UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549





FORM
10-Q





x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the quarterly
period ended March 31,
2009





or





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





For the transition
period from ______________________ To ______________________





Commission file
number: 333-142019





PURIO
INC.


(Exact name of
registrant as specified in its charter)





Nevada
            98-05255034(State or
      other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)





1048 – 1685 H
Street


Blaine, Washington
98230


(Address of
principal executive offices)





888.590.1156


(Registrant’s
telephone number, including area code)




__________________________________________________


(Former name,
former address and former fiscal year, if changed since last
report)





Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.  Yes þ  Noo





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





Large accelerated
filer o  Accelerated
filer o   Non-accelerated
filer o   Smaller reporting companyþ





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





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





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





APPLICABLE ONLY TO
CORPORATE ISSUERS





As
of May 15, 2009 the
registrant’s outstanding common stock consisted of 55,234,603shares.









Table
of Contents




PART I – FINANCIAL
      INFORMATIONItem 1
              Financial Statements
              2Item 2
              Management’s Discussion and Analysis of Financial
      Condition and Results of Operations
              3Item 3
              Quantitative and Qualitative Disclosures About
      Market Risk
              7Item 4
              Controls and
Procedures
              8PART II – OTHER
    INFORMATIONItem 1
              Legal Proceedings
              9Item 2
              Unregistered Sales of Equity
      Securities
              9Item 3
              Defaults Upon Senior
      Securities
              9Item 4
              Submission of Matters to a Vote of Security
      Holders
              9Item 5
              Other Information
              9Item 6.
              Exhibits
              9




1




PART I – FINANCIAL INFORMATION





Item 1.  Financial
Statements





The unaudited
interim financial statements of Purio Inc. follow. All currency references in
this report are to U.S. dollars unless otherwise noted.




Purio
Inc.


(A
Development Stage Company)




March 31,
2009


Consolidated Balance
      Sheet
              F-1Consolidated
      Statements of OperationsConsolidated
      Statements of Cash FlowsConsolidated Statement
      of Stockholders’ EquityNotes to the Financial
      Statements





2









PURIO,
      INC.(A
      Development Stage Company)CONSOLIDATED
      BALANCE SHEET(Unaudited)March
      31, 2009
            
            
            December
      31,2008ASSETSCurrent
      AssetsCash and cash
      equivalents
            
            $
            14,704
            
            
            $
            36,409Prepaid
      Expenses
            
            
            11,088
            
            
            
            11,088Inventory
            
            
            13,093
            
            
            
            11,006Total Current
      Assets
            
            
            38,885
            
            
            
            58,503Property and
      EquipmentFixed Assets,
      net
            
            
            43,939
            
            
            
            45,999Other
      AssetsPatents
            
            
            121,610
            
            
            
            121,610TOTAL
      ASSETS
            
            $
            204,434
            
            
            $
            226,112LIABILITIES
      AND SHAREHOLDERS' EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      Payable
            
            
            9,676
            
            
            
            9,988Deposits
            
            
            265,385
            
            
            
            265,385Subscriptions
      Received
            
            
            39,455
            
            
            
            35,955Loans from
      Officer
            
            
            17,089
            
            
            
            17,089Total Current
      Liabilities
            
            
            331,605
            
            
            
            328,417Shareholders'
      Equity (Deficit)Common Stock,
      no par value; stated value $0.001, authorized 375,000
    shares;issued and
      outstanding: 55,234,063 as
      at December 31, 2008, 55,234,063 as
      at March 31, 2009
            
            
            55,234
            
            
            
            55,234Additional
      Paid-In Capital
            
            
            933,365
            
            
            
            933,365Deficit
      accumulated during the development stage
            
            
            (1,115,770
            )
            
            
            (1,090,904
            )TOTAL
      SHAREHOLDERS' EQUITY (DEFICIT)
            
            
            (127,171
            )
            
            
            (102,305
            )TOTAL
      LIABILITIES AND SHAREHOLDERS' EQUITY
            
            $
            204,434
            
            
            $
            226,112






F-1





PURIO INC.(A
      Development Stage Company)CONSOLIDATED
      STATEMENT OF OPERATIONS(Unaudited)For
      the Period of InceptionFor
      the 3 months
            
            
            For the 3
      months
            
            
            from
      November 16, 1999ended
      March 31, 2009
            
            
            ended
      March 31, 2008
            
            
            through
      March 31, 2009RevenueSales
            
            $
            -
            
            
            $
            277
            
            
            $
            5,113Selling
      ExpensesMarketing
            
            
            -
            
            
            
            -
            
            
            
            40,345General and
      Administrative Expenses:Professional
      Fees
            
            
            6,176
            
            
            
            25,476
            
            
            
            352,697Exploration
      Costs and Expenses
            
            
            
            
            
            
            
            
            
            
            22,219Occupancy
      Costs
            
            
            8,518
            
            
            
            -
            
            
            
            30,397Consulting
            
            
            -
            
            
            
            18,105
            
            
            
            430,698Depreciation
            
            
            2,060
            
            
            
            1,007
            
            
            
            33,110Impairment of
      mineral rights
            
            
            -
            
            
            
            3,600
            
            
            
            3,600Stock
      Transfer Fees
            
            
            -
            
            
            
            -
            
            
            
            4,987Administration
            
            
            -
            
            
            
            -
            
            
            
            42,894Other General
      and Administrative Expenses
            
            
            11,343
            
            
            
            24,031
            
            
            
            190,288Total
      General and Administrative Expenses
            
            
            28,097
            
            
            
            72,219
            
            
            
            1,110,890Net Operating
      Loss
            
            
            (28,097
            )
            
            
            (71,942
            )
            
            
            (1,146,122
            )Other
      Comprehensive IncomeCurrency
      translation adjustment
            
            
            2,979
            
            
            
            -
            
            
            
            30,385Interest
      Income
            
            
            252
            
            
            
            -
            
            
            
            708Interest
      Expense
            
            
            -
            
            
            
            -
            
            
            
            (741
            )3,231
            
            
            
            -
            
            
            
            30,352Comprehensive
      Loss
            
            $
            (24,866
            )
            
            $
            (71,942
            )
            
            $
            (1,115,770
            )Loss
      Per Common Share, basic and diluted
            
            $
            (0.000
            )
            
            $
            (0.001
            )Weighted
      Average Shares Outstanding,Basic and
      Diluted:
            
            
            55,234,063
            
            
            
            55,123,608









F-2





PURIO
      INC.(A
      Development Stage Company)CONSOLIDATED
      STATEMENT OF CASH FLOWS(Unaudited)For the 3
            
            
            For the 3
            
            
            For
      the Period of Inceptionmonths
      ended
            
            
            months
      ended
            
            
            November
      16, 1999March
      31, 2009
            
            
            March
      31, 2008
            
            
            through
      December 31, 2008Cash
      flows from operating activities:Net
      Operating Income (Loss)
            
            $
            (28,097
            )
            
            $
            (71,942
            )
            
            $
            (1,146,122
            )Adjustments
      to reconcile net loss tonet
      cash used by operating activities:Non-cash
      depreciation
            
            
            2,060
            
            
            
            1,006
            
            
            
            33,110Subscriptions
      Received
            
            
            3,500
            
            
            
            (12,150
            )
            
            
            39,455Subscription
      ReceivableNon
      Cash Common Stock for services
            
            
            
            
            
            
            
            
            
            
            373,979Change
      in operating assets and liabilities:Accounts
      Payable
            
            
            (312
            )
            
            
            (18,370
            )
            
            
            9,676Inventory
            
            
            (2,087
            )
            
            
            
            
            
            
            (13,093
            )Deposits
            
            
            
            
            
            
            99,955
            
            
            
            265,385Prepaid
      Expenses
            
            
            
            
            
            
            771
            
            
            
            (11,088
            )Net
      cash (used by) operating  activities
            
            
            (24,936
            )
            
            
            (730
            )
            
            
            (448,698
            )Cash
      flows from investing activities:Acquisition
      of patents
            
            
            
            
            
            
            
            
            
            
            (121,610
            )Acquisition
      of equipment
            
            
            
            
            
            
            
            
            
            
            (59,092
            )Acquisition
      of water vessels
            
            
            
            
            
            
            (4,200
            )
            
            
            (17,957
            )Net
      cash (used by) investing activities
            
            
            -
            
            
            
            (4,200
            )
            
            
            (198,659
            )Cash
      flows from financing activities:Common
      stock issued for cash
            
            
            
            
            
            
            
            
            
            
            564,768Proceeds/Repayment
      of officer's loan
            
            
            
            
            
            
            
            
            
            
            17,089Bank
      Advance
            
            
            
            
            
            
            25,000Other
      Contributed Capital
            
            
            
            
            
            
            19,834
            
            
            
            49,852Net
      cash (used by) provided by financing
      activities
            
            
            -
            
            
            
            44,834
            
            
            
            631,709Effect
      of exchange rates on cash
            
            
            3,231
            
            
            
            8,313
            
            
            
            30,352Net
      increase (decrease) in cash
            
            
            (21,705
            )
            
            
            48,217
            
            
            
            14,704Cash,
      beginning of the period
            
            
            36,409
            
            
            
            219,492
            
            
            
            -Cash,
      end of the period
            
            $
            14,704
            
            
            $
            267,709
            
            
            $
            14,704Supplemental
      cash flow disclosure:Interest
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            741Taxes
      paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -




F-3





PURIO INC.(A
      Development Stage Company)CONSOLIDATED
      STATEMENT OF STOCKHOLDERS' EQUITYFor the
      Period from December 31, 2007 to March 31, 2009(Unaudited)Common
      Stock
            
            
            Additional
            
            
            AccumulatedDeficit during
            
            
            Total
      Shareholders'Number
      of Shares
            
            
            Par
      Value
            
            
            Paid-In
      Capital
            
            
            the
      Development Stage
            
            
            Equity
      (Deficit)Balances,
      December 31, 2007
            
            
            55,000,000
            
            
            $
            55,000
            
            
            $
            62,593
            
            
            $
            (758,450
            )
            
            $
            259,143Feb 13,
      2008:  shares issued in share exchange agreement
            
            
            27,734,063
            
            
            
            27,734
            
            
            
            (27,734
            )Feb 13,
      2008:  retirement of shares
            
            
            (27,500,000
            )
            
            
            (27,500
            )
            
            
            27,500Merger
      Adjustments
            
            
            
            
            
            
            
            
            
            
            (28,994
            )
            
            
            
            
            
            
            (28,994
            )Net loss for
      the year ended December 31, 2008
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (332,454
            )
            
            
            (332,454
            )Balances,
      December 31, 2008
            
            
            55,234,063
            
            
            $
            55,234
            
            
            $
            933,365
            
            
            $
            (1,090,904
            )
            
            $
            (102,305
            )Net loss for
      the 3 months ended March 31, 2009
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (24,866
            )
            
            
            (24,866
            )55,234,063
            
            
            $
            55,234
            
            
            $
            933,365
            
            
            $
            (1,115,770)
            
            
            $
            (127,171)







F-4




PURIO
INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


AS OF
MARCH 31, 2009


(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
Environmental. 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.




F-5




(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 will 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 Statement of Financial Accounting Standard (“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





SFAS 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, 2009, 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:


2009
              2008NumeratorBasic and
      diluted net loss per share:Net
      Loss
              $(24,866)
              $(71,942)DenominatorBasic and
      diluted weighted average number of shares outstanding
              55,234,063
              55,123,608Basic and Diluted Net Loss Per
      Share:
              $(0.00)
              $(0.00)





F-6




(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 No.
121.





(I)   
            Recent Accounting
Pronouncements





In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 157, “Fair Value
Measurements”.  The objective of SFAS No. 157 is to increase
consistency and comparability in fair value measurements and to expand
disclosures about fair value measurements.  SFAS No. 157 defines fair
value, establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
 SFAS No. 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 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 provisions 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 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; and 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.




F-7




(J)           
   Foreign Currency
Translation





In
accordance with SFAS No. 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 $3,231 in the three months ended March 31, 2008 primarily
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 August Property in the Kettle River Region of British
Columbia, Canada for a purchase price of $3,600.  The property consists of
2 mineral claims known as the Kenrick #1 and Hard To Beat Claims.





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





Because the company
had 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).





On October 29,
2007, the Company effected a 5:1 forward split of its common
stock.





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 Environmental. 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.




F-8




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





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





At
March 31, 2009, the Company is authorized to issue 375,000,000 shares, of which
there are 55,234,063 shares issued and outstanding.





NOTE4       GOING
CONCERN





As
reflected in the accompanying financial statements, the Company is in the
development stage with no operations, and from inception has a consolidated net
loss of $1,115,770.  The Company has negative consolidated working
capital of $292,720 and a stockholders’ deficit of $127,171 as at March 31,
2009.  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
5       LITIGATION





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




F-9




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





Explanatory
Note





As
reported in our current report on Form 8-K filed with the United States
Securities and Exchange Commission (the “SEC”) on February 14, 2008, we
completed a share exchange transaction with Purio Environmental Water Source,
Inc., a private Nevada corporation (“Purio”), and the shareholders of Purio that
resulted in Purio becoming our wholly-owned subsidiary and our new operating
business as of February 13, 2008. The closing of the share exchange transaction
resulted in a change of control of our company. The share exchange transaction
was accounted for as a reverse acquisition and, as a result, our consolidated
financial statements are, in substance, those of Purio, with our assets,
liabilities, revenues and expenses included effective from the date of the
closing of the share exchange transaction.





Forward Looking
Statements





This quarterly
report on Form 10-Q contains forward-looking statements that involve risks and
uncertainties. 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", "expect", "plan", "anticipate", "believe",
"estimate", "predict", "potential" or "continue" or the negative of these terms
or other comparable terminology. These statements are only
predictions.





While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested in this report. Except as required by applicable law, 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 U.S. dollars and are prepared in accordance
with generally accepted accounting principles in the United States. The
following discussion should be read in conjunction with our financial statements
and the related notes that appear elsewhere in this quarterly
report.





As
used in this quarterly report, the terms "we", "us", "our" and "our company"
mean Purio Inc., unless otherwise indicated.





Business
Overview





As
of the closing date of the share exchange agreement on February 13, 2008, we
adopted the business of Purio, which involves selling clarified and reclaimed
product water for human consumption, as well as 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.





Purio owns
proprietary water clarification technology suitable for a broad number of
applications including the clarification of surface water, industrial process
water and sewage. We intend to use Purio’s technology initially for industrial
and commercial applications to reclaim water and reduce the need for fresh water
in such applications. We further intend to use Purio’s technology to produce
potable water for commercial and residential use. In all cases, we intend for
Purio to retain ownership and operation of its proprietary technology and to
sell the water to end users.





We
also intend to distribute a comprehensive line of in-home and office drinking
water purification equipment in Canada and the Unites States.





3




Results of
Operations





Our results of
operations are presented below:





Three
      Months Ended
              March
      31, 2009
              ($)
            
            
            Three
      Months Ended
              March
      31, 2008
              ($)
            
            
            Period
      from
              November
      16, 1999
              (Date
      of Inception) to
              March
      31, 2009
              ($)Revenue
            
            
            -
            
            
            
            277
            
            
            
            5,113Selling
      Expenses
            
            
            -
            
            
            
            -
            
            
            
            40,345General
      and Administrative  Expenses
            
            
            28,097
            
            
            
            72,219
            
            
            
            1,110,890Net
      Loss
            
            
            28,097
            
            
            
            71,942
            
            
            
            1,146,122





Results
of Operations for the Three Month Period Ended March 31, 2009 and for the period
from November 16, 1999 (Date of Inception) to March 31, 2009.





For the three month
period ended March 31, 2009 we incurred a net loss of $28,097, compared to a net
loss of $71,942 during the same period in fiscal 2008. Our net loss from
inception to March 31, 2009 was $1,700,899. We did not experience any net loss
per share for three month period ended March 31, 2009, compared to a net loss
per share of $0.001 for the same period in fiscal 2008.





Our total operating
expenses for the three month period ended March 31, 2009 were $28,097, compared
to total operating expenses of $72,219 for the same period in fiscal 2008. Our
total operating expenses from our inception on November 16, 1999 to March 31,
2009 were $1,110,890.





Our total operating
expenses for the three month period ended March 31, 2009 consisted entirely of
general and administrative expenses, including $6,176 in professional fees,
$8,158 in occupancy costs, $2,060 in depreciation and $11,343 in other general
and administrative expenses. We did not incur any other operating expenses
during this period.





Our total operating
expenses for the three month period ended March 31, 2008 consisted entirely of
general and administrative expenses, including $25,476 in professional fees,
$18,105 in consulting fees, $1,007 in depreciation, $3,600 in impairment of
mineral rights and $24, 031 in other general and administrative expenses. We did
not incur any other operating expenses during this period.




4




Our total operating
expenses from our inception on November 16, 1999 to March 31, 2009 consisted of
$40,345 in selling expenses, $352,697 in professional fees, $22,219 in
exploration costs and advances, $30,397 in occupancy costs, $430,698 in
consulting fees, $33,110 in depreciation, $3,600 in impairment of mineral
rights,$4,987 in stock transfer fees, $42,894 in administration and $190,288 in
other general and administrative expenses.





Our general and
administrative expenses consisted of travel, meals and entertainment, office
maintenance, communication expenses (cellular, internet, fax and telephone),
office supplies, web development and courier and postage costs. Our professional
fees consisted of legal, accounting and auditing fees.





The decrease in
operating expenses for the three month period ended March 31, 2009 was primarily
due to a decrease in our professional fees and our consulting fees.





Liquidity and Capital
Resources





As
of March 31, 2009 we had cash of $14,704 in our bank accounts. As of March 31,
2009 we also had prepaid expenses of $11,088, inventory of $13,093, property and
equipment of $43,939 and patents of $121,610, for total assets of
$204,434.





As
of March 31, 2009 we had a working capital deficit of $292,720. Our accumulated
deficit from our inception on November 16, 1999 to March 31, 2009 was $1,115,770
and was funded primarily through equity financing.





We
are dependent on funds raised through our equity financing. Our net loss of
$1,146,122 from our inception on November 16, 1999 to March 31, 2009 was funded
primarily through equity financing.





For the three month
period ended March 31, 2009 we spent net cash of $24,396 on operating
activities, compared to net cash spending of $730 on operating activities during
the same period in fiscal 2008. The increase in expenditures on operating
activities for the three months ended March 31, 2009 was primarily due to a
decrease in our deposits.





For the three month
period ended March 31, 2009 we did not engage in any investing activities,
compared to net cash spending of $4,200 on investing activities during the same
period in fiscal 2008.





For the three month
period ended March 31, 2009 we did not engage in any financing activities,
compared to net cash received of $44,834 from financing activities during the
same period in fiscal 2008. The decrease in receipts from financing activities
for the three months ended March 31, 2009 was primarily due to the absence of a
bank advance and a decrease in other contributed capital.





During the three
months ended March 31, 2009 our monthly cash requirements to fund our operating
activities was approximately $7,235 compared to approximately $16,072 during the
same period in fiscal 2008. Our cash of $14,704 as of March 31, 2009 is
sufficient to cover our current monthly burn rate for more than two
months.





5




We
estimate our planned expenses for the next 12 months (beginning May 2009) to be
approximately $1,000,000, as summarized in the table below:





Description
            Potential
              Completion
      Date
            Estimated
              Expenses
              ($)Construction
      or purchase of purification equipment
            12
      months
            500,000Marketing
      expenses
            12
      months
            300,000Research and
      development
            12
      months
            50,000Professional
      fees (legal, accounting and auditing fees)
            12
      months
            100,000Other general
      and administrative expenses
            12
      months
            50,000Total
            
            1,000,000





Our general and
administrative expenses for the year will consist of travel, meals and
entertainment, office maintenance, communication expenses (cellular, internet,
fax and telephone), office supplies, web development and courier and postage
costs. Our professional fees include legal, accounting and auditing fees, and
are related to our regulatory filings throughout the year.





Based on our
planned expenditures, we require additional funds of approximately $985,300 (a
total of $1,000,000 less our approximately $14,700 in cash as of March 31, 2009)
to proceed with our business plan over the next 12 months. If we are not able to
obtain additional financing on a timely basis, we will be unable to conduct our
operations as planned, and we will not be able to meet our obligations as they
become due. In such event, we will be forced to scale down or perhaps even cease
our operations.





Future
Financings





We
have generated limited revenues, have achieved losses since our inception, and
rely upon the sale of our securities to fund our operations. We anticipate that
we will incur substantial losses for the foreseeable future, and we are
dependent upon obtaining outside financing to carry out our operations. Our
financial statements for the three months ended March 31, 2009 have been
prepared on a going concern basis and do not include any adjustments that might
result from the outcome of this uncertainty.





We
will require approximately $1,000,000 over the next 12 months in order to enable
us to proceed with our plan of operations, including paying our ongoing
expenses. These cash requirements are in excess of our current cash and working
capital resources. Accordingly, we intend to raise the balance of our cash
requirements for the next 12 months (approximately $985,300) from private
placements, shareholder loans or possibly a registered public offering (either
self-underwritten or through a broker-dealer). If we are unsuccessful in raising
enough money through such efforts, we may review other financing possibilities
such as bank loans. At this time we do not have a commitment from any
broker-dealer to provide us with financing, and there is no guarantee that any
financing will be available to us or if available, on terms that will be
acceptable to us.





If
we are unable to obtain the necessary additional financing, then we plan to
reduce the amounts that we spend on our operations, our professional fees and
our other general and administrative expenses so as not to exceed the amount of
capital resources that are available to us. If we do not secure additional
financing our current cash reserves and working capital will be not be
sufficient to enable us to sustain our operations and for the next 12 months,
even if we do decide to scale back our operations.





6




Off-Balance Sheet
Arrangements





We
have no significant 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 are material to
stockholders.





Critical Accounting
Policies





Our financial
statements are affected by the accounting policies used and the estimates and
assumptions made by management during their preparation. A complete summary of
these policies is included in Note 1 of the notes to our financial
statements. We have identified below the accounting policies that are of
particular importance in the presentation of our financial position, results of
operations and cash flows, and which require the application of significant
judgment by management.





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.





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 No. 121.





Inflation





The amounts
presented in the financial statements do not provide for the effect of inflation
on our operations or financial position. The net operating losses shown would be
greater than reported if the effects of inflation were reflected either by
charging operations with amounts that represent replacement costs or by using
other inflation adjustments.





Item 3.       
Quantitative and Qualitative Disclosures About Market Risk





Not
applicable.





7




Item 4.       
Controls and Procedures





Disclosure
Controls





We
maintain disclosure controls and procedures (as defined in Rule 13a-15(e)
and Rule 15d-15(e) under the Exchange Act) designed to provide reasonable
assurance the information required to be reported in our Exchange Act filings is
recorded, processed, summarized and reported within the time periods specified
and pursuant to Securities and Exchange Commission rules and forms, including
controls and procedures designed to ensure that this information is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.





As
of the end of the period covered by this report, our management, with the
participation of our Chief Executive Officer and Chief Financial Officer,
carried out an evaluation of the effectiveness of our disclosure controls and
procedures. Based upon this evaluation, our Chief Executive Officer and our
Chief Financial Officer concluded that our disclosure controls and procedures
were (1) designed to ensure that material information relating to our
Company is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, in a timely manner, particularly
during the period in which this report was being prepared, and
(2) effective, in that they provide reasonable assurance that information
we are required to disclose in the reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission’s rules and
forms.





Changes in Internal
Control





There were no
changes in our internal control over financial reporting (as defined in Rule
13a-15(e) and Rule 15d-15(e) under the Exchange Act) during the quarterly period
ended March 31, 2009 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.





8




PART II – OTHER INFORMATION





Item
1.        Legal
Proceedings





We
are not aware of any legal proceedings to which we are a party or of which our
property is the subject. None of our directors, officers, affiliates, any owner
of record or beneficially of more than 5% of our voting securities, or any
associate of any such director, officer, affiliate or security holder are (i) a
party adverse to us in any legal proceedings, or (ii) have a material interest
adverse to us in any legal proceedings. We are not aware of any other legal
proceedings that have been threatened against us.





Item
2.        Unregistered Sales of Equity
Securities





We
did not have any previously unreported sales of unregistered equity securities
during the period covered by this report.





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





ExhibitNumber
            ExhibitDescription31.1
            Certification pursuant to Rule 13a-14(a) or Rule
      15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of
  200232.1
            Certification pursuant to 18 U.S.C. 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002





9
  SIGNATURES





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





Date:
      May 15, 2009
            Purio
      Inc.By:
            /s/
      Daryl EnglishDaryl
      EnglishPresident,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer and
Director


10