---

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 March 31, 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 May 16, 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 March 31, 2008, and our results of operations, and our cash
flows for the three month period ended March 31, 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)                                     
|CONSOLIDATED BALANCE SHEETS                                       
|as at March 31, 2008 (unaudited) and December 31, 2007 (Unaudited)

|                                                              |   | March 31, |   |   | December 31, |  
|------------------------------------------------------------- | - | --------- | - | - | ------------ | -
|                                                              |   | 2008      |   |   | 2007         |  
|ASSETS                                                        |   |           |   |   |              |  
|Current Assets                                                |   |           |   |   |              |  
|Cash and cash equivalents                                     | $ | 267,709   |   | $ | 219,492      |  
|Prepaid                                                       |   |           |   |   | 771          |  
|Total
      Current Assets                                    |   | 267,709   |   |   | 220,263      |  
|Property
      and Equipment                                  |   |           |   |   |              |  
|Water Vessels                                                 |   | 4,200     |   |   |              |  
|CCETS Train                                                   |   | 40,277    |   |   | 40,277       |  
|Accumulated Depreciation                                      |   | (26,930   | ) |   | (25,924      | )
|Total Property
      and Equipment                            |   | 17,547    |   |   | 14,353       |  
|Other Assets                                                  |   |           |   |   |              |  
|Patents                                                       |   | 119,995   |   |   | 119,995      |  
|Total
      Other Assets                                      |   | 119,995   |   |   | 119,995      |  
|                                                              |   |           |   |   |              |  
|                                                              | $ | 405,251   |   | $ | 354,611      |  
|LIABILITIES                                                   |   |           |   |   |              |  
|Current Liabilities                                           |   |           |   |   |              |  
|Accounts Payable                                              | $ | 2,235     |   | $ | 20,605       |  
|Bank Advance                                                  |   | 25,000    |   |   |              |  
|Deposits                                                      |   | 145,410   |   |   | 45,455       |  
|Subscriptions Received                                        |   | -         |   |   | 12,150       |  
|Total Current
      Liabilities                               |   | 172,645   |   |   | 78,210       |  
|Non
        Current Liabilities                               |   |           |   |   |              |  
|Loans
      from Officer                                      |   | 17,258    |   |   | 17,258       |  
|Total
      Non Current Liabilities                           |   | 17,258    |   |   | 17,258       |  
|                                                              |   |           |   |   |              |  
|                                                              |   | 189,903   |   |   | 95,468       |  
|STOCKHOLDERS' EQUITY                                          |   |           |   |   |              |  
|Common Stock, $0.001 par value, 375,000,000 shares            |   |           |   |   |              |  
|authorized,
      55,234,603 and 55,000,000 shares issued and |   |           |   |   |              |  
|outstanding, respectively                                     |   | 55,235    |   |   | 55,000       |  
|Additional
      Paid-In Capital                              |   | 982,192   |   |   | 962,593      |  
|Deficit accumulated during the development stage              |   | (822,079  | ) |   | (758,450     | )
|                                                              |   |           |   |   |              |  
|                                                              |   | 215,348   |   |   | 259,143      |  
|                                                              |   |           |   |   |              |  
|                                                              | $ | 405,251   |   | $ | 354,611      |  

---

|PURIO INC.                                                 
|-----------------------------------------------------------
|(A Development Stage Company)                              
|CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
|(Unaudited)                                                

|                                            |   |               |   |   |               |  |   | For the period    |  
|------------------------------------------- | - | ------------- | - | - | ------------- |  | - | ----------------- | -
|                                            |   | For the three |   |   | For the three |  |   | from June 3, 2005 |  
|                                            |   | months ended  |   |   | months ended  |  |   | (Inception) to    |  
|                                            |   | March 31,     |   |   | March 31,     |  |   | March 31,         |  
|                                            |   | 2008          |   |   | 2007          |  |   | 2008              |  
|Revenue                                     |   |               |   |   |               |  |   |                   |  
|Sales revenue                               |   |               |   |   |               |  |   |                   |  
|Other revenue                               | $ | 277           |   | $ | -             |  | $ | 1,581             |  
|Total Revenue                               |   | 277           |   |   | -             |  |   | 1,581             |  
|                                            |   | -             |   |   |               |  |   |                   |  
|Operation Expenses:                         |   | -             |   |   |               |  |   |                   |  
|Professional Fees                           |   | 25,476        |   |   | -             |  |   | 327,280           |  
|Exploration costs & expenses                |   |               |   |   | -             |  |   | 22,219            |  
|Consulting                                  |   | 18,105        |   |   | -             |  |   | 391,086           |  
|Depreciation                                |   | 1,007         |   |   | -             |  |   | 26,931            |  
|Impairment of mineral
      porperty rights |   | 9,858         |   |   | -             |  |   | 3,600             |  
|Listing and filing                          |   | -             |   |   | -             |  |   | 4,987             |  
|Administration                              |   |               |   |   | -             |  |   | 9,858             |  
|Other General and Administrative            |   | 17,773        |   |   | -             |  |   | 63,894            |  
|Total General and Administrative Exp        |   | 72,219        |   |   | -             |  |   | 849,855           |  
|                                            |   | -             |   |   |               |  |   | -                 |  
|Net Loss                                    |   | (71,942       | ) |   | -             |  |   | (848,274          | )
|                                            |   | -             |   |   |               |  |   | -                 |  
|Other Comprehensive Income                  |   |               |   |   |               |  |   | -                 |  
|Foreign Currencey translation gain          |   | 8,313         |   |   | -             |  |   | 26,195            |  
|                                            |   |               |   |   |               |  |   |                   |  
|Comprehensive Loss                          | $ | (63,629       | ) | $ | -             |  | $ | (822,079          | )
|                                            |   |               |   |   |               |  |   |                   |  
|Loss Per Common Share, basic and diluted    | $ | (0.001        | ) | $ | -             |  |   |                   |  
|                                            |   |               |   |   |               |  |   |                   |  
|Weighted Average Shares Outstanding,        |   |               |   |   |               |  |   |                   |  
|Basic and Diluted:                          |   | 55,123,608    |   |   | 55,000,000    |  |   |                   |  

---

|PURIO INC.                          
|------------------------------------
|(A Development Stage Company)       
|CONSILIDATED STATEMENT OF CASH FLOWS
|(Unaudited)                         

|                                                  |   |               |   |   |               |  |   | For the period   |  
|------------------------------------------------- | - | ------------- | - | - | ------------- |  | - | ---------------- | -
|                                                  |   | For the three |   |   | For the three |  |   | Nov. 16, 1999    |  
|                                                  |   | months ended  |   |   | months ended  |  |   | (Inception)      |  
|                                                  |   | March 31,     |   |   | March 31,     |  |   | through March 31 |  
|                                                  |   | 2008          |   |   | 2007          |  |   | 2008             |  
|Cash flows from operating activities:             |   |               |   |   |               |  |   |                  |  
|Net (Loss)                                        | $ | (71,942       | ) | $ | -             |  | $ | (848,274         | )
|Adjustments to reconcile net loss to              |   |               |   |   |               |  |   |                  |  
|net cash used by operating activities:            |   |               |   |   |               |  |   |                  |  
|Impairment of mineral
      rights                |   |               |   |   |               |  |   | 3,600            |  
|In-kind
      contributions of expenses           |   |               |   |   |               |  |   | 18,349           |  
|Non-cash depreciation                             |   | 1,006         |   |   |               |  |   | 26,930           |  
|Non
      cash common stock issued for services   |   |               |   |   |               |  |   | 373,744          |  
|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          |  
|Decrease in prepaid                               |   | 771           |   |   |               |  |   |                  |  
|Net cash (used by) operating activities           |   | (730          | ) |   | -             |  |   | (274,816         | )
|Cash flows from investing activities:             |   |               |   |   |               |  |   |                  |  
|Purchase if mineral property rights               |   |               |   |   |               |  |   | (3,600           | )
|Acquistion of patent                              |   |               |   |   |               |  |   | (119,995         | )
|Acquisition of equipment                          |   |               |   |   |               |  |   | (40,277          | )
|Acquisition of water vessels                      |   | (4,200        | ) |   |               |  |   | (4,200           | )
|Net
      cash (used by) investing activities     |   | (4,200        | ) |   | -             |  |   | (168,072         | )
|Cash flows from financing activities:             |   |               |   |   |               |  |   |                  |  
|Common stock issued for cash                      |   |               |   |   |               |  |   | 625,268          |  
|Bank advance                                      |   | 25,000        |   |   |               |  |   | 25,000           |  
|Proceeds from officer's loan                      |   |               |   |   |               |  |   | 17,258           |  
|Other contributed capital                         |   | 19,834        |   |   |               |  |   | 20,066           |  
|Net cash (used) provided by financing activitiies |   | 44,834        |   |   | -             |  |   | 687,592          |  
|Effect of exchange rates on cash                  |   | 8,313         |   |   |               |  |   | 26,195           |  
|Net increase (decrease) in cash                   |   | 48,217        |   |   | -             |  |   | 267,709          |  
|Cash, beginning of the period                     |   | 219,492       |   |   | 53,023        |  |   | -                |  
|                                                  |   |               |   |   |               |  |   |                  |  
|Cash, end of the period                           | $ | 267,709       |   | $ | 53,023        |  | $ | 267,709          |  
|                                                  |   |               |   |   |               |  |   |                  |  
|Supplemental cash flow disclosure:                |   |               |   |   |               |  |   |                  |  
|Interest paid                                     | $ | -             |   | $ | -             |  | $ | -                |  
|Taxes paid                                        | $ | -             |   | $ | -             |  | $ | -                |  

---

|PURIO INC.                                             
|-------------------------------------------------------
|(A Development Stage Company)                          
|CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY         
|For the Period from December 31, 2007 to March 31, 2008
|(Unaudited)                                            

|                                                   |  |              |   |   |            |   |   |            |   |   | Accumulated   |   |   |           |  
|-------------------------------------------------- |  | ------------ | - | - | ---------- | - | - | ---------- | - | - | ------------- | - | - | --------- | -
|                                                   |  |              |   |   |            |   |   |            |   |   | Deficit       |   |   | Total     |  
|                                                   |  | Common Stock |   |   | Additional |   |   | during the |   |   | Shareholders' |  
|                                                   |  | Number of    |   |   | Par        |   |   | Paid-In    |   |   | Development   |   |   | Equity    |  
|                                                   |  | Shares       |   |   | Value      |   |   | Capital    |   |   | Stage         |   |   | (Deficit) |  
|                                                   |  |              |   |   |            |   |   |            |   |   |               |   |   |           |  
|Balances, December 31, 2007                        |  | 55,000,000   |   | $ | 55,000     |   | $ | 962,593    |   | $ | (758,450      | ) | $ | 259,143   |  
|                                                   |  |              |   |   |            |   |   |            |   |   |               |   |   |           |  
|Return to Treasury and retirement of shares        |  | (27,500,000  | ) |   | (27,500    | ) |   | 27,500     |   |   |               |   |   | -         |  
|Capital contributed winding up Purio, Inc. affairs |  |              |   |   |            |   |   | 19,834     |   |   |               |   |   | 19,834    |  
|                                                   |  |              |   |   |            |   |   |            |   |   |               |   |   |           |  
|Balances Feb. 13, 2008 before share exchange       |  | 27,500,000   |   |   | 27,500     |   |   | 1,009,927  |   |   | (758,450      | ) |   | 278,977   |  
|                                                   |  |              |   |   |            |   |   |            |   |   |               |   |   |           |  
|Shares issued to Purio Environmental stockholders  |  |              |   |   |            |   |   |            |   |   |               |   |   |           |  
|per share exchange agreement Feb. 13,
      2008   |  | 27,734,603   |   |   | 27,735     |   |   | (27,735    | ) |   |               |   |   |           |  
|Net Loss for the 3 mo. Ended March 31, 2008        |  |              |   |   |            |   |   |            |   |   | (63,629       | ) |   | (63,629   | )
|                                                   |  |              |   |   |            |   |   |            |   |   |               |   |   |           |  
|Balances, March 31, 2008                           |  | 55,234,603   |   | $ | 55,235     |   | $ | 982,192    |   | $ | (822,079      | ) | $ | 215,348   |  

---

|PURIO INC.                                
|------------------------------------------
|                                          
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|AS OF MARCH 31, 2008 AND 2007             
|(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. The exchange
  resulted in a change of control.

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 Consolidaton

The consolidated financial statements
  include the accounts of Purio Inc. and Purio Environmental Water Source Inc.
  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 March 31, 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 three months ended March 31, 2008 and 2007.

2008
      
      
      2007Numerator:Basic and diluted net loss per share:Net Loss
      $
      (63,629
      )
      $
      (0
      )DenominatorBasic and diluted weighted averagenumber of shares outstanding
      
      40,634,361
      
      
      55,000,000Basic and Diluted Net Loss Per Share
      $
      (0.002
      )
      $
      (0.000
      )


---

(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 $8,313 in the three months ended March 31, 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 The Augustbe 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
  reverse merger, with Purio Inc. being the accounting acquirer for accounting
  purposes.

At March 31, 2008 the Company is
  authorized to issue 375,000,000 shares. At March 31, 2008 there are 27,734,603
  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 $822,079, and a negative cash
  flow from operations of $730. The company has a positive consolidated working
  capital of $95,064 and current stockholders equity $215,348 as at March
  31, 2008 as a result of raising share capital. 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.

---

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 was approved by
NASDAQ 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
Unites States and internationally through license agreements and other
appropriate arrangements.

Results of Operations

Three month Summary ending March 31, 2008 and 2007

Three Months EndedMarch 312008
    
    
    2007Revenue
    $
      277
    
    $
    NilOperating Expenses
    $
    72,219
    
    $
    NilNet Loss
    $
    71,942
    
    $
    Nil


Revenue

We have not earned any revenues from operations since our
inception.

Expenses

Our operating expenses for the three month periods ended March
31, 2008 and March 31, 2007 are outlined in the table below:

Three Months EndedMarch 312008
    
    
    2007Professional fees
    $
    25,476
    
    $
    NilConsulting
    $
    18,105
    
    $
    NilImpairment of mineral propertyrights
    $
    9,858
    
    $
    NilDepreciation
    $
    1,007
    
    $
    NilOther general and administrative
    $
    17,773
    
    $
    Nil


Equity Compensation

As of March 31, 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
    
    
    PercentageMarch 31,
    
    
    Dec 31,
    
    
    Increase/2008
    
    
    2007
    
    
    DecreaseCurrent Assets
    $
    267,709
    
    $
    220,263
    
    
    21.5%Current Liabilities
    $
    172,645
    
    $
    78,210
    
    
    120.75%Working Capital (deficit)
    $
    95,064
    
    $
    142,053
    
    
    (66.9)%


5

---

Cash FlowsThree
    
    
    ThreeMonths
    
    
    MonthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,2008
    
    
    2007Net Cash Used in Operating Activities
    $
    730
    
    $
    NilNet Cash Provided by Investing Activities
    $
    (4,200
    )
    $
    NilNet Cash Provided by Financing Activities
    $
    44,834
    
    $
    NilIncrease In Cash During The Period
    $
    48,217
    
    $
    Nil


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:

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.

6

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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.

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

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.

Income Taxes

7

---

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.

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 March
31, 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
three months ended March 31, 2008 and 2007.

2008
    
    
    2007Numerator:Basic and diluted net loss per share:Net Loss
    $
    (63,629
    )
    $
    ( 0
    )DenominatorBasic and diluted weighted averagenumber of shares outstanding
    
    40,634,361
    
    
    55,000,000Basic and Diluted Net Loss Per Share
    $
    (0.002
    )
    $
    (0.000
    )


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.

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.

8

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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 March 31, 2008, the end of the three 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.

There have been no significant changes in our internal controls
over financial reporting that occurred during the quarter ended March 31, 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.

9

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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.

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 $8,000. 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.

10

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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.

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.

11

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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.

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.

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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 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.

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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.

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

In connection with the closing of the share exchange agreement,
on February 13, 2008 we issued 27,734,603 shares of our common stock to the
former shareholders of Purio as follows: 20,352,822 shares of common stock were
issued in reliance on Regulation S and/or Section 4(2) of the Securities Act of
1933 in an offshore transaction to a non-U.S. Person (as that term is defined in
Regulation S under the Securities Act of 1933); and 7,381,781 shares of our
common stock were issued in reliance upon Section 4(2) of the Securities Act of
1933.

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).

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

* Filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|                    | PURIO INC.                                            
|------------------- | ------------------------------------------------------
|                    | (Registrant)                                          
|                    |                                                       
|                    |                                                       
|Dated: May 20, 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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