UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)


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





For
the Quarterly Period Ended March 31, 2008





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





For
the Transition Period from _________ to _________





Commission
file number: 333-135783





WATERPURE
INTERNATIONAL, INC.


(Exact
name of registrant as specified on its charter)





Florida
            20-3217152(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification No.)





1600
Lower State Road


Doylestown, PA
18901


(Address
of principal executive offices)





(215)
491-1075


(Issuer’s
telephone number)








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


Yes [X] No [ ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, 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 [ ] Accelerated filer [ ] Non-accelerated filer [] 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 [ ] No [X]





As of May
5, 2008, there were 29,061,876 shares of registrant’s common stock
outstanding.





-1-





WATERPURE
INTERNATIONAL, INC.








INDEXPART
      I.
            FINANCIAL
      INFORMATIONITEM
      1.
            Balance
      sheets at March 31, 2008 (unaudited) and June 30, 2007
            3Statements
      of operations for the three and nine months ended March 31, 2008 and 2007,
      and cumulative from July 22, 2005 (inception) through March 31, 2008
      (unaudited)
            4Statement
      of changes in stockholders’ equity for the period from July 22, 2005
      (inception) through March 31, 2008 (unaudited)
            5Statements
      of cash flows for the nine month period ended March 31, 2008, and 2007,
      and cumulative from July 22, 2005 (inception) through March 31,
      2008  (unaudited)
            6Notes
      to unaudited financial statements
            7-13ITEM
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            14-16ITEM
      3.
            Quantitative
      and Qualitative Disclosures about Market Risk
            17ITEM
      4T.
            Controls
      and Procedures
            17PART
      II.
            OTHER
      INFORMATIONITEM
      1.
            Legal
      Proceedings
            18ITEM
      1A.
            Risk
      Factors
            18ITEM
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            18ITEM
      3.
            Defaults
      Upon Senior Securities
            18ITEM
      4.
            Submission
      of Matters to a Vote of Security Holders
            18ITEM
      5.
            Other
      Information
            18ITEM
      6.
            Exhibits
            18SIGNATURES
            19





-2-




WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS





March
      31,
              
              
              June
      30,2008
              
              
              2007(Unaudited)
              
              
              (Audited)ASSETSCash
              
              $
              4,657
              
              
              $
              10,918Accounts
      receivable - net of allowance ($205 at March 31, 2008 and $-0- at June 30,
      2007)
              
              
              26,228
              
              
              
              6,904Other
      receivables
              
              
              -
              
              
              
              7,000Inventories
              
              
              81,361
              
              
              
              63,642Prepaid
      consulting fees
              
              
              11,100
              
              
              
              -Other
              
              
              7,035
              
              
              
              7,035Total
      current assets
              
              
              130,381
              
              
              
              95,499Trademark
              
              
              325
              
              
              
              325Security
      deposit
              
              
              -
              
              
              
              200Intangible
      asset - license, net of accumulated amortization
              
              
              1,073,126
              
              
              
              -Total
      assets
              
              $
              1,203,832
              
              
              $
              96,024LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT
      LIABILITIESAccounts
      payable
              
              $
              43,942
              
              
              $
              3,098Accrued
      expenses
              
              
              291,960
              
              
              
              33,525Notes
      payable
              
              
              25,000
              
              
              
              50,000Due
      to officers
              
              
              66,126
              
              
              
              13,373Due
      to stockholders
              
              
              93,904
              
              
              
              74,350Total
      current liabilities
              
              
              520,932
              
              
              
              174,346Accrued
      royalties payable
              
              
              482,729
              
              
              
              -Convertible
      debt
              
              
              50,000
              
              
              
              50,000STOCKHOLDERS'
      EQUITY (DEFICIENCY)Common
      stock, par value $.0001 per share; 100,000,000 shares
      authorized
              
              
              2,729
              
              
              
              2,127Common
      stock to be issued
              
              
              462,500
              
              
              
              -Additional
      paid in capital
              
              
              2,530,777
              
              
              
              1,047,143Deficit
      accumulated during the development stage
              
              
              (2,845,835
              )
              
              
              (1,177,592
              )Total
      stockholders' equity (deficiency)
              
              
              150,171
              
              
              
              (128,322
              )Total
      liabilities and stockholders' equity (deficiency)
              
              $
              1,203,832
              
              
              $
              96,024










The
accompanying notes are an integral part of these financial
statements.




-3-




WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF OPERATIONS


(Unaudited)







July
      22, 2005Three
      months
              
              
              Three
      months
              
              
              Nine
      months
              
              
              Nine
      months
              
              
              (inception)ended
              
              
              ended
              
              
              ended
              
              
              ended
              
              
              throughMarch
      31,
              
              
              March
      31,
              
              
              March
      31,
              
              
              March
      31,
              
              
              March
      31,2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              2008REVENUES
              
              $
              40,896
              
              
              $
              -
              
              
              $
              62,243
              
              
              $
              -
              
              
              $
              68,522COST
      OF GOODS SOLD
              
              
              36,205
              
              
              
              -
              
              
              
              55,686
              
              
              
              -
              
              
              
              59,097Gross
      profit
              
              
              4,691
              
              
              
              -
              
              
              
              6,557
              
              
              
              -
              
              
              
              9,425EXPENSESGeneral
      and administrative expenses
              
              
              1,196,327
              
              
              
              49,192
              
              
              
              1,624,674
              
              
              
              107,179
              
              
              
              2,785,069LOSS
      FROM OPERATIONS
              
              
              (1,191,636
              )
              
              
              (49,192
              )
              
              
              (1,618,117
              )
              
              
              (107,179
              )
              
              
              (2,775,644
              )Interest
      expense
              
              
              4,078
              
              
              
              -
              
              
              
              10,523
              
              
              
              -
              
              
              
              30,588Accrection
      of accrued royalties
              
              
              17,865
              
              
              
              -
              
              
              
              17,865
              
              
              
              -
              
              
              
              17,865Amortization
      expense
              
              
              16,341
              
              
              
              -
              
              
              
              21,738
              
              
              
              -
              
              
              
              21,738Loss
      before provision for income taxes
              
              
              (1,229,920
              )
              
              
              (49,192
              )
              
              
              (1,668,243
              )
              
              
              (107,179
              )
              
              
              (2,845,835
              )Provision
      for income taxes
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (1,229,920
              )
              
              $
              (49,192
              )
              
              $
              (1,668,243
              )
              
              $
              (107,179
              )
              
              $
              (2,845,835
              )Net
      loss per share basic and diluted
              
              $
              (0.05
              )
              
              NIL
              
              
              $
              (0.07
              )
              
              $
              (0.01
              )
              
              $
              (0.14
              )Weighted
      average per common share
              
              
              26,004,997
              
              
              
              20,611,750
              
              
              
              23,256,714
              
              
              
              20,611,750
              
              
              
              20,878,490


The
accompanying notes are an integral part of these financial
statements.





-4-




WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY


FOR THE PERIOD FROM
JULY 22, 2005 (INCEPTION) THROUGH MARCH 31, 2008




Common
      stock to be issued
              
              
              Common
      stock issued and outstanding
              
              
              Additonal
      paid in capital
              
              
              Deficit
      accumulated during the development stage
              
              
              Total
      stockholders' equity (deficiency)Shares
              
              
              Amount
              
              
              Shares
              
              
              AmountBalance
      July 22, 2005 (inception)
              
              
              -
              
              
              $
              -
              
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Common
      stock to be issued in connection with Incorporation (July 22,
      2005)
              
              
              4,000,000
              
              
              
              10,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              10,000Common
      stock to be issued for consulting services
              
              
              16,150,000
              
              
              
              40,375
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              40,375Common
      stock to be issued - private placement, net of issuance costs of
      $58,255
              
              
              461,750
              
              
              
              126,445
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              126,445Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (64,361
              )
              
              
              (64,361
              )Balance
      June 30, 2006
              
              
              20,611,750
              
              
              
              176,820
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (64,361
              )
              
              
              112,459Issuance
      of shares
              
              
              (20,611,750
              )
              
              
              (176,820
              )
              
              
              20,611,750
              
              
              
              2,061
              
              
              
              174,759
              
              
              
              -
              
              
              
              -Beneficial
      conversion of loan discount
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              18,750
              
              
              
              -
              
              
              
              18,750Common
      stock issued for consulting services
              
              
              -
              
              
              
              -
              
              
              
              660,000
              
              
              
              66
              
              
              
              622,334
              
              
              
              -
              
              
              
              622,400Issuance
      of options as compensation
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              231,300
              
              
              
              -
              
              
              
              231,300Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,113,231
              )
              
              
              (1,113,231
              )Balance
      June 30, 2007
              
              
              -
              
              
              
              -
              
              
              
              21,271,750
              
              
              
              2,127
              
              
              
              1,047,143
              
              
              
              (1,177,592
              )
              
              
              (128,322
              )Common
      stock to be issued (unaudited)
              
              
              2,825,000
              
              
              
              462,500
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              462,500Issuance
      of shares (unaudited)
              
              
              -
              
              
              
              -
              
              
              
              2,805,000
              
              
              
              281
              
              
              
              317,719
              
              
              
              -
              
              
              
              318,000Issuance
      of shares as repayment of amount due to stockholders
      (unaudited)
              
              
              -
              
              
              
              -
              
              
              
              467,626
              
              
              
              47
              
              
              
              70,097
              
              
              
              -
              
              
              
              70,144Common
      stock issued for consulting services (unaudited)
              
              
              -
              
              
              
              -
              
              
              
              2,621,750
              
              
              
              262
              
              
              
              519,425
              
              
              
              -
              
              
              
              519,687Issuance
      of options as compensation (unaudited)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              576,092
              
              
              
              -
              
              
              
              576,092Exercise
      of options (unaudited)
              
              
              -
              
              
              
              -
              
              
              
              125,000
              
              
              
              12
              
              
              
              301
              
              
              
              -
              
              
              
              313Net
      loss (unaudited)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,668,243
              )
              
              
              (1,668,243
              )Balance
      March 31, 2008
              
              
              2,825,000
              
              
              $
              462,500
              
              
              
              27,291,126
              
              
              $
              2,729
              
              
              
              2,530,777
              
              
              $
              (2,845,835
              )
              
              $
              150,171




The accompanying
notes are an integral part of these financial statements.





-5-




WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


(UNAUDITED)


July
      22, 2005Nine
      months
              
              
              Nine
      months
              
              
              (inception)ended
              
              
              ended
              
              
              throughMarch
      31,
              
              
              March
      31,
              
              
              March
      31,2008
              
              
              2007
              
              
              2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (1,668,243
              )
              
              $
              (107,179
              )
              
              $
              (2,845,835
              )Adjustments
      to reconcile net loss to net cash used in operatingactivities:Accretion
      of accrued royaties
              
              
              17,865
              
              
              
              -
              
              
              
              17,865Amortization
      of  intangible asset - license
              
              
              21,738
              
              
              
              -
              
              
              
              21,738Common
      stock issued for consulting services
              
              
              519,687
              
              
              
              -
              
              
              
              1,182,462Stock
      compensation expense pursuant to stock options
              
              
              576,092
              
              
              
              -
              
              
              
              807,392Amortization
      of beneficial conversion discount
              
              
              -
              
              
              
              -
              
              
              
              18,750Changes
      in operating assets and liabilities(Increase)/Decrease
      in:Accounts
      receivable
              
              
              (19,324
              )
              
              
              -
              
              
              
              (26,228
              )Other
      receivables
              
              
              7,000
              
              
              
              -
              
              
              
              -Inventories
              
              
              (17,719
              )
              
              
              -
              
              
              
              (81,361
              )Prepaid
      consulting fees
              
              
              (11,100
              )
              
              
              -
              
              
              
              (11,100
              )Other
              
              
              -
              
              
              
              (2,831
              )
              
              
              (7,035
              )Security
      deposits
              
              
              200
              
              
              
              -
              
              
              
              -Increase/(Decrease)
      in:Accounts
      payable and accrued expenses
              
              
              59,279
              
              
              
              14,755
              
              
              
              95,902Net
      cash used in operating activities
              
              
              (514,525
              )
              
              
              (95,255
              )
              
              
              (827,450
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Purchase
      of license
              
              
              (60,000
              )
              
              
              -
              
              
              
              (60,000
              )Trademark
              
              
              -
              
              
              
              (325
              )
              
              
              (325
              )Net
      cash used in investing activities
              
              
              (60,000
              )
              
              
              (325
              )
              
              
              (60,325
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Net
      proceeds from sale of stock and exercise of stock options
              
              
              450,813
              
              
              
              -
              
              
              
              587,258Proceeds
      from notes payable
              
              
              -
              
              
              
              31,350
              
              
              
              50,000Repayment
      of notes payable
              
              
              (25,000
              )
              
              
              -
              
              
              
              (25,000
              )Advances
      from officers
              
              
              52,753
              
              
              
              14,177
              
              
              
              66,126Advances
      from stockholders
              
              
              89,698
              
              
              
              -
              
              
              
              164,048Proceeds
      from convertible debt
              
              
              -
              
              
              
              -
              
              
              
              50,000Net
      cash provided by financing activities
              
              
              568,264
              
              
              
              45,527
              
              
              
              892,432NET
      INCREASE/(DECREASE) IN CASH
              
              
              (6,261
              )
              
              
              (50,053
              )
              
              
              4,657CASH,
      beginning of period
              
              
              10,918
              
              
              
              53,515
              
              
              
              -CASH,
      end of period
              
              $
              4,657
              
              
              $
              3,462
              
              
              $
              4,657






Supplemental
      disclosures of cash flow
information:


1The Company is to issue
1,500,000 shares of common stock valued at $330,000 for the license acquisition
as described in Note 3


2The Company recorded a
liability of $240,000 for amounts owed for the license acquisition as described
in Note 3


3The Company recorded accrued
royalties payable of $464,864, which represents the present value of the
guaranteed minimum payments for the license acquisition as described in Note
3


4The Company issued 467,626
shares of common stock valued at $70,144 as repayment of amounts due to
stockholders as described in Notes 6 and 7





The
accompanying notes are an integral part of these financial
statements.





-6-





WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS





NOTE
1 - BASIS OF PRESENTATION





The
accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and the rules and regulations of the
Securities and Exchange Commission (the “SEC”). Certain information and footnote
disclosures normally included in the Company’s annual financial statements have
been condensed or omitted. In the Company’s opinion, the unaudited interim
financial statements and accompanying notes reflect all adjustments, consisting
of normal and recurring adjustments that are necessary for a fair presentation
of its financial position and operating results for the interim periods ended
March 31, 2008 and 2007 and cumulative from inception (July 22, 2005) to March
31, 2008.





The
results of operations for the interim periods are not necessarily indicative of
the results to be expected for the entire fiscal year. This Form 10-Q should be
read in conjunction with the audited financial statements and notes thereto
included in the Company’s Form 10-KSB as of June 30, 2007 and filed September
28, 2007.





NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES





NATURE
OF OPERATIONS





WaterPure
International, Inc. (a development stage company) (the “Company”) was
incorporated in the state of Florida on July 22, 2005, for the purpose of
marketing selected private label products and services to the small office
and/or home office as well as the consumer markets. The Company intends to
market and eventually to manufacture the licensed Atmospheric Water Generators
from Everest Water Ltd. These devices harvest pure drinking water from ambient
air. These machines are engineered to produce drinking water virtually free of
any material, bacterial, organic or other contaminants. The Company also intends
to market Mineral Additives that will permit addition of organic minerals,
flavors and other desired additives to water produced by the machine. The
Products will bear our own exclusive WaterPure branding.




DEVELOPMENT
STAGE COMPANY





The
Company is considered a development stage company as defined by Statement of
Financial Accounting Standards (SFAS) No. 7, “Accounting and Reporting by
Development Stage Enterprises,” as it has no principal operations and
minimal revenue. Operations from the Company’s inception through March 31, 2008
were devoted primarily to strategic planning, raising capital and developing
revenue-generating opportunities.





USE
OF ESTIMATES





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts and disclosures in
the financial statements. Actual results could differ from those
estimates.





CASH
AND CASH EQUIVALENTS





The
Company considers financial instruments with a maturity date of three months or
less from the date of purchase to be cash equivalents. The Company had no cash
equivalents at March 31, 2008 and June 30, 2007.




ACCOUNTS
      RECIEVABLE




The
Company makes judgments about the collectibilty of accounts receivable in order
to present them at their net realizable value on the balance sheet.  Such
judgments require careful analysis of the aging of customer accounts,
consideration of why accounts have not been paid, and review of historical bad
debt issues.  From this analysis, the Company determines an estimated
allowance for receivables that will ultimately become uncollectible.  As of
March 31, 2008, the Company had an allowance for bad debts of
$205.





-7-




WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS




NOTE
      2 - SIGNIFICANT ACCOUNTING POLICIES
(continued)




INVENTORIES





The
Company states inventories at the lower of cost or market.  As of March 31,
2008, inventories consisted of purchased finished goods plus directly
attributable acquisition costs.  Cost of inventory is determined using the
weighted average cost method.  The Company assesses the need to establish
inventory reserves for excess, obsolete or slow-moving inventory based on
changes in customer demand, technology developments and other
factors.





INTANGIBLE
      ASSETS





The
Company accounts for its intangible assets (Everest license-Note
3) in accordance with SFAS No. 142, “Goodwill and Other Intangible
Assets”. SFAS No. 142 requires that intangible assets with
finite lives, such as the Company’s license, be amortized over their respective
estimated lives and reviewed for impairment whenever events or other changes in
circumstances indicate that the carrying amount may not be recoverable in
accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”. An impairment charge is recognized if a
reporting unit’s intangible asset carrying amount exceeds its implied fair
value.




CONVERTIBLE
DEBT





The
Company accounts for its convertible debt in accordance with the provisions of
Emerging Issues Task Force Issue (“EITF”) 98-5 “Accounting for Convertible
Securities with Beneficial Conversion Features,”(“EITF 98-5”) and EITF
00-27 “Application of EITF
98-5 to Certain Convertible Instruments,” which require the embedded
beneficial conversion features present in convertible securities to be valued
separately at issuance and recognized and measured by allocating a portion of
the proceeds equal to the intrinsic value of that feature to additional paid-in
capital. The Company recognizes the resulting discount as interest expense over
the minimum period from date of issuance through the date of earliest conversion
using the effective interest method.





REVENUE
      RECOGNITION




The
Company recognizes revenue in accordance with Securities and Exchange Commission
(“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, “Revenue Recognition,” which
outlines the four basic criteria that must be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has
occurred or services have been rendered; (3) the fee is fixed or determinable;
and (4) collectibility is reasonably assured.  Determination of criteria
(3) and (4) are based on management’s judgments regarding the fixed nature of
the fee charged for services rendered and products delivered and the
collectibility of those fees.




INCOME
TAXES





The
Company recognizes deferred tax liabilities and assets for the expected future
tax consequences of events that have been included in the financial statements
or tax returns. Deferred tax liabilities and assets are determined based on the
differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse. The Company has a valuation allowance
against the full amount of its net deferred tax assets. The Company currently
provides a valuation allowance against deferred tax assets when it is more
likely than not that some portion, or all of its deferred tax assets, will not
be realized.





CONCENTRATIONS
OF CREDIT RISK





The
Company’s financial instruments that are exposed to a concentration of credit
risk are cash and accounts receivable. The Company places its cash with a high
credit quality institution. At March 31, 2008, the Company’s cash balance on
deposit did not exceed federal depository insurance limits. The Company
routinely assess the financial strength of its customers, and, as a result,
believes that their accounts receivable credit risk exposure is
limited.





-8-





WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS





NOTE
2 - SIGNIFICANT ACCOUNTING POLICIES (continued)





FAIR
VALUE OF FINANCIAL INSTRUMENTS





Statement
of Financial Accounting Standards (SFAS) No. 107, Fair Value of Financial
Instruments, requires disclosure of the fair value of financial
instruments for which determination of fair value is practicable. SFAS No. 107
defines the fair value of a financial instrument as the amount at which the
instruments could be exchanged in a current transaction between willing parties.
The carrying amount of cash, accounts receivable, accounts payable and accrued
expenses, due to officers and due to stockholders approximate fair value because
of the immediate or short-term maturity of these financial instruments. The fair
value of the notes payable was estimated by discounting the future cash flows
using current rates offered by lenders for similar borrowings with similar
credit ratings. The fair value of the notes payable approximate their carrying
value. The fair value of the convertible notes is not determinable because of
the lack of any quoted market price or trading activity in the instruments (see
Note 4 for a description of these instruments). The carrying value of the
accrued royalties payable approximate fair value and was estimated by
discounting future cash flows using a 12% discount rate. The Company’s financial
instruments are held for other than trading purposes.





NET
LOSS PER COMMON SHARE





The
Company presents “basic” earnings (loss) per share and, if applicable, “diluted”
earnings per share pursuant to the provisions of SFAS No. 128, Earnings per Share. Basic
earnings (loss) per share are calculated by dividing net income or loss by the
weighted average number of common shares outstanding during each
period.





STOCK
BASED COMPENSATION





The
Company accounts for equity instruments exchanged for services in accordance
with Statement of Financial Accounting Standards (“SFAS”) No. 123(R),“Share-Based
Payment.”  Under the provisions of SFAS No. 123(R), share-based
compensation issued to employees is measured at the grant date, based on the
fair value of the award, and is recognized as an expense over the requisite
service period (generally the vesting period of the grant). Share-based
compensation issued to non-employees is measured at the grant date, based on the
fair value of the consideration received or the fair value of the equity
instruments issued, whichever is more readily measurable, and is recognized as
an expense over the requisite service period.





RECENT
ACCOUNTING PRONOUNCEMENTS





There are
no recently issued accounting pronouncements that are expected to have a
significant impact on the Company’s financial statements.





NOTE
3 – INTANGIBLE ASSETS - LICENSE





On
December 7, 2007, the Company entered into licensing agreements with Everest
Water LTD for the manufacturing and marketing rights to Atmospheric Water
Generators and mineral additive units. The Company agreed to pay $300,000, and
issue 1,500,000 shares of the Company’s common stock valued at $330,000 as
consideration under this agreement. The Company paid $50,000 with the execution
of the agreement and an additional $10,000 in March 2008, and is currently in
discussions to create new payment terms in an amendment to the agreement. The
stock will be issued in two allotments: 1,000,000 shares which is being held
until completion of the prototype machine per the agreement and an additional
500,000 shares 90 days later. The Company will pay Everest Water LTD an 8%
royalty payment with a guaranteed minimum payment of $100,000 per year beginning
in year four of the agreement. This agreement terminates with the expiration of
the patent on September 3, 2024.





-9-





WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS





NOTE
3 – INTANGIBLE ASSETS – LICENSE (continued)





The
following table summarizes the various components of the Everest license as of
March 31, 2008 and 2007:







Contingencies
- Royalties





Pursuant
to the licensing agreement as described above, the Company will pay Everest
Water LTD an 8% royalty payment with a guaranteed minimum payment of $100,000
beginning in year four of the agreement. This agreement terminates with the
expiration of the patent on September 3, 2024. The Company has recognized a
license cost and liability of $482,729, which represents the present value of
the fourteen annual $100,000 payments that start in the fourth year of the
agreement using a 12% discount rate.





NOTE
4 – NOTES PAYABLE





The
Company entered into a Securities Purchase Agreement with accredited investors
on May 21, 2007 for the issuance of an aggregate of $50,000 of notes payable.
The notes payable accrue interest at 12% per annum and were due six months from
the date of the note.  On November 15,2007
the term of these notes was extended for another six months.





During
the nine months ended March 31, 2008, the Company repaid $25,000 of the
note.





NOTE
5 – CONVERTIBLE DEBT





The
Company entered into a Securities Purchase Agreement with accredited investors
on May 21, 2007 for the issuance of an aggregate of $50,000 of convertible notes
(“Convertible Notes”). The Convertible Notes accrue interest at 12% per annum
and are due two years from the date of the note.  The note holder has
the option to convert any unpaid note principal to the Company’s common stock at
a rate of $0.25.





In
accordance with EITF 98-5, during the year ended June 30, 2007, the Company
recorded a debt discount of $18,750 on the debt, representing the intrinsic
value of the beneficial conversion features based upon the difference between
the fair value of the underlying common stock at the commitment date and the
effective conversion price embedded in the debt. The Company recognized this
amount as interest expense on the commitment date as the beneficial conversion
features were exercisable immediately.  The Company determined fair
value to be the closing market price of the stock at the commitment date. The
Company determined the commitment date of the loans to be the date of the
agreement.





NOTE
6 - STOCKHOLDERS’ EQUITY





During
the nine months ended March 31, 2008, the Company issued 2,634,250 shares of its
common stock for consulting services totaling $531,562. The Company also
redeemed 12,500 shares that had been issued with a value of
$11,875.





During
the nine months ended March 31, 2008, the Company issued 467,626 shares of
common stock for $70,144 due to stockholders.





During
the nine months ended March 31, 2008, in separate private placement
transactions, the Company issued 125,000 shares at $.40 per share for a total of
$50,000 and 2,680,000 shares at $.10 per share for a total of $268,000. The fair
value of the shares issued was determined based on the closing market price of
the shares at the date of the agreements.





-10-





WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS





NOTE
6 - STOCKHOLDERS’ EQUITY (continued)





The
Company is to issue 1,500,000 shares of common stock valued at $330,000 for the
license acquisition as described in Note 3.





The
Company is to issue 1,325,000 shares for the $132,500 of funds raised and
collected relating to a private placement initiated in December
2007.





NOTE
7 - RELATED PARTY TRANSACTIONS





LEASE





In April
2006, the Company entered into a sublease for the rental of its office space
with Collectible Concepts Group, Inc. a company whose Chief Executive Officer is
also the President of the Company, for $170 per month for a six month period. In
October 2007, the lease was extended for an additional twelve
months.




DUE
TO OFFICER





During
the nine months ended March 31, 2008, an officer advanced cash to the Company in
the amount of $52,753 to fund working capital needs to pay operating expenses.
The total amount due to this officer was $66,126 and $13,373 as of March 31,
2008 and June 30, 2007, respectively. The Company does not intend to pay
interest on the amounts borrowed from this officer.





DUE
TO STOCKHOLDERS





During
the nine months ended March 31, 2008, certain stockholders advanced cash to the
Company in the amount of $89,698 to fund working capital needs. The Company
issued 467,626 shares of common stock as repayment for $70,144 of the amount due
to stockholders. The total amount due to stockholders was $93,904 and $74,350 as
of March 31, 2008 and June 30, 2007, respectively. The Company does not intend
to pay interest on the amounts borrowed from stockholders.





NOTE
8 – STOCK OPTIONS





At the
time of inception (July 22, 2005), the Company issued 125,000 options to one of
its consultants for services rendered. The exercise price was $.0025, the
options were immediately exercisable, and expired five years from the grant
date. These options were exercised on August 29, 2007.





During
the year ended June 30, 2007, the Company issued 500,000 options to one of its
executive officers. The exercise price was $0.55, which was the price of the
Company’s common stock on the grant date.  The options were
immediately exercisable and expire five years from the grant
date.  The fair values of the options were estimated at the date of
grant using the Black-Scholes option price model. The Company determined that
the stock option compensation was $231,300 and was recognized during the year
ended June 30, 2007.





During
the nine months ended March 31, 2008, the Company issued 3,000,000 options to
one of its executive officers. The exercise price was $0.10, which is a discount
to the price of the Company’s common stock price of $.20 on the grant
date.  The options were immediately exercisable and expire five years
from the grant date.  The fair values of the options were estimated at
the date of grant using the Black-Scholes option price model. The Company
determined that the stock option compensation was $576,092 and was recognized
during the three and nine months ended March 31, 2008.





-11-




WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS





NOTE
8 – STOCK OPTIONS (continued)





To
determine the fair value of the options granted during the nine months ended
March 31, 2008, the Company used the following assumptions in their
Black-Scholes option -price calculation:







These
assumptions were determined as follows:





·
            The
      risk free interest rate for the period within the contractual life of the
      option is based on the 5-year U.S. Treasury yield at the time of the
      grant.





·
            The
      expected term of the options granted represents the period of time that
      the options granted are expected to be
  outstanding.





·
            Historically,
      the Company has not paid a dividend on its common shares and does not
      expect to do so in the future.





·
            The
      volatility assumption represents an expectation of the volatility of the
      price of the underlying shares for the expected term of the option,
      considering factors such as historical stock price and stock volatility of
      other companies within the
industry.





The
following is a summary of the status of stock option activity for the period
from inception (July 22, 2005) through March 2008:


Options
            
            
            Weighted
      Average Exercise PriceOutstanding
      as of July 22, 2005 (inception)
            
            
            -
            
            
            $
            -Granted
            
            
            125,000
            
            
            
            0.0025Exercised
            
            
            -
            
            
            
            -Forfeited
            
            
            -
            
            
            
            -Expired
            
            
            -
            
            
            
            -Outstanding
      as of June 30, 2006
            
            
            125,000
            
            
            $
            0.0025Granted
            
            
            500,000
            
            
            
            0.55Exercised
            
            
            -
            
            
            
            -Forfeited
            
            
            -
            
            
            
            -Expired
            
            
            -
            
            
            
            -Outstanding
      as of June 30, 2007
            
            
            625,000
            
            
            $
            0.44Granted
            
            
            3,000,000
            
            
            
            0.10Exercised
            
            
            125,000
            
            
            
            0.0025Forfeited
            
            
            -
            
            
            
            -Expired
            
            
            -
            
            
            
            -Outstanding
      as of March 31, 2008
            
            
            3,500,000
            
            
            $
            0.164




-12-




WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS





NOTE
8 – STOCK OPTIONS (continued)





During
the nine months ended March 31, 2008, 125,000 options were exercised
and $313 was received from the exercise of options.





The
intrinsic value of the options granted was $300,000 at March 31,
2008.





NOTE
9 - INCOME TAXES





The
Company adopted the provisions of FASB Interpretation No. 48, “Accounting for
Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN
No. 48”), on July 1, 2007. FIN No. 48 requires that the impact of tax positions
be recognized in the financial statements if they are more likely than not of
being sustained upon examination, based on the technical merits of the position.
As discussed in the June 30, 2007 financial statements in the Form 10-KSB, the
Company has a valuation allowance against the full amount of its net deferred
tax assets. The Company currently provides a valuation allowance against
deferred tax assets when it is more likely than not that some portion, or all of
its deferred tax assets, will not be realized. There was no impact to the
Company as a result of adopting FIN No. 48 as the Company’s management has
determined that the Company has no uncertain tax positions requiring recognition
under FIN No. 48 both on July 1, 2007 (adoption) and on March 31,
2008.





The
Company is subject to U.S. federal income tax as well as income tax of certain
state jurisdictions.  The Company has not been audited by the I.R.S.
or any states in connection with income taxes. The periods from inception – 2007
remain open to examination by the I.R.S. and state authorities.





The
Company recognizes interest accrued related to unrecognized tax benefits in
interest expense. Penalties, if incurred, are recognized as a component of tax
expense.





NOTE
10 - GOING CONCERN/MANAGEMENT’S PLAN





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the realization of assets
and the settlement of liabilities and commitments in the normal course of
business. The Company has incurred a net loss since its inception totaling
$2,845,835, has earned minimal revenues and has negative working capital as of
March 31, 2008. These matters raise substantial doubt about the Company’s
ability to continue as a going concern. These financial statements do not
include adjustments that might result from the outcome of this uncertainty. In
order to generate revenues and the working capital needed to continue and expand
operations, the Company’s management has committed to a plan for increasing
retail distribution channels for its products and raising additional capital.
There can be no assurances, however, that the Company will be able to obtain the
necessary funding to finance their operations or grow revenue in sufficient
amounts to fund their operations.








NOTE
11 - SUBSEQUENT EVENTS





In April
2008, the Company entered into an agreement with a law firm. The agreement
stipulates that the Company will issue 100,000 shares of common stock as
compensation for legal services that will be performed from April through June
2008.


.


-13-




ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





This
Management's Discussion and Analysis of Financial Condition and Results of
Operations includes a number of forward-looking statements that reflect
Management's current views with respect to future events and financial
performance. You can identify these statements by forward-looking words such as
“may,” “will,” “expect,” “anticipate,” “believe,” “estimate” and “continue,” or
similar words.  Those statements include statements regarding the
intent, belief or current expectations of us and members of our management team
as well as the assumptions on which such statements are based. Prospective
investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risk and uncertainties, and that
actual results may differ materially from those contemplated by such
forward-looking statements.





Readers
are urged to carefully review and consider the various disclosures made by us in
this report and in our other reports filed with the Securities and Exchange
Commission.  Important  factors  currently  known  to
Management  could  cause  actual  results  to
differ  materially  from  those in
forward-looking  statements.  We undertake no obligation to
update or revise forward-looking statements to reflect changed assumptions, the
occurrence of unanticipated events or changes in the future operating results
over time. We believe that our assumptions are based upon reasonable data
derived from and known about our business and operations.  No
assurances are made that actual results of operations or the results of our
future activities will not differ materially from our
assumptions.  Factors that could cause differences include, but are
not limited to, expected market demand for our products, fluctuations in pricing
for materials, and competition.





Overview





We were
organized under the laws of the state of Florida on July 22, 2005 and are doing
business as a marketer of the WaterPure Atmospheric Water Generator, a branded
product we have obtained pursuant to a marketing license agreement. We were
structured as a marketing entity and therefore have not been engaged in the
design, development or manufacturing of the WaterPure Atmospheric Water
Generator, however, we do intend to manufacture our own licensed products in the
future. We intend to market our products in North America, South America and the
Caribbean providing various versions of our devices, which produce drinking
water from ambient air.





We are
currently organizing our distribution and marketing programs and intend to place
our products into the retail market through distributor relationships. Our
intent will be on establishing defined sales channels and supporting them with
meaningful marketing programs to the extent that funds are available. We have
sold a small number of units and have generated minimal revenues from
operations.





Our
current product line consists of three atmospheric water generators (“AWG’s”)
suitable for home/small office use and for higher volume office or commercial
use. These AWG’s take the air we breathe and transform it into fresh, safe
drinking water. Operating on standard 110v power in the U.S., consumer and
office model AWGs look and operate similar to typical water coolers but without
the need for expensive delivery and heavy lifting of 5 gallon water jugs. The
AWG’s condensation and purification process takes water out of ambient air
(humidity) and filters and purifies the water from any foreign matter,
bacterial, organic and other impurities. Our products bear our own exclusive
WaterPure branding. We registered WaterPure brand as our registered
trademark.





-14-




We have
been marketing three models of AWG’s from two different suppliers and have
generated minimal revenues from operations. All three models are marketed
pursuant to a license agreement from Everest Water Ltd. As a result of lack of
financing to purchase AWG’s, we have chosen not to continue our supply
relationship with the Korean manufacturer, however, we may reestablish the
relationship at any time. In December 2007, we entered into two worldwide
license agreements with Everest Water Ltd. for the manufacturing and marketing
rights to advanced models of AWG’s. One license is a non-exclusive license for a
stand-alone water generator and the second license is an exclusive license for a
Mineral Additive water generator process that will permit the addition of
organic minerals, flavors and other additives to water produced by the machine.
We agreed to pay $300,000 and issue 1,500,000 shares of our common stock, valued
at $330,000 as consideration for this agreement. We paid $50,000 with the
execution of the agreement and an additional $10,000 in March 2008, and are
currently in discussions to create new payment terms in an amendment to the
agreement. The stock will be issued in two allotments: 1,000,000 shares, which
are being held until completion of the prototype machine per the agreement and
an additional 500,000 shares 90 days later. The Company will pay Everest Water
LTD an 8% royalty payment with a guaranteed minimum annual payment of $100,000
beginning in year of the agreement. This agreement terminates with the
expiration of the patent on September 3, 2024.





Our
purpose in acquiring these intellectual property rights is to enable us to
either directly or indirectly manufacture our own products.  We are
currently interviewing existing manufacturers of similar products as potential
contractors to produce the initial run of the new products. There can be no
assurance, however, that we will be successful in locating a contractor to
manufacture our new products and we may be forced to implement our own in-house
manufacturing facility. If we are unable to obtain sufficient capital to fund
the implementation of such a manufacturing facility it may have a material
adverse effect on our revenue and profit plan.





On March
3, 2008, we entered into a Marketing and Exclusive Supply Agreement with an
experienced team of network marketers who will be operating under a newly formed
company calledXZIEX,
Inc. XZIEX is a network marketing company whose principal purpose is to sell our
AWG products through direct sales channels.





The
founders of XZIEX have represented to us that they have over 50 years of
combined experience in network selling and built direct sales organizations of
over 200,000 distributors. XZIEX’s marketing plan will promote both the AWG
products and the network selling business opportunity using television, internet
marketing and face-to-face marketing.





In
December 2007, we initiated a private placement for 2,000,000 shares of our
common stock valued at $0.10 per share. At March 31, 2008, we had raised
$400,500 from this offering, and have raised an additional $5,000 subsequent to
March 31, 2008.





On
January 1, 2008, we entered into an employment agreement with Paul S Lipschutz,
our Chief Executive Officer for a three-year period, which provides salary,
bonuses, and other fringe benefits. The base salary will be $150,000 annually
and Mr. Lipschutz received options to purchase 3,000,000 shares of our common
stock, exercisable at $.10 per share. The options are immediately exercisable
and expire five years from the grant date.





Results
of Operations





For
the Period from July 22, 2005 (Inception) through March 31, 2008





Since we were formed on July 22, 2005,
we have earned approximately $68,500 in revenues and have incurred a cumulative
net loss since our inception of $2.8 million through March 31, 2008. Operations
from inception through March 31, 2008 were devoted primarily to strategic
planning, raising capital and developing revenue-generating
opportunities.




-15-




Liquidity
and Capital Resources





As of
March 31, 2008, we have a working capital deficit of $390,551, have earned
minimal revenues and have incurred a net loss from our inception through March
31, 2008 totaling $2,845,835.





We have
financed our losses through the issuance of our common stock, and loans from
officers and stockholders. During the nine months ended March 31, 2008, we
received the following capital infusions: $450,813 from the sale of our common
stock, and loans from officers and stockholders totaling $52,753 and $89,698,
respectively. We issued 467,626 shares of our common stock to repay $70,144 in
advances from stockholders. We do not intend to pay interest on the advances
borrowed from officers and stockholders.





We do not
have enough capital to support operations for the next 12 months. We anticipate
we will need approximately $2 million, consisting of approximately $900,000 for
manufacturing, $200,000 for sales and marketing and $800,000 for general and
administrative expenses and working capital. An additional $100,000 would be
utilized for the production and execution of our marketing support program. We
currently do not have any commitments for additional capital, and have no
assurances that capital will be available on terms acceptable to us, or at
all.





Our
independent auditors have issued a going concern paragraph in their opinion on
our consolidated financial statements for the fiscal year ended June 30, 2007
that states there is substantial doubt about our ability to ontinue as a going
concern. Our ability to continue as a going concern is dependent on our ability
to access capital through debt and equity funding as well as market and sell our
various products.





Critical
Accounting Policies





Our
financial statements are prepared based on the application of accounting
principles generally accepted in the United States of America.  These
accounting principles require us to exercise significant judgment about future
events that affect the amounts reported throughout our financial
statements.  Actual events could unfold quite differently than our
previous judgments had predicted.  Therefore the estimates and
assumptions inherent in the financial statements included in this report could
be materially different once those actual events are known.  We
believe the following policies may involve a higher degree of judgment and
complexity in their application and represent critical accounting policies used
in the preparation of our financial statements.  If different
assumptions or estimates were used, our financial statements could be materially
different from those included in this report.




Revenue
Recognition:We recognizes revenue in
accordance with Securities and Exchange Commission (“SEC”) Staff Accounting
Bulletin (“SAB”) No. 104, “Revenue Recognition,” which
outlines the four basic criteria that must be met before revenue can be
recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has
occurred or services have been rendered; (3) the fee is fixed or determinable;
and (4) collectibility is reasonably assured.  Determination of criteria
(3) and (4) are based on management’s judgments regarding the fixed nature of
the fee charged for services rendered and products delivered and the
collectibility of those fees.




-16-




Accounts
Receivable:We must make judgments
about the collectibility of our accounts receivable to be able to present them
at their net realizable value on the balance sheet.  To do this, we
carefully analyze the aging of our customer accounts, try to understand why
accounts have not been paid, and review historical bad debt
problems.  From this analysis, we record an estimated allowance for
receivables that we believe will ultimately become uncollectible.  As
of March 31, 2008, we had an allowance for bad debts of $205.  We
actively manage our accounts receivable to minimize our credit risks and believe
that our current allowance for doubtful accounts is fairly stated.





Realizability of Inventory
Values:  We make judgments about the ultimate realizability of
our inventory in order to record our inventory at its lower of cost or
market.  These judgments involve reviewing current demand for our
products in comparison to present inventory levels and reviewing inventory costs
compared to current market values.  As of March 31, 2008, we had
inventory of $81,361on hand.





Intangible Assets: We
accounts for our intangible assets (Everest License-Note
3) in accordance with SFAS No. 142, “Goodwill and Other Intangible
Assets”. SFAS No. 142 requires that intangible assets with
finite lives, such as the Company’s license, be amortized over their respective
estimated lives and reviewed for impairment whenever events or other changes in
circumstances indicate that the carrying amount may not be recoverable in
accordance with SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-Lived Assets”. An impairment charge is recognized if a
reporting unit’s intangible asset carrying amount exceeds its implied fair
value.





Fair Value of Financial
Instruments:Statement of Financial Accounting Standards (SFAS) No. 107,
Fair Value of Financial
Instruments, requires disclosure of the fair value of financial
instruments for which determination of fair value is practicable. SFAS No. 107
defines the fair value of a financial instrument as the amount at which the
instruments could be exchanged in a current transaction between willing parties.
The carrying amount of cash, accounts receivable, accounts payable and accrued
expenses, due to officers and due to stockholders approximate fair value because
of the immediate or short-term maturity of these financial instruments. The fair
value of the notes payable was estimated by discounting the future cash flows
using current rates offered by lenders for similar borrowings with similar
credit ratings. The fair value of the notes payable approximate their carrying
value. The fair value of the convertible notes is not determinable because of
the lack of any quoted market price or trading activity in the instruments (see
Note 4 for a description of these instruments). The carrying value of the
accrued royalties payable approximate fair value and was estimated by
discounting future cash flows using a 12% discount rate. Our financial
instruments are held for other than trading purposes.





Recent
Accounting Pronouncements





There are
no recently issued accounting pronouncements that are expected to have a
significant impact on our financial statements.











ITEM
3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not required under Regulation S-K for
“smaller reporting companies.”





ITEM 4T - CONTROLS AND
PROCEDURES





(a)
Evaluation of disclosure controls and procedures.





Our
management, with the participation of our chief executive officer and chief
financial officer, evaluated the effectiveness of our disclosure controls and
procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as
of March 31, 2008. In designing and evaluating the disclosure controls and
procedures, 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. In addition, the design of disclosure
controls and procedures must reflect the fact that there are resource
constraints and that management is required to apply its judgment in evaluating
the benefits of possible controls and procedures relative to their
costs.





Based
on our evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures are designed at a
reasonable assurance level and are effective to provide reasonable assurance
that information we are required to disclose in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and
forms, and that such 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.





(b)
Changes in internal control over financial reporting.





We regularly
review our system of internal control over financial reporting and make changes
to our processes and systems to improve controls and increase efficiency, while
ensuring that we maintain an effective internal control environment. Changes may
include such activities as implementing new, more efficient systems,
consolidating activities, and migrating processes.





There
were no changes in our internal control over financial reporting that occurred
during the period covered by this Quarterly Report on Form 10-Q that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.





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PART
II - OTHER INFORMATION




Item
1. Legal Proceedings




We are
currently not a party to any material legal proceedings or claims.





Item
1A. Risk Factors





Not
required under Regulation S-K for “smaller reporting companies.”





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




During
the three months ended March 31, 2008, we issued 1,680,000 shares for $168,000,
to raise working capital. The shares were issued to three accredited investors
in a transaction exempt under Rule 506 of Regulation D promulgated under Section
4(2) of the Securities Act of 1933, as amended.




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





31.1
            Certification
      of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a),
      promulgated under the Securities and Exchange Act of 1934, as
      amended





31.2
            Certification
      of Chief Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a),
      promulgated under the Securities and Exchange Act of 1934, as
      amended





32.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Executive
  Officer)





32.2
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Financial
  Officer)




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SIGNATURES







Pursuant
to the  requirements 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.







WATERPURE
INTERNATIONAL, INC.





Date:  May
      15, 2008
            By:/s/ PAUL S. LIPSCHUTZPaul
      S. LipschutzPresident
      (Principal Executive Officer)Date:  May
      15, 2008
            By:/s/ ROBERT F. ORRRobert
      F. OrrChief
      Financial Officer (Principal Financial Officer and Principal Accounting
      Officer)








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