income from discontinued operations          | 
|                                             | 
|Net loss before taxes                        | 
|Income tax provision                         | 
|                                             | 
|Net loss after taxes                         | 
|                                             | 
|Net loss per common share, basic and diluted | 
|Continuing operations                        | 
|Discontinued operations                      | 
|Income tax provision                         | 
|                                             | 
|Net loss                                     | 
|                                             | 

|CONSOLIDATED STATEMENTS OF ACCUMULATED DEFICITS | 
|----------------------------------------------- | 
|
|
|Balance, beginning of period                    | 
|                                                | 
|Net income (loss)                               | 
|                                                | 
|Balance, end of period                          | 
|                                                | 

The accompanying notes
are an integral part of the financial statements

4

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|CONSOLIDATED STATEMENTS OF CASH FLOWS                       | 
|----------------------------------------------------------- | 
|
|
|Cash flows from operating activities:                       | 
|                                                            | 
|Net loss                                                    | 
|                                                            | 
|Adjustments to reconcile net income to net cash             | 
|provided by operating activities:                           | 
|Amortization                                                | 
|Depreciation                                                | 
|Services and interest paid for with stock and warrants      | 
|Pre-tax income from discontinued operations                 | 
|Changes in assets and liabilities:                          | 
|(Increase) decrease in accounts receivable                  | 
|(Increase) decrease in other receivables                    | 
|(Increase) decrease in notes receivable                     | 
|(Increase) decrease in prepaid expense                      | 
|(Increase) decrease in interest receivable                  | 
|(Increase) decrease in inventory                            | 
|Increase (decrease) in accounts payable                     | 
|Increase (decrease) in accrued cash liabilities             | 
|                                                            | 
|Net cash (used) in operating activities                     | 
|                                                            | 
|Cash flows from investing activities                        | 
|                                                            | 
|Change in capitalized patents and licences                  | 
|Purchase of property, plant and equipment                   | 
|                                                            | 
|Net cash (used) in investing activities                     | 
|                                                            | 
|Cash flows from financing activities                        | 
|                                                            | 
|Proceeds from sale of common stock                          | 
|                                                            | 
|Net cash provided by financing activities                   | 
|                                                            | 
|Cash flows from discontinued operations:                    | 
|                                                            | 
|Cash flows from operation of Water Treatment Division       | 
|                                                            | 
|Net cash from discontinued operations                       | 
|                                                            | 
|Net increase (decrease) in cash and cash equivalents        | 
|                                                            | 
|Cash and cash equivalents at beginning of period            | 
|                                                            | 
|Cash and cash equivalents at end of period                  | 
|                                                            | 
|Supplemental disclosures of cash flow information           | 
|Cash paid for interest                                      | 
|Cash paid for taxes                                         | 
|Non-cash investing and financing activities:                | 
|Value of shares issued in exchange for  assets and services | 
|Value of options issued in exchange for services            | 

The
accompanying notes are an integral part of the financial statements

5

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# NOTES TO FINANCIAL
STATEMENTS

Note 1. Financial
StatementsThe financial statements included
herein have been prepared by PURE Bioscience (we, us) without
audit, pursuant to the rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in the financial statements
prepared in accordance with generally accepted accounting principles have been condensed
or omitted as allowed by such rules and regulations, and we believe that the disclosures
are adequate to make the information presented not misleading. These financial statements
should be read in conjunction with our audited financial statements for the period ending
July 31, 2005 and their accompanying notes, as filed with the Securities and Exchange
Commission in our 10K-SB on October 31, 2005. While management believes the procedures
followed in preparing the financial statements contained in the financial statements
included in this quarterly report on Form 10Q-SB are reasonable, the accuracy of the
amounts are at least partially dependent upon facts that will exist and results that will
be accomplished by us later in the fiscal year. The results of operations for the interim
periods are not necessarily indicative of the results of operations for the full year.

We believe that the accompanying
unaudited financial statements contain all adjustments (including normal recurring
adjustments) necessary to present fairly the operations and cash flows for the periods
presented.

Note 2. Business Segment
and Sales ConcentrationsIn accordance with the provisions of
SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, certain
information may be disclosed based on the way we organize financial information for making
operating decisions and assessing performance. SFAS 131 requires that we apply standards
based on a management approach, and requires segmentation based upon our internal
organization and disclosure of revenue and operating income based upon internal accounting
methods. In determining operating segments, we have reviewed the current management
structure reporting to the chief operating decision-maker (CODM) and analyzed
the reporting the CODM receives to allocate resources and measure performance.

Our business activity was
historically divided, managed and conducted in two basic business segments; the Water
Treatment division, including Commercial Water and Residential Retail products and the
Nutripure Water Dealer program; and the Bioscience division, consisting of our Silver
Dihydrogen Citrate antimicrobial and the Innovex line of pest control products. However,
in May 2005 we sold the assets of our Water Treatment Division to Maryland-based
Innovative Medical Services, LLC. In the financial statements included in this report, the
Water Treatment division is included as a Discontinued Operation in the Consolidated
Statements of Operations and Cash Flows presented for comparative purposes relating to the
period ending October 31, 2004.

Subsequent to the sale of the Water
Treatment division, we have determined that based upon the end use of our products, the
value added processes made by us, the regulatory requirements, the customers and partners,
and the strategy required to successfully market finished products, we are operating in a
single segment.

In the quarter ended October 31,
2005, 85% of sales were made to one strategic partner that is also developing markets for
our products. In future periods, we expect sales to be diversified across a greater number
of customers.

Note 3. ReclassificationsCertain reclassifications have been
made to previously reported statements to conform to our current financial statement
format.

Note 4. Subsequent EventsIn November 2005, we received $30,000
from a private placement, to three accredited investors, of 39,999 shares of common stock
at $0.75 per share. Also in November 2005, an option was exercised on 50,000 shares at an
exercise price of $0.53 per share, resulting in proceeds to us of $26,500. In December
2005, we issued 25,000 shares of common stock valued at $19,250 or $0.77 per share (based
on the market price of the stock when services were rendered) in exchange for consulting
services.

With respect to sales of our common
stock made during the quarter, we relied on Section 4(2) of the Securities Act of 1933, as
amended. No advertising or general solicitation was employed in offering the securities.
The securities were offered solely to accredited or sophisticated investors, who were
provided all of the current public information available on PURE Bioscience.

6

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ITEM 2. MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis
should be read in conjunction with the audited and unaudited financial statements of PURE
Bioscience.

OVERVIEWPURE Bioscience began as a provider
of pharmaceutical water purification products, however we are now developing into markets
with broader potential with new, proprietary bioscience products based upon our patented
silver ion antimicrobial technologies and patent pending boric acid based pesticide
technologies. In May 2005, we sold the assets of our Water Treatment Division to
Maryland-based Innovative Medical Services, LLC for $2,375,000. We used a portion of the
proceeds of the sale to retire substantially all debt, and the remainder to capitalize the
continuing commercialization of our current and future bioscience products.

# 

Bioscience TechnologyOur flagship bioscience technology is
an aqueous disinfectant, Silver Dihydrogen Citrate (SDC). A patented new
molecule, SDC is an electrolytically generated source of stabilized ionic silver that can
serve as the basis for a broad range of products in diverse markets. SDC liquid is
colorless, odorless, tasteless, non-caustic and formulates well with other compounds. As a
platform technology, our SDC-based antimicrobial is distinguished from competitors in the
marketplace because of its superior efficacy combined with reduced toxicity. We produce
and market pre-formulated, ready-to-use products, as well as varying strengths of SDC
concentrate as an additive or raw material for inclusion in other companies
products.

We currently have Environmental
Protection Agency (EPA) registration for our 2400-parts per million (ppm) technical grade
SDC concentrate (trade name Axenohl®) as well as for our Axen® and Axen®30
hard surface disinfectant products for commercial, industrial and consumer applications
including restaurants, homes and medical facilities. The Axen30 EPA registration includes
a 30 second kill time on standard indicator bacteria, a 24 hour residual kill on standard
indicator bacteria, a 2 minute kill time on some resistant strains of bacteria, 10 minute
kill time on fungi, 30 second kill time on HIV Type I, and 10 minute kill time on other
viruses. These claims distinguish the efficacy of Axen30 from many of the leading
commercial and consumer products currently on the market, while maintaining lower toxicity
ratings. Based on the EPA toxicity categorization of antimicrobial products that ranges
from Category I (high toxicity) down to Category IV, Axen30 is an EPA Category IV
antimicrobial for which precautionary labeling statements are normally not required. This
compares with Category II warning statements for most leading brands of disinfectant
products.

Our technology also shows promise as
a broad-spectrum antimicrobial and anti-fungal for use in human and veterinary healthcare
products. We have chosen to pursue approvals through the U.S. Food and Drug Administration
(FDA) by partnering with Therapeutics, Incorporated, which has assumed responsibility for
funding and managing the testing and regulatory process for potential FDA regulated
SDC-based products. Therapeutics, Incorporated is focusing on development of SDC-based
products for the treatment of bacterial, viral and fungal mediated diseases and
conditions, beginning with womens health products and acne treatment products.
Therapeutics, Incorporated expects its development work will result in multiple
Investigational New Drug (IND) filings with the US FDA.

We also market a patent-pending
pesticide technology, Triglycylboride which, like SDC, provides effective results
without human toxicity and is an alternative to traditional poisons. Triglycylboride has
been formulated into EPA registered RoachX® and AntX, the key products in our
Innovex® line of pest control products. In addition, the Innovex® line features
our EPA-exempt non-toxic TrapX® rodent lure, and our EPA registered CleanKill,
the SDC-based hard surface disinfectant for the pest control industry. The pest control
products are being marketed to both commercial pest control and consumer products
companies.

RESULTS OF OPERATIONS FOR THE
THREE MONTHS ENDED OCTOBER 31, 2005 VERSUS THREE MONTH ENDED OCTOBER 31, 2004In May
2005 we sold the assets of our Water Treatment Division and are now completely focused on
the development of our bioscience technologies.

The assets of the Water Treatment
Division were sold in May 2005 to Maryland-based Innovative Medical Services, LLC for
$2,375,000. In the fiscal year ending July 31, 2005, we received $2,175,000 in cash, and
in the quarter ended October 31, 2005, we received the balance of $200,000 plus interest
on a promissory note. In the financial statements included in this Report on Form 10Q-SB,
the Water Treatment division is included as a Discontinued Operation in the Consolidated
Statements of Operations and Cash Flows presented for comparative purposes relating to the
period ending October 31, 2004.

During the quarter ended October 31,
2005, revenues of $55,200 increased by 117% over the quarter ended October 31, 2004. We
are at an early stage in the development and marketing of our bioscience technologies in
highly competitive markets, and we anticipate that market acceptance of our novel
technology may be a long term achievement. Even when our SDC products have been approved
by regulatory authorities and are available for commercial sale, there is often an
extended period of time in which potential users formulate and test them before committing
to significant purchases. Each formulation of our products requires regulatory approval
for each respective jurisdiction in which it is sold, and in addition to competitive
challenges, we believe that the investment necessary to pursue research, testing and
regulatory approval for SDC-based products will continue to be significant. However, we
believe we are in a position to accelerate additional regulatory approvals and negotiate
distribution, development and marketing agreements for the inclusion of SDC into multiple
global products. We therefore expect sales of our SDC-based products and, to a lesser
extent, our pesticide products, to accelerate in future periods.

Gross profit for the quarter ended
October 31, 2005 was $40,400 versus $17,700 in the same quarter of the prior fiscal year.
The gross margin percentage improved from 70% to 73% over the same period, primarily due
to favorable product mix.

Operating costs declined from
$652,600 in the quarter ended October 31, 2004, to $642,300 in the quarter ended October
31, 2005. Included in these amounts, general and administrative expenses, including the
cost of pursuing arbitration proceedings, increased by $19,100 or 6.9%, while research and
development costs, including patent, license and product registration expenditures,
declined by $34,300 or 12.1%. In the quarter ended October 31, 2005, research and
development expense was $249,000, and was primarily related to the continuing development
of our silver dihydrogen citrate technology.

7

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Our net loss from operations,
excluding earnings from the Water Treatment Division prior to its sale, improved by
$23,400, from a net loss of $632,900 in the quarter ended October 31, 2004 to a net loss
of $609,500 in the quarter ended October 31, 2005. Earnings from the Water Treatment
Division in the quarter ended October 31, 2004, shown in the Statements of Operations as
Income from discontinued operations, were $150,200, resulting in a
consolidated net loss in the prior period of $482,700.

LIQUIDITY AND CAPITAL
RESOURCESFrom inception through the present,
we have financed our operations primarily through our initial public offering in August of
1996, by subsequent private placement stock sales, and in May 2005 by the sale of our
Water Treatment Division.

In March 2005 we paid off a $300,000
convertible debenture and had $535,000 in loans forgiven in partial consideration for the
return of a trust deed. In addition, in May 2005 we paid off a $600,000 line of credit and
a $90,000 loan. As a result of these transactions, we have no long-term debt.

In May 2005, we sold the assets of
our Water Treatment Division to Maryland-based Innovative Medical Services, LLC (IMS LLC)
for $2,375,000. IMS LLC also assumed all liabilities associated with the Division. At
closing, we received $1,950,000 in cash and a promissory note in the amount of $425,000.
In June, we received a cash payment of $225,000, leaving a $200,000 promissory note on the
Consolidated Balance Sheet as at July 31, 2005. In August, during the quarter ended
October 31, 2005, we received the balance of $200,000 plus interest of $3,900 on the
promissory note.

We agreed to continue to fund the
working capital of IMS LLC subsequent to the sale of the Water Treatment Division, until
such time as IMS LLC had in place their appropriate legal and tax registrations, in order
to enable the continuation of payroll and an uninterrupted supply of materials and
components for the business. At July 31, 2005, we had funded $132,521 of working capital
on IMS LLCs behalf. During the quarter ended October 31, 2005, in addition to the
payment of the promissory note IMS LLC reimbursed us for the working capital we had
provided subsequent to the sale. We are no longer providing any working capital for IMS
LLC.

As at October 31, 2005 we had current
assets of $294,600, a decrease of $644,300 from July 31, 2005. The decrease is due
primarily to cash used in our operations as discussed below. At October 31, 2005 we had
current liabilities of $244,200, a decrease of $109,100 from July 31, 2005, including a
reduction in accounts payable of $87,700.

In the quarter ended October 31,
2005, property, plant and equipment declined by $16,400 to $135,500, primarily due to
asset depreciation. Other assets decreased by $57,900 in the quarter, due primarily to an
excess of patent amortization over patent capitalization. Other assets of $2,165,300
consist almost entirely of patents and licenses.

No shares or warrants were issued
during the quarter ended October 31, 2005.

Net cash outflows were $362,600 for
the quarter ended October 31, 2005. Excluding the receivables associated with the sale of
the Water Treatment Division as discussed above, net cash outflows were $678,900. Net cash
outflows for the same quarter of the previous fiscal year were $123,100, excluding cash
generated from the operation of the Water Treatment Division as a discontinued operation.
The most significant factor accounting for the increase in cash outflows in the current
year compared to the prior year is the use of working capital; in the quarter ended
October 31, 2004, accounts payable and accrued liabilities grew by $247,000, whereas in
the same quarter of the current fiscal year they declined by $109,100. Additionally, in
the quarter ended October 31, 2005 we did not receive any cash from financing activities,
compared to $90,000 raised in the quarter ended October 31, 2004; and investment in
research and development and in protecting our technology through arbitration was greater
in the current period than in the same period of the prior fiscal year.

At October 31, 2005 we had remaining
cash and cash equivalents of $61,300. Subsequent to the end of the quarter, in addition to
accounts receivable collected, we received $30,000 from a private placement, to three
accredited investors, of 39,999 shares of common stock at $0.75 per share; and an option
was exercised on 50,000 shares at an exercise price of $0.53 per share, resulting in
proceeds to us of $26,500. However, our existing working capital will not be sufficient to
fund our ongoing operations and our development plans. We are therefore currently seeking
additional sources of capital to fund operations and investment in planned expansion.
Future investments are expected to include development and expansion of our infrastructure
and manufacturing capacity, product launches, research and development projects and
regulatory submissions.

RISKS RELATED TO OUR
PLANS TO RAISE CAPITALWe are seeking additional capital
through the issuance of debt, equity, convertible securities or through other means, any
one of which may reduce the value to us, perhaps substantially, of the commercialization
of our bioscience technology. The issuance of debt or equity, or convertible securities,
may also lead to the dilution of our existing shareholders. There is no guarantee that we
will be able to obtain capital on terms acceptable to us, or at all. Insufficient funds
may require us to delay, scale back or eliminate some or all of our research and product
development programs, license to third parties the right to commercialize products or
technologies that we would otherwise commercialize ourselves, or to reduce or cease
operations.

OTHER RISKS RELATED TO
OUR BUSINESSBy selling the Water Treatment
Division, we lost the most significant contributor to our historical revenue stream and
became less diversified. We are now a bioscience company focused on the marketing, selling
and continued development of our silver dihydrogen citrate antimicrobial technology and
our Triglycylboride pesticide technology. While the rewards in these fields are
potentially great, the risks, the regulatory hurdles and the costs of doing business are
also high.

Our silver dihydrogen citrate is a
platform technology rather than a single use applied technology. As such, products
developed from the platform fall under the jurisdiction of multiple U.S. and international
regulatory agencies. We currently have Environmental Protection Agency (EPA) registration
for our 2400-parts per million (ppm) technical grade SDC concentrate (trade name
Axenohl®) as well as for our Axen® and Axen®30 hard surface disinfectant
products for commercial, industrial and consumer applications including restaurants, homes
and medical facilities. We intend to fund and manage additional EPA regulated product
development internally and in conjunction with current regulatory consultants, however the
introduction of additional EPA regulated antimicrobial products could take several months.

8

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Our technology also shows promise as
a broad-spectrum antimicrobial for use in human and veterinary healthcare products. We
have chosen to pursue development and product approvals through the U.S. Food and Drug
Administration (FDA) by partnering with Therapeutics, Incorporated, which has assumed
responsibility for the testing and regulatory process for selected potential FDA regulated
silver dihydrogen citrate-based products. We expect that Therapeutics experience
with drug development and FDA processing, especially with regard to dermal
pharmaceuticals, could lead to IND, NDA and/or 510-K filings for silver dihydrogen
citrated-based healthcare products with the FDA. The FDA and comparable agencies in many
foreign countries impose substantial limitations on the introduction of new products
through costly and time-consuming laboratory and clinical testing and other procedures.
The process of obtaining FDA and other required regulatory approvals is lengthy, expensive
and uncertain. There is no guarantee that either Therapeutics, Incorporated or ourselves
will be able to obtain the resources necessary to obtain such approvals, or that the
products will meet the strict criteria imposed by the FDA. It may be several years before
we are able to introduce any FDA regulated antimicrobial pharmaceutical products, if at
all.

If we are successful in bringing
additional EPA or FDA regulated products to market, there is no assurance that we will be
able to successfully manufacture or market the products or that potential customers will
buy them. For example, a current or future competitive product may have, or be perceived
as having, greater efficacy or cost effectiveness. In addition, the market in which we
will sell any such products is dominated by a number of large, well-capitalized
corporations, which may impact our ability to successfully market our products or maintain
any technological advantage we might develop. We may also be subject to changes in
regulations governing the manufacture and marketing of our products, which could increase
our costs, reduce any competitive advantage we may have, or adversely affect our marketing
effectiveness.

VALUATION OF INTANGIBLE
ASSETSSFAS 142 requires that goodwill and
other intangible assets be tested for impairment on an annual basis and between annual
tests in certain circumstances. Recoverability of assets to be held for use is based on
expectations of future discounted cash flows from the related operations, and when
circumstances dictate, we adjust the asset to the extent the carrying value exceeds the
fair value of the asset. Our impairment review process is based on the discounted future
cash flow approach that uses our estimates of revenue driven by assumed market segment
share and estimated costs. Also included in our analysis is an estimate of revenues
expected from our agreement with Therapeutics, Incorporated We have entered into an
agreement with Therapeutics Inc. for the development and commercialization of FDA
regulated silver dihydrogen citrate based products, where Therapeutics is responsible for
all development activities and regulatory filings. In the agreement, Therapeutics Inc. has
agreed to reimburse the Company for $2.2 million of pre-contract acquisition and
development costs of the silver dihydrogen citrate intellectual property as well as
reimbursement for ongoing intellectual property costs associated with silver dihydrogen
citrate. Following the reimbursement of both Therapeutics and our costs, depending
on the type of product we will receive a minimum of 40% of all sales proceeds, licensing
fees, royalty payments and all other forms of cash and non-cash consideration received by
the two parties. We will also realize revenues from the sale of silver dihydrogen citrate
raw material as an active ingredient.

Judgments made by us related to the
expected useful lives of long-lived assets and our ability to realize discounted cash
flows in excess of the carrying amounts of such assets are affected by factors such as the
ongoing maintenance and improvements of the assets and changes in economic and market
conditions. As we assess the ongoing expected cash flows and carrying amounts of our
long-lived assets, these factors could cause us to realize a material impairment charge,
which would result in decreased results of operations and a decrease in the carrying value
of these assets on our consolidated balance sheet.

# 

ITEM 3. CONTROLS AND
PROCEDURESThe Company maintains disclosure
controls and procedures that are designed to ensure that information required to be
disclosed in the Companys Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the SECs rules and forms, and that
such information is accumulated and communicated to the Companys management,
including its Chief Executive Officer and Chief Financial Officer, as appropriate, to
allow timely decisions regarding required disclosure based closely on the definition of
disclosure controls and procedures in Rule 13a-14(c). In designing and
evaluating the disclosure controls and procedures, management recognized that any controls
and procedures, no matter how well designed and operated, can provide only reasonable
assurance of achieving the desired control objectives, and management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.

As of the end of the period, the
Company carried out an evaluation, under the supervision and with the participation of the
Companys management, including the Companys Chief Executive Officer and the
Companys Chief Financial Officer, of the effectiveness of the design and operation
of the Companys disclosure controls and procedures. Based on the foregoing, the
Companys Chief Executive Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures were effective.

There have been no significant
changes in the Companys internal controls or in other factors that could
significantly affect the internal controls subsequent to the date the Company completed
its evaluation.

PART II
ITEM 1. LEGAL PROCEEDINGSIn November 2004, we received a $14.2
million award resulting from an arbitration proceeding against NVID International, Inc.
through the American Arbitration Association International Center for Dispute Resolution.
As a result, our royalty and other contractual obligations to NVID were legally
terminated. Our October 2003 arbitration action against NVID International and Falken
Industries, Ltd., sought damages and relief from continued and ongoing public
dissemination of false, misleading and disparaging statements. The November 2004
arbitration award against NVID is now before the US District Court, Southern District of
California, to be confirmed as a federal judgment. No objection or opposition was filed by
NVID and we await the ruling of the federal court confirming our arbitral award.

9

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In October 2005, we received a
further $3.4 million award plus costs of $241,000 resulting from the binding arbitration
proceeding against Falken Industries. We have also filed the October 2005 arbitration
award with the US District Court, Southern District of California and have been assigned a
confirmation hearing in January, 2006.

In June 2004, we filed an arbitration
action against Nickel Ltd. and Falken Industries Ltd., case number 50 T 133 00319 04, for
breach of contract regarding a license for Axen30. Nickel resisted arbitration, however on
September 30, 2005, the US District Court, Southern District of California ruled that
Nickel was to arbitrate. The arbitration is in progress and currently set for hearing on
the merits in April, 2006.

Nickel Ltd. has recently filed two
lawsuits under the jurisdiction of the Tribunal De Commerce De Paris. The first of these
actions was filed on October 26, 2005 against Pure Bioscience under an agreement (the
Super Distribution Agreement) signed in January 2003, seeking an award in the
amount of approximately $14.6 million, including damages. The second lawsuit was filed on
November 21, 2005 against Carline America, a Nevada corporation, and Pure Bioscience, also
under the Super Distribution Agreement. Carline America was established by Pure Bioscience
solely for the Super Distribution Agreement but never commenced operations or issued
shares due to Nickels breach of contract. This second lawsuit seeks an award in the
amount of approximately $21.9 million including damages from Carline, and also seeks to
hold PURE Bioscience liable for the full amount. The two recent suits follow four previous
suits brought by Nickel against PURE Bioscience in France, all of which were dismissed by
the respective French courts. We are currently, with our French counsel, evaluating the
two lawsuits; however, we believe the latest two suits are frivolous, maliciously false
and wholly without merit.

ITEM 2. CHANGES IN
SECURITIESSubsequent to quarter end, in
November 2005, we conducted a private placement of 39,999 shares of common stock to three
accredited investors for $30,000. Also in November, an option on 50,000 shares was
exercised for $26,500. In December we issued 25,000 shares of common stock in exchange for
services.

With respect to sales made, we relied
on Section 4(2) of the Securities Act of 1933, as amended. No advertising or general
solicitation was employed in offering the securities. The securities were offered solely
to accredited or sophisticated investors who were provided all of the current public
information available on PURE Bioscience.

ITEM 3. DEFAULTS UPON
SENIOR SECURITIESNot applicable.

ITEM 4. SUBMISSION OF MATTERS
TO A VOTE OF SECURITY HOLDERSNone.

ITEM 5. OTHER INFORMATION
Not applicable.

# 

ITEM 6. EXHIBITS AND
REPORTS ON FORM 8-KA.    
The following Exhibits are filed as part of this report pursuant to Item 601 of
Regulation S-B:

|3.1 (1) |  Articles of Incorporation, Articles of Amendment and Bylaws
|------- | -------------------------------------------------------------

|3.1.1(13) |  Articles
of Amendment dated March 11, 2002
|--------- | --------------------------------------------

|4.1 (1) |  Form of Class A Warrant
|------- | -------------------------

|4.2 (1) |  Form
of Class Z Warrant
|------- | -------------------------

|4.3 (1) |  Form
of Common Stock Certificate
|------- | ----------------------------------

|4.4 (1) |  Warrant
Agreement
|------- | -------------------

|4.5 (2) |  March
2000 Warrant
|------- | --------------------

|4.6 (3) |  January
2001 Warrant
|------- | ----------------------

|4.7 (4) | Convertible
Debenture
|------- | ----------------------

|4.8 (5) |  Convertible
Debenture Purchase Agreement
|------- | ------------------------------------------

|4.9 (6) | Convertible
Debenture Warrant
|------- | ------------------------------

|10.1 (1) | Employment
Contract/Michael L. Krall
|-------- | -------------------------------------

|10.2 (7) |   Manufacturing, Licensing and Distribution Agreement dated March 26, 2001
|-------- | ---------------------------------------------------------------------------

|10.3 (8) |  Axenohl License Agreement
|-------- | ---------------------------

|10.4 (9) |  Weaver  Roach X Assignment
|-------- | -----------------------------

|10.5 (9) |   Dodo  Agreement   [CONFIDENTIAL   TREATMENT  REQUESTED  FOR  CERTAIN  OMITTED
 INFORMATION  FILED                 SEPARATELY]
|-------- | --------------------------------------------------------------------------------------------------------------------------------

|10.6 (8) | Promissory Note of Michael Krall
|-------- | ---------------------------------

|10.7 (8) |  Promissory Note of Gary Brownell
|-------- | ----------------------------------

|10.8  (9) |  Nutripure Dealer Agreement
|--------- | ----------------------------

|10.9 (9) |  Sales Finance Agreement
|-------- | -------------------------

|10.10 (10) |  ETIH2O, Inc., Acquisition Agreement
|---------- | -------------------------------------

|10.11 (11) |  NVID Litigation Settlement Agreement
|---------- | --------------------------------------

|10.12 (12) |  Addendum #1 to NVID Settlement Agreement
|---------- | ------------------------------------------

|10.13(14) |    Therapeutics,  Incorporated  Agreement  [CONFIDENTIAL  TREATMENT  REQUESTED FOR
CERTAIN  OMITTED                 INFORMATION FILED SEPARATELY]
|--------- | --------------------------------------------------------------------------------------------------------------------------------------------------

|10.14 (15) |   Promissory Note dated November 2003 $4,750,000
|---------- | -------------------------------------------------

|10.15 (15) |   Promissory Note dated January 26, 2004 $100,000
|---------- | --------------------------------------------------

|13 (13) |  Subsidiaries of the Registrant
|------- | --------------------------------

10

---



|14.1 (16) |  Code of Ethics
|--------- | ----------------

|31.1 |  Section
302 Certification
|---- | ---------------------------

|31.2 |  Section
302 Certification
|---- | ---------------------------

|32.1 |  Section
906 Certification
|---- | ---------------------------

|32.2 |  Section
906 Certification
|---- | ---------------------------

|(1) | Incorporated
by reference from Form SB-2 registration statement SEC File
                    #333-00434 effective August 8, 1996
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated
by reference from S-3 registration statement, SEC File #333-36248
                    effective on May 17, 2000
|--- | ----------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated
by reference from S-3 registration statement, SEC File #333-55758
                    effective on February 26, 2001
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated
by reference from S-3 registration statement, SEC File #333-61664
                    filed on May 25, 2001
|--- | ------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated
by reference from pre-effective amendment no. 1 to S-3 registration
                    statement, SEC File #333-61664 filed on July 10, 2001
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated
by reference from pre-effective amendment no. 2 to S-3 registration
                    statement, SEC File #333-61664 filed on August 13, 2001
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated
by reference from Current Report on Form 8-K filed on May 24, 2001                     as
amended on October 19, 2001
|--- | ----------------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated
by reference from the Amended Annual Report on Form 10KSB for the
                    fiscal year ended July 31, 2000 filed on October 19, 2001
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated
by reference from Amended Form 10QSB for the nine month period                     ended
April 30, 2001 filed on October 19, 2001
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated
by reference from the Amended Annual Report on Form 10KSB for the
                    fiscal year ended July 31, 2001 filed on November 13, 2001
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Incorporated
by reference from Current Report on Form 8-K filed on December 6,
                    2001
|---- | -------------------------------------------------------------------------------------------------------

|(12) | Incorporated
by reference from Amended Current Report on Form 8-K filed on
                    December 7, 2001
|---- | ---------------------------------------------------------------------------------------------------------------

|(13) | Incorporated
by reference from the Annual Report on Form 10KSB for the fiscal                     year
ended July 31, 2002 filed on October 29, 2003
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Incorporated
by reference from the Amended Annual Report on Form 10KSB for the
                    fiscal year ended July 31, 2003 filed on January 30, 2004
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | Incorporated
by reference from the Amended Quarterly Report for the three month
                    period ended October 31, 2003 filed on February 27, 2004
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | Incorporated
by reference from the Annual Report on Form 10KSB for the fiscal                     year
ended July 31, 2004 filed on October 29, 2004
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------

B.  
               Reports on Form 8-K:

1.       
          Current Report Item 8.01 Other Events filed on October 28, 2005

SIGNATURES
Pursuant to the requirement 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.

| | PURE BIOSCIENCE                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | By:   /s/ Michael L. Krall
          Michael L. Krall, President/CEO
          December 12, 2005
By:   /s/ Andrew J. Buckland
          Andrew J. Buckland, Chief Financial Officer
          December 12, 2005

11