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TMCNet:  PURAMED BIOSCIENCE INC. - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

[February 14, 2013]

PURAMED BIOSCIENCE INC. - 10-Q - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Edgar Glimpses Via Acquire Media NewsEdge) The following discussion and analysis of our financial condition and plan of operations should be read and considered along with our condensed financial statements and related notes included in this Quarterly Report on Form 10-Q. Various statements have been made in this Quarterly Report on Form 10-Q that may constitute "forward-looking statements." Forward-looking statements may also be made in the Company's other reports filed with or furnished to the SEC and in other documents. In addition, from time to time, the Company, through its management, may make oral forward-looking statements. Forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from such statements. The words "believe," "expect," "anticipate," "optimistic," "intend," "plan," "aim," "will," "may," "should," "could," "would," "likely" and similar expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.


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 April 12, 2007, the 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 Current Report on Form 8-K and exhibit thereto which were filed with the US Securities and Exchange Commission (the "SEC") on April 10, 2007, and can be readily accessed at the SEC website www.sec.gov or the Company's corporate website at http://www.puramedbioscience.com/sec-filings/.

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 PuraMed's products, the Company trademarked the brand name LipiGesic®. The Company has recently completed all product development and design packaging for our initial three products, LipiGesic® M (Migraine), LipiGesic® H (Tension Headache) and LipiGesic® PM (Insomnia).

The Company entered the Over-The-Counter ("OTC") healthcare products marketplace in December 2009, by employing "direct to consumer" marketing for our 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.

The Company has gained a retail presence in two of the top national chain drug stores, Walgreens and CVS. The number of stores now stocking our LipiGesic® M migraine product is approaching 15,000 stores. The Company is also in negotiations with several additional large retailers to stock our LipiGesic® M, migraine product.

PuraMed is now implementing our marketing campaign utilizing our 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. In addition, the Company has begun a second clinical study that focuses specifically on children and adolescents. The Company's overall marketing efforts 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.

11 -------------------------------------------------------------------------------- The Company also intends to continue to develop and grow our intellectual property portfolio, which is expected to substantially enhance shareholder value. Our scientific team has gained significant and exciting evidence from our 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, P.O. Box 677, Schofield, WI 54476; our telephone number is (715) 359-6373 and our corporate and product website addresses are www.puramedbioscience.com and www.lipigesic.com, respectively.

LipiGesic® M LipiGesic® M provides acute relief from migraine headaches, and contains the herbs feverfew and ginger as principal ingredients. PuraMed believes that our specific formulation of these herbs for our 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 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. Therefore migraine headaches constitute a severe and disabling condition for millions of people. We further believe that the economic burden alone to the US 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® 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, the LipiGesic® H formulation can provide a safer, faster acting alternative, while also dramatically reducing the potential for harmful side effects. LipiGesic® H will 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.

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 currently features products primarily 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 plan to price LipiGesic® PM as a premium sleep aid product.

12 -------------------------------------------------------------------------------- Similar to the migraine remedy market, the market for sleep aid products represents a sizable segment of the overall healthcare products marketplace. We believe that over half of all adults in the US 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 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.

Sublingual Delivery System LipiGesic® M (Migraine), LipiGesic® H (Tension Headache) and LipiGesic® PM (Insomnia) are non-prescription, liquid-gel 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 our benchmark use of sublingual dispensers will distinguish our 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 our 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 functions primarily as a research and development, marketing and sales organization. Product manufacturing, packaging, product fulfillment and other operations is outsourced to experienced and reliable third parties through contracts monitored and controlled by PuraMed. PuraMed believes this structure reduces significantly the production costs and manufacturing time related to making the product commercially available.

Product Manufacturing Production and packaging of PuraMed products is 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 believes it has obtained professional and timely production, packaging and delivery for PuraMed products.

The Company outsources four main components of our production process to third-party vendors. The process begins with the sourcing of raw materials, manufacturing of the liquid-gel medicine, and testing and quality assurance of the product itself by Hillestad Pharmaceuticals (http://www.hillestadlabs.com/) in Woodruff, WI. Hillestad Pharmaceuticals is an FDA licensed prescription drug manufacturer.

13 -------------------------------------------------------------------------------- The Company sources all of our packaging needs from the box, box inserts, and 6-pack retail display trays to Proteus Packaging (http://proteuspackaging.com/about-proteus) in Franklin, WI.

The final packaging process is completed by the Unette Corporation (http://www.unette.com/index.html) in Randolph, NJ. This includes the filling of the 3-ml applicator with the liquid-gel medication, the packing of the retail boxes, and the packaging of the master cases.

The Company uses Great Lakes Fulfillment (http://glfulfillment.com) in Lewiston, MA for all of our eCommerce and retail distribution needs.

Clinical Trials Conducting clinical trials is a very important component the Company's marketing plan. With our goal to get medical professionals to review, endorse, and recommend our product, clinical evidence to support the products' claims is a prerequisite. The Company has and will continue to attend medical trade shows that attract medical professions such as doctors, nurses, and pharmacists to present the Company's clinical research regarding our LipiGesic® M migraine product.

We believe the outcome of our first clinical study was extremely favorable. After 2 hours, 64% of migraines treated with LipiGesic® M were reduced to mild or no pain. The study concludes that sublingual (under the tongue) feverfew/ginger appears safe and effective as a first-line abortive treatment for a population of migraineurs who frequently experience mild headache prior to the onset of moderate to severe headache. It appears to be well tolerated and has no known contraindications with other acute migraine treatments for migraine.

As a result of the success of our first clinical study the manuscript was accepted for publication in the July/August 2011 edition of the top ranked, peer reviewed, medical journal Headache, The Journal of Head and Face Pain. It has and is expected to continue to provide us with numerous marketing and promotion opportunities of our LipiGesic® M migraine product.

Our second clinical study that focuses specifically on children and adolescents is currently in process. There are an estimated 5 million migraine sufferers that find themselves in this demographic in the United States. Children and adolescents that suffer with migraines have limited treatment options as many of the traditional prescription remedies have adverse side effects and are not recommended for use with children and adolescents.

A large population study of LipiGesic® M is to be conducted in cooperation with the National Headache Foundation. The start date has yet to be determined.

Sales and Marketing PuraMed intends to concentrate its efforts on our initial product launch of LipiGesic ® M migraine headache relief product. After we have reached a level of sales that will sustain the product and additional product offerings we anticipate the launch of a second product. We plan to have all of the Company's additional product offerings follow the same three-phase process to market as LipiGesic® M: Phase One Rollout: Direct Response. PuraMed has utilized a 60 and 120-second Direct Response Television commercial to introduce our migraine product marketed under our LipiGesic® M brand name to the American consumer. 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. We plan to also employ website and toll-free telephone access in conjunction with our TV direct response campaigns. PuraMed began a nationwide direct response print campaign that started in Mid-September 2010. PuraMed has commenced and completed our Phase One Rollout on our migraine headache remedy.

Phase Two Rollout: Retail Drugstores. PuraMed is currently undergoing substantial activities in an attempt to gain broader retail distribution for LipiGesic® M through mainstream drug store chains, mass merchandisers, and food chains. We currently have retail distribution with two of the nation's largest retail chain drug stores, Walgreens and CVS. The Company is continuing our negotiations with other national retail chains in an effort to broaden our retail distribution. Due to PuraMed's management having extensive and good relationships with targeted retail outlets for PuraMed products, the Company believes it has the ability to place our products on the shelf in all our targeted retail outlets. The Company is in our final stages of our phase two rollout plan now that it has gained distribution with Walgreens and CVS. The Company is negotiating with a final national chain drug store before we begin our phase three rollout phase.

14 -------------------------------------------------------------------------------- Phase Three Rollout: Further Retail Outlets. After completing the phase two rollout for our migraine remedy, PuraMed plans to launch phase three which will consist of expanding the retail placement of our 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 plans to initiate a comprehensive and ongoing promotional campaign directed toward consumer groups it has identified from its product rollouts. The objective of our promotional campaign is to build consumer awareness and develop a consumer-based demand for LipiGesic® M throughout the United States. The scope of our brand building effort will span all of the following major advertising venues.

Trade Advertising - consisting of retail POS (point-of-sale) materials, coupon redemption program, in-store promotional video, trade magazines like Pharmacy Times, key primary care and medical journals, each 2012 quarterly issue of Headwise magazine that is published by the National Headache Foundation, and NACDS (National Association of Chain Drug Stores) Trade Shows. In addition, we plan to feature LipiGesic® M in several key primary care and medical journals.

Medical Conferences and Meetings - A key component of the marketing effort will be directed at educating medical professionals including physicians, pharmacists, nurse practitioners and physician assistants. Medical conferences attended by the Company this year include Diamond Headache Conference, American College of Physicians, National Conference of Nurse Practitioners, the AphA Pharmacy conference and others.

Medical Spokespersons - The Company currently utilizes four medical spokespersons to promote our LipiGesic® M product. They include 1) Dr. Roger Cady who is the founder of Headache Care Center, Clinvest and Primary Care Education Network; 2) Dr. Jerome Goldstein, who is a board certified medical neurologist with a special interest in the diagnosis, treatment, prevention and cure of headache; 3) Cathleen London, M.D., who is a board certified family medicine physician; and 4) Sherry Torkos, who is a holistic pharmacist, author and lecturer.

Consumer Advertising - Print ads have run in 28 markets across the United States. The testing of 10 and 60 second radio spots began in the first quarter of calendar year 2012. Television news appearances featuring prominent medical figures and celebrities explaining the results and advantages of LipiGesic® M have aired and will continue to be scheduled.

Product Sampling - The Company has developed a two-count, fold-over, sample pack sufficient to treat one migraine headache. The scope of the sampling extends to headache specialists, primary care practitioners, veterans, and interested consumers from our social marketing and eCommerce efforts.

Special Programs - Returning Veterans - Honor Our Troops. War veterans returning from active duty in war zone are experiencing migraines at an alarming rate. One study indicates that soldiers were shown to have two to four times the incidence rate of migraine as compared to the general population. In response to this the Company has been and continues to provide veterans and members of the armed forces with a free sample of LipiGesic® M. LipiGesic® M is among the top four items requested in the America Cares Project care packages that are delivered by Honor Our Troops to US military personnel serving in Afghanistan.

Business-to-Business Initiative - American businesses lose millions of dollars each year, due to migraines, which lead to employee absenteeism or diminished performance. The Company is initiating a business to business program to show other companies that adding a supply of single-treatment packs of LipiGesic® M to their company first aid kits can save them money by decreasing lost production hours.

Web Presence and Social Marketing - The Company currently maintains a corporate website at www.puramedbioscience.com and a product website at www.lipigesic.com. Our product website has gone through a substantial renovation and includes a blog, sampling program, promotional media and testimonial page.

15 -------------------------------------------------------------------------------- An email campaign promoting our LipiGesic® M migraine product to 1 million "opt-in" consumers who suffer with migraine headaches was implemented in the third quarter of calendar year 2012.

The Company also began an active social marketing campaign utilizing Facebook and Twitter that started in the first quarter of calendar year 2012. In addition to providing product information, this program is designed as a tool to direct consumers to retail locations and special promotions.

Public Relations - The Company has hired Media Relations, Inc. as its public relations firm, specializing in promoting OTC drugs and supplements in the United States. They will also be responsible for our TV, radio and public relations effort in addition to other specialized activities.

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.

On January 2, 2013 the United States Patent Office granted a patent allowance for the PuraMed BioScience patent application number 12/144,391 entitled "Compositions and Methods for Treating and Preventing Migrainous Headaches and Associated Symptoms". This non-provisional patent was applied for on June 23, 2008 and will provide patent protection until June 23, 2028. We believe the granting of the patent for our lead product LipiGesic M is a major milestone achievement and adds considerable value to the intellectual property portfolio of the Company. We believe this patent allowance also gives further evidence of the Company's ability to create and develop unique products that are useful for helping millions of people suffering from difficult medical conditions.

Competition The non-prescription healthcare market in which PuraMed is engaged is intensely competitive and PuraMed 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.

Employees and Facilities As of February 1, 2013, PuraMed has four employees including its three executive officers, and an office manager. PuraMed anticipates hiring one or more experienced marketing personnel to support the upcoming commercial launches of its initial products.

Results of Operations Revenues Revenues consist of wholesale and website sales of the LipiGesic® M migraine product. The wholesale revenue has been to two of the largest chain drugstores in the United States.

16 -------------------------------------------------------------------------------- Cost of Sales Cost of sales consists of merchant fees, 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 assets and amortization of our LipiGesic® trademark and intellectual property received during our spin-off from our parent company in April 2007.

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

Professional fees consist of audit, legal, transfer agent, consulting, commission and directors fees.

Salaries include payments to our office manager and corporate controller.

Officers' salaries include payroll to our Chief Executive Officer, Chief Operating Officer and our Chief Financial Officer.

Other Income Expense Other Income Expense consists of interest expense and gain/loss on derivative liability.

Comparison of Operations for Three Months Ended December 31, 2012 and 2011 Revenue Revenue for the three months ended December 31, 2012 was $0 compared to $608,676 for the three months ended December 31, 2011. The revenue decreased due to a reduction in retail orders and additional monthly retail service charges to maintain our presence on the shelves of the two national drugstore chains where we have distribution.

Cost of Sales Cost of sales for the three months ended December 31, 2012 was $15,024, compared to $118,095 for the three months ended December 31, 2011. The cost of sales decreased due to the reduction in orders during this quarter.

Gross profit The gross profit for the three months ended December 31, 2012 was a negative $15,024, compared to $490,581 for the three months ended December 31, 2011. The decrease in gross profit is due to the reduction in retail orders during this quarter.

Selling, General and Administrative Expenses Selling, general and administrative expenses were $50,557 and $43,287 for the three months ended December 31, 2012 and 2011, respectively. The increase is primarily attributed to the increase in cost of the product liability insurance policy required by the retailers that stock our product.

17 -------------------------------------------------------------------------------- Amortization and Depreciation Amortization and depreciation expenses for the three months ended December 31, 2012 and 2011 were similar at $12,975 compared to $12,775.

Professional Fees Professional fees for the three months ended December 31, 2012 were $110,165 compared to $125,146 for the three months ended December 31, 2011. The decrease was attributed to the reduction in consulting fees paid to our retail brokers to support the Company's product entry into retail chain drugstores.

Marketing and Advertising Expense Marketing and advertising expense for the three months ended December 31, 2012 was $68,827 compared to $164,945 for the three months ended December 31, 2011. The decrease in the expenses was two-fold: there was a reduction in the marketing and advertising expenditures along with a reduction in the expenditures to finance equity funding.

Salaries Salaries for the three months ended December 31, 2012 were $7,040 compared to $18,535 for the three months ended December 31, 2011, which is attributed to the moving of the corporate controller's wages from salaries to officer salaries as the Controller was promoted to Chief Financial Officer for the current period.

Officers' Salaries Officers' salaries for the three months ended December 31, 2012 and 2011 were $90,462 and $108,000, respectively. The increase in salaries is attributed to the inclusion of warrants given to the Chief Executive Officer Russell Mitchell.

Interest Expense Interest expense for the three months ended December 31, 2012 and 2011 was $146,316 and $120,829, respectively. The increase in the expense is attributed to the amortization of debt discounts for notes used to finance the Company.

Gain on Derivative Liability The gain on derivative liability for the three months ended December 31, 2012 and 2011 was $182,062 and $167,310, respectively. The gain on derivative liability is the difference in value using the lattice model for the warrants between the date issued and the quarter ended December 31, 2012 and 2011.

Net Loss Net loss for the three months ended December 31, 2012 was $319,360 compared to net income of $63,955 for the three months ended December 31, 2011. The increase in the loss for 2012 was due to decreased sales, and the cost associated with new distribution related to two of the nation's largest retail drugstore chains which accounted for an increase in advertising, liability insurance and legal expenses to support that distribution.

Comparison of Operations for Six Months Ended December 31, 2012 and 2011 Revenue Revenue for the six months ended December 31, 2012 was $27,534 compared to $613,931 for the six months ended December 31, 2011. The revenue decreased due to a reduction in retail orders and additional retail service charges to maintain our presence on the shelves of the two national drugstore chains where we have distribution.

18 -------------------------------------------------------------------------------- Cost of Sales Cost of sales for the six months ended December 31, 2012 was $28,067, compared to $121,311 for the six months ended December 31, 2011. The cost of sales decreased due to raw material costs, production and freight costs for the reduction in retail orders to two drugstore chains.

Gross profit The gross profit for the six months ended December 31, 2012 was a negative $533, compared to $492,620 for the six months ended December 31, 2011. The decrease in gross profit is due to decreasing retail orders and additional retail service charges to maintain our presence on the shelves of two drugstore chains.

Selling, General and Administrative Expenses Selling, general and administrative expenses were $106,108 and $66,584 for the six months ended December 31, 2012 and 2011, respectively. The increase is primarily attributed to the increase in cost of the product liability insurance policy required by the new retailers of our product.

Amortization and Depreciation Amortization and depreciation expenses for the six months ended December 31, 2012 and 2011 were similar at $25,951 compared to $25,494.

Professional Fees Professional fees for the six months ended December 31, 2012 were $270,494 compared to $158,988 for the six months ended December 31, 2011. The increase was attributed to additional legal and consulting fees paid to support the Company's product entry into retail chain drugstores.

Marketing and Advertising Expense Marketing and advertising expense for the six months ended December 31, 2012 was $316,338 compared to $268,647 for the six months ended December 31, 2011. The increase in the expenses was two-fold: there was an increase in the marketing and advertising campaign necessary to support our products at the two national drugstore chains where we have distribution and an increase in the expenditures to finance equity funding. These increases occurred primarily during the first three months of our fiscal year.

Research and Development Expenses Research and development expenses for the six months ended December 31, 2012 were $14,656 compared to $2,247 for the six months ended December 31, 2011. The current expense is higher due to the cost of the second clinical study.

Salaries Salaries for the six months ended December 31, 2012 were $14,300 compared to $36,803 for the six months ended December 31, 2011, which is attributed to the moving of the corporate controller's wages from salaries to officer salaries as the Controller was promoted to Chief Financial Officer for the current period.

19 -------------------------------------------------------------------------------- Officers' Salaries Officers' salaries for the six months ended December 31, 2012 and 2011 were $167,820 and $156,000, respectively. The increase in salaries is attributed to the increase in salary for the Chief Executive Officer Russell Mitchell and the inclusion of the Chief Financial Officer's salary.

Interest Expense Interest expense for the six months ended December 31, 2012 and 2011 was $295,649 and $237,874, respectively. The increase in the expense is attributed to the amortization of debt discounts for notes used to finance the Company.

Gain on Derivative Liability The gain on derivative liability is the difference in value using the lattice model for the warrants between the date issued and the six months ended December 31, 2012 and 2011. The gain on derivative liability for the six months ended December 31, 2012 and 2011 was $111,825 and $98,095, respectively.

Net Loss Net loss for the six months ended December 31, 2012 was $1,100,024 compared to a net loss of $362,224 for the six months ended December 31, 2011. The increase in the loss for 2012 was due to decreased sales and the cost associated with new distribution costs related to two of the nation's largest retail drugstore chains which accounted for an increase in advertising, liability insurance and legal expenses to support that distribution.

Financial Condition, Liquidity and Capital Resources As of December 31, 2012, the Company had cash of $4,007 and negative working capital of $1,785,062.

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. We believe revenue received from the successful roll-out of our product at national retail drug stores will now play an increased role in our capital needs. There is no assurance, however, that we will be successful in obtaining adequate levels of revenue or in raising the necessary capital to implement our business plan, either through debt or equity sources.

Business Strategy PuraMed's business strategy going forward is to continue the advertising and promotion of its flagship migraine product LipiGesic® M in order to drive sales at our retail drug chain partners and to generate revenue. 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. is expected to be very lucrative as a component in our overall marketing strategy. Our second clinical study that focuses specifically on children and adolescents is currently in process. There are an estimated 5 million migraine sufferers that find themselves in this demographic in the United States. Children and adolescents that suffer with migraines have limited treatment options as many of the traditional prescription remedies have adverse side effects and are not recommended for use with children and adolescents. A successful outcome of this clinical trial will provide an opportunity to treat children and adolescents.

20 -------------------------------------------------------------------------------- Commercialize PuraMed Products - PuraMed's primary focus for the remainder of calendar year 2013 will be to gain distribution with one or more additional 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 Company's 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. These funds will be spent as follows: Sales and marketing expenses $ 2,000,000 Purchase of product inventory, packaging and raw materials 600,000 Research and development activities 100,000 General 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 our Annual Report on Form 10-K for the year ended June 30, 2013, filed with the SEC on October 12, 2012. 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 Bioscience® 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 and $37,614 for fiscal years ending June 30, 2013 and 2014, respectively.

Impairment - Whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable, we conduct an impairment analysis 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 December 31, 2012.

21 -------------------------------------------------------------------------------- Stock-Based Compensation - We have issued stock-based compensation to our employees, contractors, consultants or others providing goods and services to us. The fair market value of any stock-based compensation 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 option-pricing model.

Derivative financial instruments - warrants - In accordance with guidance in Accounting Standards Codification (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 a binomial option-pricing model.

Derivative financial instruments - conversion options - In accordance with guidance in ASC 815-15, the Company has determined the conversion options of certain short-term convertible notes require classification as derivative liabilities. 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. Their fair value was estimated using a binomial option-pricing model.

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