UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           FORM 10-KSB

[X]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the fiscal year ended September 30, 2005

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

               Commission file number: No. 0-23402

                         AQUENTIUM, INC.
          _____________________________________________
          (Name of small business issuer in its charter)

        Delaware                                  11-2863244
________________________              ____________________________________
(State of incorporation)              (I.R.S. Employer Identification No.)

19125 North Indian Avenue, P.O. Box 580943,
      North Palm Springs, California                92258
____________________________________________      __________
(Address of principal executive offices)          (Zip code)

Issuer's telephone number:  (760) 329-4139
                            _______________

31500 Grape Street, Suite 3401, Lake Elsinore, California 92532
________________________________________________________________
(Former address)

Securities registered under Section 12(b) of the Exchange Act:  None
Securities registered under Section 12(g) of the Exchange Act:  Common Stock

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

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 [ ]  No [X]

Check if disclosure of delinquent filers in response to item 405 of Regulation
S-B is not contained herein, and will not 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.  [ ]

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 revenue for its most recent fiscal year:   $639,051

As of September 30, 2005, the registrant had 14,480,154 shares of common stock
outstanding.  On that date the aggregate market value based on the trading
price for the voting and non-voting equity held by non-affiliates was
approximately $1,264,337.

Documents incorporated by reference:  None.

Transitional small business disclosure format: Yes [ ] No [X]



<PAGE>

                        TABLE OF CONTENTS

                              PART I
Item 1.  Description of Business...........................................3
Item 2.  Description of Property...........................................6
Item 3.  Legal Proceedings.................................................7
Item 4.  Submission of Matters to a Vote of Security Holders...............7

                             PART II

Item 5.  Market for Common Equity and Related Stockholder Matters..........7
Item 6.  Management's Discussion and Analysis or Plan of Operation.........8
Item 7.  Financial Statements.............................................11
Item 8.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure.........................................27
Item 8A. Controls and Procedures..........................................27
Item 8B. Other Information................................................27

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance with Section 16(a) of the Exchange Act................27
Item 10. Executive Compensation...........................................28
Item 11. Security Ownership of Certain Beneficial Owners and
         Management and Related Stockholder Matters.......................28
Item 12. Certain Relationships and Related Transactions...................30
Item 13. Exhibits.........................................................31
Item 14. Principal Accountant Fees and Services...........................31
Signatures................................................................32

In this annual report references to "Aquentium," "we," "us," and "our" refer
to Aquentium, Inc. and its subsidiaries.


        SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The Securities and Exchange Commission ("SEC") encourages companies to
disclose forward-looking information so that investors can better understand
future prospects and make informed investment decisions.  This report contains
these types of statements.  Words such as "may," "will," "expect," "believe,"
"anticipate," "estimate," "project," or "continue" or comparable terminology
used in connection with any discussion of future operating results or
financial performance identify forward-looking statements.  You are cautioned
not to place undue reliance on the forward-looking statements, which speak
only as of the date of this report.  All forward-looking statements reflect
our present expectation of future events and are subject to a number of
important factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.


                                2

<PAGE>


                              PART I

                 ITEM 1.  DESCRIPTION OF BUSINESS

Historical Development

Aquentium, Inc. was incorporated in the state of Delaware in April 1987 as
Arnex Investment Group, LTD.  In 1993 the corporation name was changed to
Vector Environmental Technologies, Inc. and in 1977 the corporation name was
changed to WaterPur International, Inc.  On April 2, 2002, WaterPur
International entered into an agreement to acquire Aquentium, Inc., a Nevada
corporation ("Aquentium-Nevada").  WaterPur International issued 4 million
shares in exchange for the 5,240,000 shares of Aquentium-Nevada. The
transaction was treated as a reverse acquisition and Aquentium-Nevada became
the accounting survivor.  On May 7, 2002, WaterPur International changed its
name to Aquentium, Inc.

In June 2002 we acquired Fiber Application Systems Technology, Inc., a
privately held Ontario, Canada corporation.  We issued 500,000 shares of
Aquentium common stock, valued at approximately $10,000, in exchange for 100%
of the common shares of Fiber Application.  In March 2003 we sold our 100%
interest in Fiber Application to Alpha Solarco, Inc., a Colorado corporation,
for 500,000 ten-dollar convertible preferred shares of Fiber Application.
Subsequently, in March 2004 we agreed to rescind the acquisition and sale of
Fiber Application by cancelling the 500,000 shares of Aquentium common stock
issued for the acquisition and Fiber Application agreed to cancel the 500,000
ten-dollar convertible preferred shares.

In August 2002 we acquired USA Public Auction, Inc., a privately held Nevada
corporation.  This company had developed proprietary software designed to
operate an online auction web site for new and used car dealerships.  We
acquired this company by exchanging 250,000 shares of Aquentium common stock,
valued at approximately $5,000, for 100% of the USA Public Auction common
stock.

In September 2002 we acquired Canby Group Inc., a privately held California
corporation.  This company's business plan related to public relations and
consulting services and an early-stage entertainment division.  We acquired
this subsidiary by exchanging 150,000 shares of Aquentium common stock, valued
at approximately $3,000, for 100% of the common stock of Canby Group.

In October 2002 we acquired Food Safe, Inc., a privately held Texas
corporation.  This company was a food safety company which had developed
equipment and processes to kill pathogens and bacteria found in foods.  We
exchanged 250,000 shares of Aquentium common stock, valued at approximately
$5,000, for 100% of the Food Safe common stock.  We sold this company in
October 2003.

In December 2003 we acquired Charis Energy Development, Inc., a privately held
Nevada corporation.  Charis Energy owns the worldwide manufacturing and
marketing rights to a new type of non-silicone solar energy panel.  We issued
1,000,000 shares of Aquentium common stock in exchange for 100% of the Charis
Energy common stock.

Aquentium acquired Environmental Waste Management, Inc. in January 2004.
Environmental Waste's business plan was to enter into joint venture
relationships with small recycling companies.  We issued 1,080,000 shares of
Aquentium common stock, valued at approximately $5,400 in exchange for 100% of
that company's outstanding shares.

In March 2004 we formed Aquentium Hong Kong, Ltd., a Chinese limited liability
company.  Aquentium-Hong Kong was formed to participate in a 50/50 joint
venture with Mr. Chak Cheuk Kau, an individual.  The parties agreed that
Aquentium-Hong Kong will manufacture, market and sell Aquentium's products
and/or services in Asia for a period of 10 years.

In April 2006 we incorporated H.E.R.E International, Inc., which stands for
Housing & Emergency Relief Efforts, in the state of Colorado.  This subsidiary
will market and manufacture our re-usable disaster-relief housing structures.


                                3

<PAGE>


Our Business

We are a holding company operating on a consolidated basis with our
wholly-owned subsidiaries, which are development stage companies described
below.  We have recorded rental revenue for the past two fiscal years, but
have not recorded revenues from the operations of our subsidiaries.  Our focus
for the next twelve months will be to obtain additional funding to develop one
or more of our subsidiaries and business opportunities described below.

H.E.R.E. International, Inc. - In November 2004 we acquired the exclusive
worldwide manufacturing and marketing rights for a pending patent related to a
containerized habitable structure that can be transformed into a rudimentary
home in the case of disaster.  These unique retrofitted structures
conveniently ship as an intermodal shipping container that expand and unfold
like "pop-up books" and have the strength, flexibility and durability of
structural insulated panel construction.

We entered into a licensing agreement with the inventor, Theodore T. Ciotti,
that granted Aquentium the exclusive worldwide manufacturing and marketing
rights for the pending patent and the exclusive license to the URL
"www.instantvillage.net."  Aquentium issued 200,000 restricted shares of
common stock in exchange for the exclusive worldwide manufacturing and
marketing rights to this patent.  This agreement expires simultaneously with
the expiration of the patent or any extension or deviation of the patent.

The licensing agreement provides that the exclusive worldwide manufacturing
and marketing rights granted to Aquentium will also include all future
developments of products, trademarks, copyrights, patents and other
intellectual property pertaining to the original patent.  Patents and certain
other intellectual property shall be negotiated for a fee and used on a case
by case basis.

We are obligated under the licensing agreement to make royalty payments per
unit based on the production schedule and production totals as outlined in the
licensing agreement, and to satisfy a production minimum of 30 units per
quarter starting 90 days after a manufacturing facility is completed and all
manufacturing materials and components are in place.  If Aquentium fails to
satisfy the terms of the licensing agreement, then the worldwide marketing and
manufacturing rights will change from "exclusive" to "non-exclusive" and Mr.
Ciotti will be released from the non-compete clause in the licensing
agreement.

In January 2006, the United States Patent Office granted Patent No. 6,983,567
to Mr. Coitti.  In March 2006 we completed the construction of the
disaster-relief housing model unit for demonstrations.  The unit is a 20 foot
shipping container that expands to a 450 square foot house complete with
electricity and plumbing.  It includes two bedrooms, a bathroom with a shower,
a kitchen with appliances and a living room.  The structures may be
constructed on a grid system or fully self-sufficient, or a combination of
both.  And we intend to devise systems to be used in the structures that
provide purified water and use solar technology for electricity.

Management intends to seek federal and state grants to establish manufacturing
facilities for the production of disaster-relief housing and structures.  The
manufacturing facility will produce expanding, re-usable, containerized
structures for disaster-relief, such as homes, clinics, offices,
mini-hospitals, barracks, etc.

Canby Group - Canby Group is an entertainment development stage company.  The
business plan for this subsidiary is to acquire operating companies or
projects within the entertainment industry or sector which may have products
to license or distribute.  During early 2006 this subsidiary is seeking
entertainment projects to fund.

Charis Energy - Charis Energy is currently in research and development for
manufacturing and marketing of solar energy panels.  Its business plan is to
obtain necessary worldwide patents for any new type of solar panel and then
develop a business plan to manufacture and market those solar panels.  It is
currently in the research and development stage for a solar panel, but we
cannot assure you that Charis Energy will successfully develop a product for
its business plan.


                                4

<PAGE>


      Business Opportunities

Tripax Distributorship. - In August 2005 we entered into an exclusive master
distributor agreement with Tripax Engineering Co. Pty. Ltd. ("Tripax"), an
Australian company, that manufactures and sells food processing equipment.  We
will serve as a master distributor of Tripax's salad wash tank and basket
centrifugal dewaterer in the North and South American markets.  This salad
washing equipment has the capability of washing salad components at a rate of
one-half to one ton per hour with reduced energy costs.  As of the date of
this filing we have not demonstrated or sold any equipment under this
agreement.

Pursuant to the distributor agreement Tripax granted Aquentium the exclusive
and non-assignable right to sell its salad wash tank and basket centrifugal
dewaterer in North America and South America.  We agreed to provide premises
for the display and demonstration of the equipment, and to provide trained
sales and technical staff to promote sales of the equipment.  We will be
required to pay 25% down with any order and then pay the remainder due 30 days
after receipt of shipment, unless other provisions are agreed to in writing.
We also agreed not to represent or sell competitive products.  Tripax agreed
to indemnify Aquentium for any patent, copyright or proprietary right claim
brought against us related to Tripax's patented equipment.  The agreement may
be terminated only by a breach of the agreement or if we have a change in
control, cease operations, or file a petition for bankruptcy.

Aquentium - Hong Kong  In January 2006 Aquentium Hong Kong, Ltd., announced a
memorandum of understanding with Faaco Telecom to provide a telecommunication
mobile phone system in the Republic of Somaliland.  Negotiations continue in
this matter, but we cannot guarantee that a firm agreement will result from
the negotiations.

     Inactive Subsidiaries

Environmental Waste - Environmental Waste's business plan is to enter into
joint venture relationships with small recycling companies.  In December 2003
it entered into a joint venture agreement with a Las Vegas, Nevada recycler;
however, that joint venture was delayed and there can be no assurance that the
parties will perform the joint venture.

USA Public Auction. - USA Public Auction has developed proprietary software
that allows new and used car dealers to have a fully operational, live, online
auction web site.  The software provides a full feature auction site that is
user friendly and customized for each dealer.  The software provides a means
for the purchasing public to see detailed information about a vehicle, arrange
a test drive, ask questions, obtain financing, as well as see who is bidding
against them.  The web site's tools are designed to provide consumer
confidence when shopping online, ease of access and ease of use, and to allow
the consumer to buy a car for the best possible price.  Initially, the company
intends to focus its market in the United States, and possibly Canada.  USA
Public Auction will compete with other auto auction web sites such as ebay
motors, and other sites on Amazon.com, Yahoo! and MSN.

Other Acquisitions

Our business plan is to seek, investigate, and, if warranted, acquire business
opportunities which are profitable, or we anticipate will become profitable.
The selection of a business opportunity to participate in is complex and
extremely risky and will be made by management in the exercise of its business
judgement; however, none of our management are professional business analysts.
(See Part III, Item 9, "Directors and Executive Officers, . . ." below).  We
cannot assure you that we will be able to identify and acquire a business
opportunity which will ultimately prove to be beneficial to us and our
stockholders.

Our management has discretion in seeking and participating in a business
opportunity, subject to the availability of such opportunities, economic
conditions and other factors.  We anticipate that business opportunities will
come to our attention through prior personal and business relationships.
Also, our search for business opportunities will not be limited to any
particular geographical area or industry and may include both United States
and international companies.

                                5
<PAGE>


A decision to participate in a specific business opportunity may be made upon
our management's analysis of the following factors:
     .     Quality of the business opportunity's management and personnel;
     .     Potential for growth and profitability;
     .     Capital requirements and anticipated availability of required funds
           to be provided by us or from  operations, through the sale of
           additional securities, through joint ventures or similar
           arrangements, or from other sources;
     .     The anticipated acceptability of the business opportunity's new
           products or marketing concept;
     .     The merit of its technological offerings or changes;
     .     The perceived benefit that it will derive from becoming a publicly
           held entity; and,
     .     Numerous other factors which are difficult, if not impossible, to
           analyze through the application of any objective criteria.

In many instances, we anticipate that the historical operations of a specific
business opportunity may not necessarily be indicative of the potential for
future operations because of the possible need to substantially shift
marketing approaches, significantly expand or change product emphasis, change
or substantially augment management, or the necessity to make other changes.
We will be dependent upon the owners of any business opportunity to identify
problems which may exist and to implement, or be primarily responsible for the
implementation of, required changes.

It is possible that the range of business opportunities that might be
available for consideration by us could be limited by impact of the SEC
regulations regarding the purchase and sale of "penny stock."  Our common
stock is thinly traded and we cannot assure you that a market will develop or
that a stockholder ever will be able to liquidate his/her/its investment
without considerable delay, if at all.  If an active market develops, our
shares will likely be subject to the rules of the Penny Stock Suitability
Reform Act of 1990. The liquidity of penny stock is affected by specific
disclosure procedures required by this Act.  (See Part II, Item 5, "Market
Information," below, for further details.)

We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as our
needs and desires and those of the specific business opportunity.  The legal
structure or method deemed by management to be suitable will be selected based
upon our review and our relative negotiating strength. Such methods may
include, but are not limited to, leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. We may act
directly or indirectly through an interest in a partnership, corporation or
other forms of organization.  We likely will acquire our participation in a
business opportunity through the issuance of common stock or other securities.

Competition

We expect to encounter substantial competition in our effort to locate
attractive business opportunities.  Business development companies, venture
capital partnerships and corporations, venture capital affiliates of large
industrial and financial companies, small investment companies, and wealthy
individuals will be our primary competition.  Many of these entities or
persons may have significantly greater experience, resources and managerial
capabilities than we do and will be in a better position than we are to obtain
access to attractive business opportunities.

Employees

We currently have one employee.  Our management expects to confer with
consultants, attorneys and accountants as necessary.  We do not anticipate a
need to engage more full-time employees so long as our subsidiaries are in the
development stage.

                 ITEM 2.  DESCRIPTION OF PROPERTY

Our principal office and manufacturing facility is located in North Palm
Springs, California.  We lease a 84,772


                                6
<PAGE>


square-foot property on a month-to-month basis from Tennant Desert Properties,
Inc.  This property includes a manufacturing facility with two office spaces.
The lease amount for this property was $31,595 for the fiscal year 2004 and
increased to $31,595 in October 2005.  Management believes this property will
suit our needs for the future.

                    ITEM 3.  LEGAL PROCEEDINGS

We are not a party to any proceedings or threatened proceedings as of the date
of this filing.

   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We have not submitted a matter to a vote of our shareholders during the fourth
quarter of the 2005 year.


                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The trading prices of our common stock are reported by Pink Sheets, L.L.C.
under the symbol "AQNM."  Our common stock is thinly traded and we do not have
an active trading market at the time of this filing.  The following table
lists the range of the high and low closing bid for our common stock for each
quarter of the last two fiscal years as reported by Pink Sheets, L.L.C.
Over-the-counter market bid quotations reflect inter-dealer prices, without
retail mark-up, mark-downs or commissions, and may not necessarily represent
actual transactions.

     Fiscal Quarter Ended                   High                  Low
     ---------------------               --------              --------
     December 31, 2003                   $   4.00              $  0.75
     March 31, 2004                          4.00                 1.80
     June 30, 2004                           3.00                 0.47
     September 30, 2004                      1.50                 1.10

     December 31, 2004                   $   1.10              $  0.14
     March 31, 2005                          0.35                 0.20
     June 30, 2005                           0.24                 0.003
     September 30, 2005                      0.18                 0.08

Our shares are subject to Section 15(g) and Rule 15g-9 of the Securities and
Exchange Act, commonly referred to as the "penny stock" rule.  The rule
defines penny stock to be any equity security that has a market price less
than $5.00 per share, subject to certain exceptions.  The rule provides that
any equity security is considered to be a penny stock unless that security is:
     .     registered and traded on a national securities exchange meeting
           specified criteria set by the SEC;
     .     issued by a registered investment company; or
     .     excluded from the definition on the basis of share price or the
           issuer's net tangible assets.

These rules may restrict the ability of broker-dealers to trade or maintain a
market in our common stock and may affect the ability of shareholders to sell
their shares.  Broker-dealers who sell penny stocks to persons other than
established customers and accredited investors must make a special suitability
determination for the purchase of the security.  Accredited investors, in
general, include individuals with assets in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 together with their spouse, and certain
institutional investors.  The rules require the broker-dealer to receive the
purchaser's written consent to the transaction prior to the purchase and
require the broker-dealer to deliver a risk disclosure document relating to
the penny stock prior to the first transaction.  A broker-dealer also must
disclose the commissions payable to both the broker-dealer and the registered
representative, and current quotations for the security.  Finally, monthly
statements must be sent to customers disclosing recent price information for
the penny stocks.


                                7

<PAGE>


Holders

As of September 30, 2005 we had 308 stockholders of record, which does not
include shares held in "street accounts" of securities brokers.

Dividends

We have not paid cash or stock dividends and have no present plan to pay any
dividends.  Instead, we intend to retain any earnings to finance the operation
and expansion of our business and the payment of any cash dividends on our
common stock is unlikely.  However, our board of directors may revisit this
matter from time to time and may determine our earnings, financial condition,
capital requirements and other factors allow the payment of dividends.

Recent Sales of Unregistered Securities

None.

Issuer Purchase of Securities

None.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Executive Overview

We are a development stage company with limited revenue and negative working
capital.  Based upon these factors our independent auditors have expressed the
opinion that there is substantial doubt that we can continue as a going
concern.  Historically, we have relied on capital contributions from
management and sales of our common stock to pay for costs, services, operating
leases and our acquisitions.  During the year ended September 30, 2005 (the
"2005 year") we have relied on miscellaneous revenue from the subleasing of
the manufacturing facility we lease.  Our plan in the short term is to
continue to seek funding for development of our subsidiaries and to acquire
business opportunities with profitable operations or with the potential to
develop profitable operations.

Our main challenge for the foreseeable future is to obtain funding to develop
operations for our marketing/distributor agreements and our subsidiaries.  As
of the date of this filing we have not finalized agreements for additional
funding for any subsidiary or marketing/distributor agreements.  Our success
in obtaining funding will depend upon our ability to sell our common stock or
borrow on terms that are financially advantageous to us.  If we are unable to
obtain financing, then our subsidiaries will remain inactive and we will not
be able to develop operations for our marketing and distribution agreements.

Liquidity and Capital Resources

We cannot satisfy our cash requirements and will need to raise capital
externally during the next twelve months.  As of the 2005 year we had $38,089
cash on hand and have not recorded revenue from operations.  However, we have
recorded rental revenue of $639,051 from subleasing space in the manufacturing
facility that we lease in Palm Springs, California.  Our operating expenses
are primarily related to salaries, rental expense and professional fees and
these expenses will increase if we launch operations of a subsidiary or for
our marketing and distributor agreements.  We have covered our cash shortfalls
through advances and capital contributions from management and the issuance of
our common stock for acquisitions and services.

Rental revenue was $639,051 for the 2005 year compared to $81,412 for the year
ended September 30, 2004 (the "2004 year").  Net cash provided by financing
activities was $26,037 for the 2005 year compared to $69,545 for the 2004
year.  Financing activities for the 2005 year were primarily advances of
$25,637 from management.  For the 2004 year financing activities were
primarily related to advances from management of $65,545 and capital
contributions of office space valued at $3,000.


                                8

<PAGE>


We need additional financing to continue development of our subsidiaries' and
our operations and we expect that any additional capital will likely be
provided by future loans from related parties or private placements of our
common stock.  Our management has loaned funds to us in the past and we
anticipate that Mr. Taggatz may provide future loans.  However, we have not
entered into a written agreement with him and he is not obligated to provide
funds.  We may repay these advances with cash, if available, or we may convert
them into common stock.

We anticipate that we will use our common stock to pay for acquisitions and
agreements.  Any issuance of common stock will likely be issued pursuant to
exemptions provided by federal and state securities laws.  The purchasers and
manner of issuance will be determined according to our financial needs and the
available exemptions.  We do not currently intend to make a public offering of
our stock.  We also note that if we issue more shares of our common stock our
shareholders may experience dilution in the value per share of their common
stock.

Commitments and Contingencies

Our commitments consist of operating leases and total current liabilities.  We
recorded lease expenses of $489,368 for the 2005 year related to the
manufacturing facility we lease on a month-to-month basis.  The initial lease
required monthly payments of $4,500 and after we exercised the option to lease
the entire 84,772 square-foot facility in September 2004, the monthly lease
amount increased to $31,128.  Our rent expense is covered by the lease
payments from the other tenants in the building.

Our total current liabilities of $652,263 include $472,000 of accrued salary
and $128,832 owed to our President, Mr. Taggatz, for advances.  We are unable
to satisfy these obligations with cash on hand or with revenue.  We may repay
these obligations with cash, when available, or we may convert them into
common stock.

Results of Operations

Our fiscal year ends September 30 and the following discussions are based on
our consolidated operations.  These discussions should be read in conjunction
with our financial statements for the years ended September 30, 2005 and 2004,
included in this report at Part II, Item 7, below.

           Comparison of 2005 and 2004  Year Operations
          ---------------------------------------------

                                        2005                   2004
                                    ------------        ------------

Revenue, miscellaneous              $   639,051         $    81,412

Total operating expenses                881,926             335,289

Net operating loss                     (242,875)           (253,877)

Gain on sale of investment                    -             645,000

Net earnings (loss)                    (242,875)            391,123

Net earnings (loss) per share       $     (0.02)         $    0 .03

For the 2005 and 2004 year we recorded miscellaneous revenue from sublease
payments received from tenants of the manufacturing facility we lease.  The
2005 year amount reflects a full year of that income where the 2004 year
reflects income for one month.  However, rental income decreased during the
fourth quarter of 2005 due to the cancellation of eFoodsafety.com's sublease
of that property.  eFoodsafety.com cancelled its month-to-month lease
effective August 1, 2005 and this lease represented approximately 50% of our
rental income.  Until we replace this tenant we anticipate decreased rental
income.  Management expects this revenue source to continue so long as we
maintain the lease for the property.


                                9


<PAGE>


Total operating expenses for the 2005 year were primarily related to salaries
of $240,000, rental expense of $489,368 and professional fees of $70,935.
Total operating expenses for the 2004 year were primarily related to salaries
of $192,000, rental expense of $58,128 and professional fees of $42,087.
Management expects total operating expenses to remain near the 2005 levels
unless we launch operations related to our marketing and distributor
agreements or subsidiaries.  As a result of our expenses, we recorded a net
operating loss for both the 2005 year and 2004 year.

For the 2004 year, we recognized a gain of $645,000 from the sale of Food
Safe, Inc. in October 2003.  Due to the gain on the sale of this subsidiary we
recorded net earnings of $391,123 for the 2004 year compared to a net loss of
$242,875 for the 2005 year.  As a result we recorded net earnings per share of
$0.03 for the 2004 year compared to a net loss per share of $0.02 for the 2005
year.

Factors Affecting Future Performance

     We need additional external capital and may be unable to raise it.

Based on our current plan we believe we may require at least $1 to $2 million
additional financing within the next twelve months to develop one or more of
our subsidiaries' operations.  Our success will depend upon our ability to
access equity capital markets or borrow on terms that are financially
advantageous to us.  We may not be able to obtain additional funds on
acceptable terms.  If we fail to obtain funds on acceptable terms, then we
might be forced to delay or abandon some or all of our business plans.  If we
borrow funds, we could be forced to use a large portion of our future revenue
to repay principal and interest on those funds.  If we issue our securities
for capital, then the interests of our shareholders will be diluted.

     We currently have interests in several very different business
     opportunities and management must determine where to spend our limited
     resources at the risk of losing market opportunities in the remaining
     businesses.

We currently have four wholly-owned subsidiaries and interests in a license,
distributorship and joint venture.  We have very limited cash and are able to
fund only one or two of these business opportunities.  Management must
determine which business opportunities are the most viable and will provide
immediate revenue at the risk of not developing several of the other business
opportunities.  We cannot assure you that the business opportunities we choose
to develop will become viable and result in cash flows.

     We may pursue acquisitions of complementary service product lines,
     technologies or other businesses and these acquisitions may interfere
     with our operations and negatively affect our financial position.

From time to time, we evaluate potential acquisitions of businesses, services,
products, or technologies.  These acquisitions may result in a potentially
dilutive issuance of equity securities, the incurrence of debt and contingent
liabilities, and recognition of expenses related to goodwill and other
intangible assets.  In addition, acquisitions involve numerous risks,
including difficulties in the assimilation of the operations, technologies,
services, and products of the acquired companies; the diversion of our
management's attention from other business concerns; risks of entering markets
in which we have no or limited direct prior experience; and, the potential
loss of key employees of the acquired company.  We cannot assure that we will
be successful in developing and implementing a business strategy that provides
for continued growth of all of our subsidiaries.

     Certain conflicts of interest exist or may develop between Aquentium and
     our officer and director.

As of the date of this filing, we have one director and officer, Mr. Mark
Taggatz, and he has other business interests to which he currently devotes
attention, which include his primary employment and management of other
companies.  He may be expected to continue to devote his attention to these
other business interests although management time should be devoted to our
business.  As a result, conflicts of interest may arise that can be resolved
only through his exercise of judgement in a manner which is consistent with
his fiduciary duties to Aquentium.


                                10


<PAGE>


Off Balance Sheet Arrangements

     None.






                  ITEM 7.  FINANCIAL STATEMENTS











                                11


<PAGE>





                 AQUENTIUM, INC. AND SUBSIDIARIES
                CONSOLIDATED FINANCIAL STATEMENTS
                        SEPTEMBER 30, 2005



                        TABLE OF CONTENTS


Report of Independent Registered Public Accounting Firm                    13

Consolidated Balance Sheet as of September 30, 2005                        14

Consolidated Statements of Operations for the Year Ended
September 30, 2004 and 2005, and from inception through
September 30, 2005                                                         15

Consolidated Statement of Changes in Stockholders' Equity (Deficit)
for the periods from inception through September 30, 2005                  16

Consolidated Statements of Cash Flows for the Year Ended
September 30, 2004 and 2005 and from inception through
September 30, 2005                                                         17

Notes to Consolidated Financial Statements                              18-27




                                12

<PAGE>





                       George Brenner, CPA
                    A Professional Corporation
                10680 W. PICO BOULEVARD, SUITE 260
                  LOS ANGELES, CALIFORNIA 90064
                 310/202-6445 - Fax 310/202-6494

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors
Aquentium, Inc. (a Delaware corporation)
(A Development-Stage Company)
Lake Elsinore, CA

I have audited the accompanying consolidated balance sheet of Aquentium, Inc.,
a Delaware corporation (a development-stage company) as of September 30, 2005
and the related consolidated statements of operations, stockholders' deficit
and cash flows for the years ended September 30, 2004 and 2005 and the period
from April 30, 2001 (date of inception) through September 30, 2005.  These
financial statements are the responsibility of the Company's management.  My
responsibility is to express an opinion on these consolidated financial
statements based on my audit.

I conducted my audit in accordance with auditing standards of the Public
Company Accounting Oversight Baord (United States).  Those standards require
that I plan and perform the audit 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.  I believe that my
audit provides a reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial condition of Aquentium, Inc.,
Delaware as of September 30, 2005 and the results of its operations,
stockholders' deficit and cash flows for the years ended September 30, 2004
and 2005 and from inception (April 30, 2001) through September 30, 2005 in
conformity with accounting principles generally accepted in the United States
of America.

The accompanying consolidated financial statements have been prepared assuming
the Company will continue as a going concern.  As more fully described in Note
2G to the financial statements, the Company's losses from development-stage
activities raise substantial doubt about its ability to continue as a going
concern.  The consolidated financial statements do not include any adjustments
to reflect the possible effects on the recoverability and classification of
assets or the amounts and classification of liabilities that may result from
the possible inability of the Company to continue as a going concern.
Management's plans in this regard are also discussed in Note 2G.



/s/ George Brenner
--------------------------
George Brenner, C.P.A.
Los Angeles, California
January 31, 2006



                                13

<PAGE>


                AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
                    CONSOLIDATED BALANCE SHEET
                        SEPTEMBER 30, 2005


                              ASSETS

Current Assets
   Cash                                                     $     38,089
   Accounts Receivable                                               871
   Prepaid Expense                                                   103
                                                            -------------

   Total Current Assets                                           39,063
                                                            -------------

FIXED ASSETS, Net                                                 50,534
INTANGIBLE ASSETS                                                  9,000
INVESTMENTS                                                      382,500
                                                            -------------

   TOTAL ASSETS                                             $    481,097
                                                            =============

              LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts Payable                                         $      6,931
   Loans Payable - Other                                           1,500
   Deposits                                                       43,000
   Officer/Stockholder Advance                                   128,832
   Salaries Payable - Related Parties                            472,000
                                                            -------------

   TOTAL LIABILITIES                                             652,263
                                                            -------------
STOCKHOLDERS' DEFICIT

   Preferred stock ($0.00001 par value)
    10,000,000 shares authorized;
    0 issued and outstanding                                           -
   Common stock ($0.005 par value)
    100,000,000 shares authorized;
    14,480,154 issued and outstanding                             73,401
   Additional Paid In Capital                                    196,582
   Other Comprehensive Income (Loss)                            (267,500)
   Retained Earnings                                            (173,649)
                                                            -------------
   TOTAL STOCKHOLDERS' DEFICIT                                  (171,166)
                                                            -------------

   TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT              $    481,097
                                                            =============



   See Accompanying Notes to Consolidated Financial Statements

                                14

<PAGE>


                AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
              CONSOLIDATED STATEMENTS OF OPERATIONS



                                                                 From
                                                                 Inception
                                                                 April 30,
                                        For the Years Ended      2001 to
                                            September 30,        Sept. 30
                                          2004          2005     2005
                                     ------------- ------------- -------------

REVENUE
   Rental revenue                    $     81,412  $    639,051  $    724,532
                                     ------------- ------------- -------------
OPERATING EXPENSES
   Salaries                               192,000       240,000       538,400
   Rental expense                          58,128       489,368       547,496
   Professional Fees                       42,087        70,935       149,309
   Stock Options Compensation                   -             -       100,000
   Common Stock Issued for Services        20,140             -        73,340
   Impairment Expense                           -             -         3,638
   Other                                   22,934        81,623       130,998
                                     ------------- ------------- -------------
                                          335,289       881,926     1,543,181
                                     ------------- ------------- -------------

NET OPERATING LOSS                       (253,877)     (242,875)     (818,649)

Gain on sale of Business                  645,000             -       645,000
                                     ------------- ------------- -------------

NET INCOME (LOSS) BEFORE TAXES            391,123      (242,875)     (173,649)

PROVISION FOR INCOME TAXES
   Federal                                      -             -             -
   State                                        -             -             -
                                     ------------- ------------- -------------

NET LOSS                             $    391,123  $   (242,875) $   (173,649)
                                     ============= ============= =============

Basic income (loss) per common share $       0.03  $      (0.02)
                                     ============= =============
Basic weighted average
 common shares outstanding             11,187,376    14,660,976
                                     ============= =============
Fully diluted income (loss) per
 common share                        $       0.02  $          -
                                     ============= =============
Fully diluted weighted average
 common shares outstanding             21,187,376
                                     =============



   See Accompanying Notes to Consolidated Financial Statements

                                15

<PAGE>
<TABLE>
<CAPTION>
                         AQUENTIUM, INC. AND SUBSIDIARIES
                           (A DEVELOPMENT-STAGE COMPANY)
             CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
            FROM INCEPTION (APRIL 30, 2001) THROUGH SEPTEMBER 30, 2005

                                                                                    Other     Stockholders'
                                   Common             Paid-In                   Comprehensive     Equity/
                             Shares      Amount       Capital       (Deficit)    Income (Loss)   (Deficit)
                          ------------ ------------ ------------- ------------- ------------- --------------

                       <c>          <c>          <c>           <c>           <c>           <c>
Founder's capital
  contribution                      -  $         -  $        500  $          -  $          -  $         500
Capital contributed,
  office space                      -            -         3,000             -             -          3,000
Common stock issued
  for reverse merger        4,000,000       20,000       (20,000)            -             -              -
Preferred stock converted   1,000,000        5,000       ( 5,000)            -             -              -
Common stock retained by
  shareholders April, 2002
  for the acquisition of
  Aquentium, Delaware
  valued At par value per
  share                        76,014          380          (380)            -             -              -
Stock for services            500,000        2,500         7,500             -             -         10,000
Acquisitions of subsidiaries  900,000        4,500        13,500             -             -         18,000
Net (Loss) for the period
  of April 30, 2001 through
  September 30, 2002                -            -             -       (61,987)            -        (61,987)
                          ------------ ------------ ------------- ------------- ------------- --------------
                            6,476,014       32,380          (880)      (61,987)            -        (30,487)
Stock options compensation          -            -       100,000             -             -        100,000
Stock for services          2,160,000       10,800        32,400             -             -         43,200
Acquisition of subsidiaries   250,000        1,250         3,750             -             -          5,000
Debt settlement                 2,000           10            30             -             -             40
Capital contributed,
  office space                      -            -         3,000             -             -          3,000
Net (Loss) for the year
  ended September 30, 2003          -            -             -      (259,910)            -       (259,910)
                          ------------ ------------ ------------- ------------- ------------- --------------
                            8,888,014       44,440       138,300      (321,897)            -       (139,157)
Acquisition of Subsidiaries 2,080,000       10,400       (10,400)            -             -              -
Lease deposit                   5,140           26            77             -             -            103
Stock for services          1,007,000        5,035        15,105             -             -         20,140
Rescission of 2002
  Acquisition                (500,000)      (2,500)        2,500             -             -              -
Officer compensation        3,000,000       15,000        45,000             -             -         60,000
Capital contributed,
  office space                      -            -         3,000             -             -          3,000
Net Income for the year
  ended September 30, 2004          -            -             -       391,123             -        391,123
                          ------------ ------------ ------------- ------------- ------------- --------------
Other comprehensive income (loss):
  Unrealized loss on stock          -            -             -             -      (230,000)      (230,000)
Comprehensive income                -            -             -             -             -              -
                          ------------ ------------ ------------- ------------- ------------- --------------
September 30, 2004         14,480,154       72,401       193,582        69,226      (230,000)       105,209
Stock for patent              200,000        1,000         3,000             -             -          4,000
Net loss for the year
  ended September 30, 2005          -            -             -      (242,875)            -              -
Other comprehensive income:
  Unrealized loss on stock          -            -             -             -       (37,500)             -
Comprehensive income                -            -             -             -             -       (280,375)
                          ------------ ------------ ------------- ------------- ------------- --------------
September 30, 2005         14,680,154  $    73,401  $    196,582  $   (173,649) $   (267,500) $    (171,166)
                         ============= ============ ============= ============= ============= ==============



           See Accompanying Notes to Consolidated Financial Statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                  AQUENTIUM, INC. AND SUBSIDIARIES
                    (A DEVELOPMENT-STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                         From
                                                                         Inception
                                                 For the Years Ended     April 30,
                                                     September 30,       2001 to
                                                  2004          2005     Sept.30, 2005
                                              ------------- ------------ -------------
<S>                                           <C>           <C>          <C>
Cash Flows from Operations
 Net Income (Loss)                            $    391,123  $  (242,875) $   (173,649)
 Gain on exchange of stock                        (645,000)           -      (645,000)
 Depreciation expense                                    -          727           727
 Adjustments To Reconcile Net Loss
  To Net Cash Used by Operating Activities:
   Stock Options Compensation                            -            -       100,000
   Stock Issued for Service                         80,140            -       133,380
   Impairment Expense                                    -            -         3,638
   Accounts Receivable                                (871)           -          (871)
   Deposits                                              -       43,000        43,000
   Accounts Payable                                 (8,827)       6,931        (8,149)
   Salaries Payable                                132,000      240,000       472,000
                                              ------------- ------------ -------------
Net Cash (Used) in Operating Activities            (51,435)      47,783       (74,924)
                                              ------------- ------------ -------------
Cash Flows From Investing Activities
 Purchase of Fixed Assets                                -      (51,261)      (51,261)
 Purchase of Patent                                      -       (5,000)       (5,000)
 Disposition of Subsidiary                               -            -        15,080
 Write Off - Subsidiary Investment                       -            -         9,900
                                              ------------- ------------ -------------
                                                         -      (56,261)      (31,281)
                                              ------------- ------------ -------------
Cash Flows From Financing Activities
 Cash Acquired - Acquisitions                            -            -         4,462
 Loan Payable, Other                                 1,100          400         1,500
 Advance - Stockholder/Officer                      65,545       25,637       128,832
 Capital Contributed - Founder                           -            -           500
 Capital Contributed - Office Space                  3,000            -         9,000
                                              ------------- ------------ -------------
                                                    69,645       26,037       144,294
                                              ------------- ------------ -------------
Net Increase (Decrease) in Cash                     18,210       17,559        38,089
Cash - Beginning of Period                           2,320       20,530             -
                                              ------------- ------------ -------------
Cash - End of Period                          $     20,530  $    38,089  $     38,089
                                              ============= ============ =============
Non-Monetary Transactions:
 Issue of stock for services at $0.02
  per share, 2,660,000 and 1,007,000,
  respectively                                $     20,140  $         -  $     73,340
 Issue of 2,000 shares of stock for
  debt settlement                                        -            -            40
 1,150,000 common shares issued for
  acquisitions at $0.02 per share                        -            -        23,000
 Issue 3,000,000 shares for salary
  at $0.02 per share                                60,000            -        60,000
 Issue stock for patent pending                          -        4,000         4,000

Income Taxes Paid                             $          -  $         -  $          -
Interest Paid                                 $          -  $         -  $          -




     See Accompanying Notes to Consolidated Financial Statements

                                  17

</TABLE>
<PAGE>




                 AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  BUSINESS AND HISTORY

A.  Business
    --------
Aquentium, Inc. (a Delaware corporation) is a diversified holding company in
the development stage.  (See Note 2 D "Development Stage Company").  Its
holdings include a public relations and consulting service and an early-stage
entertainment division that will develop and license products and publications
(Canby Group, Inc.), a proprietary software that allows new and used car
dealers a fully operational live on-line auction website (USA Public Auction,
Inc.), the research and development of solar panels, (Charis Energy
Development, Inc.), and the development of waste recycling systems
(Environmental Waste Management, Inc.).  All the above companies were inactive
during fiscal year ending September 30, 2005, however, See Note 2A,
"Acquisitions and Dispositions".

B.  History
    -------
Aquentium Inc., Delaware, formerly WaterPur International, Inc. (the Company)
was incorporated in the state of Delaware on April 3, 1987 as Arnex Investment
Group, Ltd.  Then the corporation name was changed to Vector Environmental
Technologies, Inc. in 1993 and then to WaterPur International, Inc. in 1997.
Up through September 30, 1997, WaterPur operated principally in one business
segment, the development and sale of environmental technologies, primarily
water purification.  WaterPur became an inactive shell as of September 30,
1998.

On April 2, 2002, Aries Ventures, Inc., formerly Casmyn Corp. and holder of
100% of the 5% cumulative convertible preferred stock of WaterPur received
1,000,000 post split shares and 250,000 warrants (Note 4 -  "Stockholders'
Equity") in consideration for the release of any and all outstanding debts or
claims that Aries has or may have against WaterPur.

On April 2, 2002 Aquentium, Inc., Delaware acquired 100% of Aquentium, Inc., a
Nevada corporation incorporated on April 30, 2001, in exchange for 4,000,000
shares of its common stock.  With this transaction the common stock of
Aquentium, Inc., Delaware outstanding was: 5,076,014 shares with 4,000,000
held by the Aquentium shareholders, 1,000,000 held by Aries and the remaining
shares of 76,014 (post reverse split 200 to 1) held by the former stockholders
of WaterPur.

Aquentium, Delaware formerly WaterPur entered into an asset purchase agreement
with Duck Marine Systems, Inc. (a British Columbia Corporation) on May 7,
1999.  The agreement was rescinded April 2, 2002.

In connection with the above transactions the officers and principal
stockholders of Aquentium, Delaware, on one hand and Aquentium, Delaware and
its subsidiary (Aquentium, Nevada) on the other hand, effected a mutual
release of any and all debts and claims that either party may have against
each other.

In substance, the Aquentium, Delaware transaction is considered to be a
capital transaction rather than a business combination.  Consequently, the
transaction is considered a reverse takeover and the accounting treatment will
be as if Aquentium, Nevada acquired Aquentium, Delaware.  Accordingly, these
financial statements are the historical financial statements of Aquentium,
Nevada

                                18

<PAGE>



                 AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.  Acquisitions and Dispositions
    -----------------------------
Subsequent to Aquentium, Delaware acquiring Aquentium, Nevada, the following
acquisitions were made:

On June 29, 2002, 100% of Fiber Application Systems Technology (FAST) was
acquired for 500,000 common shares at $0.02 per share or $10,000.  The Company
acquired cash of $4,363, organization costs of $10,817 (written off) and
accounts payable of $15,080 for a net asset value $100 resulting in goodwill
of $9,900.

On March 12, 2003 FAST was disposed of for 500,000 preferred shares of Alpha
Solarco, Inc. a publicly traded company.  The preferred shares can be
converted into 5,000,000 common shares.  Because Alpha Solarco stock is thinly
traded no value has been assigned to this transaction.  An $817 gain, measured
by the accounts payable, cash reduction and $9,900 cost basis, has been
recognized. In March 2004 the Company agreed to rescind the acquisition and
sale of Fiber Application by canceling the 500,000 shares of Aquentium common
stock issued for the acquisition and Fiber Application agreed to cancel the
500,000 ten-dollar convertible preferred shares.

On August 9, 2002, 100% of USA Public Auction, Inc. was acquired for 250,000
common shares at $0.02 per share or $5,000.  The Company acquired cash of $82
and organization costs of $4,280 (written off) resulting in goodwill of $638.

On September 9, 2002, 100% of Canby Group, Inc. was acquired for 150,000
common shares at $0.02 per share or $3,000 with no net assets.

On October 28, 2002 100% of Food Safe, Inc. a Texas corporation was acquired
for 250,000 common shares valued at $5,000 in exchange for 100% of its shares.
Food Safe was sold on October 29, 2003 to a publicly traded corporation
(eFoodSafety.com Inc.).  Aquentium received 500,000 (split 3 to 1 on December
8, 2003) restricted shares valued at $650,000 resulting in a gain of $645,000.
 The Company carries its investment at a market value discounted at 15% for
restricted stock.  The $267,500 temporary loss has been recorded as other
comprehensive loss and reflected in the Statement of Stockholders' Equity
(Deficit).

On December 8, 2003 Charis Energy Development, Inc. a privately held company
was acquired for 1,000,000 restricted shares.  As there were no assets or
liabilities, the acquisition is treated as a capital transaction instead of a
business combination and no goodwill or other intangibles are recognized.

On January 27, 2004 Environmental Waste Management, Inc. a privately held
company was acquired for 1,080,000 restricted shares.   As there were no
assets or liabilities, the acquisition is treated as a capital transaction
instead of a business combination and no goodwill or other intangibles are
recognized.

B.  Accounting Period
    -----------------
The Company's fiscal year-end is September 30th.  The accompanying
consolidated financial statements include the years ended September 30, 2004
and 2005 and the period from April 30, 2001 (inception) through September 30,
2005.


                                19

<PAGE>




                 AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


C.  Principles of Consolidation
    ---------------------------
The consolidated financial statements include the accounts of the Company and
its subsidiaries.  There were no inter-company transactions.

D.  Development Stage Company
    -------------------------
The accompanying consolidated financial statements have been prepared in
accordance with the Statement of Financial Accounting Standards No. 7
"Accounting and Reporting by Development-Stage Enterprises".  A
development-stage enterprise is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no
significant revenue there from.  Development-stage companies report cumulative
costs from the enterprise's inception.

E.  Use of Estimates
    ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

F.  New Accounting Pronouncements
    -----------------------------
In December 2004, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 123R "Share Based Payment." This statement is a revision to SFAS 123
and supersedes Accounting Principles Board (APB) Opinion No. 25, "Accounting
for Stock Issued to Employees," and amends FASB Statement No. 95, "Statement
of Cash Flows." This statement requires a public entity to expense the cost of
employee services received in exchange for an award of equity instruments.
This statement also provides guidance on valuing and expensing these awards,
as well as disclosure requirements of these equity arrangements. This
statement is effective for the first interim reporting period that began after
June 15, 2005.

SFAS 123R permits public companies to choose between the following two
adoption methods:

1.  A "modified prospective" method in which compensation cost is recognized
beginning with the effective date (a) based on the requirements of SFAS 123R
for all share-based payments granted after the effective date and (b) based on
the requirements of Statement 123 for all awards granted to employees prior to
the effective date of SFAS 123R that remain unvested on the effective date, or

2.  A "modified retrospective" method which includes the requirements of the
modified prospective method described above, but also permits entities to
restate based on the amounts previously recognized under SFAS 123 for purposes
of pro forma disclosures either (a) all prior periods presented or (b) prior
interim periods of the year of adoption.


                                20

<PAGE>


                 AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

F.  New Accounting Pronouncements (continued)
    -----------------------------------------

As we do not currently have share based payments, we expect no impact to the
financial statements due to the adoption of SFAS 123R.

In March 2005, the FASB issued FASB Interpretation ("FIN") No. 47 "Accounting
for Conditional Asset Retirement Obligations-an Interpretation of FASB
Statement No. 143" ("FIN No. 47"). FIN No. 47 clarifies the timing of
liability recognition for legal obligations associated with the retirement of
a tangible long-lived asset when the timing and/or method of settlement are
conditional on a future event. FIN No. 47 is effective for us no later than
December 31, 2005. We do not expect that the adoption of FIN No. 47 will have
a material impact on our financial condition or results of operations.
In May 2005,  the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections, a replacement of APB No. 20 and FASB Statement No. 3" ("SFAS No.
154").  SFAS No. 154 requires retrospective application to prior periods'
financial statements of a voluntary change in accounting principle unless it
is impracticable.  APB Opinion No. 20 "Accounting Changes," previously
required that most voluntary changes in accounting principle be recognized by
including in net income of the period of the change the cumulative effect of
changing to the new accounting principle.  This statement is effective for our
Company as of January 1, 2006. The Company does not believe that the adoption
of SFAS No. 154 will have a material impact on our financial statements.

G.  Continuing Existence
    --------------------
The Company is a development-stage company with limited revenues to date and
negative working capital.  The above financial factors raise a substantial
doubt about the Company's ability to continue as a going concern.  The
financial statements do not include any adjustments to reflect the possible
effects on the recoverability and classification of assets or amounts and
classifications of liabilities that may result from the possible inability of
the Company to continue as a going concern.

Management's plans to continue in existence are based on obtaining profitable
operations from its recently acquired start-up subsidiaries.  There can be no
assurance these plans will be successful.

H.  Loss Per Share
    --------------
Warrants and stock options have not been included in the September 30, 2005
computation of loss per share because their inclusion would be anti-dulitive.

I.  Goodwill
    --------
Goodwill represents the excess cost over the net assets of the subsidiaries.
Management tests each subsidiary on an annual basis.  The goodwill, if
impaired, will by adjusted.  Acquisitions during the year were originally
reported as business acquisitions.  These were properly reported as capital
transactions and goodwill reflected on the quarterly financial statements were
reversed as of September 30, 2004.



                                21

<PAGE>



                 AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


3.  STOCK FOR SERVICES

Stock for professional services was 1,007,000, 2,160,000, and 500,000
restricted shares valued at $.02 per share for the years ended September 30,
2004, 2003, and 2002, respectively.  In the year ending September 30, 2005,
200,000 shares at $0.02 per share were issued for a licensing agreement for
manufacturing and marketing for a patent.

4.  STOCKHOLDERS' EQUITY

The unrestricted 1,000,000 common shares owned by Aries have anti-dilution
protection.  The stock will be calculated separately on December 31, 2002, and
2003 and as long as Aries continues to hold such stock or a fraction thereof.
The anti-dilution protection is applicable provided that the aggregate market
value of Aquentium's common stock and all spin-offs common stock owned by
Aries is less than $12,000,000 and Aries owns less than 10% of the outstanding
shares.  Aries will then be entitled to receive, without any additional
payment, a sufficient number of shares to equal 10% of Aquentium's outstanding
shares.

At December 31, 2003, Aries owned 10.1% of the outstanding shares of the
Company.  As of September 30, 2004 and 2005, Aries owned 6.9% of the shares of
the Company, and under the terms of the agreement could be entitled to shares
sufficient to have 10% of the outstanding shares at December 31, 2004,
depending on other terms of the agreement.  In management's opinion the
anti-dilution protection expired December 31, 2003, and no amount of shares is
due at December 31, 2004 or 2005.

The 250,000 warrants are cashless, exercisable over three years and have a
price of $1.00 per share.  The warrants can be recalled at $0.01 per share if
Aquentium qualifies for a listing on the American Stock Exchange or the NASDAQ
Small Cap Exchange.  The recall requires a 30-day notice in which the warrant
holders can exercise within 20 days.  The warrants expired April 2, 2005


                                22

<PAGE>


                 AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5. STOCK OPTIONS

On February 21, 2003 the Board of Directors established a Stock Option Plan
and reserved 10,000,000 shares.  The option or exercise price cannot be less
than 110% of the fair market value on the date of grant.  Fair market value is
estimated at $0.020 per share, consequently the exercise price is $0.022.  The
maximum term under the Plan for each option is three years.

On February 21, 2003 the Company's president was granted 10,000,000 shares
exercisable at $0.01 per share.  To date no options were exercised.

The Company applies the intrinsic value-based method of accounting prescribed
by Accounting Principles Board ("ABP") Opinion No. 25, Accounting for Stock
Issued to Employees, and related interpretations, in accounting for its
outstanding stock options.  As such, compensation expense is recorded on the
date of grant if the current market price of the underlying stock exceeded the
exercise price.  For the year ended September 30, 2003, 10,000,000 shares at
$0.01 per share were expensed aggregating $100,000.  The expense was recorded
in the fourth quarter of fiscal year ending September 30, 2003.

Had the value of the options been entirely expensed (using the Black-Scholes
model for the calculation) the result would be $0.01945 per option or an
aggregate $194,555.  Because $100,000 has been expensed the following pro
forma results are calculated on an additional $94,555 expense.

                                          Year Ended
                                          9/30/2003
                                       ---------------

        Loss as recorded               $   (259,910)
        Pro-forma loss                 $   (354,465)

        Loss per share as recorded     $      (0.05)
        Pro-forma loss per share       $      (0.06)

In calculating the proforma resulting using the Black Scholes model the
following assumptions were made.

        Expected Life of Options           3 years
        Volatility                         412%
        Risk Free Interest Rate            1.41%
        Dividend Yield                     0


                                23

<PAGE>





                 AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


6.  DEFERRED INCOME TAXES

The net deferred tax amounts included in the accompanying balance sheet
contain the following amounts of deferred tax assets and liabilities:

The provision for income taxes is composed of the following:

                                             2005        2004    Inception
                                         ----------- ---------- -----------

     Federal                             $   (1,000) $ (35,000) $  (60,000)
     State                                       (0)    (6,000)    (10,000)
                                         ----------- ---------- -----------
     Total deferred tax asset            $   (1,000) $ (41,000) $  (70,000)

     Valuation allowance                      1,000     41,000      70,000
                                         ----------- ---------- -----------

     Net deferred tax asset              $        -  $       -  $        -
                                         =========== ========== ===========

The provision for income taxes differs from the amount computed by applying
the statutory federal income tax rate as follows:

The provision for income taxes is composed of the following:

                                             2005        2004    Inception
                                         ----------- ---------- -----------
     Income tax at the federal
      statutory rate of 35 percent       $  (85,000) $ 136,000  $  (61,000)
     State, net of federal benefit          (14,000)    22,000     (10,000)
     Nondeductible accruals and other        98,000   (201,000)      1,000
     Change in valuation allowance            1,000     42,000      70,000
                                         ----------- ---------- -----------

     Total provision for income taxes    $        -  $       -  $        -
                                         =========== ========== ===========


The deferred tax adjustments are comprised of stock options compensation
($100,000), stock for service expense ($73,340) and officers' salaries accrued
but not paid ($472,000) and an unrealized gain on the exchange of stock
$377,500 aggregating $(267,840).  The net operating loss (NOL) carry forwards
expire in years from 2022 to 2025.

Because of the uncertainty if the above deferred assets will be used a 100%
valuation reserve has been recorded.



                                24

<PAGE>


                 AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.  RELATED PARTIES TRANSACTIONS

Mart T. Taggatz, President, CEO and Chairman of the Board had the following
transactions with the Company:
a) Advanced $128,832 to the Company and affiliates through September 30, 2005.
b) Received unpaid compensation of $462,000 as salary payable at September 30,
   2005, with $60,000 of deferred compensation satisfied by the issuance of
   3,000,000 shares of restricted stock.
c) Was granted on February 21, 2003 10,000,000 stock options exercisable at
   $.01 per share.
Sherry L. Wilson (spouse of Mark T, Taggatz) had the following transactions
with the Company:
a) Received unpaid compensation aggregating $10,000 as salary payable at
   September 30, 2004,
b) Received 2,500,000 shares of common stock valued at $0.02 per share or
   $50,000 for consulting services.
The Company leased space to eFoodsafety.com, a related party in which Mark
Taggatz was the CEO through August 11, 2005.

8. COMMITMENTS AND CONTINGENCIES

On December 13, 2003, the Company leased 10,000 square feet of a building in
North Palm Springs, CA for $4,500 per month.  The lease was for a three month
term with an option to pay on a month to month basis beginning with the fourth
month.

Effective September 1, 2004, the Company exercised an option to lease the
entire 84,772 square feet of the building on a month to month basis for
$31,128 per month.  The Company has been assigned the lease rights of the
other tenants in the building and will collect rents from those tenants.  For
the years ending September 30, 2004 and 2005, the Company recorded lease
expenses of $58,128 and $489,368, respectively, in connection with these
leases.  The Company has an option to purchase the building for $5.1 million.
The largest tenant in the building was eFoodsafety.com.

Effective August 11, 2005, Mark Taggatz, CEO and President of the Company
resigned from similar positions of eFoodsafety.com.  Effective August 1, 2005,
eFoodsafety.com and the Aquentium agreed to cancel its lease with the Company.

On November 5, 2004 Aquentium, Inc. entered into an Exclusive Licensing
Agreement of US Patent Application 10/284,748 (the "Licensing Agreement") with
Theodore T. Ciotti, an individual who invented a containerized habitable
structure, which is the subject matter of the patent application 10/284,748.
This housing system incorporates the structural integrity and transportability
of modified or purpose-built ISO shipping containers that expand and unfold
like "pop-up books" and have the strength, flexibility and durability of
structural insulated panel construction.  The purpose-built or recycled
shipping containers can be transformed into rudimentary homes in the case of
disaster.  In exchange for the licensing agreement and exclusive right to the
URL www.instantvillage.com, the Company issued 200,000 common shares of
restricted stock of the Company.


                                25

<PAGE>


                 AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


9.  OTHER COMPREHENSIVE INCOME (LOSS)
The components of accumulated other comprehensive loss are summarized below.

                                         Change in net
                                         unrealized holding
                                         gains and losses
                                         on investments
                                         ------------------
     Balance at September 30, 2004       $         (230,000)
     Current period change                          (37,500)
                                         -------------------
     Balance at September 30, 2005       $         (267,500)
                                         ===================



                                26

<PAGE>


     ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
              ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have not had a change in, or disagreement with, our independent accountant
for the years ended September 30, 2004 and 2005.

                 ITEM 8A. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our filings under the Exchange
Act is recorded, processed, summarized and reported within the periods
specified in the rules and forms of the SEC.  This information is accumulated
to allow timely decisions regarding required disclosure.  Our Chief Executive
Officer, who also acts in the capacity of principal financial officer,
evaluated the effectiveness of our disclosure controls and procedures as of
the end of the period covered by this report.  Based on that evaluation, he
concluded that our disclosure controls and procedures were not effective as
they relate to the timely filing of our reports.

Also, our Chief Executive Officer determined that there were no changes made
in our internal controls over financial reporting during the fourth quarter of
2005 that have materially affected, or are reasonably likely to materially
affect our internal control over financial reporting.

                   ITEM 8B.  OTHER INFORMATION

None.

                             PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers

Our executive officer and director is listed below.  Our bylaws require three
directors who serve until our next annual meeting or until each is replaced by
a qualified director. We have two vacancies on our board of directors which we
intend to fill at a later date.  Our executive officers are appointed by our
board of directors and serve at its discretion.

Name               Age   Position Held                          Director Since
---------------    ----  --------------                         --------------

Mark T. Taggatz     41   President, CEO, Secretary/Treasurer    April 2, 2002
                         and Chairman of the Board

Mark T. Taggatz was appointed Chairman of the Board on April 2, 2002 and he
was appointed as President and Chief Executive Officer on April 15, 2002.  He
assumed the duties of Secretary/Treasurer in May 2003.  He is the President of
Wall Street Marketing Group, Inc., a public relations and sales and marketing
company and he has been with that company since 1997.  He previously served as
President and CEO of eFoodSafety.com from September 2004 to August 2005.  Mr.
Taggatz formerly was employed in the stock brokerage business as a
stockbroker, partner, and president of various brokerage firms.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and persons who own more than five percent of a registered
class of our equity securities to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
our common stock.  Officers, directors and greater than ten-percent beneficial
owners of our common stock are required by SEC regulations to furnish us with
copies of all Section 16(a) reports they file and provide written
representation that no Form 5 is

                                27



<PAGE>


required.  Based upon review of the forms and representations furnished to us
during the fiscal year ended September 30, 2005, we believe that our director
and president, Mark T. Taggatz, failed to timely file five Forms 4 related to
31 transactions.  Sherry L. Wilson, a  more than 10% shareholder, failed to
timely file five Forms 4 related to 31 transactions.

Code of Ethics

We have only one officer and director and minimal operations and, as a result,
have not adopted a code of ethics for our principal executive and financial
officers.  Our board of directors will revisit this issue in the future to
determine if adoption of a code of ethics is appropriate.  In the meantime,
our management intends to promote honest and ethical conduct, full and fair
disclosure in our reports to the SEC, and compliance with applicable
governmental laws and regulations.

Audit Committee Financial Expert

We do not have an auditing committee nor an audit committee financial expert.
Due to the fact that we have nominal operations management does not believe an
audit committee is required at this time.

                 ITEM 10.  EXECUTIVE COMPENSATION

The following table shows the compensation paid to our named executive
officers in all capacities during the past three fiscal years.  We have not
entered into employment contracts with our executive officers and their
compensation, if any, will be determined at the discretion of our board of
directors.

                    SUMMARY COMPENSATION TABLE
                   ---------------------------

                       Annual Compensation           Long Term Compensation
                       -------------------           ----------------------
                                                        Awards
                                                        ------
                                       Other         Securities   All
Name and principal  Fiscal             annual        underlying   other
position            Year   Salary      compensation  options/SARs compensation
------------------- ------ ----------- ------------  ------------ ------------
Mark T. Taggatz     2005   $180,000(1) $   14,400              0  $      0
President, CEO      2004    132,000(1)     60,000(2)           0         0
Secretary/Treasurer 2003     60,000(1)          0     10,000,000     12,000(3)
Chairman

     (1)   Represents accrued salary.
     (2)   Represents the value of 3,000,000 common shares on date of issue.
     (3)   Represents the value of 10,000,000 options on date of grant.

Compensation of Directors

We do not have any standard arrangement for compensation of our directors for
any services provided as a director, including services for committee
participation or for special assignments.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
                 AND RELATED STOCKHOLDER MATTERS

Securities Authorized Under Equity Compensation Plans

The following table lists the securities authorized for issuance under any
equity compensation plans approved by our shareholders and any equity
compensation plans not approved by our shareholders.


                                28
<PAGE>

               EQUITY COMPENSATION PLAN INFORMATION
_____________________________________________________________________________
                                                              Number of
                                                              securities
                                                              remaining
                                                              available for
                                                              future issuance
                                                              under equity
                   Number of securities   Weighted-average    compensation
                   to be issued upon      exercise price of   plans (excluding
                   exercise of out-       outstanding         securities
                   standing options,      options, warrants   reflected
Plan category      warrants and rights    and rights          in column (a))
                          (a)                (b)                  (c)
______________________________________________________________________________
Equity compensation
plans approved by
security holders           0                  0                    0
______________________________________________________________________________
Equity compensation
plans not approved
by security holders    10,000,000          $  0.01                 0
______________________________________________________________________________
Total                  10,000,000          $  0.01                 0
______________________________________________________________________________


2003 Stock Option Plan.  - On February 21, 2003 our board of directors
approved the 2003 Stock Option Plan.  This plan has not been approved by our
shareholders.  The plan provides for the grant of both incentive stock options
pursuant to Section 422 of the Internal Revenue Code and non-qualified stock
options.  The plan is administered by the full board of directors, which
determines the terms of the options granted.  The board of directors may amend
the plan without the approval of the shareholders, except shareholder approval
is required for certain amendments described more fully in the plan.

The exercise price of options under the plan must be equal to the fair market
value of the common stock on the date of grant.  If the incentive stock option
is granted to a person possessing more than 10% of the voting rights of the
outstanding common stock, then the exercise price must be no less than 110% of
the fair market value of the common stock on the date of grant.  The term for
each option can be no more than three years.  In the event the holder
terminates employment with Aquentium, then the option may be exercised during
a three-month period after termination and the option terminates after that
time period.

Beneficial Owners

The following table sets forth the beneficial ownership of our outstanding
common stock by our management and each person or group known to us to own
beneficially more than 5% of our outstanding common stock.  Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities.  Due to these
rules two or more persons may be deemed to be the beneficial owners of the
same securities.  Except as indicated by footnote, the persons named in the
table below have sole voting power and investment power with respect to the
shares of common stock shown as beneficially owned by them.  The percentage of
beneficial ownership is based on 14,480,154 shares of common stock outstanding
as of September 30, 2005, plus any shares which each of the following persons
may acquire within 60 days by the exercise of options.

                    CERTAIN BENEFICIAL OWNERS
                    --------------------------

Name and address of               Number of shares of
beneficial owners                 common stock             Percentage of class
--------------------------------  -----------------------  -------------------
Aries Ventures, Inc.                   1,000,000                   6.9%
28729 Canwood Street, Suite 207
Agoura Hills, CA 91301

Sherry L. Wilson                      15,679,525 (1)              64.0%
29743 Vacation Drive
Canyon Lake, CA 92587

                                29


<PAGE>


Taggatz Family Trust                  15,501,500 (2)              61.3%
31500 Grape Street, Suite 3401
Lake Elsinore, CA 92532

     (1)  Represents 2,178,025 shares held by Ms. Wilson and 13,501,500
          shares beneficially owned by her spouse, Mark T. Taggatz.
     (2)  Represents 1,500,000 shares held by the trust and 13,501,500 shares
          beneficially owned by its trustee, Mark T. Taggatz.

                            MANAGEMENT
                          -------------

Name and address of             Number of shares
beneficial owners               Common stock               Percentage of class
------------------------------  -------------------------  -------------------
Mark T. Taggatz                       17,179,525 (3)              70.2%
31500 Grape Street, Suite 3401
Lake Elsinore, CA 92532

     (3)  Represents 3,501,500 shares and options to purchase 10,000,000
          shares owned by Mr. Taggatz; includes 2,178,025 shares held by his
          spouse; and 1,500,000 shares held by the Taggatz Family Trust.


     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following information summarizes transactions we have either engaged in
during the past two years, or propose to engage in, involving our executive
officers, directors, more than 5% stockholders, or immediate family members of
these persons.

Until May 1, 2003, our board of directors was comprised of two directors, Mark
T. Taggatz and Sherry L. Wilson, who are married.  Ms. Wilson resigned on May
1, 2003, leaving Mr. Taggatz as the only director.  Therefore, these
transactions between Aquentium and our present and former officers have been
negotiated between related parties without "arms length" bargaining and, as a
result, the terms of these transactions may be different than transactions
negotiated between unrelated persons.

During the 2005 year Mr. Taggatz advance $128,832 to Aquentium and its
subsidiaries.  During the 2004 year he advanced $103,195 to Aquentium and its
subsidiaries.  During the 2003 year Mr. Taggatz advanced $30,150 to Aquentium.
These advances were not formalized agreements with established interest rates.

Mr. Taggatz accrued unpaid salary of $132,000 for the 2004 year and we issued
3,000,000 shares, valued at $60,000, to him during the 2004 year as
compensation for accrued compensation from 2003.  On February 21, 2003, our
board of directors authorized the grant of options to purchase 10,000,000
common shares to Mark T. Taggatz in consideration for his services as
President.  The options have an exercise price of $0.01 and expire February
21, 2006.

During the 2004 year Ms. Wilson received unpaid compensation of $10,000 as
salary for the 2004 year.  On February 24, 2003, our board of directors
authorized the issuance of 2,000,000 common shares to Ms. Wilson in
consideration for services rendered on our behalf valued at approximately
$40,000.

Mr. Taggatz is the President and CEO of eFoodsafety.com and Aquentium leases
40,000 square feet of space in the North Palm Springs property to
eFoodsafety.com.  The lease is $32,000 per month and management believes the
terms of this lease are fair based on the market value of the lease.


                                30


<PAGE>

                        ITEM 13.  EXHIBITS
No.     Description
----    -----------
2.1     Agreement for the Exchange of Common Stock between Aquentium and
        Charis Energy Development, Inc., dated December 5, 2003 (Incorporated
        by reference to exhibit 2.1 to Form 8-K filed December 22, 2003)
2.2     Agreement for the Exchange of Common Stock between Aquentium and
        Environmental Waste Management, Inc., dated January 6, 2004
        (Incorporated by reference to exhibit 2.1 to Form 8-K filed February
        2, 2004)
3.1     Restated Certificate of Incorporation of Aquentium, as amended
        (Incorporated by reference to exhibit 3.1 for Form 10-KSB, as amended,
        filed on February 13, 2003)
3.2     Restated by-laws of Aquentium  (Incorporated by reference to exhibit
        3.3 for Form 10-KSB, as amended, filed on February 13, 2003)
10.1    Lease agreement between Aquentium and Tennant Desert Properties, LLC,
        dated December 19, 2003 (Incorporated by reference to exhibit 3.3 for
        Form 10-KSB, as amended, filed December 29, 2003)
10.2    Exclusive Licensing Agreement of US Patent Application 10/284,748
        between Aquentium and Thomas Ciotti, dated November 5, 2004
        (Incorporated by reference to exhibit 10.1 for Form 8-K, filed
        November 17, 2004)
10.3    Distributor Agreement between Aquentium and Tripax Engineering Co.
        Pty. Ltd., dated August 8, 2005 (Incorporated by reference to exhibit
        10.3 to Form 10-QSB, filed September 19, 2005)
21.1    Subsidiaries of Aquentium
31.1    Chief Executive Officer Certification
31.2    Principal Financial Officer Certification
32.1    Section 1350 Certification


         ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Accountant Fees

The following table presents the aggregate fees billed for each of the last
two fiscal years by our principal accountant, George Brenner, Certified Public
Accountant, in connection with the audit of our financial statements and other
professional services rendered by that firm.

                                2005              2004
                             --------          --------
     Audit fees              $ 10,320          $ 13,020
     Audit-related fees             0                 0
     Tax fees                       0                 0
     All other fees          $      0          $      0

Audit fees represent the professional services rendered for the audit of our
annual financial statements and the review of our financial statements
included in quarterly reports, along with services normally provided by the
accountant in connection with statutory and regulatory filings or engagements.
Audit-related fees represent professional services rendered for assurance and
related services by the principal accountant that are reasonably related to
the performance of the audit or review of our financial statements that are
not reported under audit fees.

Tax fees represent professional services rendered by the principal accountant
for tax compliance, tax advice, and tax planning.  All other fees represent
fees billed for products and services provided by the principal accountant,
other than the services reported for the other categories.

Audit Committee Pre-approval Policies

We do not have an audit committee currently serving, and as a result, our
board of directors performs the duties of an audit committee.  Our board of
directors will evaluate and approve in advance, the scope and cost of the
engagement of an auditor before the auditor renders audit and non-audit
services.  We do not rely on pre-approval policies and procedures.

                                31


<PAGE>


                            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.

                                  AQUENTIUM, INC.


                                  /s/ Mark T. Taggatz
Date: April 7, 2006           By: _______________________________________
                                  Mark T. Taggatz
                                  President

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/ Mark T. Taggatz
Date: April 7, 2006               ________________________________________
                                  Mark T. Taggatz,
                                  Chairman of the Board, President,
                                  Chief Executive Officer,
                                  Secretary/Treasurer,
                                  Principal Financial Officer
                                  Principal Accounting Officer






                                32