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PURO.OB > SEC Filings for PURO.OB > Form 10-Q on 19-Nov-2008All Recent SEC Filings

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Form 10-Q for PURIO INC.


19-Nov-2008

Quarterly Report


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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "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, 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 unaudited financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the 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 quarterly report.

In this quarterly 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 quarterly report, the terms "we", "us", "our", "our company" and "Purio" mean Purio Inc. and our subsidiary Purio Environmental Water Source Inc.

General Overview

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. The forward stock became effect on the OTC Bulletin Board at the open for 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.

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.

On December 7, 2007, we entered into a share exchange agreement with Purio Environmental Water Source, Inc. ("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.

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 United States and internationally through license agreements and other appropriate arrangements.

Results of Operations

Three month Summary ending September 30, 2008

                                          Three Months Ended
                                             September 30
                                                 2008
                     Revenue            $                Nil
                     Operating Expenses $            175,465
                     Net Loss           $            175,465

Expenses

Our operating expenses for the three month period ended September 30, 2008 are
outlined in the table below:

                                                   Three Months Ended
                                                      September 30
                                                          2008
           Professional fees                     $             17,864
           Occupancy Costs                       $              7,700
           Consulting                            $              1,185
           Depreciation                          $              2,266
           Impairment of mineral property rights $                Nil
           Stock Transfer Fees                   $                Nil
           Administration                        $             32,369
           Other general and administrative      $            114,081

Nine month Summary ending September 30, 2008

                                          Nine Months Ended
                                            September 30
                                                2008
                     Revenue            $               Nil
                     Operating Expenses $           297,238
                     Net Loss           $           297,238


Expenses

Our operating expenses for the nine month period ended September 30, 2008 are
outlined in the table below:

                                                    Nine Months Ended
                                                      September 30
                                                          2008
            Professional fees                     $            71,254
            Occupancy Costs                       $            13,244
            Consulting                            $            41,293
            Depreciation                          $             3,273
            Impairment of mineral property rights $               Nil
            Stock Transfer Fees                   $             2,033
            Administration                        $            32,369
            Other general and administrative      $           133,772

Revenue

We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.

Equity Compensation

As of September 30, 2008, we had not adopted any equity compensation plans and no stock, options, or other equity securities were awarded to our executive officers.

Liquidity and Financial Condition

            Working Capital
                                       At              At        Percentage
                                  September 30,     Dec. 31,     Increase/
                                      2008            2007        Decrease
            Current Assets      $        57,833   $  220,263           (73% )
            Current Liabilities $       267,361   $   78,210           241%
            Working Capital     $      (209,528 ) $  142,053          (247% )



     Cash Flows
                                                           Nine Months Ended
                                                             September 30,
                                                                 2008
     Net Cash (Used by) Operating Activities             $          (131,245 )
     Net Cash (Used by) Investing Activities             $           (32,356 )
     Net Cash (Used by) Provided by Financing Activities $           (41,143 )
     Increase (Decrease) in Cash During the Period       $          (183,753 )

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 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.

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

Future Financings

We will require additional financing in order to enable us to proceed with our plan of operations, as discussed above, including approximately $1,000,000 over the next 12 months to pay for our ongoing expenses. These expenses include sales and marketing, research and development, manufacturing and engineering, and general and administrative expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

We presently do not have any arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

Contractual Obligations

As a "smaller reporting company", we are not required to provide tabular disclosure obligations.

Going Concern

We anticipate that additional funding will be required in the form of equity financing from the sale of our common stock. At this time, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or through a loan from our directors to meet our obligations over the next twelve months. We do not have any arrangements in place for any future debt or equity financing.


Off-Balance Sheet Arrangements

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

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

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.

Cash and Cash Equivalents

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

Long-Lived Assets

We account 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 our company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset are not be recoverable. For purposes of evaluating the recoverability of long-lived assets, goodwill and intangible assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets. Impairment of experimental water clarification equipment is calculated based on its estimated useful life.

Income Taxes

We utilize SFAS No. 109, "Accounting for Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. We generated deferred tax credits through net operating loss carryforwards. However, a valuation allowance of 100% has been established, as the realization of the deferred tax credits is not reasonably certain, based on going concern considerations outlined below.

Loss Per Share

Statement of Financial Accounting Standards No. 128 "Earnings Per Share" requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share ("Basic EPS") is computed by dividing net


loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share ("Diluted EPS") is similarly calculated using the treasury stock. At June 30, 2008, there were no potentially dilutive securities.

The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the nine months ended September 30, 2008 and 2007.

                                                    2008           2007
          Numerator:
          Basic and diluted net loss per share
          Net Loss                             $   (276,247 ) $   (599,031 )
          Denominator
          Basic and diluted weighted average
          number of shares outstanding           55,196,930     55,000,000
          Basic and Diluted Net Loss Per Share $      (0.01 ) $      (0.01 )

Patent

We current have a United States Patent 5904855 granted May 18, 1999 for a "Closed Chemically Advanced Treatment System". The invention described in the patent is used by our company in the water purification equipment which is under development. The patent is not in use to protect marketed products and is therefore not amortized. There has been no change in circumstances that would warrant impairment per an evaluation under SFAS 121.

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