UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington, D.C.
20549







FORM
10-K





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





For the fiscal year
ended December 31,
2008





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





For the transition
period from ______________________ to ______________________





Commission file
number: 333-142019





PURIO
INC.


(Exact name of
registrant as specified in its charter)





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





1048
– 1685 H Street


Blaine,
Washington 98230


(Address of
principal executive offices)





866.698.0146


(Registrant’s
telephone number, including area code)





Securities
registered pursuant to Section 12(b) of the Exchange Act: None





Securities
registered pursuant to Section 12(g) of the Exchange Act:Common
Stock




Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.  Yes o  Noþ




Indicate by check
mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act.  Yes o  Noþ





Indicate by check
mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was require to file such reports), and
(2) has been subject to such filing requirements for the past 90
days.  Yesþ 
No o




Indicate by check
mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K (§229.405 of this chapter) is not contained herein, and will not be
contained, to the best of the registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  þ





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





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





Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o  Noþ





As
of June 30, 2008 the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, was $12,151,613.





As
of April 14, 2009 the
registrant’s outstanding common stock consisted of 55,234,603shares.













Table
of Contents




PART
      IItem 1. Business
              3Item 1A. Risk Factors
              5Item 1B. Unresolved Staff Comments
              5Item 2. Properties
              5Item 3. Legal Proceedings
              5Item 4. Submission of Matters to a Vote of Security
      Holders
              5PART
      IIItem 5. Market for Registrant’s Common Equity, Related
      Stockholder Matters and Issuer Purchases of Equity
      Securities
              6Item 6. Selected Financial Data
              7Item 7. Management's Discussion and Analysis of Financial
      Condition and Results of Operations
              7Item 7A. Quantitative and Qualitative Disclosures about Market
      Risk
              8Item 8. Financial Statements and Supplementary
      Data
              8Item 9. Changes In and Disagreements with Accountants on
      Accounting and Financial Disclosure
              8Item 9A. Controls and Procedures
              9Item 9A(T). Controls and Procedures
              9Item 9B. Other Information
              9PART
      IIIItem 10. Directors, Executive Officers and Corporate
      Governance
              10Item 11. Executive Compensation
              12Item 12. Security Ownership of Certain Beneficial Owners and
      Management and Related Stockholder Matters
              13Item 13. Certain Relationships and Related Transactions, and
      Director Independence
              14Item 14. Principal Accountant Fees and
      Services
              15PART
      IVItem 15. Exhibits, Financial Statement
      Schedules
              16SIGNATURES
              17







2






EXPLANATORY
NOTE





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





PART
I





Item 1.  Business





Forward-Looking
Statements




This annual report
contains forward-looking statements. These statements relate to future events or
our future financial performance. In some cases, you can identify
forward-looking statements by terminology such as “could”, "may", "will",
"should", "expects", "plans”, "anticipates", "believes", "estimates",
"predicts", "potential" or “continue” or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking
statements.





Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable laws, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements so as to conform these statements to actual results.




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




All dollar amounts
in this annual report refer to U.S. dollars unless otherwise
indicated.




Overview





On
December 7, 2007 we entered into a share exchange agreement with Purio, a
private Nevada corporation. Pursuant to the terms of the share exchange
agreement, we agreed to acquire all of the issued and outstanding shares of
Purio’s common stock in exchange for issuing 27,500,000 shares of our common
stock to the shareholders of Purio.





On
February 11, 2008 we entered into an amended and restated share exchange
agreement with Purio and the shareholders of Purio, and this agreement was
amended slightly to alter some closing conditions on February 13, 2008. The
amended agreement amended and restated the share exchange agreement dated
December 7, 2007 in its entirety except for Schedule 2A, Schedule 2B and
Schedule 3 which were previously executed by the shareholders of Purio. Pursuant
to the amended agreement, we agreed to acquire all of the issued and outstanding
shares of Purio’s common stock in exchange for issuing approximately 27,734,603
shares of our common stock to the shareholders of Purio, and we also agreed to
cancel 27,500,000 shares of our issued and outstanding common stock held by two
of our shareholders.





3




As
of the closing date of the amended agreement on February 13, 2008, we adopted
the business Purio, which involves selling clarified and reclaimed product water
for human consumption, as well as agricultural, industrial, domestic and
recreational uses. Our business strategy is to generate revenues through the
production, processing and distribution of clarified and reclaimed product
water. In addition, we intend to distribute water purification equipment in
Canada, the Unites States and internationally through license agreements and
other appropriate arrangements.





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





Products and
Services





Purio acquired its
patented water treatment technology through the enforcement of a general
security agreement which gave Purio a secured interest in various assets of
Proteus Environmental Systems Inc. (“Proteus”). Daryl English, our President,
Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer,
Secretary, Treasurer and one of our directors, was the President of Proteus when
Purio entered into the general security agreement with Proteus. On December 14,
2001 Purio enforced its security interest and became the owner of, among other
assets, U.S. Patent 5904855 and Canadian patent application number CA2277922,
both of which relate to Purio’s water clarification technology.





Our patented water
treatment technology has the potential to satisfy a significant demand for clean
water suitable for human consumption, agricultural, industrial, domestic and
recreational uses. The technology has a wide range of applications, including
wastewater treatment, process water recycling, and drinking water production. It
works as a continuous-flow water/suspended-solids primary separation system. The
process mechanically separates suspended solids from liquids, without the use of
membranes or filters. When the process is applied to residential wastewater, the
solids can be further processed through various forms of bio-reduction
technology, including composting, thereby creating a value-added by-product
suitable for uses in agriculture, horticulture or landscaping. We believe the
same clarification equipment, because of its versatility, also has the potential
to economically reclaim process water normally disposed of in industrial and
agricultural applications such as food processing. In addition, the technology
is also capable of clarifying dirty surface water from ponds and rivers as the
first stage in providing safe drinking water. Clarified water may be further
sanitized by ozonation and treated by such means as reverse osmosis to become
high-quality potable water.





We
also intend to distribute a comprehensive line of in-home and office drinking
water purification equipment in Canada and the Unites States. We have entered
into a licensing agreement with Earl Switenky doing business as UltraSafe Water
Source (“UltraSafe”) for the marketing and distribution of UltraSafe’s water
purification equipment. Mr. Switenky is one of our directors and was a director
and officer of Purio at the time the licensing agreement was entered into. To
date we are the only entity with rights to distribute UltraSafe’s equipment,
which consists of an under-the-counter reverse osmosis water purification system
under the Guardian brand name aw complementary products such as shower
filters.





Intellectual
Property





Purio’s proprietary
water clarification technology is patented under U.S. Patent 5904855. This
patent expires on May 18, 2014. Purio has also applied to patent its technology
in Canada. It is management’s intention to file future patent applications
occasioned by any improvements made to Purio’s water clarification
technology.





4




Item 1A.  Risk Factors





Not
required.





Item 1B.  Unresolved Staff Comments





None.





Item 2.  Properties





Our principal
offices are located at 1048 – 1685 H Street, Blaine, Washington 98320. As of
April 14, 2009 we had not entered into any lease agreements for these premises.
However, we pay an annual fee of approximately $150 to use this
space.





Item 3.  Legal Proceedings





As
of April 14, 2009 neither we nor our wholly owned subsidiary is a party to, nor
is the property in which we have an interest the subject of, any material
pending legal proceedings. In addition, our management is not aware of any such
proceedings contemplated against us by any governmental authority.





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





None.





5




PART
II





Item 5.  Market for Registrant’s Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity Securities





Market
Information





Our common stock is
not traded on any exchange. Our common stock is quoted on the OTC Bulletin Board
under the trading symbol “PURO”. Trading in stocks quoted on the OTC Bulletin
Board is often thin and is characterized by wide fluctuations in trading prices
due to many factors that may have little to do with a company's operations or
business prospects. We cannot assure you that there will be a market for our
common stock in the future.





OTC Bulletin Board
securities are not listed or traded on the floor of an organized national or
regional stock exchange. Instead, OTC Bulletin Board securities transactions are
conducted through a telephone and computer network connecting dealers in stocks.
OTC Bulletin Board issuers are traditionally smaller companies that do not meet
the financial and other listing requirements of a regional or national stock
exchange.




Our common stock
was first traded on the OTC Bulletin Board on November 28, 2007. The following
quotations reflect the high and low bids for our common stock based on
inter-dealer prices, without retail mark-up, mark-down or commission, and may
not represent actual transactions. The high and low bid quotations of our common
stock for the periods indicated below are as follows:
  OTC
Bulletin Board
 Quarter
      Ended
              
              High
      ($)
              
              Low
      ($)December 31,
      2008
              
              0.25
              
              0.05September 30,
      2008
              
              0.47
              
              0.12June 30,
      2008
              
              0.57
              
              0.17March 31,
      2008
              
              0.89
              
              0.32November 30,
      2007
              
              0.75
              
              0.51August 31,
      2007
              
              N/A
              
              N/AMay 31,
      2007
              
              N/A
              
              N/AFebruary 28,
      2007
              
              N/A
              
              N/A


Holders





As
of April 14, 2009 there were approximately 62 holders of record of our common
stock. We do not believe that a significant number of beneficial owners hold
their shares of our common stock in street name.




Dividends





As
of April 14, 2009 we had not paid dividends on shares of our common stock and we
do not expect to declare or pay dividends on shares of our common stock for the
foreseeable future. We intend to retain earnings, if any, to finance the
development and expansion of our business. Our future dividend policy will be
subject to the discretion of our Board of Directors and will depend upon our
future earnings, if any, our financial condition, and other factors deemed
relevant by the Board.





6




Equity Compensation
Plans





As
of April 14, 2009 we did not have any equity compensation plans in
place.




Recent Sales of Unregistered
Securities





We
did not make any unregistered sales of our equity securities between September
30, 2008 and December 31, 2008.





Item 6.  Selected Financial Data





Not
applicable.





Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operations





The following
discussions of results, causes and trends should not be construed to imply any
conclusion that these results or trends will necessarily continue into the
future.


During the next 12
months we intend to identify and establish markets for our products and arrange
for the construction, delivery and commissioning of equipment to satisfy those
markets. We anticipate that we will not be able to satisfy our cash requirements
for the next 12 months and that we will have to raise additional funds of
$1,000,000 for the following:





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





We
will require additional funds to implement our growth strategy and develop our
water clarification and water reclamation business. These funds may be raised
through equity financing, debt financing, or other sources, which may result in
further dilution to the equity ownership of our common stock. There is no
assurance that we will be able to maintain our operations at a level sufficient
for an investor to obtain a return on his or her investment in our common stock.
Further, we may be unprofitable.





We
intend to design and build purification equipment based on contracted orders,
and we plan to conduct marketing via demonstrations, participation in trade
shows, advertising in electronic and print media and by developing a global
representative and dealer network. We will continue to spend money on research
and development in order to develop Purio’s technology for a broader range of
applications.





We
cannot provide a guarantee that we will be able to obtain the funds required to
continue our operations. We intend to pursue various financing alternatives to
meet our immediate and long-term financial requirements, but there is no
assurance that additional financing will be available to us when we need it or
that we will be able to obtain it on commercially reasonable terms. If we are
not able to obtain additional financing on a timely basis, we will be unable to
conduct our operations as planned, and we will not be able to meet our
obligations as they become due. In such event, we will be forced to scale down
or perhaps even cease our operations.





7




Going
Concern





We
have not generated any revenues to date and depend on obtaining outside
financing to carry out our operations. If we are unable to raise equity or
secure alternative financing, we may not be able to continue our operations and
our business plan may fail.





If
our operations and cash flow improve, management believes that we can continue
to operate. However, no assurance can be given that management's actions will
result in profitable operations or an improvement in our liquidity situation.
The threat of our ability to continue as a going concern will cease to exist
only when our revenues have reached a level able to sustain our business
operations.





Off-Balance Sheet
Arrangements





We
have no significant off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, revenues
or expenses, results of operations, liquidity, capital expenditures or capital
resources that are material to stockholders.





Critical Accounting
Policies





Our financial
statements are affected by the accounting policies used and the estimates and
assumptions made by management during their preparation. We have identified
below an accounting policy that is of particular importance in the presentation
of our financial position, results of operations and cash flows, and which
require the application of significant judgment by management.
 
 Cash
and Cash Equivalents
 
 For purposes of our
cash flow statements, we consider all highly liquid investments with original
maturities of three months or less at the time of purchase to be cash
equivalents.


Item 7A.  Quantitative and Qualitative Disclosures about
Market Risk





Not
required.





Item 8.  Financial Statements and Supplementary
Data




At
the time this annual report was filed, the audit of our financial statements was
not complete due to unanticipated delays. We plan to file an amendment to this
annual report containing all required information in the near
future.




Item 9.  Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure





None.





8




Item 9A.  Controls and Procedures





Evaluation of Disclosure
Controls and Procedures





We
maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and
Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the
"Exchange Act"), that are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission (the “SEC”),
and that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required
disclosure.





We
carried out an evaluation, under the supervision and with the participation of
our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of April 14, 2009. Based on the evaluation of these
disclosure controls and procedures, our management concluded that our disclosure
controls and procedures were not effective due to control
deficiencies.


Management Report on
Internal Control Over Financial Reporting





Our management is
responsible for establishing and maintaining effective internal control over
financial reporting. Under the supervision of our Chief Executive Officer
and Chief Financial Officer, we conducted an evaluation of the effectiveness of
our internal control over financial reporting as of December 31, 2008 using the
criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO).




A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will
not be prevented or detected on a timely basis. In its assessment of the
effectiveness of internal control over financial reporting as of December 31,
2008, our management determined that there were significant deficiencies that
constituted material weaknesses, as described below.





1.
            Certain
      entity level controls establishing a “tone at the top” were considered
      material weaknesses. We do not have a majority of independent directors
      and thus no audit committee. We have no policy on fraud.  A
      whistleblower policy is not necessary given our small size. We do not have
      a code of ethics.





2.
            There is a
      lack of monitoring of internal control as we are in the development stage
      and have limited resources.





3.
            The potential
      for management override exists due to our lack of independent
      directors.





Our management is
currently evaluating remediation plans for the above control
deficiencies.





In
light of the existence of these control deficiencies, our management concluded
that there is a reasonable possibility that a material misstatement of the
annual or interim financial statements will not be prevented or detected on a
timely basis by our internal controls.





As
a result, our management has concluded that we did not maintain effective
internal control over financial reporting as of December 31, 2008 based on
criteria established in Internal Control—Integrated
Frameworkissued by COSO.





John
Kinross-Kennedy, an independent registered public accountant, was not required
to and has not issued a report concerning the effectiveness of our internal
control over financial reporting as of December 31, 2008.




Changes in Internal
Control





During the
quarterly period ended December 31, 2008 there were no changes in our internal
control over financial reporting that materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.





Item 9A(T).  Controls and Procedures





Not
applicable.





Item 9B.  Other Information





None.





9


PART
III





Item 10.  Directors, Executive Officers and Corporate
Governance





The following table
sets forth the name, age and position of our executive officers and directors as
of April 14, 2009.





Name
            Age
            PositionDaryl
      English
            61
            President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer and DirectorJoseph A.M.
      Swanson
            60
            Chief
      Operations Officer, Vice-President and DirectorEarl
      Switenky
            59
            Director





Our current
directors will serve as such until the next annual meeting of our shareholders
or until their successors are elected and qualified. Our current executive
officers hold their positions at the will of our Board of Directors. There are
no arrangements, agreements or understandings between non-management security
holders and management under which non-management security holders may directly
or indirectly participate in or influence the management of our
affairs.





Daryl
English, President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Secretary and Treasurer





Daryl English has
been our President, Chief Executive Officer, Chief Financial Officer, Principal
Accounting Officer, Secretary and Treasurer since February 8, 2008, and our
director since August 21, 2008. Mr. English brings a strong business background
and excellent educational credentials to his positions.





Since 2000, Mr.
English has been a senior business consultant with a Canadian management
consulting company specializing in small and medium sized businesses. Prior to
that, he acted as senior business consultant for a prominent international
business consulting firm, where he specialized in organizational development and
financial turn-around situations. In 1994, Mr. English founded a communications
and international business consulting company, before which he was the Vice
President and Chief Financial Officer of a publicly-traded energy service
company. All of this followed a successful career in commercial
banking.





Over the course of
his career, Mr. English has provided a broad range of business management
consulting services to privately owned businesses located in Canada and the
United States. Such services include, but are not limited to, organizational
development and restructuring, financial management, and the development of
strategies, systems and procedures designed to increase revenues, improve
profitability and provide suitable management control.





Mr. English
graduated from Queen’s University in Kingston, Ontario with an MBA degree in
1996.





Joseph
A.M. Swanson, Chief Operations Officer, Vice-President and Director





Joseph Swanson has
been our Chief Operations Officer, Vice-President and director since November
20, 2007. Mr. Swanson brings a significant amount of business knowledge and
experience gained from a variety of industries to his positions.





For the past five
years, Mr. Swanson has provided business consulting services to various private
companies in a self-employed capacity. From 1990 to 2003, he acted as the
marketing manager for C. Brothers Ltd., a company involved in the metal
recycling industry. While at C. Brothers, Mr. Swanson was responsible for the
development of sales and marketing strategies for the provinces of British
Columbia, Alberta, Saskatchewan and Manitoba. From 1980 to 1990, Mr. Swanson was
the owner of Nastec Developments Ltd., a company who contracted with
MacMillan-Bloedel Limited to offer several forestry-related services,
specifically those related to environmental compliance issues. During this time,
he was also employed with Canag R&D, an instrumental promoter of soil and
water conservation, agricultural methodology and equipment, with whom he began
his professional career. While at Canag R&D, Mr. Swanson sat on the Soil
Conservation Strategies Committee.





10




Earl
Switenky, Director





Earl Switenky has
been our director since October 19, 2007. Mr. Switenky has nearly three decades
of executive experience, and nearly a decade of expertise in the water industry.
Since 2004, he has carried on business as a sole proprietor under the name
UltraSafe Water Source, a company which he co-founded as a partnership that
specializes in manufacturing, marketing and servicing water purification
equipment. Mr. Switenky is also an officer of Purio Environmental Water Source,
Inc., a technology acquisition and development firm specializing in drinking
water production and wastewater reclamation technology, which he founded in
1999.





From 1993 to 1999,
Mr. Switenky worked as an independent contractor for a private international
marketing company, specifically in the fine jewelry and precious metals
industry. During that time, he developed successful market distributors in
several regions including Canada and the continental United States, as well as
Hawaii, Australia, New Zealand and the United Kingdom. From 1985 to 1993, Mr.
Switenky acted as an Instructor at Northwest Regional College. At the same time,
he was responsible for running Turfland Inc., a successful full service
landscaping and irrigation design and installation company, from its inception
in 1984 to 1994.





Mr. Switenky
graduated from the University of Saskatchewan with a degree in Education in
1974.





None of our
directors currently serve on the board of any other public company or any
company registered as an investment company.





Significant
Employees





Other than our
directors and officers, we do not have any employees. We do not expect any other
individuals to make a significant contribution to our business; however, within
the next six months we intend to hire a sales and marketing person on a
full-time basis.





Family
Relationships





There are no family
relationships among our directors, executive officers or persons nominated or
chosen by us to become directors or executive officers.





Legal
Proceedings





None of our
directors, executive officers, promoters or control persons has been involved in
any of the following events during the past five years:





·
            any
      bankruptcy petition filed by or against any business of which such person
      was a general partner or executive officer either at the time of the
      bankruptcy or within two years prior to that
  time;





·
            any
      conviction in a criminal proceeding or being subject to a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





·
            being subject
      to any order, judgment or decree, not subsequently reversed, suspended or
      vacated, of any court of competent jurisdiction, permanently or
      temporarily enjoining, barring, suspending or otherwise limiting his
      involvement in any type of business, securities or banking activities;
      or





·
            being found
      by a court of competent jurisdiction (in a civil action), the SEC or the
      Commodity Futures Trading Commission to have violated any federal or state
      securities or commodities law, and the judgment has not been subsequently
      reversed, suspended or vacated.





11




Section 16(a) Beneficial
Ownership Compliance Reporting





Section 16(a) of
the Exchange Act requires our directors, executive officers and persons who own
more than ten percent (10%) of our common stock to file reports regarding
ownership of, and transactions in, our securities with the SEC and to provide us
with copies of those filings. Based solely on our review of the copies of such
forms received by us, or written representations from certain reporting persons,
we believe that during fiscal year ended December 31, 2008 all filing
requirements applicable to our directors, executive officers and ten percent
(10%) stockholders were complied with.





Code of
Ethics





We
have not yet adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because we have not yet
finalized the content of such a code.





Audit
Committee





The functions of
the audit committee are currently carried out by our Board of Directors. Our
Board has determined that we do not have an audit committee financial expert on
our Board carrying out the duties of the audit committee. The Board has
determined that the cost of hiring a financial expert to act as a director and
to be a member of the audit committee or otherwise perform audit committee
functions outweighs the benefits of having an audit committee financial expert
on the Board.





Director
Nominees





We
do not have a nominating committee. Our Board of Directors selects individuals
to stand for election as members of the Board. Our Board of Directors does not
have a policy with regards to the consideration of any director candidates
recommended by our security holders. Our Board has determined that it is in the
best position to evaluate our company’s requirements as well as the
qualifications of each candidate when the Board considers a nominee for a
position on our Board. If security holders wish to recommend candidates directly
to our Board, they may do so by communicating directly with our President at the
address specified on the cover of this annual report.





Item 11.  Executive Compensation





None of our
directors or executive officers has received any compensation from us from our
inception on June 3, 2005 to December 31, 2008. Pursuant to Item 402(a)(5) of
Regulation S-K we have omitted all tables and columns since no compensation has
been awarded to, earned by, or paid to these individuals.





Pension, Retirement or
Similar Benefit Plans





There are no
arrangements or plans in which we provide pension, retirement or similar
benefits to our directors or executive officers. We have no material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of the Board of Directors or a committee
thereof.





Compensation
Committee





We
currently do not have a compensation committee of the Board of Directors or a
committee performing a similar function. It is the view of the Board that it is
appropriate for us not to have such a committee because of our size and because
the Board as a whole determines executive compensation.





12




Compensation of
Directors




We
have no formal plan for compensating our directors for their service in their
capacity as directors, although such directors may in the future receive stock
options to purchase shares of our common stock as awarded by the Board of
Directors or any compensation committee thereof. Directors are entitled to
reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection with attendance at meetings of the Board. Our Board may award special
remuneration to any director undertaking any special services on our behalf
other than services ordinarily required of a director.





Change of
Control





As
of April 14, 2009 we had no pension plans or compensatory plans or other
arrangements which provide compensation in the event of a termination of
employment or a change in our control.





Item 12.  Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters





Neither we nor our
wholly owned subsidiary have any compensation plans or individual compensation
arrangements under which our securities are authorized for issuance to either
employees or non-employees.





The following table
sets forth the ownership, as of April 14, 2009, of our common stock by each of
our directors, by all of our executive officers and directors as a group and by
each person known to us who is the beneficial owner of more than 5% of any class
of our securities. As of March 31, 2009, there were 55,234,603 shares of our
common stock issued and outstanding. All persons named have sole or shared
voting and investment control with respect to the shares, except as otherwise
noted. The number of shares described below includes shares which the beneficial
owner described has the right to acquire within 60 days of the date of this
annual report.





Title
      of Class
            Name
      and Address of Beneficial Owner
            Amount
      and Nature of Beneficial Ownership
            Percent
      of Class
              (%)Common
      Stock
            Daryl English
      (1)
              c/o 1048 –
      1685 H Street
              Blaine,
      Washington 98320
            3,324,767
            6Common
      Stock
            Joseph A.M.
      Swanson (2)
              c/o 1048 –
      1685 H Street
              Blaine,
      Washington 98320
            3,324,767
            6Common
      Stock
            Earl Switenky
      (3)
              c/o 1048 –
      1685 H Street
              Blaine,
      Washington 98320
            7,583,781
      (4)
            13All
      Officers and Directors as a Group
            14,223,315
            26





(1)
            Daryl English
      is our President, Chief Executive Officer, Chief Financial Officer,
      Principal Accounting Officer, Secretary, Treasurer and one of our
      directors.





(2)
            Joseph A.M.
      Swanson is our Chief Operating Officer, Vice President and one of our
      directors.





(3)
            Earl Switenky
      is one of our directors.





(4)
            Includes
      7,381,781 shares held by Wolfberry Devco of North America Inc., a company
      over which Earl Switenky has sole voting and investment power, and 202,000
      shares held by Cindy Schattenkirk, the spouse of Earl
      Switenky.





13




Item 13.  Certain Relationships and Related Transactions, and
Director Independence





On
December 7, 2007 we entered into a share exchange agreement with Purio, a
privately held Nevada corporation. Pursuant to the terms of the share exchange
agreement, we agreed to acquire all of the issued and outstanding shares of
Purio’s common stock in exchange for issuing 27,500,000 shares of our common
stock to the shareholders of Purio.





On
December 10, 2007 Purio entered into a license agreement with Earl Switenky
doing business as UltraSafe Water Source for the marketing and distribution of
UltraSafe’s water purification equipment. Mr. Switenky is one of our directors
and was a director and officer of Purio at the time the licensing agreement was
entered into. To date we are the only entity with rights to distribute
UltraSafe’s equipment, which consists of an under-the-counter reverse osmosis
water purification system under the Guardian brand name and complementary
products such as shower filters.





On
February 11, 2008 we entered into an amended and restated share exchange
agreement with Purio and the shareholders of Purio, which was amended slightly
to alter closing conditions on February 13, 2008. The amended agreement amended
and restated the share exchange agreement dated December 7, 2007 in its entirety
except for Schedule 2A, Schedule 2B and Schedule 3 which were previously
executed by the shareholders of Purio. Pursuant to the amended agreement, we
agreed to acquire all of the issued and outstanding shares of Purio’s common
stock in exchange for issuing approximately 27,734,603 shares of our common
stock to the shareholders of Purio, and we also agreed to cancel 27,500,000
shares of our issued and outstanding common stock held by two of our
shareholders. The agreement closed on February 13, 2007, at which time we issued
27,734,603 shares to the previous Purio shareholders. After cancelling the
27,500,000 issued and outstanding shares of our common stock, the Purio
shareholders owned more than 50% of the outstanding and issued shares of our
common stock.





As
at February 11, 2008 the following relationships existed:





·
            Daryl
      English, our President, Chief Executive Officer, Chief Financial Officer,
      Principal Accounting Officer, Secretary, Treasurer and one of our
      directors, was the President and sole director of
  Purio;




·
            Earl
      Switenky, one of our directors, was the Secretary and Treasurer of
      Purio;


·
              Mr. Switenky
      had sole voting and investment power over 7,308,694 shares of Purio’s
      common stock owned by Wolfberry Devco of North America
    Inc.;




·
            Cindy
      Schattenkirk, the spouse of Mr. Switenky, owned 202,000 shares of Purio’s
      common stock;





·
            Mr.
      English owned 3,291,848 shares of Purio’s common stock is his own name;
      and





·
            Joseph
      A.M. Swanson, our Chief Operating Officer, Vice President and one of our
      directors, owned 3,291,848 shares of Purio’s common
  stock.





At
the closing of the share exchange agreement, in consideration for the shares of
Purio’s common stock, we issued 7,381,781 shares of our common stock to
Wolfberry, 3,324,767 shares of our common stock to Mr. English, 3,324,767 shares
of our common stock to Mr. Swanson and 202,000 shares of our common stock to Ms.
Schattenkirk, the spouse of Mr. Switenky.





Other than as
described above, we have not entered into any transactions with our officers,
directors, persons nominated for these positions, beneficial owners of 5% or
more of our common stock, or family members of these persons wherein the amount
involved in the transaction or a series of similar transactions exceeded the
lesser of $120,000 or 1% of the average of our total assets for the last three
fiscal years.





Director
Independence





The OTC Bulletin
Board on which our common stock is quoted on does not have any director
independence requirements. We currently have three directors, Daryl English,
Joseph A.M. Swanson and Earl Switenky. We do not have a definition of
independence, although we plan to develop a definition of independence in the
future and scrutinize our Board of Directors with regard to this
definition.





14




Item 14.  Principal Accountant Fees and
Services





Audit and Non-Audit
Fees





The following table
sets forth the fees for professional audit services and the fees billed for
other services rendered by our current auditor, John Kinross-Kennedy, and our
former auditor, Webb & Co., in connection with the audit of our
financial statements for the years ended December 31, 2008 and November 30,
2007, and any other fees billed for services rendered by our auditors during
these periods.





John
      Kinross-KennedyPeriod
      from December 1, 2007 to December 31, 2008Audit
      fees
              
              $
              3,000Audit-related
      fees
              
              $
              0Tax
      fees
              
              $
              0All other
      fees
              
              $
              0Total
              
              $
              3,000
 
 
 Webb
      & Co.Period
      from December 1, 2006 to November 30, 2007Audit
      fees
              
              $
              7,505Audit-related
      fees
              
              $
              0Tax
      fees
              
              $
              0All other
      fees
              
              $
              0Total
              
              $
              7,505




Since our
inception, our Board of Directors, performing the duties of the audit committee,
has reviewed all audit and non-audit related fees at least annually. The Board,
acting as the audit committee, pre-approved all audit related services for the
year ended December 31, 2008.





15




PART
IV





Item 15.  Exhibits, Financial Statement
Schedules





For our financial
statements, see Item 8 set forth on page 8 of this annual
report.
 
 We
have omitted financial statement schedules because they are inapplicable or the
requested information is shown in our financial statements or the notes related
thereto.
 
 Exhibit
                Number
              Exhibit
                Description2.1
              Amended and
      Restated Share Exchange Agreement dated February 11, 2008 among Purio
      Inc., Purio Environmental Water Source, Inc. and the shareholders of Purio
      Environmental Water Source, Inc. (1)2.2
              Waiver of
      Closing items Agreement dated February 13, 2008 (1)31.1
              Certification pursuant to Rule 13a-14(a) or Rule
      15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant
      to Section 302 of the Sarbanes-Oxley Act of
  200232.1
              Certification pursuant to 18 U.S.C. 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002
 
 (1)  Incorporated
by reference from our current report on Form 8-K filed on February 14,
2008.











SIGNATURES





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





Date:
      April 14, 2009
            Purio
      Inc.By:
            /s/
      Daryl EnglishDaryl
      EnglishPresident,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer and
Director





Pursuant to the
requirements of the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.




SIGNATURE
            
            TITLE
            
            DATE/s/
      Daryl English
            
            President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer, Secretary, Treasurer and Director
            
            April 14,
      2009Daryl
      English/s/
      Joseph A.M. Swanson
            
            Chief
      Operating Officer, Vice President and Director
            
            April 14,
      2009Joseph A.M.
      Swanson/s/
      Earl Switenky
            
            Director
            
            April 14,
      2009Earl
      Switenky