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

                          FORM 10-KSB/A
                         Amendment No. 1

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

           For the fiscal year ended September 30, 2002

                                OR

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

               Commission file number: No. 0-23402

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

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


31500 Grape Street, Suite 3401, Lake Elsinore, California         92532
(Address of principal executive offices)                         (Zip code)


Issuer's telephone number:  (909) 244-1988

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:  Common Stock


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes [ ]  No [X]

Check if disclosure of delinquent filers in response to item 405 of Regulation
S-B is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

State issuer's revenue for its most recent fiscal year: $ 3,252

As of January 30, 2003, the registrant had 6,936,763 shares of common stock
outstanding.  Since the registrant does not have an active trading market, a
market value of the 3,436,763 shares of voting stock held by non-affiliates
cannot be determined.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

        THIS REPORT INCLUDES AMENDED FINANCIAL STATEMENTS

<PAGE>


                        TABLE OF CONTENTS

                             PART II

Item 6.  Management's Discussion and Analysis of Financial
         Condition and Result of Operations..............................3
Item 7.  Financial Statements............................................6

                             PART III

Item 13. Exhibits and Reports on Form 8-K...............................18
Signatures..............................................................18







                    FORWARD LOOKING STATEMENTS

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

     This annual report contains certain forward-looking statements and any
statements contained in this annual report that are not statements of
historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Aquentium's control.  These factors include, but are not limited to, economic
conditions generally and in the markets in which Aquentium may participate,
competition within Aquentium's markets and failure by Aquentium to
successfully develop business relationships.



                                2

<PAGE>

                             PART II

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                     AND RESULT OF OPERATIONS

Going Concern

     Aquentium is a diversified holding company in the development stage and
has recorded minimal revenues on a consolidated basis.  Our independent
auditors have expressed the opinion that there is substantial doubt that we
can continue as a going concern.  However, our plan is to continue our
operations based on anticipated profitable operations of our recently acquired
wholly-owned subsidiaries and continue to seek private and public companies as
subsidiaries.

Acquisition Treatment

     On April 2, 2002, WaterPur International agreed to acquire Aquentium,
Inc., Nevada corporation.     In an arm's-length transaction, WaterPur
International issued 4 million shares in exchange for 5,240,000 shares of
Aquentium-Nevada, and the transaction was valued at approximately $20,000.
The acquisition was accounted for under the purchase method of accounting and
was accounted for as a "reverse acquisition" with Aquentium-Nevada as the
accounting survivor.  Accordingly, our financial statements are the historical
financial statements of Aquentium-Nevada.

     On June 29, 2002, our Board entered into an agreement to acquire Fiber
Application Systems Technology, Inc., a Nevada corporation.  In an
arm's-length transaction, we issued 500,000 common shares valued at
approximately $10,000 in a stock-for-stock exchange for 100% of the
outstanding shares of Fiber Application Systems.  We acquired net assets of
$100 and goodwill valued at $9,900.

     On August 6, 2002, our Board agreed to acquire USA Public Auction, Inc.,
a Nevada corporation.  In an arm's-length transaction, we acquired USA Public
by issuing 250,000 common shares valued at approximately $5,000 in a
stock-for-stock exchange for 100% of the USA Public shares.  We acquired
approximately $4,362 in assets and goodwill valued at $638.  USA Public did
not record any revenues in the 2002 fiscal year.

     On September 9, 2002, our Board entered into an agreement to acquire
Canby Group Inc., a California corporation.  In an arm's-length transaction,
we issued 150,000 common shares, valued at approximately $3,000, in a
stock-for-stock exchange.  We acquired goodwill valued at $3,000.  Canby Group
did not record any revenues in the 2002 fiscal year.

     Then on October 28, 2002, our Board agreed to acquire Food Safe, Inc., a
Texas corporation.  We issued 250,000 common shares valued at approximately
$5,000 through a stock-for-stock exchange for 100% of Food Safe's shares.  We
acquired goodwill valued at $5,000.  Food Safe did not record any revenues in
the 2002 fiscal year.

Results of Operations

     Our fiscal year ends September 30 and the following discussions are based
on the consolidated operations of Aquentium-Nevada since its inception date of
April 30, 2001, and Fiber Applications Systems, USA Public Auction and Canby
Group.  These discussions should be read in conjunction with our financial
statements for the years ended September 30, 2002 and 2001, included in this
report.

     Comparison of 2002 and 2001 Year End Period.  We did not have any
operations during the fiscal year ended September 30, 2001.  For the fiscal
year ended September 30, 2002, we  recorded consolidated revenues of $3,252.
These revenues were from professional fees earned by Fiber Application
Systems.  Total operating expenses were $65,239, with salaries representing
$36,400, or 55.8% of the total operating expenses.  Professional


                                3

<PAGE>

fees primarily related to our acquisition of Aquentium-Nevada were $13,660, or
20.9% of our total operating expenses for the 2002 year.   We recorded a net
loss of $61,987 for the year ended September 30, 2002, and our net loss per
common share was $0.01 for the 2002 year.

Liquidity and Capital Resources

     We have funded our operations primarily through capital contributions
from related parties and issuance of our common stock for acquisitions and
services.  At the year ended September 30, 2002, we had $8,555 cash on hand
with total assets of $22,093 and total liabilities of $52,580.  Goodwill of
$13,538, which represents the excess costs of $18,000 less the net assets of
$4,462 of our subsidiaries, accounts for 61.1% of our total assets.  Our
accumulated deficit was $61,987 at September 30, 2002.  Net cash used in
operating activities was $6,907.  We did not record any cash flows from
investing activities.  Net cash provided by financing activities was $15,462,
which represented capital contributions of $7,500 and the value of office
space contributed by our President, Mark T. Taggatz, and $4,462 contributed
from our subsidiaries.

     Management anticipates losses in the foreseeable future and there can be
no assurance that future revenues, if any, will be adequate to absorb
operation and other expense.  We require additional financing to continue our
operations.  We expect that additional capital may be provided by future loans
from related parties or private placements of our common stock.  We foresee
that any private placement of stock will be issued pursuant to exemptions
provided by federal and state securities laws.  The purchasers and manner of
issuance will be determined according to our financial needs and the available
exemptions.  Management is considering a limited private placement of
preferred stock to be issued under Regulation D; however, any preferred stock
or non-convertible preferred stock we issue will be subject to restrictions on
voting rights based on our agreement with Aries Ventures, Inc., discussed
below.  However, there can be no assurance that such an offering will be
successful or provide sufficient funds to continue growth during the next
twelve months.  We also note that if we issue more shares of our common stock
our shareholders may experience dilution in the value per share of their
common stock.

Commitments and Contingent Liabilities

     We have no commitments for capital expenditures for the next twelve
months.  On April 2, 2002, Aquentium-Nevada entered into an agreement to
satisfy outstanding debts and claims Aries Ventures, Inc., a Nevada
corporation, held against WaterPur International.  Aries Ventures held
preferred stock it had purchased from WaterPur International in 1997 and had
not converted.  On June 8, 2002, Aries Ventures agreed to convert the
preferred shares it held for 1,000,000 of our common shares and warrants to
purchase another 250,000 shares at an exercise price of $1.00 for a three year
term.  The warrants and the underlying common stock have unlimited piggy back
registration rights.

     Based on the agreement, Aries Ventures agreed to a lock-up/leak-out
arrangement which limited the number of shares Aries Ventures could sell into
the public market to 250,000 shares per quarter, cumulatively, for the 2002
calendar year.  As of the date of this filing, Aries Ventures has not sold any
shares or exercised any warrants.  We also agreed to provide anti-dilution
protection for the shares which would be adjusted on December 31, 2002 and
2003 so long as Aries Ventures continues to hold the shares and if the market
value of our common stock owned by Aries Ventures is less than $12,000,000.
If Aries Ventures sells shares, the anti-dilution protection based on
$12,000,000 will be reduced pro rata until such time as Aries Ventures owns
less than 250,000 shares.  At that time the anti-dilution protection will
cease.

     The agreement has a recall provision which provides that during the three
year exercise period of the warrants, if we apply for listing and receive
written approval for the American Stock Exchange or the NASDAQ Small Cap or
National Market System, then Aries Ventures will have the right to call with
30 days written notice any remaining outstanding warrants for an exercise
price of $0.01 per warrant.  Aries Ventures will have a 20 day period to
exercise the warrants after the written notice is received.


                                4

<PAGE>

     If the aggregate market value of the shares held by Aries Ventures is
less than $12,000,000 then it will be entitled to receive newly-issued common
shares so that it will own 10% of the outstanding shares of Aquentium.  The
market value test is based on the average price of our common stock for the 30
consecutive calendar days during the calendar year at which the stock traded
at its highest level.  As part of this transaction we agreed that if we issued
non-convertible preferred stock it would have no voting rights.  Also any
convertible preferred stock or convertible debt would be included in the
anti-dilution protection calculations.

New Accounting Announcements

     On July 20, 2001, FASB issued SFAS 141, "Business Combinations" and SFAS
142, "Goodwill and Intangible Assets."  After June 30, 2001, all business
combinations must use the purchase method of accounting.  Intangible assets
acquired in a business combination must be recorded separately from goodwill.
Goodwill and intangible assets with indefinite lives may not be amortized and
after January 1, 2002 all previously recognized goodwill and intangible assets
with indefinite lives will no longer be subject to amortization.  Goodwill and
intangible assets with indefinite lives will be tested for impairment annually
or whenever there is an impairment indicator.  All acquired goodwill must be
assigned to reporting units for purposes of impairment testing and segment
reporting.  These new rules have been applied to the acquisitions we completed
during the past fiscal year.

Factors Affecting Future Performance

     We have recorded a net loss for the fiscal year ended September 30, 2002
     and may be unable to attain or maintain profitability.

     Our net loss for the fiscal year ended September 30, 2002, was $61,987.
We are unable to fund our day-to-day operations through revenues alone and
have financed our operations through a combination of loans and sales of our
common stock.  While we have acquired four wholly-owned subsidiaries, they are
development stage companies with only one of them recording revenues for the
2002 fiscal year.  We may be unable to increase revenues to the point that we
attain and are able to maintain profitability.

     We have a limited operating history and may encounter financial,
     managerial, technological or other difficulties as management combines
     operations of our acquisitions.

     We had no operations until we acquired our wholly-owned subsidiaries
which are development stage companies with no operations or have been in
operation for a short period of time.  We may suffer losses as management
continues to acquire new subsidiaries or assimilates operations, technologies,
services and products of our subsidiaries.  We cannot assure that we will be
successful in developing and implementing a business strategy that provides
for continued growth of all of our subsidiaries.

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

     Based on our current plan we believe we may require $1 million additional
financing within the next twelve months to continue operations and
acquisitions.  Our success will depend upon our ability to access equity
capital markets or borrow on terms that are financially advantageous to us.
Also, we may not be able to obtain additional funds on acceptable terms.  If
we fail to obtain funds on acceptable terms, then we might be forced to delay
or abandon some or all of our business plans.  If we are unable to obtain
additional capital, then we may not have sufficient working capital to develop
products, finance acquisitions, or pursue business opportunities.  If we
borrow funds, we could be forced to use a large portion of our future revenues
to repay principal and interest on those funds.  If we issue our securities
for capital, the interests of investors and shareholders could be diluted.

     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.


                                5

<PAGE>


     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
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.


                   ITEM 7: FINANCIAL STATEMENTS






                                6


                 AQUENTIUM, INC. AND SUBSIDIARIES
                CONSOLIDATED FINANCIAL STATEMENTS
                        SEPTEMBER 30, 2002



                        TABLE OF CONTENTS


Independent Auditor's Report                                           1

Consolidated Balance Sheet as of September 30, 2002                    2

Consolidated Statements of Operations for the Year Ended
September 30, 2002, and from inception through September 30, 2002      3

Consolidated Statement of Changes in Stockholders' Equity (Deficit)
for the period from inception through September 30, 2002               4

Consolidated Statements of Cash Flows for the Year Ended
September 30, 2002 and from inception through September 30, 2002       5

Notes to Consolidated Financial Statements                           6-9




<PAGE> 7





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

                  REPORT OF INDEPENDENT AUDITOR

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

I have audited the accompanying consolidated balance sheet of Aquentium, Inc.,
a Delaware corporation formerly WaterPur International, Inc. (a
development-stage company) as of September 30, 2002 and the related
consolidated statements of operations, stockholders' deficit and cash flows
for the periods ended September 30, 2001 and 2002 and the period from April
30, 2001 (date of inception) through September 30, 2002.  These financial
statements are the responsibility of the Company's management.  My
responsibility is to express an opinion on these consolidated financial
statements based on my audit.

I conducted my audit in accordance with auditing standards generally accepted
in the United States of America.  Those standards require that I plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.   An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  I believe that my audit provides a
reasonable basis for my opinion.

In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial condition of Aquentium, Inc.,
Delaware as of September 30, 2002 and the results of its operations,
stockholders' deficit and cash flows for the year ended September 30, 2002 and
from inception (April 30, 2001) through September 30, 2002 in conformity with
accounting principles generally accepted in the United States of America.

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


                                    /s/ George Brenner
                                    George Brenner, C.P.A.
Los Angeles, California
October 31, 2002


                                1


<PAGE> 8


     AQUENTIUM, INC. (FORMERLY WATERPUR INTERNATIONAL, INC.)
                         AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
                    CONSOLIDATED BALANCE SHEET
                        SEPTEMBER 30, 2002


                              ASSETS

Current Assets
   Cash                                                     $      8,555

Goodwill                                                          13,538
                                                            -------------

 TOTAL ASSETS                                               $     22,093
                                                            =============


              LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
   Accounts Payable                                         $     45,080
   Officer/Stockholder Advance                                     7,500
                                                            -------------

   TOTAL LIABILITIES                                              52,580
                                                            -------------

STOCKHOLDERS' DEFICIT

   Preferred stock ($0.00001 par value)
     10,000,000 shares authorized;
     0 issued and outstanding                                          -
   Common stock ($0.005 par value)
     100,000,000 shares authorized;
     6,476,014 issued and outstanding                             32,380
   Additional Paid In Capital                                       (880)
   Accumulated Deficit                                           (61,987)
                                                            -------------
   TOTAL STOCKHOLDERS' DEFICIT                                   (30,487)
                                                            -------------

   TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT              $     22,093
                                                            =============





   See Accompanying Notes to Consolidated Financial Statements

                                2
<PAGE> 9





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


                                  For The Period  For The Year  From Inception
                                     04/30/2001      Ended       04/30/2001
                                   to 09/30/2001  09/30/2002    to 09/30/2002
                                  -------------- ------------- --------------

REVENUE
   Miscellaneous                  $           -  $      3,252  $       3,252
                                  -------------- ------------- --------------
OPERATING EXPENSES
   Common Stock Issued
     for Services                             -        10,000         10,000
   Professional Fees                          -        13,660         13,660
   Salaries                                   -        36,400         36,400
   Other                                      -         5,179          5,179
                                  -------------- ------------- --------------
                                              -        65,239         65,239
                                  -------------- ------------- --------------

NET LOSS BEFORE TAXES                         -       (61,987)       (61,987)

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

NET LOSS                          $           -  $    (61,987) $     (61,987)
                                  ============== ============= ==============
Basic and diluted loss per
  common share                    $       (0.00) $       (.01) $        (.01)
                                  ============== ============= ==============
Basic and diluted weighted
  average common shares
  outstanding                         4,000,000     5,734,233      5,687,500
                                  ============== ============= ==============










   See Accompanying Notes to Consolidated Financial Statements

                                3

<PAGE> 10
<TABLE>
<CAPTION>



              AQUENTIUM, INC. (FORMERLY WATERPUR INTERNATIONAL, INC.)
                                 AND SUBSIDIARIES
                           (A DEVELOPMENT-STAGE COMPANY)
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
            FROM INCEPTION (APRIL 30, 2001) THROUGH SEPTEMBER 30, 2002



                                                                                                Shareholders'
                             Preferred                 Common            Paid-In    Accumulated    Equity/
                       Shares        Amount      Shares      Amount      Capital      Deficit     (Deficit)
                      ----------- ----------- ------------ ----------- ------------ ----------- -------------
<S>                   <C>         <C>         <C>          <C>         <C>          <C>         <C>

Founder's capital
 contribution                  -  $        -            -  $        -  $       500  $        -  $        500

Capital contributed
 office space                  -           -            -           -        3,000           -         3,000

Common stock issued
 for reverse merger            -           -    4,000,000      20,000      (20,000)          -             -

Preferred stock
 converted                     -           -    1,000,000       5,000       (5,000)          -             -

Common stock retained
 by shareholders
 April, 2002 for the
 acquisition of
 Aquentium, Delaware
 valued at par value
 per share                     -           -       76,014         380         (380)          -             -

Stock for services             -           -      500,000       2,500        7,500           -        10,000

Acquisitions of
 subsidiaries                  -           -      900,000       4,500       13,500           -        18,000

Net (Loss) for the
 period of April 30,
 2001 through
 September 30, 2002            -           -            -           -            -     (61,987)      (61,987)
                      ----------- ----------- ------------ ----------- ------------ ----------- -------------

                               -  $        -    6,476,014  $   32,380  $      (880) $  (61,987) $    (30,487)
                      =========== =========== ============ =========== ============ =========== =============







           See Accompanying Notes to Consolidated Financial Statements.

                                         4

</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>

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



                                                 For The Period  For The Year From Inception
                                                   04/30/2001      Ended       04/30/01
                                                 to 09/30/2001    09/30/02    to 09/30/02
                                                 -------------- ------------- -------------

                                              <c>            <c>           <c>
Cash Flows from Operations
  Net Loss                                       $           -  $    (61,987) $    (61,987)
  Adjustments To Reconcile Net Loss
  To Net Cash Used by Operating Activities:
    Stock Issued for Service                                 -        10,000        10,000
                                                 -------------- ------------- -------------
    Total Adjustments                                        -       (51,987)      (51,987)

  Increase in Accounts Payable                               -        45,080        45,080
                                                 -------------- ------------- -------------
  Net Cash (Used) in Operating Activities                    -        (6,907)       (6,907)
                                                 -------------- ------------- -------------

Cash Flows From Investing Activities                         -             -             -

Cash Flows From Financing Activities
  Cash Acquired - Acquisitions                               -         4,462         4,462
  Advance - Stockholder/Officer                              -         7,500         7,500
  Capital Contributed - Founder                              -           500           500
  Capital Contributed - Office Space                         -         3,000         3,000
                                                 -------------- ------------- -------------
                                                             -        15,462        15,462
                                                 -------------- ------------- -------------
Net Increase in Cash                                         -         8,555         8,555
Cash - Beginning of Period                                   -             -             -
                                                 -------------- ------------- -------------
Cash - End of Period                             $           -  $      8,555  $      8,555
                                                 ============== ============= =============

Non-Monetary Transactions:
  Issue of 500,000 shares of stock for
   services at $0.02 per share                   $           -  $     10,000  $     10,000

  Office space contributed                       $           -  $      3,000  $      3,000

  900,000 common shares issued for
   acquisitions at $0.02 per share               $           -  $     18,000  $     18,000
                                                 ============== ============= =============

Income Taxes Paid                                $           -  $          -  $          -
                                                 ============== ============= =============

Interest Paid                                    $           -  $          -  $          -
                                                 ============== ============= =============




            See Accompanying Notes to Consolidated Financial Statements

                                         5

</TABLE>
<PAGE> 12


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

1. BUSINESS AND HISTORY
   --------------------

   A. Business
      --------
      Aquentium, Inc. (a Delaware corporation) is a diversified holding
company in the development stage.  (See Note 1 D "Development Stage Company").
Its holdings include a public relations and consulting service and an
early-stage entertainment division that develops and licenses 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.), and the design and development of fiber optic devices for both
sensor and com-systems applications (Fiber Applications Systems Technology,
Inc.).

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

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

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

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

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



                                6

<PAGE> 13

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
   ------------------------------------------

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

      On June 29, 2002, 100% of Fiber Application Systems Technology 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 August 6, 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.

   B. Accounting Period
      -----------------
      The Company's fiscal year-end is September 30th.  The accompanying
consolidated financial statements include the periods from inception, April
30, 2001 through September 30, 2000, October 2001 through September 30, 2002
and the seventeen months from April 30, 2001 (inception) through September 30,
2002.

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

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


                                7

<PAGE> 14

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

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

   F. New Accounting Pronouncements
      -----------------------------
      On July 20, 2001, FASB issued SFAS 141, Business Combinations, and SFAS
142, Goodwill and Intangible Assets.  SFAS 141 is effective for all business
combinations completed after June 30, 2001.  SFAS 142 is effective for fiscal
years beginning after December 15, 2001; however, certain provisions of the
Statement apply to goodwill and other intangible assets acquired between July
1, 2001 and the effective date of SFAS 142.  Major provisions of these
Statements and their effective dates for the Company are as follows:

      *   All business combinations initiated after June 30, 2001 must use the
          purchase method of accounting.  The pooling of interest method of
          accounting is prohibited except for transactions initiated before
          July 1, 2001.
      *   Intangible assets acquired in a business combination must be
          recorded separately from goodwill if they arise from contractual or
          other legal rights or are separable from the acquired entity and can
          be sold, transferred, licensed, rented or exchanged, either
          individually or as part of a related contract, asset or liability.
      *   Goodwill, as well as intangible assets with indefinite lives,
          acquired after June 30, 2001, will not be amortized.  Effective
          January 1, 2002, all previously recognized goodwill and intangible
          assets with indefinite lives will no longer be subject to
          amortization.
      *   Effective January 1, 2002, goodwill and intangible assets with
          indefinite lives will be tested for impairment annually and whenever
          there is an impairment indicator.
      *   All acquired goodwill must be assigned to reporting units for
          purposes of impairment testing and segment reporting.

   G. Continuing Existence
      --------------------
      The Company is a development-stage company with no revenue to date,
negative working capital and a stockholders' deficit.

      The above financial factors raise a substantial doubt about the
Company's ability to continue as a going concern.  The financial statements do
not include any adjustments to reflect the possible effects on the
recoverability and classification of assets or amounts and classifications of
liabilities that may result from the possible inability of the Company to
continue as a going concern.

                                8

<PAGE> 15

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

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

   H. Loss Per Share
      --------------
      Warrants have not been included in the computation of loss per share
because their inclusion would be anti-dulitive.

   I. Goodwill
      --------
      Goodwill represents the excess cost ($18,000) over the net assets
($4,462) of the subsidiaries acquired or $13,538.  Management will test each
subsidiary on an annual basis.  The goodwill, if impaired, will be adjusted.
The criterion for impairment will be the absence of substantial profitable
operations.

3.  STOCK FOR SERVICES
    ------------------

Professional services incurred in connection with the Aquentium, Nevada
acquisition was $10,000 for which 500,000 restricted shares value at $.02 per
share of Aquentium common stock were given to a related party.

4.  STOCKHOLDERS' EQUITY
    --------------------

The unrestricted 1,000,000 common shares owned by Aries have anti-dilution
protection.  The stock will be calculated separately on December 31, 2002,
2003 and as long as Aries continues to hold such stock or a fraction thereof.
The anti-dilution protection is applicable provided that the aggregate market
value of Aquentium's common stock and all spin-offs common stock owned by
Aries is less than $12,000,000.

If at the December 31 calculation date, the value of Aries' outstanding shares
is less than $12,000,000 and Aries owns less than 10% of the outstanding
shares, Aries will be entitled to receive, without any additional payment, a
sufficient number of shares to equal 10% of Aquentium's outstanding shares.

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






                                9

<PAGE> 16

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

5.   INCOME TAXES
     ------------

A reconciliation of the income tax benefit with amounts determined by applying
the statutory U.S. Federal income tax rate to the consolidated income (loss)
is as follows:

                                                      2002          2001
                                                 ------------- -------------
Tax benefit at U.S. statutory rate               $      8,848  $          -
Operating losses with no current tax benefit           (8,848)            -
                                                 ------------- -------------
Total                                            $          -  $          -
                                                 ------------- -------------
DEFERRED ASSETS:
Net operating losses carryforwards               $     58,987  $          -
VALUATION ALLOWANCE                                   (58,987)            -
                                                 ------------- -------------
NET DEFERRED TAX ASSET                           $          -  $          -
                                                 ============= =============

As of September 30, 2002 the Company has a current net operating loss of
$48,987 expiring in 2022.

Because of ownership changes, a major portion of Aquentium, Delaware's net
operating losses prior to April 30, 2001 will not qualify as carry forwards
under the Internal Revenue Code.  The Company has provided a valuation
allowance for the current net operating loss, as it is presently unable to
conclude that it is more likely than not that the net operating losses will be
used.

6.   SUBSEQUENT EVENT
     ----------------

In October 2002, Food Safe, Inc., a Texas corporation was acquired by issuing
250,000 common shares at $.02 per share or $5,000 in exchange for 100% of its
shares.  Food Safe, Inc. did not have any net assets.  The transaction
resulted in $5,000 of goodwill.


                                10

<PAGE> 17


                             PART III

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
2.1     Share Purchase Agreement between WaterPur International, Inc. and
        Aquentium-Nevada, dated April 2, 2002 (Filed February 13, 2003)
2.2     Exchange agreement between Fiber Application Systems Technology, Inc.
        and Aquentium, dated June 29, 2002 (Filed February 13, 2003)
2.3     Share Purchase Agreement between USA Public Auction, Inc. and
        Aquentium, dated August 6, 2002 (Filed February 13, 2003)
2.4     Exchange agreement between Canby Group, Inc. and Aquentium, dated
        September 9, 2002 (Filed February 13, 2003)
2.5     Exchange agreement between Food Safe, Inc. and Aquentium, dated
        October 28, 2002 (Filed February 13, 2003)
3.1     Restated Certificate of Incorporation of Aquentium, as amended (Filed
        February 13, 2003)
3.3     Restated by-laws of Aquentium  (Filed February 13, 2003)
10.1    Share Agreement between Aquentium-Nevada and Aries Ventures, Inc.,
        dated April 2, 2002 (Filed February 13, 2003)
31.1    Principal Executive Officer Certification
31.2    Principal Financial Officer Certification
32.1    Section 1350 Certification

Reports on Form 8-K

     None.

                            SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                        AQUENTIUM, INC.



Date: September 8, 2003                 By: /s/ Mark T. Taggatz
                                           ___________________________________
                                           Mark T. Taggatz
                                           President, CEO, Secretary/Treasurer
                                           Principal Financial Officer and
                                           Director





                                18

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