---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 June 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 Number 333-142019

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 August 6, 2008

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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 June 30, 2008, and our results of operations, and our cash
flows for the six month period ended June 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.

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PURIO INC. (A Development Stage Company) Consoliated
Balance Sheet (Unaudited)

|                                                                |   | June 30, |   |   | December 31, |  
|--------------------------------------------------------------- | - | -------- | - | - | ------------ | -
|                                                                |   | 2008     |   |   | 2007         |  
|                                                                |   |          |   |   | (Restated)   |  
|ASSETS                                                          |   |          |   |   | Note 8       |  
|Current Assets                                                  |   |          |   |   |              |  
|Cash and cash equivalents                                       | $ | 271,750  |   | $ | 219,492      |  
|Prepaid Expenses                                                | $ | 11,088   |   | $ | 771          |  
|Total
      Current Assets                                      |   | 282,838  |   |   | 220,263      |  
|Property and Equipment                                          |   |          |   |   |              |  
|Fixed Assets, net                                               |   | 30,035   |   |   | 14,353       |  
|Other Assets                                                    |   |          |   |   |              |  
|Patents                                                         |   | 119,995  |   |   | 119,995      |  
|Total Other Assets                                              |   | 119,995  |   |   | 119,995      |  
|                                                                |   |          |   |   |              |  
|TOTAL ASSETS                                                    | $ | 432,868  |   | $ | 354,611      |  
|                                                                |   |          |   |   |              |  
|LIABILITIES AND SHAREHOLDERS' EQUITY                            |   |          |   |   |              |  
|Current Liabilities                                             |   |          |   |   |              |  
|Accounts Payable                                                |   | 2,235    |   |   | 20,605       |  
|Note Payable                                                    |   | 64,955   |   |   |              |  
|Bank Advance                                                    |   | 25,000   |   |   |              |  
|Deposits                                                        |   | 145,410  |   |   | 45,455       |  
|Subscriptions
      Received                                    |   | -        |   |   | 12,150       |  
|Loans from Officer                                              |   | 17,258   |   |   | 17,258       |  
|Total Current Liabilities                                       |   | 254,858  |   |   | 95,468       |  
|                                                                |   |          |   |   |              |  
|Shareholders'
      Equity (Deficit)                            |   |          |   |   |              |  
|Common Stock, no par value; stated value $0.001, authorized     |   |          |   |   |              |  
|75,000,000 shares,                                              |   |          |   |   |              |  
|issued and outstanding 55,234,603
      shares at June 30, 2008 |   |          |   |   |              |  
|issued and
      outstanding 55,000,000 at December 31, 2007    |   | 55,235   |   |   | 55,000       |  
|Additional Paid-In Capital                                      |   | 982,192  |   |   | 962,593      |  
|Deficit accumulated during the development stage                |   | (859,417 | ) |   | (758,450     | )
|                                                                |   |          |   |   |              |  
|TOTAL SHAREHOLDERS' EQUITY                                      |   | 178,010  |   |   | 259,143      |  
|                                                                |   |          |   |   |              |  
|TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY                | $ | 432,868  |   | $ | 354,611      |  

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PURIO INC. (A Development Stage Company) CONSOLIDATED
STATEMENT OF OPERATIONS (Unaudited)

For the PeriodFor the
    
    
    For the
    
    
    For the
    
    
    For the
    
    
    of Inceptionthree months
    
    
    three months
    
    
    six months
    
    
    six months
    
    
    from Nov. 16,ended
    
    
    ended
    
    
    ended
    
    
    ended
    
    
    1999, throughJun
      30, 2008
    
    
    Jun
      30, 2007
    
    
    Jun
      30, 2008
    
    
    Jun
      30, 2007
    
    
    Jun
      30, 2008Not reported
    
    
    
    
    
    Not reportedRevenueSales revenue
    
    
    
    
    
    
    
    
    
    
    
    
    $
    -Other revenue
    
    138
    
    
    
    
    
    414
    
    
    
    
    
    1,719Total Revenue
    
    138
    
    
    
    
    
    414
    
    
    
    
    
    1,719General and Administrative Expenses:Professional Fees
    
    1,377
    
    
    
    
    
    29,005
    
    
    
    
    
    328,657Exploration Costs and Expenses
    
    
    
    
    
    
    
    
    
    
    
    
    
    22,219Occupancy Costs
    
    5,544
    
    
    
    
    
    5,544
    
    
    
    
    
    5,544Consulting
    
    12,000
    
    
    
    
    
    30,208
    
    
    
    
    
    403,086Depreciation
    
    
    
    
    
    
    
    1,007
    
    
    
    
    
    26,931Impairment of mineral property
        rights
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,600Listing and Filing
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,987Administration
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,858Other General and
        AdministrativeExpenses
    
    18,835
    
    
    
    
    
    43,215
    
    
    
    
    
    82,729Total General and
        AdministrativeExpenses
    
    37,756
    
    
    
    
    
    108,979
    
    
    
    
    
    887,611Net Operating Loss
    
    (37,618
    )
    
    
    
    
    (108,565
    )
    
    
    
    
    (885,892
    )Currency translation adjustment
    
    280
    
    
    
    
    
    7,598
    
    
    
    
    
    26,475Comprehensive Loss
    
    (37,338
    )
    
    
    
    
    (100,967
    )
    
    
    
    
    (859,417
    )Loss Per Common Share, basic & diluted
    $
    (0.001
    )
    
    
    
    $
    (0.002
    )Weighted Average Shares Outstanding,Basic and Diluted:
    
    55,234,603
    
    
    
    
    
    55,179,105


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PURIO INC. (A Development Stage Company) CONSOLIDATED
STATEMENT OF CASH FLOWS (Unaudited)

|                                                  |   |                |   |   |                |   |   | For the Period |  
|------------------------------------------------- | - | -------------- | - | - | -------------- | - | - | -------------- | -
|                                                  |   | For the        |   |   | For the        |   |   | of Inception   |  
|                                                  |   | three months   |   |   | six months     |   |   | from Nov. 16,  |  
|                                                  |   | ended          |   |   | ended          |   |   | 1999, through  |  
|                                                  |   | June. 30, 2008 |   |   | June. 30, 2008 |   |   | June. 30, 2008 |  
|Cash flows from operating activities:             |   |                |   |   |                |   |   |                |  
|Net Operating Income
      (Loss)                 | $ | (37,618        | ) | $ | (108,565       | ) | $ | (885,892       | )
|Adjustments to reconcile net loss to              |   |                |   |   |                |   |   |                |  
|net cash used by
      operating activities:      |   |                |   |   |                |   |   |                |  
|Non-cash
      depreciation                       |   | -              |   |   | 1,007          |   |   | 26,931         |  
|Non cash common stock
      issued for services   |   |                |   |   |                |   |   |                |  
|Decrease
      in Subscriptions Received          |   | -              |   |   | (12,150        | ) |   |                |  
|Change in operating
      assets and liabilities: |   |                |   |   |                |   |   |                |  
|Increase (decrease) in Accounts Payable           |   | -              |   |   | (18,370        | ) |   | 2,235          |  
|Increase in
      Deposits                        |   | -              |   |   | 99,955         |   |   | 145,410        |  
|(Increase) decrease in Prepaid Expenses           |   | (11,087        | ) |   | (10,317        | ) |   | (11,088        | )
|Net cash
      (used by) operating activities     |   | (48,705        | ) |   | (48,440        | ) |   | (722,404       | )
|                                                  |   |                |   |   |                |   |   |                |  
|Cash flows from investing activities:             |   |                |   |   |                |   |   |                |  
|Acquistion of patent                              |   | -              |   |   | -              |   |   | (119,995       | )
|Acquisition of equipment                          |   | -              |   |   | -              |   |   | (40,277        | )
|Acquisition of water vessels                      |   | -              |   |   | (4,200         | ) |   | (4,200         | )
|Acquisition of furniture
      and Fixtures       |   | (1,483         | ) |   | (1,483         | ) |   | (1,483         | )
|Acquisition of equipment for leases               |   | (11,006        | ) |   | (11,006        | ) |   | (11,006        | )
|Net cash
      (used by) investing activities     |   | (12,489        | ) |   | (16,689        | ) |   | (176,961       | )
|                                                  |   |                |   |   |                |   |   |                |  
|Cash flows from financing activities:             |   |                |   |   |                |   |   |                |  
|Common
      stock issued for cash                |   | -              |   |   | -              |   |   | 564,768        |  
|Bank advance                                      |   | -              |   |   | 25,000         |   |   | 25,000         |  
|Proceeds
      from Note Payable                  |   | 64,955         |   |   | 64,955         |   |   | 64,955         |  
|Proceeds from officer's
      loan                |   | -              |   |   | -              |   |   | 17,258         |  
|Other
      contributed capital                   |   | -              |   |   | 19,834         |   |   | 472,659        |  
|Net cash (used) provided by financing activitiies |   | 64,955         |   |   | 109,789        |   |   | 1,144,640      |  
|                                                  |   |                |   |   |                |   |   |                |  
|Effect of exchange rates on cash                  |   | 280            |   |   | 7,598          |   |   | 26,475         |  
|                                                  |   |                |   |   |                |   |   |                |  
|Net increase (decrease) in cash                   |   | 4,041          |   |   | 52,258         |   |   | 271,750        |  
|                                                  |   |                |   |   |                |   |   |                |  
|Cash, beginning of the period                     |   | 267,709        |   |   | 219,492        |   |   | -              |  
|                                                  |   |                |   |   |                |   |   |                |  
|Cash, end of the period                           | $ | 271,750        |   | $ | 271,750        |   | $ | 271,750        |  
|                                                  |   |                |   |   |                |   |   |                |  
|Supplemental cash flow disclosure:                |   |                |   |   |                |   |   |                |  
|Interest
      paid                               | $ | -              |   | $ | -              |   | $ | -              |  
|Taxes paid                                        | $ | -              |   | $ | -              |   | $ | -              |  

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PURIO INC.

(A DEVELOPMENT STAGE COMPANY)NOTES TO
CONSOLIDATED FINANCIAL STATEMENTSAS OF JUNE 30, 2008(Expressed in US Dollars)

|NOTE 1 | SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES AND ORGANIZATION
|------ | -----------------------------------------------------------------

(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 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 six months ended June 30, 2008::

2008Numerator:Basic and diluted net loss per share:Net Loss
    $
    (100,968
    )DenominatorBasic and diluted weighted average number
      of shares outstanding
    
    55,179,105Basic and Diluted Net Loss Per Share
    $
    (0.002
    )


(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 $7,516 in the six months ended June 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

|NOTE 2 | ACQUISITION OF MINERAL PROPERTY                                                                                                                                                                                                                                                                                                      
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                      
|       | On March 31, 2006, the Company entered into an agreement
        for an option to acquire a 100% interest in Maybe 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.                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                      
|NOTE 3 | STOCKHOLDERS 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 June 30, 2006, the Company issued 27,500,000 shares of
      common stock for cash of $55,000 ($0.002 per share).                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | As of November 30, 2007, the Companys President
      contributed rent and administrative expenses with a fair value of $8,349
      to the Company and paid legal bills of $10,000 on behalf of the Company
      (See Note 4).                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | On October 29, 2007 the Company affected a 1: 5 forward
      stock split. All share and per share amounts have been retroactively
      restated.                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | In the period January 1, 2008 to March 31, 2008 a
      contribution of capital of $19,834 was made in the process of winding up
      the Companys operations preparatory to effecting a share exchange
      agreement.                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | On February 13, 2008 27,500,000 shares of founders stock
      was surrendered to the treasury of the Company and the shares retired.                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | 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, 2008, 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.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | At June 30, 2008 the Company is authorized to issue
      375,000,000 shares. At June 30, 2008 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 $859,417, and a
negative cash flow from operations of $722,404 The Company has positive
consolidated working capital of $27,980 and current stockholders equity of
$178,010 as at June 30, 2008, as a result of raising share capital. Nonetheless
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

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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 June 30, 2008

Three Months EndedJune 302008Revenue
    $
      138Operating Expenses
    $
      37,756Net Loss
    $
      37,338


Expenses

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

Three Months EndedJune 302008Professional fees
    $
      1,377Occupancy Costs
    $
      5,544Consulting
    $
      12,000Depreciation
    $
      NilOther general and administrative
    $
      18,835


Six month Summary ending June 30, 2008

Six Months EndedJune 302008Revenue
    $
      414Operating Expenses
    $
      108,979Net Loss
    $
      108,565


5

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Expenses

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

Six Months EndedJune 302008Professional fees
    $
      29,005Occupancy Costs
    $
      5,544Consulting
    $
      30,208Depreciation
    $
      1,007Other general and administrative
    $
      43,215


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 June 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 CapitalAt
    
    
    At
    
    
    PercentageJune 30,
    
    
    Dec. 31,
    
    
    Increase/2008
    
    
    2007
    
    
    DecreaseCurrent Assets
    $
    282,838
    
    $
    220,263
    
    
    28%Current Liabilities
    $
    254,858
    
    $
      95,468
    
    
      166%Working Capital
    $
    27,980
    
    $
      24,527
    
    
      14%


Cash FlowsSix MonthsEndedJune 30,2008Net Cash Used in Operating Activities
    $
    48,440Net Cash Used in Investing Activities
    $
    16,689Net Cash Provided by Financing Activities
    $
    109,789Increase in Cash During the Period
    $
    52,258


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:

6

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

7

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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

8

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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
six months ended June 30, 2008 and 2007.

| |                                                                       |   | 2008       |   |   | 2007       |  
| | --------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
| |                                                                       |   |            |   |   |            |  
| | Numerator:                                                            |   |            |   |   |            |  
| |                                                                       |   |            |   |   |            |  
| | Basic and diluted net loss
      per share                            |   |            |   |   |            |  
| |                                                                       |   |            |   |   |            |  
| | Net Loss                                                              | $ | (100,968   | ) | $ | (0         | )
| |                                                                       |   |            |   |   |            |  
| | Denominator                                                           |   |            |   |   |            |  
| |                                                                       |   |            |   |   |            |  
| | Basic and diluted weighted
      average number of shares outstanding |   | 55,179,105 |   |   | 55,000,000 |  
| |                                                                       |   |            |   |   |            |  
| | Basic and Diluted Net Loss
      Per Share                            | $ | (0.002     | ) | $ | (0.000     | )

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.

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities 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 principal
executive officer and principal accounting and financial officer (our president)
to allow for timely decisions regarding required disclosure. In designing and
evaluating our disclosure controls and procedures, our management recognizes
that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and our management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

As of June 30, 2008, the end of the six month period year
covered by this report, we carried out an evaluation, under the supervision and
with the participation of our management, including our president, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this quarterly report.

9

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

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.

10

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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.

11

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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.

12

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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 such as
Earl Switenky, Daryl English and Maurice Swanson 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

13

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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)                                                                                                                                                              

15

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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

16

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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: August 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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