UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(Mark
One)


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





For
the Quarterly Period Ended September 30, 2009





 ̈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 in its charter)





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





525
Plymouth Road, Suite 310


Plymouth Meeting, PA19462


(Address
of principal executive offices) (zip code)





(954)
728-2405


(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 x No  ̈ .





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o   No
o





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 oNon-accelerated
      filer o
            Smaller
      reporting company x(Do
      not check if a smaller reporting company)





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
November 13, 2009, there were 112,173,986 shares of registrant’s common stock
outstanding.













WATERPURE
INTERNATIONAL, INC.








INDEXPART
      I.
            FINANCIAL
      INFORMATIONITEM
      1
            Financial
      StatementsBalance
      sheets as of September 30, 2009 (unaudited) and June 30,
    2009
            3Statements
      of operations for the three month periods ended September 30, 2009 and
      2008, and cumulative from July 22, 2005 (inception) through September 30,
      2009 (unaudited)
            4Statement
      of changes in stockholders’ equity (deficiency) for the period from July
      22, 2005 (inception) through September 30, 2009
(unaudited)
            5Statements
      of cash flows for the three month periods ended September 30, 2009 and
      2008, and cumulative from July 22, 2005 (inception) through September 30,
      2009  (unaudited)
            7Notes
      to financial statements (unaudited)
            8-16ITEM
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            17-19ITEM
      3.
            Quantitative
      and Qualitative Disclosures about Market Risk
            19ITEM
      4.
            Controls
      and Procedures
            20PART
      II.
            OTHER
      INFORMATIONITEM
      1.
            Legal
      Proceedings
            21ITEM
      1A.
            Risk
      Factors
            21ITEM
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            21ITEM
      3.
            Defaults
      Upon Senior Securities
            21ITEM
      4.
            Submission
      of Matters to a Vote of Security Holders
            21ITEM
      5.
            Other
      Information
            21ITEM
      6.
            Exhibits
            21SIGNATURES
            22








2





WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEETS




September
      30,2009
              
              
              June
      30,(Unaudited)
              
              
              2009ASSETSCash
              
              $
              3,531
              
              
              $
              -Accounts
      receivable - net of allowance ($26,059 at September 30, 2009
      and  $22,759 at June 30, 2009)
              
              
              -
              
              
              
              -Inventories
              
              
              10,133
              
              
              
              15,960Total
      current assets
              
              
              13,664
              
              
              
              15,960Trademark
              
              
              325
              
              
              
              325Intangible
      asset - license, net of accumulated amortization
              
              
              975,738
              
              
              
              992,221Total
      assets
              
              $
              989,727
              
              
              $
              1,008,506LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIENCY)CURRENT
      LIABILITIESAccounts
      payable
              
              $
              116,360
              
              
              $
              120,888Accrued
      expenses
              
              
              333,240
              
              
              
              282,532Accrued
      royalties payable - current
              
              
              110,000
              
              
              
              50,000Licensing
      fees - current
              
              
              232,000
              
              
              
              167,000Deferred
      revenue - current
              
              
              -
              
              
              
              1,800Deposits
              
              
              21,800
              
              
              
              -Notes
      payable
              
              
              25,000
              
              
              
              25,000Convertible
      debt
              
              
              101,563
              
              
              
              105,938Due
      to officers
              
              
              87,664
              
              
              
              103,229Due
      to stockholders
              
              
              86,124
              
              
              
              87,124Total
      current liabilities
              
              
              1,113,751
              
              
              
              943,511Accrued
      royalties payable - non current
              
              
              692,929
              
              
              
              735,053Licensing
      fees - non current
              
              
              128,662
              
              
              
              185,983Deferred
      revenue - non current
              
              
              135,900
              
              
              
              98,400Total
      Liabilities
              
              
              2,071,242
              
              
              
              1,962,947STOCKHOLDERS'
      EQUITY (DEFICIENCY)Common
      stock, par value $.0001 per share; 100,000,000 authorized
              
              
              10,372
              
              
              
              9,242Common
      stock to-be-issued
              
              
              -
              
              
              
              2,500Additional
      paid-in-capital
              
              
              3,986,544
              
              
              
              3,924,174Deficit
      accumulated during the development stage
              
              
              (5,078,431
              )
              
              
              (4,890,357
              )Total
      stockholders' deficiency
              
              
              (1,081,515
              )
              
              
              (954,441
              )Total
      liabilities and stockholders' equity (deficiency)
              
              $
              989,727
              
              
              $
              1,008,506







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











3





WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)





STATEMENTS
OF OPERATIONS


FOR THE THREE MONTHS ENDED SEPTEMBER
30, 2009 AND SEPTEMBER 30, 2008 AND FOR THE PERIOD FROM JULY 22, 2005
(INCEPTION) THROUGH SEPTEMBER 30, 2009


(Unaudited)




July
      22, 2005Three
      months
              
              
              Three
      months
              
              
              (inception)ended
              
              
              ended
              
              
              throughSeptember
      30,
              
              
              September
      30,
              
              
              September
      30,2009
              
              
              2008
              
              
              2009REVENUES
              
              $
              15,906
              
              
              $
              48,012
              
              
              $
              208,208COST
      OF GOODS SOLD
              
              
              11,070
              
              
              
              31,088
              
              
              
              172,615Gross
      profit
              
              $
              4,836
              
              
              $
              16,924
              
              
              $
              35,593EXPENSESGeneral
      and administrative expenses
              
              
              139,713
              
              
              
              428,977
              
              
              
              4,764,317LOSS
      FROM OPERATIONS
              
              
              (134,877
              )
              
              
              (412,053
              )
              
              
              (4,728,724
              )Interest
      expense
              
              
              3,034
              
              
              
              2,250
              
              
              
              46,791Accretion
      of accrued royalties
              
              
              30,555
              
              
              
              28,509
              
              
              
              162,227Amortization
      expense
              
              
              19,608
              
              
              
              15,742
              
              
              
              140,689Loss
      before provision for income taxes
              
              
              (188,074
              )
              
              
              (458,554
              )
              
              
              (5,078,431
              )Provision
      for income taxes
              
              
              -
              
              
              
              -
              
              
              
              -Net
      loss
              
              $
              (188,074
              )
              
              $
              (458,554
              )
              
              $
              (5,078,431
              )Net
      loss per share basic and diluted
              
              nil
              
              
              $
              (0.01
              )
              
              $
              (0.15
              )Weighted
      average shares outstanding
              
              
              93,277,959
              
              
              
              36,403,752
              
              
              
              33,805,685


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(DEFICIENCY)


FOR THE PERIOD FROM
JULY 22, 2005 (INCEPTION) THROUGH SEPTEMBER 30, 2009








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 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 for 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
            
            
            1,750,000
            
            
            
            355,000
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            355,000Issuance
      of shares
            
            
            -
            
            
            
            -
            
            
            
            4,330,000
            
            
            
            433
            
            
            
            468,567
            
            
            
            -
            
            
            
            469,000Issuance
      of shares as repayment of amount due to stockholders
            
            
            -
            
            
            
            -
            
            
            
            467,626
            
            
            
            47
            
            
            
            70,097
            
            
            
            -
            
            
            
            70,144Common
      stock issued for consulting services
            
            
            -
            
            
            
            -
            
            
            
            5,277,500
            
            
            
            528
            
            
            
            829,101
            
            
            
            -
            
            
            
            829,629Issuance
      of options for compensation
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            582,937
            
            
            
            -
            
            
            
            582,937Exercise
      of options
            
            
            -
            
            
            
            -
            
            
            
            125,000
            
            
            
            12
            
            
            
            301
            
            
            
            -
            
            
            
            313Net
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,289,370
            )
            
            
            (2,289,370
            )Balance
      June 30, 2008
            
            
            1,750,000
            
            
            
            355,000
            
            
            
            31,471,876
            
            
            
            3,147
            
            
            
            2,998,146
            
            
            
            (3,466,962
            )
            
            
            (110,669
            )






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


5





WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENT
OF CHANGES IN STOCKHOLDERS’ EQUITY(DEFICIENCY)


FOR THE PERIOD FROM
JULY 22, 2005 (INCEPTION) THROUGH SEPTEMBER 30, 2009


(continued)





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
              
              
              AmountCancellation
      of common stock to-be-issued
              
              
              (1,500,000
              )
              
              $
              (330,000
              )
              
              
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              (330,000
              )Issuance
      of shares
              
              
              (250,000
              )
              
              
              (25,000
              )
              
              
              20,849,999
              
              
              
              2,085
              
              
              
              113,615
              
              
              
              -
              
              
              
              90,700Issuance
      of shares as repayment of amount due to officers
              
              
              -
              
              
              
              -
              
              
              
              1,000,000
              
              
              
              100
              
              
              
              49,900
              
              
              
              -
              
              
              
              50,000Issuance
      of shares as repayment of amount due to stockholders
              
              
              -
              
              
              
              -
              
              
              
              666,111
              
              
              
              67
              
              
              
              41,483
              
              
              
              -
              
              
              
              41,550Beneficial
      conversion of loan discount
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              22,500
              
              
              
              -
              
              
              
              22,500Common
      stock issued for consulting services
              
              
              -
              
              
              
              -
              
              
              
              38,436,000
              
              
              
              3,843
              
              
              
              697,038
              
              
              
              -
              
              
              
              700,881Issuance
      of options as compensation
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,492
              
              
              
              -
              
              
              
              1,492Common
      stock to-be-issued
              
              
              500,000
              
              
              
              2,500
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,500Net
      loss
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,423,395
              )
              
              
              (1,423,395
              )Balance
      June 30, 2009
              
              
              500,000
              
              
              
              2,500
              
              
              
              92,423,986
              
              
              
              9,242
              
              
              
              3,924,174
              
              
              
              (4,890,357
              )
              
              
              (954,441
              )Issuance
      of shares (unaudited)
              
              
              (500,000
              )
              
              
              (2,500
              )
              
              
              10,500,000
              
              
              
              1,050
              
              
              
              51,450
              
              
              
              -
              
              
              
              50,000Common
      stock issued for consulting services (unaudited)
              
              
              -
              
              
              
              -
              
              
              
              800,000
              
              
              
              80
              
              
              
              10,920
              
              
              
              -
              
              
              
              11,000Net
      loss (unaudited)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (188,074
              )
              
              
              (188,074
              )Balance
      September 30, 2009
              
              
              -
              
              
              $
              -
              
              
              
              103,723,986
              
              
              $
              10,372
              
              
              $
              3,986,544
              
              
              $
              (5,078,431
              )
              
              $
              (1,081,515
              )


6


WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS


FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND SEPTEMBER 30, 2008 AND FOR THE


PERIODS
FROM JULY 22, 2005 (INCEPTION) THROUGH SEPTEMBER 30, 2009


(UNAUDITED)




July
      22, 2005Three
      months
              
              
              Three
      months
              
              
              (inception)ended
              
              
              ended
              
              
              throughSeptember
      30,
              
              
              September
      30,
              
              
              September
      30,2009
              
              
              2008
              
              
              2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              
              $
              (188,074
              )
              
              $
              (458,554
              )
              
              $
              (5,078,431
              )Adjustments
      to reconcile net loss to net cash used in operatingactivities:Accretion
      of accrued royalties
              
              
              30,555
              
              
              
              28,509
              
              
              
              162,227Amortization
      of  intangible asset - license
              
              
              16,483
              
              
              
              13,242
              
              
              
              119,126Common
      stock issued for consulting services
              
              
              11,000
              
              
              
              351,216
              
              
              
              2,204,285Issuance
      of stock options - employee
              
              
              -
              
              
              
              -
              
              
              
              815,729Amortization
      of beneficial conversion discount
              
              
              3,125
              
              
              
              2,500
              
              
              
              40,313Changes
      in operating assets and liabilities(Increase)/Decrease
      in:Accounts
      receivable
              
              
              -
              
              
              
              (19,416
              )
              
              
              -Inventories
              
              
              5,827
              
              
              
              16,780
              
              
              
              (10,133
              )Increase/(Decrease)
      in:Accounts
      payable and accrued expenses
              
              
              46,180
              
              
              
              (8,327
              )
              
              
              449,600Accured
      royalties and licensing fee payable
              
              
              (5,000
              )
              
              
              (12,500
              )
              
              
              (93,500
              )Deferred
      revenue
              
              
              57,500
              
              
              
              -
              
              
              
              157,700Net
      cash used in operating activities
              
              
              (22,404
              )
              
              
              (86,550
              )
              
              
              (1,233,084
              )CASH
      FLOWS FROM INVESTING ACTIVITIES:Trademark
              
              
              -
              
              
              
              -
              
              
              
              (325
              )Net
      cash used in investing activities
              
              
              -
              
              
              
              -
              
              
              
              (325
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Net
      proceeds from private placement
              
              
              -
              
              
              
              -
              
              
              
              126,445Proceeds
      from sale of founders shares
              
              
              -
              
              
              
              -
              
              
              
              10,000Net
      proceeds from sale of stock and exercise of stock options
              
              
              50,000
              
              
              
              -
              
              
              
              637,513Proceeds
      from notes payable
              
              
              -
              
              
              
              -
              
              
              
              50,000Repayment
      of notes payable
              
              
              -
              
              
              
              -
              
              
              
              (25,000
              )(Repayments)/advances
      from officers
              
              
              (15,565
              )
              
              
              3,979
              
              
              
              137,664(Repayments)/advances
      from stockholders
              
              
              (1,000
              )
              
              
              27,150
              
              
              
              197,818Proceeds
      from convertible debt
              
              
              -
              
              
              
              50,000
              
              
              
              110,000Repayment
      of convertible debt
              
              
              (7,500
              )
              
              
              -
              
              
              
              (7,500
              )Net
      cash provided by financing activities
              
              
              25,935
              
              
              
              81,129
              
              
              
              1,236,940NET
      INCREASE/(DECREASE) IN CASH
              
              
              3,531
              
              
              
              (5,421
              )
              
              
              3,531CASH,
      beginning of period
              
              
              -
              
              
              
              5,421
              
              
              
              -CASH,
      end of period
              
              $
              3,531
              
              
              $
              -
              
              
              $
              3,531




Supplemental
      disclosures of cash flow
information:


1)The
Company recorded a liability of $341,803 for amounts owed for the license
acquisition as described in Note 4 for the three months ended September 30,
2008.


2)The
Company recorded accrued royalties of $604,132, which represents the present
value of the guaranteed minimum payments for the license acquisition as
described in Note 4 for the three months ended September 30, 2008.


3)The
Company issued 1,666,111 shares of common stock valued at $91,550 as repayment
of amounts due to stockholders and officers as described in Note 6 for the three
months ended September 30, 2008.





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


7





WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS (UNAUDITED)





NOTE
1 - NATURE OF OPERATIONS





NATURE
OF OPERATIONS





WaterPure
International, Inc. (the “Company”) (a development stage 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., devices that 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 the Company’s own exclusive WaterPure branding.





BASIS
OF PRESENTATION





The
accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules and regulations of the Securities and Exchange Commission
(the “SEC”) for interim financial reporting. 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 three month interim
periods ended September 30, 2009 and 2008 and cumulative period from inception
(July 22, 2005) to September 30, 2009.





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 there to
included in the Company’s Form 10-K as of June 30, 2009 and for the period
commencing from inception (July 22, 2005) through June 30, 2009.





NOTE
2 - GOING CONCERN/MANAGEMENT’S PLAN





The
accompanying unaudited interim 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 $5,078,431, has earned minimal revenues and has a working
capital deficit of $1,100,087, as of September 30, 2009. 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 provide 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
3 - SIGNIFICANT ACCOUNTING POLICIES





DEVELOPMENT
STAGE COMPANY





The
Company is considered a development stage company as it has no principal
operations and minimal revenue. Operations from the Company’s inception through
September 30, 2009 were devoted primarily to strategic planning, raising capital
and developing revenue-generating opportunities.





8





WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED





NOTE
3 - SIGNIFICANT ACCOUNTING POLICIES (continued)





RECLASSIFICATION





Certain
amounts on the financial statements at September 30, 2008 have been reclassified
to conform to the current period presentation.





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 September 30, 2009 and June 30, 2009.





ACCOUNTS
RECEIVABLE





The
Company makes judgments about the collectibility of accounts receivable to be
able 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
September 30, 2009 and June 30, 2009, the Company had an allowance for bad debts
of $26,059 and $22,759 respectively.





INVENTORIES





The
Company states inventories at the lower of cost or market.  As of September
30, 2009 and June 30, 2009, 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.





LONG-LIVED
ASSETS AND OTHER INTANGIBLE ASSETS





The
Company amortizes its intangible assets with finite lives over their respective
estimated lives and requires that long-lived assets and certain intangible
assets be reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.  If undiscounted
expected future cash flows are less than the carrying value of the assets, an
impairment loss is to be recognized based on the fair value of the
assets. There were no such impairment losses as of September 30, 2009 and
June 30, 2009 respectively.





CONVERTIBLE
DEBT





The
Company accounts for its convertible debt by requiring the embedded beneficial
conversion features present in its 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.





REVENUE
RECOGNITION





The
Company recognizes revenue based on 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.




9





WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED





NOTE
3 - SIGNIFICANT ACCOUNTING POLICIES (continued)





DEFERRED
REVENUE





The
Company has entered into a four separate Master Distributorship Agreements with
third-parties whereby the third-parties will market and sell WaterPure branded
machines to customers and resellers. These third-parties have entered into
purchase commitments for 2,750 units and have deposited $137,500, which the
Company will apply in $50 increments towards each WaterPure atmospheric water
machine sold and delivered within twenty-four months of the execution of the
agreement. The Company has recorded the deposit as deferred revenue, and
recognizes the revenue as each machine is sold. The Company has sold 32 of these
machines and recognized $400 in revenue for the three months ended September 30,
2009 and $1,200 in revenue for the year ended June 30, 2009.





SHIPPING
& HANDLING COSTS





Outbound
shipping and handling costs are included in cost of goods sold in the
accompanying statements of operations. These transactions costs were $58 and
$419 for the three months ended September 30, 2009 and 2008,
respectively.





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. Differences between the financial statement
and tax basis of assets, liabilities, and other transactions did not result in a
provision for current or deferred income taxes for the periods from July 22,
2005 (inception) through September 30, 2009.





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 September 30, 2009, the Company’s cash balance on
deposit did not exceed federal depository insurance limits. The Company
routinely assesses the financial strengths of its customers and, as a result,
believes that their accounts receivable, net of reserves, credit risk exposure
is limited.





FAIR
VALUE MEASUREMENT





The
Company has partially implemented a framework for measuring fair value of
financial assets and financial liabilities except as it relates to nonrecurring
fair value measurements of nonfinancial assets and liabilities. The Company has
determined that none of its financial assets or liabilities are measured at fair
value on a recurring basis.





NET
LOSS PER COMMON SHARE





The
Company presents basic loss per share and, if applicable, diluted 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. The effect of computing the diluted income (loss) per share is
antidilutive and as such, basic and diluted earnings (loss) per share are the
same for the three month period ended September 30, 2009.





STOCK
BASED COMPENSATION AND PAYMENTS





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.





10







WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED





NOTE
3 - SIGNIFICANT ACCOUNTING POLICIES (continued)





RECENT
ACCOUNTING PRONOUNCEMENTS





In June
2009, the Financial Accounting Standards Board (“FASB”), launched the FASB
Accounting Standards Codification (“ASC”) as the single source of authoritative
U.S. GAAP recognized by the FASB. The ASC reorganizes various U.S. GAAP
pronouncements into accounting topics and displays them using a consistent
structure. All existing accounting standards documents are superseded as
described in Statement of Financial Accounting Standard (“SFAS”) No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles.All of the contents of the ASC carry the same level of authority,
effectively superseding SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles,which identified and ranked the sources of
accounting principles and the framework for selecting the principles used in
preparing financial statements in conformity with U.S. GAAP. Also included in
the ASC are rules and interpretive releases of the SEC, under authority of
federal securities laws that are also sources of authoritative U.S. GAAP for SEC
registrants. The ASC is effective for interim and annual periods ending after
September 15, 2009. The adoption of the ASC as of July 1, 2009 will have no
impact on our financial statements other than changing the way specific
accounting standards are referenced in our financial statements.





Effective
July 1, 2009 the Company adopted Statement of Financial Accounting No. 157,
Fair Value Measurements,(“SFAS No. 157”), which is now codified within ASC 820 Fair Value Measurements and
Disclosures,for nonfinancial assets and liabilities that are measured at
fair value on a non-recurring basis. Previous to July 1, 2009, SFAS No. 157 did
not apply to such assets and liabilities. The adoption of SFAS No. 157 on July
1, 2009 for such assets and liabilities did not have an impact on our financial
statements,





In May
2009, the FASB issued SFAS No. 165, Subsequent Events (“SFAS No.
165”), which is now codified within ASC 855 Subsequent Events. ASC 855
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. The adoption of this standard on July 1, 2009
required us to disclose the date through which we have evaluated subsequent
events and whether that date is the date the financials were
issued.





NOTE
4 – 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, plus
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 $20,000 through July 31, 2008. On August 1,
2008, the Company and Everest Water LTD modified the payment terms of their
licensing agreement, because the cash payment obligation under the original
agreement could not be met by the Company. Under the amended payment terms, the
Company cancelled the shares to be issued to Everest and agreed to pay Everest
$430,000 over 33 months starting September 1, 2008, plus 8% royalty payments
with guarantee minimum payments as follows: $50,000 in year one, $60,000 in year
two, $70,000 in year three, $90,000 in year four and $100,000 each year after
until the termination of the licensing agreement which coincides with the
expiration of the last patent in August 2027. The Company has accounted for this
modification as a troubled debt restructuring.





The
following table summarizes the various components of the Everest license as of
September 30, 2009 and June 30, 2009:




September
      30,
            
            
            June
      30,2009
            
            
            2009Cost
      of license described above
            
            $
            1,094,864
            
            
            $
            1,094,864Less:
      accumulated amortization
            
            
            119,126
            
            
            
            102,643License,
      net
            
            $
            975,738
            
            
            $
            992,221


Total
amortization for the three months ended September 30, 2009 and 2008 was $16,483
and $13,242, respectively.




11





WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED





NOTE
4 – INTANGIBLE ASSETS – LICENSE (continued)





Contingencies
- Royalties





Pursuant
to the licensing agreement as described above, the Company will pay Everest
Water LTD an 8% royalty payment with a guarantee minimum payment. The Company
has recognized a liability of $802,929, which represents the present value of
the minimum royalty payments using the effective discount rate.





The
Company has accounted for the modifications of the licensing agreement as a
troubled debt restructuring, and has reflected the net carrying amount of the
modified debt consistent with the carrying amount of the original troubled
debt.





NOTE
5 – NOTES PAYABLE





The
Company has a note payable with an accredited investor which accrues interest at
12% per annum and was originally due November 21, 2007.  On November
15, 2007, the terms of the note were extended for an additional six months. This
note is currently in default.





NOTE
6 – ADVANCES FROM OFFICERS AND SHAREHOLDERS





Officers
and stockholders of the Company have provided various short-term working capital
advances. During the three months ended September 30, 2009, repayments to
officers and stockholders under these borrowing arrangements totaled $15,565 and
$1,000, respectively. During the three months ended September 30, 2008,
short-term working capital advances from officers and stockholders under this
borrowing arrangement totaled $3,979 and $27,150, respectively. The Company does
not intend to pay interest on the principal borrowed from officers and
stockholders as the advances are intended to be short-term.





NOTE
7 – 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. 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 per share. 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 determined the commitment
date of the loans to be the date of the agreement.





The
Company entered into another Securities Purchase Agreement with accredited
investors on July 30, 2008 for the issuance of an aggregate of $50,000 of
convertible notes. The convertible notes accrue interest at 8% per annum and are
due one year from the date of the note.  The note holders have the
option to convert any unpaid note principal to the Company’s common stock at a
30% discount to the average five day stock price prior to conversion. During the
year ended June 30, 2009, the Company recorded a debt discount of $15,000 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 determined the commitment date of the loans to be the date of the
agreement.





The
Company entered into a Securities Purchase Agreement with accredited investors
on November 18, 2008 for the issuance of an aggregate of $10,000 of convertible
notes. The convertible notes accrue interest at 12% per annum and are due one
year 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
$0.005 per share. During the year ended June 30, 2009, the Company recorded a
debt discount of $7,500 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 determined the commitment
date of the loans to be the date of the agreement.




12







WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED





NOTE
8 - STOCKHOLDERS’ EQUITY





During
the three months ended September 30, 2009, the Company sold 10,000,000 shares in
private placements of its common stock for a total of $50,000. The fair value of
the shares was determined based on the closing market price of the shares at the
date of the agreements.





During
the three months ended September 30, 2009, the Company issued 800,000 shares of
its common stock for consulting services totaling $11,000.





NOTE
9 – STOCK OPTIONS





At the
time of inception (July 22, 2005), the Company issued 125,000 options to
purchase its common shares to one of its consultants for services rendered. The
exercise price was $0.0025, 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 purchase its
common shares to one of its executive officers. The exercise price is $0.55,
which was the price of the Company’s common stock on the grant
date.  The options are immediately exercisable and expire five years
from the grant date.  The fair value of the options was estimated at
the date of grant using the Black-Scholes option price model.





During
the year ended June 30, 2008, the Company issued 100,000 options to purchase its
common shares to one of its executive officers. The exercise price is $0.07,
which was the price of the Company’s common stock on the grant
date.  The options are immediately exercisable and expire five years
from the grant date.  The fair value of the options was estimated at
the date of grant using the Black-Scholes option price model. The Company
determined that the stock option compensation was $6,845 and was recognized
during the year ended June 30, 2008.





During
the year ended June 30, 2008, the Company also issued 3,000,000 options to
purchase its common shares to one of its executive officers. The exercise price
was $0.10, which was a discount to the price of the Company’s common stock of
$0.20 on the grant date.  The options are immediately exercisable and
expire five years from the grant date.  The fair value of the options
was 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 year ended June 30, 2008.





During
the year ended June 30, 2009, the Company issued 100,000 options to purchase its
common shares to one of its executive officers. The exercise price is $0.015,
which was the price of the Company’s common stock on the grant
date.  The options are 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 $1,492 and was recognized
during the year ended June 30, 2009.





To
determine the fair value of the options granted, the Company used the following
assumptions in its Black-Scholes option-price calculations:





Issue
      date
              
              June
      30, 2007
              
              
              January
      1, 2008
              
              
              June
      30, 2008
              
              
              June
      30, 2009Options
      issued
              
              
              500,000
              
              
              
              3,000,000
              
              
              
              100,000
              
              
              
              100,000Risk-free
      interest rate
              
              
              5
              %
              
              
              3
              %
              
              
              3
              %
              
              
              3
              %Expected
      option life
              
              5
      years
              
              
              5
      years
              
              
              5
      years
              
              
              5
      yearsDividend
      yield
              
              
              0
              %
              
              
              0
              %
              
              
              0
              %
              
              
              0
              %Volatility
              
              
              120
              %
              
              
              157
              %
              
              
              194
              %
              
              
              290
              %Exercise
      price
              
              $
              0.55
              
              
              $
              0.10
              
              
              $
              0.07
              
              
              $
              0.015


13










WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED





NOTE
9 – STOCK OPTIONS (continued)





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 September 30, 2009:





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
            
            
            0.5500Exercised
            
            
            -
            
            
            -Forfeited
            
            
            -
            
            
            -Expired
            
            
            -
            
            
            -Outstanding
      as of June 30, 2007
            
            
            625,000
            
            $
            0.4400Granted
            
            
            3,100,000
            
            
            0.0990Exercised
            
            
            125,000
            
            
            0.0025Forfeited
            
            
            -
            
            
            -Expired
            
            
            -
            
            
            -Outstanding
      as of June 30, 2008
            
            
            3,600,000
            
            $
            0.1610Granted
            
            
            100,000
            
            
            .0150Exercised
            
            
            -
            
            
            -Forfeited
            
            
            -
            
            
            -Expired
            
            
            -
            
            
            -Outstanding
      as of June 30, 2009
            
            
            3,700,000
            
            $
            0.1577Granted
            
            
            -
            
            
            -Exercised
            
            
            -
            
            
            -Forfeited
            
            
            -
            
            
            -Expired
            
            
            -
            
            
            -Outstanding
      as of September 30, 2009
            
            
            3,700,000
            
            $
            0.1577





125,000
options were exercised and $313 was received from the exercise of options
for the year ended June 30, 2008.





No
options were exercised and no funds were received from the exercise of
options during the three-month period ended September 30, 2009 and 2008
respectively.




14





WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED





NOTE
10 - RELATED PARTY TRANSACTIONS





LEASE





The
Company subleases its office space from Stein, Feldman and Sampson, LLC, of
which, Mr. Orr, the Company’s Chief Financial Officer is affiliated, for $500
per month on a month-to-month basis.





DUE
TO OFFICERS AND STOCKHOLDERS





During
the three-months ended September 30, 2009 and September 30, 2008, the Company
received advances, made repayments, and had amounts due to officers and
stockholders as disclosed in Note 6.





NOTE
11 - INCOME TAXES





The
Company recognizes the impact of tax positions in the financial statements if
they are more likely than not of being sustained upon examination, based on the
technical merits of the position. 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. The
Company’s management has determined that the Company has no uncertain tax
positions requiring recognition as of September 30, 2009.





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 – 2008
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
12 – COMMITMENTS





The
Company’s executive offices are located is located in Plymouth Meeting, PA. The
rent for the office space is $500 a month, and the Company rents the space on a
month-to-month basis.





In June
2007, the Company opened a regional operations center in Florida to accommodate
administrative, sales and customer relations’ personnel.  The Company
entered into a month-to-month lease for $ 543 per month.





The
Company owes Everest $430,000 to be paid over 33 months starting September 1,
2008, and 8% royalty payments with guarantee minimum payments as follows:
$50,000 year one, $60,000 year two, $70,000 year three, $90,000 year four and
$100,000 each year after.





NOTE
13 – SUBQUENT EVENTS





The
Company has evaluated subsequent events through November 16, 2009, which is the
date the accompanying financial statements were issued.





On
October 1, 2009, the Company received a $40,000 deposit for the exclusive rights
to sell the WaterPure Atmospheric Water Generators in the Country of
Mexico.





On
October 5, 2009, the Company received a $10,000 deposit for the exclusive rights
to sell the WaterPure Atmospheric Water Generators in the Country of
Mexico.








15







WATERPURE
INTERNATIONAL, INC.


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED





NOTE
13 – SUBQUENT EVENTS (continued)





On
October 22, 2009, the Company entered into a Securities Purchase Agreement (the
“Purchase Agreement”) with Mayim Tahor, LLC (“Mayim”) providing for the sale by
the Company to Mayim of up to 100 shares of the Company’s series A convertible
preferred stock (the “Series A Preferred Stock”) at a price of $2,500 per share
of Series A Preferred Stock.  Mayim purchased 30 shares of Series A
Preferred Stock on October 22, 2009 for $75,000.  The Company has the
right to require Mayim to purchase up to an additional 70 shares of Series A
Preferred Stock at any time at a price of $2,500 per share, with a maximum of 20
shares of Series A Preferred Stock per put notice from the Company to
Mayim.





Each
share of Series A Preferred Stock has a stated value of $2,500 (the “Stated
Value”), is entitled to a cumulative dividend of six percent (6%) of the Stated
Value per annum, payable semi-annually.  In addition, each share of
Series A Preferred Stock is entitled to receive a royalty payment of $0.16 for
each atmospheric water generator sold by the Company.





Mayim may
convert, at any time, shares of Series A Preferred Stock into the number of
shares of common stock of the Company obtained by dividing the Stated Value by
the Conversion Price then in effect.  The conversion price is $0.01,
subject to adjustment.




16





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





WaterPure
International, Inc. was organized under the laws of the state of Florida on July
22, 2005 and conducts business as a marketer and manufacturer of Atmospheric
Water Generators (“AWG”). Though originally structured as a marketing entity, we
have now become a manufacturer of AWGs after licensing patents from Everest
Corp. and developing our own new line of AWGs under those patents. This
strategic decision has led to sales fluctuations due to allocation of resources
to research and development in some of our previous operating
periods.





We are a
development stage company until the sale of these new products lead to
recognition of significant revenue. We want to be identified as an
environmentally sustainable business. Clean drinking water is becoming a scarce
commodity as our population increases. Additionally, it is our goal, to utilize
the intellectual property from Everest Corp. to become a leading worldwide
manufacturer of AWGs based on the quality of our machines and our choice of
distributors and marketing channels. Our future results are highly dependent
upon the success of our efforts to manufacture and market our products and
having the ability to attain and attract qualified personnel and adequate
working capital.





In
December 2007, we entered into two worldwide license agreements with Everest
Water Ltd. for the manufacturing and marketing rights to advanced models of
AWGs. 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 the water produced by the AWGs.





We
previously purchased our products from a manufacturer in South Korea under an
Original Equipment Manufacturer arrangement. However, we have chosen to
discontinue our supply relationship with the Korean manufacturer, but we may
reestablish the relationship at any time.  Currently, we are
selling a unit that we are manufacturing ourselves in Florida





Currently
we have focused on completion of our final production model of our new AWG, the
WaterCycletm. We
have leased a 1,000 sq. ft, facility in Margate, Florida that is in close
proximity to our supplier of sheet metal used to build the new units. Our
efforts to market the units after production have led to the signing of
contracts with distributors in Florida, France, United Arab Emirates, the Cayman
Islands and parts of Mexico. Also, rights of first refusal have been granted for
Illinois, Venezuela and Colombia.





We have
been engaged in the development of a new AWG “the WatercycleTM”, in
connection with the patent license we acquired from Everest Water Ltd. This new
device utilizes ozone to eliminate microorganisms, increases water producing
ability, has a more attractive appearance and uses fewer parts than the machines
we are currently marketing. One model of the new AWG will also include an
optional feature that will permit the user to add flavors and natural herbal
additives, such as green tea.  We have been marketing three models of
AWGs from our existing inventory as well as new purchases from Liquid
Air-Floridaand
have generated minimal revenues from operations.





We feel
that the differentiations in the new AWG could help us capture a larger market
segment in the future because of its design, features and worldwide respect for
“Made in USA” products, especially after the past product problems with a
variety of products manufactured overseas.




17





Results
of Operations





For
the Period from July 22, 2005 (Inception) through September 30,
2009





Since
we were formed on July 22, 2005, we have earned approximately $208,000 in
revenues and have incurred a cumulative net loss since our inception of
approximately $5,072,000 through September 30, 2009. Operations from inception
through September 30, 2009 were devoted primarily to strategic planning, raising
capital and developing revenue-generating opportunities.





Liquidity
and Capital Resources





To date,
we have generated minimal revenues and have incurred operating losses in every
quarter. We are a development stage company, have not generated significant
revenues from operations and have incurred significant losses since inception.
These factors among others raise substantial doubt about our ability to continue
as a going concern.





As of
September 30, 2009, we had a working capital deficiency of $1,100,087. For the
three months ended September 30, 2009, we had net cash outflow from operating
activities of $22,404. Cash provided by financing activities totaled $25,935 for
the three months ended September 30, 2009.





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 $600,000 for general and
administrative expenses and working capital. An additional $300,000 would be
utilized for the production and execution of our marketing support program. We
are currently seeking joint venture partners and equity financing to fund these
expenditures, although we do not have any contracts or commitments for either at
this time. We will have to raise additional funds to continue manufacturing our
AWGs and, while we have been successful in doing so in the past, there can be no
assurance that we will be able to do so in the future. Our continuation as a
going concern for a period longer than the current fiscal year is dependent upon
our ability to obtain necessary additional funds to continue operations and the
attainment of profitable operations.





By
adjusting our operations to the level of capitalization, and through short term
loans from officers we believe we will have sufficient capital resources to meet
projected cash flow deficits in the near term. However, if during that period,
or thereafter, we are not successful in generating sufficient liquidity from
operations or in raising sufficient capital resources, on terms acceptable to
us, this could have a material adverse effect on our business, results of
operations, liquidity and financial condition.





We
presently do not have any available credit, bank financing or other external
sources of liquidity. Due to our brief history and historical operating losses,
our operations have not been a source of liquidity. We will need to obtain
additional capital in order to expand operations and become profitable. In order
to obtain capital, we may need to sell additional shares of our common stock or
borrow funds from private lenders. There can be no assurance that we will be
successful in obtaining additional funding.





We will
still need additional capital in order to continue operations until we are able
to achieve positive operating cash flow. Additional capital is being sought, but
we cannot guarantee that we will be able to obtain such investments. Financing
transactions may include the issuance of equity or debt securities, obtaining
credit facilities, or other financing mechanisms. However, the trading price of
our common stock and a downturn in the U.S. stock and debt markets could make it
more difficult to obtain financing through the issuance of equity or debt
securities. Even if we are able to raise the funds required, it is possible that
we could incur unexpected costs and expenses, fail to collect significant
amounts owed to us, or experience unexpected cash requirements that would force
us to seek alternative financing. Furthermore, if we issue additional equity or
debt securities, stockholders may experience additional dilution or the new
equity securities may have rights, preferences or privileges senior to those of
existing holders of our common stock. If additional financing is not available
or is not available on acceptable terms, we will have to curtail our
operations.





18








We have
financed our losses through the sale of our common stock, issuance of common
stock for services in lieu of cash, and loans from officers and stockholders.
During the three months ended September 30, 2009, we received the following
capital infusions: $50,000 from the sale of 10,000,000 shares of our common
stock and loans from officers and stockholders totaling $4,433 and $0,
respectively. In addition, during the three months ended September 30, 2009, in
lieu of cash payments, we issued 800,000 shares of common stock valued at
$11,000 for services rendered. We do not intend to pay interest on the
advances borrowed from officers and stockholders as the advances are intended to
be short-term.





Our
independent registered public accounting firm has issued a going concern
paragraph in their Report of Independent Registered Public Accounting Firm on
our consolidated financial statements for the fiscal year ended June 30, 2009
that states there is substantial doubt about our ability to continue as a going
concern. The conditions that led to the going concern continue to exist as of
September 30, 2009. 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 sell
atmospheric water generators. Revenue from such product sales is recognized when
persuasive evidence of an arrangement exists, delivery has occurred, the fee is
fixed or determinable and collectibility is probable.  At this time
the earnings process is complete and the risks and rewards of ownership have
transferred to the customer, which is generally when the goods are shipped and
all our significant obligations have been satisfied.





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 September 30, 2009, we had an allowance for bad debts of $26,059.
We actively manage our accounts receivable to minimize our credit risks and
believe that our current allowance for doubtful accounts is fairly
stated.





Inventory
Valuation





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.





Recent
Accounting Pronouncements





There are
no accounting pronouncements not yet adopted that are expected to have a
significant impact on us.





ITEM
3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





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





19





ITEM
4.  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 September 30, 2009. 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, as a result of the material weaknesses described below, our
disclosure controls and procedures are not designed at a reasonable assurance
level and are ineffective 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 not accumulated nor communicated to our management, including our
Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure. The material weaknesses, which
relate to internal control over financial reporting, that were identified
are:





a) 
      We did not have sufficient personnel in our accounting and financial
      reporting functions.  As a result, we were not able to achieve
      adequate segregation of duties and were not able to provide for adequate
      reviewing of the financial statements. This control deficiency, which is
      pervasive in nature, results in a reasonable possibility that material
      misstatements of the financial statements will not be prevented or
      detected on a timely basis;





b) 
      We did not maintain sufficient personnel with an appropriate level of
      technical accounting knowledge, experience, and training in the
      application of U.S. GAAP commensurate with our complexity and our
      financial accounting and reporting requirements. This control deficiency
      is pervasive in nature. Further, there is a reasonable possibility that
      material misstatements of the financial statements including disclosures
      will not be prevented or detected on a timely basis as a result;
      and





c)We did not document or test our key controls over financial
      reporting in accordance with Section 404 of the Sarbanes Oxley Act of
      2002.  As a result, we cannot provide proper recording of the
      framework for our internal controls nor the results of such controls.
      There is a reasonable possibility that material misstatements of the
      financial statements including disclosures will not be prevented or
      detected on a timely basis without the ability to determine if our testing
      was properly conducted.





We are
committed to improving our financial organization. As part of this commitment,
we will create a segregation of duties consistent with control objectives and
will look to increase our personnel resources and technical accounting expertise
within the accounting function by the end of fiscal 2010 to resolve non-routine
or complex accounting matters. In addition, when funds are available to the
Company, which we expect to occur by the end of fiscal 2010, we will take the
following action to enhance our internal controls: Hiring additional
knowledgeable personnel with technical accounting expertise to further support
the current accounting personnel at the Company, which management estimates will
cost approximately $75,000 per annum. We will engage outside consultants in the
future as necessary in order to ensure proper treatment of non-routine or
complex accounting matters.  In addition, management is working to
establish written procedures to document and test the key controls over
financial reporting in accordance with Section 404 of the Sarbanes Oxley Act of
2002.





Management
believes that hiring additional knowledgeable personnel with technical
accounting expertise will remedy the following material weaknesses: (A) lack of
sufficient personnel in our accounting and financial reporting functions to
achieve adequate segregation of duties; and (B) insufficient personnel with an
appropriate level of technical accounting knowledge, experience, and training in
the application of US GAAP commensurate with our complexity and our financial
accounting and reporting requirements.





Management
believes that the hiring of additional personnel who have the technical
expertise and knowledge with the non-routine or technical issues we have
encountered in the past will result in both proper recording of these
transactions and a much more knowledgeable finance department as a whole. Due to
the fact that our accounting staff consists of a Chief Financial Officer and an
accounting clerk, additional personnel will also ensure the proper segregation
of duties and provide more checks and balances within the department. Additional
personnel will also provide the cross training needed to support us if personnel
turnover issues within the department occur. We believe this will greatly
decrease any control and procedure issues we may encounter in the
future.





We will
continue to monitor and evaluate the effectiveness of our disclosure controls
and procedures and our internal controls over financial reporting on an ongoing
basis and are committed to taking further action and implementing additional
enhancements or improvements, as necessary and as funds allow.





(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 identified in
connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule
15d-15 that materially affected, or is reasonably likely to materially affect,
our internal control over financial reporting.


20





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 September 30, 2009, we sold 10,000,000 shares of our
common stock to accredited investors for aggregate proceeds of
$50,000.





During
the three months ended September 30, 2009, in lieu of cash payments, we issued
800,000 shares of common stock valued at approximately $11,000 for services
rendered.





Item 3.  Defaults Upon Senior Securities





We are
currently is in default on a $25,000 note, which was due May 15,
2008.





We are
currently is in default on a $50,000 note, which was originally due May 25, 2009
and amended to July 1, 2009.





We are
currently is in default on a $50,000 note, which was due July 30,
2009.





We are
currently is in default on a $15,000 note, which was due August 15,
2009.





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





None.





Item
5.  Other Information.





None.





Item
6.  Exhibits





31.01
            Certification
      of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and
      15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.





31.02
            Certification
      of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and
      15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.





32.01
            Certifications
      of Chief Executive Officer and Chief Financial Officer pursuant to
      18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002.


21








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:  November
      16, 2009
            By:/s/ PAUL S. LIPSCHUTZPaul
      S. LipschutzPresident
      (Principal Executive Officer)Date:  November
      16, 2009
            By:/s/ ROBERT F. ORRRobert
      F. OrrChief
      Financial Officer (Principal Financial Officer and Principal Accounting
      Officer)