UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(D) of ~~The~~the Securities Exchange Act of 1934

Date of report (date of earliest event reported): ~~October~~August 2216, ~~2009~~ 2010

WATERPURE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Florida	333-135783	20-3217152
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

525 Plymouth Road, Suite 310, Plymouth Meeting, PA 19462

(Address of principal executive offices)

Registrant’s telephone number, including area code: (954) ~~728~~731-~~2405~~2002

Copy of correspondence to:

James M. Turner, Esq.

Sichenzia Ross Friedman Ference LLP

61 ~~Broadway,~~ ~~32nd Floor~~Broadway

New York, New York 10006

Tel: (212) 930-9700 Fax: (212) 930-9725

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[o ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[o ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[o ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[o ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~ 1~~.01 Entry into a Material Definitive Agreement.~~

~~On October~~ITEM ~~22, 2009, WaterPure International Inc~~5.03 Amendment ~~(the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Mayim Tahor, LLC (“Mayim”) providing for the sale by the Company~~ to ~~Mahin~~Articles of upIncorporation toor ~~100~~Bylaws; ~~shares~~Change ~~of the~~in ~~Company’s~~Fiscal series A convertible preferred stock (the “Series A Preferred Stock”) at a price of $2,500 per share of Series A Preferred Stock. Mayim purchased 30 shares of Series A Preferred Stock on October 22, 2009 for $75,000. The Company has the right to require Mayim to purchase up to an additional 70 shares of Series A Preferred Stock at any time at a price of $2,500 per share, with a maximum of 20 shares of Series A Preferred Stock per put notice from the Company to Mayim.Year

~~Each share~~ITEM ~~of Series A Preferred Stock has a stated value of $2,500 (the “Stated Value”), is entitled to a cumulative dividend of six percent (6%) of the Stated Value per annum, payable semi-annually~~5. In07 Submission ~~addition, each share~~ of ~~Series~~ AMatters ~~Preferred Stock is entitled~~ to ~~receive~~ a ~~royalty~~Vote ~~payment~~ of ~~$0.16~~Security ~~for each atmospheric water generator sold by the Company.~~Holders

~~Mayim~~By ~~may convert,~~resolution atdated ~~any~~July ~~time~~30, ~~shares~~2010, ofwhich ~~Series~~was Aeffective ~~Preferred~~on ~~Stock~~August ~~into~~16, ~~the~~2010, ~~number~~holders of a majority of the shares of common stock of ~~the~~WaterPure ~~Company~~International, Inc. (the “~~Common Stock~~Company”) ~~obtained~~approved ~~by dividing~~ the ~~Stated~~following ~~Value~~matters by ~~the~~written ~~Conversion Price then in effect. The conversion price is $0.01, subject to adjustment (the “Conversion Price”).~~consent:

~~Item 3.02 Unregistered Sales~~• the re-election of ~~Equity~~the ~~Securities~~Company’s current members of the Board of Directors, Messrs. Paul Lipschutz and Robert Orr; and

~~See~~• ~~Item 1.01~~An ~~above~~amendment ~~for~~to athe ~~description~~Articles of ~~the~~Incorporation ~~transactions~~of ~~pursuant to which~~ the Company ~~sold~~, ~~shares~~as ofamended, ~~Series~~to Aincrease ~~Preferred~~the ~~Stock. All securities~~number ~~were~~of ~~issued~~authorized ~~pursuant~~shares ~~to Rule 506~~ of ~~Regulation~~our Dcommon ~~promulgated~~stock, ~~under the~~par ~~Securities~~value ~~Act~~$.0001 ofper ~~1933~~share, asto ~~amended (the "Act")~~500,000,000 ~~and/or Section 4(2) of the Act~~shares.

~~Item 9~~On August 17, 2010, the Company amended its Articles of Incorporation, as amended, to increase the number of authorized shares of its common stock, par value $.~~01 Financial Statements~~0001 per share, to 500,000,000 shares by filing Articles of Amendment to the Articles of Incorporation (the “Articles of Amendment”) with the Secretary of State of Florida to effectuate such amendment. The Articles of Amendment, effective August 17, 2010, is attached to this Form 8-K as Exhibit 3.1 and ~~Exhibits~~is incorporated by reference. The Articles of Amendment was authorized by the Board of Directors pursuant to a unanimous consent in lieu of a meeting, and was approved by a majority of the stockholders of the Company as described above.

Item 7.01 Regulation FD Disclosure.

In connection with the Articles of Amendment, on August 18, 2010, the Company mailed notice to all shareholders as required pursuant to Section 607.0704 of the Florida Business Corporation Act. A copy of the letter to shareholders is furnished herewith as Exhibit 99.1.

The information in this Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Form 8-K also shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference. This report under Item 7.01 is not deemed an admission as to the materiality of any information in this report that is required to be disclosed solely by Regulation FD.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock
10.1		Securities Purchase Agreement, dated as of October 22, 2009, by and between WaterPure International Inc. and Mayim Tahor, LLC

3.1	Articles of Amendment to the Articles of Incorporation, dated as August 17, 2010.

99.1	Copy of letter to shareholders from the Company, dated August 18, 2010.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WATERPURE INTERNATIONAL, INC.
Dated: October 29, 2009	BY:	/s/ PAUL S. LIPSCHUTZ
Dated: August 18, 2010	By:	/s/ PAUL S. LIPSCHUTZ
		Paul S. Lipschutz Chief Executive Officer
		Paul S. Lipschutz
		Chief Executive Officer

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