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

                           FORM 10-KSB

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

        For the fiscal year ended September 30, 2004


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

        Commission file number: No. 0-23402


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

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

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

Issuer's telephone number:  (951) 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 [X]  No [ ]

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

State issuer's revenue for its most recent fiscal year:   $81,412

As of January 12, 2005, the registrant had 15,222,403 shares of common stock
outstanding.  On that date the aggregate market value based on the average bid
and asked price for the voting and non-voting equity held by non-affiliates
was approximately $3,548,870.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format: Yes [ ] No [X]

<PAGE>




                        TABLE OF CONTENTS

                              PART I

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

                             PART II

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

                             PART III

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





                                2

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

        SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

                              PART I

                 ITEM 1.  DESCRIPTION OF BUSINESS

Historical Development

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

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

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

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

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

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


                                3

<PAGE>

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

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

In November 2004 we acquired exclusive worldwide manufacturing and marketing
rights for a containerized habitable structure from Theodore T. Ciotti, an
individual who invented the structures.  Aquentium issued 200,000 shares of
common stock in exchange for the exclusive worldwide manufacturing and
marketing rights of this product.

Our Plan

We are a holding company operating on a consolidated basis with our
wholly-owned subsidiaries, which are development stage companies.  We recorded
miscellaneous revenues of $81,412 during the fiscal year ended September 30,
2004, and we had negative working capital of $314,791 and retained earnings of
$69,226.  Our focus for the next twelve months will be to obtain additional
funding to develop one or more of our subsidiaries and joint venture's
business plans, described below.

Aquentium - Hong Kong  --  This joint venture will market Aquentium's products
and services in Asia. It has several projects in negotiations, but we cannot
assure that these negotiations will result in formal agreements.

Canby Group -- This subsidiary will likely remain inactive for the foreseeable
future. Canby Group is a public relations development stage company structured
with two divisions: Phillips P.R. Review and an early stage entertainment
division.  The Phillips P.R. Review division will offer public relations
services centered around the analysis of a client's existing public relations
and marketing programs.  This division provides expertise in forming or
re-forming the public image of companies; local, national and international
governments, and well known and lesser known people.  The business plan for
the entertainment division is to acquire operating companies within the
entertainment industry which may have products to license or distribute.

Charis Energy -- Charis Energy holds worldwide manufacturing and marketing
rights to a new type of non-silicone solar energy panel.  It intends to obtain
necessary worldwide patents for its new type of solar panel and then develop a
business plan to manufacture and market those solar panels.  Of course the
patent process will require additional funding and we cannot assure that
Charis Energy will be successful in obtaining all of the necessary patents to
move forward with this business plan.

Environmental Waste --  Environmental Waste's business plan is to enter into
joint venture relationships with small recycling companies.  In December 2003
it entered into a joint venture agreement with a recycler; however, that joint
venture was delayed and there can be no assurance that the parties will
perform the joint venture.  Environmental Waste intended to begin operations
in the Las Vegas, Nevada area, but has not been successful in that endeavor.

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

                                4

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Exclusive License for Patent 10/284,748 -- We acquired the exclusive worldwide
manufacturing and marketing rights for patent 10/284,748 and the exclusive
license to the URL (uniform resource locator = electronic address)
"www.instantvillage.net."  The patent relates to a containerized habitable
structure that incorporates the structural integrity and transportability of
modified or purpose-built ISO shipping containers that expand and unfold like
"pop-up books" and have the strength, flexibility and durability of structural
insulated panel construction.  The purpose-built or recycled shipping
containers can be transformed into rudimentary homes in the case of disaster.

Management intends to seek federal and state grants to establish manufacturing
facilities for the production of disaster-relief housing and structures.  The
manufacturing facility will produce expanding, re-deployable, containerized
structures for disaster-relief, such as homes, clinics, offices,
mini-hospitals, barracks, etc.  The structures may be constructed on a grid
system or fully self-sufficient, or a combination of both.  We intend to
devise systems that provide purified water and use solar technology for
electricity.

We will fund two prototype model units within the next twelve months,
estimated to be approximately $30,000 U.S. each.  Management anticipates the
first prototype may be completed within the next 90 days.  Our business plan
is to raise funds during the next two years for the setup and equipping of an
initial manufacturing facility to be located in the United States, as well as
provide the funds as needed for operations, general, administrative expenses
and support of the subsidiary.  We intend to satisfy a production minimum of
30 units per quarter starting 90 days after the manufacturing facility is
completed and all manufacturing materials and components are in place.  We
will make royalty payments per unit based on the production schedule and
production totals.

Other Acquisitions

Our business plan is to seek, investigate, and, if warranted, acquire business
opportunities which are profitable, or we anticipate will become profitable.
The selection of a business opportunity to participate in is complex and
extremely risky and will be made by management in the exercise of its business
judgement; however, none of our management are professional business analysts.
(See, "Part III, Item 9, "Directors and Executive Officers, . . ." below).
There is no assurance that we will be able to identify and acquire a business
opportunity which will ultimately prove to be beneficial to us and our
stockholders.

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

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
the future 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.


                                5

<PAGE>

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 that a market will develop or that
a stockholder ever will be able to liquidate his/her/its investment without
considerable delay, if at all.  If an active market develops, our shares will
likely be subject to the rules of the Penny Stock Suitability Reform Act of
1990. The liquidity of penny stock is affected by specific disclosure
procedures required by this Act.  (See, "Part II, Item 5, Market Information,"
below, for further details.)

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

Competition

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

Employees

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

                 ITEM 2.  DESCRIPTION OF PROPERTY

In December 2003 Aquentium entered into a lease agreement with Tennant Desert
Properties, Inc. for a 90-day lease for 10,000 square feet of a manufacturing
facility with two office spaces.  This property is located in North Palm
Springs, California.  The 90-day lease provided for an option to lease the
entire 84,772 square-foot property and we exercised the option for the entire
property in September 2004.

                    ITEM 3.  LEGAL PROCEEDINGS

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

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

We have not submitted a matter to a vote of our shareholders during the fourth
quarter of the 2004  year.

                             PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

The trading prices of our common stock are reported by Pink Sheets, L.L.C.,
formerly the National Quotation Bureau, under the symbol "AQNM."  Our common
stock is thinly traded and we do not have an active trading market at the time
of this filing.  The following table lists the range of the high and low
closing bid for our common

                                6

<PAGE>

stock for each quarter of the last two fiscal years as reported by Pink
Sheets, L.L.C.  Over-the-counter market bid quotations reflect inter-dealer
prices, without retail mark-up, mark-downs or commissions, and may not
necessarily represent actual transactions.

       Fiscal Quarter Ended             High      Low
       --------------------           -------   ------
       December 31, 2002              $  2.00   $ 0.21
       March 31, 2003                    1.60     1.30
       June 30, 2003                     3.25     1.30
       September 30, 2003                1.75     1.50

       December 31, 2003              $  4.00   $ 0.75
       March 31, 2004                    4.00     1.80
       June 30, 2004                     3.00     0.47
       September 30, 2004                1.50     1.10

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;
     .   authorized for quotation from the NASDAQ stock market;
     .   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 13, 2004 we had 308 stockholders of record, which does not
include "street accounts" of securities brokers.

Dividends

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

Recent Sales of Unregistered Securities

None.

Issuer Purchase of Securities

None.


                                7
<PAGE>

          ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

Executive Overview

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

Our main challenge is to obtain funding to develop the operations of our
subsidiaries.  All of our subsidiaries have been inactive this past fiscal
year due to lack of funding.  As of the date of this filing we have not
finalized agreements for additional funding for any subsidiary.  Our success
will depend upon our ability to access equity capital markets or borrow on
terms that are financially advantageous to us.

Liquidity and Capital Resources

We cannot satisfy our cash requirements and will need to raise capital
externally during the next twelve months.  As of the year ended September 30,
2004 (the "2004 year") we had $20,530 cash on hand and we receive revenues
from the manufacturing facility leases.  Our operating expenses are primarily
related to salaries, rental expense and professional fees.  We have funded our
operations primarily through revenues from leases and capital contributions
from related parties and issuance of our common stock for acquisitions and
services.

Net cash used by operating activities was $51,435 for the 2004 year compared
to $64,365 for the 2003 year.  Net cash provided by investing activities was
$24,980 for the 2003 year compared to $0 for the 2004 year.  The 2003 net cash
provided by investing activities reflects the disposition of Fiber Application
Systems, our former wholly-owned subsidiary, and the write off of our
investment in that subsidiary.

Financing

Management anticipates losses to continue in the foreseeable future and there
can be no assurance that future revenues, if any, will be adequate to absorb
operation and other expense.  Net cash provided by financing activities was
$69,645 for the 2004  year compared to $33,150 for the 2003   year.  Financing
activities were primarily advances from related parties and capital
contributions of office space.

We need additional financing to continue development of our subsidiaries'
operations and we expect that any additional capital will likely be provided
by future loans from related parties or private placements of our common
stock.  Our management has loaned funds to us in the past and we anticipate
that our directors, officers and stockholders may provide future loans.
However, we have not entered into written agreements with these persons and,
therefore, these persons are not obligated to provide funds.  We may repay
these loans, costs of services and advancements with cash, if available, or we
may convert them into common stock.

We anticipate 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.  We do not currently intend to make a public offering of
our stock. We also note that if we issue more shares of our common stock our
shareholders may experience dilution in the value per share of their common
stock.

Commitments and Contingencies

Our commitments consist of operating leases and total current liabilities.  We
recorded lease expenses of $58,128 during the 2004 year related to the
manufacturing facility we lease on a month-to-month basis.  The initial lease
required monthly payments of $4,500 and after we exercised the option to lease
the entire 84,772 square-foot facility

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<PAGE>

in September 2004, the monthly lease amount increased to $31,128.  A portion
of the lease expenses are covered by the lease payments from the other tenants
in the building.

Our total current liabilities include $232,000 of accrued salaries and
$103,195 owed to our President, Mr. Taggatz, for advances.  We are unable to
satisfy these obligations with cash on hand or with revenues.  We may repay
these obligations with cash, when available, or we may convert them into
common stock.

Lock-up/Leak-out Agreement.   On April 2, 2002, Aquentium 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 is discussed below.   If Aries Ventures sells
shares, the anti-dilution protection 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 anti-dilution protection provides that if the aggregate market value of
the shares held by Aries Ventures is less than $12,000,000 and if Aries
Ventures does not own more than 10% of our issued and outstanding common
stock, then it will be entitled to receive newly-issued common shares so that
it will own 10% of the outstanding shares of Aquentium.  The determination for
any adjustment is determined 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.  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.  At December 31, 2002 and 2003, management determined that the
aggregate market value of the shares held by Aries Ventures was less than
$12,000,000; however, Aries Ventures beneficially owned more than 10% of our
outstanding shares.  As a result, Aries Ventures was not entitled to receive
additional shares.

The agreement has a recall provision related to the 250,000 warrants granted
in the transaction.  If we apply for listing and receive written approval for
listing on the American Stock Exchange or the NASDAQ Small Cap or National
Market System during the three year exercise period of the warrants, then
Aquentium 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.

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.

Results of Operations

Our fiscal year ends September 30 and the following discussions are based on
the consolidated operations of Aquentium since its inception date of April 30,
2001.  These discussions should be read in conjunction with our financial
statements for the years ended September 30, 2004 and 2003, included in this
report at Part II, Item 7, below.

                                9
<PAGE>

           Comparison of 2003 and 2004  Year Operations
          ---------------------------------------------

                                        2003            2004
                                    -------------   -------------

Revenues, miscellaneous             $        817    $     81,412

Total operating expenses                 260,727         335,289

Net operating loss                      (259,910)       (253,877)

Gain on sale of investment                     -         645,000

Net earnings (loss)                     (259,910)        391,123

Net earnings (loss) per share       $      (0.05)   $     0.0185

For the 2004 year we recorded miscellaneous revenues primarily from lease
payments from tenants of the manufacturing facility we lease.  Revenues for
the year ended September 30, 2003 (the "2003 year") were from a gain from the
sale of Fiber Application Systems .

Total operating expenses for the 2004 year were primarily related to salaries
of $192,000, rental expense of $58,128 and professional fees of $42,087.  For
the 2003 year our total operating expenses were primarily related to stock
option compensation expense of $100,000 as the result of options granted
during the 2003 year with an exercise price below the fair market value of our
common stock on the date of grant.  Common stock issued for services valued at
$43,200 and salaries of $70,000 were the other significant operating expenses
for the 2003 year.   As a result of our expenses, we recorded a net operating
loss for both the 2004 year and 2003 year.

For the 2004 year, we recognized a gain of $645,000 from the sale of Food
Safe, Inc. in October 2003.  Due to the gain on the sale of this subsidiary we
recorded net earnings of $391,123 for the 2004 year compared to a net loss for
the 2003 year.


Factors Affecting Future Performance

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

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

     We have entered into ventures in foreign countries and our future
     revenues, if any, may be affected by the economies of these countries.

We have entered into a joint venture in Hong Kong, China and international
operations are subject to a number of risks.  These risks include unexpected
changes in regulatory environments, import and export restrictions and
tariffs, difficulties in staffing and managing international operations,
greater difficulty or delay in accounts receivable collection, potentially
adverse recessionary environments and economies outside the United States, and
possible political and economic instability.

     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.


                                10

<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 our
management's attention from other business concerns; risks of entering markets
in which we have no or limited direct prior experience; and, the potential
loss of key employees of the acquired company.  We cannot assure that we will
be successful in developing and implementing a business strategy that provides
for continued growth of all of our subsidiaries.

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

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


Off Balance Sheet Arrangements

None.


                  ITEM 7.  FINANCIAL STATEMENTS


                                11
<PAGE>






                 AQUENTIUM, INC. AND SUBSIDIARIES
                CONSOLIDATED FINANCIAL STATEMENTS
                        SEPTEMBER 30, 2004



                        TABLE OF CONTENTS


Report of Independent Registered Public Accounting Firm                  F-1

Consolidated Balance Sheet as of September 30, 2004                      F-2

Consolidated Statements of Operations for the Year Ended
September 30, 2003 and 2004, and from inception through
September 30, 2004                                                       F-3

Consolidated Statement of Changes in Stockholders' Equity (Deficit)
for the periods from inception through September 30, 2004                F-4

Consolidated Statements of Cash Flows for the Year Ended
September 30, 2003 and 2004 and from inception through
September 30, 2004                                                       F-5

Notes to Consolidated Financial Statements                        F-6 - F-14




<PAGE> 12










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

     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

I have audited the accompanying consolidated balance sheet of Aquentium, Inc.,
a Delaware corporation (a development-stage company) as of September 30, 2004
and the related consolidated statements of operations, stockholders' deficit
and cash flows for the years ended September 30, 2003 and 2004 and the period
from April 30, 2001 (date of inception) through September 30, 2004.  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, 2004 and the results of its operations,
stockholders' deficit and cash flows for the years ended September 30, 2003
and 2004 and from inception (April 30, 2001) through September 30, 2004 in
conformity with accounting principles generally accepted in the United States
of America.

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


/s/ George Brenner
--------------------------------
George Brenner, C.P.A.
Los Angeles, California
January 8, 2005

                                F-1

<PAGE> 13


                AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
                    CONSOLIDATED BALANCE SHEET
                        SEPTEMBER 30, 2004


                              ASSETS

Current Assets
     Cash                                                    $     20,530
     Accounts Receivable                                              871
     Prepaid Expense                                                  103
                                                             -------------

     Total Current Assets                                          21,504

Investment                                                        420,000
                                                             -------------

     TOTAL ASSETS                                            $    441,504
                                                             =============


               LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Loans Payable - Other                                   $      1,100
     Officer/Stockholder Advance                                  103,195
     Salaries Payable - Related Parties                           232,000
                                                             -------------

     TOTAL LIABILITIES                                            336,295
                                                             -------------
STOCKHOLDERS' EQUITY

     Preferred stock ($0.00001 par value)
      10,000,000 shares authorized;
      0 issued and outstanding                                          -
     Common stock ($0.005 par value)
      100,000,000 shares authorized;
      14,480,154 issued and outstanding                            72,401
     Additional Paid In Capital                                   193,582
     Other Comprehensive Income (Loss)                           (230,000)
     Retained Earnings                                             69,226
                                                             -------------

     TOTAL STOCKHOLDERS' EQUITY                                   105,209
                                                             -------------
     TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                                    $    441,504
                                                             =============


   See Accompanying Notes to Consolidated Financial Statements

                               F-2


<PAGE> 14
                AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
              CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                 From
                                                                 Inception
                                                                 April 30,
                                        For the Years Ended      2001 to
                                            September 30,        Sept. 30
                                          2003          2004     2004
                                     ------------- ------------- -------------

REVENUE
   Miscellaneous                     $        817  $     81,412  $     85,481
                                     ------------- ------------- -------------

OPERATING EXPENSES
   Salaries                                70,000       192,000       298,400
   Rental expense                               -        58,128        58,128
   Professional Fees                       22,627        42,087        78,374
   Stock Options Compensation             100,000             -       100,000
   Common Stock Issued for Services        43,200        20,140        73,340
   Impairment Expense                       3,638             -         3,638
   Other                                   21,262        22,934        49,375
                                     ------------- ------------- -------------
                                          260,727       335,289       661,255
                                     ------------- ------------- -------------

NET OPERATING LOSS                       (259,910)     (253,877)     (575,774)

Gain on Sale of Investment                      -       645,000       645,000
                                     ------------- ------------- -------------

NET INCOME (LOSS) BEFORE TAXES           (259,910)      391,123        69,226

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

NET LOSS                             $   (259,910) $    391,123  $    105,209
                                     ============= ============= =============

Basic income (loss) per common share $      (0.05) $       0.03
                                     ============= =============
Basic weighted average common shares
 outstanding                            5,734,233    11,187,376
                                     ============= =============
Fully diluted income (loss) per
 common share                        $      (0.05) $     0.0185
                                     ============= =============
Fully diluted weighted average
 common shares outstanding              5,734,233    21,187,376
                                     ============= =============

   See Accompanying Notes to Consolidated Financial Statements

                               F-3
<PAGE> 15
<TABLE>
<CAPTION>

                AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
     CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
    FROM INCEPTION (APRIL 30, 2001) THROUGH SEPTEMBER 30, 2004

                                                                               Retained    Other       Shareholders'
                         Preferred               Common            Paid-In     Earnings  Comprehensive  Equity/
                       Shares   Amount    Shares         Amount    Capital     (Deficit)   Income       (Deficit)
                      -------- -------- ------------ ----------- ------------ ----------- ------------- -------------
<S>                   <C>       <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)
Stock options
 compensation               -        -            -           -      100,000           -             -       100,000
Stock for services          -        -    2,160,000      10,800       32,400           -             -        43,200
Acquisition of
 subsidiaries               -        -      250,000       1,250        3,750           -             -         5,000
Debt settlement             -        -        2,000          10           30           -             -            40
Capital contributed,
 office space               -        -            -           -        3,000           -             -         3,000
Net (Loss) for the
 year ended
 September 30, 2003         -        -            -           -            -    (259,910)            -      (259,910)
                      -------- -------- ------------ ----------- ------------ ----------- ------------- -------------
                            -        -    8,888,014      44,440      138,300    (321,897)            -      (139,157)
Acquisition of
 Subsidiaries               -        -    2,080,000      10,400      (10,400)          -             -             -
Lease deposit               -        -        5,140          26           77           -             -           103
Stock for services          -        -    1,007,000       5,035       15,105           -             -        20,140
Rescission of 2002
 Acquisition                -        -     (500,000)     (2,500)       2,500           -             -             -
Officer compensation        -        -    3,000,000      15,000       45,000           -             -        60,000
Capital contributed,
 office space               -        -            -           -        3,000           -             -         3,000
Net Income for the
 year ended
 September 30, 2004         -        -            -           -            -     391,123             -             -
Other comprehensive income:
Unrealized loss on stock    -        -            -           -            -                  (230,000)            -
Comprehensive income        -        -            -           -            -           -             -       161,123
                      -------- -------- ------------ ----------- ------------ ----------- ------------- -------------
                            -  $     -   14,480,154  $   72,401  $   193,582  $   69,226  $   (230,000) $    105,209
                      ======== ======== ============ =========== ============ =========== ============= =============


           See Accompanying Notes to Consolidated Financial Statements.

                                       F-4

</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>

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

                                                                         From
                                                                         Inception
                                                 For the Years Ended     April 30,
                                                     September 30,       2001 to
                                                  2003          2004     Sept.30, 2004
                                              ------------- ------------  ------------
<S>                                           <C>           <C>          <C>
Cash Flows from Operations
 Net Income (Loss)                            $   (259,910) $   391,123  $     69,226
 Gain on exchange of stock                               -     (645,000)     (645,000)
 Adjustments To Reconcile Net Loss
  To Net Cash Used by Operating Activities:
   Stock Options Compensation                      100,000            -       100,000
   Stock Issued for Service                         43,240       80,140       133,380
   Impairment Expense                                3,638            -         3,638
   Accounts Receivable                                   -         (871)         (871)
   Accounts Payable                                (21,333)      (8,827)      (15,080)
   Salaries Payable                                 70,000      132,000       232,000
                                              ------------- ------------  ------------
Net Cash (Used) in Operating Activities            (64,365)     (51,435)     (122,707)
                                              ------------- ------------  ------------
Cash Flows From Investing Activities
 Disposition of Subsidiary                          15,080            -        15,080
 Write Off - Subsidiary Investment                   9,900            -         9,900
                                              ------------- ------------  ------------
                                                    24,980            -        24,980
                                              ------------- ------------  ------------
Cash Flows From Financing Activities
 Cash Acquired - Acquisitions                            -            -         4,462
 Loan Payable, Other                                     -        1,100         1,100
 Advance - Stockholder/Officer                      30,150       65,545       103,195
 Capital Contributed - Founder                           -            -           500
 Capital Contributed - Office Space                  3,000        3,000         9,000
                                              ------------- ------------  ------------
                                                    33,150       69,645       118,257
                                              ------------- ------------  ------------
Net Increase (Decrease) in Cash                     (6,235)      18,210        20,530
Cash - Beginning of Period                           8,555        2,320             -
                                              ------------- ------------  ------------
Cash - End of Period                          $      2,320  $    20,530  $     20,530
                                              ============= ============ =============
Non-Monetary Transactions:
 Issue of stock for services at $0.02
   per share, 2,660,000 and 1,007,000,
   respectively                               $     43,200  $    20,140  $     73,340
 Issue of 2,000 shares of stock for
   debt settlement                                      40            -            40
 1,150,000 common shares issued for
   acquisitions at $0.02 per share                   5,000            -        23,000
 Issue 3,000,000 shares for salary
   at $0.02 per share                                    -       60,000        60,000

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


     See Accompanying Notes to Consolidated Financial Statements

                                 F-5

</TABLE>
<PAGE> 17



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


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

A.  Business
    --------
Aquentium, Inc. (a Delaware corporation) is a diversified holding company in
the development stage.  (See Note 2 D "Development Stage Company").  Its
holdings include a public relations and consulting service and an early-stage
entertainment division that 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.), the design 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, 2004, however, See Note 2A, "Acquisitions and
Dispositions".

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

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

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

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


                               F-6

<PAGE> 18

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

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

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

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
    -------------------------------------------
A.  Acquisitions and Dispositions
    -----------------------------
Subsequent to Aquentium, Delaware acquiring Aquentium, Nevada, the following
acquisitions were made:

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

On March 12, 2003 FAST was disposed of for 500,000 preferred shares of Alpha
Solarco, Inc. a publicly traded company.  The preferred shares can be
converted into 5,000,000 common shares.  Because Alpha Solarco stock is thinly
traded no value has been assigned to this transaction.  An $817 gain, measured
by the accounts payable, cash reduction and $9,900 cost basis, has been
recognized.

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

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

On October 28, 2002 100% of Food Safe, Inc. a Texas corporation was acquired
for 250,000 common shares valued at $5,000 in exchange for 100% of its shares.
Food Safe was sold on October 29, 2003 to a publicly traded corporation
(eFoodSafety.com Inc.).  Aquentium received 500,000 (split 3 to 1 on December
8, 2003) restricted shares valued at $650,000 resulting in a gain of $645,000.
 The Company carries its investment at a market value discounted at 15% for
restricted stock.  The $230,000 temporary loss has been recorded as other
comprehensive loss and reflected in the Statement of Stockholders' Equity
(Deficit).


                               F-7



<PAGE> 19
                 AQUENTIUM, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (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.

B.  Accounting Period
    -----------------
The Company's fiscal year-end is September 30th.  The accompanying
consolidated financial statements include the years ended September 30, 2003
and 2004 and the period from April 30, 2001 (inception) through September 30,
2004.

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

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

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

F.  New Accounting Pronouncements
    -----------------------------
In November 2003, the EITF reached a consensus on Issue 03-01, The Meaning of
Other-Than-Temporary Impairment and its Application to Certain Investments
(EITF 03-01). EITF 03-01 establishes additional disclosure requirements for
each category of FAS 115 investments in a loss position. Effective for years
ending after December 15, 2003, companies must disclose the aggregate amount
of unrealized losses, and the aggregate related fair value of their
investments with unrealized losses. Those


                               F-8

<PAGE> 20

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

F.  New Accounting Pronouncements (continued)
    -----------------------------------------
investments are required to be segregated by those in a loss position for less
than 12 months and those in a loss position for greater than 12 months.
Additionally, certain qualitative disclosures should be made to clarify a
circumstance whereby an investment's fair value that is below cost is not
considered other-than-temporary.

In November 2003, the EITF reached a consensus on Issue 03-10, Application of
EITF 02-16 by Resellers to Sales Incentives Offered to Consumers by
Manufacturers, addressing how a reseller is to account for the redemption of a
manufacturer's coupon by a consumer at the reseller's location (EITF 03-10).
EITF 03-10 eliminates the option that permitted resellers to report the value
of the consideration received as a reduction in costs of goods sold, but
rather mandates that it be recorded as revenue. EITF 03-10 is applicable to
new arrangements, including modifications to existing arrangements, entered
into in fiscal periods beginning after November 25, 2003. The provisions of
this consensus do not have a significant effect on our financial position or
operating results.

In December 2003, the FASB issued SFAS No. 132 (revised 2003), Employers'
Disclosures about Pensions and Other Postretirement Benefits. SFAS No. 132
(revised 2003) revises employers' disclosures about pension plans and other
postretirement benefit plans. The statement does not change the measurement or
recognition of those plans required by SFAS No. 87, Employers' Accounting for
Pensions, SFAS No. 88, Employers' Accounting for Settlements and Curtailments
of Defined Benefit Pension Plans and for Termination Benefits, and SFAS No.
106, Employers' Accounting for Postretirement Benefits Other Than Pensions.
The revised statement retains the disclosure requirements contained in the
original SFAS No. 132 and requires additional disclosures about the assets,
obligations, cash flows, and net periodic benefit cost of defined benefit
pension plans and other defined benefit postretirement plans. The revised
statement is effective for fiscal years ending after December 15, 2003.  The
adoption of SFAS No. 132 (revised) did not affect our financial condition or
results of operations.

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






                               F-9

<PAGE> 21


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

G.  Continuing Existence (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 and stock options have not been included in the September 30, 2003
computation of loss per share because their inclusion would be anti-dulitive.

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


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

Stock for professional services was 1,007,000 and 2,160,000 restricted shares
valued at $.02 per share for the years ended September 30, 2004 and 2003,
respectively.


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 and Aries owns less than 10% of the outstanding
shares.  Aries will then be entitled to receive, without any additional
payment, a sufficient number of shares to equal 10% of Aquentium's outstanding
shares.

At December 31, 2003, Aries owned 10.1% of the outstanding shares of the
Company.  As of September 30, 2004, Aries owned 6.9% of the shares of the
Company, and under the terms of the agreement could be entitled to shares
sufficient to have 10% of the outstanding shares at December 31, 2004,
depending on other terms of the agreement.

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.

                               F-10
<PAGE> 22



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

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

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

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

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

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

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

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

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

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


6.  DEFERRED INCOME TAXES
    ---------------------

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

                               F-11

<PAGE> 23

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

The provision for income taxes is composed of the following:


                                    2004        2003      Inception
                                ----------  ----------  ------------
   Federal                      $ (35,000)  $ (16,000)  $  (59,000)
   State                           (6,000)     (3,000)     (10,000)
                                ----------  ----------  ------------
   Total deferred tax asset     $ (41,000)  $ (19,000)  $  (69,000)
                                ----------  ----------  ------------

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

                                         2004        2003      Inception
                                      ----------  ----------  ------------
    Income tax at the federal
      statutory rate of 35 percent    $ 136,000   $ (91,000)  $    24,000
    State, net of federal benefit        22,000     (15,000)        4,000
    Nondeductible accruals and other   (201,000)     87,000       (97,000)
    Change in valuation allowance        42,000      19,000        69,000
                                      ----------  ----------  ------------
    Total provision for income taxes  $       0   $       0   $         0
                                      ----------  ----------  ------------

The deferred tax adjustments are comprised of stock options compensation
($100,000), stock for service expense ($73,340) and officers' salaries accrued
but not paid $232,000 and an unrealized loss on the exchange of stock
($645,000) aggregating $(239,660).  The net operating loss (NOL) carry
forwards expire in years from 2022 to 2024.

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















                               F-12

<PAGE> 24




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

7.  RELATED PARTIES TRANSACTIONS
    ----------------------------

Mart T. Taggatz, President, CEO and Chairman of the Board had the following
transactions with the Company:
a) Advanced $103,195 to the Company and affiliates through September 30, 2004.
b) Received unpaid compensation of $222,000 as salary payable at September 30,
   2004, with $60,000 of deferred compensation satisfied by the issuance of
   3,000,000 shares of restricted stock.
c) Was granted on February 21, 2003 10,000,000 stock options exercisable at
   $.01 per share.

Sherry L. Wilson (spouse of Mark T, Taggatz) had the following transactions
with the Company:
a) Received unpaid compensation aggregating $10,000 as salary payable at
   September 30, 2004,
b) Received 2,500,000 shares of common stock valued at $0.02 per share or
   $50,000 for consulting services.

The Company leases space to eFoodsafety.com, a related party in which by Mark
Taggatz is the CEO.

8.  COMMITMENTS AND CONTINGENCIES
    -----------------------------

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

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


9.  OTHER COMPREHENSIVE INCOME (LOSS)
    ---------------------------------

The components of accumulated other comprehensive loss are summarized below.

                                       Change in net       Total
                                       unrealized holding  accumulated other
                                       gains and losses    comprehensive
                                       on investments      income (loss)
                                       ------------------- ------------------
    Balance at September 30, 2003      $               0   $              0
    Current period change                       (230,000)          (230,000)
    Balance at September 30, 2004      $        (230,000)  $       (230,000)

                               F-13

<PAGE> 25


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


10.  SUBSEQUENT EVENTS
     -----------------

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

                               F-14


<PAGE> 26

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

We have not had a change in, or disagreement with, our independent accountant
for the years ended September 30, 2003 and 2004.

                 ITEM 8A. CONTROLS AND PROCEDURES

Our Chief Executive Officer, who also acts in the capacity of our principal
financial officer, has reevaluated the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this report and
determined that there continued to be no significant deficiencies in these
procedures.  Also, there were no changes made or corrective actions to be
taken related to our internal control over financial reporting.

                   ITEM 8B.  OTHER INFORMATION
None.


                             PART III

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

Directors and Executive Officers

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

                                                                 Director
Name               Age  Position Held                            Since
---------------   ----- ---------------------------------------- -------------
Mark T. Taggatz    40   President, CEO, Secretary/Treasurer      April 2, 2002
                        and Chairman of the Board

Mark T. Taggatz was appointed Chairman of the Board on April 2, 2002 and he
was appointed as President and Chief Executive Officer on April 15, 2002.  He
assumed the duties of Secretary/Treasurer in May 2003.  He is the President of
Wall Street Marketing Group, Inc., a public relations and sales and marketing
company and he has been with that company since 1997.  He has served as
President and CEO of eFoodSafety.com since September 27, 2004.  Mr. Taggatz
formerly was employed in the stock brokerage business as a stockbroker,
partner, and president of various brokerage firms.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires our directors,
executive officers and persons who own more than five percent of a registered
class of our equity securities to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes in ownership of
our common stock.  Officers, directors and greater than ten-percent beneficial
owners of our common stock are required by SEC regulations to furnish us with
copies of all Section 16(a) reports they file and provide written
representation that no Form 5 is required.  Based upon review of the forms and
representations furnished to us during the fiscal year ended September 30,
2004, we believe that our director and president, Mark T. Taggatz, failed to
timely file Forms 4 related to thirteen transactions.  Sherry L. Wilson, a
more than 10% shareholder, failed to timely file Forms 4 related to ten
transactions.  The Taggatz Family Trust, a more than 10% shareholder, failed
to timely file Forms 4 related to two transactions.

                                27


<PAGE>

Code of Ethics

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

Audit Committee Financial Expert

We do not have an auditing committee nor an audit committee financial expert.

                 ITEM 10.  EXECUTIVE COMPENSATION

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

                    SUMMARY COMPENSATION TABLE

                           Annual Compensation       Long Term Compensation
                           --------------------      ----------------------
                                                            Awards
                                                            -------
                                       Other         Securities   All
Name and principal  Fiscal             annual        underlying   other
position            Year   Salary      compensation  options/SARs compensation
------------------  ------ ----------- ------------- ------------ ------------
Mark T. Taggatz      2004  $132,000(1) $ 60,000(2)             0  $       0
President, CEO       2003    60,000(1)        0       10,000,000     12,000(3)
Secretary/Treasurer  2002    30,000(1)        0                0          0
Chairman

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

Compensation of Directors

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

Employment Contracts

We have not entered into any employment contracts with our executive officer.

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


Securities Authorized Under Equity Compensation Plans

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

                                28
<PAGE>


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

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

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

Beneficial Owners

The following table sets forth the beneficial ownership of our outstanding
common stock by our management and each person or group known to us to own
beneficially more than 5% of our outstanding common stock.  Beneficial
ownership is determined in accordance with the rules of the SEC and generally
includes voting or investment power with respect to securities.  Due to these
rules two or more persons may be deemed to be the beneficial owners of the
same securities.  Except as indicated by footnote, the persons named in the
table below have sole voting power and investment power with respect to the
shares of common stock shown as beneficially owned by them.  The percentage of
beneficial ownership is based on 15,222,403 shares of common stock outstanding
as of January 12, 2005, plus any shares which each of the following persons
may acquire within 60 days by the exercise of warrants and/or options.



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

Name and address of                 Number of shares of        Percentage
beneficial owners                   common stock               of class
--------------------------------    ------------------------   -----------
Aries Ventures, Inc.                   1,250,000 (1)                8.1%
28729 Canwood Street, Suite 207
Agoura Hills, CA 91301

Sherry L. Wilson                      15,836,025 (2)               62.8%
29743 Vacation Drive
Canyon Lake, CA 92587


                                29

<PAGE>

Taggatz Family Trust                  15,501,500 (3)               59.5%
31500 Grape Street, Suite 3401
Lake Elsinore, CA 92532

(1)   Includes 1,000,000 shares held by Aries Ventures and 250,000 shares to
      be issued to Aries Ventures upon the exercise of warrants.
(2)   Represents 2,334,525 shares held by Ms. Wilson and 13,501,500 shares
      owned by her spouse, Mark T. Taggatz.
(3)   Represents 1,500,000 shares held by the trust and 13,501,500 shares
      beneficially owned by its trustee, Mark T. Taggatz.


                            MANAGEMENT
                            ----------

Name and address of                Number of shares           Percentage
beneficial owners                  common stock               of class
--------------------------------   ------------------------   -----------
Mark T. Taggatz                    17,336,025 (4)             68.7%
31500 Grape Street, Suite 3401
Lake Elsinore, CA 92532

(4)  Represents 3,501,500 shares and options to purchase 10,000,000 shares
     owned by Mr. Taggatz; includes 2,334,525 shares held by his spouse; and
     1,500,000 shares held by the Taggatz Family Trust.

Changes in Control

On January 12, 2005 the board of directors authorized the creation of a voting
preferred stock to be issued to Mark T. Taggatz in consideration for his
services to the company.  The voting preferred stock will have a preference
that  entitles Mr. Taggatz to have a vote equal to 52% of the issued and
outstanding of the common stock.  Management intends to file the certificate
of designation of rights and preferences with the state of Delaware within the
next 60 days.

     ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

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

During the 2004 year Mr. Taggatz advanced $103,195 to Aquentium and its
subsidiaries.  These advances were not formalized agreements with established
interest rates. During the 2003 year Mr. Taggatz advanced an $30,150 to
Aquentium and during the 2002  year he advanced $7,500.

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

                                30
<PAGE>

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

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

                        ITEM 13.  EXHIBITS

2.1  Share Purchase Agreement between WaterPur International, Inc. and
     Aquentium-Nevada, dated April 2, 2002  (Incorporated by reference to
     exhibit 2.1 for Form 10-KSB, as amended, filed on February 13, 2003)
2.2  Share Purchase Agreement between USA Public Auction, Inc. and Aquentium,
     dated August 6, 2002  (Incorporated by reference to exhibit 2.3 for Form
     10-KSB, as amended, filed on February 13, 2003)
2.3  Exchange agreement between Canby Group, Inc. and Aquentium, dated
     September 9, 2002  (Incorporated by reference to exhibit 2.4 for Form
     10-KSB, as amended, filed on February 13, 2003)
2.4  Agreement for the Exchange of Common Stock between Aquentium and Charis
     Energy Development, Inc., dated December 5, 2003 (Incorporated by
     reference to exhibit 2.1 to Form 8-K filed December 22, 2003)
2.5  Agreement for the Exchange of Common Stock between Aquentium and
     Environmental Waste Management, Inc., dated January 6, 2004 (Incorporated
     by reference to exhibit 2.1 to Form 8-K filed February 2, 2004)
3.1  Restated Certificate of Incorporation of Aquentium, as amended
     (Incorporated by reference to exhibit 3.1 for Form 10-KSB, as amended,
     filed on February 13, 2003)
3.2  Restated by-laws of Aquentium  (Incorporated by reference to exhibit 3.3
     for Form 10-KSB, as amended, filed on February 13, 2003)
10.1 Share Agreement between Aquentium-Nevada and Aries Ventures, Inc., dated
     April 2, 2002  (Incorporated by reference to exhibit 10.1 for Form
     10-KSB, as amended, filed on February 13, 2003)
10.2 2003 Stock Option Plan (Incorporated by reference to exhibit 10.2 for
     Form 10-KSB, as amended, filed on December 29, 2003)
10.3 Lease agreement between Aquentium and Tennant Desert Properties, LLC,
     dated December 19, 2003 (Incorporated by reference to exhibit 3.3 for
     Form 10-KSB, as amended, filed December 29, 2003)
10.4 Exclusive Licensing Agreement of US Patent Application 10/284,748 between
     Aquentium and Thomas Ciotti, dated November 5, 2004 (Incorporated by
     reference to exhibit 10.1 for Form 8-K, filed November 17, 2004)
21.1 Subsidiaries of Aquentium
31.1 Chief Executive Officer Certification
31.2 Principal Financial Officer Certification
32.1 Section 1350 Certification


         ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees - Our independent auditor, George Brenner, Certified Public
Accountant, has billed an aggregate of $10,000 for the 2003 year and $13,020
for the 2004 year for professional services rendered for the audit of our
annual financial statements and review of the financial statements included in
our quarterly reports.  Our independent auditor has not billed us for any
audit-related fees, tax fees or other fees for the past two fiscal years.

We do not have an audit committee and as a result our entire 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.  As a
result, we do not rely on pre-approval policies and procedures.

                                31

<PAGE>

                            SIGNATURES


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

                                  AQUENTIUM, INC.


                                      /s/ Mark T. Taggatz
Date: January 13, 2005            By: _______________________________________
                                      Mark T. Taggatz
                                      President

In accordance with the Exchange Act this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.



                                  /s/ Mark T. Taggatz
Date: January 13, 2005            ___________________________________________
                                  Mark T. Taggatz,
                                  Chairman of the Board, President,
                                  Chief Executive Officer,
                                  Secretary/Treasurer,
                                  Principal Financial Officer
                                  Principal Accounting Officer


                                32