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

                          FORM 10-KSB/A
                         Amendment No. 1

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

           For the fiscal year ended September 30, 2003


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

               Commission file number: No. 0-23402

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

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

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

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

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

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.  Yes [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:   $817

As of December 12, 2003, the registrant had 8,930,263 shares of common stock
outstanding.  Since the registrant does not have an active trading market, a
market value of the 3,425,338 shares of voting stock held by non-affiliates
cannot be determined.

Documents incorporated by reference: None.

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


<PAGE>

                         EXPLANATORY NOTE

     This report amends Note 8 to the financial statements and related
discussions in Part II, Item 6, "Disposition of Subsidiaries" to correct the
amount of shares issued to Aquentium by eFoodsafety.com from 600,000 to
500,000.  Also, Aquentium finalized a lease agreement on December 31, 2003,
after the 10-KSB was filed and we have presented information related to this
event in Part I, Item 2 and Part II, Item 6.


                        TABLE OF CONTENTS

                              PART I

Item 1.  Description of Business.............................................3
Item 2.  Description of Property.............................................6

                             PART II

Item 6.  Management's Discussion and Analysis or Plan of Operation...........6
Item 7.  Financial Statements ..............................................10

                             PART III

Item 13.  Exhibits and Reports on Form 8-K..................................25
Signatures..................................................................25















                                2
<PAGE>

                    FORWARD LOOKING STATEMENTS

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

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



                              PART I

                 ITEM 1.  DESCRIPTION OF BUSINESS

Historical Development

      Aquentium, Inc. was incorporated in the state of Delaware on April 3,
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.

      During our fiscal year ended September 30, 2002, we acquired three
wholly-owned subsidiaries.  In July 2002 we acquired Fiber Application Systems
Technology, Inc., a privately held Ontario, Canada corporation.  This company
was a fiber-optic development company.  We acquired USA Public Auction, Inc.,
a privately held Nevada corporation, in August 2002.  This company had
developed proprietary software designed to operate an online auction web site
for new and used car dealerships.  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.  (See, "Subsidiaries" and "Part II, Item 6,
Acquisition Treatment" below, for further details.)

      During the fiscal year ended September 30, 2003, we acquired another
wholly-owned subsidiary and sold one of our subsidiaries.  In the interim
period after the fiscal year end we have sold another subsidiary.  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.  However, we sold this company
on October 29, 2003.  We also sold Fiber Application Systems Technology, Inc.
on March 12, 2003.  (See, "Subsidiaries" and "Part II, Item 6, Subsidiaries,"
below, for further details.)

      On December 5, 2003, we entered into an agreement to acquire Charis
Energy Development, Inc., a privately held Nevada corporation ("Charis
Energy").  Charis Energy owns the worldwide manufacturing and marketing rights
to a new type of solar panel.  (See, "Subsidiaries" and "Part II, Item 6,
Subsidiaries," below, for further details.)

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 $817 during the fiscal year ended September 30,
2003, and we had negative working capital of $139,157 and an accumulated
deficit of $321,897.


                                3

<PAGE>

      Our business plan is to seek, investigate, and, if warranted, acquire
business opportunities which are profitable, or we anticipate will become
profitable.  Our management believes that companies who desire a public market
to enhance liquidity for current stockholders or plan to acquire additional
assets through issuance of securities rather than for cash will be potential
acquisition candidates.

      The selection of a business opportunity in which to participate 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 completed four
acquisitions of business opportunities during the past two years; however,
only one subsidiary recorded minimal revenues.  We sold two of those
subsidiaries during the past year and have been unable to obtain adequate
funding to develop the other subsidiaries.

      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.
Sources may include our officers and directors, our stockholders, professional
advisors, such as attorneys and accountants, securities broker-dealers,
investment banking firms, venture capitalists, members of the financial
community and others who may present unsolicited proposals.  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.

      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.

      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 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

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<PAGE>

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 have
minimal operations.

Subsidiaries

      Our subsidiaries are development stage companies and have not recorded
revenues.

      Charis Energy Development, Inc. - We have completed the acquisition of
Charis Energy, a development stage company with minimal operations.  Charis
Energy owns worldwide manufacturing and marketing rights to a new type of
non-silicone solar energy panel.  It intends to file patent applications in
foreign countries and then launch the marketing and manufacturing of the solar
panel.  Aquentium finalized a lease agreement in late December 2003 for a
manufacturing facility to be used for production of the solar panels (See.,
"Item 2. Description of Property," below).  Management is seeking funding for
the manufacture of these solar panels; however, there can be no assurance that
we will be successful in obtaining the necessary funding.

      USA Public Auction, Inc. - USA Public Auction has developed proprietary
software that allows new and used car dealers to have a fully operational,
live, online auction web site.  USA Public Auction's software has the
potential to bring customers and leads to car dealers.  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.

      Canby Group, Inc. - 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 offers public
relations services centered around the analysis of a client's existing public
relations and marketing programs.  This division is based on the founder, Hal
Phillips', forty (40) years of experience in the industry.  This division
provides expertise in forming or re-forming the public image of companies;
local, national and international


                                5

<PAGE>

governments, and well-known and lesser known people.  The purpose of the
entertainment division is to acquire operating companies within the
entertainment industry which may have products to license or distribute.


                 ITEM 2.  DESCRIPTION OF PROPERTY

      Aquentium finalized a lease on December 31, 2003, for office and
manufacturing space located in Palm Springs, California.  The lease is for
10,000 square feet of manufacturing space, with two office spaces and parking
for $4,500 per month.  The space is located in a building with approximately
84,772 square feet.  The lease term is for 90 days, starting on January 1,
2004 and ending on March 31, 2004.  The lease includes an option to lease the
entire building during the term of the lease, but if the 100% lease is not
finalized by April 1, 2004, then the lease converts to a month-to-month lease.
Management believes this space will be sufficient to launch the manufacturing
operations of Charis Energy.

                             PART II

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

Overview

      Aquentium, Inc. is a diversified holding company with wholly-owned
subsidiaries that are in the development stage.  During the past two years we
have focused our attention on the acquisition of subsidiaries with the intent
to acquire subsidiaries that may generate revenues in the future.  We acquired
four subsidiaries during the past two years; however, none of those companies
generated revenues in the 2003 fiscal year.  We sold two of the subsidiaries
as a result of our inability to raise sufficient funding to develop their
operations.  The remaining  two subsidiaries are inactive.  (See,
"Subsidiaries," below.)

      Charis Energy, our recently acquired wholly-owned subsidiary intends to
obtain 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.

Going Concern

       We are a development stage company and we did not record revenues for
the fiscal year ended September 30, 2003 (the "2003 fiscal year") and recorded
revenues of $3,252 for the year ended September 30, 2002 (the "2002 fiscal
year").  Based upon these factors our independent auditors have expressed the
opinion that there is substantial doubt that we can continue as a going
concern.  However, our plan is to continue to seek and acquire business
opportunities with profitable operations or with the potential to develop
profitable operations in the short term.

Liquidity and Capital Resources

      We have funded our operations primarily through capital contributions
from related parties and issuance of our common stock for acquisitions and
services.  At September 30, 2003, we had $2,320 cash on hand with total assets
of $7,320 compared to $8,555 cash on hand with total assets of $22,093 at the
fiscal year ended September 30, 2002.  Total assets decreased as a result of
disposition of one of our subsidiaries and the determination that goodwill
related to Canby Group and USA Public Auction was considered impaired and
$3,638 of goodwill was expensed.  Total liabilities at September 30, 2003,
were $146,477 compared to total liabilities of $52,580 at the 2002 fiscal year
end.  Our accumulated deficit was $321,897 at September 30, 2003, compared to
$61,987 at September 30, 2002.

      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.  We need additional financing to launch
the manufacturing operations of Charis Energy and continue development of our
other subsidiaries' operations.  Management expects 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

                                6

<PAGE>

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 principal commitments as of September 30, 2003, were related to
accrued salaries of $100,000 and $37,650 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.

      On December 31, 2003, we were obligated to pay $18,000 in Aquentium
common stock for a 90 day lease of a 10,000 square foot manufacturing facility
and two office spaces.  As part of this lease, we have an option to lease the
entire building for $61,518 during the lease period.  However, if we are
unable to obtain the necessary funding to lease the entire building, the lease
for the 10,000 square feet will convert to a month-to-month lease.  Our
exercise of the option to lease the entire building will be dependent upon our
ability to obtain funding to equip and staff the manufacturing facility and
obtain purchase orders for the Charis Energy solar panels.  As discussed
above, management is seeking additional funding, but has not entered into any
formal agreements for funding as of the date of this filing.

      Lock-up/Leak-out Agreement.   On April 2, 2002, Aquentium-Nevada entered
into an agreement to satisfy outstanding debts and claims Aries Ventures,
Inc., a Nevada corporation, held against WaterPur International.  Aries
Ventures held preferred stock it had purchased from WaterPur International in
1997 and had not converted.  On June 8, 2002, Aries Ventures agreed to convert
the preferred shares it held for 1,000,000 of our common shares and warrants
to purchase another 250,000 shares at an exercise price of $1.00 for a three
year term.  The warrants and the underlying common stock have unlimited piggy
back registration rights.

      Based on the agreement, Aries Ventures agreed to a lock-up/leak-out
arrangement which limited the number of shares Aries Ventures could sell into
the public market to 250,000 shares per quarter, cumulatively, for the 2002
calendar year.  As of the date of this filing, Aries Ventures has not sold any
shares or exercised any warrants.  We also agreed to provide anti-dilution
protection for the shares which 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, 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


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<PAGE>

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.

Subsidiaries

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

      On June 29, 2002, we entered into an agreement to acquire Fiber
Application Systems Technology, Inc., an Ontario, Canada corporation.  In an
arm's-length transaction, we issued 500,000 common shares valued at
approximately $10,000 in a stock-for-stock exchange for 100% of the
outstanding shares of Fiber Application Systems.  We acquired net assets of
$100 and goodwill valued at $9,000.  Fiber Application Systems recorded
revenues of $3,252 for the 2002 fiscal year, but did not record revenues in
the 2003 fiscal year.

      On August 6, 2002, we agreed to acquire USA Public Auction, Inc., a
Nevada corporation, in an arm's-length transaction.  We acquired USA Public
Auction by issuing 250,000 common shares valued at approximately $5,000 in a
stock-for-stock exchange for 100% of the USA Public Auction shares.  We
acquired approximately $4,280 in assets and goodwill valued at $638.  USA
Public Auction did not record any revenues for the 2002 or 2003 fiscal years.

      On September 9, 2002, we entered into an agreement to acquire Canby
Group Inc., a California corporation.  In an arm's-length transaction, we
issued 150,000 common shares, valued at approximately $3,000, in a
stock-for-stock exchange for the Canby Group common stock.  We acquired
goodwill valued at $3,000.  Canby Group did not record any revenues for the
2002 or 2003 fiscal years.

      On October 28, 2002, we agreed to acquire Food Safe, Inc., a Texas
corporation.  We issued 250,000 common shares valued at approximately $5,000
through a stock-for-stock exchange for 100% of Food Safe's shares.  We
acquired goodwill valued at $5,000.  Food Safe did not record any revenues for
the 2002 or 2003 fiscal years.

      Disposition of Subsidiaries.   On March 12, 2003, we sold our 100%
interest in Fiber Application Systems Technology, Inc. to Alpha Solarco, Inc.,
a Colorado corporation.  Alpha Solarco acquired Fiber Application Systems with
500,000 ten dollar convertible preferred shares of Alpha Solarco in exchange
for 100% of Fiber Application Systems' shares.  Because the Alpha Solarco
stock is thinly traded, no value has been assigned to the preferred stock.  We
recognized a gain of $817 for the sale.  The proceeds from the sale were
$10,717, representing an accounts payable decrease of $15,080 and a cash
decrease of $4,363.

      We sold Food Safe, Inc. in October 2003 to eFoodSafety.com, Inc., a
Nevada corporation, for 500,000 restricted shares of eFoodSafety.com.  The
transaction was valued at approximately $650,000 based on the average market
price of eFoodSafety.com's common stock and applying a reduction for the
restriction on the sale of the shares until registered or an exemption from
registration is available.  We intend to recognize a gain of $645,000 in the
first quarter of the 2004 fiscal year from this transaction.  After the sale
was completed, eFoodSafety.com effected a 1-to-3 forward of its common stock
on November 21, 2003, and Aquentium now holds 1,500,000 shares of that
company.


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<PAGE>

Results of Operations

      Our fiscal year ends September 30 and the following discussions are
based on the consolidated operations of Aquentium-Nevada since its inception
date of April 30, 2001, and Fiber Application Systems, USA Public Auction,
Canby Group and Food Safe.  These discussions should be read in conjunction
with our financial statements for the years ended September 30, 2003 and 2002,
included in this report at Part II, Item 7, below.

      Comparison of 2003 and 2002 Fiscal Year.  For the 2003 fiscal year, we
recorded consolidated miscellaneous revenues of $817 compared to consolidated
revenues of $3,252 for the 2002 fiscal year.  The 2002 fiscal year revenues
were from professional fees earned by Fiber Application Systems.  Total
operating expenses were $260,727 for the 2003 fiscal year compared to $65,239
for the 2002 fiscal year.  Stock option compensation expense of $100,000 was
recorded in the fourth quarter of the 2003 fiscal year due to options granted
during the 2003 fiscal year with an exercise price below the fair market value
of our common stock on the date of grant.  Salaries represented $70,000, or
26.8%, of total operating expenses for the 2003 fiscal year compared to
$36,400, or 55.8%, of total operating expenses for the 2002 fiscal year.
Professional fees primarily related to our acquisitions were $22,627, or 8.7%,
of total operating expenses compared to $13,660, or 20.9%, of our total
operating expenses for the 2002 year.  The value of stock issued for services
was $43,200, or 16.6%, of total operating expenses for the 2003 fiscal year
compared to $10,000, or 15.3%, of total operating expenses.

      We recorded a net loss of $259,910 for the 2003 fiscal year compared to
a net loss of $61,987 for the 2002 fiscal year. Our net loss per common share
was $0.05 for the 2003 fiscal year compared to $0.008 for the 2002 fiscal
year.

      Net cash used by operating activities was $64,365 for the 2003 fiscal
year compared to $6,907 for the 2002 fiscal year.  Net cash provided by
investing activities was $24,980 for the 2003 fiscal year compared to $0 for
the 2002 fiscal year.  The 2003 amount reflects the disposition of Fiber
Application Systems, our former wholly-owned subsidiary, and the write off of
our investment in that subsidiary.  Net cash provided by financing activities
was $33,150 for the 2003 fiscal year compared to $15,462 for the 2002 fiscal
year.  Financing activities were primarily capital contributions and advances
from related parties.

Factors Affecting Future Performance

      We have recorded a net loss for the fiscal years ended September 30,
      2003 and 2002 and may be unable to attain or maintain profitability.

      We are unable to fund our day-to-day operations and have financed our
operations through a combination of loans and equity transactions.  Our
acquisitions have been completed through stock-for-stock exchange
transactions.  We may not realize revenues from our subsidiaries or may be
unable to increase revenues to the point that we attain and are able to
maintain profitability.

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

      Based on our current plan we believe we may require $1 million
additional financing within the next twelve months to 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 may pursue acquisitions of complementary service product lines,
      technologies or other businesses and these acquisitions may interfere
      with our operations and negatively affect our financial position.

      From time to time, we evaluate potential acquisitions of businesses,
services, products, or technologies.


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<PAGE>

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.

Off Balance Sheet Arrangements

      None.

New Accounting Announcements

      We have adopted several new accounting pronouncements which are
described in more detail in Note 2(F) in the notes to our consolidated
financial statements, below.  We do not expect the adoption of these standards
to have a material impact on our financial statements at this time.

                  ITEM 7.  FINANCIAL STATEMENTS




                                10

<PAGE>



                 AQUENTIUM, INC. AND SUBSIDIARIES
                CONSOLIDATED FINANCIAL STATEMENTS
                        SEPTEMBER 30, 2003



                        TABLE OF CONTENTS


Independent Auditor's Report                                             1

Consolidated Balance Sheet as of September 30, 2003                      2

Consolidated Statements of Operations for the Year Ended
September 30, 2002 and 2003, and from inception through
September 30, 2003                                                       3

Consolidated Statement of Changes in Stockholders' Equity (Deficit)
for the periods from inception through September 30, 2003                4

Consolidated Statements of Cash Flows for the Year Ended
September 30, 2002 and 2003 and from inception through
September 30, 2003                                                       5

Notes to Consolidated Financial Statements                             6-9



<PAGE> 11


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


                  REPORT OF INDEPENDENT AUDITOR

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

I have audited the accompanying consolidated balance sheet of Aquentium, Inc.,
a Delaware corporation formerly WaterPur International, Inc. (a
development-stage company) as of September 30, 2003 and the related
consolidated statements of operations, stockholders' deficit and cash flows
for the years ended September 30, 2002 and 2003 and the period from April 30,
2001 (date of inception) through September 30, 2003.  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, 2003 and the results of its operations,
stockholders' deficit and cash flows for the years ended September 30, 2003
and 2002 and from inception (April 30, 2001) through September 30, 2003in
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, C.P.A.
                                          George Brenner, C.P.A.
Los Angeles, California
December 23, 2003

                                1
<PAGE> 12


     AQUENTIUM, INC. (FORMERLY WATERPUR INTERNATIONAL, INC.)
                         AND SUBSIDIARIES
                  (A DEVELOPMENT-STAGE COMPANY)
                    CONSOLIDATED BALANCE SHEET
                        SEPTEMBER 30, 2003


                              ASSETS

Current Assets
 Cash                                                          $      2,320

Investment - Preferred Stock (Note 2A)                                    -
Goodwill                                                              5,000
                                                               -------------

   TOTAL ASSETS                                                $      7,320
                                                               =============

              LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
 Accounts Payable                                              $      8,827
 Officer/Stockholder Advance                                         37,650
 Salaries Payable - Related Parties                                 100,000
                                                               -------------
   TOTAL LIABILITIES                                                146,477
                                                               -------------
STOCKHOLDERS' DEFICIT

 Preferred stock ($0.00001 par value)
    10,000,000 shares authorized;
    0 issued and outstanding                                              -
 Common stock ($0.005 par value)
    100,000,000 shares authorized;
    8,888,014 issued and outstanding                                 44,440
 Additional Paid In Capital                                         138,300
 Accumulated Deficit                                               (321,897)
                                                               -------------
   TOTAL STOCKHOLDERS' DEFICIT                                     (139,157)
                                                               -------------

   TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                 $      7,320
                                                               =============



   See Accompanying Notes to Consolidated Financial Statements

                                2

<PAGE> 13



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


                                    For The Year  For The Year  From Inception
                                        Ended        Ended        04/30/2001
                                     09/30/2002    09/30/2003   to 09/30/2003
                                    ------------- ------------- --------------
REVENUE
 Miscellaneous                      $      3,252  $        817  $       4,069
                                    ------------- ------------- --------------
OPERATING EXPENSES
 Stock Options Compensation                    -       100,000        100,000
 Common Stock Issued for Services         10,000        43,200         53,200
 Professional Fees                        13,660        22,627         36,287
 Salaries                                 36,400        70,000        106,400
 Impairment Expense                            -         3,638          3,638
 Other                                     5,179        21,262         26,441
                                    ------------- ------------- --------------
                                          65,239       260,727        325,966
                                    ------------- ------------- --------------

NET LOSS BEFORE TAXES                    (61,987)     (259,910)      (321,897)

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

NET LOSS                            $    (61,987) $   (259,910) $    (321,897)
                                    ============= ============= ==============
Basic and fully diluted loss per
  common share                      $      (.008) $      (0.05) $       (0.05)
                                    ============= ============= ==============
Basic and fully diluted weighted
  average common shares outstanding    8,038,250     5,734,233      6,593,812
                                    ============= ============= ==============







   See Accompanying Notes to Consolidated Financial Statements

                                3



<PAGE> 14
<TABLE>
<CAPTION>

              AQUENTIUM, INC. (FORMERLY WATERPUR INTERNATIONAL, INC.)
                                 AND SUBSIDIARIES
                           (A DEVELOPMENT-STAGE COMPANY)
                  CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
            FROM INCEPTION (APRIL 30, 2001) THROUGH SEPTEMBER 30, 2003



                                                                                                Shareholders'
                             Preferred                 Common            Paid-In    Accumulated    Equity/
                       Shares        Amount      Shares      Amount      Capital      Deficit     (Deficit)
                      ----------- ----------- ------------ ----------- ------------ ----------- -------------
<S>                   <C>         <C>         <C>          <C>         <C>          <C>         <C>
Founder's capital
 contribution                  -  $        -            -  $        -  $       500  $        -  $       500

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

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

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

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


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

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

Net (Loss) for the
 period of April 30,
 2001 through
 September 30, 2002            -           -            -           -            -     (61,987)      (61,987)
                      ----------- ----------- ------------ ----------- ------------ ----------- -------------
                               -           -    6,476,014      32,380         (880)    (61,987)      (30,487)
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)
                      =========== =========== ============ =========== ============ =========== =============


           See Accompanying Notes to Consolidated Financial Statements.

                                         4
</TABLE>
<PAGE> 15
<TABLE>
<CAPTION>



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

                                                       For The Year   For The Year  From Inception
                                                           Ended         Ended         04/30/01
                                                         09/30/2002    09/30/03       to 09/30/03
                                                       -------------- ------------- --------------

                                                    <c>            <c>           <c>
Cash Flows from Operations
  Net Loss                                             $     (61,987)  $  (259,910) $    (321,897)
  Adjustments To Reconcile Net Loss
  To Net Cash Used by Operating Activities:
    Stock Options Compensation                                     -       100,000        100,000
    Stock Issued for Service                                  10,000        43,240         53,240
    Impairment Expense                                             -         3,638          3,638
  Accounts Payable                                            15,080       (21,333)        (6,253)
  Increase in Salaries Payable                                30,000        70,000        100,000
                                                       -------------- ------------- --------------
  Net Cash (Used) in Operating Activities                     (6,907)      (64,365)       (71,272)
                                                       -------------- ------------- --------------
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             -          4,462
  Advance - Stockholder/Officer                                7,500        30,150         37,650
  Capital Contributed - Founder                                  500             -            500
  Capital Contributed - Office Space                           3,000         3,000          6,000
                                                       -------------- ------------- --------------
                                                              15,462        33,150         48,612
                                                       -------------- ------------- --------------
Net Increase (Decrease) in Cash                                8,555        (6,235)         2,320
Cash - Beginning of Period                                         -         8,555              -
                                                       -------------- ------------- --------------
Cash - End of Period                                   $       8,555  $      2,320  $       2,320
                                                       ============== ============= ==============
Non-Monetary Transactions:
  Issue of 2,660,000 shares of stock for
  services at $0.02 per share                          $      10,000  $     43,200  $      53,200

  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                      $      18,000  $      5,000  $      23,000

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


        See Accompanying Notes to Consolidated Financial Statements

                                     5

</TABLE>
<PAGE> 16


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

1.  BUSINESS AND HISTORY

A.  Business
    --------

Aquentium, Inc. (a Delaware corporation) is a diversified holding company in
the development stage.  (See Note 1 D "Development Stage Company").  Its
holdings include a public relations and consulting service and an early-stage
entertainment division that develops and licenses products and publications
(Canby Group, Inc.), a proprietary software that allows new and used car
dealers a fully operational live on-line auction website (USA Public Auction,
Inc.), the design and development of fiber optic devices for both sensor and
com-systems applications (Fiber Applications Systems Technology, Inc.), and
Food Safe, Inc. the development of food safety processes that extends the
shelf life of fruits and vegetables.  All the above companies were inactive
during fiscal year ending September 30, 2003, 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.



                                6
<PAGE> 17

                 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 November 1, 2002 100% of Food Safe, Inc. was acquired for 250,000 common
shares valued at $.02 per share.  See Note 8 "Subsequent Event".

B.  Accounting Period
    -----------------

The Company's fiscal year-end is September 30th.  The accompanying
consolidated financial statements include the years ended September 30, 2002
and 2003 and the twenty-nine months from April 30, 2001 (inception) through
September 30, 2003.

                                7
<PAGE> 18

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

C.  Principles of Consolidation
    ---------------------------

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

D.  Development Stage Company
    -------------------------

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

E.  Use of Estimates
    ----------------

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

F.  New Accounting Pronouncements
    -----------------------------

In September 2001, the Financial Accounting Standards Board (FASB) issued
Statement No. 143, Asset Retirement Obligations. This statement addresses
financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement
costs. The statement will be effective for the Company's fiscal year ending
2003. Management does not expect the adoption of this standard to have a
material impact on the Company's financial statements.

In April 2002, the FASB issued Statement No. 145, Rescission of FASB
Statements No. 4, 44, and 64, Amendments of FASB Statement No. 13, and
Technical Corrections. The Company does not believe that the adoption of this
pronouncement will have a material effect on its financial statements.

In June 2002, the FASB issued Statement No. 146, Accounting for Costs
Associated With Exit or Disposal Activities. This statement requires the
recognition of a liability for a cost associated with an exit or disposal
activity when the liability is incurred versus the date the Company commits to
an exit plan. In addition, this statement states the liability should be
initially measured at fair value. The statement is effective for exit or
disposal activities that are initiated after December 31, 2002. The Company
does not believe that the adoption of this pronouncement will have a material
effect on its financial statements.


                                8
<PAGE> 19

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

In January 2003, the FASB issued SFAS No. 148, Accounting for Stock-Based
Compensation   Transition and Disclosure. This statement provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, this statement
also amends the disclosure requirements of SFAS No. 123 to require more
prominent and frequent disclosures in the financial statements about the
effects of stock-based compensation. The transitional guidance and annual
disclosure provisions of this statement is effective for the December 31, 2002
financial statements.

In January 2003, the FASB issued Interpretation No. 45, Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others. FASB Interpretation No. 45 clarifies that a guarantor
is required to recognize, at the inception of a guarantee, a liability for the
fair value of the obligation undertaken in issuing certain guarantees. The
Company does not expect that this interpretation will have any other effect on
its financial statements.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities. This interpretation establishes standards for
identifying a variable interest entity and for determining under what
circumstances a variable interest entity should be consolidated with its
primary beneficiary. Until now, a company generally has included another
entity in its consolidated financial statements only if it controlled the
entity through voting interests. Interpretation No. 46 changes that by
requiring a variable interest entity to be consolidated by a company if that
company is subject to a majority of the risk of loss from the variable
interest entity's activities or is entitled to receive a majority of the
entity's residual returns or both. The Company does not believe that the
adoption of this pronouncement will have a material effect on its financial
statements.

G.  Continuing Existence
    --------------------

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

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

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.


                                9
<PAGE> 20


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


H.  Loss Per Share
    --------------

Warrants and stock options have not been included in the computation of loss
per share because their inclusion would be anti-dulitive.

I.  Goodwill
    --------

Goodwill represents the excess cost ($5,000) over the net assets ($0) of the
subsidiary Food Safe, Inc.  Management tests each subsidiary on an annual
basis.  The goodwill, if impaired, will by adjusted.  For the year ended
September 30, 2003, the goodwill related to the Canby Group, Inc. ($3,000) and
USA Public Auction, Inc. ($638) was considered impaired and expensed.


3.  STOCK FOR SERVICES

Stock for professional services was 2,160,000 shares at $.02 per share
($43,200) and 500,000 shares at $.02 per share ($10,000) for the years ended
September 30, 2003 and 2002, respectively.

Professional services incurred in connection with the Aquentium, Nevada
acquisition was $10,000 for which 500,000 restricted shares value at $.02 per
share of Aquentium common stock were given to a related party.  See Note 7
"Related Parties Transactions."


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.

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.





                                10

<PAGE> 21



                 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.

                                                            Inception
                                             Year Ended     (04/30/01)
                                              9/30/2003     to 9/30/2003
                                             -------------- -------------
        Loss as recorded                     $    (259,910) $   (321,897)
        Pro-forma loss                       $    (354,465) $   (416,397)

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


                                11
<PAGE> 22

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


Deferred Tax Asset - Current                            $   38,000
Deferred Tax Liability - Current                                 -
                                                        -----------
                                                            38,000
  Less Valuation Allowance                                 (38,000)
                                                        -----------
     Net Deferred Tax Asset - Current                            0
                                                        -----------

Deferred Tax Asset - Non Current                            10,000
Deferred Tax Liability - Non Current                             -
                                                        -----------
                                                            10,000
  Less Valuation Allowance                                 (10,000)
                                                        -----------
     Net Deferred Tax Asset - Non Current                        0
                                                        -----------
Total Deferred Tax Assets
    Before Valuation Allowance                              48,000
Valuation Allowance                                        (48,000)
                                                        -----------
     Net Deferred Tax Asset                             $        0
                                                        ===========

The deferred tax current is comprised of stock options compensation
($100,000), stock for service expense ($53,200) and officers' salaries accrued
but not paid $100,000 aggregating $253,000.  The deferred tax non current is
comprised of net operating losses (NOL) carry forwards of $22,000 and $47,000
expiring in years 2022 and 2023, respectively.  These timing differences have
been deferred at statutory 15% Federal rate

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


7.  RELATED PARTIES TRANSACTIONS

Mart T. Taggatz, Pesident, CEO and Chairman of the Board had the following
transactions with the Company:

a) Advanced $37,650 to the Company,
b) Received unpaid compensation of $5,000 per month from April 1, 2002 through
   September 30, 2003 aggregating $90,000 as salary payable at September 30,
   2003,
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, 2003,
b) Received 2,500,000 shares of common stock valued at $0.02 per share or
   $50,000 for consulting services.


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<PAGE> 23

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


8.  SUBSEQUENT EVENTS

On October 29, 2003 the Company sold its wholly-ned subsidiary Food Safe, Inc.
to eFoodSafety.com, Inc. a public company traded on the OBB under the symbol
EFSF.  The shares received in the transaction (500,000 restricted) were valued
at an average market price of $1.524 discounted 15% for the restricted feature
or at $1.30 per share resulting in a sales price of $650,000 and a gain of
$645,000  The gain will be recorded in the first quarter of fiscal year ending
September 30, 2004.

On December 8, 2003 the Company acquired 100% of the stock of Charis Energy
Development, Inc. a privately held company for 1,000,000 restricted shares of
its common stock.  The Company is in the process of filing form 8K with the
Securities and Exchange Commission.


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<PAGE> 24


                             PART III

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
2.1      Share Purchase Agreement between WaterPur International, Inc. and
         Aquentium-Nevada, dated April 2, 2002  (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)
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 (Filed December 29, 2003)
10.3     Lease agreement between Aquentium and Tennant Desert Properties, LLC,
         dated December 19, 2003.
21.1     Subsidiaries of Aquentium (Incorporated by reference to exhibit 21.1
         for Form 10-QSB, filed August 12, 2003, as amended)
31.1     Chief Executive Officer Certification
31.2     Principal Financial Officer Certification
32.1     Section 1350 Certification

Reports on Form 8-K

      On November 14, 2003, we filed a current report on Form 8-K, dated
October 29, 2003, under Item 2 related to the disposal of our wholly-owned
subsidiary Food Safe, Inc.  No financial statements were filed.

      On December 22, 2003, we filed a current report on Form 8-K, dated
December 5, 2003, under Items 2 and 7 related to the acquisition of Charis
Energy Development, Inc.  No financial statements were filed.

                            SIGNATURES

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

                                    AQUENTIUM, INC.



Date: January 21, 2004              By: /s/ Mark T. Taggatz
                                       _______________________________________
                                       Mark T. Taggatz
                                       President, CEO, Principal Financial
                                       Officer, Secretary/Treasurer and
                                       Director



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