UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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


THE
SECURITIES EXCHANGE ACT OF 1934





FOR
THE QUARTER ENDED DECEMBER 31, 2009





Commission
File No. 000-52771








PURAMED
BIOSCIENCE, INC.


(Exact
name of registrant as specified in its charter)






Minnesota
            
            20-5510104(State
      or other jurisdiction ofIncorporation
      or organization)
            
            (IRS Employer ID
      Number)




1326 Schofield AvenueSchofield, WI
            
            54476(Address
      of principal executive offices)
            
            (Zip
  Code)




(715)
359-6373


(Registrant’s
telephone number)








Check
whether the Issuer (1) has filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.  YES þ NO o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). YES þ NO o





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. o





There
were 13,281,839 shares of Common Stock outstanding as of February 9,
2010.




TABLE
OF CONTENTS







PART I –
      FINANCIAL INFORMATIONI
 tem 1.
            CONDENSED FINANCIAL STATEMENTS
            1Condensed
      Balance Sheets
            1Unaudited
      Condensed Statements of Operations
            2Unaudited
      Condensed Statements of Cash Flows
            3Notes to
      Condensed Unaudited Financial Statements
            4Item 2.
            MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
      AND RESULTS OF OPERATIONS
            8Item 3.
            Quantitative and Qualitative Disclosures about Market
    Risk
            16Item 4.
            Controls and Procedures
            16PART
      II.  OTHER INFORMATIONItem 2.
            Unregistered Sales of Equity Securities and Use of
    Proceeds
            17Item 5.
            Other Information
            17Item 6.
            Exhibits
            17







PART I – FINANCIAL
INFORMATION





ITEM
1.  CONDENSED FINANCIAL STATEMENTS





PURAMED
BIOSCIENCE, INC.


(A
Development Stage Company)


Condensed
Balance Sheets




December
      31,
              
              
              June
      30,2009
              
              
              2009(Unaudited)
              
              
              (Audited)ASSETSCurrent
      assetsCash
              
              $
              387,026
              
              
              $
              38,670Accounts
      receivable
              
              
              130
              
              
              
              -Payroll
      tax receivable
              
              
              145
              
              
              
              -Inventory
              
              
              29,976
              
              
              
              378Prepaid
      expenses
              
              
              6,136
              
              
              
              5,480Total
      current assets
              
              
              423,413
              
              
              
              44,528Property
      and equipmentComputer
      software
              
              
              2,125
              
              
              
              1,217Computer
      hardware
              
              
              1,102
              
              
              
              580Equipment
              
              
              665
              
              
              
              -Accumulated
      depreciation
              
              
              (1,273
              )
              
              
              (920
              )Net
      property and equipment
              
              
              2,619
              
              
              
              877Other
      assetsPuraMed
      Bioscience products, net of accumulatedamortization
      of $130,401 and $106,399, respectively
              
              
              205,630
              
              
              
              229,632Trademarks
              
              
              9,387
              
              
              
              7,910Patent
              
              
              17,759
              
              
              
              17,048Total
      other assets
              
              
              232,776
              
              
              
              254,590Total
      assets
              
              $
              658,808
              
              
              $
              299,995LIABILITIES AND STOCKHOLDERS'
      EQUITYCurrent
      liabilitiesAccounts
      payable
              
              $
              9,555
              
              
              $
              8,754Accrued
      wages - officers'
              
              
              15,779
              
              
              
              109,698Accrued
      expenses
              
              
              7,780
              
              
              
              10,336Total
      current liabilities
              
              
              33,114
              
              
              
              128,788Long-term
      liabilitiesConvertible
      bond payable
              
              
              500,000
              
              
              
              -Discount
      on convertible bond
              
              
              (392,156
              )
              
              
              -Total
      long-term liabilities
              
              
              107,844
              
              
              
              -Total
      liabilities
              
              
              140,958
              
              
              
              128,788Stockholders'
      equityUndesignated
      shares, 5,000,000 shares authorized, none issued
              
              
              -
              
              
              
              -Common
      stock, $.001 par value, 45,000,000 sharesauthorized,
      13,281,839 shares and 11,597,839 shares issuedand
      outstanding, respectively
              
              
              13,282
              
              
              
              11,597Additional
      paid in capital
              
              
              2,084,295
              
              
              
              1,254,981Deficit
      accumulated during the development stage
              
              
              (1,579,727
              )
              
              
              (1,095,371
              )Total
      stockholders' equity
              
              
              517,850
              
              
              
              171,207Total
      liabilities & stockholders' equity
              
              $
              658,808
              
              
              $
              299,995
  See notes
to unaudited condensed financial statements.





1


PURAMED BIOSCIENCE, INC.


(A
Development Stage Company)


Unaudited
Condensed Statements of Operations




Three
      months ended
              
              
              Six
      months ended
              
              
              Period
      fromMay 9, 2006 (inception)
      toDecember
      31, 2009
              
              
              December
      31, 2008
              
              
              December
      31, 2009
              
              
              December
      31, 2008
              
              
              December
      31, 2009Revenues
              
              $
              2,567
              
              
              $
              -
              
              
              $
              2,567
              
              
              $
              -
              
              
              $
              2,567Total
      revenues
              
              
              2,567
              
              
              
              -
              
              
              
              2,567
              
              
              
              -
              
              
              
              2,567Cost
      of sales
              
              
              289
              
              
              
              -
              
              
              
              289
              
              
              
              -
              
              
              
              289Total
      cost of sales
              
              
              289
              
              
              
              -
              
              
              
              289
              
              
              
              -
              
              
              
              289Gross
      profit
              
              
              2,278
              
              
              
              -
              
              
              
              2,278
              
              
              
              -
              
              
              
              2,278Operating
      expensesSelling,
      general and administrative expenses
              
              
              53,647
              
              
              
              14,146
              
              
              
              76,938
              
              
              
              29,505
              
              
              
              228,107Amortization
      and depreciation expense
              
              
              12,207
              
              
              
              12,103
              
              
              
              24,355
              
              
              
              24,206
              
              
              
              131,675Audit
      fees
              
              
              2,500
              
              
              
              862
              
              
              
              20,218
              
              
              
              16,498
              
              
              
              45,528Consulting
      fees
              
              
              20,500
              
              
              
              242
              
              
              
              20,500
              
              
              
              39,525
              
              
              
              312,672Marketing
      and advertising expense
              
              
              78,289
              
              
              
              -
              
              
              
              169,539
              
              
              
              -
              
              
              
              227,933Directors'
      fees
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              60,000Research
      and development
              
              
              28,157
              
              
              
              -
              
              
              
              38,003
              
              
              
              172
              
              
              
              110,947Salaries
              
              
              12,505
              
              
              
              10,092
              
              
              
              20,003
              
              
              
              27,831
              
              
              
              107,930Officers'
      salaries
              
              
              48,000
              
              
              
              48,000
              
              
              
              96,000
              
              
              
              96,000
              
              
              
              336,000Total
      operating expenses
              
              
              255,805
              
              
              
              85,445
              
              
              
              465,556
              
              
              
              233,737
              
              
              
              1,560,792Loss
      from operations
              
              
              (253,527
              )
              
              
              (85,445
              )
              
              
              (463,278
              )
              
              
              (233,737
              )
              
              
              (1,558,514
              )Other
      income / (expense)Interest
      income
              
              
              98
              
              
              
              1,925
              
              
              
              98
              
              
              
              886
              
              
              
              (37
              )Interest
      expense
              
              
              (21,176
              )
              
              
              -
              
              
              
              (21,176
              )
              
              
              -
              
              
              
              (21,176
              )Total
      other expense
              
              
              (21,078
              )
              
              
              1,925
              
              
              
              (21,078
              )
              
              
              886
              
              
              
              (21,213
              )Net
      loss
              
              $
              (274,605
              )
              
              $
              (83,520
              )
              
              $
              (484,356
              )
              
              $
              (232,851
              )
              
              $
              (1,579,727
              )Loss
      per common share - basicand
      diluted
              
              $
              (0.02
              )
              
              $
              (0.01
              )
              
              $
              (0.04
              )
              
              $
              (0.04
              )Average
      number of  common sharesoutstanding
      basic and diluted
              
              
              12,857,056
              
              
              
              6,850,827
              
              
              
              12,403,861
              
              
              
              6,442,053
 
 See notes
to unaudited condensed financial statements.


2


PURAMED
BIOSCIENCE, INC.


(A
Development Stage Company)


Unaudited
Condensed Statements of Cash Flows




Six
      months ended
              
              
              Period
      from May 9,December
      31, 2009
              
              
              December
      31, 2008
              
              
              2006
      (inception) to December 31, 2009Cash
      flows from operating activitiesNet
      loss
              
              $
              (484,356
              )
              
              $
              (232,851
              )
              
              $
              (1,579,727
              )Changes
      on non cash working capital items:Stock
      issued for services
              
              
              150,000
              
              
              
              33,000
              
              
              
              225,000Non-cash
      consulting expense
              
              
              -
              
              
              
              -
              
              
              
              92,000Stock
      issued for directors' fees
              
              
              -
              
              
              
              -
              
              
              
              60,000Depreciation
              
              
              353
              
              
              
              203
              
              
              
              1,273Amortization
              
              
              24,002
              
              
              
              24,002
              
              
              
              130,401Accretion
      on discount on convertible bond
              
              
              17,843
              
              
              
              -
              
              
              
              17,843Changes
      in operating assets and liabilities:Accounts
      receivable
              
              
              (130
              )
              
              
              0
              
              
              
              (130
              )Payroll
      tax receivable
              
              
              (145
              )
              
              
              0
              
              
              
              (145
              )Inventory
              
              
              (29,598
              )
              
              
              0
              
              
              
              (29,976
              )Prepaid
      expenses
              
              
              (656
              )
              
              
              205
              
              
              
              (6,136
              )Accounts
      payable
              
              
              801
              
              
              
              13,351
              
              
              
              9,555Accounts
      payable - related party
              
              
              -
              
              
              
              (233
              )
              
              
              -Accrued
      wages - officers
              
              
              (93,919
              )
              
              
              116,343
              
              
              
              156,779Accrued
      expenses
              
              
              (2,556
              )
              
              
              (2,261
              )
              
              
              7,780Net
      cash used for operating activities
              
              
              (418,361
              )
              
              
              (48,241
              )
              
              
              (915,483
              )Cash
      flows from investing activitiesPatent
      acquisition costs
              
              
              (711
              )
              
              
              (12,499
              )
              
              
              (17,759
              )Purchase
      of property and equipment
              
              
              (2,095
              )
              
              
              -
              
              
              
              (3,892
              )Trademark
      acquisition costs
              
              
              (1,477
              )
              
              
              (1,282
              )
              
              
              (9,387
              )Net
      cash used for investing activities
              
              
              (4,283
              )
              
              
              (13,781
              )
              
              
              (31,038
              )Cash
      Flows from financing activitiesConvertible
      bond proceeds
              
              
              500,000
              
              
              
              -
              
              
              
              500,000Loans
      from officers
              
              
              -
              
              
              
              61,000
              
              
              
              148,685Repayments
      to officers for related party loans
              
              
              -
              
              
              
              -
              
              
              
              (15,000
              )Proceeds
      from sale of stock
              
              
              271,000
              
              
              
              -
              
              
              
              451,000Proceeds
      from spin off
              
              
              -
              
              
              
              -
              
              
              
              174,393Proceeds
      from equity investee
              
              
              -
              
              
              
              -
              
              
              
              74,469Net
      cash provided by financing activities
              
              
              771,000
              
              
              
              61,000
              
              
              
              1,333,547Net
      (decrease) increase in cash
              
              
              348,356
              
              
              
              (1,022
              )
              
              
              387,026Cash
      at beginning of period
              
              
              38,670
              
              
              
              1,278
              
              
              
              -Cash
      at end of period
              
              $
              387,026
              
              
              $
              256
              
              
              $
              387,026Supplemental
      disclosures of noncash investing and financing
      activities and other cash flow information:Assets
      acquired in connection with spin off
              
              $
              -
              
              
              $
              -
              
              
              $
              217,687Stock
      issued for acquisition of assets
              
              $
              -
              
              
              $
              -
              
              
              $
              174,393Beneficial
      conversion feature on convertible debt
              
              $
              305,000
              
              
              $
              -
              
              
              $
              305,000Stock
      warrants issued with convertible debt
              
              $
              104,999
              
              
              $
              -
              
              
              $
              104,999Interest
      paid
              
              $
              3,333
              
              
              $
              -
              
              
              $
              3,468
 
 See notes
to unaudited condensed financial statements.


3


PURAMED
BIOSCIENCE, INC.


(A
Development Stage Company)


Notes to
Condensed Unaudited Financial Statements


For the
Six Month Periods Ended December 31, 2009 and 2008





A.  Basis
of Presentation





The
condensed balance sheet as of December 31, 2009, the condensed statements of
operations for the three and six month periods ended December 31, 2009 and 2008
and the condensed statements of cash flows for the six month periods ended
December 31, 2009 and 2008 have been prepared by PuraMed Bioscience, Inc. (the
"Company") without audit.  In the opinion of management, all
adjustments (consisting only of normal recurring accruals) necessary to present
fairly the financial position as of December 31, 2009 and the results of
operations and cash flows for the three and six month periods ended December 31,
2009 and 2008 presented herein have been made.





Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with accounting principles generally accepted in the
United States of America have been condensed or omitted.  These
financial statements should be read in conjunction with the Company's financial
statements and notes thereto for the fiscal year ended June 30, 2009 included in
the Annual Report on Form 10-K of the Company filed with the SEC on September
25, 2009.





B.  Going
Concern





At
December 31, 2009, the Company had working capital of $390,299, and requires
additional funds to accomplish its planned business strategy or support its
projected expenses.  The Company plans to obtain the needed working
capital primarily through sales of both equity and debt securities, 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.  Accounting
Policies





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.





Recently
Enacted Accounting Standards





In June
2009 the FASB established the Accounting Standards Codification ("Codification"
or "ASC") as the source of authoritative accounting principles recognized by the
FASB to be applied by nongovernmental entities in the preparation of financial
statements in accordance with generally accepted accounting principles in the
United States ("GAAP"). Rules and interpretive releases of the Securities and
Exchange Commission ("SEC") issued under authority of federal securities laws
are also sources of GAAP for SEC registrants. Existing GAAP was not intended to
be changed as a result of the Codification, and accordingly the change did not
impact our financial statements. The ASC does change the way the guidance is
organized and presented.





4


PURAMED
BIOSCIENCE, INC.


(A
Development Stage Company)


Notes
Condensed to Unaudited Financial Statements


For the
Six Month Periods Ended December 31, 2009 and 2008





D.  Related
Party Transactions





From
November 2007 through June 2009, Russell Mitchell, a principal shareholder,
loaned the Company a total of $69,685 for working capital purposes, for which he
received a promissory note bearing an interest rate of 4% and is payable on
demand.  As of June 30, 2009, $62,685 was converted to common stock
and $7,000 was repaid.  Mr. Mitchell elected to waive the 4%
interest.





From
January 2008 through June 2009, James Higgins, a principal shareholder, loaned
the Company a total of $92,000 for working capital purposes, for which he
received a promissory note bearing an interest rate of 4% and is payable on
demand.  As of June 30, 2009, $84,000 was converted to common stock
and $8,000 was repaid.  Mr. Higgins elected to waive the 4%
interest.




Stockholder’s
Equity




In May
2008, the Company issued common stock for services to its employees and certain
contractors.  There were a total of 400,000 common shares issued at
$0.03 per share or a total value of $12,000.





In
September 2008, the Company issued 110,000 shares of common stock at a rate of
$0.30 per share for services related to establishing a trading market for our
common stock for a total value of $33,000.





On
November 24, 2008, the Board of Directors authorized the conversion of notes
payable in the amount of $58,585 to Mr. Mitchell and $84,000 to Mr. Higgins into
PuraMed common stock at a rate of $0.15 per share. This results in an issuance
of 390,567 and 560,000 common stock shares, respectively.





On the
same day, the Board of Directors authorized the conversion of accrued wages in
the amount of $64,000 each to Messrs. Mitchell and Higgins at a rate of $0.15
per share. This resulted in an issuance of 426,667 shares (each) of common
stock.





On
February 25, 2009, the Board of Directors authorized the sale of 2,000,000
shares of restricted common stock to a private individual at a price of $0.06
per share.





On March
9, 2009, the Board of Directors authorized the conversion of notes payable in
the amount of $4,100 to Mr. Mitchell into common stock at a rate of $0.06 per
share. This resulted in an issuance of 68,334 shares of common
stock.





On March
20, 2009, the Board of Directors authorized the sale of 1,000,000 shares of
restricted common stock to a private individual at a price of $0.06 per
share.




5


PURAMED
BIOSCIENCE, INC.


(A
Development Stage Company)


Notes
Condensed to Unaudited Financial Statements


For the
Six Month Periods Ended December 31, 2009 and 2008





E.  Stockholder’s
Equity (Continued)





On May
21, 2009, the Company issued 600,000 shares of common stock valued at $0.10 per
share (total value of $60,000) to be divided equally among its board of
directors in consideration for their serving on the Board of
Directors.





From July
2009 to November 2009 the Company issued 120,000 shares of restricted common
stock to three persons for the promotion of the Company to independent
investors.  These shares were valued at $0.25 per share for a total
value of $30,000.





On
September 11, 2009, the Company issued 30,000 shares of restricted common stock
for partial payment of services related to the creation of the Company’s direct
response television commercial.  These shares were valued at $0.25 per
share for a total value of $7,500.





During
the three months from July 2009 through September 2009, the Company sold 518,000
shares of restricted common stock to seven private individual investors at a
rate of $0.25 per share.





During
the three months from October 2009 through December 2009, the Company sold
566,000 shares of restricted common stock to eighteen private individual
investors at a rate of $0.25 per share.





On
October 29, 2009, the Company issued 400,000 shares of restricted common stock
that was divided between Russell Mitchell and James Higgins for recognition of
past extensive work and accomplishments on behalf of the
company.  These shares were valued at $0.25 per shares for a total
value of $100,000.





On
October 29, 2009, the Company issued 50,000 shares of restricted common stock to
an attorney for legal services rendered to the company.  These shares
were valued at $0.25 per shares for a total value of $12,500.





On
November 13, 2009, the Company issued a convertible bond payable for
$500,000.  The bond has an interest rate of 8% due 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 (see
valuation below) 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%.





6


PURAMED
BIOSCIENCE, INC.


(A
Development Stage Company)


Notes
Condensed to Unaudited Financial Statements


For the
Six Month Periods Ended December 31, 2009 and 2008





E.  Stockholder’s
Equity (Continued)





The value
of the beneficial conversion feature is calculated as follows:




Allocation
      of Proceeds:Total
      Proceeds received from the Convertible Debt Instrument
              
              $
              500,000Value
      of these proceeds assigned to the warrants
              
              $
              (104,999
              )Proceeds
      assigned to the convertible debt
              
              
              395,001Effective
      Conversion Price of the Convertible DebtValue
      of Proceeds assigned to the Convertible Debt
              
              $
              395,001Shares
      that the Convertible Debt can be converted into
              
              $
              500,000Effective
      Conversion Price per Share
              
              $
              0.79Beneficial
      Conversion Feature ValuationFair
      Value per Share on Date of Agreement - 11/13/09
              
              $
              1.40Less:
      Effective Conversion Price per Share
              
              
              (0.79
              )Beneficial
      Conversion Feature per Share
              
              $
              0.61Shares
      that the Convertible Debt can be converted into
              
              
              500,000Beneficial
      Conversion Feature
              
              $
              305,000Discount
      on Convertible Debt InstrumentValue
      assigned to Warrants
              
              $
              104,999Value
      of Beneficial Conversion Feature
              
              
              305,000Total
      Discount on Convertible Debt Instrument
              
              
              409,999Accumulated
      Accretion at 12/31/09
              
              
              (17,843
              )Balance
      of Discount on Convertible Debt Instrument at 12/31/09
              
              $
              392,156





F.  Subsequent
Events





On
February 2, 2010 the company entered into a Private Equity Credit Agreement with
Southridge Partners II, LP, a limited partnership.





Pursuant
to this Equity Credit Agreement, Southridge Partners II shall commit to purchase
up to $7,500,000 of the Company’s common stock over the course of 24
months.





Complete
details of this agreement can be found in the Company’s 8-K filing that was
published on 2/8/2010.





The
Company has evaluated subsequent events from the balance sheet date through
February 10, 2010, and no other significant events have
occurred


7




ITEM
2.  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





The
following discussion should be read and considered along with our condensed
financial statements and related notes included in this 10-Q.  These
financial statements were prepared in accordance with United States Generally
Accepted Accounting Principles (U.S. GAAP).  This discussion and
analysis contains forward-looking statements that involve risks, uncertainties
and assumptions.  Our actual results may differ substantially from
those anticipated in these forward-looking statements as a result of various
factors including those set forth in the “Risk Factors” section of our Form 10-K
filing for fiscal year ending June 30, 2009 filed with the SEC on September 25,
2009.





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 LipigesicTM brand and trademark.  In an
effort to add continuity to all of the PuraMed BioscienceTM products the Company
trademarked the brand name LipigesicTM.  The Company has completed all
product development and design packaging for its initial three products,
LipiGesicTM M (Migraine), LipiGesicTM PM (Insomnia), and LipiGesicTM H (Tension
Headache), and commenced commercial introduction of the LipiGesicTM M (Migraine)
product to the marketplace in the fourth quarter of calendar 2009.





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 recently entered the OTC healthcare products marketplace by employing
“direct to consumer” marketing via a 2-minute Direct Response television
commercial.  This initial effort will be followed by broad retail
distribution through mainstream mass merchandisers, drug stores and food chains
which is scheduled to begin in the third quarter of 2010. PuraMed is currently
undergoing substantial activities directed toward its initial commercial launch
of LipigesicTMM migraine product.





8





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 positive results from its
initial research and management, which we expect will assist us in the future
development of a new generation of botanically derived anti-inflammatory and
pain management products with broad applications.





LipiGesicTM
M





LipiGesicTM
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 30 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.





LipiGesicTM
M is effective, available as a non-prescription remedy, without any known side
effects, and affordable compared to more expensive migraine drugs based on
prescription chemical formulations.





LipiGesicTM
PM





LipiGesicTM
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 sleep aid market features products based primarily on chemical
antihistamines.





Accordingly,
the LipiGesicTM 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 LipiGesicTM 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.





Future LipiGesicTM
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 two products. These other PuraMed products
include:





LipiGesicTM H – provides
relief for common tension headaches which afflict a majority of American adults
from time to time. This remedy provides headache relief features a unique
proprietary formulation of St. John’s Wort and common aspirin.





9


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





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





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





LipiGesicTM CS – provides fast
relief for canker sore outbreaks.





When
introduced commercially, these other products will be packaged and branded much
like the initial LipiGesicTM 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
LipiGesicTM M, LipiGesicTM PM and LipiGesicTM 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
products 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 development stage costs and development time related to
launching each PuraMed product commercially.





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.





10


Sales and
Marketing





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





Phase One
Rollout:  Direct Response. In December 2009 Puramed began
running its two-minute direct response television commercials via selected
national cable television stations.  The media spend over the initial
ninety day test phase will be modest in an effort to optimize the television
campaign. The media spend is scheduled to increase substantially once the
commercial begins to perform in the marketplace.


PuraMed
will also employ website and toll-free telephone access in conjunction with its
TV direct response campaigns. A Social Media Campaign conducted on the internet
via popular internet networking sites will also be implemented to drive
customers to our eCommerce websites. PuraMed has begun Phase One Rollout during
the fourth quarter of calendar year 2009.





Phase Two
Rollout:  Retail Drugstores. PuraMed expects to develop
substantial product sales and a defined customer base from its direct response
marketing phase by the third quarter of 2010. It will then begin marketing
through approximately 25,000 retail drugstores already targeted by PuraMed,
including Walgreens, Rite Aid, CVS 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, PuraMed will launch Phase Three which will consist of
placing PuraMed products in a further approximately 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 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.





Results of
Operations





Revenues





Revenues
consist of website and telephone sales of the LipiGesic M migraine
product.





Cost
of Sales





Cost of
sales consists of material, packaging and freight costs for the units
sold.





Operating
Expenses





Selling,
general and administrative expenses consist primarily of payroll taxes, health
insurance, facility rent and administrative overhead costs.





Amortization
and depreciation expenses consist primarily of depreciation of fixed assets and
amortization of our intellectual property received during our spin-off from our
parent company in April 2007.





11


Audit
fees consist of quarterly reviews and our annual audit required for our SEC
filings.





Consulting
fees include fees paid to consultants and brokers for services related to being
a public company.





Marketing
and advertising expense include payments for public relations, stock promotion
and advertising consistent with the commercialization of products.





Research
and development expenses consist primarily of product and packaging development
and marketing strategy costs.





Salaries
include payments to our office manager and corporate controller as of January 1,
2008.





Officers’
salaries include payroll to our Chief Executive Officer and our Chief Financial
Officer.





Comparison of Operations for
Three Months Ended December 31, 2009 and 2008





Revenue





Revenue
for the three months ended December 31, 2009 were $2,567 compared to $0 for the
three months ended December 31, 2008.  Revenue of consists of web and
telephone sales of LipiGesic M migraine product.





Cost
of Sales





Cost of
sales for the three months ended December 31, 2009 were $289, compared to $0 for
the three months ended December 31, 2008.  Cost of sales consists of
material, packaging and freight costs for the units of LipiGesic M migraine
product sold.





Selling,
General and Administrative Expenses





Selling,
general and administrative expenses for the three months ended December 31, 2009
were $53,647 compared to $14,146 for the three months ended December 31,
2008.  Increased selling, general and administrative expenses for the
2009 period compared to 2008 were due primarily to postage, convention and
supplies paid for the preparation for the commercial rollout of our LipiGesic M
migraine product.





Amortization
and Depreciation





Amortization
and depreciation expenses for the three months ended December 31, 2009 and 2008
were similar at $12,207 compared to $12,103.





Audit
Fees





Audit
fees for the three months ended December 31, 2009 were similar at $2,500
compared to $862 for the three months ended December 31, 2008.





Consulting
Fees





Consulting
fees for the three months ended December 31, 2009 were $20,500 compared to $242
for the three months ended December 31, 2008 which increase was due to our
initial commercial product launch in 2009.





12





Marketing
and Advertising Expense





Marketing
and advertising expense for the three months ended December 31, 2009 were
$78,289 compared to $0 for the three months ended December 31, 2008, which was
due to our initial commercial product launch in 2009.





Research
and Development Expenses





Research
and development expenses for the three months ended December 31, 2009 were
$28,157 compared to $0 for the three months ended December 31,
2008.  Increased research and development expenses were due to
increased product development activity in 2009.





Salaries





Salaries
for the three months ended December 31, 2009 were $12,505 compared to $10,092
for the three months ended December 31, 2008, which is attributed to the
fluctuation of hours worked by administrative personal in the previous
period.





Officers’
Salaries





Officer
salaries for the three months ended December 31, 2009 and 2008 were the same
being $48,000 for each period.





Net
Losses





Net
losses for the three months ended December 31, 2009 were $274,605 compared to
$83,520 for the three months ended December 31, 2008.  These increased
losses in 2009 were due to increased operational expenses related to the
commercial rollout of our LipiGesic M migraine product.





Comparison of Operations for
Six Months Ended December 31, 2009 and 2008





Revenue





Revenue
for the six months ended December 31, 2009 were $2,567 compared to $0 for the
six months ended December 31, 2008.  Revenue consists of web and
telephone sales of LipiGesic M migraine product.





Cost
of Sales





Cost of
sales for the six months ended December 31, 2009 were $289, compared to $0 for
the six months ended December 31, 2008.  Cost of sales consists of
material, packaging and freight costs for the units of LipiGesic M migraine
product sold.





Selling,
General and Administrative Expenses





Selling,
general and administrative expenses for the six months ended December 31, 2009
were $76,938 compared to $29,505 for the six months ended December 31,
2008.  Increased selling, general and administrative expenses for the
2009 period compared to 2008 were due primarily to postage, convention and
supplies paid for the preparation for the commercial rollout of our LipiGesic M
migraine product.





Amortization
and Depreciation





Amortization
and depreciation expenses for the six months ended December 31, 2009 and 2008
were similar at $24,355 compared to $24,206.





13


Audit
Fees





Audit
fees for the six months ended December 31, 2009 were $20,218 compared to $16,498
for the six months ended December 31, 2008, which increase was due to the
expanded activities in 2009.





Consulting
Fees





Consulting
fees for the six months ended December 31, 2009 were $20,500 compared to $39,525
for the six months ended December 31, 2008 which decrease was due to the Company
terminating its consulting agreements with its two officers and reclassifying
their monthly salaries.





Marketing
and Advertising Expense





Marketing
and advertising expense for the six months ended December 31, 2009 were $169,539
compared to $0 for the six months ended December 31, 2008, which was due to our
initial commercial product launch in 2009.





Research
and Development Expenses





Research
and development expenses for the six months ended December 31, 2009 were $38,003
compared to $172 for the six months ended December 31,
2008.  Increased research and development expenses were due to
increased product development activity in 2009.





Salaries





Salaries
for the six months ended December 31, 2009 were $20,003 compared to $27,831 for
the six months ended December 31, 2008, which is attributed to the fluctuation
of hours worked by administrative personal in the previous period.





Officers’
Salaries





Officer
salaries for the six months ended December 31, 2009 and 2008 were the same being
$96,000 for each period.





Net
Losses





Net
losses for the six months ended December 31, 2009 were $484,356 compared to
$232,851 for the six months ended December 31, 2008.  These increased
losses in 2009 were due to increased operational expenses related to the
commercial rollout of our LipiGesic M migraine product.





Financial Condition,
Liquidity and Capital Resources





As of
December 31, 2009, the Company had cash of $387,026 and working capital of
$390,299.





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





PuraMed’s
current business strategy is to promote our LipiGesicTM M (migraine) product via
our direct response marketing campaigns to as many consumers in the U.S. market
as possible.  Once a significant level of branding has been achieved
the company will commence their commercial retail introduction by third quarter
of calendar year 2010.  PuraMed’s primary goal is to achieve continual
material growth of LipigesicTM product sales through mainstream food, drug, and
mass merchandiser retail channels while at the same time promoting LipigesicTM
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:




14


Commercialize PuraMed
Products – PuraMed’s primary focus for the first and second quarters of
calendar year 2010 will be to continue to test and run our direct response
television commercial via nationally available cable television stations
featuring our migraine product marketed under our LipiGesicTMM brand name. In
addition our eCommerce website www.lipigesic.com
will continue to be promoted via the Direct Response TV commercial and an
internet based Social Media Marketing program designed to attract potential
customers to our website to purchase our products. PuraMed has obtained all
vendors, suppliers and subcontract third parties needed for its planned
production, packaging and raw material, and will continue to identify and obtain
alternate sources for PuraMed product inventories.




Expansion of Sales and Marketing
Activities – PuraMed will continue to expand upon its marketing
activities which have been focused toward employing “direct to consumer” media
advertising for its planned product sales, as well as promoting and building
LipigesicTM brand awareness.  Marketing activities designed to promote
our nationwide retail launch will also be conducted including retailer specific
advertising and in store promotional programs. PuraMed will continue to
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
LipigesicTM products.




Assuming
the company raises the capital, we anticipate spending approximately
$2.5 million over the next twelve to eighteen months regardless of any
amounts of revenues we generate from product sales during this
period:





Sales
      and marketing expenses
            
            $
            1,280,000Purchase
      of product inventory, packaging and raw materials
            
            
            600,000Research
      and development activities
            
            
            175,000General
      and administrative expenses including rent, fixed overhead and management
      compensation
            
            
            445,000$
            2,500,000





Critical Accounting
Policies





The
discussion in this Plan of Operation should be considered in conjunction with
our unaudited condensed financial statements and related notes included in this
quarterly report.  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.





15





LipiGesicTM
Products:





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.





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
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 December
31, 2009.





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





This item
is not applicable to PuraMed BioscienceTM, Inc.





ITEM 4. 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.





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.





16


PART
II. OTHER INFORMATION





ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS





During
October through December 31, 2009, the Company, through private transactions,
offered and sold 566,000 shares of common stock to eighteen individual investors
for a total of $141,500 net of offering expenses.  Sale of these
common shares was deemed exempt from registration under Section 4(2) of the
Securities Act of 1933, as amended.  No advertising or general
solicitation was involved and these shares were offered only to the individual
purchasers who are accredited investors.  Moreover, the stock
certificates for these shares are legended to prevent further transfer, resale
or other disposition unless registered under applicable securities laws or
exempt from such registration.  The proceeds from the sales of this
stock were used to increase working capital for on-going commercial
operations.





ITEM 5. OTHER
INFORMATION





None





ITEM 6. EXHIBITS





See
Exhibit Index below


17


Exhibit
Index


Quarterly
report on Form 10-Q


For the
quarter ended December 31, 2009





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





18




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.February
      9, 2010
                By:
                /s/ Russell
      W. MitchellRussell
      W. Mitchell,Chief
      Executive Officer
 
 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.
  February
      9, 2010
              By:
              /s/ Russell
      W. MitchellRussell W. Mitchell,
                Director (principal executive officer)
 February
      9, 2010
              By:
              /s/ James
      W. HigginsJames W. Higgins,
                  Director(principal financial officer)
   19