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

FORM 10-Q

(Mark One)

[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________to _______________

Commission file number 000-52885

PURE PHARMACEUTICALS CORPORATION
(Exact name of Registrant as Specified in Its Charter)

(315) 849-2822
(Registrant’s Telephone Number, Including Area Code)

________________
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [x] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the exchange Act. (Check One)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

12,600,000 shares of common stock, par value $0.001 per share

*Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

PART 1
FINANCIAL INFORMATION

Item 1.                Financial Statements.

Subsequent events (Note 4)

– See Accompanying Notes –

– See Accompanying Notes –

- See Accompanying Notes -

Forward Looking Statements

In addition to historical information, the following discussion and other parts of this document may contain forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue," the negative of such terms or other comparable terminology. These statements are only predictions. The events described in forward looking statements we make in this Form 10-Q may not occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties risks and other influences, many of which are beyond our control that may influence the accuracy of the statements and the projections upon which the statements are based. Moreover, neither we nor any other person assume responsibility for the accuracy and completeness of the forward-looking statements. Except as may be required by law, we undertake no obligation to publicly update any of the forward-looking statements after the date of this report to conform such statements to actual results or to changes in our expectations.

Actual results could differ materially from those anticipated by such forward-looking statements. The following discussion should be read in conjunction with the financial statements as well as other financial information appearing elsewhere in this document. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business.

Our Business

The Company was formed in order to seek business opportunities in the area of expertise of the Company's principal stockholder, Mr. Roger Gordon, being biological and/or medical products for animal use. The Company principally operated in the field of generic animal health and nutrition products, specifically medicated feed additives (MFAs). MFAs are used preventively and therapeutically in animal feed to prevent disease and foster growth in livestock. In North America, 90% of all feed to animals contain MFAs, but has been on the decrease in the last five years. Our intended customers operate in the poultry, swine and cattle markets. The Company has historically focused its efforts on generic MFAs, as they have come off patent, therefore making them more economical to register with requisite regulators in the United States and Canada, with a view to bringing the products to market.

The Company ceased to market an under licensed related-party owned MFA, Oxytetracycline, and is continuing its discussions with 7167415 Canada Inc. (“7167415”) in connection with a share exchange pursuant to which control of the Company may be sold to the shareholders of 7167415. As market dynamics have undergone significant systemic changes over the past four years with the emergence of avian flu and the attendant fall in poultry consumption worldwide, management realized the identification process for new MFAs cannot be done with the limited resources of the Company. Furthermore, with the prices of feed, particularly maize, at record high prices, out intended customers have been hesitant to add to their expenses.

The Company's activities to date have been primarily organizational in nature and as a result the Company must be considered to be in its developmental stage. The Company relies solely on the efforts of its management and director and has no employees, owns few business assets, technology or real estate and since inception has been primarily involved in developing and refining its business plan, preliminarily identifying generic MFAs for registration, raising initial capital, and looking for other potential shareholder maximizing corporate actions.

Management previously determined to refocus, assess and identify alternative business strategies due to prolonged high prices of maize and other inputs and other general systemic economic conditions affecting the business of the Company.

Recent Developments

The Company has booked no sales for this period and had received $61,389 donated capital from an outside third party during the nine month period ended June 30, 2010. As a result of the prolonged high prices of inputs and other general conditions affecting the business of the Company, management determined, earlier in its fiscal year, to refocus, assess and identify alternative business strategies. In July 2008, the Company was quoted on the OTC Bulletin Board under the symbol “PPMA”. On June 14, 2010, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with the shareholders of 7167415 Canada Inc (“7167415”). Pursuant to the Share Exchange Agreement, as of the date, all of the outstanding shares of 7167415 will acquired by the Company, with 71674105 continuing as a wholly-owned subsidiary of the Company (the “Share Exchange ”). In connection with the Share Exchange, the Company will acquire 100% of the outstanding capital stock of 7167415 and the stockholders of 7167415 will receive preferred shares of a subsidiary of the Company exchangeable into 7,500,000 shares of the Company’s common stock.

As a result of the Share Exchange, the stockholders of 7167415 will control approximately 98% of the Company’s outstanding common stock, holding 7,350,000 of the 7,500,000 outstanding shares (after giving effect to a 84 for one reverse stock split).

In addition, pursuant to the Share Exchange Agreement, Roger Gordon will submit his resignation as an officer and director of the Company and Charlie Lee as Secretary and Principal Financial Officer of the Company, and Nicolas Matossian, Charles Buisson and Andrew Gertler will be appointed to serve as members of the board of directors of the Company, all of which will be effective following the expiration of the ten day period following the mailing of the information statement required by Rule 14f-1 under the Exchange Act. Upon the consummation of the Share Exchange, Roger Gordon will resign as President and Chief Executive Officer, Nicolas Matossian will be appointed to serve as Chief Executive Officer, President and Chief Financial Officer of the Company, and Joseph P. Galda will be elected Corporate Secretary.

In addition, at a Special Meeting of Shareholders held on June 23, 2010, the stockholders of the Company approved an amendment to the Company’s Articles of Incorporation to effect a reverse stock split of 84 to 1, without changing the authorized capital thereof and an amendment to the Company’s Articles of Incorporation to change the name of the Company to “Pure Minerals, Inc.”

Although the date specified in the Share Exchange Agreement for the Closing of the Share Exchange has passed, the parties are working together to complete the Closing. The aforementioned amendment to the Certificate of Incorporation will be filed immediately prior to the Closing, which should be completed within the week following the filing of this Quarterly Report.

Results of Operations

Results of Operations for the Period ended June 30, 2010

The Company did not earn any revenues in the previous three months ended June 30, 2010. We incurred operating expenses in the amount of $8,609 and $40,785 for the three and nine months ended June 30, 2010. Our net loss for the three and nine months ended June 30, 2010 was $8,609 and $40,785 as compared to net loss of $3,484 and $12,763 for the three and nine months ended June 30, 2009. As at June 30, 2010 we had cash of $16,182. The Company’s losses stem from the payment of professional fees.

The Company ceased its sales and marketing of the Company’s Oxytetracyline as well as the process of the Company pursuing opportunities in the generic MFAs areas. As stated in the prior quarter, the Company will not be importing further Oxytetracyline from the People’s Republic of China which is idleling production until the overall economic situation improves; and our factory suppliers have remained dormant and have not provided an ETA as to when production would resume. Due to acute fluctuations in the price of key ingredients; corn and soybeans; the ability for producers to manage price pressure is severely challenged. Corn prices see-sawed and surged 3 to-5 fold in the last 24 months to $750 USD per bushel mid 2008. Since its high, the price has continued its volatility and as an example from June 1^st to December 31^th 2009 prices swung 22% in 30 days from $425 USD per bushel to $350 USD per bushel. Farmers and buyers are taking a wait and see approach and farmers in particular are not selling their crops and trying to time the market. Management and analysts believe the competition for corn, once viewed as a commodity and now viewed as a matter of national security for countries, is here to stay. Though prices have dropped in the first six months of 2009, the price is still double that of three years ago in January 2006, and have trended upwards in the last half of 2009 The use of corn for the production of ethanol and the agricultural polices of leading petroleum usage countries continue to exert price and demand pressures on the market¹. Also confounding the problem is worldwide health concerns and reaction to animal borne disease transmission to humans.

Due to the prolonged uncertainty and relative high historic prices of inputs, this upward cycle has lasted for 3 years, and general economic conditions which are affecting the business of the company; management has determined to refocus, assess, and identify alternative business strategies.

Our cash reserves of $16,182 as at June 30, 2010 are not sufficient to meet our funding needs beyond the short-term. To this effect, the Company will need to seek additional funding in the near future. In connection with the Share Exchange with 7167415 we anticipate access to additional funding to support its exploration plan. We anticipate that any additional funding will be in the form of equity and debt financing from the sale of our common stock and/or loans (interest or convertible). There can be no assurance that we will be able to raise sufficient funding from the sale of our common stock or through director loans to meet our funding needs after the next nine months.

The Independent Auditor's Report to our audited financial statements for the period ended September 30, 2009 indicated that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report include that we need to generate profitable operations and are in need of obtaining adequate financing. For these and other related reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the small business issuer's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Not applicable.

Evaluation of Disclosure Controls and Procedures. The Company's Management under the supervision and with the participation of the Principal Executive Officer and the Principal Financial Officer are responsible for establishing and maintaining "disclosure controls and procedures" (as defined in the Exchange Act) for the Company. Based on their evaluation of the Company's disclosure controls and procedures as of June 30, 2010 the Company's Management has concluded that the Company's disclosure controls and procedures were effective to ensure that the information required to be disclosed by the Company under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the Exchange Act and accumulated and communicated to the Company's Management, including the Principal Executive Officer and the Principal Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting. During the fiscal quarter ending June 30, 2010, there were no changes in the Company's internal control over financial reporting 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.

Limitations on the Effectiveness of Controls. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the Principal Executive Officer and the Principal Financial Officer have concluded that these controls and procedures are effective at the "reasonable assurance" level.

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the director; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

As required by Rule 13a-15 and 15d-15 under the Securities and Exchange Act of 1934, Management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2010. Based on this assessment, the Company's management has concluded that the Company maintained effective internal control over financial reporting as of June 30, 2010, the end of the period covered by this quarterly report.

This quarterly report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission ("SEC") that permit the Company to provide only management's report in this quarterly report.

Changes in Internal Control over Financial Reporting. Management has evaluated whether any changes in our internal control over financial reporting that occurred during our last fiscal quarter have materially effected, or reasonably likely to materially effect our internal control over financial reporting. Based on the evaluation we conducted, management has concluded that during the fiscal quarter ending June 30, 2010, there were no changes in the Company's internal control over financial reporting 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. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives, and the Principal Executive Officer and the Principal Financial Officer have concluded that these controls and procedures are effective at the "reasonable assurance" level.

PART II – OTHER INFORMATION

We are not currently a party to any legal proceedings.

Not applicable.

None.

None.

The following matters were approved by the shareholders of the Company at a Special Meeting of Shareholders held on June 23, 2010:

Each of these items were approved by a vote of 6,500,000, or approximately 52% in favor, and none opposed with no abstentions. The Articles of Amendment to effect these changes will be filed immediately prior to the closing of the Share Exchange with 7167415.

None.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.