UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549  FORM
10-K  [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended September 30, 2008  [   ]  TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934  For transition period ___ to ____  Commission File No. 000-23402 AQUENTIUM, INC. (Exact name of registrant as specified in
its charter) Delaware
(State or other
jurisdiction of incorporation or organization)
11-2863244
(I.R.S. Employer
Identification No.)19024 Ruppert
Street, P.O. Box 580943, North Palm Springs, California
(Address of principal
executive offices)
92258
(Zip Code)Registrants telephone
number, including area code:  (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  Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [   ]   No [X]  Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [   ]   No [X]  Indicate by check mark whether the registrant (1) filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 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 [  ]  Indicate by check mark if disclosure of delinquent filers
pursuant to item 405 of Regulation S-K 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-K
or any amendment to this Form 10-K.
        [X]  Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company: Large accelerated filer [
 ]
Non-accelerated
filer   [  ]
Accelerated filed [
 ]
Smaller reporting company
[X]  Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ]   No [X]  The aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the average bid
and asked price of such common equity, as of the last business day of the
registrants most recently completed second fiscal quarter, was $695,030.  1       The number of shares outstanding of the registrants
common stock, as of December 31, 2008, was 45,457,403.  Documents incorporated by reference:  None    TABLE OF CONTENTS  PART I Item 1.  Business 3 Item 1A.  Risk Factors 8 Item 2.  Properties 9 Item 3.  Legal
Proceedings 9 Item 4.  Submission of
Matters to a Vote of Security Holders 10  PART II  Item 5.  Market for Registrants Common Equity,
Related Stockholder Matters and Issuer
Purchases of Equity Securities 10 Item 6.  Selected
Financial Data 11 Item 7.  Managements
Discussion and Analysis of Financial Condition and Results of Operations 11 Item 8.  Financial
Statements and Supplementary Data 12 Item9.  Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure 33 Item 9A(T).  Controls and
Procedures 33 Item 9B.  Other
Information 33  PART III  Item 10.  Directors,
Executive Officers and Corporate Governance 34 Item 11.  Executive
Compensation 35 Item 12.  Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder Matters 35 Item 13.  Certain
Relationships and Related Transactions, and Director Independence 37 Item 14.  Principal
Accountant Fees and Services 38  PART IV  Item 15.  Exhibits,
Financial Statement Schedules 39 Signatures 39     2      In this annual report references to Aquentium, we,
us, and our refer to Aquentium, Inc. and its subsidiaries.  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, 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.  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 1997.  On April 2, 2002,
WaterPur International entered into an agreement to acquire Aquentium, Inc., a
Nevada corporation.  The transaction was treated as a reverse acquisition
and Aquentium, Inc. became the accounting survivor.  On May 7, 2002,
WaterPur International changed its name to Aquentium, Inc.  Our Business  Since 2002, Aquentium, Inc. has been structured as a
holding company that seeks to acquire or invest in viable businesses.  Our
current operations consist of manufacturing of structural insulated panels
(SIPs) for commercial and residential buildings and the manufacturing of ozone
equipment for food and beverage processors.  Aquentium is also a holding
company for five wholly-owned subsidiaries, which are development stage
companies.  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 focus for the next twelve months will be to obtain
additional funding to expand our manufacturing operations and develop one or
more of our subsidiary companies.  We also intend to manufacture ozone
equipment for restaurants, hotels, schools, hospitals and veterinarians and
intend to pursue waste-to-energy projects in Korea and other emerging
countries.  Structural Insulated Panels Housing System  In September 2006, Aquentium opened its manufacturing
facility for structural insulated panels (SIPs).  Aquentiums SIPs can
be used for both commercial and residential buildings.  SIPs are building
panels for floors, walls and roofs, and consist of a thick core of rigid
insulation sandwiched between two skins and bonded together with a structural
adhesive.  The skins range from 0.026 to one inch thick and common
materials used for the skins are fiber-cement, aluminum, oriented strand board,
plywood, and drywall.  This composite construction forms a monolithic
pre-stressed element with steel I-Beam properties.  An I-Beam has two
flanges, where a SIP has the skins and a web.  The flange of an I-Beam is a
small percentage of the I-Beam, but in a SIP the web (the foam) is up to 100% of
the flange (skin).  The insulating core and two skins are flimsy and
insubstantial by themselves, but when combined properly, the stressed skin
principle transforms these elements into a rigid construction panel that
requires no wood studs for structural support.  When a force is exerted on
a SIP or an I-Beam, one surface is under compression while the opposite side is
under tension.  The I-Beam will eventually give out, twist and bend well
before the SIP will do so.  In our testing, SIPs usually never reach a
total structural failure.  They do reach failure points, and then the loads
can be built back up to a subsequent failure point without a total,
non-supportive failure point.  Comparing the same tests on steel, lumber or
block; when these materials reach a failure point they are destroyed.  The
steel is bent, the lumber splinters and breaks and the blocks implode and
crumble; all resulting in a total structural failure.  3       Our 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.  We offer 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.  In August 2008, we announced an agreement with Megaros,
Inc., based in the state of Maryland, to market our housing system and SIPs
throughout the continent of Africa.  We intend to use a fiber cement panel
for all housing projects in Africa. As of the date of this filing we have not
recognized any revenues from this agreement.  Ozone Equipment  Aquentium began its research and development of its ozone
equipment in April of 2008. The company plans to become a full time manufacturer
of ozone equipment starting in January 2009.  Previously, Aquentium had a
distributorship with Ozone Safe Food, Inc. to market its patented ozone
technology.  Our ozone equipment is designed to improve food safety and
improve the work environment for food and beverage processing plants.
 Ozone applications include plant sanitation, food contact, and waste water
treatment.  Ozone is simply a gas composed of three oxygen atoms in
an unstable and highly reactive form.  Ozone naturally tends to seek its
normal state, exhibiting a short half-life as it reverts to oxygen fairly
rapidly.   Ozone is dissolved into water at precise concentrations for
use as a safe spray disinfectant.  The solution kills pathogens and
controls a broad spectrum of food borne and waterborne microorganisms.  Our
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.  Ozone does not react with organic
matter, thus, it leaves no residue in the water or on the product, does not form
any toxic byproducts and the water in which it is delivered can be filtered and
reused.  This means no change in color or flavor results from the ozone
treatment, unlike chlorine treatment.  In addition, ozone is unique in that
it can be generated onsite from ambient air and on demand with no storage
required.  It is an effective sanitizing agent that's economically produced
and remarkably effective in applications involving food processing and equipment
sanitizing.  Ozone technology is replacing conventional sanitation
techniques such as chlorine, steam or hot water.  The Food and Drug Administration approved ozone in
bottled water in 1982 and granted a petition for use with fruits, vegetables,
meat and poultry in June 2000.  The Environmental Protection Agency allows
use of ozone with no reporting or record keeping.  The United States
Department of Agriculture approved ozone as organic under the USDA Organic Rule in 2000.  Aquentium also distributes Sani-Dri ozone hand dryers.
 In August 2008, Aquentium announced that we were offering exclusive
distribution territories for the Sani-Dri ozone hand dryer.  These units
have high speed blowers that blow-dry hands quickly and efficiently, and also
help sanitize hands using ozone technology.  This hand dryer is designed to
reduce or eliminate airborne pathogens and microbials.  There are no
buttons to press, repair or allow cross-contamination with surface contact.
 Simply placing your hands under the Sani-Dri automatically activates the
high speed blowers.  While your hands are being dried with the high powered
streams of air, sanitizing ozone molecules are generated simultaneously.
 This leaves your hands not only dry but free from bacteria and pathogens.
 Since the Sani-Dri is able to effectively dry and sanitize hands, it is
suited for restrooms or employee hand washing stations.  Aquentium plans to rely upon distributor agreements with
third parties to sell and market our ozone equipment throughout the world.
 Generally, our distributor agreements provide that the distributor has an
exclusive or non-exclusive marketing right in a specific geographical market and
we agree to pay the distributor a commission based upon annual sales.  As
of the date of this filing, we have not paid any commissions nor recorded
revenues from these distributor agreements.  4       Aquentiums Subsidiaries  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.
 In November 2006, the exclusive license converted to a non-exclusive
license under the terms of the agreement.  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 worldwide
manufacturing and marketing rights granted to Aquentium 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.  In March 2006, Aquentium completed the construction of a
disaster-relief housing model unit for demonstrations.  The unit was a 20
foot shipping container that expanded 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.  These 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 April 2006, Aquentium incorporated H.E.R.E
International, Inc. in the state of Colorado.  H.E.R.E. represents
Housing & Emergency Relief Efforts.  This subsidiary was incorporated
to market and manufacture our re-deployable disaster relief housing structures.
 This subsidiary has no projects in development as of the date of this
filing; however, starting in 2009, Aquentium, Inc. and H.E.R.E International,
Inc. are planning to develop smaller container housing units that will be less
costly to manufacture and more affordable for the end user.  These units
will require less engineering and manufacturing since they will not be
expandable units.  Traditional new or used 20 and 40 foot shipping
containers will be retrofitted for office or home living use.  Each unit
will utilize our structural insulated panels for improved energy efficiency.
 Units can include windows, doors, appliances, and bathroom fixtures.  We believe we have developed a unique solution with the
potential of fulfilling the housing needs for people around the world that have
been struck by disastrous conditions or simply need a better living condition.
 Our two primary markets are the low cost, mass-housing market and the
temporary disaster relief housing market.  Using new or decommissioned
standard shipping containers and Aquentium's SIPs, Aquentium offers a process
that effectively transforms a 20 or 40 foot shipping unit into a rapidly
deployable, expandable, and versatile shelter and/or home.  Our housing
structures are unique in the way that once they are deployed, the container
unfolds and creates an expanded living and operating space that is three times
larger than the container itself.  Once the structure has fulfilled its
need in one location, it can be refolded and transported to another location.
 The housing unit is designed to accommodate not only housing applications
but can also be offered as shelter for services such as deployable hospitals,
stores, food commissaries, and a variety of other applications.  Since the
housing unit is developed from an industry standard shipping container, it can
be quickly transported to distant areas in times of need. The unit stacks
seamlessly with other containers on transport ships, and can be easily placed
onto truck transports.  Aquentium De Mexico:  On October 24,
2007, we incorporated Aquentium De Mexico, in the country of Mexico.  This
wholly-owned subsidiary was formed to manufacture structural insulated panels
and container housing units in Mexico.   Aquentium De Mexico will also
manufacture and market our low-cost homes in the country of  Mexico.
 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 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.
 This subsidiary has no projects in development as of the date of this
filing.  5      In October 2007, Aquentium entered into a consulting
agreement with Dr. Ricardo Lorden Kern.  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.  However, the agreement was terminated during the 2008 fiscal
year  Charis Energy Development, Inc.: In
December 2003, Aquentium acquired Charis Energy Development, Inc.  Charis
Energy Development seeks solutions in the alternative energy sector, with a
focus on solar energy.   Charis Energy Development is currently
seeking to represent an operating solar manufacturing company or acquire new
technology for the purpose of marketing solar energy panels in the states of
California, Nevada and Arizona.  This subsidiary has no projects in
development as of the date of this filing.  *Canby Group:*  In September 2002
Aquentium acquired Canby Group Inc.  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 has an operational Styrofoam recycling machine that
condenses Styrofoam into blocks at a ratio of 20-1.  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.  Aquentiums Joint Ventures  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.  This joint venture is in the
exploration stage and   Aquentium is currently seeking capital to
further develop this project.  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.  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.  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.  We cannot assure you that we will be successful in
locating the particular minerals in the License area listed in the License, but
we are actively seeking funding to launch the exploration.  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 market and sell Aquentiums products and/or
services in Asia for a period of 10 years.  Aquentium Hong Kong is focused
on marketing our ozone technology in Asia.  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 is complex
and extremely risky and will be made by management in the exercise of its
business judgment; however, our executive officer is not a professional business
analyst.  (See Part III, Item 10, 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.  6       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 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 develop our SIPs housing system and ozone equipment business
operations and our joint venture or subsidiaries business plans.  With the
decline in the overall economic vitality in the United States, we anticipate
that obtaining funding from any source will be difficult.  We will continue
to seek funding from business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals;
however, if we are unsuccessful in our efforts to obtain funding we will likely
delay or postpone the further development of our business operations.  Employees  We currently have one employee.  Aquentium intends
to hire full-time employees for manufacturing of our structural insulated panels
and ozone equipment when demand requires such action.  However, until
Aquentium or our subsidiaries have significant operations, we intend to rely
upon consultants, independent contractors and distributors to further our
business plans.  7       ITEM 1A.  RISK FACTORS  We need additional external capital and may be unable
to raise it.  Based on our current plan, we believe we may require at
least one to five million dollars of additional financing within the next twelve
months to expand our SIP and ozone operations and the operations of our
subsidiaries, 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.  In the current economy, we may
not be able to obtain additional funds on acceptable terms.  If we are able
to borrow funds, we could be forced to use a large portion of our future revenue
to repay principal and interest on those funds.  If we issue our securities
for capital, then the interests of our shareholders will be diluted.  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 two business lines, five 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 judgment in a manner which is consistent with his fiduciary duties to
Aquentium.  Failure to achieve and maintain effective internal
controls in accordance with Section 404 of the Sarbanes-Oxley Act could lead to
loss of investor confidence in our reported financial information.  If we fail to achieve and maintain the adequacy of our
internal control over financial reporting, as such standards are modified,
supplemented or amended from time to time, we may not be able to ensure that we
can conclude on an ongoing basis that we have effective internal controls over
financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act
(Section 404").   Effective internal controls, particularly those
related to revenue recognition, are necessary for us to produce reliable
financial reports and are important to helping prevent financial fraud.  If
we cannot provide reliable financial reports or prevent fraud, then our business
and operating results could be harmed, investors could lose confidence in our
reported financial information, and the trading price of our stock could drop
significantly.  Pursuant to Section 404, in our annual report for the
year ended September 30, 2010 we will be required to provide an attestation from
our independent registered public accounting firm as to the effectiveness of our
internal control over financial reporting.  We cannot assure you as to our
independent registered public accounting firms conclusions at September 30,
2010  8      with respect to the effectiveness of our internal control
over financial reporting and there is a risk that our independent registered
public accounting firm will not be able to conclude at that time that our
internal controls over financial reporting are effective as required by Section
404.  For the year ended September 30, 2008,  Aquentium did not
maintain the required liability insurance.  ITEM 2.  PROPERTIES  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 has a
two year term, expiring on August 31, 2009.  Under the lease the base rent
is $3,500, but the base rent may be adjusted 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.  As of September 30,
2008, Aquentium has not maintained the required liability insurance per the
Commercial Lease Agreement.  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 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 $60,000 U.S. based upon the foreign exchange rate on September
30, 2008) in year one to be used to review the historical data of the License
area and complete mapping and geological assessments.  As of the date of
this filing, we have not secured funding to satisfy the first year requirement.
 In year two, the License 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 $120,000
U.S. based upon the foreign exchange rate on September 30, 2008) 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
subleased a portion of a manufacturing facility, the Tennant Desert property,
that we leased 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 2007 and the months thereafter.  No
determination of these cases was concluded.  As of the date of this filing, we are not a party to any
other material pending legal proceeding.  9       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 2008 fiscal year.  PART II  ITEM 5.  MARKET FOR REGISTRANTS
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES  Market Information  Our shares of common stock trade under the symbol AQNM
and are listed on the OTC Bulletin Board.  Our common stock is thinly
traded and we do not have an active trading market at the time of this filing.
 Effective August 3, 2007, the listing for our shares of common stock was
transferred from the Pink Sheets LLC to the OTC Bulletin Board.  The
following table lists the range of the high and low closing bid price for our
common stock for each quarter of the 2007 and 2008 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.  2007

2008Fiscal Quarter
Ended
High
Low

High
LowDecember 31
$  
 0.14
$  
 0.06

$   
 0.30
$     0.09March 31
0.09
0.04

0.17
0.06June 30
0.07
0.05

0.10
0.05September 30
$  
 0.12
$    0.09

$     0.05
$     0.01  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 31, 2008, we had 100 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  10      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 October 3, 2008, we issued an aggregate of 3,600,000
shares of common stock in consideration for marketing and consulting services.
 We issued 100,000 shares to Charles Harding for services valued at
approximately $2,550 and 3,500,000 shares to Sherry Wilson for services valued
at approximately $89,250 as of October 3, 2008.  The value of the shares is
discounted at 15% due to the shares being restricted.  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 October 15, 2008, we issued 12,800,000 shares of
common stock to Ozone Safe Food, Inc. for the conversion of debt totaling
$146,234.  The value of the shares as of October 3, 2008 was $326,400.
 The value of the shares is discounted at 15% due to the shares being
restricted.  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.  SELECTED FINANCIAL
DATA  Not applicable.  ITEM 7.  MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  Executive Overview  During the 2008 fiscal year, management has focused on
the development of distribution channels for our SIPs housing system and ozone
equipment.  We have entered into exclusive and non-exclusive distribution
agreements with independent third parties for the resale of our products in the
United States and foreign countries.  Our goal in 2009 is to expand our
manufacturing capabilities for our SIPs and housing systems and provide those
products to new distributors for resale throughout the world.  However, to
accomplish this goal we must obtain additional funding either through debt or
equity financing.  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.  However, with the downturn of the United States and
world economies, we will encounter substantial competition for the limited
financing that will be available in the market place.  If we are unable to
obtain financing, then we will likely delay further business development.  Liquidity and Capital Resources  At September 30, 2008, Aquentium had an accumulated
deficit of $2,053,522, a net loss of $366,279 for the year ended September 30,
2008 and has not recorded revenues.  Based on these factors there is
substantial doubt that we can continue as a going concern unless we obtain
external funding.  Management plans to continue limited operations until we
obtain additional funding to expand our operations.  Our cash requirements per month are approximately $10,000
and are primarily related to rent and office expense, along with legal,
accounting and professional services and costs required to prepare and file our
periodic reports with the SEC.  During 2008 and 2007 we have relied
primarily on related party advances and loans and the issuance of our common
stock to satisfy our cash requirements.  We recorded advances and loans of
$87,820 from related parties during 2008 (See Item 13, below).  The
advances and proceeds from the loans are used for operational expense in the
normal course of business.  11       We have also issued shares of our common stock to pay for
services rather than use our limited cash.  During the 2007 year, we issued
an aggregate of 5,750,000 shares, valued at $244,375, in consideration for
professional, investor relations and marketing services and we issued 100,000
shares, valued at $6,000, for the Mootah mining venture licensing agreement.
  During 2008, we issued 100,000 shares, valued at $23,000, for
business development services related to out Mexican subsidiary.  In
November 2008, subsequent to the fiscal year end, we issued 1,250,000 S-8
shares, valued at approximately $32,000, to Raymond Sabbaghi in consideration
for consulting services related to business development for our ozone equipment
and housing system operations.  We expect that we will continue to use our
common stock to pay for acquisitions, services and agreements.  Any
issuance of common stock will likely be pursuant to exemptions provided by
federal and state securities laws.  The purchasers and manner of issuance
will be determined according to our financial needs and the available
exemptions.  We do not currently intend to make a public offering of our
stock.  We also note that if we issue more shares of our common stock our
shareholders may experience dilution in the value per share of their common
stock.  When we obtain additional funding or record revenues we
must satisfy a legal judgment against the company.  Prior to the 2007 year,
we leased the Tennant Desert property in North Palm Springs, California.
 We subleased portions of this building and received rental income from the
subleases.  Due to a dispute with the landlord in August 2007 we moved to a
new office.  As a result of the legal dispute with the landlord of the
Tennant Desert property, we have accrued a contingent liability with interest of
$189,654 related to the judgment awarded to the landlord of the Tennant Desert
property against Aquentium.  Results of Operations  We did not record revenue in 2008 or 2007, but we
recorded rental income of $279,495 for the 2007 year related to the sublease of
the Tennant Desert property and that income covered a portion of our operating
expenses.  However, as noted above, we no longer have this income and do
not anticipate future income from this type of activity.  Our general and
administrative expenses decreased in 2008 compared to 2007 primarily due to the
decrease in the amount of common stock issued to professionals for services and
the decrease in rental expenses due to the loss of the Tennant Desert property.
 We anticipate that general and administrative expense will increase in
2009 as we use our common stock to pay for a portion of the costs to expand our
operations.  Management anticipates that net losses will continue until we
recognize revenues from our operations or the operations of our
subsidiaries.  Off Balance Sheet Arrangements  None.  ITEM 8.  FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA  AQUENTIUM, INC. AND SUBSIDIARIES (A Development Stage Company) September 30, 2008 and 2007  Report of Independent
Registered Public Accounting Firm
13Consolidated Balance
Sheet
14Consolidated Statements of
Operations
15Consolidated Statement of
Stockholders Deficit
16Consolidated Statements of
Cash Flows
18Notes to Financial
Statements
20   12       De Joya
Griffith & Company, LLC  CERTIFIED
PUBLIC ACCOUNTANTS & CONSULTANTS   REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM  To the Board of Directors and Stockholders Aquentium, Inc. and subsidiaries (a Delaware
corporation) (A Development Stage Company) North Palm Springs, California  We have audited the accompanying balance
sheets of Aquentium, Inc. and subsidiaries (A Development Stage Company) as of
September 30, 2008 and 2007, and the related statements of operations,
stockholders deficit, and cash flows for the years ended September 30, 2008 and
2007, and from inception (April 30, 2001) through September 30, 2008. These
financial statements are the responsibility of the Companys management. Our
responsibility is to express an opinion on these financial statements based on
our audit.  We conducted our audit in accordance with
the 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 our opinion.  In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial
position of Aquentium, Inc. and subsidiaries (A Development Stage Company) as of
September 30, 2008 and 2007, and the results of its operations and cash flows
for the years ended September 30, 2008 and 2007, and from inception (April 30,
2001) through September 30, 2008 in conformity with U.S. generally accepted
accounting principles.  The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As
discussed in Note 2 to the financial statements, the Company has suffered
recurring losses from operations, which raise substantial doubt about its
ability to continue as a going concern. Managements plans in regard to these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.     /s/ De Joya Griffith & Company, LLC Henderson, NV January 11, 2009     2580 Anthem Village Drive, Henderson, NV
 89052 Telephone (702) 588-5960  * Facsimile
(702) 588-5979  13       AQUENTIUM, INC. AND SUBSIDIARIES(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED BALANCE SHEETS(AUDITED)As of September 30,ASSETS
2008
2007Current AssetsCash
$        
                  -
$
       
         1,024Total current assets
-
1,024Total assets
$
          
                -
$       
          1,204LIABILITIES AND STOCKHOLDERS
DEFICITCurrent LiabilitiesAccounts
payable
$       
            5,114
$
       
         9,601Accrued expense 
litigation
177,247
177,247Accrued
interest
23,681
4,759Advances - related
party
93,590
53,770Note payable -
related party
134,960
86,960Salaries payable -
related party
934,872
694,872Total current liabilities
1,369,464
1,027,209Total
liabilities
1,369,464
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 authorizedissued
and outstanding as of September 30, 2008 andSeptember 30, 2007,
respectively: 27,707,403 and 27,607,403
138,537
138,037Additional paid-in
capital
545,521
523,021Accumulated deficit
during the development stage
(2,053,522)
(1,687,243)Total stockholders deficit
(1,369,464)
(1,026,185)Total liabilities and
stockholders deficit
$       
                   -
$      
           1,024The accompanying notes are an integral
part of the financial statements  14       AQUENTIUM, INC. AND SUBSIDIARIES(A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF OPERATIONS(AUDITED)From InceptionFor Years Ended

(April 30, 2001) toSeptember 30,

September 30,2008

2007

2008Income
$       
       
              -

$  
          
                 -

$     
      
                        -General and administrative expenses
347,357

835,967

3,691,711Depreciation
-

1,115

3,973Loss from operations
(347,357)

(837,082)

(3,695,684)Other Income (Expense)Gain (loss) on
sale ofinvestment/business
-

-

370,000Rental
income
-

279,495

1,471,279Expense 
litigation settlement
-

(177,247)

(177,247)Interest
expense
(18,922)

1,424

(21,870)Total other income (expense)
(18,922)

103,672

1,642,162Net income (loss)
$       
        (366,279)

$    
     
       (733,410)

$      
   
          (2,053,522)Basic loss per common share
$
         
           (0.01)

$      
    
            (0.03)Basic weighted average numberof common shares
outstanding
27,689,387

22,087,641The accompanying notes are an integral
part of the financial statements        15


AQUENTIUM, INC. AND
SUBSIDIARIES(A DEVELOPMENT STAGE
COMPANY)CONSOLIDATED STATEMENT OF
STOCKHOLDERS' DEFICITFROM INCEPTION (APRIL 30, 2001)
THROUGH SEPTEMBER 30, 2008(AUDITED)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
-
-
-
-
-
-
-


16


AQUENTIUM, INC. AND
SUBSIDIARIES(A DEVELOPMENT STAGE
COMPANY)CONSOLIDATED STATEMENT OF
STOCKHOLDERS' DEFICITFROM INCEPTION (APRIL 30, 2001)
THROUGH SEPTEMBER 30, 2008 (Continued)(AUDITED)OtherCommon Stock
Paid in
Accumulative
Comprehensive
StockholdersShares
Amount
Capital
(Deficit)
Gain (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
5,750,000
28,750
215,625
-
-
244,375Stock issued for
license agreement
100,000
500
5,500
-
-
6,000Booking common
stock difference
42,249
211
(211)
-
-
-Net loss for
year endedSeptember
30, 2007
-
-
-
(733,410)
-
(733,410)Balance
September 30, 2007
27,607,403
138,037
523,021
(1,687,243)
-
(1,026,185)Stock for
services
100,000
500
22,500
-
-
23,000Net
loss for year endedSeptember
30, 2008
-
-
-
(366,279)
-
(366,279)Balance
September 30, 2008
27,707,403
$
  138,537
$
      545,521
$
    (2,053,522)
$
                      -
$
  (1,369,464)      The
accompanying notes are an integral part of the financial statements


17


AQUENTIUM, INC. AND
SUBSIDIARIES(A DEVELOPMENT STAGE
COMPANY)CONSOLIDATED STATEMENTS OF CASH
FLOWS(AUDITED)From inceptionYears Ended
(April 30, 2001)September 30,
to September 30,2008
2007
2008CASH FLOW FROM OPERATING ACTIVITIES:Net loss
$     
    (366,279)
$       
(733,410)
$   
      (2,053,522)Adjustments to reconcile net loss
tonet cash used in operating
activities:Depreciation
--
1,155
3,973Stock for
services
23,000
244,375
541,455Stock for
joint venture
--
6,000
6,000Realized
investment loss (gain)
--
--
(370,000)Disposition
of subsidiaries
--
--
18,465Impairment
expenses
--
--
3,638Stock
option compensation
--
--
100,000Changes in operating assets and
liabilities:Accrued
expense-litigation settlement
--
177,247
177,247Inventory
--
31,540
--Accounts
payable
(4,487)
(15,196)
5,114Accrued
interest
18,922
4,759
23,681Accrued
salary-officer
240,000
240,000
1,172,252Net cash
used in operating activities
(88,844)
(43,530)
(371,697)CASH FLOW FROM INVESTING ACTIVITIES:Purchase of fixed
asset
--
--
(3,973)Net
cash used in investing activities
--
--
(3,973)CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from loan -
related party
48,000
22,960
134,960Advances - related
party
39,820
20,251
231,210Capital contribution -
founder
--
--
500Capital contribution -
office space
--
--
9,000Net
cash provided by financing activities
87,820
43,211
375,670NET CHANGE IN CASH
(1,024)
(319)
--CASH AT BEGINNING OF YEAR
1,024
1,343
--CASH AT END OF YEAR
$       
             --
$    
        1,024
$    
                  --   The
accompanying notes are an integral part of the financial statements


18


AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT-STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH
FLOWS (Continued)  Non-Monetary TransactionsStock for services
100,000 shares and 5,750,000
shares issued at $0.23
and $0.43 per share,
respectively
$      
        23,000
$   
   244,375
$      
   541,455Stock for licensing agreement
100,000 shares issued at $
0.06 per share
$    
    
             --
$     
     6,000
$      
       6,000Stock for debt settlement
2,000 shares at $0.02 per
share
$        
              --
$      
          --
$
         
        40Stock for acquisitions
1,150,000 shares at $0.02 per
share
$       
  
            --
$       
         --
$      
     23,000Stock for salary
3,000,000 shares at $0.02 per
share
$
        
             --
$      
          --
$      
     60,000Stock for patent
pending4,000 shares at $1.00 per
share
$       
               --
$     
           --
$     
        4,000Reduction of liability to a
relatedparty
by an exchange in investment
$
        
             --
$       
         --
$      
   375,000                 The
accompanying notes are an integral part of the financial statements


19





AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2008 (Audited)  NOTE
1:  BUSINESS AND HISTORY  A.
 Business  Aquentium, Inc. and subsidiaries (Aquentium or the Company) (a
Delaware corporation) is a diversified holding company in the development stage.
 (See Note 3H "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, 2008 (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. The corporation name was changed to Vector
Environmental Technologies, Inc. in 1993 and then to WaterPur International,
Inc. (WaterPur) 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. (Aries), 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-Nevada 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 - Nevada, on the other hand,
effected a mutual release of any and all debts and claims that either party may
have had against each other.     20





AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2008 (Audited)   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  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.  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 of $100 resulting in goodwill of $9,900.  On
March 12, 2003, FAST was disposed of for 500,000 ten dollar convertible
preferred shares of Alpha Solarco, Inc., a publicly traded company.  The
preferred shares can be converted into 5,000,000 common shares. Alpha Solarco
stock is thinly traded, therefore, no value was assigned to this transaction.
 An $817 gain, measured by the accounts payable, cash reduction and $9,900
cost basis, was recognized. In March 2004, the Company agreed to rescind the
acquisition and sale of FAST by canceling the 500,000 shares of Aquentium common
stock issued for the acquisition and FAST 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 of the Company valued at $5,000 in exchange for 100% of
Food Safes 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.       21





AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2008 (Audited)  NOTE
1:  BUSINESS AND HISTORY  (continued)  On
December 8, 2003, Charis Energy Development, Inc., a privately held company, was
acquired for 1,000,000 restricted shares.  As there were no assets or
liabilities, the acquisition is treated as a capital transaction instead of a
business combination and no goodwill or other intangibles are recognized.  On
January 27, 2004, Environmental Waste Management, Inc., a privately held
company, was acquired for 1,080,000 restricted shares.   As there were
no assets or liabilities, the acquisition is treated as a capital transaction
instead of a business combination and no goodwill or other intangibles are
recognized.  D.
Reclassification  Certain
prior year amounts have been reclassified to conform with
current classifications. These reclassifications had no
effect on net income. The presentation of the 2008 financial statements has been
changed to separately present advances - related party and note payable -
related party, as of September 30, 2008.  NOTE 2:
 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 $2,053,522 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
3:  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.        22





AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2008 (Audited)   NOTE
3:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)  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 September 30, 2008 and 2007, 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.  F.
    Revenue Recognition  The
operating income received by the Company is rental income from the tenants
leasing space in the building having been rented by the Company, which is
outside the normal operations of the Company.  Revenue
was 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.  During
the year ended 2007, the Company was party to an arbitration hearing with the
landlord pertaining to a building lease 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 (See Note
11: Commitments and Contingencies),      23





AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2008 (Audited)  NOTE
3:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (continued)  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 stageenterprise is one in which planned principal operations have not commenced
or if its operations have commenced, there has been no significant revenue
therefrom. Development stage companies report cumulative costs from the
enterprise's inception.  NOTE
4:  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 became 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. The adoption of FIN 48 did not
impact our financial statements.  In May
of 2008, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 163, ACCOUNTING FOR FINANCIAL
GUARANTEE INSURANCE  AN INTERPRETATION OF FASB STATEMENT NO. 60, ACCOUNTING AND
REPORTING BY INSURANCE ENTERPRISES.  This statement requires that an
insurance enterprise recognize a claim liability prior to an event of default
(insured event) when there is evidence that credit deterioration has occurred in
an insured financial obligation.  This statement also clarifies how
Statement 60 applies to financial guarantee insurance contracts.  This
statement is effective for fiscal years beginning after December 15, 2008.
 This statement is not expected to effect the Companys financial
reporting.  In May
of 2008, the FASB issued Statement No. 162, THE HIERARCHY OF GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES.  This statement identifies literature established
by the FASB as the source for accounting principles to be applied by entities
which prepare financial statements presented in conformity with generally
accepted accounting principles (GAAP) in the United States.  This statement
is effective 60 days following approval by the SEC of the Public Company
Accounting Oversight Board amendments to AU Section 411, The Meaning of Present
Fairly in Conformity With Generally Accepted Accounting Principles.  This
statement will require no changes in the Companys financial reporting
practices.  24





AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2008 (Audited)   NOTE
4:  RECENT ACCOUNTING PRONOUNCEMENTS  (continued)  In
March 2008, the FASB issued SFAS
No. 161, DISCLOSURES ABOUT DERIVATIVE INSTRUMENTS AND
HEDGING ACTIVITIES ("SFAS 161"). SFAS 161 is intended to improve
financial  reporting  about  derivative  instruments 
and hedging  activities by requiring  enhanced  disclosures to
enable investors to better  understand their effects on an 
entity's  financial  position,  financial 
performance,  and cash flows. SFAS 161 achieves these improvements by
requiring disclosure of the fair values of derivative instruments and their
gains and losses in a tabular format. It also provides
more information about an entity's liquidity by requiring
disclosure of derivative features that are credit risk-related. 
Finally, it requires cross-referencing within footnotes to enable financial
statement users to locate important information about derivative
instruments.  SFAS 161 will be effective for
financial statements issued for fiscal years and interim periods
beginning after November 15, 2008 and will be adopted by the Company
beginning in the first quarter of fiscal 2009. 
The Company does not expect there to be any impact of
adopting SFAS 161 on its financial position, cash flows and results of
operations as the Company does not currently have any derivative instruments or
hedging activity and does not anticipate any in the near future.  In
December 2007, the FASB issued SFAS No.  160,
NONCONTROLLING INTEREST IN CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT
OF ARB NO. 51 ("SFAS No. 160"), which will change the  accounting 
and reporting for minority  interests,  and will 
be recharacterized  as non-controlling  interests  and 
classified  as  a component of equity  within the 
consolidated  balance  sheets.  SFAS No. 160 is effective as of
the beginning of an entity's first fiscal year beginning on or
after December 15, 2008.  Earlier adoption is prohibited. 
Management does not expect there to be any impact of adopting SFAS 160 on its
financial position as the Company does not currently have any ownership interest
in other companies.  In
February 2007, the FASB issued Statement No. 159, "THE FAIR VALUE OPTION FOR
FINANCIALS 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 adopting this
statement will have on the Companys financials position or results of
operations.  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.    25





AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2008 (Audited)  NOTE
5:  STOCK ISSUED  During
the year ending September 30, 2008, 100,000 shares valued at $0.23 shares were
issued for professional services. During the year ended September 30, 2007,
5,850,000 shares value between $0.0425 to $0.06 were issued for professional
services consisting of:   The
following table summarizes, by date, the stock transactions from inception
through September 30, 2008:  Period/ Date of
Share Issuance





Price per
Share

Cost of
SharesDescription

Shares06/29/02

Acquisition of subsidiaries

500,000

0.020

10,00008/06/02

Acquisition of subsidiaries

250,000

0.020

5,00009/09/02

Acquisition of subsidiaries

150,000

0.020

3,00009/30/02

Shares issued for reverse merger

4,000,000

0.000

-09/30/02

Preferred Shares converted common

1,000,000

0.000

-09/30/02

Shares retained by shareholders

76,014

0.000

-09/30/02

Shares issued for services

500,000

0.020

10,0002002 TOTAL

6,476,014



28,00010/28/02

Acquisition of subsidiaries

250,000

0.020

5,00009/30/03

Shares issued for settlement

2,000

0.020

4009/30/03

Shares issued for services

2,160,000

0.020

43,2002003 TOTAL

2,412,000



48,24003/12/04

Shares to be cancelled

(500,000)

0.000

-09/30/04

Acquisition of subsidiaries

2,080,000

0.000

-09/30/04

Shares issued for lease deposit

5,140

0.020

10309/30/04

Shares issued as stock based compensation

3,000,000

0.020

60,00009/30/04

Shares issued for services

1,007,000

0.020

20,1402004 TOTAL

5,592,140



80,24309/30/05

Shares issued for patent/ licensing

200,000

0.020

4,0002005 TOTAL

200,000



4,00010/03/05

Shares issued for services

5,000

0.020

10010/03/05

Shares issued for services

5,000

0.020

100  26





10/15/05

Shares issued for services

200,000

0.020

4,00010/31/05

Shares issued for services

500,000

0.020

10,00011/25/05

Shares issued for services

3,500,000

0.020

70,00012/01/05

Shares issued for services

25,000

0.020

50012/09/05

Shares issued for services

2,800,000

0.020

56,0002006 TOTAL

7,035,000



140,70008/27/07

Shares issued for funds

50,000

0.043

2,12508/27/07

Shares issued for funds

200,000

0.043

8,50009/07/07

Shares issued for services

5,500,000

0.043

233,75009/20/07

Shares issued for licensing agreement

100,000

0.060

6,00009/30/07

Shares issued in prior year not recorded

42,249

0.000

-2007 TOTAL

5,892,249



250,37511/08/07

Shares issued for services

100,000

0.230

23,0002008 TOTAL

100,000



23,000ACCUMULATED TOTAL

27,707,403



574,558  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 had been exercised prior to their expiration.  NOTE
7 - PROPERTY AND EQUIPMENT  Property
and equipment at September 30, 2008 and 2007 consisted of the following:  Furniture &
Fixtures
$
3,973Less
accumulated depreciation and amortization

(3,973)$
-  Depreciation expense
for the years ended September 30, 2008 and 2007 were zero and $1,155,
respectively.        27





AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2008 (Audited) NOTE
8:  INCOME TAX  At September 30, 2008 and
2007, the Company had a federal operating loss carryforward of approximately
$1,843,887 and $1,500,608, respectively, which expires in varying amounts
between 2028 and 2027.  The provision for
income taxes consisted of the following components for the years ended September
30:  2008

2007Current:Federal

$
      
            --

$                  --State

800

800--

--Deferred:

$
    
           800

$              800  Components of net
deferred tax assets, including a valuation allowance, are as follows at
September 30:  2008

2007Deferred tax
assets:Net operating
loss carryforward

$
         645,360

$   
     510,207Stock-based
compensation

95,681

85,128Total
deferred tax assets

741,042

595,334Less: Valuation
Allowance

(741,042)

(595,334)Net
Deferred Tax Assets

$
      
           --

$
   
             --  The
valuation allowance for deferred tax assets as of September 30, 2008 and 2007
was $741,042 and $595,334, 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, 2008
and 2007 and, accordingly, recorded a full valuation allowance.  Reconciliation between the statutory rate and the effective tax
rate is as follows at September 30:  2008

2007Federal
statutory tax rate

(35.0)%

(34.0)%State taxes,
net of federal benefit

(8.8)%

(8.8)%Change in
valuation allowance

43.8%

42.8%Effective tax
rate

0.0%

0.0%  28





AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT STAGE COMPANY) NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2008 (Audited)   NOTE
9:  RELATED PARTY TRANSACTIONS  Mark T.
Taggatz, President, CEO and Chairman of the Board had the following transactions
with the Company:  a. Advanced $93,590 to the Company and affiliates through September
30, 2008.  b. Recorded compensation of $240,000 as salary payable for each year
ending September 30, 2008 and 2007 which are accrued and not paid. Total accrual
as of September 30, 2008 and 2007 was $934,872 and $694,872, respectively.  c. Exchanged
the shares held by the Company as investment for unpaid compensation. (See Note
12: Gain (Loss) on Sale of Investments)  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 for consulting services.  Mr. Taggatz is an officer of the
Company.  During
the year ended September 30, 2008 and 2007, Ozone Safe Foods, Inc. advanced to
the Company $48,000 and $68,000, respectively. During the year ended 2007,
$45,040 was paid towards the loan. The total note payable outstanding as of
September 30, 2008 and 2007 was $134,960 and $86,960, respectively. Mr. Taggatz
is the majority shareholder and an officer and director of Ozone Safe Foods,
Inc.  NOTE
10. NOTE PAYABLE AND ACCRUED INTEREST  The
Company throughout the fiscal years 2008 and 2007 has received loans from Ozone
Safe Foods, Inc. Mr. Taggatz is the majority shareholder and an officer and
director of Ozone Safe Foods. These advances are used for operational expenses
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 $11,273 and
$4,759 has been accrued as of September 30, 2008 and 2007, respectively.  As a
result of arbitration during the fiscal year ended 2007, a former landlord was
rewarded a judgment against the Company totaling $ 177,247.  The Company is
accruing interest on the judgment at an annual rate of seven percent on the
outstanding balance. Interest in the amount of $12,407 has been accrued as of
September 30, 2008. (See Note 11: Commitments and Contingencies).         29





AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2008 (Audited)  NOTE
11: COMMITMENTS AND CONTINGENCIES  Effective September 1, 2004, the Company exercised an option to
lease 84,772 square feet of a building on an average monthly basis of $31,897
per month.  The Company was assigned the lease rights of the other tenants
in the building and collecting rents from those tenants.  For the years
ending September 30, 2008 and 2007, the Company recorded lease expenses of $nil
and $237,100, respectively, in connection with these leases.  The Company
held 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, 2008, $177,247 has been accrued by the Company.
No payments have yet to be made.  The
Company accrued interest of $12,407 on the outstanding balance of the judgment
for the year ending September 30, 2008 bringing the total accrued liability to
$189,654.  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.       30





AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2008 (Audited)  NOTE
11: COMMITMENTS AND CONTINGENCIES  (continued)  On
August 18, 2008, the Company signed a business development agreement with
Megaros, Inc. Under the terms of the agreement Megaros will receive commissions
starting at five (5) percent of the first $1,000,000 of the building contract,
four (4) percent of the second $1,000,000 of the building contract, three (3)
percent of the third $1,000,000 of the building contract, two (2) percent of the
forth $1,000,000 of the building contract, and one (1) percent on the balance
above $5,000,000 of building contract. All individual SIP sales are paid a
commission of 7.5% percent of total sales of the Companys products, to be paid
either in cash or stock at the option of the Company.  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 serves
our current needs.  The lease was 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, per the Commercial Lease Agreement indicated
above, Aquentium is required to carry liability insurance in the amount of $1
million.  For the year ended September 30, 2008, the Company did not
maintain the required liability insurance. The following is a schedule by year
of the future minimum rental payments required under operating leases that have
non-cancellable lease terms as of September 30, 2008:\  Fical Year 2009                                        $  
38,500 Total                                        
$   38,500    NOTE
14:   SUBSEQUENT EVENTS  In
October 2008, the Company issued 16,500,000 shares of common stock to three
entities for a total value of $418,200.  Of the shares issued, 16,300,000
were issued to related parties for services and reduction in advances by a
related party.   31





AQUENTIUM, INC. AND SUBSIDIARIES (A
DEVELOPMENT STAGE COMPANY) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2008 (Audited)   NOTE
14:   SUBSEQUENT EVENTS  (continued)  On
October 11, 2008, the Company signed a Consulting and Business Development
Agreement with an individual.  Under the terms of the agreement the
Consultant will receive 1,250,000 S-8 shares of the Companys common stock.
 In addition, the Consultant will receive 2% of all gross sales for
equipment, products or projects completed through his effort.  32





ITEM 9.  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 9A(T).  CONTROLS AND
PROCEDURES  Disclosure Controls and Procedures  We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed with the SEC pursuant to 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 and communicated to our executive
officer 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.  Managements Annual Report on Internal Control over
Financial Reporting  Our management is responsible to establish and maintain
adequate internal control over financial reporting and to design or supervise a
process that provides reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles.  The
policies and procedures include:  · maintenance of records in reasonable
detail to accurately and fairly reflect the transactions and dispositions of
 assets, · provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
receipts and expenditures are being made only in accordance with authorizations
of management and directors, and · provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or
disposition of assets that could have a material effect on our financial
statements.  For the year ended September 30, 2008, management has
relied on the Committee of Sponsoring Organizations of the Treadway Commission
Internal Control - Integrated Framework,  1992 (the COSO Framework) to
evaluate the effectiveness of our internal control over financial reporting and
based upon that framework, management has determined that our internal control
over financial reporting is effective.  Our Chief Executive Officer determined that there were no
changes made in our internal controls over financial reporting during the fourth
quarter of 2008 that have materially affected, or are reasonably likely to
materially affect our internal control over financial reporting.  This annual report does not include an attestation report
of our registered public accounting firm regarding internal control over
financial reporting.  Our managements report was not subject to
attestation by our registered public accounting firm pursuant to temporary rules
of the SEC that permit the company to provide only our managements report in
this annual report.  ITEM 9B.  OTHER INFORMATION  Item 3.02 Unregistered Sales of Equity
Securities  On October 3, 2008, we issued an aggregate of 3,600,000
shares of common stock in consideration for marketing and consulting services.
 We issued 100,000 shares to Charles Harding for services valued at
approximately $2,550 and 3,500,000 shares to Sherry Wilson for services valued
at approximately $89,250 as of October 3, 2008.  The value of the shares is  33





discounted at 15% due to the shares being restricted.
 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 October 15, 2008, we issued 12,800,000 shares of
common stock to Ozone Safe Food, Inc. for the conversion of debt totaling
$146,234.  The value of the shares as of October 3, 2008 was $326,400.
 The value of the shares is discounted at 15% due to the shares being
restricted.  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.  PART III  ITEM 10.  DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE  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
44
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, 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, 2008, we believe no forms were required to be filed during
the 2008 fiscal year.  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 limited operations
management does not believe an audit committee is required at this time.    34





Committees  We are a smaller reporting company with one director and
executive officer who has an active role in our operations.   As a
result, we do not have a standing nominating committee for directors, nor do we
have an audit committee with an audit committee financial expert serving on that
committee.  Our entire board of directors acts as our nominating and audit
committee. ITEM 11.  EXECUTIVE
COMPENSATION  The following table shows the compensation paid to our
named executive officer in all capacities during the past two fiscal years.
 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.  We are unable to pay cash for services rendered by our
principal executive officer, Mr. Taggatz, and accordingly, we have accrued his
compensation for the past two fiscal years.  SUMMARY
COMPENSATION TABLEName and
Principal Position
Year
Salary
All Other
Compensation
TotalMark T. Taggatz
CEO
2008
$ 240,000 (1)
$ 0
$ 240,0002007
$ 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, 2008.  Compensation of Directors  We do not have any standard arrangement for compensation
of our directors for any services provided as a director, including services for
committee participation or for special assignments.  ITEM 12.  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 as of September 30, 2008 under any equity compensation plans approved
by our shareholders and any equity compensation plans not approved by our
shareholders.      35





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 outstanding
options,
warrants and rights
(b)
Number of securities
remaining available for future issuance under equity compensation plans
(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.  As of the date of this filing, we do not have any
outstanding options or rights under this plan.  Beneficial Ownership  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.  The percentage of beneficial ownership is
based on 45,357,403 shares of common stock outstanding as of December 31,
2008.  36





CERTAIN
BENEFICIAL OWNERSTitle of
class
Name and address of
beneficial owners
Amount and
nature
of
beneficial owner
Percent
of
classCommon stock
Advantage Link Inc.
31500 Grape Street, Suite 3401
Lake Elsinore, CA
92532
2,800,000
(1)
6.2Ozone Safe Food, Inc.
P.O. Box 580490
North Palm Springs, CA
92258
12,800,000
(1)
28.2Taggatz Family Trust
31500 Grape Street, Suite 3401
Lake Elsinore, CA
92532
1,500,000
(1)
3.3Wall Street Marketing
Group, Inc.
P.O. Box 580490
North Palm Springs, CA
92258
9,000,000
(1)
19.8Sherry L. Wilson
29743 Vacation Drive
Canyon Lake, CA
92587
5,678,025
(1)
12.5   MANAGEMENTTitle of
class
Name and address of
beneficial owners
Amount and
nature
of
beneficial owner
Percent
of
classCommon stock
Mark T. Taggatz
19024 Ruppert Avenue
North Palm Springs, CA
92258
35,319,525
(1)
77.9%  (1) Represents 3,541,500 held by Mr.
Taggatz; 5,678,025 shares held by his spouse; and the shares held by Advantage
Link, Inc., Ozone Safe Food, Inc., Taggatz Family Trust and Wall Street
Marketing Group, Inc., which Mr. Taggatz has sole power to vote and invest.  ITEM 13.  CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE  Related Party Transactions  The following information summarizes transactions or
proposed transactions in which we were a participant since the beginning of our
2007 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 the fiscal year ended September 30, 2008, our
President and Director, Mr. Taggatz, advanced $39,820 to Aquentium and its
affiliates.  The total amount owing to Mr. Taggatz at September 30, 2008
for past advances was $93,590.   37





During 2008, Aquentium received advances of $48,000 from
Ozone Safe Food, Inc.  Mr. Taggatz is the President, Director and majority
shareholder of Ozone Safe Food, Inc.  During the year ended September 30,
2007, Aquentium received advances in the amount of $22,960 from Ozone Safe Food,
Inc.  The advances were not granted under a formalized agreement with
established interest rates and the total owed to Ozone Safe Food by Aquentium as
of September 30, 2008 was $134,960.   On October 15, 2008, we issued
12,800,000 shares of common stock to Ozone Safe Food, Inc. for the conversion of
debt totaling $146,234.  The value of the shares as of October 3, 2008 was
$326,400.  The value of the shares is discounted at 15% due to the shares
being restricted.  On October 3, 2008, Aquentium issued an aggregate of
3,500,000 shares of common stock to Sherry Wilson in consideration for marketing
and consulting services valued at $89,250.  Ms. Wilson is the spouse of Mr.
Taggatz.  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.  Director Independence  We do not have any independent directors serving on our
board of directors.  ITEM 14.  PRINCIPAL ACCOUNTING FEES
AND SERVICES  Accountant Fees  The following table presents for each of the last two
fiscal years the aggregate fees billed in connection with the audits of our
financial statements and other professional services rendered by our independent
registered public accounting firm De Joya Griffith & Company, LLC, Certified
Public Accountants and Consultants.  2008
2007Audit fees
$ 14,000
$
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.  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.   38





Pre-approval Policies  We do not have a standing 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 accounting firm before the accounting
firm renders audit and non-audit services.  We do not rely on pre-approval
policies and procedures.  PART IV  ITEM 15.  EXHIBITS, FINANCIAL
STATEMENT SCHEDULES Exhibits No. Description 3(i) 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(ii) 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 Joint Venture Agreement between
Aquentium and Mootah Energetic Pty Ltd, dated September 20, 2007 (Incorporated
by reference to exhibit 10.3 for Form 10-KSB, filed December 31, 2007) 10.3 Professional Marketing Fee and
Additional Compensation between Aquentium and Ricardo Lorden, (Incorporated by
reference to exhibit 10.1 to Form S-8 (File No. 333-147168), filed November 6,
2007) 10.4 Consultant and Business Development
Agreement between Aquentium and Raymond Sabbaghi, dated October 11, 2008
(Incorporated by reference to exhibit 10.1 to Form S-8 (File No. 333-155536),
filed November 20, 2008) 21.1 Subsidiaries of Aquentium, Inc. 31.1 Chief Executive Officer
Certification 31.2 Principal Financial Officer
Certification 32.1 Section 1350 Certification  SIGNATURES  Pursuant to the requirements of the Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, there unto duly
authorized  **AQUENTIUM, INC.**   By: /s/ Mark T. Taggatz Mark T. Taggatz, President  Date:   January 12, 2009  Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the dates indicated.  By: /s/    Mark T.
Taggatz Mark T. Taggatz Chairman of the Board, President, Chief Executive Officer,
Secretary/Treasurer, Principal Financial and Accounting
Officer  Date:   January 12, 2009  39