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,
2007   [  ] 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
(State or
other jurisdiction of incorporation or organization)
11-2863244
(I.R.S.
Employer Identification No.)  19024 Ruppert Avenue, P.O.
Box 580943, North Palm Springs, California 92258 (Address of
principal executive offices)
                                                               (Zip
Code)  Issuers telephone number:  (760)
329-4139  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 [X]  No [   ]  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:
  None  As of December 11, 2007, the registrant had 27,665,154
shares of common stock outstanding.  On that date the aggregate market
value based on the trading price for the voting and non-voting equity of
11,445,629 held by non-affiliates was approximately $3,548,145.  Documents incorporated by reference: None.  Transitional small business disclosure format: Yes [
  ] No [X]   TABLE OF
CONTENTS  PART I Item 1.  Description of
Business 2 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 9 Item 7.  Financial
Statements 13 Item 8.  Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure 31 Item 8A.  Controls and
Procedures 31 Item 8B.  Other
Information 31  PART III  Item 9.    Directors, Executive Officers,
Promoters and Control Persons and Corporate Governance; Compliance
with Section 16(a) of the Exchange Act 31 Item 10.  Executive
Compensation 32 Item 11.  Security Ownership of Certain Beneficial
Owners and Management and
Related Stockholder Matters 33 Item 12.  Certain
Relationships and Related Transactions and Director Independence 34 Item 13.  Exhibits 35 Item 14.  Principal
Accountant Fees and Services 35 Signatures 36   In this annual report references to Aquentium, we,
us, and our refer to Aquentium, Inc.  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.  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.  The corporation name was
changed to WaterPur International, Inc. in 1977.  On April 2, 2002,
WaterPur International entered into an agreement to acquire Aquentium, Inc., a
Nevada corporation (Aquentium-Nevada).  The  2    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 April 2006 Aquentium 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-deployable disaster-relief housing structures.  On October 24, 2007, Aquentium formed Aquentium De
Mexico, a Mexican subsidiary, to manufacture and market our low-cost housing
model units in the Mexican Republic.  Our Business  Aquentium is a holding company operating on a
consolidated basis with our wholly-owned subsidiaries, which are development
stage companies described below.  Our management serves both as a financial
and professional business partner for our subsidiaries.   Our role is
to improve each subsidiarys access to potential capital, help them benefit from
the economics of scale through the consolidation of administrative functions,
and to provide universal access to the financial and management expertise of
each subsidiary's corporate personnel.  We continue to identify, locate and evaluate additional
acquisitions. Our portfolio of companies currently consists of six wholly owned
subsidiaries, two joint ventures and other business opportunities described
below. Aquentium has recorded rental income for the past two
fiscal years, but we have not recorded consolidated revenues from our operations
or the operations of our subsidiaries.  Our focus for the next twelve
months will be to obtain additional funding to develop one or more of the
business opportunities.  H.E.R.E. International, Inc.  In
November 2004 Aquentium acquired the exclusive worldwide manufacturing and
marketing rights for a 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 expands and unfolds like pop-up books and has the
strength, flexibility and durability of structural insulated panel construction.  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.  This agreement expires simultaneously with the
expiration of the patent or any extension or deviation of the patent.  Aquentium is 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 March 2006 Aquentium completed the construction of a
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 independently, or a combination of both.
 We intend to create systems to be used in the structures that provide
purified water and use solar technology for electricity.  These structures
may also be used as homes, clinics, offices, mini-hospitals, barracks, etc.  In September 2006 Aquentium began manufacturing
structural insulated panels (SIP) for structures; however, our manufacturing
process is not fully operational.  We intend to use these structural
insulated panels for our building projects, as well as market them to other home
and commercial builders throughout the world.     3     The Aquentium SIP building system includes: $ Orient strand board laminated to an
expanded polystyrene insulation core. $ Installation instructions (SIP panel
layouts), and installation guide. $ Option to receive "site advisory
service" to assist in an installation.  Aquentium offers a "Ready to Assemble" (RTA) option  The
RTA process reduces construction time and improves efficiency.  We can
manufacture SIPs to the customers exact specifications and then deliver them
to the location as a ready-to-assemble building system.  Our two primary markets are the low cost, mass-housing
market and the temporary disaster relief housing market. Management intends to
seek federal and state grants to establish manufacturing facilities for the
production of disaster-relief housing and structures.  Aquentium De Mexico.  This Mexican
subsidiary was formed to manufacture and market our low-cost housing model units
in the Mexican Republic.  We intend to seek financing to manufacture and
market our housing model units in Puebla, Yucatan, Quintana Roo, Veracruz and
Chiapas.  These areas of Mexico have recently suffered major destruction
due to hurricanes, rains and flooding.  Potential investors must recognize
that we have limited capital available for the development of this business plan
and all risks inherent in a new and inexperienced enterprise are inherent in our
plan to launch these operations.  Charis Energy. In December 2003
Aquentium acquired Charis Energy Development, Inc., a privately held Nevada
corporation.  Charis Energy is seeking solutions in the alternative energy
sector, with a focus on solar 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 new types
of solar panels and then develop a business plan to manufacture and market those
solar panels.  Canby Group.  In September 2002
Aquentium acquired Canby Group Inc., a privately held California corporation.
 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.  This subsidiary has no projects in development as of the
date of this filing.  Environmental Waste Management, Inc.In January 2004 Aquentium acquired Environmental Waste Management,
Inc.  This subsidiarys business plan is to enter into joint venture
relationships with small recycling companies.  This subsidiary is currently
inactive.  USA Public Auction, Inc.  In August
2002 Aquentium 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.  This
subsidiary is inactive.  Joint Ventures and Distributorships  Mootah Energetic Pty, Ltd.On
September 27, 2007, Aquentium, Inc. entered into a joint venture agreement with
Mootah Energetic Pty, Ltd., a Republic of  Botswana company (Mootah).
 Aquentium and Mootah agreed to jointly develop a mining concession granted
to Mootah by the Republic of Botswana and this joint venture is in the
exploration stage.  Prospecting License No. PL 163/2007 (License) was
granted to Mootah on July 30, 2007, and on September 20, 2007, Aquentium issued
100,000 shares of common stock, valued at approximately $6,000, to Mootah in
consideration for a 51% interest in that License.  (See Item 2, below, for
a description of the License.)  As a joint venture partner, Aquentium has
agreed to use its best efforts to raise the necessary capital to purchase and
operate any and all equipment for the exploration and mining operations under
the License.  Our management initially intends to seek private funding for
this joint venture.  We have also agreed to provide the staff to conduct
the mining operations.   We will receive 51% of any net revenues for
the operations and Mootah will receive 49% of any net revenues.   4    The joint venture agreement is
for a term of three years, ending in September 2010.  The joint venture
agreement may be terminated by either party due to a substantial breach of a
material provision or Aquentium may terminate the agreement if there is an
unacceptable change in control of the government of Botswana.  In addition,
Mootah granted Aquentium an option to continue operations related to the License
for a period of 25 years. Management notes that gold has traded recently at over
$800 per ounce and management believes that the price of uranium will surge as
the world seeks the clean energy of nuclear power.  We cannot assure you
that we will be successful in locating these particular minerals in the License
area, but we intend to seek funding to launch the exploration of the License
area.  Aquentium Hong Kong, Ltd. In March
2004 Aquentium formed Aquentium Hong Kong, Ltd. as a 50% joint venture with Mr.
Chak Cheuk Kau, an individual who resides in Hong Kong.  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. Aquentium is a distributor for Ozone Safe Foods, Inc, and
markets state of the art ozone technology designed to improve food safety and
improve the work environment for food and beverage processing plants, including
sanitation and waste water equipment for food and beverage processors.
 Ozone technology is an all natural solution that reduces or eliminates E.
Coli 0157:H7 and other bacteria and viruses in processing plants for meat,
poultry, seafood, fruit, vegetable and beverages.  Aquentium also
distributes air purification equipment, as well as Sani Dri hand dryers.  Other Business Opportunities  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, our executive officer is not a
professional business analyst.  (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 the United States and international companies.  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         5     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.  We anticipate that
Aquentium or H.E.R.E. International will need to engage full-time employees for
manufacturing of our structural insulated panel as that operation grows.
 Until we or our subsidiaries have operations, we intend to confer with
consultants, attorneys and accountants as necessary to further our business
plans.    ITEM 2.  DESCRIPTION OF
PROPERTY  Principal Office Lease  Aquentium, Inc. entered into a Commercial Lease
Agreement, dated August 22, 2007, with Halleck Family Trust, the landlord, for
5,000 square feet of light industrial and office space located in North Palm
Springs, California.  The manufacturing area of this commercial space is
over 4,000 square feet and will serve our current needs.  The lease is
effective September 1, 2007, and has a two year term, expiring on August 31,
2009.  Under the lease the base rent is $3,500 for the first twelve months,
but the base rent may be adjusted in the second twelve month period based upon
any increase in the U.S. Consumer Price Index of the Bureau of Labor Statistics
of the Department of Labor for all Urban Consumers.  In addition, Aquentium
is required to carry liability insurance in the amount of $1 million.  Mining Joint Venture  Under our joint venture agreement with Mootah,
Prospecting License No. PL 163/2007 provides for the exclusive right to prospect
for copper, nickel, lead, silver, gold, platinum group metals and uranium in a
572.6 square kilometer area located in Southern Botswana.  As of the date
of this filing, we do not have information regarding  6    prior mining operations or the
existence of potential reserves in the License area.  The initial term of
the License is for a period of three years, ending on June 30, 2010.  The
holder of the License is required to pay an annual charge of approximately 2,863
Botswana Pula (BWP) to the Botswana Office of the Director of Geological Survey
and required to incur the minimum annual expenditures outlined for a prospecting
program.  The holder of the License is required by the Botswana
government to conduct a prospecting program that satisfies minimum annual
expenditures over a three year period.  The estimated costs are BWP400,000
(approximately $80,000 U.S.) in year one to review the historical data of the
License area and complete mapping and geological assessments.  In year two,
the holder should begin soil sampling, complete a detailed ground survey and
begin drilling of priority targets.  The minimum annual expenditure for
years two and three is BWP800,000 (approximately $160,000 U.S.) per year.
 In year three, test drilling should continue and assays should be
conducted for any mineral occurrences.    ITEM 3.  LEGAL PROCEEDINGS  On May 9, 2007, Aquentium filed a complaint and summons
for unlawful detainer in the Superior Court of California, County of Riverside,
Desert Judicial District against Orlo Properties, Inc., (dba) Sun Valley
Storage), Daneco Forms, Inc. and The Okono Corporation.  Aquentium
subleases a portion of the manufacturing facility we lease on a month-to-month
basis to these parties.  Aquentium brought the legal action as a result of
these subleasees failing to pay an increase in rent for the month of May and the
months thereafter.  These cases are pending.  On May 24, 2007, Tennant Desert Properties LLC (Tennant
Desert) filed a complaint and summons for unlawful detainer in the Superior
Court of California, County of Riverside, Desert Judicial District against
Aquentium. Tennant Desert is the owner of the manufacturing facility we leased
on a month-to-month basis starting in December 2003.  Previously, Tennant
Desert and Aquentium mutually agreed to submit to arbitration the matter of who
must pay the costs of necessary repairs to the leased building.  On April
11, 2007 the arbitrator determined that Aquentium failed to contact Tennant
Desert in a timely manner and would be responsible to make the necessary repairs
and must also pay Tennant Deserts attorneys fees of $47,000.  On April
19, 2007, and June 29, 2007, amended notices of ruling were heard by the
Superior Court of California, County of Riverside and resulted in a judgment
award to Tennant Desert of $146,917, including fees and interest, on September
21, 2007.  On August 17, 2007, Tennant Desert received a judgment against
Aquentium of $29,691 pertaining to termination of the occupancy of the
building.    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 2007 fiscal year.   PART II  ITEM 5.  MARKET FOR COMMON EQUITY
AND RELATED STOCKHOLDER MATTERS  Market Information  Effective August 3, 2007, the listing for our shares of
common stock was transferred from the Pink Sheets LLC to the OTC Bulletin Board.
 Our shares trade 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 2006 fiscal year as reported by Pink
Sheets, LLC and the range of high and low trading prices for each quarter of the
2007 fiscal year as reported by the OTC Bulletin Board.  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.  7     Fiscal Quarter
Ended
High
LowDecember 31, 2005
$ 0.15
$
0.02March 31, 2006
0.16
0.04June 30, 2006
0.17
0.08September 30, 2006
0.165
0.09December 31, 2006
$ 0.14
$
0.06March 31, 2007
0.09
0.04June 30, 2007
0.07
0.05September 30, 2007
0.12
0.09   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.  Holders  As of December 10, 2007 we had 312 shareholders of record
of our common stock, 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  On August 27, 2007, we issued an aggregate of 250,000
common shares.  We issued 50,000 shares to Tom Hutzley in consideration for
architectural services and 200,000 shares to Joyce Falkowski. We relied on an
exemption from   8     registration for a private transaction not involving a
public distribution provided by Section 4(2) of the Securities Act.  On September 7, 2007, we issued 5,500,000 shares to Wall
Street Marketing Group for investor relations services valued at $233,750.
 We relied on an exemption from registration for a private transaction not
involving a public distribution provided by Section 4(2) of the Securities Act.  On September 20, 2007, we issued 100,000 shares valued at
approximately $6,000 to Mootah Energetic Pty, Ltd in consideration for a 51%
interest in Prospecting License No. PL 163/2007.  We relied on an exemption
from registration for a private transaction not involving a public distribution
provided by Section 4(2) of the Securities Act.  Issuer Purchase of Securities  None.   ITEM 6.  MANAGEMENTS DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION  Executive Overview  Our main challenge for the foreseeable future is to
obtain funding to develop operations of our subsidiaries and satisfy our
obligations under joint venture agreements.  As of the date of this filing
we have not finalized agreements for additional funding for any subsidiary or
agreement.  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 other
business opportunities.  Liquidity and Capital Resources  Aquentium is a development stage company with a deficit
of $1,687,243 and no established revenues to satisfy our operating costs.
 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 rental income from the Tennant Desert
property, capital contributions from management and sales of our common stock to
pay for costs, services, operating leases and our acquisitions.  During the
first six months of the year ended September 30, 2007 (2007) and for the year
ended September 30, 2006 (2006") we have relied on rental income from the
subleasing of the Tennant Desert property we formerly leased.  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.  We cannot satisfy our cash requirements and will need to
raise capital externally during the next twelve months.  At September 30,
2007, we had $1,024 cash on hand and have not recorded revenue from operations.
 During 2007 we relied upon rental income of $279,495 from the Tennant
Desert property, the issuance of 5,750,000 shares for professional services
valued at $244,375, a loan of $22,960 from an affiliated company and advances of
$20,251 from management to fund our operations.  For funding during 2006 we
relied upon rental income of $467,252 from the Tennant Desert property, the
issuance of 7,035,000 shares of common stock valued at $140,700 for professional
services, a $64,000 loan from an affiliated company and $42,307 in advances from
management.  (See Part III, Item 12, below, for details of the related
party transactions.)  Our operating expenses are primarily related to
professional fees and salaries; however, we intend to launch manufacturing
operations for our low cost and disaster housing in Mexico and to develop the
Mootah mining concession in the coming year.  As a result our operating
expenses will increase due to these business ventures (See Commitments and
Contingencies, below). We expect that any additional capital will likely be
provided by debt or    9     equity financing.  We anticipate that our President,
Mark T. Taggatz, or our stockholders may provide advances in the future;
however, we have not entered into written agreements with any person and,
therefore, no one is obligated to provide advances to us.  We anticipate that we will continue to use our common
stock to pay for acquisitions, services 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, then our
shareholders may experience dilution in the value per share of their common
stock.  Commitments and Contingencies  Aquentiums commitments consist of operating leases,
total current liabilities, accrued litigation settlements and our commitments
for development of our Mexican subsidiary and the Mootah joint venture.
 Our current operating lease has a base rent of $3,500 per month which
results in minimum rental payments for our office and manufacturing space of
$42,000 for 2008 and $38,500 for 2009.  Our total current liabilities of $1,027,209 included
accrued salary of $694,872, accrued expense for litigation of $177,247, plus
$140,730 owed to related parties for loans and advances (See Part III, Item 12,
below), accrued interest of $4,759 related to loans and accounts payable of
$9,601.  The accrued expense for litigation is the result of an
arbitration hearing and subsequent legal proceedings related to the Tennant
Desert property (See Part I, Item 3 above).   We may be obligated to
pay legal fees and judgments and have recognized an accrued litigation
settlement of $177,247 at September 30, 2007.  We also have agreed to provide funding for our joint
venture agreement with Mootah (See Part I, Item 1 and Item 2) we have agreed to
use our best efforts to raise the necessary capital to purchase and operate any
and all equipment for the exploration and mining operations under the License.
 The holder of the License is required by the Botswana government to
conduct a prospecting program that satisfies minimum annual expenditures of
approximately $80,000 US in year one and $160,000 US in both years two and three
of the prospecting program.  In October 2007 Aquentium entered into a consulting
agreement with Dr. Ricardo Lorden Kern, dba Lorden y Asociados.  The
Professional Marketing Fee and Additional Compensation agreement provided that
Mr. Lorden Kern would provide Mexican marketing and government relations for
Aquentium for $12,500 per month for a term of one year.  On November 6,
2007, we filed a Form S-8 registration statement to register 100,000 shares to
be issued under this agreement.  We anticipate that future payments under
this agreement will be made with our common stock and estimate that we will
issue an aggregate of approximately 483,879 shares during the 2008 fiscal year,
depending upon the market value of our common stock.  We are unable to satisfy the obligations described above
with cash on hand.  We intend to seek debt and/or equity financing to meet
our commitments.  We may also convert some of these obligations into common
stock if appropriate.  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, 2007 and 2006, included in this report at Part II, Item 7,
below.       10     Summary
Comparison of 2007 and 2006 OperationsYear Ended September 30
2007                2006Income
$
           
$
             General and administrative
expenses
835,927
965,973Depreciation
1,155
2,091Loss from operations
(837,082)
(968,064)Loss on sale of
investment

(275,000)Total other income
(expense)
103,673
187,880Net loss
(733,410)
(780,184)Net  loss per
share
$
  (0.03)
$
   (0.04)   For the first six months of the 2007 year and during the
2006 year we did not record income from operations.  General and
administrative expenses decreased in 2007 compared to 2006 primarily due to
decreases in rental expenses.  Rental expense for 2007 was $237,100
compared to $477,663 for 2006 and was primarily related to the expenses for the
Tennant Desert property.  During 2007 we paid professional fees of
$244,375, primarily for investor relation services, compared to $140,700 in
professional fees for 2006 primarily related to consulting services and investor
relation services.  In 2006 we recognized a $275,000 loss from the transfer
of 1,500,000 shares of eFoodSafety.com Inc. common stock.  We acquired the
eFoodSafety.com, Inc. investment shares in October 2003 when we sold our then
subsidiary, Food Safe, Inc., to eFoodSafety.com, Inc.  The value of the
investment shares was established at $650,000 in October 2003.
 Subsequently, in June 2006 the shares were valued at $0.25, or $375,000.
 We transferred the eFoodSafety.com, Inc. shares to Mr. Taggatz in
consideration for accrued salary and advances he had provided to us.  As a
result we recognized a loss of $275,000 on the transfer of these investment
shares.  Total other income for 2007 included rental income from
payments received from sub-tenants that leased space in the Tennant Desert
property.  Rental income decreased from $467,252 for 2006 to $279,495 for
2007 as a result of the sub-tenants failure to pay rent when due.  In
addition, as a result of litigation related to the Tennant Desert property other
income was offset by the recognition of an accrued litigation settlement of
$177,247 (See Part I, Item 3, above).  We have relocated to a new
office/manufacturing building and will no longer receive rental income.  We
also recorded interest income of $1,424 for 2007 and interest expense of $4,372
for 2006.  We recorded net losses and a net loss per share for both
2007 and 2006.  Management anticipates that net losses will continue until
we recognize revenues from our operations or the operations of our
subsidiaries.  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 our Mexican subsidiary, to satisfy our accrued legal settlements and to
meet our obligations under our joint venture agreement with Mootah.  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 borrow funds, we could
be forced to use a large portion of our future     11     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.  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.  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 six subsidiaries and own interests in
joint ventures.  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 which will provide immediate
revenue at the risk of not developing our 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
you that we will be successful in developing and implementing a business
strategy that provides for continued growth of all of our subsidiaries or
business opportunities.  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.  He may
be expected to continue to devote his attention to these other 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.  Off Balance Sheet Arrangements  None.  12      ITEM 7.  FINANCIAL
STATEMENTS   AQUENTIUM, INC. AND SUBSIDIARIES (A DEVELOPMENT-STAGE COMPANY) September 30, 2007 and 2006   Independent Registered Public
Accounting Firm Reports 14 Consolidated Balance Sheet 16 Consolidated Statements of
Operations 17 Consolidated Statement of
Stockholders Deficit 18 Consolidated Statements of Cash
Flows 20 Notes to Consolidated Financial
Statements 22  13      De Joya Griffith & Company, LLC 2580 Anthem Village Drive Henderson, Nevada 89052 702.588.5961 Office/702.588.5979 Facsimile  REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  Board
of Directors Aquentium, Inc. (a Delaware corporation) (A
Development-Stage Company) North
Palm Springs, CA  We have
audited the accompanying consolidated balance sheet of Aquentium, Inc., a
Delaware corporation (a development-stage company) as of September 30, 2007 and
the related consolidated statements of operations, shareholders' deficit and
cash flow for the year ended September 30, 2007.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.  We did not audit the Company for the year
ended September 30, 2006.  We
conducted our audit in accordance with auditing standards of the Public Company
Accounting Oversight Board (United States).  Those standards require that
we 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.  We believe
that our audit provides a reasonable basis for my opinion.  In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial condition of Aquentium, Inc., a Delaware
corporation as of September 30, 2007 and the results of its operations,
stockholders' deficit and cash flows for the year ended September 30, 2007 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
4 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 4.   /s/ De Joya Griffith & Company, LLC De Joya
Griffith & Company, LLC Henderson, NV December 11, 2007      14    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) North
Palm Springs, CA  I have
audited the accompanying consolidated balance sheet of Aquentium, Inc., a
Delaware corporation (a development-stage company) as of September 30, 2006 and
the related consolidated statements of operations, shareholders' deficit and
cash flows for the years ended September 30, 2006 and 2005 and the period from
April 30, 2001 (date of inception) through September 30, 2006.  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 Board (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., a Delaware
corporation as of September 30, 2006 and the results of its operations,
stockholders' deficit and cash flows for the years ended September 30, 2006 and
2005 and the period April 30, 2001 (date of Inception) through September 30,
2006 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
4 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 4.  /s/
George Brenner  George
Brenner, C.P.A. Los
Angeles, California December 29, 2006      15    AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT-STAGE COMPANY) CONSOLIDATED BALANCE SHEET   ASSETS  As ofSeptember 30,2007Current AssetsCash
$
              1,024Total current assets
1,024Fixed assets, net of depreciation of $3,973
-Total Assets
$
               1,204LIABILITIES AND STOCKHOLDERS
DEFICITCurrent LiabilitiesAccounts
payable
$
             9,601Accrued expense 
litigation
177,247Accrued
interest
4,759Advances-related
parties
140,730Salaries payable-
related party
694,872Total Current Liabilities
1,027,209Total
Liabilities
1,027,209Stockholders DeficitPreferred shares, par
value $0.00001| 10,000,000 authorizedno
shares issued and outstanding
--Common stock, par
value $0.005 | 100,000,000 authorized27,565,154
issued and outstanding
137,826Additional paid-in
capital
523,232Accumulated deficit
during the development stage
(1,687,243)Total Stockholders Deficit
(1,026,185)Total Liabilities and
Stockholders Deficit
$
               1,024The accompanying notes are an integral
part of the financial statements   16      AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENTS OF OPERATIONS        From InceptionFor Year Ended

April 30, 2001 toSeptember 30,

September 30,2007

2006

2007Income
$
               --

$
                   --

$
                      --General and Administrative Expenses
835,927

965,973

3,344,354Depreciation
1,155

2,091

3,973Loss From Operations
(837,082)

(968,064)

(3,348,327)Other Income (Expense)Gain (loss) on
sale ofinvestment/business
--

(275,000)

370,000Rental
Income
279,495

467,252

1,471,279Expense 
litigation settlement
(177,247)

-

(177,247)Interest
expense
1,424

(4,372)

(2,948)Total Other Income (Expense)
103,672

187,880

1,661,084Income Tax
--

--

--Net Income (Loss)
$    (733,410)

$
       (780,184)

$
     (1,687,243)Loss Per Common Share
$
         (0.03)

$
             (0.04)Basic weighted average numberof common  shares
outstanding
22,087,641

20,624,592       The accompanying notes are an integral part of the
financial statements   17


AQUENTIUM, INC. AND SUBSIDIARIES (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENT OF STOCKHOLDERS'
DEFICIT FROM INCEPTION (APRIL 30, 2001) THROUGH
SEPTEMBER 30, 2007   OtherCommon Stock
Paid in
Accumulative
Comprehensive
StockholdersShares
Amount
Capital
(Deficit)
Income
(Loss)
DeficitFounder's
capital contribution
-
$
       -
$
   500
$
              -
$
      -
$
         -
$
          500Capital
contributed, office space
-
-
3,000
-
-
-
3,000Common 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 shareholdersApril,
2002  for  the acquisition ofAquentium
, Delaware valued at parvalue
per  share
76,014
380
(380)
-
-
-
-Stock for
services
500,000
2,500
7,500
-
-
-
10,000Acquisitions of
subsidiaries
900,000
4,500
13,500
-
-
-
18,000Net (loss) for
the period of April 30,2001
through September 30, 2002
-
-
-
(61,987)
-
-
(61,987)Balance
September30, 2002
6,476,014
32,380
(880)
(61,987)
-
-
(30,487)Stock options
compensation
-
-
100,000
-
-
-
100,000Stock for
services
2,160,000
10,800
32,400
-
-
-
43,200Acquisition of
subsidiaries
250,000
1,250
3,750
-
-
-
5,000Debt
settlement
2,000
10
30
-
-
-
40Capital
contributed, office space
-
-
3,000
-
-
-
3,000Net (loss) for
the year endedSeptember
30, 2003
-
-
-
(259,910)
-
-
(259,910)Balance
September 30, 2003
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
-
-
-
103Stock for
services
1,007,000
5,035
15,105
-
-
-
20,140Rescission of
2002 acquisition
(500,000)
(2,500)
2,500
-
-
-
-Officer
compensation
3,000,000
15,000
45,000
-
-
-
60,000Capital
contributed, office space
-
-
3,000
-
-
-
3,000Net income for
the year endedSeptember
30, 2004
-
-
-
391,123
-
-
391,123Other
comprehensive income (loss):Unrealized
loss on stock
-
-
-
-

(230,000)
(230,000)Comprehensive
income
-
-
-
-
-
-
-(Continued . . .
)     18       AQUENTIUM, INC. AND SUBSIDIARIES (A DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENT OF STOCKHOLDERS'
DEFICIT FROM INCEPTION (APRIL 30, 2001) THROUGH
SEPTEMBER 30, 2007 (Continued)   OtherCommon Stock
Paid in
Accumulative
Comprehensive
StockholdersShares
Amount
Capital
(Deficit)
Income
(Loss)
DeficitBalance
September 30, 2004
14,480,154
$
  72,401
$
  193,582
$
       69,226
$
         -
$
 (230,000)
$
    105,209Stock for
patent
200,000
1,000
3,000
-
-
-
4,000Net loss for the
year endedSeptember
30, 2005
-
-
-
(242,875)
-
-
(242,875)Other
comprehensive income:Unrealized
loss on stock
-
-
-
-
-
(37,500)
(37,500)Comprehensive
income
-
-
-
-
-
-
-Balance
September 30, 2005
14,680,154
73,401
196,582
(173,649)
-
(267,500)
(171,166)Comprehensive
income
-
-
-
-
-
267,500
267,500Stock for
services
7,035,000
35,175
105,525
-
-
-
140,700Net loss for
year endedSeptember
30, 2006
-
-
-
(780,184)
-
-
(780,184)Balance
September 30, 2006
21,715,154
108,576
302,107
(953,833)
-
-
(543,150)Stock for
services issued
5,750,000
28,750
215,625
-
-
-
244,375Stock issued for
license agreement
100,000
500
5,500
-
-
-
6,000Non-cancelled
shares
42,249
211
(211)
-
-
-
-Net loss for
year endedSeptember
30, 2007
-
-
-
(733,410)
-
-
(733,410)Balance
September 30, 2007
27,565,154
$137,826
$
523,232
$(1,687,243)
$
          -
$
            -
$
(1,026,185)        The
accompanying notes are an integral part of the financial statements                19


AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS   From inceptionYear Ended
April 30, 2001 toSeptember 30,
September 30,2007
2006
2007CASH FLOW FROM OPERATING ACTIVITIES:Net loss
$
     (733,410)
$
     (780,184)
$
         (1,687,243)Adjustments to reconcile net loss
tonet cash used in operating
activities:Depreciation
1,155
2,091
3,973Stock for
services
244,375
140,700
518,455Stock for
joint venture
6,000
--
6,000Realized
investment loss (gain)
--
275,000
(370,000)Patent
write off
--
5,000
--Loan
write off
--
(1,500)
--Disposition
of subsidiaries
--
--
18,465Impairment
expenses
--
--
3,638Stock
option compensation
--
--
100,000Changes in operating assets and
liabilities:Accounts
receivable
--
871
--Accrued
expense-litigation settlement
177,247
--
177,247Inventory
31,540
--
--Accounts
payable
(15,196)
17,866
9,601Accrued
interest
4,759
--
4,759Prepaid
expense
--
103
--Renter
deposits
--
(43,000)
--Accrued
salary-officer
240,000
240,000
932,252Net Cash
Used in Operating Activities
(43,530)
(143,053)
(282,852)CASH FLOW FROM INVESTING ACTIVITIES:Purchase of fixed
asset
--
--
(3,973)Net
Cash Provided by (Used in)  Investing Activities
--
--
(3,973)CASH FLOW FROM FINANCING ACTIVITIES:Loan - affiliated
company
22,960
64,000
86,960Advances - related
parties
20,251
42,307
191,390Capital contribution -
founder
--
--
500Capital contribution -
office space
--
--
9,000Net
Cash Provided by Financing Activities
43,211
106,307
287,850NET CHANGE IN CASH
(319)
(36,746)
1,024CASH AT BEGINNING OF YEAR
1,343
--
--CASH AT END OF YEAR
$
          1,024
$
          1,343
$
                 1,024  The
accompanying notes are an integral part of the financial statements


20


AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)    Non-Monetary
TransactionsStock
for services 7,035,000 shares and5,850,000
and 13,704,000 respectivelyall
issued @ $ 0.02 per share
$
     250,375
$
 140,700
$
     524,455Issue
of 2,000 shares of stock for debt settlement
$
               -
$
             -
$
             401,150,000
common shares issued foracquisitions
at $0.02 per share
$
               -
$
           --
$
       23,000Issue
3,000,000 shares for salaryIssued
at $0.02 per share
$
               -
$
           --
$
       60,000Stock
for patent pending4,000
shares @ 1.00 per share
$
               -
$
           --
$
         4,000Reduction
of liability to a relatedparty
by an exchange in investment
$
               -
$
 375,000
$
     375,000    The
accompanying notes are an integral part of the financial statements


21


AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT-STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  NOTE
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, 2007, however, See Note 1C,
"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 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 (Aquentium-Nevada), 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, affected a mutual release of
any and all debts and claims that either party may have against each other.


22


AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT-STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  NOTE
1:  BUSINESS AND HISTORY  (continued)  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  C.
 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.  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.


23


AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT-STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  NOTE
1:  BUSINESS AND HISTORY  (continued)  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.  D.
Reclassification  The
financial statements for 2006 reflect certain reclassifications, which have
nominal effect on net income, to conform to classifications in the current
year.  NOTE
2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  A.
      Basis  The Company uses the accrual method of accounting.  B. Cash and cash equivalents  The Company considers all short term, highly liquid
investments that are readily convertible within three months to known amounts as
cash equivalents. Currently, it has no cash equivalents.  C. Loss per share  Net
loss per share is provided in accordance with Statement of Financial Accounting
Standards No. 128 "Earnings per Share". Basic loss per share reflects the amount
of losses for the period available to each share of common stock outstanding
during the reporting period, while giving effect to all dilutive potential
common shares that were outstanding during the period, such as stock options and
convertible securities. As of December 31, 2007 and 2006, the Company had no
issuable shares qualified as dilutive.  Had there been dilutive securities
they would be excluded from the loss per share calculation because their
inclusion would be antidilutive.  D. Estimates  The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statement and accompanying notes.
Actual results could differ from those estimates.  E.
       Policy in Regards to Issuance of
Common Stock in a Non-Cash Transaction  The
Companys accounting policy for issuing shares in a non-cash transaction is to
issue the equivalent amount of stock equal to the fair market value of the
assets or services received.


24


AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT-STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  NOTE
2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)  F.
    Revenue Recognition  The
operating income received by the Company is rental income from the tenants
leasing space in the building owned by the Company which is outside the normal
operations of the Company.  Revenue
is recognized when it is received from the tenants and in accordance with the
basic principal of Financial Accounting Concept No. 5 (SFAC No.5) and
SAB-104.  G.
    Principles of Consolidation  The
consolidated financial statements include the accounts of the Company and its
subsidiaries.  There was no activity in the Companys subsidiaries.  H.
     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.  I.
      Property and Equipment-  Property and equipment consisting of improvements, equipment and
furniture and fixtures are recorded at cost and are depreciated using the
straight-line method over the useful estimated life.  Expenditures for
maintenance and repairs are charged to earnings as incurred; additions,
renewals, and betterments are capitalized.  When property and equipment are
retired or otherwise disposed of, the related cost and accumulated depreciation
are removed from the respective accounts, and any gain or loss is included in
operations.  A summary of estimated useful lives is as follows:  Description
                                       Useful
life Furniture and Fixtures 5 years  NOTE
3:  RECENT ACCOUNTING PRONOUNCEMENTS  In June
2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. 48, "Accounting for Uncertainty in Income Taxes - an interpretation of FASB
Statement No. 109" (FIN 48), which clarifies the accounting for uncertainty in
tax positions. This Interpretation requires that we recognize in our financial
statements the benefit of a tax position if that position is more likely than
not of being sustained on audit, based on the technical merits of the position.
The provisions of FIN 48 become effective as of the beginning of our 2008 fiscal
year, with the cumulative effect of the change in accounting principle recorded
as an adjustment to opening retained earnings. We are currently evaluating the
impact that FIN 48 will have on our financial statements.


25


AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT-STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  NOTE
3:  RECENT ACCOUNTING PRONOUNCEMENTS  (continued)  In
September 2006, the FASB issued SFAS No. 157 Fair Value Measurements. 
SFAS No. 157 defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles and expands disclosure about
fair values.  This statement is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years.  Management believes that the adoption of SFAS No. 157
will not have a material impact on the consolidated financial results of the
Company.  In
September 2006, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 108, "Considering the Effects of Prior Year Misstatements when
Quantifying Misstatements in Current Year Financial Statements" (SAB 108), which
addresses how to quantify the effect of financial statement errors. The
provisions of SAB 108 become effective as of the end of our 2007 fiscal year. We
do not expect the adoption of SAB 108 to have a significant impact on our
financial statements.  In
February 2007, the FASB issued Statement No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value and establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. The provisions of FAS 159 become effective as of the beginning of
our 2009 fiscal year. We are currently evaluating the impact that FAS  NOTE 4:
 GOING CONCERN  The
Company's financial statements are prepared using generally accepted accounting
principles applicable to a going concern which contemplates the realization of
assets and liquidation of liabilities in the normal course of business. The
Company has a deficit of $1,687,243 and has not established revenues sufficient
to cover its operating costs.  This uncertainty raises substantial doubt
about the Company's ability to continue as a going concern. The ability of the
Company to continue as a going concern is dependent on additional sources of
capital and the success of the Company's plan.  The financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.  NOTE
5:  STOCK ISSUED FOR SERVICES AND JOINT VENTURE  In the
year ending September 30, 2006, 7,035,000 shares at $0.02 shares were issued for
professional services. In the year ended September 30, 2007, 5,850,000 shares at
$0.0425 to $0.06 were issued for professional services consisting of:  1. On August 27, 2007 250,000 shares of restricted common stock were
issued to two individuals for a value of $10,625 ($0.0425 per share). 2. On September 7, 2007 5,500,000 shares of restricted common stock
was issued to one entity per contract for a value of $233,750 ($0.0425 per
share). 3. On September 20, 2007 100,000 shares of restricted common stock
was issued to one entity per a joint venture agreement for a value of $6,000
($0.06 per share).


26


AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT-STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  NOTE
6: 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.  The options expired on February 26, 2006.
 None of the options were exercised.  NOTE
7 - PROPERTY AND EQUIPMENT  Property
and equipment at September 30, 2007 consisted of the following:  Furniture &
Fixtures
$
3,9733,973Less
accumulated depreciation and amortization

(3,973)$
-  Depreciation expense
for the years ended September 30, 2007 and 2006 were $1,155 and $2,091,
respectively.  NOTE
8:  INCOME TAX  At September 30, 2007 and
2006, the Company had a federal operating loss carryforward of approximately
$1,500,600 and $1,022,300, respectively, which expires in varying amounts
between 2007 and 2026.  The provision for
income taxes consisted of the following components for the years ended September
30: 2007

2006Current:Federal

--

--State

800

800Deferred:

--

--800

800


27


AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT-STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  NOTE
8:  INCOME TAX-(continued)  Components of net
deferred tax assets, including a valuation allowance, are as follows at
September 30:  2007

2006Deferred tax
assets:Net operating
loss carryforward

$
     525,213

$
    357,816Stock-based
compensation

87,631

--Total
deferred tax assets

612,844

357,816Less: Valuation
Allowance

(612,844)

(357,816)Net
Deferred Tax Assets

$
               --

$
               --  The
valuation allowance for deferred tax assets as of September 30, 2007 and 2006
was $612,844 and $357,816, respectively.  In assessing the recovery of the deferred tax assets,
management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized.  The ultimate realization
of deferred tax assets is dependent upon the generation of future taxable income
in the periods in which those temporary differences become deductible.
 Management considers the scheduled reversals of future deferred tax
assets, projected future taxable income, and tax planning strategies in making
this assessment.  As a result, management determined it was more likely
than not the deferred tax assets would not be realized as of September 30, 2007
and 2006 and, accordingly, recorded a full valuation allowance.  Reconciliation between the statutory rate and the effective tax
rate is as follows at September 30:  2007

2006Federal
statutory tax rate

(35.0)%

(35.0)%State taxes,
net of federal benefit

(8.8)%

(8.8)%Change in
valuation allowance

43.8%

43.8%Effective tax
rate

0.0%

0.0%  NOTE
9:  RELATED PARTIES TRANSACTIONS  Mark T.
Taggatz, President, CEO and Chairman of the Board had the following transactions
with the Company: a. Advanced $53,770 to the Company and affiliates through September
30, 2007. b. Recorded compensation of $240,000 as salary payable for each year
ending September 30, 2007 and 2006 which are accrued and
not paid. c. Was granted on February 21, 2003 10,000,000 stock options
exercisable at $.01
per share. The option expired on February 26, 2006.  No options were
exercised. d. Exchange
the shares held by the Company as investment for unpaid compensation. (See Note
12: Gain (Loss) on Sale of Investments)


28


AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT-STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  NOTE
9:  RELATED PARTIES TRANSACTIONS-(continued)  During
the year ending September 30, 2007 the Company issued Wall Street Marketing
Group, Inc 5,500,000 shares of common stock valued at $0.0425 for a total value
of $ 233,750 and for the year ending September 30, 2006 the Company issued
3,500,000 shares of common stock at $0.02 per share for a total value of $
70,000 for consulting services.  Mr. Taggatz is an officer of the
Company.  During
the year ended September 30, 2007 Ozone Safe Foods, Inc advanced to the Company
$22,960 bringing the total advanced to $86,960. Mr. Taggatz is the majority
shareholder and an officer and director of Ozone Safe Foods.  NOTE
10. INTEREST EXPENSE  The
Company throughout the fiscal years 2007 and 2006 has received advances from a
related party. These advances are used for operational expense in the normal
course of business. Based on the date of advances and amount of each advance or
repayment; interest has been imputed at an annual rate of six percent on the
outstanding balance.  Interest in the amount of $ 4,759 has been accrued as
of September 30, 2007.  NOTE
11: COMMITMENTS AND CONTINGENCIES  Effective September 1, 2004, the Company exercised an option to
lease the entire 84,772 square feet of the building on an average monthly basis
of $31,897 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, 2007 and 2006, the Company recorded
lease expenses of $237,100 and $477,663, 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.  During
the year ended 2007 the Company was party to an arbitration hearing with the
landlord pertaining to the lease of the building and the sub-lease of portions
of the building to its sub-tenants.  On April 11, 2007 the arbitrator
granted legal fees to the landlord in the amount of $47,000. On April 19, 2007
and June 29, 2007 amended notices of ruling were heard by the Superior Court of
California, County of Riverside resulting in a judgment awarded on September 21,
2007 to the landlord of $146,917 including fees and interest. Additionally, on
August 17, 2007 the landlord received a judgment against the Company of $ 29,692
pertaining to termination of the Companys occupancy of the building.  The
Company is a plaintiff in suits against the individual sub-tenants pertaining to
rent withheld by the sub-tenants. No determination of these cases has been
concluded. As of September 30, 2007 $177,247 has been accrued by the
Company.


29


AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT-STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  NOTE 12:
  GAIN (LOSS) ON SALE OF INVESTMENT  On June
30, 2006 the Company exchanged 1,500,000 shares of a publicly held company held
as an investment.  The shares, valued at $0.25 per share or $375,000, were
exchanged for accrued salary and advances to the Company due to an officer. The
shares originally valued at $ 650,000 were written down to $ 375,000 resulting
in a loss of $275,000.  NOTE
13: LEASE AGREEMENT  On
August 22, 2007 Aquentium, Inc entered into a Commercial Lease Agreement, with
Halleck Family Trust, the landlord, for 5,000 square feet of light industrial
and office space located in North Palm Springs, California.  The
manufacturing area of this commercial space is over 4,000 square feet and will
serve our current needs.  The lease is effective September 1, 2007, and has
a two year term, expiring on August 31, 2009.  Under the lease the base
rent is $3,500 for the first twelve months, but the base rent may be adjusted in
the second twelve month period based upon any increase in the U.S. Consumer
Price Index of the Bureau of Labor Statistics of the Department of Labor for all
Urban Consumers.  In addition, Aquentium is required to carry liability
insurance in the amount of $1 million.  The following is a schedule by year
of the future minimum rental payments required under operating leases that have
non-cancellable lease terms in excess of one year as of September 30, 2007: Fiscal
Year 2008
                             $
42,000 2009
                                38,500 Total
                              $
80,500  NOTE
14:   SUBSEQUENT EVENTS  On
September 27, 2007, Aquentium, Inc. entered into a joint venture agreement with
Mootah Energetic Pty, Ltd., a Republic of  Botswana company (Mootah).
 Aquentium and Mootah agreed to jointly develop a mining concession granted
to Mootah by the Republic of Botswana.  Prospecting License No. PL 163/2007 (License) was granted to
Mootah on July 30, 2007, and on September 20, 2007, Aquentium issued 100,000
shares of common stock, valued at approximately $6,000, to Mootah in
consideration for a 51% interest in that License.  The License provides for
the exclusive right to prospect a 572.6 square kilometer area located in
Southern Botswana for copper, nickel, lead, silver, gold, platinum group metals
and uranium.  The initial term of the License is for a period of three
years, ending on June 30, 2010.  The Company may terminate the agreement if
there is an unacceptable change in control of the government of Botswana.
 In addition, the Company has an option to continue operations related to
the License for a period of 25 years.  On
October 24, 2007, Aquentium formed Aquentium De Mexico, a Mexican subsidiary, to
manufacture and market our low-cost housing model units in the Mexican Republic.  On
November 8, 2007 the Company filed a Form S-8 registering 100,000 shares of
common stock for distribution for fees.


30


ITEM 8.  CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE  As disclosed in our Form 10- QSB filed May 14, 2007,
George Brenner, Certified Public Accountant, resigned as our independent
registered public accounting firm on May 4, 2007.  On that same date we
engaged De Joya Griffith & Company, LLC, Certified Public Accountants and
Consultants, as our independent registered public accounting firm.  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
effective.  Also, our Chief Executive Officer determined that there
were no changes made in our internal controls over financial reporting during
the fourth quarter of 2007 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 AND CORPORATE GOVERNANCE; 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
TermMark T. Taggatz
43
President, CEO,
Secretary/Treasurer and Chairman of the Board
From April 2, 2002 until
next annual meeting  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 is also the President of Ozone Safe Food, Inc.  He
previously served as President and CEO of eFoodSafety.com from September 2004 to
August 2005.  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,


31


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 required.  Based upon review of the forms and representations
furnished to us during the fiscal year ended September 30, 2007, we believe that
our director and president, Mark T. Taggatz, failed to timely file one Form 4
related to one transaction.  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 audit committee nor an audit committee
financial expert.  Due to the fact that we have minimal operations
management does not believe an audit committee is required at this time.  ITEM 10.  EXECUTIVE
COMPENSATION  Executive Officer Compensation  The following table shows the compensation paid to our
named executive officer in all capacities during the past  fiscal year.
 We have not entered into employment contracts with our executive officer
and his compensation, if any, will be determined at the discretion of our board
of directors.  SUMMARY
COMPENSATION TABLEName
and Principal
Position
Year
Salary
All Other
Compensation
TotalMark T. Taggatz
CEO
2007
$240,000 (1)
$ 0
$240,000  (1) Represents accrued salary.  Retirement or Change of Control
Arrangements  We do not offer retirement benefit plans to our executive
officers, nor have we entered into any contract, agreement, plan or arrangement,
whether written or unwritten, that provides for payments to a named executive
officer at or in connection with the resignation, retirement or other
termination of a named executive officer, or a change in control of the company
or a change in the named executive officers responsibilities following a change
in control.  Outstanding Equity Awards  Our executive officer does not have any outstanding
equity awards as of September 30, 2007.  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.


32


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 as of September
30, 2007.  EQUITY
COMPENSATION PLAN INFORMATIONPlan category
Number of securities to be issued upon
exercise of outstanding options,
warrants and rights
(a)
Weighted-average exercise price of
equity compensation plans outstanding options, warrants and rights
(b)
Number of
securities remaining available for
future issuance under outstanding
options, warrants and rights (excluding securities reflected in column
(a))
(c)Equity compensation plans
approved by security holders
0
$
   0
0Equity compensation plans
not approved by security
holders
0
0
10,000,000Total
0
$
   0
10,000,000  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.  We reserved 10,000,000 shares for issuance under this
stock option 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 28,165,154 shares of
common stock outstanding as of December 10, 2007.


33


CERTAIN
BENEFICIAL OWNERSName and address of
beneficial owners
Amount and nature of
beneficial owner
Percent
of classAdvantage Link Inc.
2375 E. Tropicana, Suite 757
Las Vegas, NV 89901
2,800,000
9.9Sherry L. Wilson
29743 Vacation Drive
Canyon Lake, CA
92587
2,178,025
7.7Taggatz Family Trust
31500 Grape Street #3401
Lake Elsinore, CA
92532
1,500,000
5.3Wall Street Marketing
Group, Inc.
P.O. Box 580943
North Palm Springs, CA
92258
9,000,000
32.0   MANAGEMENTName and address of
beneficial owners
Amount and nature of
beneficial owner
Percent
of classMark T. Taggatz
19024 Ruppert Avenue
North Palm Springs, CA
92258
16,219,525
(1)
57.6  (1) Represents 3,541,500 shares owned by Mr. Taggatz;
includes 2,178,025 shares held by his spouse; 1,500,000 held as trustee of the
Taggatz Family Trust and 9,000,000 shares held by Wall Street Marketing Group,
Inc.   ITEM 12.  CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE  Related Party Transactions  The following information summarizes transactions or
proposed transactions in which we are a participant since the beginning of our
last fiscal year.  The following transactions between Aquentium and our
present director and officer and his affiliates 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 2007 Aquentium received loans in the amount of
$22,960 from Ozone Safe Food, Inc.  Mr. Taggatz, our President and Director
is the President, Director and majority shareholder of Ozone Safe Food, Inc.
 This advance was not a formalized agreement with established interest
rates and brings the total owed to Ozone Safe Food by Aquentium to $86,960.  On September 7, 2007, we issued 5,500,000 common shares
to Wall Street Marketing Group, Inc. in consideration for investor relations
services valued at $233,750.  Mr. Taggatz is the President of Wall Street
Marketing Group, Inc.


34


Director Independence  We do not have any independent directors serving on our
board of directors.   ITEM 13.  EXHIBITS  No. Description 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 Commercial Lease Agreement between
Aquentium and Halleck Family Trust, dated August 22, 2007 (Incorporated by
reference to exhibit 10.1 for Form 8-K, filed on November 11, 2007) 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 Joint Venture Agreement between
Aquentium and Mootah Energetic Pty Ltd, dated September 20, 2007 10.4 Professional Marketing Fee and
Additional Compensation between Aquentium and Mr. Lorden Kern. effective October
1, 2007 (Incorporated by reference to exhibit 10.1 for Form S-8, filed November
6, 2007) 21.1 Subsidiaries of Aquentium, Inc.
(Incorporated by reference to exhibit 21.1 for Form 8-K, filed on November 11,
2007) 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 for each of the last two
fiscal years the aggregate fees billed by our independent registered public
accounting firms, George Brenner, Certified Public Accountant, and De Joya
Griffith & Company, LLC, Certified Public Accountants and Consultants, in
connection with the audits of our financial statements and other professional
services rendered by those firms.  2006
2007Audit fees
$ 12,500
$
11,250Audit-related fees
0
0Tax fees
0
0All 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 accounting firm in connection with statutory and regulatory filings or
engagements.  Audit-related fees represent professional services rendered
for assurance and related services by the accounting firm 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
accounting firm for tax compliance, tax advice, and tax planning.  All
other fees represent fees billed for products and services provided by the
accounting firm, other than the services reported for in the other categories.


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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.  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.  Date: December 27,
2007
AQUENTIUM, INC.


By:/s/ Mark T. Taggatz
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.   Date: December 27,
2007
By: /s/ Mark T. Taggatz
Mark
T. Taggatz
Chairman
of the Board, President,
Chief
Executive Officer, Secretary/Treasurer,
Principal
Financial and Accounting Officer


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