UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




———————


FORM 10-K


———————




ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF


THE SECURITIES EXCHANGE ACT OF 1934




FOR THE FISCAL YEAR ENDED JUNE 30, 2011




Commission File No.: 000-52771




———————


PURAMED BIOSCIENCE, INC.


(Exact name of registrant as specified in its charter)


———————




Minnesota

20-5510104(State or other jurisdiction of Incorporation or organization)

(IRS Employer ID Number)




1326 Schofield Avenue, Schofield, WI   54476


(Address of principal executive offices)    (Zip Code)




(715) 359-6373


(Registrant’s telephone number)




Securities to be registered under Section 12(b) of the Act: None




Securities to be registered under Section 12(g) of the Act:


COMMON STOCK, $.001 PAR VALUE




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   ̈




Indicate by checkmark whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.   ̈




Check whether the Issuer (1) has filed all reports required 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 þ  No  ̈




Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B 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-KSB or any amendment to this Form 10-KSB.    ̈




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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):




Large accelerated filer
o
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
þ




Indicate by checkmark whether registrant is a shell company.    ̈




The aggregate market value of the Common Stock held by nonaffiliates of the Registrant as of September 26, 2011 was approximately $5,187,252 based upon the closing price of the Registrant’s Common Stock on such date.




There were 20,187,563 shares of Common Stock outstanding as of September 26, 2011.




DOCUMENTS INCORPORATED BY REFERENCE:(6) Six




Transitional Small Business Disclosure Format (check one).   YES   ̈  NO þ







TABLE OF CONTENTS




PART IItem 1.
Description of Business


3Item 1A.
Risk Factors


7Item 2.
Description of Property


10Item 3.
Legal Proceedings


10Item 4.
Removed and Reserved


10PART IIItem 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


11Item 6.
Selected Financial Data


11Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations


12Item 8.
Financial Statements and Supplementary Data


16Item 9.
Changes In and Disagreements With Accountants On Accounting And Financial Disclosure


16Item 9A.
Controls And Procedures


16Item 9B.
Other Information


16PART IIIItem 10.
Directors and Executive Officers and Control Persons


17Item 11.
Executive Compensation


18Item 12.
Security Ownership of Certain Beneficial Owners and Management


19Item 13.
Certain Relationships and Related Transactions


20Item 14.
Principal Accountant Fees and Services


20PART IVItem 15.
Exhibits and Financial Statement Schedules


21SIGNATURES


22




2




PART I




ITEM 1. DESCRIPTION OF BUSINESS
  Background




PuraMed BioScience, Inc. (“PuraMed” or the “Company”) was incorporated in Minnesota on May 9, 2006 as a wholly-owned subsidiary of Wind Energy America, Inc. (formerly “Dotronix, Inc.”) for the purpose of engaging in the business of developing and marketing non-prescription over-the-counter healthcare products to remedy various ailments.




In late 2006, PuraMed’s former parent company decided to spin off its PuraMed subsidiary and related healthcare products business. Accordingly, on April 12, 2007, Wind Energy America, Inc. affected a spin-off of PuraMed to shareholders of Wind Energy America, Inc. on a pro rata dividend basis of one common share of PuraMed for each five common shares of Wind Energy America, Inc. Since the April 12, 2007 effective date of the spin-off, PuraMed and Wind Energy America, Inc. have operated separately, with their respective managements, businesses, assets and capital structures being completely independent from each other.




Detailed information regarding this spin-off of PuraMed from Wind Energy America, Inc. (formerly Dotronix, Inc.) is contained in a Form 8-K and exhibit thereto which were filed with the SEC April 10, 2007, and can be readily accessed at the SEC website www.sec.gov.




Overview of Business




The Company is engaged in the business of developing and marketing a line of non-prescription medicinal or healthcare products to be marketed through various retail channels under the LipiGesic® brand and trademark. In an effort to add continuity to all of the PuraMed BioscienceTM products, the Company trademarked the brand name LipiGesic®. The Company has recently completed all product development and design packaging for its initial three products, LipiGesic® M (Migraine), LipiGesic® PM (Insomnia), and LipiGesic® H (Tension Headache).




Product development and design packaging of all PuraMed products have been conducted entirely by the Company’s two principal officers, Russell Mitchell and James Higgins.  Messrs. Mitchell and Higgins have extensive and lengthy experience in new product development and marketing of non-prescription medical products and nutritional supplements and the many varied promotional activities involved in their marketing rollouts. For example, Mitchell Health Technologies served as the master broker for the launch of Quigley Corp’s “Cold-Eeze” treatment for common colds, which within 18 months exceeded $70 million in annual wholesale revenues. The Company considers the long and successful professional involvement of its management team in our industry to be a valuable asset to draw upon to achieve the future growth and profitability anticipated by the Company.




The Company entered the Over-The-Counter healthcare products marketplace in December 2009 by employing “direct to consumer” marketing for its migraine remedy via television commercials and print articles.   The Company is currently undergoing substantial activities to gain broad retail distribution through mainstream drug store chains, mass merchandisers, and food chains directed toward its initial commercial launch of LipiGesic®M Migraine Headache product.  In addition to the direct response advertising campaign, PuraMed is now implementing its marketing campaign utilizing its successful clinical study.  The Company is executing our marketing campaign utilizing our Clinical Trials to overcome consumer and retailer skepticism and provide third party validation of our migraine products efficacy.  The Company’s marketing effort will have a strong consumer emphasis including a Social Marketing Campaign, Medical community detailing and sampling, Continuing Medical Education (CME) program for doctors and pharmacists, Medical conference participation and Celebrity endorsements.




The Company also intends to continue to develop and grow its intellectual property portfolio which is expected to substantially enhance shareholder value. Our scientific team has gained significant and exciting evidence from its initial research and management, which we expect will assist us in the development of a new generation of botanically derived anti-inflammatory and pain management products with broad applications.




Corporate Contact Data




The address of the Company in suburban Wausau, Wisconsin is 1326 Schofield Avenue, Schofield, WI 54476; its telephone number is (715) 359-6373; and its website address is www.puramedbioscience.com.




3




LipiGesic® M




LipiGesic® M provides acute relief from migraine headaches, and contains the herbs feverfew and ginger as principal ingredients. PuraMed believes that its specific formulation of these herbs for its migraine remedy is unique and proprietary, providing relief from these severe headaches in minutes. The Company believes it will capture a material segment of the huge migraine headache remedy market. We believe that Americans spend in excess of $6 billion annually on headache pain relievers, and that over half of sufferers of migraine headaches rely exclusively on non-prescription medications.




We believe that at least 50 million Americans suffer from chronic migraine headaches with over 20 million of them having “severe” migraine conditions. Thus migraine headaches constitute a severe and disabling condition for millions of people. We further believe that the economic burden alone to the U.S. economy is in excess of $20 billion annually.




LipiGesic® M is effective, available as a non-prescription remedy, provides a side effect profile similar to placebo, and at a significantly lower cost compared to more expensive prescription migraine drugs.




LipiGesic® PM




LipiGesic® PM is a new class of non-prescription sleep aid without any known side effects, and contains a proprietary blend of natural ingredients including Valerian, St. John’s Wort, and Chamomile. We believe that the proprietary blend of these ingredients provides an effective remedy for insomnia and other sleep disorders. The non-prescription sleep aid market features products based on antihistamines which are designed to treat allergies.




Accordingly, the LipiGesic® PM product provides a wide open market opportunity for an effective, natural alternative to prescription medications, which are somewhat addictive and often cause withdrawal symptoms and other side effects. We have priced LipiGesic® PM as a premium sleep aid product, which provides us with a projected gross margin of approximately 80%. This large margin should leave us substantial room for ample introductory promotion, product allowances and other incentives conducive to achieving rapid market penetration.




Similar to the migraine remedy market, the market for sleep aid products represents a very large segment of the overall healthcare products marketplace. We believe that over half of all adults in the U.S. suffer from sleep disorders, and that many of them experience persistent insomnia. The National Center on Sleep Disorders has reported that there are as many as 70 million problem sleepers in the U.S. with many of them suffering from chronic sleep disorders. We believe that insomnia is second only to pain as a healthcare complaint.




LipiGesic® H




LipiGesic® H provides relief for tension-type headaches which affect up to 90% of Americans at some point in their lives. LipiGesic® H is a unique sublingually delivered formulation utilizing acetylsalicylic acid and St. John’s Wort.





The combination of these two ingredients provides for not only pain relief but, also relief from the anxiety that often exacerbates that pain. Current nonprescription tension headache pills often take up to an hour to begin working and they often exhibit unwanted and dangerous side effects including stomach damage, liver damage and rebound headaches. Prescription formulations often list even more dangerous side effects and are significantly more expensive.





Due to the use of sublingual delivery, theLipiGesic® Hformulation can provide a safer, faster acting alternative while also dramatically reducing the potential for harmful side effects.LipiGesic® Hwill offer the hundreds of millions of Americans who suffer from tension type headaches relief that is superior while also lowering their cost and risks of harmful side effects.





Future LipiGesic® Products




We have completed development of additional non-prescription products, which we intend to launch commercially over the next couple years after establishing a solid market for our initial three products. These other PuraMed products include:




4




LipiGesic® Smoker’s Pal –provides relief from the symptoms associated with nicotine withdrawal with the added benefit of an appetite suppressant.




LipiGesic® RLS– provides relief of problematic leg cramps associated with Restless Leg Syndrome (RLS) affecting a large segment of the population in the U.S.




LipiGesic® GI – provides relief of symptoms associated with nighttime reflux disorders.




LipiGesic® CS – provides fast relief for canker sore outbreaks.




When introduced commercially, these other products will be packaged and branded much like the initial LipiGesic® products, since we intend to devote substantial efforts and resources toward gaining a favorable and consistent brand and packaging for all PuraMed products to attempt to make them instantly recognizable on retail store shelves.




Sublingual Delivery System




The LipiGesic® M, LipiGesic® PM, and LipiGesic® H are non-prescription, liquid medications that will be absorbed under-the tongue known as “sublingual.” The use of sublingual delivery provides fast relief for whatever ailment or condition is being treated. Unlike the majority of pills and medications absorbed through the stomach directly, PuraMed products are placed and absorbed directly under the tongue. Advantages of sublingual dispensing of drugs and medications include faster acting absorption for quick relief, improved efficacy, less stomach upset, and fewer side effects.




PuraMed has secured reliable contract manufacturers to produce and package PuraMed medications in easy-to-use, sublingual dispensers. These selected contractors are experienced in the production and packaging of this type of dispenser. PuraMed believes that its benchmark use of sublingual dispensers will distinguish its products favorably in comparison to most competing OTC products now in the marketplace.




Regulation of PuraMed Products




Unlike prescription drugs or medications, non-prescription healthcare remedies such as PuraMed products do not require FDA approval prior to entering the market. They are nonetheless subject to substantial FDA and other federal regulations governing their use, labeling, advertising, manufacturing and ingredients. PuraMed believes that its current and proposed development, formulation, marketing and other practices and procedures will comply fully with all governmental regulations applicable to PuraMed Products.




Business Structure




PuraMed will function primarily as a research and development, marketing and sales organization. Product manufacturing, packaging, product fulfillment and other operations will be outsourced to experienced and reliable third parties through contracts controlled by PuraMed. PuraMed believes this structure will reduce significantly the production costs and manufacturing time related to making the product commercially available.




Product Manufacturing




Production and packaging of PuraMed products will be outsourced to various contract manufacturers known by PuraMed’s management from prior substantial business and contract dealings. Due to the business and contacts developed by PuraMed management over the past years with leading contract manufacturers, PuraMed is convinced it can obtain professional and timely production, packaging and delivery of all PuraMed products.




Successful Outcome of Clinical Trial




The outcome of our clinical study coupled with the publication of the manuscript in the peer reviewed-medical journal Headache, The Journal of Head and Face Pain has proved to be very successful.  It has and is expected to continue to provide us with numerous marketing and promotion opportunities that could significantly help with the retail launch of our LipiGesic® M migraine product.




5




Sales and Marketing




PuraMed intends to launch its initial three products commercially through the following three-phase process:




Phase One Rollout: Direct Response. PuraMed has utilized a 60- and 120-second Direct Response Television commercial to introduce its migraine product marketed under our LipiGesic® M brand name to the American consumer. After refining the initial message during 2010 we anticipate a nationwide roll-out of the commercial will follow. To that end PuraMed has engaged Consumer Marketing Directives (CMD) as our strategic advisor.  CMD offers a broad range of campaign management services that encompasses all aspects of direct to consumer advertising. PuraMed will also employ website and toll-free telephone access in conjunction with its TV direct response campaigns. PuraMed began a nationwide direct response print campaign that started in Mid-September 2010.  PuraMed has commenced and completed its Phase One Rollout on its migraine headache remedy.




Phase Two Rollout: Retail Drugstores. The Company is currently undergoing substantial activities to gain broad retail distribution for its migraine remedy through mainstream drug store chains, mass merchandisers, and food chains.  It has begun negotiations with national retail chains Walgreens and CVS.  The company’s Phase Two retail rollout for its migraine remedy will include approximately 18,000 retail drugstores already targeted by PuraMed, including Walgreens, CVS, Rite Aid and others. Due to PuraMed’s management having extensive and good relationships with targeted retail outlets for PuraMed products, PuraMed believes it has the ability to place its products on the shelf in all its targeted retail outlets.




Phase Three Rollout: Further Retail Outlets. A few months after beginning the Phase Two Rollout for its migraine remedy, PuraMed will launch Phase Three which will consist of expanding the retail placement of its migraine product in an additional 21,000 targeted retail outlets including mass merchandisers such as Wal-Mart and Target, food store chains such as SuperValu, Kroger and Safeway, and additional well-known regional drugstores.




PuraMed has selected its targeted retailers according to various material criteria, including cost of entry, geography, demographics and consumer preference.




After achieving material initial distribution for PuraMed products, PuraMed will initiate a comprehensive and ongoing promotional campaign directed toward consumer groups it has identified from its product rollouts.




Intellectual Property




PuraMed owns and asserts proprietary intellectual property rights regarding its various products, including trademarks, formulation technology, ingredients and drug delivery procedures or methods. The future growth and success of the Company will depend in large part upon its ability to protect its trademarks, trade names and trade secrets. In addition to applying for certain product patents, PuraMed will rely upon trade secrets, proprietary know-how, and continuing development and innovation to compete in its OTC marketplace. Although no claims or threats of product or patent infringement have arisen regarding PuraMed or its products, there is no assurance PuraMed will be able to protect its intellectual property effectively and any failure to do so would be harmful to PuraMed.




Competition




The non-prescription healthcare market in which PuraMed is engaged is intensely competitive and will face the same challenges as other start-up and established OTC drug companies within their respective product classes. Virtually all direct competitors to the PuraMed product line have substantially greater financial, personnel, development, marketing and other resources than those possessed by PuraMed, which places PuraMed at a definite competitive disadvantage. Main competitors of PuraMed will have substantially larger sales volumes than PuraMed expects to realize, and also greater business diversification in most cases.




PuraMed also must compete with numerous small companies selling products into the same mainstream marketing channels targeted by PuraMed. PuraMed also expects to encounter additional competitors emerging from time to time.




PuraMed believes that the principal competitive factors in its industry include quality and pricing of products, product effectiveness, customer preferences, brand awareness, and marketing and distribution networks. There is no assurance PuraMed will be able to compete successfully against current or future competitors or that the competitive pressures faced by PuraMed will not harm its business materially.




6





Employees and Facilities




PuraMed has four employees including its two executive officers, an office manager and a financial controller. PuraMed anticipates hiring one or more experienced marketing personnel to support the upcoming commercial launches of its initial products.




Item 1A. Risk Factors




Our business and any investment in our securities involves many significant risks and our business, operating results and financial condition could be harmed seriously due to one or more of the following material risks. Any person evaluating our Company or its business should carefully consider these described risks and uncertainties as well as the other information and risks elsewhere in this annual report.




Because of the nature of our business, our securities are highly speculative.




Our securities are speculative and involve a high degree of risk.  There is no assurance we will ever generate the revenue necessary to fully support our business operations. Any future profitability achieved from our business will be dependent upon realizing production and sales of our healthcare products in significant commercial quantities, which there is no assurance will ever happen.




We have a limited operating history primarily involved in product development, and we have just commencedgenerating commercial revenues to date.




Through June 30, 2011, we have experienced cumulative losses of $4,083,834 and we expect to continue to incur material losses until we produce and sell our healthcare products in sufficient volume to attain profitability, which there is no assurance will ever happen. Our operations are particularly subject to the many risks and uncertainties inherent in the start-up and early stages of a business enterprise without any commercial operating history. There can be no assurance that our business plan will prove successful.




If we are unable to obtain significant additional financing as needed, our business plan most likely will be unsuccessful.




Our ability to succeed commercially will depend in large part on our being able to raise significant additional financing. Without significant additional financing from either debt or equity sources, we cannot implement our business plan to engage in commercial operations. We have negative cash flow from our business and do not anticipate any positive cash flow until we have met our initial revenue goals. Accordingly, we are completely dependent upon raising additional funding for our operations, which we plan to do through our available equity or debt sources. There can be no assurance, however, that we will succeed in obtaining any material funding through either equity or debt sources.




Our ability to generate future revenues will depend upon a number of factors, some of which are beyond our control.




These factors include the rate of acceptance of our healthcare products, competitive pressure in our industry, effectiveness of our marketing structure, adapting to changing customer preferences, and general economic trends. We cannot forecast accurately what our revenues will be in future periods.  Our operations have been limited to designing and developing our products, establishing our initial marketing network, the initial commercializing of our LipiGesic® M migraine product, obtaining suppliers for raw materials and packaging and outsourcing future production of our healthcare products. These past activities only provide a limited basis to assess our ability to succeed in commercializing our healthcare products.





We have limited experience in producing healthcare products.




Our products must be developed and produced to meet high quality standards in a cost-effective manner. Because of our lack of experience in production operations, we may have difficulty in timely producing of our products through outsourced subcontractors and vendors. Any material production delays could frustrate our marketing network and their customers and cause a negative perception of our Company and products. If we are unable to manufacture our products effectively in terms of quality, timing and cost, our ability to generate revenues and profits will be impaired.




7





We will depend upon a limited number of outside suppliers.




Our heavy reliance upon outside vendors and suppliers for our products involves risk factors such as limited control over prices, timely delivery and quality control. We have no written agreements to ensure continued product supply, and we currently are unable to determine whether our outside suppliers will be able to timely supply us with commercial production needs. Our inability to obtain timely delivery of quality materials, or our loss or interruption of services of our current suppliers, or any material increases in the cost of our components, could result in material production delays and reductions in our shipments to our customers, which could then seriously impair our ability to generate revenues.




We will be very dependent upon our distribution network of sales representatives.




We will depend heavily on our independent sales representatives to sell our products and promote our brand. If we fail to maintain our relationships with our sales representatives effectively, our business will be harmed seriously. Our sales representatives are not required to sell our products on an exclusive basis and also are not required to purchase any minimum quantity of PuraMed products. The failure of our marketing network to generate sales of our products and promote our brand effectively would impair our operations seriously.




We will face significant challenges in obtaining market acceptance of PuraMed products and establishing our PuraMed brand.




Our commercial success depends primarily on the acceptance of our products by consumers. Virtually all potential consumers of our products are not familiar with their use and have no knowledge of our brand. Consumer acceptance of our products will depend on many factors including price, product effectiveness, product packaging, differentiation from competing products, establishing an effective brand image, and overcoming existing consumer loyalties to other brands.




Our business is substantially dependent upon our current employees and our ability to attract, recruit and retain additional key employees.




Our future success depends upon the efforts of our current executive officers and other key employees, and the loss of services of one or more of them could impair our growth materially. If we are unable to retain current employees, or hire and retain additional key personnel when needed, our business and operations would be adversely affected substantially. We do not have any “key person” insurance covering any of our employees, and we also do not have any written employment agreements with a key employee.




Introduction of new products by our competitors could reduce the demand for our products materially.




Products offered in our industry from time to time often change significantly due to product design and formulation advances or changing tastes of consumers. Our future success will be dependent materially on our ability to anticipate and respond to evolving industry changes. If we cannot introduce acceptable new products on a regular basis, or if our products fail to compete effectively with new products introduced by competitors, our business will suffer substantially.




Our business depends substantially on our ability to protect our intellectual property rights, and any material failure to protect these rights would be harmful to us.




The future growth and success of our business will depend substantially upon our ability to protect our trademarks, trade names, and any future patent right, and to preserve our trade secrets. We hold trademark rights, (including our logo design), for the use of our PuraMed Company name and the LipiGesic® brand, and we have applied for certain patent rights. There is no assurance, however, that any future trademark, patent or other registration will result in a registered and protectable right. Moreover, there is no assurance that competitors or other users of similar rights will not challenge our brands or future patent rights. If one or more challenges against us are successful, we could be forced to discontinue use of our brand or withdraw challenged products, which would then harm us seriously.




8




Although we expect to obtain additional trademark rights and various patents relating to our healthcare products, we are not relying heavily on any future registered rights we may receive, and we do not expect to receive any significant patent protection. Rather, we will rely mainly upon trade secrets, proprietary know-how, and continuing technological innovation to compete in our market. There is no assurance that our competitors will not independently develop technologies or products equal to or similar to ours, or otherwise obtain access to our trade rights that could prevent, limit or interfere with our ability to produce and market our products. Third parties also could assert infringement claims against us in the future, causing us to incur costly litigation to protect and defend our intellectual property rights. Moreover, if we are adjudged to infringe on any rights of others, we could suffer substantial damages and even discontinue offering our products. Any claim of infringement against us would involve substantial expenditures and divert the time and effort of our management materially.




We must comply with many governmental regulations relating to our products




Our business is governed by many federal and state regulations with respect to the production, sale and use of our healthcare products. Our failure to comply with any of these governmental regulations could delay introduction of products, subject us to governmental or judicial sanctions and penalties, and seriously impair our ability to generate revenues and achieve profitability.




We do not intend to pay any cash dividends on our common stock.




We have never paid or declared any cash dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future.




The price of our common stock may be volatile and fluctuate significantly.




The trading of our common stock is on the over-the-counter (OTC) stock market, and stocks trading in the OTC market generally feature a high degree of volatility and relatively low volumes of trading. Public market prices for early stage companies such as ours have historically been very volatile due to many factors not affecting established companies. The market price of our common stock may fluctuate significantly, making it difficult for any investor to resell our common stock on reasonable terms.




Even though a public trading market for our securities has been initiated, there are no assurances it will become more active. Unless an active public trading market is developed for our common stock, it will be difficult for our shareholders to sell our common stock at a reasonable price when they wish to make such sales.




Our current management team owns approximately 37% of our outstanding stock and thus most likely controls our company and they may make material decisions with which other shareholders disagree.




Our two executive officers, Messrs. Mitchell and Higgins, own 37% of our outstanding common stock, resulting in their most likely having the ability to control all transactions requiring shareholder approval, including the election and removal of directors, significant mergers or other business combinations, any significant acquisitions or dispositions of assets, and any changes in controls of our company.




Additional shares of our authorized capital stock which are issued in the future will decrease equity ownership percentages of existing shareholders, could also be dilutive to existing shareholders, and could delay or prevent a change of control of our company.




We are authorized to issue up to 45,000,000 shares of common stock, and our Board of Directors has the sole authority to issue unissued authorized stock without further shareholder approval. To the extent that additional common shares are issued in the future, they will decrease existing shareholders’ percentage equity ownership and, depending upon the prices at which they are issued, could be dilutive to existing shareholders.




9




Issuance of additional common shares also could have the effect of delaying or preventing a change of control of our company without requiring any action of our shareholders, particularly if such shares are used to dilute the stock ownership or voting rights of a person seeking control of our company.




ITEM 2. DESCRIPTION OF PROPERTY




The Company does not own any real estate. All development, marketing and administrative operations of the Company are conducted from its suburban Wausau, WI leased facilities of 1,800 square feet located in a building leased by its principal officers. These facilities are leased on a month-to-month oral lease requiring monthly payments of $1,025.




The company does not own any material personal property.




ITEM 3. LEGAL PROCEEDINGS




PuraMed Bioscience’s officers and directors are not aware of any threatened or pending litigation to which THE COMPANY IS A PARTY OR WHICH ANY OF ITS PROPERTY IS THE SUBJECT.




ITEM 4. REMOVED AND RESERVED
   10




PART II




ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.




Market Information




Our common stock trades on the OTCQB Tier of the OTC Markets Group Inc electronic interdealer quotation system.  The following quotes represent the high and low recent sales prices as reported by the OTCQB.  These quotes reflect inter-dealer prices, without retail markup, markdown or commission, and may not represent actual transactions.




Fiscal Year Ended

June 30, 2011


Fiscal Year Ended

June 30, 2010High


Low


High


LowQuarter ended September 30th

$
0.90


$
0.41


$
1.01


$
0.18Quarter ended December 31st

$
0.60


$
0.15


$
1.99


$
0.21Quarter ended March 31st

$
0.50


$
0.16


$
1.02


$
0.55Quarter ended June 30th

$
0.80


$
0.16


$
1.19


$
0.51





Shareholders




As of August 16, 2011, the Company had approximately 374 shareholders of record.




Dividends




The Company did not declare or pay any cash dividends on its common stock during the last two fiscal years ended June 30, 2011 and 2010, and does not expect to pay cash dividends for the foreseeable future.




Securities Authorized for Issuance Under Equity Compensation Plans




The Company has no established equity compensation plans for the issuance of common stock as payment for employees, consultants or other parties. The Company may utilize its common stock or options thereof from time to time for equity compensation on a transactional basis. In the future, the Company may establish some type of an equity compensation plan to provide incentive to current or future employees.




There were no issuer repurchases by the Company during the fiscal year ended June 30, 2011.




ITEM 6. SELECTED FINANCIAL DATA




This item is not applicable to PuraMed BioscienceTM, Inc.




11




ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.




This Annual Report on Form 10-K contains “forward-looking statements” within in the meaning of the Securities Exchange Act of 1934 and the Securities Act of 1933. Forward looking statements typically contain words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” or similar other words. Statements expressing expectations regarding our future business and prospects or projections we make relating to products, sales, revenues and earnings are typical of such forward-looking statements.




All forward-looking statements are subject to the risks and uncertainties inherent in attempting to predict future results and activities. Our actual results may differ materially from those projected, stated or implied in our forward-looking statements as a result of many factors including, but not limited to, our overall industry environment, customer and retail outlet acceptance of our products, effectiveness of our marketing and promotional activities, failure to develop and commercialize new products, material delay in the introduction of products, government regulatory matters, production and/or quality control problems, product liability matters, competitive pressures, inability to raise sufficient working capital, general economic conditions and our financial condition.




Our forward-looking statements relate only as of the date made by us. We undertake no obligation to update or revise any such statements to reflect new circumstances or unanticipated events as they occur, and you are urged to review and consider all disclosures we make in this and other reports which relate to risk factors germane to our business and industry.




Results of Operations for the Fiscal Years Ended June 30, 2011 and 2010




Revenues




Revenues were $8,593 and $32,176 for the fiscal years ended June 30, 2011 and 2010.  The revenue decrease is due to the decrease in sales associated with the discontinuation of the of the direct response television commercial.




Cost of Sales




Cost of Sales was $7,395 and $13,889 for the fiscal years ended June 30, 2011 and 2010.  The decrease in cost of sales is due to the decrease in orders associated with the discontinuation of the of the direct response television commercial.  The increase in percentage change is due to increased freight and merchant costs.




Selling, General and Administrative Expenses




Selling, general and administrative expenses for the fiscal year ended June 30, 2011 were $79,592 compared to $65,667 for the year ended June 30, 2010. Selling, general and administrative expenses for fiscal 2011 increased somewhat compared to fiscal 2010 due to slight increases in bank fees, IT costs, and payroll taxes.




Amortization and Depreciation




Amortization and depreciation expenses for the fiscal year ended June 30, 2011 were $48,635 compared to $48,780 for the fiscal year ended June 30, 2010, which are similar.




Professional Fees




Professional fees for the fiscal year ended June 30, 2011 were $301,308 compared to $139,759 for the fiscal year ended June 30, 2010, which increase was due primarily to increased banking fees, Board of Director Fees, legal fees and audit expenses.  Professional fees consist of consulting, audit, legal, directors and transfer agent fees.




12




Marketing and Advertising Expense




Marketing and advertising expense for the fiscal year ended June 30, 2011 were $329,978 compared to $716,344 for the fiscal year ended June 30, 2010. Decreased expenses for 2011 are due primarily to the media costs associated with the discontinuation of the of the direct response television commercial.




Research and Development Expenses




Research and development expenses for the fiscal year ended June 30, 2011 were $59,004 compared to $109,485 for the fiscal year ended June 30, 2010. The decrease research and development expenses were due to the expenses associated with the clinical study in the prior year.




Salaries




Salaries for the fiscal year ended June 30, 2011 were $77,775 compared to $48,081 for the fiscal year ended June 30, 2010.  The slight increase in the salaries was due to a stock bonus for the staff.




Officer Salaries




Officer salaries for the fiscal years ended June 30, 2011 and 2010 were $192,000 for each year were the same.




Interest Expense




Interest expense for the fiscal year ended June 30, 2011 was $432,312 compared to $179,509 for the fiscal year ended June 30, 2010.  The increase in interest expense was due to the interest paid on the convertible notes obtained in fiscal years 2011 and 2010.




Gain/(Loss) on Derivative Liability




The gain on derivative liability is the difference in value using the Black-Scholes formula for the warrants between the date issued and June 30, 2011.  The amount for 2011 was $96,731, there were no derivative liabilities recorded in 2010.




Day One Loss in Derivative Liability




The change in derivative liability uses the Black-Scholes formula and the result of the proceeds received being less than the value of the warrants.  The amount for 2011 was $84,835, there were no derivative liabilities recorded in 2010.




Net Losses




Net losses for the fiscal year ended June 30, 2011 were $1,507,508 compared to $1,480,956 for the fiscal year ended June 30, 2010 were similar.




13




Financial Condition, Liquidity and Capital Resources




As of June 30, 2011, the Company had cash of $93,879 and a working capital deficit of $244,162.




As in the past, we intend to raise the funds needed to implement our plan of operation through both private sales of debt and equity securities. There is no assurance, however, that we will be successful in raising the necessary capital to implement our business plan, either through debt or equity sources.




Plan Of Operation




PuraMed’s current business strategy is to continue development and promotion of its initial non-prescription consumer healthcare products in order to commence their commercial retail drug chain introduction by the end of the 4th quarter of calendar year 2011 with product expected on the initial retailer shelves in the fourth quarter of 2011. PuraMed’s primary goal is to achieve continual material growth of LipiGesic® product sales through mainstream drug, mass merchandiser and food retail channels while at the same time promoting LipiGesic® brand awareness to realize substantial profitability as soon as possible. To implement this strategy, PuraMed intends to execute the following activities during the next twelve months:




The Successful Outcome of the Clinical Trial -The outcome of our clinical study coupled with the publication of the manuscript in the peer reviewed-medical journal “Headache, The Journal of Head and Face Pain” has proved to be very successful.  It has and is expected to continue to provide us with numerous marketing and promotion opportunities that could significantly help with the retail launch of our LipiGesic® M migraine product.  PuraMed is in the process of executing a detailed marketing plan that focuses on the medical community since the successful outcome of our clinical study trial supports such actions.  Medical marketing efforts geared toward doctors, physician’s assistants, pharmacists, etc. has and is expected to continue to be very lucrative as a component in our overall marketing strategy.




Commercialize PuraMed Products – PuraMed’s primary focus for the remainder of calendar year 2011 will be to gain distribution with one or more national chain drug stores.  In addition, the Company will be implementing a marketing campaign utilizing its successful clinical study.  The Company has begun the execution of our marketing campaign utilizing our Clinical Trials to overcome consumer and retailer skepticism and provide third party validation of our migraine products efficacy.  The Companies marketing efforts will have a strong consumer emphasis including a Social Marketing campaign, medial community detailing and sampling, Continuing Medical Education (CME) program for doctors and pharmacists, Medical conference participation and Celebrity endorsements.   In addition our website and eCommerce efforts will be enhanced to optimize our internet sales as a result of our new marketing campaign.  PuraMed also has plans to test direct response radio advertising and upgrade its Social Marketing efforts that include Facebook, Twitter, and YouTube.




Expansion of Sales and Marketing Activities – PuraMed will continue to expand upon its marketing activities which have been focused toward obtaining a nationwide network of retail outlets and employing “direct to consumer” media advertising for its planned product sales, as well as promoting and building LipiGesic® brand awareness. PuraMed will participate in industry trade shows and similar events, and also will engage in substantial media advertising and direct sales media campaigns to attract and secure consumers for PuraMed products.




Continuation of Product Development – Besides its already developed products, PuraMed will complete development and testing of additional non-prescription drugs and nutritional supplements to be commercially launched in the future as additional LipiGesic® products.




Assuming the company raises the capital, we anticipate spending approximately $3.0 million over the next twelve months on the marketing of our migraine headache remedy along with the introduction of our second product offering regardless of any amounts of revenues we generate from product sales during this period:





14




Sales and marketing expenses

$
2,000,000Purchase of product inventory, packaging and raw materials


600,000Research and development activities


100,000General and administrative expenses including rent, fixed overhead and management compensation


300,000$
3,000,000





Critical Accounting Policies




The discussion in this Plan of Operation should be considered in conjunction with our audited financial statements and related notes included in this registration statement. These financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (US GAAP).




The preparation of our financial statements requires us to make estimates and judgments affecting our reported amounts of assets, liabilities, revenues and expenses and related disclosures. On an ongoing basis, we will evaluate these estimates which are based on historical experience and certain assumptions we believe to be reasonable under the circumstances. Actual results may differ materially from our estimates under different assumptions or conditions.




Product Amortization: –PuraMed BioscienceTM products consist primarily of the cost of trade secrets, formulas, scientific and manufacturing know-how, trade names, marketing material and other intellectual property and are amortized on a straight-line basis over an estimated useful life of seven years.  Amortization expense is expected to be $48,005 each year through 2013 and $36,003 for 2014.




Stock-Based Compensation – We intend to expense any stock-based compensation issued to our employees, contractors, consultants or others providing goods and services to us. The fair market value of any common stock issued for goods or services will be expensed over the period in which we receive them. Most likely any equity securities issued by us for goods and services will consist of common shares or common stock purchase warrants, which will be fully vested, non-forfeitable, and fully paid or exercisable at the date of grant. Regarding any future stock option or warrant grants, we intend to determine their fair value by using the Black-Scholes model of valuation.




Impairment – Soon after the end of each fiscal year and each interim period, we will conduct an impairment valuation of any material intangible assets owned by us. If the results of any such impairment analysis indicate our recorded values for any such assets have declined materially, we will adjust our recorded asset valuations in all of our financial statements to reflect any such decline in value.  The Company believes that no impairment exists at June 30, 2011.




Derivative financial instruments – warrants- In accordance with guidance in ASC 815-40-25-1 and ASC 815-40-25-8, the Company has determined the warrants issued during 2011 have net cash settlement provisions that require classification as derivative liabilities rather than permanent equity. In accordance with such accounting rules, derivative instruments are recorded at fair value and marked-to-market each period until they are exercised or expire, with any change in the fair value charged or credited to income each period. Because these warrants do not trade in an active securities market, their fair value was estimated using the Black Scholes formula.


The Company recognized a net gain of $11,896 from the combination of a day one loss and a gain from the change in fair value of these warrants from the date of issuance to year end.




Off-Balance Sheet Arrangements




We have no off-balance sheet arrangements.




15




Accounting Pronouncements




In December 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2010-28—Intangibles—Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issues Task Force).In August of 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2010-22, Accounting for Various Topics, Technical Corrections to SEC Paragraphs, and Update No. 2010-21,Accounting for Technical Amendments to Various SEC Rules and Schedules Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies (SEC Update).  In April of 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2010-12, Income Taxes (Topic 740): Accounting for Certain Tax Effects of the 2010 Health Care Reform Acts (SEC Update). In February of 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2010-09, Subsequent Events (Topic 855): Amendments to Certain Recognition and Disclosure Requirements, and Update No. 2010-08, Technical Corrections to Various Topics. In January of 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2010-04, Accounting for Various Topics, Technical Corrections to SEC Paragraphs (SEC Update).  Adoption of any of these Updates will have no material impact on the Company’s financial reporting.





We have considered other recent accounting pronouncements of which we are aware, and we believe their adoption has not had, and will not have, any material impact on our financial position or results of operations.




ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




The financial statements of PuraMed Bioscience, Inc. are included with an accompanying index in a separate financial section at the end of this Annual Report on Form 10-K.




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.




As of the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.




Management’s Annual Report on Internal Control Over Financial Reporting.




Our management is responsible for establishing and maintaining financial control over financial reporting as defined under the Exchange Act.  Our Internal control over financial reporting is designed 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.  Because of inherent limitations, a system of internal control over financial reporting may not detect or prevent misstatements, no matter how well conceived and operated.  Moreover, any projections of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2011.  Based on this assessment, our management believes that the Company has maintained effective control over financial reporting as of June 30, 2011.





Changes in internal controls.




There were no changes in the Company’s internal controls over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.




ITEM 9B. OTHER INFORMATION




None






16




PART III




ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CONTROL PERSONS




The directors of the Company serve until their successors are elected and shall qualify. Executive officers are elected by the Board of Directors and serve at the discretion of the directors. There are no family relationships among our directors and executive officers.




Name

Age

PositionRussell Mitchell

50

Chairman, Chief Executive Officer and DirectorJames Higgins

51

Chief Financial Officer, Chief Operating Officer and Director




Russell Mitchell was CEO/CFO of Dotronix, Inc. from April 2006 until the spin-off of our company from Dotronix in April 2007 and he has been a director and CEO of our company since April 2007.  From September 2002 until April 2005, he was the President of GelStat Corporation, a public company which developed and marketed OTC non-prescription medications. Mr. Mitchell also was a principal owner and President of Mitchell Health Marketing Alliance, Inc. (“Mitchell Health”) which he founded in 1994. Mitchell Health specialized in the marketing, product launch, and retail distribution of OTC non-prescription drugs and nutritional supplements, and has serviced over 48,000 retail locations nationwide. While establishing this large national retail sales network for Mitchell Health over the years, Mr. Mitchell has personally negotiated on an ongoing basis with key buyers and officers of the top 100 retail chains and wholesalers in the U.S.  Mitchell Health has been dormant since 2001.




In particular, Mr. Mitchell has been a pioneer in establishing and promoting the significance and market value of “clinical trials” to demonstrate the effectiveness of OTC non-prescription medications, and in incorporating favorable clinical trial data as a key driver in OTC product marketing.




James Higgins was the Chief Operating Officer of Dotronix, Inc. from April 2006 to April 2007 and he has been the COO and CFO of our company since April 2007. From September 2002 until April 2005 he was Executive Vice President of GelStat Corporation. Mr. Higgins also has been the Executive Vice President of Mitchell Health up until 2001 when it went dormant. Prior to that, for 15 years he was employed by A.C. Nielsen Co. where he was responsible for managing accounts for some of the largest national consumer product companies including Kraft Foods and Unilever. Mr. Higgins has over 20 year’s extensive experience in product development, manufacturing, retail distribution and logistics for many OTC healthcare and nutraceuticals products.




17




Audit Committee




We do not have a separately designated audit committee at this time, but rather our entire Board of Directors serves as our audit committee.




Section 16(a) Beneficial Ownership Reporting Compliance




Section 16(a) of the Securities Exchange Act of 1934 requires executive officers and directors, and persons who beneficially own more than 10% of the Company’s common stock, to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Based solely on copies of Section 16(a) forms and representations from the Company’s executive officers, directors and ten-percent beneficial owners, the Company believes these persons have complied with all Section 16(a) filing requirements during the fiscal year ended June 30, 2011.




Code of Ethics




The Company has adopted a Code of Ethics and Business Conduct (“the Code”), which applies to the business conduct of the principal executive officer, principal financial officer, principal accounting officer and controller. The Code is available to any shareholder who sends a written request for a paper copy to: PuraMed Bioscience, Inc., ATTN: James W. Higgins, CFO, P.O. Box 677, Schofield, WI 54476. If the Company makes any substantive amendments to the Code or grants any waiver, including any implicit waiver from a provision of the Code for the directors or executive officers, the nature of such amendment or waiver will be disclosed in a Current Report on Form 8-K.




ITEM 11.  EXECUTIVE COMPENSATION







The following table sets forth the executive compensation of the executive officers of the Company for fiscal years 2011 and 2010.





Summary Compensation TableName and Position
Fiscal Year

(*)

Salary

($)

Bonus

($)


Stock Awards

($)Russell Mitchell, CEO


2011

2010



96,000

96,000



-0-



75,000James Higgins, CFO and COO


2011

2010



96,000

96,000



-0-



-0-


———————


* The fiscal year of the Company ends on June 30.




Options/SAR Grants




The Company has not granted any stock options or SAR grants since its inception




Compensation of Directors




On March 25, 2011, the Company issued 800,000 shares of PuraMed common stock based on $0.15 per share to its two directors, 400,000 to Mr. Mitchell and 400,000 to Mr. Higgins in consideration for their serving on the Board of Directors.




Employment Contracts and Change-in-Control Arrangements




The Company has no written employment agreements with any employees, and the Company also does not have any change-in-control arrangements with any person.




18
 
 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT




The following table sets forth as of June 30, 2011 certain information regarding beneficial ownership of the common stock of the Company by (a) each person or group known by the Company to be the beneficial owner of more than 5% of the outstanding common stock of the Company, (b) each director and executive officer of the Company, and (c) all directors and executive officers of the Company as a group. Each shareholder named in this table has sole voting and investment power with respect to shares of the common stock shown in table.




Title of Class – Common Stock




Shareholder

Shares Owned

Beneficially


Percent

of ClassRussell Mitchell

1326 Schofield Avenue

Schofield, WI 54476


3,925,780



20.4
%James Higgins

1326 Schofield Avenue

Schofield, WI 54476


3,284,879



17.0
%All directors and officers as a group (2 persons)


7,210,659



37.4
%Chuck Phillips

35 Swamp Creek Road

Erwinna, PA 18920


2,000,000



10.4
%Doris Kelly

448 Cardinal Court North

New Hope, PA 18938


1,160,000



6.0
%




19


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




During the year ended June 30, 2011, the Company issued 400,000 shares of restricted common stock each to Mr. James Higgins and Mr. Russell Mitchell for directors fees.  Mr. Russell Mitchell was also awarded 500,000 shares of restricted common stock for the successful completion and publication of the clinical study.  No related party transactions were recorded for the year ended June 30, 2010.




ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES




Child, Van Wagoner & Bradshaw, PLLC has acted as the Company’s independent accounting firm for the fiscal years ended June 30, 2011 and 2010. The aggregate fees billed for the audit and audit related services were $24,774 and $25,218, respectively. These fees are inclusive for professional services rendered for the audit of the Company's annual financial statements and review of our quarterly financial statements.




There were no other fees billed to us by our auditors for tax matters, additional audit-related fees or any non-audit services.




The Company's Board of Directors reviews and approves audit and permissible non-audit services performed by its independent accountants, as well as the fees charged for such services. In its review of non-audit service fees and its appointment of Child, Van Wagoner & Bradshaw, PLLC as the Company's independent accountants, the Board of Directors considered whether the provision of such services is compatible with maintaining independence.




20


PART IV




ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES




3.1
Articles of Incorporation as amended November 12, 2007 (incorporated by reference to the Company’s Annual Report Form 10-K filing on September 28, 2010).3.2
Bylaws of the Company (incorporated by reference to the Company’s Annual Registration Report on Form 10-SB for the year ended June 30, 2007).10.1
Distribution Agreement for Spin-Off (incorporated by reference to the Company’s Form 8-K filing of parent Dotronix Inc. on March 20, 2007).10.2
Common Stock Purchase Agreement dated May 24, 2010 with Lincoln Park Capital Fund, LLC with respect to the S-1 Stock filing (incorporated by reference to the Company’s Form 8-K filing on May 28, 2010).10.3
Registration Rights Agreement dated May 24, 2010 with Lincoln Park Capital Fund, LLC with respect to the S-1 Stock filing (incorporated by reference to the Company’s Form 8-K filing on May 28, 2010).10.4
Warrant dated May 24, 2010 issued by Company to Lincoln Park Capital Fund, LLC (incorporated by reference to the Company’s Form 8-K filing on May 28, 2010).31.1*
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1*
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.




*
Filed herewith  21
  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.






PURAMED BIOSCIENCE, INC.Date:  September 27, 2011
By:
/s/ Russell W. MitchellRussell W. MitchellCEO




Pursuant to 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.




Date:  September 27, 2011
By:
/s/ Russell W. MitchellRussell W. Mitchell,

Director (principal executive officer)





Date:  September 27, 2011
By:
/s/ James W. HigginsJames W. Higgins,

Director(principal financial officer)


22
  Index to Financial Statements





Report of Independent Registered Public Accounting Firm
F-2Balance Sheets
F-3Statements of Operations
F-4Statements of Stockholders’ Equity
F-5Statements of Cash Flow
F-6Notes to Financial Statements
F-7




F-1











REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To The Board of Directors

PuraMed BioScience, Inc.



We have audited the accompanying balance sheets of PuraMed BioScience, Inc.  (the Company) as of June 30, 2011 and 2010, and the related  statements of operations, changes in  stockholders’ deficit , 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 of America). Those standards require that we plan and perform the audits 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 audits 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 financial statements referred to above present fairly, in all material respects, the financial position of PuraMed BioScience, Inc. as of June 30, 2011 and 2010, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has cash flow constraints, an accumulated deficit, and has not engaged in any significant operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





Salt Lake City, Utah

September 28, 2011





F-2





PURAMED BIOSCIENCE, INC.





Balance Sheets




June 30,


June 30,2011


2010ASSETSCurrent AssetsCash

$
93,879


$
13,831Accounts Receivable


316



101Inventory


93,468



25,831Prepaid Expenses


4,513



5,022Total Current Assets


192,176



44,785Property and EquipmentComputer Software


3,760



2,125Computer Hardware


5,259



1,102Equipment


2,136



665Accumulated Depreciation


(2,326
)


(1,695
)Net Property and Equipment


8,829



2,197Other AssetsPuraMed Bioscience Products, net of accumulatedamortization of $202,409 and $154,404, respectively


133,623



181,628Trademarks


15,543



11,100Patent


53,491



37,386Total Other Assets


202,657



230,114Total Assets

$
403,662


$
277,096LIABILITIES AND STOCKHOLDERS' EQUITYCurrent LiabilitiesAccounts Payable

$
116,064


$
16,039Accrued Wages - Officers'


122,505



33,003Accrued Expenses


17,769



10,626Short-term Convertible Note


180,000



70,000Total Current Liabilities


436,338



129,668Long-term LiabilitiesConvertible Bond Payable, net of discount


312,843



176,177Derivative Liability


318,355



-Total Long-term Liabilities


631,198



176,177Total Liabilities


1,067,536



305,845Stockholders' EquityUndesignated shares, 5,000,000 shares authorized, none issuedCommon Stock, $.001 par value, 45,000,000 sharesauthorized, 19,288,643 shares and 13,871,839 shares issuedand outstanding, respectively


19,289



13,872Additional paid in capital


3,400,671



2,533,705Deficit accumulated


(4,083,834
)


(2,576,326
)Total Stockholders' Equity


(663,874
)


(28,749
)Total Liabilities & Stockholders' Equity

$
403,662


$
277,096






See accompanying notes to financial statements.





F-3





PURAMED BIOSCIENCE, INC.




Statements of Operations




Year Ended June 30, 2011


Year Ended June 30, 2010Total Net Revenues

$
8,593


$
32,176Total Cost of Sales


(7,395
)


(13,889
)Gross Profit


1,198



18,287Operating ExpensesSelling, general and administrative expenses


79,592



65,667Amortization and depreciation expense


48,635



48,780Professional fees


301,308



139,759Marketing and advertising expense


329,978



716,344Research and development


59,004



109,485Salaries


77,775



48,081Officer's salaries


192,000



192,000Total Operating Expenses


1,088,292



1,320,116Loss from Operations


(1,087,094
)


(1,301,829
)Other Income/(Expense)Interest income


2



382Interest expense


(432,312
)


(179,509
)Gain/(Loss) on Derivative Liability


96,731



-Day-one Loss on Derivative Liability


(84,835
)


-Total Other Income/(Expense)


(420,414
)


(179,127
)Net Loss

$
(1,507,508
)

$
(1,480,956
)Loss per Common Share - Basicand Diluted

$
(0.10
)

$
(0.11
)Average number of  common sharesoutstanding basic and diluted


15,544,599



12,896,790


See accompanying notes to financial statements.




F-4


PURAMED BIOSCIENCE, INC.




Statements of Stockholders’ Equity




Common Stock


Additional


DeficitShares


Amount


Paid In Capital


Accumulated


TotalBalances at July 1, 2009


11,597,839



11,597



1,254,981



(1,095,371
)


171,207Stock issued @ $0.25 per share


1,084,000



1,084



269,916



-



271,000Stock issued @ $0.50 per share


200,000



200



47,779



-



47,979Stock issued for services@ $0.25 per share


600,000



600



149,400



-



150,000Stock issued for services@ $0.50 per share


220,000



220



109,780



-



110,000Stock issued for services@ $1.00 per share


170,000



170



169,830



-



170,000Stock warrants issued


-



-



532,020



-



532,020Net loss














(1,480,955
)


(1,480,955
)Balances at June 30, 2010


13,871,839


$
13,871


$
2,533,706


$
(2,576,326
)

$
(28,749
)Stock issued for cash


261,427



262



102,738



-



103,000Stock issued for Private Placement@ $0.30 per unit


244,000



244



24,156



-



24,400Stock issued for Private Placement@ $0.50 per unit


1,321,000



1,321



(1,321
)


-



-Stock issued for Note payable conversion


1,624,289



1,624



138,776



-



140,400Stock issued for services


1,966,088



1,966



351,526



-



353,492Stock warrants issued


-



-



12,200



-



12,200Beneficial conversion feature


-



-



245,000



-



245,000Cost of issuance










(6,110
)






(6,110
)Net loss














(1,507,508
)


(1,507,508
)Balances at June 30, 2011


19,288,643


$
19,289


$
3,400,671


$
(4,083,834
)

$
(663,874
)




See accompanying notes to financial statements.





F-5





PURAMED BIOSCIENCE, INC.




Statements of Cash Flows




Year Ended June 30, 2011


Year Ended June 30, 2010Cash Flows from operating activitiesNet Loss

$
(1,507,508
)

$
(1,480,956
)Changes in non cash working capital items:Stock issued for services


353,492



430,000Depreciation


631



776Amortization


48,005



48,004Accretion on discount on convertible bond


136,666



86,176Beneficial conversion feature


245,000



70,000(Gain)/Loss on derivative liability


(11,895
)


-Changes in Operating assets and liabilities:Accounts receivable


(215
)


(101
)Inventory


(67,637
)


(25,453
)Prepaid expenses


509



458Accounts payable


100,025



7,285Accrued wages - Officers


89,502



(76,695
)Accrued expenses


7,144



290Net cash used for operating activities


(606,281
)


(940,216
)Cash Flows from investing activitiesPatent acquisition costs


(16,105
)


(20,338
)Purchase of property and equipment


(7,263
)


(2,095
)Trademark acquisition costs


(4,443
)


(3,190
)Net cash used for investing activities


(27,811
)


(25,623
)Cash Flows from financing activitiesConvertible note borrowings


250,400



570,000Proceeds from sale of stock


451,540



371,000Stock warrants issued with sale of common stock


12,200



-Net cash provided by financing activities


714,140



941,000Net increase (decrease) in cash


80,048



(24,839
)Cash at Beginning of Period


13,831



38,670Cash at End of Period

$
93,879


$
13,831Supplemental disclosures of noncash investing and financing activities and other cash flow information:Stock issued for debt and accrued wages

$
-


$
-Stock warrants issued with convertible debt

$
-


$
188,999Short-term debt converted to common stock

$
140,400


$
-Interest paid with cash

$
40,937


$
23,333




See accompanying notes to financial statements.





F-6





PURAMED BIOSCIENCE, INC.





Notes to Financial Statements


For the Years Ended June 30, 2011 and 2010




A.
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




PuraMed Bioscience, Inc. was incorporated as a Minnesota corporation during May 2006 as a subsidiary of Wind Energy America, Inc. (formerly Dotronix, Inc.) As of April 12, 2007 the Company was spun-off from its parent company. PuraMed Bioscience, Inc. operates from one location in central Wisconsin. The Company is in the business of developing proprietary non-prescription drugs with unique delivery systems, including PuraMed Migraine, a migraine headache remedy, and PuraMed Sleep, a sleep inducing remedy for insomnia..




Past development of these PuraMed OTC products was conducted by PuraMed’s two principal officers, Russell Mitchell and James Higgins.




PuraMed entered the OTC medicine marketplace commercially in December 2009 by employing “direct to consumer” marketing via a 120-second Television commercial.  A “direct to consumer” print campaign also commenced in September 2010.  The Company is currently undergoing substantial activities to gain broad retail distribution for its migraine remedy through mainstream drug store chains, mass merchandisers, and food chains.  It has begun negotiations with national retail chains Walgreens and CVS.  The company’s initial retail rollout for its migraine remedy will include approximately 18,000 retail drugstores already targeted by PuraMed, including Walgreens, CVS, Rite Aid and others.  Once the market for the LipiGesic® M Migraine Headache product is established, the company will launch its second product commercially.




Use of Estimates




The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. The carrying value of the Company’s investments in PuraMed BioScience products represent significant estimates. Actual results could differ from those estimates.




Cash Equivalents




The Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents.




Revenue Recognition Policy




Revenue is recorded on the accrual basis and PuraMed records revenues when the following fundamental criteria are met:  (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price to the customer is fixed or determinable and (iv) collection of the resulting receivable is reasonably assured.




Fair Value of Financial Instruments




Cash, receivables, revolving debt, accounts payable, and accrued liabilities are carried at amounts that reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest that are consistent with current market rates.




Property and Equipment




Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets. Estimated lives are three years for computer software, five years for computer hardware and 7 years for equipment.




F-7




PURAMED BIOSCIENCE, INC.





Notes to Financial Statements


For the Years Ended June 30, 2011 and 2010




A.
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




LipiGesic® Products




LipiGesic® products consist primarily of the cost of trade secrets, formulas, scientific and manufacturing know-how, trade names, marketing material and other intellectual property and are amortized on a straight-line basis over an estimated life of seven years.




The carrying value is reviewed periodically or when factors indicating impairment are present. The impairment loss is measured as the amount by which the carrying value of the assets exceeds the fair value of the assets. The Company believes that no impairment exists at June 30, 2011.




Intangible Assets




Intangible assets consist of legal fees to acquire our trademarks. As of June 30, 2011, the trademark applications have been completed and we were waiting for approval, therefore no amortization has been recorded.  The trademark for LipiGesic® was approved on July 12, 2011; therefore amortization will be recorded in fiscal year 2012.




In addition to the trademarks, the Company has completed and filed its final patent application on LipiGesic® M. We are waiting for approval from the US Patent and Trademark Office, therefore no amortization has been recorded.




Research and Development




Research and development costs are expensed as incurred. Assets that are required for research and development activities, and have alternative future uses, in addition to its current use, are included in equipment and depreciated over their estimated useful lives.




Loss per common share




Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted loss per common share assumes the exercise of stock options and warrants using the treasury stock method, if dilutive.




Stock Based Compensation




The Company accounts for equity securities issued to non-employees for services and goods under Equity Based Payments to Non-Employees (Topic 505).  The equity securities issued for services or goods are for common shares. These shares or warrants are fully vested, non-forfeitable and fully paid or exercisable at the date of grant and require no future performance commitment by the recipient. The Company expenses the fair market value of these securities over the period in which the Company receives the related services.




F-8




PURAMED BIOSCIENCE, INC.





Notes to Financial Statements


For the Years Ended June 30, 2011 and 2010




A.
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)




Recent Accounting Pronouncements




In August of 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2010-22, Accounting for Various Topics, Technical Corrections to SEC Paragraphs, and Update No. 2010-21,Accounting for Technical Amendments to Various SEC Rules and Schedules Amendments to SEC Paragraphs Pursuant to Release No. 33-9026: Technical Amendments to Rules, Forms, Schedules and Codification of Financial Reporting Policies (SEC Update).  Adoption of any of these Updates will have no impact on the Company’s financial reporting.  Should any of the new updates pertain to the Company, it will comply with its requirements for reporting.





B.
FINANCING ARRANGEMENTS, MANAGEMENT PLANS, AND GOING CONCERN CONSIDERATIONS




Financing Arrangements




As of June 30, 2011, the Company had cash of $93,879 and a working capital deficit of $244,162. Short-term debt accounted for $180,000.




We intend to raise the funds needed to implement our plan of operation through both private sales of debt and equity securities. There is no assurance, however, that we will be successful in raising the necessary capital to implement our business plan, either through debt or equity sources.




The Company incurred net losses of $1,507,508 and $1,480,956, for the years ending June 30, 2011 and 2010, respectively.




Going Concern




At June 30, 2011, the Company had negative working capital of $244,162 and minimal funds needed to accomplish its planned business strategy or support its projected expenses. The Company plans to obtain the needed working capital primarily through sales of its common stock, which there is no assurance it will be able to accomplish. If the Company cannot obtain substantial working capital through common stock sales or other sources (if any), it will be forced to curtail its planned business operations. If the Company is unable to obtain additional financing, its ability to continue as a going concern is doubtful.




C.
INVENTORY




Inventory consists of raw materials and finished goods.  Raw materials are the components, including boxes, inserts, liquid medicine and packaging materials that have not been combined into the final product, ready for sale.  Finished goods are the final product, available for sale.  The following is inventory as of June 30, 2011 and 2010:




2011


2010Raw Materials

$
87,215


$
18,659Finished Goods


6,253



7,172Total Inventory

$
93,468


$
25,831




F-9


PURAMED BIOSCIENCE, INC.





Notes to Financial Statements


For the Years Ended June 30, 2011 and 2010




D.
NOTES PAYABLE TRANSACTIONS




On November 13, 2009, the Company issued a convertible note payable for $500,000.  The note has an annual interest rate of 8% paid monthly and matures in three years (11/13/2012).  The note was also issued with 75,000 warrants to purchase a share of common stock per warrant at $0.75.  The note is convertible immediately through maturity at $1.00 per share or 500,000 shares of common stock, which created a beneficial conversion feature.  The amount of the beneficial conversion feature was recorded as a discount and will be accredited over the life of the debt.  The warrants issued in conjunction with this note have a three year term, includes a cashless exercise option and are exercisable at $0.75 per share.  The Company performed a valuation of these warrants using the Black-Scholes model, which resulted in a valuation of $104,999.  The following assumptions were used: market price of $1.40, exercise price of $0.75, term of 3 years, interest rate of 1.02%, a dividend rate of 0% and volatility of 510.49%.





On May 3, 2010, the Company issued a convertible note payable for $70,000.  The note has an annual interest rate of 8% which accrues monthly and matures in nine months (February 3, 2011).  Using the stated conversion rate, a beneficial conversion feature of $70,000 was calculated and recorded immediately because the note was convertible at any time.  The following assumptions were used:  market price of $0.99, conversion rate of $0.45, term of nine months and an annual interest rate of 8%.  During the quarter ended December 31, 2010, the note was fully converted for 811,467 shares of common stock.




On June 21, 2010, the Company issued a convertible note payable for $30,000.  The note has an annual interest rate of 8% which accrues monthly and matures on March 21, 2011.  Using the stated conversion rate, a beneficial conversion feature of $30,000, was calculated and recorded immediately because the note was convertible at any time.  The following assumptions were used:  market price of $0.70, conversion rate of $0.34, term of nine months and an annual interest rate of 8%.  During the quarter ended March 31, 2011, the note was fully converted for 356,181 shares of common stock.





On September 14, 2010, the Company issued a convertible note payable for $35,000.  The note has an annual interest rate of 8% which accrues monthly and matures on June 14, 2011.  Using the stated conversion rate, a beneficial conversion feature of $35,000, was calculated and recorded immediately because the note was convertible at any time.  The following assumptions were used:  market price of $0.51, conversion rate of $0.32, term of nine months and an annual interest rate of 8%.  Between March and April 2011, the note was fully converted for 456,641 shares of common stock.





On January 18, 2011, the Company issued a convertible note payable for $75,000.  The note has an annual interest rate of 8% which accrues monthly and matures on September 18, 2011.  Using the stated conversion rate, a beneficial conversion feature of $75,000, was calculated and recorded immediately because the note was convertible at any time.  The following assumptions were used:  market price of $0.22, conversion rate of $0.10, term of nine months and an annual interest rate of 8%.





On April 4, 2011, the Company issued a convertible note payable for $40,000.  The note has an annual interest rate of 8% which accrues monthly and matures on January 4, 2012.  Using the stated conversion rate, a beneficial conversion feature of $40,000, was calculated and recorded immediately because the note was convertible at any time.  The following assumptions were used:  market price of $0.20 conversion rate of $0.08, term of nine months and an annual interest rate of 8%.





On April 13, 2011, the Company issued a convertible note payable for $30,000.  The note has an annual interest rate of 8% which accrues monthly and matures on January 13, 2012.  Using the stated conversion rate, a beneficial conversion feature of $30,000, was calculated and recorded immediately because the note was convertible at any time.  The following assumptions were used:  market price of $0.38, conversion rate of $0.09, term of nine months and an annual interest rate of 8%.




F-10




PURAMED BIOSCIENCE, INC.





Notes to Financial Statements


For the Years Ended June 30, 2011 and 2010




D.
NOTES PAYABLE TRANSACTIONS (Continued)




On May 17, 2011, the Company issued a convertible note payable for $35,000.  The note has an annual interest rate of 8% which accrues monthly and matures on February 17, 2011.  Using the stated conversion rate, a beneficial conversion feature of $35,000, was calculated and recorded immediately because the note was convertible at any time.  The following assumptions were used:  market price of $0.485, conversion rate of $0.22, term of nine months and an annual interest rate of 8%.




E.
RELATED PARTY TRANSACTIONS




During the year ended June 30, 2011, the Company issued 400,000 shares of restricted common stock each to Mr. James Higgins and Mr. Russell Mitchell for directors fees.  Mr. Russell Mitchell was also awarded 500,000 shares of restricted common stock for the successful completion and publication of the clinical study.  No related party transactions were recorded for the year ended June 30, 2010.




F.
STOCKHOLDER'S EQUITY




During the year ended June 30, 2010, the Company sold 1,084,000 shares of restricted common stock to twenty-five private individual investors at a rate of $0.25 per share.





During the year ended June 30, 2010, the Company issued 200,000 shares of restricted common stock to a capital funding company at a rate of $0.50 per share.





During the year ended June 30, 2010, the Company issued 600,000 shares of restricted common stock to eight independent contractors at a rate of $0.25 per share.





During the year ended June 30, 2010, the Company issued 220,000 shares of restricted common stock to four independent contractors at a rate of $0.50 per share.





During the year ended June 30, 2010, the Company issued 170,000 shares of restricted common stock to an independent contractor at a rate of $1.00 per share.




On July 12, 2010, the Company agreed to provide 30,000 total shares of PuraMed common stock based on $0.50 per share to an independent consultant.  The terms of the agreement call for 10,000 shares per month for three months.  On August 24, 2010, the Company issued 10,000 of the 30,000 shares.  The remaining 20,000 shares were issued on October 6, 2010.





During August to October 2010, pursuant to the S-1 Registration, the Company sold a total of 174,760 shares of common stock at prices ranging from $0.41 to $0.74 per share, for total proceeds of $90,000 to Lincoln Park Capital, LLC.  In addition 2,754 shares, in the amount of $1,492, were provided to Lincoln Park Capital, LLC as financing commitment shares. This leaves 1,475,240 registered shares available for future sales pursuant to the effective S-1 Registration Statement.





On July 14, 2010 and August 26, 2010 the Company issued Media4Equity 20,000 shares of restricted common stock, a total of 40,000 shares, at a rate of $1.00 per share, as compensation for the second and third months of our consulting contract with Media4Equity.





In December 2010, the Company issued 45,000 shares of common stock to three independent consultants for services, valued at $0.15 per share.





During the quarter ended December 31, 2010, the Company sold 70,000 shares of restricted common stock with warrants for $10,500, $7,000 for stock and$3,500 for the warrants, to a private investor at a rate of $0.30 per unit, of which there are two shares and one warrant per unit.





F-11





PURAMED BIOSCIENCE, INC.





Notes to Financial Statements


For the Years Ended June 30, 2011 and 2010




F.
STOCKHOLDER'S EQUITY (Continued)




During the quarter ended December 31, 2010, the Company sold 66,667 shares of restricted common stock for $10,000, to a private investor at a rate of $0.15 per share.
 
 On May 3, 2010, the Company issued a convertible note payable for $70,000.  During the quarter ended December 31, 2010, the note was fully converted for 811,467 shares of common stock.
 
 On June 21, 2010, the Company issued a convertible note payable for $30,000.  During January 2011, the note was fully converted for 356,181 shares of common stock.
 
 On September 14, 2010, the Company issued a convertible note payable for $35,000.  Between March and April 2011, the note was fully converted for 456,641 shares of common stock.
 
 During the quarter ended March 31, 2011, the Company issued 170,000 shares of common stock for $25,500 to three independent consultants for services, valued at $0.15 per share.
 
 During the quarter ended March 31, 2011, the Company sold 174,000 shares of restricted common stock with warrants for $26,100, $17,400 for stock and $8,700 for the warrants, to two private investors at a rate of $0.30 per unit, of which there are two shares and one warrant per unit.
 
 During the quarter ended March 31, 2011, the Company sold 20,000 shares of common stock for $3,000 to a private investor at a rate of $0.15 per share.
 
 During the quarter ended March 31, 2011, the Company issued 150,000 shares of restricted common stock for a total of $22,500 to its employees for services at a rate of $0.15 per share.
 
 On March 25, 2011, the Company issued 800,000 shares of PuraMed common stock based on $0.15 per share to be divided equally among its two board of director members, Messrs. Mitchell and Higgins in consideration for their serving on the Board of Directors for the current year.
 
 On March 25, 2011, the Company issued 33,334 shares of restricted common stock to an attorney for legal services rendered to the company.  These shares were valued at $0.15 per shares for a total value of $5,000.
 
 During the quarter ended June 30, 2011, the Company issued 65,000 shares of common stock for $9,750 to two independent consultants for services, valued at $0.15 per share.
 
 During the quarter ended June 30, 2011, the Company issued 130,000 shares of common stock for $32,500 to three independent consultants for services, valued at $0.25 per share.
 
 During the quarter ended June 30, 2011, the Company sold 1,321,000 shares of shares of restricted common stock with warrants for $330,250, to thirty-three private investors at a rate of $0.50 per unit, of which there are two shares and one warrant per unit.  In accordance with guidance in ASC 815-40-25-1 and ASC 815-40-25-8, the Company has determined the warrants issued have net cash settlement provisions that require classification as derivative liabilities rather than permanent equity. In accordance with such accounting rules, derivative instruments are recorded at fair value and marked-to-market each period until they are exercised or expire, with any change in the fair value charged or credited to income each period. Because these warrants do not trade in an active securities market, their fair value was estimated using the Black Scholes formula.


F-12




PURAMED BIOSCIENCE, INC.





Notes to Financial Statements


For the Years Ended June 30, 2011 and 2010




F.
STOCKHOLDER'S EQUITY (Continued)




The Company recognized a net gain of $11,896 from the combination of a day one loss and a gain from the change in fair value of these warrants from the date of issuance to year end.
 
 The following table summarizes our warrant activities for the twelve months ended June 30, 2011:


Shares


Weighted Average Exercise PriceOutstanding at July 1, 2010


275,000


$
1.36Issued


782,500


$
0.47Exercised


0


$
0.00Cancelled or expired


0


$
0.00Outstanding at June 30, 2011


1,057,500


$
0.70




G.
INCOME TAXES




The Company accounts for income taxes in accordance with FASB ASC 740-10-05 “Income Taxes Overview,” which provides for an asset and liability approach to accounting for income taxes. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. The valuation allowances have been established to offset net deferred tax assets due to the uncertainty of their realization.
 
 A reconciliation of estimated income tax expense (benefit) to the amount of computed using statutory federal rates is as follows:


Year Ended June 30,2011


2010Tax benefit at federal statutory rate of 35%

$
(527,628
)

$
(518,335
)State taxes net of federal benefit


(75,375
)


(74,048
)Permanent and other differences


1,453



2,640Change in valuation allowance


601,550



589,743Provision

$
0


$
0





No deferred income taxes have been provided for the temporary differences between the financial reporting and income tax basis of the Company due to the valuation allowances outlined below:


Year Ended June 30,2011


2010Asset (Liability)


Asset (Liability)Deferred tax asset - Net operating loss carry forward

$
1,535,248


$
979,576Deferred tax asset – Depreciation


10,078



10,218Deferred tax asset – Accrued officer salaries


35,801



40,097Valuation allowance


(1,581,127
)


(1,029,891
)Net deferred tax asset

$
0


$
0





The Company has estimated federal and state net operating loss carryforwards of $3,838,119 expiring in the years 2025 through 2029 The estimated tax benefit of these net operating loss carryforwards, based on an effective combined federal and state rate of 40% is $1,535,248 and $979,576 for the years ending June 30, 2011 and 2010 respectively. The Company has established a valuation allowance equal to the amount of cumulative tax assets. Accordingly, no net deferred tax assets, nor any current or deferred tax benefits, have been recognized at June 30, 2011.


F-13




PURAMED BIOSCIENCE, INC.





Notes to Financial Statements


For the Years Ended June 30, 2011 and 2010


G.
INCOME TAXES (Continued)


The Company follows the guidance in FASB ASC 740-10, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken in a tax return. This interpretation also provides guidance on de-recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods and income tax disclosures.
 
 Through June 30, 2011, management considered that the Company had no uncertain tax positions which affected its financial position and results of operations or cash flow, and will continue to evaluate any such uncertain positions in the future. There are no estimated interest costs and penalties provided in the Company’s financial statements for the year ended June 30, 2011 and 2010.


H.
SUBSEQUENT EVENTS




During the time from July thru September 2011, the Company sold 180,000 shares of restricted common stock with warrants for $45,000, to three private investors at a rate of $0.50 per unit, of which there are two shares and one warrant per unit; and the company issued 30,000 shares of PuraMed common stock based on $0.50 per share to an independent consultant for market awareness services.
 
 In August 2011, an outstanding convertible note payable for $75,000 was fully converted into 688,920 shares of common stock.
 
 The US trademark for LipiGesic® was pending and has been registered as of July 12, 2011.  Starting July 2011, amortization will be applied to this intangible asset for the life of the trademark or ten years.  Any fees to maintain this trademark will be expensed as incurred.
 
 On September 6, 2011, the Company issued a convertible note payable for $50,000.  The note has an annual interest rate of 8% which accrues monthly and matures on May 6, 2012.  Using the stated conversion rate, a beneficial conversion feature of $50,000 was calculated and recorded immediately because the note was convertible at any time.  The following assumptions were used:  market price of $0.485, conversion rate of $0.22, term of nine months and an annual interest rate of 8%.