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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-KSB

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended November 30,
2007

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from [ ] to [ ]

Commission file number 333-142019

PURIO INC.(name of small
business issuer in its charter)

|Nevada                                                               | 98-0525503                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|1048 1685 H Street                                                   |                                     
|Blaine, Washington                                                   | 98320                               
|(Address of principal executive offices)                             | (Zip Code)                          

Issuers telephone number (866) 698-0146

Securities registered pursuant to Section 12(b) of the Act:

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Nil                 | Nil                                      

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

Common Stock, par value $0.001(Title of
class)

Check whether the issuer is not required to file reports
pursuant to Section 13 or 15(d) of the Exchange Act. [ ]

Note:Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange act from their obligations under those Sections.

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 [ ]

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

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

State Issuers revenues for its most recent fiscal year:
$Nil

State 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 sold, or the average bid and asked price of such common
equity, as of a specified date within the past 60 days:

41,001,288 common shares at $0.615(1)= $25,215,792

(1) Average of bid and ask closing prices on March 6,
2008

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

State the number of shares outstanding of each of the Issuers
classes of common equity, as of the latest practicable date.

55,234,603 common shares issued and outstanding as of March
6, 2008

DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format (Check one): Yes [
] No [X]

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EXPLANATORY NOTE

As previously reported in our Current Report on Form 8-K filed
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 a wholly-owned
subsidiary of our company and our companys 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 companys (the legal
acquirer) consolidated financial statements will, in substance, be those of
Purio (the accounting acquirer), with the assets and liabilities, and revenues
and expenses, of our company being included effective from the date of the
closing of the share exchange transaction. However, the share exchange
transaction was not completed until February 13, 2008, after the end of our
companys most recent fiscal year on November 30, 2007. Thus, we were required
to file this Annual Report on Form 10-KSB for our business activities prior to
the closing of the share exchange transaction and as of November 30, 2007.
Although this Annual Report on Form 10-KSB includes descriptions of the share
exchange transaction and the business of the combined entity after the closing
of the share exchange agreement, the financial statements and information
included in connection therewith are only those of our company, the legal
acquirer, prior to the closing of the share exchange transaction and as of
November 30, 2007.

PART I

Item 1. Description of Business.

This annual report contains forward-looking statements as that
term is defined in Section 27A of the United States Securities Act of 1933 and
Section 21E of the Securities and Exchange Act of 1934. These statements relate
to future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as may, should,
expects, plans, anticipates, believes, estimates, predicts,
potential or continue or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled Risk Factors, that may cause our or our industrys actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

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

Our financial statements are stated in United States dollars
and are prepared in accordance with United States generally accepted accounting
principles.

In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars. All references to CDN$ refer
to Canadian dollars and all references to common shares refer to the common
shares in our capital stock.

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

Corporate History

We were incorporated pursuant to the laws of the State of
Nevada on June 3, 2005 under the name AOM Minerals Ltd. Our principal office is
located at 1048 1685 H Street, Blaine, Washington, USA 98320. Effective October
29, 2007, we effected a five (5) for one (1) forward stock split of our
authorized, issued and outstanding common stock. The forward stock split was
approved by NASDAQ at the open of business on November 2, 2007.

Following our incorporation, we engaged in the acquisition and
exploration of mineral properties with a view to exploiting any mineral deposits
we discovered.

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We were not financially successful in implementing our business
plan as a mineral property exploration company and were not able to generate any
revenue. As management of our company investigated opportunities and challenges
in the business of being a mineral property exploration company, management
realized that the business did not present the best opportunity for our company
to realize value for our shareholders. Accordingly, we abandoned our previous
business plan and focused on the identification of suitable businesses with
which to enter into a business opportunity or business combination, which
ultimately led to the transaction with Purio Environmental Water Source, Inc.
(Purio).

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 the issuance by our company of
27,500,000 shares of our common stock to the shareholders of Purio.

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

Business Subsequent to the Acquisition of Purio
Environmental Water Source Inc.

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

Our Business

Purio was incorporated under the laws of the State of Nevada
and its principal offices are located at 1048 1685 H Street, Blaine, Washington,
USA. Purio owns proprietary water clarification technology suitable to a broad
number of applications including the clarification of surface water, industrial
process water and sewage. Purio intends to use its technology initially for
industrial and commercial applications to reclaim water and reduce the need for
fresh water in such applications. Purio further intends to use its proprietary
technology to produce potable water for commercial and residential use. In all
cases, Purio intends to retain ownership and operation of its proprietary
technology and selling the produce water to end users.

Overview

Increased water consumption for personal, industrial,
agricultural, domestic and recreational uses may lead to shortages of global
water supplies. Our management believes that water usage may increase globally
in the short and long term as a result of increases in population, industrial
activity and pollution. As water supplies become depleted, commercial processes
for water recycling and the treatment of wastewater, or other unusable forms of
water, may be desirable, and even considered necessary, to meet demands for
water worldwide. In addition to the increasing quantity of water required to
meet global demand, of great importance is the quality of water particularly if
it is prepared for human consumption, food production and food preparation.

Products and Services

Purio acquired its patented water treatment technology through
the enforcement of a generally security agreement which gave Purio a secured
interest in various assets of Proteus Environmental Systems Inc. (Proteus).
Daryl English, our President and Chief Executive Officer, was the President of
Proteus when Purio entered into the general security agreement with Proteus. On
December 14, 2001, Purio enforced our security interest and became the owner of,
among other assets, US patent 5904855 and Canadian patent application number
CA2277922; both of which relate to Purios water clarification technology.

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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, has similar potential for
the economical reclamation of process water normally disposed of in industrial
and agricultural applications such as food processing. In addition, the
technology is also capable of primary clarification of dirty surface water from
ponds and rivers as a 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.

In addition, we 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 license 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 brand name of Guardian and
complementary products such as shower filters.

We believe we can deliver a superior water clarification
product by focusing on the three main categories of contaminants that may make
water unsafe to drink. One contaminant is suspended solids. These are particles
of various sizes which can be mixed with the water. They may make the water
murky and give it a cloudy, perhaps even muddy appearance. This cloudiness is
called turbidity. The second contaminant is dissolved solids. These are
contaminants that are dissolved in the water in much the same way that sugar
dissolves and disappears when stirred into clear water. They may be particles of
inorganic minerals or metals or they could be particles of organic compounds.
Collectively they may give water offensive tastes, colors or smells. The third
important category is the pathogenic contaminants. These are the bacteria,
viruses, cysts and parasites that may cause serious illness or even death when
consumed by humans.

In the past, equipment which has been designed to process in
around 10,000-13,000 USG per day has relied on clarifying the water by filtering
it through membrane style filters and then attempting to sanitize it using heavy
doses of chlorine. The problems with this approach range from filters plugging
and requiring substantial expense to clean or replace to the fact that chlorine
is entirely reliable in sanitizing water as it can be ineffective against some
cysts, its expensive, clumsy, dangerous to handle, can create deadly compounds
like chloroform with organic compounds and is a known carcinogen. In contrast,
large-scale municipal water treatment plants (100,000+ cu meters/D, 25 million
USG) achieve greater economies by mechanically separating the suspended solids
using special flocculants that clarify the water without high doses of harsh
chemicals.

We believe that our patented technology has the ability to
separate the suspended solids from contaminated water (or residential
waste-water) using small scale, portable technology generally reserved for
larger operations. In the primary stage of clarification our equipment clarifies
water on a flow-through basis using no membrane filtration. Because of its
modular design, with each module easily handling flows of 10,000 USG/day, we can
custom design installations to accommodate varying requirements. Our technology
employs a closed system design which emits no odors and its almost silent in
its operation. It can be stopped and started without loss of efficiency and its
compact size, (about the size of one parking space) makes it transportable. It
is capable of producing sanitary clarified water through the use of our
proprietary sanitizing agent and without chlorine. The product water can then be
further upgraded using readily available equipment as fine as reverse osmosis if
the objective is to produce deliciously pure drinking water.

Distribution Methods

We intend to commercialize our technology via a number of
channels including licensing agreements with strategic partners to build, sell
and operate units outside of North America. We also intend to engage in outright
sales of our second generation units to end users and will build, own and
operate, on a fee for service basis, these larger permanent installation
stations in North America.

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Competition

The water treatment industry is widespread and highly
competitive. Many entities in the United States and around the world compete
with our efforts to produce, process and distribute treated water and water
purification equipment. We face, and expect to continue to face, competition
from entities that distribute treated water and water purification equipment.
Many of our competitors have substantially greater capital resources and more
experience in research and development, manufacturing and marketing than we do.
In addition, we may not succeed in distributing our products and bringing them
to market in a cost-effective and timely manner relative to our competitors.
Moreover, they may have greater name recognition than we do and may offer
discounts as a competitive tactic. We believe that our competitive edge is that
our technology is almost silent, emits no odors, is compact and transportable,
and does not require the use of chlorine.

The technologies for processing wastewater and approaches for
commercializing those technologies are evolving. Technological developments may
result in our processes becoming obsolete before we recover a significant
portion of any capital expenditures that we may incur. If we are unable to
commence processing of wastewater for the production of potable water for
commercial and residential use, our financial condition will be adversely
affected. Moreover, any technologies that we may develop may be made obsolete by
more efficient technologies that may be developed by our competitors in the
future.

Customers

We do not yet have any customers. Our prospective customers
include federal, state and municipal governments, developers, industrial plants
who use water in their processes, foodstuffs producers and growers, home owners,
business offices, the hospitality industry, temporary camps and emergency relief
agencies.

Intellectual Property

Our proprietary water clarification technology is patented
under U.S. Patent Number 5,904,855. The patent expires on May 18, 2014. We have
also applied to patent this technology in Canada. It is managements intention
to file future patent applications occasioned by any improvements made to our
water clarification technology.

Government Regulation

The discharge of wastewater into the environment and the
production of potable water is subject to strict regulatory standards. These
regulatory standards are controlled by the states in the United States and by
the provinces in Canada. Our technology has been reviewed and approved for the
treatment of wastewater and the discharge of effluent in several provinces of
Canada. Government regulations relating to reclamation of process water for
re-use in commercial and industrial applications typically relate to matters of
sanitation thereby presenting a lower threshold compared to wastewater release
standards or potable water production standards.

In addition, the generation, handling, storage, transportation,
treatment and disposal of waste material is subject to strict regulatory
standards. Such laws and regulations are evolving constantly and it is difficult
to predict the effect these regulations may have on us in the future.

Our operations are subject to a wide variety of federal, state,
provincial and municipal laws and regulations, including those governing the
use, storage, handling, generation, treatment, emission release, discharge and
disposal of certain materials, substances and wastes, the remediation of
contaminated soil and groundwater, and the health and safety of employees. As
such, the nature of our operations exposes us to the risk of claims with respect
to such matters and there can be no assurance that material costs or liabilities
will not be incurred in connection with such claims. Environmental legislation
also provides for standards, restrictions and prohibitions on the handling of
certain types of waste and for releases, spills, emissions into the environment
of substances that are being handled by our company. Any breach by our company
of such legislation may result in the suspension or revocation of necessary
licenses, permits or authorizations, civil liability and the imposition of fines
and penalties which would adversely affect our financial condition.

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Research and Development

We have spent approximately $15,000 on research and development
expenditures during the last two fiscal years. Such expenditures included those
associated with the testing of clarification equipment in the production of
drinking water. We plan on spending approximately $150,000 to complete further
testing of our clarification equipment over the next year. Our testing and
research program will provide greater analysis of the chemical process and
improvements in flow dynamics resulting from modifications to our equipment
design.

Employees

Other than our directors and officers, we have no
employees.

RISK FACTORS

In addition to other information in this annual report, the
following risk factors should be carefully considered in evaluating our business
because such factors may have a significant impact on our business, operating
results, liquidity and financial condition. As a result of the risk factors set
forth below, actual results could differ materially from those projected in any
forward-looking statements. Additional risks and uncertainties not presently
known to us, or that we currently consider to be immaterial, may also impact our
business, operating results, liquidity and financial condition. If any such
risks occur, our business, operating results, liquidity and financial condition
could be materially affected in an adverse manner. Under such circumstances, the
trading price of our securities could decline, and you may lose all or part of
your investment.

Risks Related to Our Business

Any product that we sell or develop must compete for market
acceptance and market share.

An important factor will be the timing of market introduction
of competitive products. Accordingly, the relative speed with which we and
competing companies can develop products, complete any required approval
processes, and supply commercial quantities of the products to the market will
be an important element of market success. Significant competitive factors
include timing and scope of regulatory approval, product availability, awareness
and acceptance of our products and their application channels to market,
marketing and sales capabilities, product attributes relative to their cost,
price and exclusivity, through patent protection or otherwise.

Our research, development and commercialization efforts may
not succeed or our competitors may develop and commercialize more effective or
successful water purification products.

In order to remain competitive, we must regularly commit
substantial resources to research and development and the commercialization of
new products. The research and development process generally takes a significant
amount of time from inception to commercial product launch. This process is
conducted in various stages. During each stage there is a substantial risk that
we will not achieve our goals on a timely basis, or at all, and we may have to
abandon a product or technology platform in which we have invested substantial
amounts. Other companies have products that compete with our products, and also
may develop effective and commercially successful products. Our competitors may
succeed in developing or commercializing products that are either more effective
than ours, or that they market before we market new products that we may
develop. There may be additional competitive products about which we are not
aware. If our competitors are able to reach the commercial market before we are,
this could have a material adverse effect on our ability to reach the commercial
market and sell our products. Many of the organizations competing with us have
substantially greater capital resources, larger research and development staffs
and facilities, greater experience in product development and in obtaining
regulatory approvals, and greater manufacturing and marketing capabilities than
we do. These organizations also compete with us to license proprietary
technology.

If we do not match our product manufacturing capability to
customer demand in a cost-effective manner, our product sales may suffer, which
could cause our business to fail.

Our product sales depend upon, among other things, our ability
to manufacture our products in commercial quantities and in a cost-effective
manner. To the extent there is a dramatic increase in demand for our products,
we

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may not be able to manufacture the products in a quick and
cost-effective manner. Our manufacturing success also depends, in part, on our
ability to transition products from research and development into commercial
scale manufacturing. If we are not successful in this transition, our ability to
produce products may suffer, which could cause our business to fail.

If product liability lawsuits are successfully brought
against us, we may incur substantial liabilities and may have to limit or cease
commercialization of our products.

The testing and marketing of our products gives rise to an
inherent risk of product liability. If we cannot successfully defend ourselves
against product liability claims, we may incur substantial liabilities or be
required to limit or cease commercialization of our products. We currently carry
product liability insurance at a level we believe is commercially reasonable,
although there is no assurance that it will be adequate to cover claims that may
arise. In certain customer contracts we indemnify third parties for certain
product liability claims related to our products. These indemnification
obligations may cause us to pay significant sums of money for claims that are
covered by these indemnifications.

Our lack of operating history means we may never generate
revenues.

We are a recently incorporated development stage company with
no operating results to date. As we have no operating history, we cannot
evaluate our financial performance as of the date of this annual report. Our
ability to continue our operations is dependent on our obtaining financing
through the sale of our equity securities. We anticipate that we will incur
increased operating costs without realizing any revenues into the foreseeable
future. For the year ending December 31, 2008 we expect to incur approximately
$200,000 in operating and capital expenses. We therefore expect to incur
significant losses into the foreseeable future. We recognize that if we are
unable to generate significant revenues from the sale of our product water, we
will not be able to earn profits or continue operations. There is no history
upon which to base any assumption as to the likelihood that we will prove
successful and we can provide investors with no assurance that we will generate
any operating revenues or ever achieve profitable operations.

If we are unable to raise further financing, we may have to
cease operations.

We have not generated any revenues since our incorporation and
we will continue to incur operating expenses without revenues until we sell our
product water. We estimate our average monthly operating expenses to be
approximately $8,000. As a result, we will need to acquire further financing.
There can be no assurance that we will be able to obtain the financing we
require, or obtain such financing on terms that are commercially viable for us.
These circumstances raise substantial doubt about our ability to continue as a
going concern.

Our business could be significantly impacted by changes in
government regulations relating to water clarification and/or reclamation, which
could increase our operating expenses and prevent us from achieving
profitability.

Our operations and properties are subject to a wide variety of
federal, state, provincial and municipal laws and regulations, including those
governing the use, storage, handling, generation, treatment, emission release,
discharge and disposal of certain materials, substances and wastes, and the
health and safety of employees. As such, the nature of our operations exposes us
to the risk of claims with respect to such matters and there can be no assurance
that material costs or liabilities will not be incurred in connection with such
claims. Environmental legislation also provides for standards, restrictions and
prohibitions on the handling of certain types of waste and for releases, spills,
emissions into the environment of substances that are being handled by our
company. Any breach by our company of such legislation may result in the
suspension or revocation of necessary licenses, permits or authorizations, civil
liability and the imposition of fines and penalties which could increase our
expenses and prevent us from achieving or maintaining profitability.

Our proposed operations involve certain environmental risks,
including spills or leaks of hazardous and/or flammable substances, which may
negatively impact our financial condition.

Our proposed operations include the transport, storage,
handling and processing of hazardous materials which involve inherent
environmental risks. Any spillage or leaks of hazardous and/or flammable
substances used in our operations may cause injury to persons and/or damage to
property. As a result, we may become subject to liability

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for such hazards and other hazards against which we cannot
insure or against which we may elect not to insure. The payment of such
liabilities and other expenses, such as restorative environmental costs, will
have a negative impact on our financial condition.

We will depend on key service providers for assistance and
expertise in beginning operations and any failure or loss of these relationships
could delay our operations, increase our expenses and hinder our success.

We must establish and maintain relationships with several key
providers for contracting, consulting and other services. If we should fail to
maintain our relationship with any of these key providers, or if any of these
providers should fail to perform, we would be forced to locate and retain
alternative providers. As a consequence, due to the critical nature of these
services, the commencement, and continuation, of our operations could be very
seriously delayed, our start-up expenses could be significantly increased and
our business could be greatly harmed, even to the point of failure of our
company.

There are several agreements and relationships that remain
to be negotiated, executed and implemented which will have a critical impact on
our operations, expenses and profitability.

We have several agreements, documents and relationships that
remain to be negotiated, executed and implemented before we can contemplate the
sale of our product water. In some cases, the parties with whom we would need to
establish a relationship have yet to be identified. Examples include agreements
to supply us with access to transportation facilities, contracts with other
utilities, contracts to sell our production and agreements with numerous
consultants. Our expectations regarding the likely terms of these agreements and
relationships could vary greatly from the terms of any agreement or relationship
that may eventually be executed or established. If we are unable to enter into
these agreements or relationships on satisfactory terms, or if revisions or
amendments to existing terms become necessary, sale of our product could be
delayed, our expenses could be increased and our profitability could be
adversely affected and the value of your investment could decline.

Our operating costs could be higher than we expect, and this
could reduce our income and any distributions we may make.

In addition to general economic conditions, market fluctuations
and commodity prices, significant increases in operating costs could adversely
affect our company due to numerous factors, many of which are beyond our
control. These increases could arise for several reasons, such as:

- increased costs for electricity, water and other utilities;
- higher transportation costs; and
- rising labor costs, particularly if any labor shortage should occur.

Our operations will subject us to ongoing compliance with
applicable governmental regulations, such as those governing pollution control,
occupational safety and other matters. We may have difficulty complying with
these regulations and our compliance costs could increase significantly.
Increases in operating costs would have a negative impact on our operating
income, and could result in substantially decreased earnings or a loss from our
operations, adversely affecting our financial condition.

The water treatment industry is widespread and competitive
forces could prevent us from achieving profitability.

The water treatment industry is widespread and highly
competitive. Numerous entities in the United States and around the world compete
with our efforts to produce, process and distribute treated water and water
purification equipment. We face, and expect to continue to face, competition
from entities that distribute treated water and water purification equipment. In
addition, many of our competitors have substantially greater capital resources
and more experience in research and development, manufacturing and marketing
than we do. We may not succeed in distributing our products and bringing them to
market in a cost-effective and timely manner relative to our competitors.
Moreover, they may have greater name recognition than we do and may offer
discounts as a competitive tactic. These competitive forces may prevent us from
achieving or maintaining profits.

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Technological advances and changes in production methods in
the water clarification and/or reclamation technology could render our
technology obsolete and adversely affect our competitive position and financial
condition.

Technological advances in water clarification and/or
reclamation could render our technology obsolete. If we are unable to adopt or
incorporate technological advances into our business, our proposed water
clarification and/or reclamation technology could become uncompetitive or
obsolete. We expect that technological advances in water clarification and/or
reclamation technology will continue to occur. If improved technologies become
available to our competitors, they may be able to produce product water at a
lower cost than us. In such an event, we may be required to acquire or develop
new technology to remain competitive. There is no assurance that third-party
licenses for any new technologies would be available on commercially reasonable
terms. If we are unable to obtain, implement or finance new technologies, our
business and financial condition will be adversely affected.

Our ability to hire and retain key personnel will be an
important factor in the success of our business and a failure to hire and retain
key personnel may result in our inability to manage and implement our business
plan.

We are highly dependent upon our management personnel such as
Earl Switenky, Daryl English and Joseph A.M. Swanson because of their experience
in relation to water clarification and reclamation. The loss of the services of
one or more of these individuals may impair managements ability to operate our
company. We have not purchased key man insurance on any of these individuals,
which insurance would provide us with insurance proceeds in the event of their
death. Without key man insurance, we may not have the financial resources to
develop or maintain our business until we could replace the individual or to
replace any business lost by the death of that person. The competition for
qualified personnel in the markets in which we operate is intense. In addition,
in order to manage growth effectively, we must implement management systems and
recruit and train new employees. We may not be able to attract and retain the
necessary qualified personnel. If we are unable to retain or to hire qualified
personnel as required, we may not be able to adequately manage and implement our
business.

Most of our assets and all of our directors and officers are
outside the United States, with the result that it may be difficult for
investors to enforce within the United States any judgments obtained against us
or any of our directors or officers.

Although we are organized under the laws of the State of
Nevada, United States, our business is principally conducted outside of the
United States. Outside the United States, it may be difficult for investors to
enforce judgments against us that are obtained in the United States in any
action, including actions predicated upon civil liability provisions of federal
securities laws. In addition, all of our directors and officers reside outside
the United States, and nearly all of the assets of these persons and our assets
are located outside of the United States. As a result, it may not be possible
for investors to effect service of process within the United States upon such
persons or to enforce against us or such persons judgments predicated upon the
liability provisions of United States securities laws. There is substantial
doubt as to the enforceability against us or any of our directors and officers
located outside the United States in original actions or in actions of
enforcement of judgments of United States courts or liabilities predicated on
the civil liability provisions of United States federal securities laws. In
addition, as the majority of our assets are located outside of the United
States, it may be difficult to enforce United States bankruptcy proceedings
against us. Under bankruptcy laws in the United States, courts typically have
jurisdiction over a debtors property, wherever it is located, including
property situated in other countries. Courts outside of the United States may
not recognize the United States bankruptcy courts jurisdiction. Accordingly,
investors may have trouble administering a United States bankruptcy case
involving a Nevada company as debtor with most of its property located outside
the United States. Any orders or judgments of a bankruptcy court obtained in the
United States may not be enforceable.

Our business is subject to comprehensive government
regulation and any change in such regulation could increase our operating
expenses.

There is no assurance that the laws, regulations, policies or
current administrative practices of any government body, organization or
regulatory agency in the United States, Canada or any other jurisdiction, will
not be changed, applied or interpreted in a manner which will fundamentally
alter the ability of our company to carry on our business. The actions, policies
or regulations, or changes thereto, of any government body or regulatory agency,
or

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- 11 -

other special interest groups, may have a detrimental effect on
our company. Any or all of these situations may increase our operating
expenses.

Risks Related to our Common Stock

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our ability to
continue operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because a significant portion of our operations
has been and will be financed through the sale of equity securities, a decline
in the price of our common stock could be especially detrimental to our
liquidity and our operations. Such reductions may force us to reallocate funds
from other planned uses and may have a significant negative effect on our
business plans and operations, including our ability to develop new products and
continue our current operations. If our stock price declines, we can offer no
assurance that we will be able to raise additional capital or generate funds
from operations sufficient to meet our obligations. If we are unable to raise
sufficient capital in the future, we may not be able to have the resources to
continue our normal operations.

The market price for our common stock may also be affected by
our ability to meet or exceed expectations of analysts or investors. Any failure
to meet these expectations, even if minor, may have a material adverse effect on
the market price of our common stock.

If we issue additional shares in the future, it will result
in the dilution of our existing shareholders.

Our certificate of incorporation authorizes the issuance of up
to 375,000,000 shares of common stock. Our board of directors may choose to
issue some or all of such shares to acquire one or more businesses or to provide
additional financing in the future. The issuance of any such shares will result
in a reduction of the book value and market price of the outstanding shares of
our common stock. If we issue any such additional shares, such issuance will
cause a reduction in the proportionate ownership and voting power of all current
shareholders. Further, such issuance may result in a change of control of our
corporation.

Trading of our stock may be restricted by the SECs penny
stock regulations, which may limit a stockholders ability to buy and sell our
stock.

The SEC has adopted regulations which generally define penny
stock to be any equity security that has a market price (as defined) less than
$5.00 per share or an exercise price of less than $5.00 per share, subject to
certain exceptions. Our securities are covered by the penny stock rules, which
impose additional sales practice requirements on broker-dealers who sell to
persons other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC, which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in and limit the
marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, sales
practice requirements may also limit a stockholders ability to buy and sell our
stock.

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- 12 -

In addition to the penny stock rules described above, the
FINRA has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. The FINRA requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock and have an adverse effect on the market for
our shares.

Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Our common stock currently trades on a limited basis on the OTC
Bulletin Board. Trading of our stock through the OTC Bulletin Board is
frequently thin and highly volatile. There is no assurance that a sufficient
market will develop in the stock, in which case it could be difficult for
shareholders to sell their stock. The market price of our common stock could
fluctuate substantially due to a variety of factors, including market perception
of our ability to achieve our planned growth, quarterly operating results of our
competitors, trading volume in our common stock, changes in general conditions
in the economy and the financial markets or other developments affecting our
competitors or us. In addition, the stock market is subject to extreme price and
volume fluctuations. This volatility has had a significant effect on the market
price of securities issued by many companies for reasons unrelated to their
operating performance and could have the same effect on our common stock.

Item 2. Description of Property.

Office Space

Our principal offices are located at 1048 1685 H Street,
Blaine, Washington, USA 98320. We pay a fee of approximately $150 annually for
the use of this location.

Item 3. Legal Proceedings.

We know of no material, active, or pending legal proceeding
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
companys directors, proposed directors, officers, or affiliates, or any
registered or beneficial shareholder, is an adverse party or has a material
interest adverse to our companys interest.

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

None.

PART II

Item 5. Market for Common Equity and Related Stockholder
Matters.

Our common shares are quoted for trading on the OTC Bulletin
Board under the symbol PURO. The following quotations obtained from
stockwatch.com reflect the highs and low bids for our common stock based on
inter-dealer prices, without retail mark-up, mark-down or commission an may not
represent actual transactions. The high and low bid prices of our common stock
for the periods indicated below are as follows:

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- 13 -

OTC Bulletin Board(1)Quarter Ended
    High
    LowNovember 30, 2007
    $0.75
    $0.55August 31, 2007
    N/A
    N/AMay 31, 2007
    N/A
    N/AFebruary 28, 2007
    N/A
    N/ANovember 30, 2006
    N/A
    N/AAugust 31, 2006
    N/A
    N/AMay 31, 2006
    N/A
    N/AFebruary 28, 2006
    N/A
    N/A


|(1) | Over-the-counter market quotations reflect inter-dealer
      prices without retail mark-up, mark-down or commission, and may not
      represent actual transactions.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

Transfer Agent and Registrar

Our transfer agent and registrar for our common stock is Empire
Stock Transfer Inc. Their address is 2470 St. Rose Pkwy, Suite 304, Henderson,
NV 89074. Their telephone number is (702) 562-4091. Their fax number is (702)
562-4081.

Holders

Our authorized capital stock consists of 375,000,000 shares of
common stock. On March 6, 2008 there were 68 registered shareholders and
55,234,603 common shares issued and outstanding.

Dividends

We have not declared any dividends since incorporation and do
not anticipate that we will do so in the foreseeable future. Although there are
no restrictions that limit the ability to pay dividends on our common shares,
our intention is to retain future earnings for use in our operations and the
expansion of our business.

Equity Compensation Plan Information

We do not have any equity compensation plans in place.

Recent Sales of Unregistered Securities

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

On February 28, 2006, we completed an offering of 27,500,000
shares of our common stock at a price of $0.0002 per share. Of these shares,
12,500,000 were issued to our former President, Mr. Michael Shamber and
15,000,000 were issued to our former Secretary, Mr. Brennon Wood. The total
amount received from this offering was $5,500. These shares were issued pursuant
to Regulation S of the Securities Act.

On June 30, 2006, we completed an offering of 27,500,000 shares
of our common stock at a price of $0.002 per share to a total of thirty-four
purchasers. The total amount received from this offering was $55,000. These
shares were issued pursuant to Regulation S of the Securities Act.

---

- 14 -

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended November 30, 2007.

Item 6. Managements Discussion and Analysis or Plan of
Operation.

You should read the following discussion of our financial
condition and results of operations together with the audited financial
statements and the notes to the audited financial statements included in this
annual report. This discussion contains forward-looking statements that reflect
our plans, estimates and beliefs and involve significant risks and
uncertainties. Our actual results may differ materially from those anticipated
in these forward-looking statements. Factors that could cause or contribute to
such differences include, but are not limited to, those discussed below and
elsewhere in this annual report, particularly in the section entitled Risk
Factors beginning on page 7 of this annual report.

Our consolidated audited financial statements are stated in
United States dollars and are prepared in accordance with United States
generally accepted accounting principles.

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 the issuance by our company of
27,500,000 shares of our common stock to the shareholders of Purio.

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

On February 13, 2008, in connection with the closing of the
amended agreement, we changed our fiscal year end to December 31. The share
exchange, contemplated by the amended agreement, is deemed to be a reverse
acquisition for accounting purposes. Purio, the acquired entity, is regarded as
the predecessor entity as of February 13, 2008. Starting with the periodic
report for the quarter in which the acquisition was consummated, our company
will file annual and quarterly reports based on the December 31 fiscal year end
of Purio. Such financial statements will depict the operating results of Purio,
including the acquisition of our company, from November 16, 1999 (Purios date
of inception).

Results of Operations for the years ended November 30, 2007
and 2006

Since our inception on June 3, 2005 to November 30, 2007, we
have not generated any revenues. For the year ended November 30, 2007 we
incurred a net loss of $76,655. For the year ended November 30, 2006 we incurred
a net loss of $11,802. From June 3, 2005 (date of inception) to November 30,
2007 we incurred a net loss of $88,825. Our net loss per share was $0.00 for the
year ended November 30, 2007.

Our total operating expenses were $77,962 for the year ended
  November 30, 2007, including $50,017 in professional fees, $18,519 in exploration
  costs and expenses, $4,866 in general and administrative fees, and $4,560 in
  listing and filing expenses. Our total operating expenses were $14,989 for the
  year ended November 30, 2006, including $3,700 in professional fees, $3,700
  in exploration costs and expenses, $3,562 in general and administrative fees,
  $3,600 in impairment of mining property rights and $427 in listing and filing.
  Our total operating expenses from June 3, 2005 (date of inception) to November
  30, 2007 were $93,319, including $53,717 in professional fees, $22,219 in exploration
  costs and expenses, $8,796 in general and administrative fees, and $4,987 in
  listing and filing expenses. Our general and administrative expenses consist
  of rent, marketing and promotion, tradeshow costs, travel, meals and entertainment,
  office maintenance, communication expenses (cellular, internet,

---

- 15 -

fax, telephone), office supplies, courier and postage costs,
web development and office supplies. Our professional fees consisted primarily
of legal, accounting and auditing fees.

Liquidity and Capital Resources

On February 13, 2008, we completed the acquisition of Purio
pursuant to the amended agreement with Purio and the shareholders of Purio. As a
result of the acquisition of Purio, we abandoned our previous business plan
which included the acquisition and exploration of mineral properties with a view
to exploiting any mineral deposits we discovered. Because we are the successor
business to Purio and because the operations and assets of Purio represents our
entire business and operations from the closing date of the amended agreement,
our managements discussion and analysis are based on Purios operations.

During the next twelve months, we plan to identify and
establish markets for our products and arrange for the construction, delivery
and commissioning of equipment to satisfy those markets. We anticipate that we
will 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:

| | Activity                                                 |   | Amount    | 
| | -------------------------------------------------------- | - | --------- | 
| | Professional
      Fees                                  | $ | 50,000    | 
| | General and Administrative Costs                         | $ | 25,000    | 
| | Construction or
      Purchase of Purification Equipment | $ | 475,000   | 
| | Marketing                                                | $ | 300,000   | 
| | Research and Development                                 | $ | 150,000   | 
| | Total                                                    | $ | 1,000,000 | 

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

We will design and build equipment based on contracted orders.
Marketing will be conducted via demonstrations, participation in trade shows,
advertising in electronic and print media, and through the development of a
representative and dealer network globally. Research and development will
continue in order to develop the technology into a broader range of
applications.

There are no assurances that we will be able to obtain further
funds required for our continued operations. We intend to pursue various
financing alternatives to meet our immediate and long-term financial
requirements. There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained 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 other obligations as they become due. In such
event, we will be forced to scale down or perhaps even cease our operations.

As of November 30, 2007, we had cash of $9,858 and a working
capital deficit of $9,976, with current assets totaling $10,629 and current
liabilities totaling $20,605.

Professional Fees

We expect to incur on-going legal, accounting and audit
expenses to comply with our reporting responsibilities as a public company under
the Exchange Act of 1934, as amended. We estimate such expenses for the next
twelve months to be approximately $50,000.

General and Administrative Expenses

We anticipate spending $25,000 on general and administrative
costs in the next twelve month period. We expect these costs to consist of
expenses such as office rent, office supplies and equipment, travel and
telephone expenses.

---

- 16 -

To date, we have had negative cash flows from operations and we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements. We expect this situation to continue for the foreseeable
future. We anticipate that we will have negative cash flows during the next
twelve month period.

As indicated above, we anticipate that our projected operating
expenses for the next twelve months will be $1,000,000. We had a working capital
deficit of $9,976 as of November 30, 2007. We will be required to raise
additional funds through the issuance of equity securities or through debt
financing in order to carry-out our plan of operations for the next twelve month
period. There can be no assurance that we will be successful in raising the
required capital or that actual cash requirements will not exceed our
estimates.

Trends and Uncertainties

To date, we have had negative cash flows from operations and we
have been dependent on sales of our equity securities and debt financing to meet
our cash requirements. We expect this situation to continue for the foreseeable
future. We anticipate that we will have negative cash flows during the next
twelve month period.

Given that we have not generated any revenues to date, our cash
requirements are subject to numerous contingencies and risk factors beyond our
control, including operation and acquisition risks, competition from well-funded
competitors, and our ability to manage growth. We can offer no assurance that
our company will generate cash flow sufficient to achieve profitable operations
or that our expenses will not exceed our projections. If our expenses exceed
estimates, we will require additional monies during the next twelve months to
execute our business plan.

There are no assurances that we will be able to obtain funds
required for our continued operation. There can be no assurance that additional
financing will be available to us when needed or, if available, that it can be
obtained on commercially reasonable terms. If we are not able to obtain
additional financing on a timely basis, we will not be able to meet our other
obligations as they become due and we will be forced to scale down or perhaps
even cease the operation of our business.

Summary of product research and development

We have developed lighter weight, more compact clarifier
designs and we are preparing applications to file patent protection for these
second generation clarifier design improvements. We intend to carry on applied
testing will take place over the next several months.

Expected purchase or sale of plant and significant
equipment

We are in negotiations with a potential client for the purchase
of clarification process equipment. The equipment has already been constructed
and tested. If negotiations are successful, we expect that the equipment would
be installed and operational within the next 12 months.

Significant changes in the number of employees

Other than our directors and officers, we have no employees.
However, we intend to hire, on a full-time basis, a sales and marketing person
within the next three months.

Going Concern

Given that we are a exploration stage company and have not
generated any revenues to date, our cash flow projections are subject to
numerous contingencies and risk factors beyond our control, including our
ability to manage our expected growth and commence operations. We can offer no
assurance that our company will generate cash flow sufficient to meet our cash
flow projections or that our expenses will not exceed our projections. If our
expenses exceed estimates, we will require additional monies during the next
twelve months to execute our business plan.

---

- 17 -

There are no assurances that we will be able to obtain funds
required for our continued operation. There can be no assurance that additional
financing will be available to us when needed or, if available, that it can be
obtained on commercially reasonable terms. If we are not able to obtain
additional financing on a timely basis, we will not be able to meet our other
obligations as they become due and we will be forced to scale down or perhaps
even cease the operation of our business.

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon obtaining
further long-term financing and successful and sufficient market acceptance of
our products and, finally, achieving a profitable level of operations. The
issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current stockholders. Obtaining
commercial loans, assuming those loans would be available, will increase our
liabilities and future cash commitments.

Off-Balance Sheet Arrangements

Our company has no outstanding derivative financial
instruments, off-balance sheet guarantees, interest rate swap transactions or
foreign currency contracts. Neither our company nor our operating subsidiary
engages in trading activities involving non-exchange traded contracts.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying disclosures of our company. Although these estimates
are based on managements knowledge of current events and actions that our
company may undertake in the future, actual results may differ from such
estimates.

Mineral Interest

Pursuant to SFAS No. 141 and SFAS No. 142, as amended by EITF
04-02, mineral interest associated with other than owned properties are
classified as tangible assets. The Company capitalized $3,600 related to the
mineral rights which was subsequently impaired as of November 30, 2006.

Going Concern

As reflected in the accompanying financial statements, we are
in the exploration stage with limited operations and with negative cash flow
from operations from inception. This raises substantial doubt about our ability
to continue as a going concern. The ability of our company to continue as a
going concern is dependent on our ability to raise additional capital and
implement our business plan. The financial statements do not include any
adjustments that might be necessary if we are unable to continue as a going
concern.

We currently do not have enough cash to satisfy our minimum
cash requirements for the next twelve months. In addition, we will require
additional funds to expand operations and for further exploration

Management has plans to seek additional capital funding to
implement our business plan through private placement and public offerings of
common shares in its capital stock

Management believes that actions presently being taken to
obtain additional funding and implement our strategic plans provide the
opportunity for our company to continue as a going concern.

NEW ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements. The objective of SFAS 157 is to increase consistency and
comparability in fair value measurements and to expand disclosures about fair
value measurements. SFAS 157 defines fair value, establishes a framework for
measuring fair value in generally accepted accounting principles, and expands
disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value

---

- 18 -

measurements. The provisions of SFAS No. 157 are effective for
fair value measurements made in fiscal years beginning after November 15, 2007.
The adoption of this statement is not expected to have a material effect on our
companys future reported financial position or results of operations.

In February 2007, the Financial Accounting Standards Board
(FASB) issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities  Including an Amendment of FASB Statement No. 115. This
statement permits entities to choose to measure many financial instruments and
certain other items at fair value. Most of the provisions of SFAS No. 159 apply
only to entities that elect the fair value option. However, the amendment to
SFAS No. 115 Accounting for Certain Investments in Debt and Equity Securities
applies to all entities with available-for-sale and trading securities. SFAS No.
159 is effective as of the beginning of an entitys first fiscal year that
begins after November 15, 2007. Early adoption is permitted as of the beginning
of a fiscal year that begins on or before November 15, 2007, provided the entity
also elects to apply the provision of SFAS No. 157, Fair Value Measurements.
The adoption of this statement is not expected to have a material effect on our
companys financial statements.

In December 2007, the Financial Accounting Standards Board
(FASB) issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial
Statements  an amendment of ARB No. 51. This statement improves the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards that require; the ownership interests in
subsidiaries held by parties other than the parent and the amount of
consolidated net income attributable to the parent and to the noncontrolling
interest be clearly identified and presented on the face of the consolidated
statement of income, changes in a parents ownership interest while the parent
retains its controlling financial interest in its subsidiary be accounted for
consistently, when a subsidiary is deconsolidated, any retained noncontrolling
equity investment in the former subsidiary be initially measured at fair value,
entities provide sufficient disclosures that clearly identify and distinguish
between the interests of the parent and the interests of the noncontrolling
owners. SFAS No. 160 affects those entities that have an outstanding
noncontrolling interest in one or more subsidiaries or that deconsolidate a
subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008. Early
adoption is prohibited. The adoption of this statement is not expected to have a
material effect on our companys financial statements. These recent accounting
pronouncements have no current applicability to our company and have no effect
on the financial statements.

Item 7. Financial Statements.

Our financial statements are stated in United States dollars,
are prepared in accordance with United States generally accepted accounting
principles.

It is the opinion of management that the audited financial
statements for the fiscal year ended November 30, 2007 include all adjustments
necessary in order to ensure that the audited financial statements are not
misleading.

The following financial statements are filed as part of this
annual report:

| | Report of Independent Registered Public Accounting Firm
      dated March 11, 2008;                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                
| | Balance Sheets at November 30, 2007 and 2006;                                                                                                                  
| |                                                                                                                                                                
| | Statements of Changes in Stockholders Equity for the period
        June 3, 2005 (inception) to November 30, 2007;                                             
| |                                                                                                                                                                
| | Statements of Operations for the years ended November 30,
      2007 and 2006 and for the period from June 3, 2005 (inception) and
      November 30, 2007;    
| |                                                                                                                                                                
| | Statements of Cash Flows for the years ended November 30,
      2007 and 2006 and for the period from June 3, 2005 (inception) and
      November 30, 2007; and
| |                                                                                                                                                                
| | Notes to the Financial Statements.                                                                                                                             

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- 19 -

PURIO INC. (f/k/a AOM MINERALS LTD.) (AN EXPLORATION
STAGE COMPANY) FINANCIAL STATEMENTSAS OF NOVEMBER 30, 2007 AND
2006(Expressed in US Dollars)

---

- 20 -

PURIO INC. (f/k/a AOM MINERALS LTD.) (AN EXPLORATION
STAGE COMPANY)

CONTENTS

|PAGE  | 21      | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                                                                      
|----- | ------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |         |                                                                                                                                                              
|PAGE  | 22      | BALANCE SHEETS AS OF NOVEMBER 30, 2007 and 2006                                                                                                              
|      |         |                                                                                                                                                              
|PAGE  | 23      | STATEMENT OF OPERATIONS FOR YEARS ENDED NOVEMBER 30, 2007
        AND 2006, AND FOR THE PERIOD FROM JUNE 3, 2005 (INCEPTION) TO NOVEMBER
        30, 2007    
|      |         |                                                                                                                                                              
|PAGE  | 24      | STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)
        FOR THE PERIOD FROM JUNE 3, 2005 (INCEPTION) TO NOVEMBER 30, 2007                             
|      |         |                                                                                                                                                              
|PAGE  | 25      | STATEMENT OF CASH FLOWS FOR THE YEARS ENDED NOVEMBER 30,
        2007 AND 2006, AND FOR THE PERIOD FROM JUNE 3, 2005 (INCEPTION) TO NOVEMBER
        30, 2007
|      |         |                                                                                                                                                              
|PAGES | 26 - 29 | NOTES TO FINANCIAL STATEMENTS                                                                                                                                

---

- 21 -

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors of: Purio Inc.(An Exploration
Stage Company)

We have audited the accompanying balance sheets of Purio Inc.
(f/k/a AOM Minerals Ltd.) (an exploration stage company) as of November 30, 2007
and 2006, and the related statements of operations and comprehensive income,
changes in stockholders equity (deficit) and cash flows for the years then
ended and for the period from June 3, 2005 (inception) to November 30, 2007.
These financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly in all material respects, the financial position of Purio Inc.
(f/k/a AOM Minerals Ltd.) (an exploration stage company) as of November 30, 2007
and 2006 and the results of its operations and its cash flows for the years then
ended, and for the period from June 3, 2005 (inception) to November 30, 2007 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
5 to the financial statements, the Company is in the exploration stage with no
operations, has a net loss of $76,655, a negative cash flow from operations of
$47,042 from inception, and a working capital and stockholders deficit of
$9,976. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans concerning these matters are
also described in Note 5. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

WEBB & COMPANY, P.A. Boynton Beach, Florida March
11, 2008

---

|- 22 -                          
|--------------------------------
|                                
|PURIO INC.                      
|(f/k/a AOM MINERALS LTD.)       
|(AN EXPLORATION STAGE COMPANY)  
|BALANCE SHEETS                  
|AS OF NOVEMBER 30, 2007 AND 2006
|(Expressed in US Dollars        

|ASSETS                                                        |  
|------------------------------------------------------------- | -
|                                                              |  
|                                                              |  
|CURRENT ASSETS                                                |  
|Cash                                                          | $
|Prepaid                                                       |  
|TOTAL ASSETS                                                  | $
|                                                              |  
|                                                              |  
|                                                              |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)          |  
|                                                              |  
|CURRENT LIABILITIES                                           |  
|Accounts payable and accrued
      expenses                   | $
|Due to related party                                          |  
|                                                              |  
|TOTAL LIABILITIES                                             |  
|                                                              |  
|                                                              |  
|STOCKHOLDERS EQUITY (DEFICIT)                                |  
|Common stock, $0.001 par value, 375,000,000 shares            |  
|authorized, 55,000,000
      and 55,000,000 shares issued and |  
|outstanding, respectively                                     |  
|Additional paid in capital                                    |  
|Other comprehensive income (loss)                             |  
|Accumulated deficit during
      exploration stage            |  
|Total Stockholders Equity (Deficit)                          |  
|                                                              |  
|TOTAL LIABILITIES AND STOCKHOLDERS                           |  
|EQUITY (DEFICIT)                                              | $

See accompanying notes to audited financial statements.

---

|- 23 -                        
|------------------------------
|                              
|PURIO INC.                    
|(f/k/a AOM MINERALS LTD.)     
|(AN EXPLORATION STAGE COMPANY)
|STATEMENTS OF OPERATIONS      
|(Expressed in US Dollars)     

|                                          |   |              |   |   |              |   |   | For the          |  
|----------------------------------------- | - | ------------ | - | - | ------------ | - | - | ---------------- | -
|                                          |   |              |   |   |              |   |   | Period from June |  
|                                          |   | For the Year |   |   | For the Year |   |   | 3, 2005          |  
|                                          |   | Ended        |   |   | Ended        |   |   | (Inception) to   |  
|                                          |   | November 30, |   |   | November 30, |   |   | November 30,     |  
|                                          |   | 2007         |   |   | 2006         |   |   | 2007             |  
|                                          |   |              |   |   |              |   |   |                  |  
|OPERATING EXPENSES                        |   |              |   |   |              |   |   |                  |  
|Professional fees                         | $ | 50,017       |   | $ | 3,700        |   | $ | 55,717           |  
|Exploration costs and expenses            |   | 18,519       |   |   | 3,700        |   |   | 22,219           |  
|General and administrative                |   | 4,866        |   |   | 3,562        |   |   | 8,796            |  
|Impairment of mineral property rights     |   | -            |   |   | 3,600        |   |   | 3,600            |  
|Listing and filing                        |   | 4,560        |   |   | 427          |   |   | 4,987            |  
|Total Operating Expenses                  |   | 77,962       |   |   | 14,989       |   |   | 93,319           |  
|                                          |   |              |   |   |              |   |   |                  |  
|LOSS FROM OPERATIONS                      |   | (77,962      | ) |   | (14,989      | ) |   | (93,319          | )
|                                          |   |              |   |   |              |   |   |                  |  
|OTHER INCOME                              |   |              |   |   |              |   |   |                  |  
|                                          |   |              |   |   |              |   |   |                  |  
|                                          |   |              |   |   |              |   |   |                  |  
|                                          |   |              |   |   |              |   |   |                  |  
|Foreign currency transaction gain         |   | 282          |   |   | 2,908        |   |   | 3,190            |  
|Interest income                           |   | 1,025        |   |   | 279          |   |   | 1,304            |  
|Total Other Income                        |   | 1,307        |   |   | 3,187        |   |   | 4,494            |  
|                                          |   |              |   |   |              |   |   |                  |  
|Provision for income taxes                |   | -            |   |   | -            |   |   | -                |  
|                                          |   |              |   |   |              |   |   |                  |  
|NET LOSS                                  | $ | (76,655      | ) | $ | (11,802      | ) | $ | (88,825          | )
|                                          |   |              |   |   |              |   |   |                  |  
|OTHER COMPREHENSIVE INCOME                |   |              |   |   |              |   |   |                  |  
|Foreign currency translation gain         |   | 2,656        |   |   | (2,656       | ) |   | -                |  
|                                          |   |              |   |   |              |   |   |                  |  
|COMPREHENSIVE LOSS                        | $ | (73,999      | ) | $ | (14,458      | ) | $ | (88,825          | )
|                                          |   |              |   |   |              |   |   |                  |  
|Net loss per share - basic and diluted    | $ | (0.00        | ) | $ | (0.00        | ) | $ | (0.00            | )
|Weighted average number of shares         |   |              |   |   |              |   |   |                  |  
|outstanding during the period - basic and |   |              |   |   |              |   |   |                  |  
|diluted                                   |   | 55,000,000   |   |   | 37,593,835   |   |   | 37,435,989       |  

See accompanying notes to audited financial statements.

---

|- 24 -                                                                 
|-----------------------------------------------------------------------
|                                                                       
|PURIO INC.                                                             
|(f/k/a AOM MINERALS LTD.)                                              
|(AN EXPLORATION STAGE COMPANY)                                         
|STATEMENT OF STOCKHOLDERS EQUITY                                      
|FOR THE PERIOD FROM JUNE 3, 2005 (INCEPTION) TO
      NOVEMBER 30, 2007
|(Expressed in US Dollars)                                              

|                                                     |  |              |  |   |         |  |   |               |   |   |             |   |   | Accumulated    |   |   |         |  
|---------------------------------------------------- |  | ------------ |  | - | ------- |  | - | ------------- | - | - | ----------- | - | - | -------------- | - | - | ------- | -
|                                                     |  |              |  |   |         |  |   | Additional    |   |   | Other       |   |   | Deficit During |   |   |         |  
|                                                     |  | Common Stock |  |   | Paid-In |  |   | Comprehensive |   |   | Exploration |   |   |                |  
|                                                     |  | Shares       |  |   | Amount  |  |   | Capital       |   |   | Income      |   |   | Stage          |   |   | Total   |  
|                                                     |  |              |  |   |         |  |   |               |   |   |             |   |   |                |   |   |         |  
|                                                     |  |              |  |   |         |  |   |               |   |   |             |   |   |                |   |   |         |  
|Net loss for the period from June 3, 2005            |  |              |  |   |         |  |   |               |   |   |             |   |   |                |   |   |         |  
|(inception) to November 30, 2005                     |  | -            |  | $ | -       |  | $ | -             |   | $ | -           |   | $ | (368           | ) | $ | (368    | )
|                                                     |  |              |  |   |         |  |   |               |   |   |             |   |   |                |   |   |         |  
|Balance, November 30, 2005                           |  | -            |  |   | -       |  |   | -             |   |   | -           |   |   | (368           | ) |   | (368    | )
|Common stock issued to founders for cash             |  |              |  |   |         |  |   |               |   |   |             |   |   |                |   |   |         |  
|($0.001 per share)                                   |  | 27,500,000   |  |   | 27,500  |  |   | (22,000       | ) |   | -           |   |   | -              |   |   | 5,500   |  
|Common stock issued for cash ($0.01 per
      share) |  | 27,500,000   |  |   | 27,500  |  |   | 27,500        |   |   | -           |   |   | -              |   |   | 55,000  |  
|Net loss for the year ended November 30, 2006        |  | -            |  |   | -       |  |   | -             |   |   | -           |   |   | (11,802        | ) |   | (11,802 | )
|Other Comprehensive loss                             |  | -            |  |   | -       |  |   | -             |   |   | (2,656      | ) |   | -              |   |   | (2,656  | )
|Total Comprehensive loss                             |  | -            |  |   | -       |  |   | -             |   |   | -           |   |   | -              |   |   | (14,458 | )
|                                                     |  |              |  |   |         |  |   |               |   |   |             |   |   |                |   |   |         |  
|BALANCE, NOVEMBER 30, 2006                           |  | 55,000,000   |  |   | 55,000  |  |   | 5,500         |   |   | (2,656      | ) |   | (12,170        | ) |   | 45,674  |  
|In-Kind Contribution of Expenses                     |  | -            |  |   | -       |  |   | 18,349        |   |   | -           |   |   | -              |   |   | 18,349  |  
|Net loss for the year ended November 30, 2007        |  | -            |  |   | -       |  |   | -             |   |   | -           |   |   | (76,655        | ) |   | (76,655 | )
|Other Comprehensive gain                             |  | -            |  |   | -       |  |   | -             |   |   | 2,656       |   |   | -              |   |   | 2,656   |  
|Total Comprehensive loss                             |  | -            |  |   | -       |  |   | -             |   |   | -           |   |   | -              |   |   | (73,999 | )
|                                                     |  |              |  |   |         |  |   |               |   |   |             |   |   |                |   |   |         |  
|BALANCE, NOVEMBER 30, 2007                           |  | 55,000,000   |  | $ | 55,000  |  | $ | 23,849        |   | $ | -           |   | $ | (88,825        | ) | $ | 9,976   |  

See accompanying notes to audited financial statements.

---

|- 25 -                        
|------------------------------
|                              
|PURIO INC.                    
|(f/k/a AOM MINERALS LTD.)     
|(AN EXPLORATION STAGE COMPANY)
|STATEMENTS OF CASH FLOWS      
|(AUDITED)                     
|(Expressed in US Dollars)     

|                                                            |   |              |   |   |              |   |   | For the        |  
|----------------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | -------------- | -
|                                                            |   |              |   |   |              |   |   | Period from    |  
|                                                            |   | For the Year |   |   | For the Year |   |   | June 3, 2005   |  
|                                                            |   | Ended        |   |   | Ended        |   |   | (Inception) to |  
|                                                            |   | November 30, |   |   | November 30, |   |   | November 30,   |  
|                                                            |   | 2007         |   |   | 2006         |   |   | 2007           |  
|CASH FLOWS FROM OPERATING                                   |   |              |   |   |              |   |   |                |  
|ACTIVITIES:                                                 |   |              |   |   |              |   |   |                |  
|Net loss                                                    | $ | (76,655      | ) | $ | (11,802      | ) | $ | (88,825        | )
|Adjustments to reconcile net loss
      to net cash used in |   |              |   |   |              |   |   |                |  
|operating activities:                                       |   |              |   |   |              |   |   |                |  
|Impairment of mineral
      rights                          |   | -            |   |   | 3,600        |   |   | 3,600          |  
|In-kind
      contribution of expenses                      |   | 18,349       |   |   | -            |   |   | 18,349         |  
|Changes in operating assets and liabilities:                |   |              |   |   |              |   |   |                |  
|Prepaid                                                     |   | (771         | ) |   | -            |   |   | (771           | )
|Accounts payable                                            |   | 16,805       |   |   | 3,432        |   |   | 20,605         |  
|Due to
      related Party                                  |   | (3,549       | ) |   | 3,549        |   |   | -              |  
|Net Cash Used In Operating Activities                       |   | (45,821      | ) |   | (1,221       | ) |   | (47,042        | )
|                                                            |   |              |   |   |              |   |   |                |  
|CASH FLOWS FROM INVESTING ACTIVITIES                        |   |              |   |   |              |   |   |                |  
|Purchase of mineral property rights                         |   | -            |   |   | (3,600       | ) |   | (3,600         | )
|Net Cash Used In Investing Activities                       |   | -            |   |   | (3,600       | ) |   | (3,600         | )
|                                                            |   |              |   |   |              |   |   |                |  
|CASH FLOWS FROM FINANCING ACTIVITIES                        |   |              |   |   |              |   |   |                |  
|Proceeds from issuance of common
      stock                |   | -            |   |   | 60,500       |   |   | 60,500         |  
|Net Cash Provided By Financing Activities                   |   | -            |   |   | 60,500       |   |   | 60,500         |  
|                                                            |   |              |   |   |              |   |   |                |  
|EFFECT OF EXCHANGE RATES ON CASH                            |   | 2,656        |   |   | (2,656       | ) |   | -              |  
|                                                            |   |              |   |   |              |   |   |                |  
|NET INCREASE (DECREASE) IN CASH                             |   | (43,165      | ) |   | 53,023       |   |   | 9,858          |  
|                                                            |   |              |   |   |              |   |   |                |  
|CASH AND CASH EQUIVALENTS AT BEGINNING                      |   |              |   |   |              |   |   |                |  
|OF PERIOD                                                   |   | 53,023       |   |   | -            |   |   | -              |  
|CASH AND CASH EQUIVALENTS AT END OF                         |   |              |   |   |              |   |   |                |  
|PERIOD                                                      | $ | 9,858        |   | $ | 53,023       |   | $ | 9,858          |  
|                                                            |   |              |   |   |              |   |   |                |  
|SUPPLEMENTAL DISCLOSURE OF
      CASH FLOW INFORMATION:     |   |              |   |   |              |   |  
|                                                            |   |              |   |   |              |   |   |                |  
|Cash paid for interest                                      | $ | -            |   | $ | -            |   | $ | -              |  
|                                                            |   |              |   |   |              |   |   |                |  
|Cash paid for taxes                                         | $ | -            |   | $ | -            |   | $ | -              |  

See accompanying notes to audited financial statements.

---

|- 26 -                          
|--------------------------------
|                                
|PURIO INC.                      
|(f/k/a AOM MINERALS LTD.)       
|(AN EXPLORATION STAGE COMPANY)  
|NOTES TO FINANCIAL STATEMENTS   
|AS OF NOVEMBER 30, 2007 and 2006
|(Expressed in US Dollars)       

|NOTE 1 | SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES AND ORGANIZATION
|------ | -----------------------------------------------------------------

(A)
Organization

Purio Inc. (f/k/a AOM Minerals Ltd.)
(an exploration stage company) (the Company) was incorporated under the laws
of the State of Nevada on June 3, 2005. The Company is a natural resource
exploration company with an objective of acquiring, exploring and if warranted
and feasible, developing natural resource properties. Effective December 5,
2007, the Company changed its name to Purio Inc. to better reflect its future
operations (see Note 6). Activities during the exploration stage include
developing the business plan and raising capital.

(B) Use of
Estimates

In preparing financial statements in
conformity with generally accepted accounting principles, management is required
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reported
period. Actual results could differ from those estimates.

(C) Cash and Cash
Equivalents

For purposes of the cash flow
statements, the Company considers all highly liquid investments with original
maturities of three months or less at the time of purchase to be cash
equivalents.

(D) Mineral
Property

Pursuant to SFAS No. 141 and SFAS No.
142, as amended by EITF 04-02, mineral interest associated with other than owned
properties are classified as tangible assets. The Company capitalized $3,600
related to the mineral rights which was subsequently impaired as of November 30,
2006.

(E) Long-Lived
Assets

The Company accounts for long-lived
assets under the Statements of Financial Accounting Standards Nos. 142 and 144
Accounting for Goodwill and Other Intangible Assets and Accounting for
Impairment or Disposal of Long-Lived Assets (SFAS No. 142 and 144). In
accordance with SFAS No. 142 and 144, long-lived assets, goodwill and certain
identifiable intangible assets held and used by the Company are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset August not be recoverable. For purposes of
evaluating the recoverability of long-lived assets, goodwill and intangible
assets, the recoverability test is performed using undiscounted net cash flows
related to the long-lived assets.

(F) Income
Taxes

The Company accounts for income taxes
under the Statement of Financial Accounting Standards No. 109, Accounting for
Income Taxes (Statement 109). Under Statement 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date. As of November 30, 2007, the Company has a net
operating loss carryforward of $80,476 available to offset future taxable income
through 2027. The valuation allowance at November 30, 2007 was $27,362. The net
change in valuation allowance for the period ended November 30, 2007 was
$23,224.

---

|- 27 -                          
|--------------------------------
|                                
|PURIO INC.                      
|(f/k/a AOM MINERALS LTD.)       
|(AN EXPLORATION STAGE COMPANY)  
|NOTES TO FINANCIAL STATEMENTS   
|AS OF NOVEMBER 30, 2007 and 2006
|(Expressed in US Dollars)       

(G) Loss Per
Share

Basic and diluted net loss per common
share is computed based upon the weighted average common shares outstanding as
defined by Financial Accounting Standards No. 128, Earnings per Share. As of
November 30, 2007 and 2006, there were no common share equivalents
outstanding.

(H) Business
Segments

The Company operates in one segment
and therefore segment information is not presented.

(I) Recent Accounting
Pronouncements

In September 2006, the FASB issued
SFAS No. 157, Fair Value Measurements. The objective of SFAS 157 is to
increase consistency and comparability in fair value measurements and to expand
disclosures about fair value measurements. SFAS 157 defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles, and expands disclosures about fair value measurements.
SFAS 157 applies under other accounting pronouncements that require or permit
fair value measurements and does not require any new fair value measurements.
The provisions of SFAS No. 157 are effective for fair value measurements made in
fiscal years beginning after November 15, 2007. The adoption of this statement
is not expected to have a material effect on the Company's future reported
financial position or results of operations.

In February 2007, the Financial
Accounting Standards Board (FASB) issued SFAS No. 159, The Fair Value Option
for Financial Assets and Financial Liabilities  Including an Amendment of FASB
Statement No. 115. This statement permits entities to choose to measure
many financial instruments and certain other items at fair value. Most of the
provisions of SFAS No. 159 apply only to entities that elect the fair value
option. However, the amendment to SFAS No. 115 Accounting for Certain
Investments in Debt and Equity Securities applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entitys first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, Fair Value Measurements. The adoption of
this statement is not expected to have a material effect on the Company's
financial statements.

In December 2007, the Financial
Accounting Standards Board (FASB) issued SFAS No. 160, Noncontrolling
Interests in Consolidated Financial Statements  an amendment of ARB No.
51. This statement improves the relevance, comparability, and transparency
of the financial information that a reporting entity provides in its
consolidated financial statements by establishing accounting and reporting
standards that require; the ownership interests in subsidiaries held by parties
other than the parent and the amount of consolidated net income attributable to
the parent and to the noncontrolling interest be clearly identified and
presented on the face of the consolidated statement of income, changes in a
parents ownership interest while the parent retains its controlling financial
interest in its subsidiary be accounted for consistently, when a subsidiary is
deconsolidated, any retained noncontrolling equity investment in the former
subsidiary be initially measured at fair value, entities provide sufficient
disclosures that clearly identify and distinguish between the interests of the
parent and the interests of the noncontrolling owners. SFAS No. 160 affects
those entities that have an outstanding noncontrolling interest in one or more
subsidiaries or that deconsolidate a subsidiary. SFAS No. 160 is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008. Early adoption is prohibited. The adoption of this
statement is not expected to have a material effect on the Company's financial
statements. These recent accounting pronouncements have no current applicability
to the Company and have no effect on the financial statements.

---

|- 28 -                          
|--------------------------------
|                                
|PURIO INC.                      
|(f/k/a AOM MINERALS LTD.)       
|(AN EXPLORATION STAGE COMPANY)  
|NOTES TO FINANCIAL STATEMENTS   
|AS OF NOVEMBER 30, 2007 and 2006
|(Expressed in US Dollars)       

(J) Foreign Currency
Translation

In accordance with SFAS 52 "Foreign
Currency Translation", the Company has determined that its functional currency
is the United States Dollar. The Company recorded a comprehensive loss of $Nil
from the translation of cash held at a Canadian bank as of November 30,
2007.

(K) Concentration of Credit
Risk

The Company at times has cash in banks
in excess of FDIC insurance limits. At November 30, 2007 and 2006, the Company
had no amounts, in excess of FDIC insurance limits.

At November 30, 2007 and 2006, the
Company had total cash of $17,757 and $33,190, respectively, in a Canadian bank
which is uninsured.

(L) Fair Value of Financial
Instruments

The carrying amounts on the Companys
financial instruments including accounts payable approximate fair value due to
the relatively short period to maturity for this instrument

|NOTE 2 | ACQUISITION OF MINERAL PROPERTY                                                                                                                                                                                                                                                                                                     
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                     
|       | On March 31, 2006, the Company entered into an agreement
      for an option to acquire a 100% interest in The Augustbe Property in the
      Kettle River Region of British Columbia, Canada for a purchase price of
      $3,600. The property consists of 2 mineral claims known as the Kenrick #1
      and Hard To Beat Claims.
|       |                                                                                                                                                                                                                                                                                                                                     
|       | In August 2006, a geological survey on the property was
      completed, geological report filed, and exploration program recommended.                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                     
|       | Because the company has not yet established the viability
      of the property, the mineral rights were impaired 100% as of November 30,
      2006.                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                     
|NOTE 3 | STOCKHOLDERS EQUITY                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                     
|       | On February 28, 2006, the Company issued 27,500,000
      shares of common stock to its founders for cash of $5,500 ($0.0002 per
      share).                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                     
|       | On June 30, 2006, the Company issued 27,500,000 shares of
      common stock for cash of $55,000 ($0.002 per share).                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                     
|       | As of November 30, 2007, the Companys President
      contributed rent and administrative expenses with a fair value of $8,349
      to the Company and paid legal bills of $10,000 on behalf of the Company
      (See Note 4).                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                     
|       | On October 29, 2007 the Company affected a 1: 5 forward
      stock split. All share and per share amounts have been retroactively
      restated.                                                                                                                                                                                  

---

|- 29 -                          
|--------------------------------
|                                
|PURIO INC.                      
|(f/k/a AOM MINERALS LTD.)       
|(AN EXPLORATION STAGE COMPANY)  
|NOTES TO FINANCIAL STATEMENTS   
|AS OF NOVEMBER 30, 2007 and 2006
|(Expressed in US Dollars)       

|NOTE 4 | RELATED PARTY
|------ | -------------

As of November 30, 2007, the Companys
President contributed rent and administrative expenses with a fair value of
$8,349 to the Company and paid legal bills of $10,000 on behalf of the Company
(See Note 3).

|NOTE 5 | GOING CONCERN
|------ | -------------

As reflected in the accompanying
financial statements, the Company is in the exploration stage with no
operations, has a net loss of $76,655, a negative cash flow from operations of
$47,042 from inception, and a working capital and stockholders deficit of
$9,976. This raises substantial doubt about its ability to continue as a going
concern. The ability of the Company to continue as a going concern is dependent
on the Companys ability to raise additional capital and implement its business
plan. The financial statements do not include any adjustments that might be
necessary if the Company is unable to continue as a going concern.

Management believes that actions
presently being taken to obtain additional funding and implement its strategic
plans provide the opportunity for the Company to continue as a going
concern.

|NOTE 6 | SUBSEQUENT EVENT
|------ | ----------------

On December 7, 2007, the Company
entered into a share exchange agreement with Purio Environmental Water Source,
Inc. (Purio), a private Nevada corporation, and the shareholders of Purio.
Pursuant to the terms of the share exchange agreement, the Company agreed to
acquire all of the issued and outstanding shares of Purios common stock in
exchange for 27,500,000 shares of the Company.

On February 11, 2008, the share
exchange agreement was amended. Pursuant to the terms of the amendment, the
Company agreed to acquire all of the issued and outstanding shares of Purios
common stock in exchange for the Companys issuance of approximately 27,734,603
shares to the shareholders of Purio. The transaction will be accounted for as a
reverse merger, with Purio being the accounting acquirer for accounting
purposes.

---

- 30 -

Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.

None.

Item 8A. Controls and Procedures.

As required by Rule 13a-15 under the Exchange Act, we have
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures at November 30, 2007, which is the end of the period
covered by this annual report. This evaluation was carried out by our principal
executive officer and our principal financial officer. Based on this evaluation,
our principal executive officer and our principal financial officer have
concluded that the design and operation of our disclosure controls and
procedures are effective as at the end of the period covered by this annual
report. There were no changes in our internal control over financial reporting
or in other factors that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting in our most
recent period covered by the annual report.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
by our company 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 SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information
required to be disclosed by our company in the reports that we file or submit
under the Exchange Act is accumulated and communicated to our management,
including our principal executive officer and our principal financial officer,
as appropriate, to allow timely decisions regarding required disclosure.

PART III

Item 9. Directors, Executive Officers, Promoters, Control
Persons and Corporate Governance; Compliance With Section 16(a) of the Exchange
Act.

The following individuals serve as the directors and executive
officers of our company. All directors of our company and our subsidiary hold
office until the next annual meeting of our shareholders or until their
successors have been elected and qualified. The executive officers of our
company and our operating subsidiary are appointed by our board of directors and
hold office until their death, resignation or removal from office.

Name
    Position
      Held with our Company
    Age
    Date First Elected or AppointedEarl Switenky
    Director
    58
    October 19, 2007Joseph A.M. Swanson
    Chief
      Operations Officer, Vice-President and Director
    59
    November 20, 2007Daryl English
    President, Chief Executive
      Officer, Chief Financial Officer, Principal Accounting Officer,
      Secretary and Treasurer
    60
    February 8, 2008


Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee of our company and the executive officers of our
subsidiary, indicating the persons principal occupation during that period, and
the name and principal business of the organization in which such occupation and
employment were carried out.

---

- 31 -

Earl Switenky, Director

Mr. Switenky brings a strong educational background and
extensive experience to his position. Mr. Switenky has nearly three decades of
executive experience, and nearly a decade of expertise in the water industry as
a base of knowledge. Upon graduating with a degree in Education from the
University of Saskatchewan in 1974, Mr. Switenky was responsible for running
Turfland Inc., a successful full service landscaping and irrigation design and
installation company, from its inception in 1984 to 1994. After 10 years
directing Turfland Inc., Mr. Switenky was as an Instructor at Northwest Regional
College from 1985 to 1993. In 1993 he worked as an independent contractor for a
private, international marketing company; contracted to the fine jewelry and
precious metals industry. Mr. Switenky developed successful market distributors
in several regions including Canada, the continental USA, as well as Hawaii,
Australia, New Zealand and the United Kingdom. In 1999, Mr. Switenky began his
next venture, Purio Environmental Water Source, Inc., a technology acquisition
and development firm specializing in drinking water production and wastewater
reclamation technology. Mr. Switenky is the founder and an officer of Purio
Environmental Water Source, Inc. In addition, Mr. Switenky was a co-founder of a
partnership operating under the name of UltraSafe Water Source, which
specialized in manufacturing, marketing and servicing water purification
equipment. In 2004 Mr. Switenky ceased to participate in the partnership and
began carrying on business through UltraSafe Water Source as a sole
proprietorship.

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

Mr. Swanson draws upon a deep well of business knowledge and
experience gained from a variety of industries. Mr. Swanson began his
professional experience with Canag R&D, an instrumental promoter of soil and
water conservation, agricultural methodology and equipment. Mr. Swanson sat on
the Soil Conservation Strategies Committee. From 1980 to 1990, while employed
with Canag R&D, Mr. Swanson was also the owner of Nastec Developments Ltd.,
a company who contracted with MacMillan-Bloedel, offering several
forestry-related services, specifically in environmental compliance issues. In
1990 Mr. Swanson took over as marketing manager for C. Brothers Ltd., a company
active in the metal recycling industry. While at C. Brothers Ltd., Mr. Swanson
was responsible for the development of sales and marketing strategies for the
provinces of British Columbia, Alberta, Saskatchewan and Manitoba. During the
past five years Mr. Swanson has been self-employed, providing business
consulting services to various private companies.

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

Daryl English brings both a strong educational and business
background to his position. Mr. English graduated with an MBA from Queens
University in Kingston, Ontario in 1996. After a successful career in commercial
banking, Mr. English joined a publicly-traded energy service company as Vice
President. and Chief Financial Officer. Mr. English continued to diversify his
business knowledge in 1994 when he founded a communications and international
business consulting company. Demonstrating a growing penchant for strong
leadership and business development, Mr. English acted as senior business
consultant for a prominent international business consulting firm, where he
specialized in organizational development and financial turn-around situations.
Mr. English joined a Canadian management consulting company specializing in
small and medium sized businesses in 2000 and has held the position of senior
business consultant with them since that time. During his employment Mr. English
provided a broad range of business management consulting services to privately
owned businesses located in Canada and the United States of America. Such
services included but were 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.

None of our directors service on the boards of any other public
companies.

Significant Employees

Other than our directors and officers, we have no employees.
However, we intend to hire, on a full-time basis, a sales and marketing person
within the next six months.

---

- 32 -

Family Relationships

There are no family relationships between any of our directors
and executive officers.

Involvement in Certain Legal Proceedings

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

|1. | a petition under the Federal bankruptcy laws or any state
      insolvency law was filed by or against, or a receiver, fiscal agent or
      similar officer was appointed by a court for the business or property of
      such person, or any partnership in which he was a general partner at or
      within two years before the time of such filing, or any corporation or
      business association of which he was an executive officer at or within two
      years before the time of such filing;
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2. | being convicted in a criminal proceeding or a named
      subject of a pending criminal proceeding (excluding traffic violations and
      other minor offenses);                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|3. | being subject to any order, judgment, or decree, not
      subsequently reversed, suspended or vacated, of any court of competent
      jurisdiction, permanently or temporarily enjoining him from, or otherwise
      limiting, the following activities:                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

Compliance with Section 16(a) of the Securities Exchange Act
of 1934

Section 16(a) of the Securities Exchange Act requires our
executive officers and directors, and persons who own more than 10% of our
common stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission 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 November 30, 2007, all filing requirements
applicable to its officers, directors and greater than 10% percent beneficial
owners were complied with, with the exception of the following:

Name
    Number of Late Reports
    Number of Transactions Not
      Reported on a Timely Basis
    Failure to File Requested
      FormsPatrick Michael
      Shamber
    1(1)
    1(1)
    NilBrennan John Wood
    1(1)
    1(1)
    NilEarl Switenky
    1(1)
    1(1)
    NilJoseph A.M.
      Swanson
    1(1)
    1(1)
    NilDaryl English
    1(1)
    1(1)
    Nil


|(1) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 3  Initial Statement of
      Beneficial Ownership of Securities.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

- 33 -

|(2) | The named officer, director or greater than 10%
      stockholder, as applicable, filed a late Form 4  Statement of Changes in
      Beneficial Ownership of Securities.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Nomination Process

As of March 6, 2008, we did not effect any material changes to
the procedures by which our shareholders may recommend nominees to our board of
directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors 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 of directors. If
shareholders wish to recommend candidates directly to our board, they may do so
by sending communications to the President of our company at the address on the
cover of this annual report.

Audit Committee and Audit Committee Financial Expert

We do not have a standing audit committee at the present time.
Our board of directors has determined that we do not have a board member that
qualifies as an audit committee financial expert as defined in Item 401(e) of
Regulation S-B, nor do we have a board member that qualifies as independent as
the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities
Exchange Act of 1934, as amended.

We believe that the members of our board of directors our
capable of analyzing and evaluating our financial statements and understanding
internal controls and procedures for financial reporting. The board of directors
of our company does not believe that it is necessary to have an audit committee
because we believe that the functions of an audit committee can be adequately
performed by the board of directors, consisting of Daryl English, Joseph A.M.
Swanson and Earl Switenky. In addition, we believe that retaining an independent
director who would qualify as an audit committee financial expert would be
overly costly and burdensome and is not warranted in our circumstances given the
early stages of our development and the fact that we have not generated any
revenues from operations to date.

Item 10. Executive Compensation.

Particulars of compensation paid to:

| | (a) | our principal executive officer;                                                                                                                                                                                                                                                                                                              
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                               
| | (b) | each of our two most highly compensated executive
      officers, other than our principal executive officer, who were serving as
      executive officers who were serving as executive officers at the end of
      the most recently completed financial year and whose total salary and
      bonus exceeds $100,000 per year; and        
| |     |                                                                                                                                                                                                                                                                                                                                               
| | (c) | up to two additional individuals for whom disclosure
      would have been provided under (b) but for the fact that the individual
      was not serving as our executive officer at the end of the most recently
      completed financial year, (each a Named Executive Officer) is set out in
      the summary compensation table below:

---

- 34 -

SUMMARY COMPENSATION TABLEName and Principal
      Position
    Year
    Salary ($)
    Bonus ($)
    Stock Awards
      ($)
    Option Awards
      ($)
    Non-
      Equity Incentive Plan Compensa
      tion ($)
    Change in Pension Value and
      Nonqualified Deferred Compensation
      Earnings ($)
    All
      Other Compensa tion ($)
    Total ($)Michael Shamber,
      President, Chief Executive Officer and Director(1)
    2007 2006
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0Casper Stabile, Chief
      Financial Officer, Treasurer and Director(2)
    2007 2006
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0
    $0 $0Joseph A.M. Swanson,
      Chief Operating Officer, Vice-President and
      Director(3)
    2007 2006
    $0 N/A
    $0 N/A
    $0 N/A
    $0 N/A
    $0 N/A
    $0 N/A
    $0 N/A
    $0 N/ADaryl English, President,
      Chief Executive Officer, Chief Financial Officer, Principal
      Accounting Officer, Secretary and Treasurer(4)
    2007 2006
    N/A N/A
    N/A N/A
    N/A N/A
    N/A N/A
    N/A N/A
    N/A N/A
    N/A N/A
    N/A N/A


|(1) | Michael Shamber resigned as an officer and director of
      our company on February 8, 2008.                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                               
|(2) | Casper Stabile resigned as an officer and director of our
      company on February 8, 2008.                                                                                                  
|    |                                                                                                                                                                                               
|(3) | Joseph A.M. Swanson was appointed as the Chief Operating
      Officer, Vice-President and as a Director of our company on November 20,
      2007.                                           
|    |                                                                                                                                                                                               
|(4) | Daryl English was appointed President, Chief Executive
      Officer, Chief Financial Officer, Principal Accounting Officer, Secretary
      and Treasurer of our company on February 8, 2008.

Executive Compensation

No executive officer of our company received annual salary and
bonus in excess of $100,000 for our companys fiscal year ended November 30,
2007.

Equity Compensation Plan Information and Stock
Options

From our date of inception to March 6, 2008 we have not granted
any stock options or stock appreciation rights to any of our directors or
officers.

Compensation Of Directors

We did not pay any other directors fees or other cash
compensation for services rendered as a director for the years ended November
30, 2006 and November 30, 2007. 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

---

- 35 -

purchase common shares as awarded by our board of directors or
(as to future stock options) a compensation committee which may be established.
Directors are entitled to reimbursement for reasonable travel and other
out-of-pocket expenses incurred in connection with attendance at meetings of our
board of directors. Our board of directors may award special remuneration to any
director undertaking any special services on our behalf other than services
ordinarily required of a director. No director received and/or accrued any
compensation for their services as a director, including committee participation
and/or special assignments.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for 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. Our board of
directors does not believe that it is necessary to have such a committee because
it believes that the functions of such a committee can be adequately performed
by the board of directors.

Item 11. Security Ownership of Certain Beneficial Owners and
Management.

The following table sets forth, as of March 6, 2008, certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock, as well as by each of our current directors and executive officers, and
by our directors and executive officers as a group. Each person has sole voting
and investment power with respect to the shares of common stock, except as
otherwise indicated. Beneficial ownership consists of a direct interest in the
shares of common stock, except as otherwise indicated.

Name and Address of
      Beneficial Owner
    Amount and Nature ofBeneficial
      Ownership(1)
    Percentageof Class(1)English, Daryl c/o 1048 1685 H Street,
      Blaine, Washington, USA 98320
    3,324,767 common shares
    6.02%Swanson, J A Maurice c/o
      1048 1685 H Street, Blaine, Washington, USA 98320
    3,324,767 common shares
    6.02%Wolfberry Devco of North
      America Inc. 101 Convention Center Drive, Suite 100 Las Vegas, NV
      89109
    7,381,781(2)common shares
    13.36%Earl Switenky c/o 1048
      1685 H Street, Blaine, Washington, USA 98320
    202,000(3)common shares
    0.37%Directors and Executive Officers as a Group
      (3 individuals)
    14,233,315 common shares
    25.77%


|(1) | Based on 55,234,603 shares of common stock issued and
      outstanding as of March 6, 2008, the closing of the acquisition of Purio.
      Except as otherwise indicated, we believe that the beneficial owners of
      the common stock listed above, based on information furnished by such
      owners, have sole investment and voting power with respect to such shares,
      subject to community property laws where applicable. Beneficial ownership
      is determined in accordance with the rules of the Securities and Exchange
      Commission and generally includes voting or investment power with respect
      to securities.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(2) | These shares are held by Wolfberry Devco of North America
      Inc. which Earl Switenky is the sole
shareholder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

---

- 36 -

|(3) | Earl Switenky is deemed to have shared voting and
      dispositive power over 202,000 shares of our common shares held by Cindy
      Schattenkirk, his common law spouse.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change in control of our
company.

Item 12. Certain Relationships and Related Transactions and
Director Independence.

Transactions with Related Persons

Except as disclosed below, we have not been a party to any
transaction, proposed transaction, or series of transactions in which the amount
involved exceeds the lesser of US$120,000 or one percent of our total assets at
our year end for the last three completed fiscal years, and in which, to our
knowledge, any of our directors, officers, 5% beneficial security holders, or
any member of the immediate family of the foregoing persons has had or will have
a direct or indirect material interest.

On February 28, 2006, we completed an offering of 27,500,000
shares of our common stock at a price of $0.0002 per share. Of these shares,
12,500,000 were issued to our former President, Mr. Michael Shamber and
15,000,000 were issued to our former Secretary, Mr. Brennon Wood.

As of November 30, 2007, our president contributed rent and
administrative expenses with a fair value of $8,349 to our company and paid
legal bills of $10,000 on behalf of our company.

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

On 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 brand name of Guardian 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 amends and restates 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 the issuance by our company of
approximately 27,734,603 shares of our common stock to the shareholders of
Purio. We also agreed that 27,500,000 shares of stock from our previous
shareholders would be cancelled. The agreement closed on February 13, 2007, at
which time we issued 27,734,603 shares to the previous Purio shareholders. Upon
cancellation of the 27,500,000 shares the previous Purio shareholders will have
more than 50% of the outstanding and issued shares of our common stock. At
February 11, 2008, the following relationships existed:

- Daryl English, our President and Chief Executive Officer, was the President
  and sole director of Purio
- Earl Switenky, one of our directors, was secretary and treasurer of Purio
- Mr. Switenky and Mr. English shared voting and dispositive power over
  7,308,694 shares of Purio held by Wolfberry

---

- 37 -

- Mr. Switenkys common law spouse owned 202,000 shares in Purio
- Mr. English held 3,291,848 shares of Purio is his name
- Joseph A.M. Swanson, one of our directors and our Chief Operating Officer,
  held 3,291,848 shares of Purio

At the closing of the acquisition, in consideration for the
shares of Purio, we issued 7,381,781 shares of common stock to Wolfberry,
3,324,767 shares of common stock to Mr. English, 3,324,767 shares of common
stock to Mr. Swanson and 202,000 shares to the common law spouse of Mr.
Switenky.

On January 31, 2000 Purio entered into an agreement with
Proteus for a security interest in the entirety of Proteus assets in exchange
for a loan of $220,000. Daryl English, our President and Chief Executive Officer
was the President of Proteus at the time of this agreement. Part of the secured
interest was the water clarification technology currently patented and marketed
by Purio. Purio exercised their security interest in the assets of Proteus on
December 14, 2001.

Director Independence

We currently act with two directors, consisting of Earl
Switenky and Joseph A.M. Swanson.

We have determined that none of our directors is an independent
director, as that term is used in Rule 4200(a)(15) of the of the Rules of NASDAQ
Market Place Rules.

Item 13. Exhibits.

Exhibits Required by Item 601 of Regulation S-B

The following Exhibits are filed with this Annual Report:

|Exhibit | Description                                                                                                                                                                                                                                                                                                     
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                 
|(2)     | Plan of Purchase, Sale, Reorganization, Arrangement,
      Liquidation or Succession                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                 
|2.1     | Amended and Restated Share Exchange Agreement dated
      February 11, 2008 among Purio Inc., Purio Environmental Water Source, Inc.
      and the shareholders of Purio Environmental Water Source, Inc.
      (incorporated by reference from our current report on Form 8-K filed on
      February 14, 2008)
|        |                                                                                                                                                                                                                                                                                                                 
|2.2     | Waiver of Closing items Agreement dated February 13, 2008
      (incorporated by reference from our current report on Form 8-K filed on
      February 14, 2008)                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                 
|(3)     | Articles of Incorporation and By-laws                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                 
|3.1     | Articles of Incorporation (incorporated by reference from
      our Registration Statement on Form SB-2 filed on April 11, 2007).                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                 
|3.2     | Bylaws (incorporated by reference from our Registration
      Statement on Form SB-2 filed on April 11, 2007).                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                 
|3.3     | Articles of Merger and Certificate of Change
      (incorporated by reference from our current report on Form 8-K filed on
      December 11, 2007)                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                 
|3.4     | Certificate of Change (incorporated by reference from our
      current report on Form 8-K filed on November 28, 2007)                                                                                                                                                                                          

---

- 38 -

|(10) | Material Contracts                                                                                                                                                                                                                                                                             
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                
|10.1 | License agreement
        with Earl Switenky dba UltraSafe Water Source (incorporated by reference
        from our current report on Form 8-K filed on February 14, 2008)                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                
|10.2 | General Security
        Agreement between Proteus Environmental Systems Inc., and Purio Environmental
        Water Source, Inc. (formerly Global Tech Inc.) dated January 31, 2000
        (incorporated by reference from our current report on Form 8-K filed on
        February 14, 2008)
|     |                                                                                                                                                                                                                                                                                                
|10.3 | Notice of Retention
        of Collateral to Proteus Environmental Systems Inc. dated December 14,
        2001 (incorporated by reference from our current report on Form 8-K filed
        on February 14, 2008)                                                                             
|     |                                                                                                                                                                                                                                                                                                
|(31) | Rule 13a-14(a)/15d-14(a)
        Certifications                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                
|31*  | Section
        302 Certification under Sarbanes-Oxley Act of 2002 of Daryl English                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                
|(32) | Section 1350
        Certifications                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                
|32*  | Section
        906 Certification under Sarbanes-Oxley Act of 2002 of Daryl English                                                                                                                                                                                                            

* Filed herewith

Item 14. Principal Accountant Fees and Services.

Audit Fees

Our board of directors appointed Webb & Co., P.A., as
independent auditors to audit our financial statements for the current fiscal
year. The aggregate fees billed by Webb & Co., P.A., for professional
services rendered for the audit of our annual financial statements included in
this annual report on Form 10-KSB for the fiscal year ended November 30, 2007
and 2006 were $7,505 and $5,414, respectively.

Audit Related Fees

For the fiscal year ended November 30, 2007 and 2006, the
aggregate fees billed for assurance and related services by Webb & Co.,
P.A., relating to our quarterly financial statements which are not reported
under the caption Audit Fees above, were $Nil and $Nil, respectively.

Tax Fees

For the fiscal year ended November 30, 2007 and 2006, the
aggregate fees billed for tax compliance, by Webb & Co., P.A., were $Nil and
$Nil, respectively.

All Other Fees

For the fiscal year ended November 30, 2007 and 2006, the
aggregate fees billed by Webb & Co., P.A., for other non-audit professional
services, other than those services listed above, totaled $Nil and $Nil,
respectively.

Our board of directors, who acts as our audit committee, has
adopted a policy governing the pre-approval by the board of directors of all
services, audit and non-audit, to be provided to our company by our independent
auditors. Under the policy, the board or directors has pre-approved the
provision by our independent auditors of specific audit, audit related, tax and
other non-audit services as being consistent with auditor independence. Requests
or applications to provide services that require the specific pre-approval of
the board of directors must be submitted to the board of directors by the
independent auditors, and the independent auditors must advise the board of
directors as to whether, in the independent auditors view, the request or
application is consistent with the Securities and Exchange Commissions rules on
auditor independence.

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The board of directors has considered the nature and amount of
the fees billed by Webb & Co., P.A., and believes that the provision of the
services for activities unrelated to the audit is compatible with maintaining
the independence of Webb & Co., P.A.

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SIGNATURES

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

PURIO INC.

/s/ Daryl English
  By: Daryl English
  President, Chief Executive Officer, Chief 
  Financial Officer, Principal Accounting Officer, 
  Secretary and Treasurer 
  (Principal Executive Officer, 
  Principal Financial Officer and
  Principal Accounting Officer) 
  Dated: March 14, 2008

In accordance with 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.

/s/ Daryl English
  By: Daryl English
  President, Chief Executive Officer, Chief 
  Financial Officer, Principal Accounting Officer, 
  Secretary and Treasurer 
  (Principal Executive Officer, 
  Principal Financial Officer and 
  Principal Accounting Officer) 
  Dated: March 14, 2008

/s/ Joseph A.M. Swanson
  By: Joseph A.M. Swanson
  Director, Vice President and Chief Operating Officer 
  Dated: March 14 , 2008

/s/ Earl Switenky
  By: Earl Switenky 
  Director 
  Dated: March 14, 2008

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