BitFrontier Capital (BFCH) 10-Q 2008 Q3 Quarterly report

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

Form 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2008

or

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to ___________________

Commission File Number333-142019

PURIO INC.
(Exact name of registrant as specified in its charter)

Nevada	98-05255034
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
1048 1685 H Street, Blaine, Washington USA	98230
(Address of principal executive offices)	(Zip Code)

866.698.0146
(Registrant’s telephone number, including area code)

N/A
(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.[X] YES [ ] NO

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

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]	(Do not check if a smaller reporting company)	Smaller reporting company [X]

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

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after 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. 55,234,603 common shares issued and outstanding as of November 10, 2008

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

These financial statements have been prepared by Purio Inc. without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with such SEC rules and regulations. In the opinion of management, the accompanying statements contain all adjustments necessary to present fairly the financial position of our company as of September 30, 2008, and our results of operations, and our cash flows for the nine month period ended September 30, 2008. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto filed as a part of our company’s Form 10-KSB.

PURIO INC.

(A Development Stage Company)

CONSOLIDATED BALANCE SHEET

		September 30,			December 31,
		2008			2007
		(Unaudited)			(Restated)
ASSETS
Current Assets
Cash and cash equivalents	$	35,739		$	219,492
Prepaid Expenses		11,088			771
Inventory		11,006			-
Total Current Assets		57,833			220,263
Property and Equipment
Fixed Assets, net		43,436			14,353
Other Assets
Patents		119,995			119,995
Total Other Assets		119,995			119,995
TOTAL ASSETS	$	221,264		$	354,611
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
Accounts Payable		4,693			20,605
Deposits		245,410			45,455
Subscriptions Received		-			12,150
Loans from Officer		17,258			17,258
Total Current Liabilities		267,361			95,468
Stockholders' Equity (Deficiency)
Common Stock, no par value; stated value $0.001, authorized
75,000,000 shares; issued and outstanding
55,234,603 shares as at September 30, 2008
55,000,000 shares as at December 31, 2007		55,235			55,000
Additional Paid-In Capital		933,365			962,593
Deficit accumulated during the development stage		(1,034,697	)		(758,450	)
TOTAL STOCKHOLDERS' EQUITY (DEFICIENCY)		(46,097	)		259,143
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)	$	221,264		$	354,611

PURIO INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)

														For the Period
		For the			For the			For the			For the			of Inception
		3 months			3 months			9 months			9 months			from Nov. 16,
		ended			ended			ended			ended			1999, through
		Sep. 30,			Sep. 30,			Sep. 30,			Sep. 30,			Sep. 30,
		2008			2007			2008			2007			2008
Revenue
Sales revenue	$	-		$	-		$	-		$	-		$	-
Other revenue		-			-			-			-			1,719
Total Revenue		-			-			-			-			1,719
General and Administrative Expenses:
Professional Fees		17,864			203,541			71,254			203,541			346,521
Exploration Costs and Expenses														22,219
Occupancy Costs		7,700			-			13,244			-			13,244
Consulting		1,185			372,981			41,293			372,981			404,271
Depreciation		2,266			3,356			3,273			3,356			29,197
Impairment of mineral property rights		-			-			-			-			3,600
Stock Transfer Fees		-			-			2,033			-			4,987
Administration		32369			-			32,369			-			42,227
Other General and Administrative		114081			-			133,772			-			114,081
Expenses					19,153						19,153			82,729
Total General and Administrative
Expenses		175,465			599,031			297,238			599,031			1,063,076
Net Operating Loss		(175,465	)		(599,031	)		(297,238	)		(599,031	)		(1,061,357	)
Other Comprehensive Income
Currency translation adjustment		164			-			20,702			-			26,639
Interest Income		21			-			289			-			21
		185			-			20,991			-			26,660
Comprehensive Loss		(175,280	)		(599,031	)		(276,247	)		(599,031	)		(1,034,697	)
Loss Per Common Share,
basic and diluted	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Weighted Average Shares Outstanding,
Basic and Diluted:		55,234,603			55,000,000			55,196,930			55,000,000

PURIO INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

														For the Period
		For the			For the			For the			For the			of Inception
		3 months			3 months			9 months			9 months			Nov. 16,
		ended			ended			ended			ended			1999 through
		Sep. 30,			Sep. 30,			Sep. 30,			Sep. 30,			Sep. 30,
		2008			2007			2008			2007			2008
Cash flows from operating activities:
Net Operating Income (Loss)	$	(175,465	)	$	(599,031	)	$	(297,238	)	$	(599,031	)	$	(1,061,357	)
Adjustments to reconcile net loss to
net cash used by operating activities:
Non-cash depreciation		2,266			3,356			3,273			3,356			26,931
Decrease in Subscriptions Received					(58,500	)					(58,500	)
Change in operating assets and liabilities:
Accounts Payable		2,458						(15,912	)					4,693
Increase in Deposits held		100,000			45,455			199,955			45,455			245,410
Prepaid Expenses								(10,317	)					(11,088	)
Increase in Inventory		(11,006	)					(11,006	)					(11,006	)
Net cash (used by) operating activities		(81,747	)		(608,720	)		(131,245	)		(608,720	)		(806,417	)
Cash flows from investing activities:
Acquisition of patent					(9,995	)					(9,995	)		(119,995	)
Acquisition of equipment		(11,467	)		(5,753	)		(17,931	)		(5,753	)		(43,454	)
Acquisition of water vessels		(4,200	)					(14,425	)					(14,424	)
Acquisition of furniture and Fixtures														(1,483	)
Acquisition of equipment for leases														(11,006	)
Net cash (used by) investing activities		(15,667	)		(15,748	)		(32,356	)		(15,748	)		(190,362	)
Cash flows from financing activities:
Common stock issued for cash					564,768						564,768			564,768
Bank advance		(25,000	)		(49	)					(49	)
Proceeds from Note Payable		(64,955	)
Proceeds from officer's loan														17,258
Other contributed capital		(48,827	)					(29,228	)					49,853
Non cash issue of stock					373,744			235			373,744			373,979
Reclassification of subscriptions					(148,054	)		(12,150	)		(148,054	)
Net cash (used by) provided by
financing activities		(138,782	)		790,409			(41,143	)		790,409			1,005,858
Effect of exchange rates on cash		185			-			20,991			-			26,660
Net increase (decrease) in cash		(236,011	)		165,941			(183,753	)		165,941			35,739
Cash, beginning of the period		271,750			-			219,492			-			-
Cash, end of the period	$	35,739		$	165,941		$	35,739		$	165,941		$	35,739
Supplemental cash flow disclosure:
Interest paid	$	-		$	-		$	-		$	-		$	-
Taxes paid	$	-		$	-		$	-		$	-		$	-

PURIO INC.

(A Development Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited)

										Accumulated
										Deficit			Total
	Common Stock						Additional			during the			Shareholders'
	Number of						Paid-In			Development			Equity
	Shares			Par Value			Capital			Stage			(Deficit)
Dec 31, 2007	55,000,000		$	55,000		$	962,593		$	(758,450	)	$	259,143
Feb 13, 2008	27,734,603			27,735			(27,735	)
Feb 13, 2008	(27,500,000	)		(27,500	)		27,500
Merger adjustments							(28,993	)					(28,993	)
Net Loss, nine months ended Sep. 30, 2008										(276,247	)		(276,247	)
Balances, September 30, 2008	55,234,603			55,235			933,365			(1,034,697	)		(46,097	)

PURIO INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

AS OF SEPTEMBER 30, 2008

(Expressed in US Dollars)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND

(A) Organization

Purio Inc. (f/k/a AOM Minerals Ltd.) (a development stage company) (the “Company”) was incorporated under the laws of the State of Nevada on June 3, 2005. The Company initially was an exploration stage company with an objective of acquiring, exploring and if warranted and feasible, developing natural resource properties. Activities during this stage included developing the business plan and raising capital.

Effective December 5, 2007, the Company changed its name to “Purio Inc.” and entered into a share exchange agreement with Purio Environmental Water Source, Inc. (“Purio Environmental”), a private Nevada corporation, and the shareholders of Purio. Pursuant to the share exchange agreement, the company issued 27,734,603 shares of its common stock in return for all outstanding shares of Purio Environmental.

Purio Environmental was incorporated under the laws of the State of Nevada and its principal offices are located at 1048 1685 H Street, Blaine, Washington, USA. Purio owns proprietary water clarification technology suitable to a broad number of applications including the clarification of surface water, industrial process water and sewage. The Company is marketing this technology initially for industrial and commercial applications to reclaim water and reduce the need for fresh water in such applications.

The consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America and include the following significant accounting policies:

(B) Principles of Consolidation

The consolidated financial statements include the accounts of Purio Inc. and Purio Environmental Water Source Inc., a wholly owned subsidiary. Significant inter-company transactions have been eliminated.

(C) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

(D) Cash and Cash Equivalents

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

(E) Long-Lived Assets

The Company accounts for long-lived assets under the Statements of Financial Accounting Standards Nos. 142 and 144 “Accounting for Goodwill and Other Intangible Assets” and “Accounting for Impairment or Disposal of Long-Lived Assets” (“SFAS No. 142 and 144”). In accordance with SFAS No. 142 and 144, long-lived assets, goodwill and certain identifiable intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset August not be recoverable. For purposes of evaluating the recoverability of long-lived assets, goodwill and intangible assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets. Impairment of experimental water clarification equipment is calculated based on its estimated useful life.

(F) Income Taxes

The Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company generated deferred tax credits through net operating loss carryforwards. However, a valuation allowance of 100% has been established, as the realization of the deferred tax credits is not reasonably certain, based on going concern considerations outlined below.

(G) Loss Per Share

Statement of Financial Accounting Standards No. 128 “Earnings Per Share” requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) is similarly calculated using the treasury stock. At September 30, 2008, there were no potentially dilutive securities.

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the nine months ended September 30,

		2008			2007
Numerator:
Basic and diluted net loss per share:
Net Loss	$	(276,247	)	$	(599,031	)
Denominator
Basic and diluted weighted average
number of shares outstanding		55,196,930			55,000,000
Basic and Diluted Net Loss Per Share	$	(0.01	)	$	(0.01	)

(H) Patent

The patent is United States Patent 5904855 granted May 18, 1999 for a “Closed Chemically Advanced Treatment System”. The invention described in the patent is used by the Company in the water purification equipment which is under development. The patent is not in use to protect marketed products and is therefore not amortized. There has been no change in circumstances that would warrant impairment per an evaluation under SFAS 121.

(I) Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115 ”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “ Accounting for Certain Investments in Debt and Equity Securities ” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”.The adoption of this statement is not expected to have a material effect on the Company's financial statements.

In December 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51 ”. This statement improves the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards that require; the ownership interests in subsidiaries held by parties other than the parent and the amount of consolidated net income attributable to the parent and to the noncontrolling interest be clearly identified and presented on the face of the consolidated statement of income, changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary be accounted for consistently, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary be initially measured at fair value, entities provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 affects those entities that have an outstanding noncontrolling interest in one or more subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Early adoption is prohibited. The adoption of this statement is not expected to have a material effect on the Company's financial statements. These recent accounting pronouncements have no current applicability to the Company and have no effect on the financial statements.

(J) Foreign Currency Translation

In accordance with SFAS 52 "Foreign Currency Translation", the Company has determined that its functional currency is the United States Dollar. The Company recorded a consolidated comprehensive gain of $20,991 in the nine months ended September 30, 2008 from the translation of transactions

through a Canadian bank. Exchange differences are accumulated as a component of accumulated other comprehensive gain.

(K) Comprehensive Income (Loss)

Comprehensive income or loss encompasses net income or loss and “other comprehensive income or loss”, which includes all other non-owner transactions and events that change shareholders’ equity/deficiency. The Company’s other comprehensive gain reflects the effect of foreign currency translation adjustments on the translation of the financial statements from the functional currency of Canadian dollars into the reporting currency of U.S. dollars.

(L) Fair Value of Financial Instruments

The carrying amounts on the Company’s financial instruments including accounts payable approximate fair value due to the relatively short period to maturity for this instrument

(M) Acquisition of Mineral Property

On March 31, 2006, the Company entered into an agreement for an option to acquire a 100% interest in The August Property in the Kettle River Region of British Columbia, Canada for a purchase price of $3,600. The property consists of 2 mineral claims known as the Kenrick #1 and Hard To Beat Claims.

In August 2006, a geological survey on the property was completed, geological report filed, and exploration program recommended.

Because the company has not yet established the viability of the property, the mineral rights were impaired 100% as of March 31, 2008.

(N) Stockholder’s Equity

On February 28, 2006, the Company issued 27,500,000 shares of common stock to its founders for cash of $5,500 ($0.0002 per share).

On February 28, 2006, the Company issued 27,500,000 shares of common stock to its founders for cash of $5,500 ($0.0002 per share).

On October 29, 2007 a 1: 5 forward stock split was effected of the company to become its subsidiary, Purio Environmental Water Source, Inc.

On December 7, 2007, the Company entered into a share exchange agreement with Purio Environmental Water Source, Inc. (“Purio Environmental”), a private Nevada corporation, and the shareholders of Purio. Pursuant to the terms of the share exchange agreement, the Company agreed to acquire all of the issued and outstanding shares of Purio Environmental’s common stock in exchange for 27,500,000 shares of the Company.

On February 11, 2008, the share exchange agreement was amended. On February 13, 008, pursuant to the terms of the amendment, the Company acquired all of the issued and outstanding shares of Purio Environmental ’s common stock in exchange for the Company’s issuance of 27,734,603 shares to the shareholders of Purio. The transaction was accounted for as a purchase, with Purio Inc. being the accounting acquirer for accounting purposes.

On February 13, 2008 27,500,000 shares of founders stock was surrendered to the treasury of the Company and the shares retired.

At September 30, 2008 the Company is authorized to issue 375,000,000 shares, of which there are 55,234,603 shares issued and outstanding.

NOTE 5 GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage with no operations, and from inception has a consolidated net loss of $1,034,697, and a negative cash flow from operations of $806,417. The Company has negative consolidated working capital of $209,528 and current stockholders’ deficit of $46,097 as at September 30, 2008. There is substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

NOTE 6 LITIGATION

There are no significant legal proceedings against the Company with respect to matters arising in the ordinary course of business.

NOTE 8–RESTATEMENT

Balance Sheet.

Officer loan was reclassified from Other Liabilities to Current Liabilities in the restated balance sheet, since the obligation is payable on demand. The reclassification had no effect on net equity, or net income.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains 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", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. 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. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "CDN$" refer to Canadian dollars and all references to "common shares" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", "our company" and “Purio” mean Purio Inc. and our subsidiary Purio Environmental Water Source Inc.

General Overview

We were incorporated pursuant to the laws of the State of Nevada on June 3, 2005 under the name AOM Minerals Ltd. Our principal office is located at 1048 1685 H Street, Blaine, Washington, USA 98320. Effective October 29, 2007, we effected a five (5) for one (1) forward stock split of our authorized, issued and outstanding common. The forward stock became effect on the OTC Bulletin Board at the open for business on November 2, 2007.

Following our incorporation, we engaged in the acquisition and exploration of mineral properties with a view to exploiting any mineral deposits we discovered.

We were not financially successful in implementing our business plan as a mineral property exploration company and were not able to generate any revenue. As management of our company investigated opportunities and challenges in the business of being a mineral property exploration company, management realized that the business did not present the best opportunity for our company to realize value for our shareholders. Accordingly, we abandoned our previous business plan and focused on the identification of suitable businesses with which to enter into a business opportunity or business combination, which ultimately led to the transaction with Purio.

On December 7, 2007, we entered into a share exchange agreement with Purio Environmental Water Source, Inc. (“Purio”), a private Nevada corporation. Pursuant to the terms of the share exchange agreement, we agreed to acquire all of the issued and outstanding shares of Purio’s common stock in exchange for the issuance by our company of 27,500,000 shares of our common stock to the shareholders of Purio.

On February 11, 2008, we entered into an amended and restated share exchange agreement with Purio and the shareholders of Purio, and the agreement was amended slightly to alter some closing conditions on February 13, 2008. The amended agreement amends and restates the share exchange agreement dated December 7, 2007 in its

4

entirety except for Schedule 2A, Schedule 2B and Schedule 3 which were previously executed by the shareholders of Purio. Pursuant to the amended agreement, we agreed to acquire all of the issued and outstanding shares of Purio’s common stock in exchange for the issuance by our company of approximately 27,734,603 shares of our common stock to the shareholders of Purio.

As of the closing date of the amended agreement on February 13, 2008, we adopted the business of selling clarified and reclaimed product water for human consumption, and agricultural, industrial, domestic and recreational uses. Our business strategy is to generate revenues through the production, processing and distribution of clarified and reclaimed product water. In addition, we intend to distribute water purification equipment in Canada, the United States and internationally through license agreements and other appropriate arrangements.

Results of Operations

Three month Summary ending September 30, 2008

		Three Months Ended
		September 30
		2008
Revenue	$	Nil
Operating Expenses	$	175,465
Net Loss	$	175,465

Expenses

Our operating expenses for the three month period ended September 30, 2008 are outlined in the table below:

		Three Months Ended
		September 30
		2008
Professional fees	$	17,864
Occupancy Costs	$	7,700
Consulting	$	1,185
Depreciation	$	2,266
Impairment of mineral property rights	$	Nil
Stock Transfer Fees	$	Nil
Administration	$	32,369
Other general and administrative	$	114,081

Nine month Summary ending September 30, 2008

		Nine Months Ended
		September 30
		2008
Revenue	$	Nil
Operating Expenses	$	297,238
Net Loss	$	297,238

5

Expenses

Our operating expenses for the nine month period ended September 30, 2008 are outlined in the table below:

		Nine Months Ended
		September 30
		2008
Professional fees	$	71,254
Occupancy Costs	$	13,244
Consulting	$	41,293
Depreciation	$	3,273
Impairment of mineral property rights	$	Nil
Stock Transfer Fees	$	2,033
Administration	$	32,369
Other general and administrative	$	133,772

Revenue

We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.

Equity Compensation

As of September 30, 2008, we had not adopted any equity compensation plans and no stock, options, or other equity securities were awarded to our executive officers.

Liquidity and Financial Condition

Working Capital
		At			At	Percentage
		September 30,			Dec. 31,	Increase/
		2008			2007	Decrease
Current Assets	$	57,833		$	220,263	(73%	)
Current Liabilities	$	267,361		$	78,210	241%
Working Capital	$	(209,528	)	$	142,053	(247%	)

Cash Flows
		Nine Months Ended
		September 30,
		2008
Net Cash (Used by) Operating Activities	$	(131,245	)
Net Cash (Used by) Investing Activities	$	(32,356	)
Net Cash (Used by) Provided by Financing Activities	$	(41,143	)
Increase (Decrease) in Cash During the Period	$	(183,753	)

During the next twelve months, we plan to identify and establish markets for our products and arrange for the construction, delivery and commissioning of equipment to satisfy those markets. We anticipate that we will be able to satisfy our cash requirements for the next 12 months and that we will have to raise additional funds of $1,000,000 for the following:

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Activity		Amount
Professional Fees	$	50,000
General and Administrative Costs	$	25,000
Construction or Purchase of Purification Equipment	$	475,000
Marketing	$	300,000
Research and Development	$	150,000
Total	$	1,000,000

We will require additional funds to implement our growth strategy and develop our water clarification and water reclamation business. There funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that we will be able to maintain our operations at a level sufficient for an investor to obtain a return on his or her investment in our common stock. Further, we may be unprofitable.

We will design and build equipment based on contracted orders. Marketing will be conducted via demonstrations, participation in trade shows, advertising in electronic and print media, and through the development of a representative and dealer network globally. Research and development will continue in order to develop the technology into a broader range of applications.

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

Future Financings

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $1,000,000 over the next 12 months to pay for our ongoing expenses. These expenses include sales and marketing, research and development, manufacturing and engineering, and general and administrative expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Going Concern

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the cash flow statements, we consider all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Long-Lived Assets

We account for long-lived assets under the Statements of Financial Accounting Standards Nos. 142 and 144 “Accounting for Goodwill and Other Intangible Assets” and “Accounting for Impairment or Disposal of Long-Lived Assets” (“SFAS No. 142 and 144”). In accordance with SFAS No. 142 and 144, long-lived assets, goodwill and certain identifiable intangible assets held and used by our company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset are not be recoverable. For purposes of evaluating the recoverability of long-lived assets, goodwill and intangible assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets. Impairment of experimental water clarification equipment is calculated based on its estimated useful life.

Income Taxes

We utilize SFAS No. 109, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. We generated deferred tax credits through net operating loss carryforwards. However, a valuation allowance of 100% has been established, as the realization of the deferred tax credits is not reasonably certain, based on going concern considerations outlined below.

Loss Per Share

Statement of Financial Accounting Standards No. 128 “Earnings Per Share” requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net

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loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) is similarly calculated using the treasury stock. At June 30, 2008, there were no potentially dilutive securities.

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the nine months ended September 30, 2008 and 2007.

		2008			2007
Numerator:
Basic and diluted net loss per share
Net Loss	$	(276,247	)	$	(599,031	)
Denominator
Basic and diluted weighted average
number of shares outstanding		55,196,930			55,000,000
Basic andDiluted Net Loss Per Share	$	(0.01	)	$	(0.01	)

Patent

We current have a United States Patent 5904855 granted May 18, 1999 for a “Closed Chemically Advanced Treatment System”. The invention described in the patent is used by our company in the water purification equipment which is under development. The patent is not in use to protect marketed products and is therefore not amortized. There has been no change in circumstances that would warrant impairment per an evaluation under SFAS 121.

Item 3. Quantitative Disclosures About Market Risks

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures.

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under theSecurities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer (who is acting as our principal executive officer and principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of September 30, 2008, the end of our third quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief executive officer (who is acting as our principal executive officer and principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (who is acting as our principal executive officer and principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended September 30, 2008 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Our business operations are subject to a number of risks and uncertainties, including, but not limited to those set forth below:

Risks Related to Our Business

Any product that we sell or develop must compete for market acceptance and market share.

An important factor will be the timing of market introduction of competitive products. Accordingly, the relative speed with which we and competing companies can develop products, complete any required approval processes, and supply commercial quantities of the products to the market will be an important element of market success. Significant competitive factors include timing and scope of regulatory approval, product availability, awareness and acceptance of our products and their application channels to market, marketing and sales capabilities, product attributes relative to their cost, price and exclusivity, through patent protection or otherwise.

Our research, development and commercialization efforts may not succeed or our competitors may develop and commercialize more effective or successful water purification products.

In order to remain competitive, we must regularly commit substantial resources to research and development and the commercialization of new products. The research and development process generally takes a significant amount of time from inception to commercial product launch. This process is conducted in various stages. During each stage there is a substantial risk that we will not achieve our goals on a timely basis, or at all, and we may have to abandon a product or technology platform in which we have invested substantial amounts. Other companies have products that compete with our products, and also may develop effective and commercially successful products. Our competitors may succeed in developing or commercializing products that are either more effective than ours, or that they market before we market new products that we may develop. There may be additional competitive products about which we are not aware. If our competitors are able to reach the commercial market before we are, this could have a material adverse effect on our ability to reach the commercial market and sell our products. Many of the organizations competing with us have substantially greater capital resources, larger research and development staffs and facilities, greater experience in product development and in obtaining regulatory approvals, and greater manufacturing and marketing capabilities than we do. These organizations also compete with us to license proprietary technology.

If we do not match our product manufacturing capability to customer demand in a cost-effective manner, our product sales may suffer, which could cause our business to fail.

Our product sales depend upon, among other things, our ability to manufacture our products in commercial quantities and in a cost-effective manner. To the extent there is a dramatic increase in demand for our products, we may not be able to manufacture the products in a quick and cost-effective manner. Our manufacturing success also depends, in part, on our ability to transition products from research and development into commercial scale manufacturing. If we are not successful in this transition, our ability to produce products may suffer, which could cause our business to fail.

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If product liability lawsuits are successfully brought against us, we may incur substantial liabilities and may have to limit or cease commercialization of our products.

The testing and marketing of our products gives rise to an inherent risk of product liability. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit or cease commercialization of our products. We currently carry product liability insurance at a level we believe is commercially reasonable, although there is no assurance that it will be adequate to cover claims that may arise. In certain customer contracts we indemnify third parties for certain product liability claims related to our products. These indemnification obligations may cause us to pay significant sums of money for claims that are covered by these indemnifications.

If we are unable to raise further financing, we may have to cease operations.

We have not generated any revenues since our incorporation and we will continue to incur operating expenses without revenues until we sell our product water. We estimate our average monthly operating expenses to be approximately $10,000. As a result, we will need to acquire further financing. There can be no assurance that we will be able to obtain the financing we require, or obtain such financing on terms that are commercially viable for us. These circumstances raise substantial doubt about our ability to continue as a going concern.

Our business could be significantly impacted by changes in government regulations relating to water clarification and/or reclamation, which could increase our operating expenses and prevent us from achieving profitability.

Our operations and properties are subject to a wide variety of federal, state, provincial and municipal laws and regulations, including those governing the use, storage, handling, generation, treatment, emission release, discharge and disposal of certain materials, substances and wastes, and the health and safety of employees. As such, the nature of our operations exposes us to the risk of claims with respect to such matters and there can be no assurance that material costs or liabilities will not be incurred in connection with such claims. Environmental legislation also provides for standards, restrictions and prohibitions on the handling of certain types of waste and for releases, spills, emissions into the environment of substances that are being handled by our company. Any breach by our company of such legislation may result in the suspension or revocation of necessary licenses, permits or authorizations, civil liability and the imposition of fines and penalties which could increase our expenses and prevent us from achieving or maintaining profitability.

Our proposed operations involve certain environmental risks, including spills or leaks of hazardous and/or flammable substances, which may negatively impact our financial condition.

Our proposed operations include the transport, storage, handling and processing of hazardous materials which involve inherent environmental risks. Any spillage or leaks of hazardous and/or flammable substances used in our operations may cause injury to persons and/or damage to property. As a result, we may become subject to liability for such hazards and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities and other expenses, such as restorative environmental costs, will have a negative impact on our financial condition.

We will depend on key service providers for assistance and expertise in beginning operations and any failure or loss of these relationships could delay our operations, increase our expenses and hinder our success.

We must establish and maintain relationships with several key providers for contracting, consulting and other services. If we should fail to maintain our relationship with any of these key providers, or if any of these providers should fail to perform, we would be forced to locate and retain alternative providers. As a consequence, due to the critical nature of these services, the commencement, and continuation, of our operations could be very seriously delayed, our start-up expenses could be significantly increased and our business could be greatly harmed, even to the point of failure of our company.

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There are several agreements and relationships that remain to be negotiated, executed and implemented which will have a critical impact on our operations, expenses and profitability.

We have several agreements, documents and relationships that remain to be negotiated, executed and implemented before we can contemplate the sale of our product water. In some cases, the parties with whom we would need to establish a relationship have yet to be identified. Examples include agreements to supply us with access to transportation facilities, contracts with other utilities, contracts to sell our production and agreements with numerous consultants. Our expectations regarding the likely terms of these agreements and relationships could vary greatly from the terms of any agreement or relationship that may eventually be executed or established. If we are unable to enter into these agreements or relationships on satisfactory terms, or if revisions or amendments to existing terms become necessary, sale of our product could be delayed, our expenses could be increased and our profitability could be adversely affected and the value of your investment could decline.

Our operating costs could be higher than we expect, and this could reduce our income and any distributions we may make.

In addition to general economic conditions, market fluctuations and commodity prices, significant increases in operating costs could adversely affect our company due to numerous factors, many of which are beyond our control. These increases could arise for several reasons, such as:

• increased costs for electricity, water and other utilities;

• higher transportation costs; and

• rising labor costs, particularly if any labor shortage should occur.

Our operations will subject us to ongoing compliance with applicable governmental regulations, such as those governing pollution control, occupational safety and other matters. We may have difficulty complying with these regulations and our compliance costs could increase significantly. Increases in operating costs would have a negative impact on our operating income, and could result in substantially decreased earnings or a loss from our operations, adversely affecting our financial condition.

The water treatment industry is widespread and competitive forces could prevent us from achieving profitability.

The water treatment industry is widespread and highly competitive. Numerous entities in the United States and around the world compete with our efforts to produce, process and distribute treated water and water purification equipment. We face, and expect to continue to face, competition from entities that distribute treated water and water purification equipment. In addition, many of our competitors have substantially greater capital resources and more experience in research and development, manufacturing and marketing than we do. We may not succeed in distributing our products and bringing them to market in a cost-effective and timely manner relative to our competitors. Moreover, they may have greater name recognition than we do and may offer discounts as a competitive tactic. These competitive forces may prevent us from achieving or maintaining profits.

Technological advances and changes in production methods in the water clarification and/or reclamation technology could render our technology obsolete and adversely affect our competitive position and financial condition.

Technological advances in water clarification and/or reclamation could render our technology obsolete. If we are unable to adopt or incorporate technological advances into our business, our proposed water clarification and/or reclamation technology could become uncompetitive or obsolete. We expect that technological advances in water clarification and/or reclamation technology will continue to occur. If improved technologies become available to our competitors, they may be able to produce product water at a lower cost than us. In such an event, we may be required to acquire or develop new technology to remain competitive. There is no assurance that third-party licenses for any new technologies would be available on commercially reasonable terms. If we are unable to obtain, implement or finance new technologies, our business and financial condition will be adversely affected.

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Our ability to hire and retain key personnel will be an important factor in the success of our business and a failure to hire and retain key personnel may result in our inability to manage and implement our business plan.

We are highly dependent upon our management personnel because of their experience in relation to water clarification and reclamation. The loss of the services of one or more of these individuals may impair management's ability to operate our company. We have not purchased key man insurance on any of these individuals, which insurance would provide us with insurance proceeds in the event of their death. Without key man insurance, we may not have the financial resources to develop or maintain our business until we could replace the individual or to replace any business lost by the death of that person. The competition for qualified personnel in the markets in which we operate is intense. In addition, in order to manage growth effectively, we must implement management systems and recruit and train new employees. We may not be able to attract and retain the necessary qualified personnel. If we are unable to retain or to hire qualified personnel as required, we may not be able to adequately manage and implement our business.

Most of our assets and all of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.

Although we are organized under the laws of the State of Nevada, United States, our business is principally conducted outside of the United States. Outside the United States, it may be difficult for investors to enforce judgments against us that are obtained in the United States in any action, including actions predicated upon civil liability provisions of federal securities laws. In addition, all of our directors and officers reside outside the United States, and nearly all of the assets of these persons and our assets are located outside of the United States. As a result, it may not be possible for investors to effect service of process within the United States upon such persons or to enforce against us or such persons judgments predicated upon the liability provisions of United States securities laws. There is substantial doubt as to the enforceability against us or any of our directors and officers located outside the United States in original actions or in actions of enforcement of judgments of United States courts or liabilities predicated on the civil liability provisions of United States federal securities laws. In addition, as the majority of our assets are located outside of the United States, it may be difficult to enforce United States bankruptcy proceedings against us. Under bankruptcy laws in the United States, courts typically have jurisdiction over a debtor's property, wherever it is located, including property situated in other countries. Courts outside of the United States may not recognize the United States bankruptcy court's jurisdiction. Accordingly, investors may have trouble administering a United States bankruptcy case involving a Nevada company as debtor with most of its property located outside the United States. Any orders or judgments of a bankruptcy court obtained in the United States may not be enforceable.

Our business is subject to comprehensive government regulation and any change in such regulation could increase our operating expenses.

There is no assurance that the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the United States, Canada or any other jurisdiction, will not be changed, applied or interpreted in a manner which will fundamentally alter the ability of our company to carry on our business. The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on our company. Any or all of these situations may increase our operating expenses.

Risks Related to our Common Stock

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because a significant portion of our operations has been and will be financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plans and operations, including our ability to

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develop new products and continue our current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

The market price for our common stock may also be affected by our ability to meet or exceed expectations of analysts or investors. Any failure to meet these expectations, even if minor, may have a material adverse effect on the market price of our common stock.

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our certificate of incorporation authorizes the issuance of up to 375,000,000 shares of common stock. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Trading of our stock may be restricted by the SEC’s penny stock regulations, which may limit a stockholder's ability to buy and sell our stock.

The SEC has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the "penny stock" rules described above, the FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

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Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Our common stock currently trades on a limited basis on the OTC Bulletin Board. Trading of our stock through the OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in the stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K

Exhibit	Description
Number
(2)	Plan of Purchase, Sale, Reorganization, Arrangement, Liquidation or Succession
2.1	Amended and Restated Share Exchange Agreement dated February 11, 2008 among Purio Inc., Purio Environmental Water Source, Inc. and the shareholders of Purio Environmental Water Source, Inc. (incorporated by reference from our current report on Form 8-K filed on February 14, 2008).
2.2	Waiver of Closing items Agreement dated February 13, 2008 (incorporated by reference from our current report on Form 8-K filed on February 14, 2008).
(3)	Articles of Incorporation and By-laws
3.1	Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on April 11, 2007).
3.2	Bylaws (incorporated by reference from our Registration Statement on Form SB-2 filed on April 11, 2007).
3.3	Articles of Merger and Certificate of Change (incorporated by reference from our current report on Form 8-K filed on December 11, 2007)

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Exhibit	Description
Number
3.4	Certificate of Change (incorporated by reference from our current report on Form 8-K filed on November 28, 2007)
(10)	Material Contracts
10.1	License agreement with Earl Switenky dba UltraSafe Water Source (incorporated by reference from our current report on Form 8-K filed on February 14, 2008).
10.2	General Security Agreement between Proteus Environmental Systems Inc., and Purio Environmental Water Source, Inc. (formerly Global Tech Inc.) dated January 31, 2000 (incorporated by reference from our current report on Form 8-K filed on February 14, 2008).
10.3	Notice of Retention of Collateral to Proteus Environmental Systems Inc. dated December 14, 2001 (incorporated by reference from our current report on Form 8-K filed on February 14, 2008).
(31)	Rule 13a-14(d)/15d-14(d) Certifications
31.1*	Section 302 Certification of Principal Executive Officer and Principal Financial Officer.
(32)	Section 1350 Certifications
32.1*	Section 906 Certification of Principal Executive Officer and Principal Financial Officer.

* Filed herewith

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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.

	PURIO INC.
	(Registrant)
Dated: November 19, 2008	/s/ Daryl English
	Daryl English
	President, Chief Executive Officer, Chief
	Financial Officer, Principal Accounting Officer,
	Secretary and Treasurer
	(Principal Executive Officer, Principal
	Accounting Officer and Principal Financial
	Officer)

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