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 2003

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
         For the transition period from _______________________ to _____________

                         Commission file number ________________________________


                               ARGENTA SYSTEMS INC
                 ----------------------------------------------
                 (Name of small business issuer in its charter)


                Nevada                                       6-0609457
    -------------------------------                ----------------------------
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                      Identification No.)


             P.O. Box 5287                                   V8R 6N4
    -------------------------------                ----------------------------
         Victoria, B.C. Canada                              (Zip Code)
(Address of principal executive offices)


Issuer's telephone number (250) 405-5150
                          --------------

Securities registered under Section 12(b) of the Exchange Act: None


Securities registered under Section 12(g) of the Exchange Act:

                         Common Stock, par value $0.001
                         ------------------------------
                                (Title of class)


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. [X ] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will 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. [ X]


<PAGE>
Registrant's revenues for the December 31, 2003 fiscal year were $0.00.

The aggregate market value of the voting stock held by non-affiliates of
registrant, as of the last business day and registrant's most recently completed
fiscal quarter, and of the date hereof, is $0.00.

The number of shares of the issuer's Common Stock outstanding as of December 31,
2003 is 9,000,000.

Transitional Small Business Disclosure Format (Check one): Yes    ; No  X
                                                               ---     ---


                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

     ARGENTA SYSTEMS INC (formerly known as XIT Solutions.Com, Inc.) (the
"Company") was incorporated under the laws of the State of Nevada on June 1,
1999, and is in its early developmental and promotional stages. On May 21, 2002,
the Company adopted its current name and amended its Articles of Incorporation
to increase its authorized capital stock and create a class of preferred stock.

     Since its formation and in furtherance of its business plan to engage in
the vitamin and health food supplement business, the Company's only activities
have been organizational, directed at acquiring and developing its principal
asset, raising its initial capital and developing its business plan. The Company
has not commenced commercial operations. The Company has no full time employees
and owns no real estate. The Company's business plan is to determine the
feasibility of selling Vitamineralherb.com products to specific markets. Should
The Company determine that the plan is feasible it intends to market
high-quality, low-cost vitamins, minerals, nutritional supplements, and other
health and fitness products to medical professionals, alternative health
professionals, martial arts studios and instructors, sports and fitness
trainers, other health and fitness professionals, school and other fund raising
programs and other similar types of customers via the Internet for sale to their
clients.

     The Company currently intends to focus its efforts on the development and
operation of Internet marketing of Vitamineralherb products in its licensed area
of Spain.

CORPORATE ORGANIZATION AND HISTORY

     The Company was incorporated pursuant to the laws of the State of Nevada on
June 1, 1999. The Company does not have any subsidiaries. The Company was
granted a permit, license or certificate for business activities conducted
within the State of Nevada on June 1, 1999.

ACQUISITION OF THE LICENSE

     On February 14, 2000, The Company acquired a sub-license agreement with
David R. Mortenson & Associates (the "license"). The License grants an exclusive
right to distribute Vitamineralherb.com products to health and fitness
professionals in Spain via the Internet. The Company acquired the license under
the terms of a settlement agreement by and between The Company and Mortenson &
Associates, an affiliate of Vitamineralherb.com. Mortenson & Associates had
granted The Company a license to distribute and produce an oxygen enriched water
product, called "Biocatalyst," for remediation of sewage and wastewater in
septic tanks and wastewater treatment facilities. Mortenson Associates was
unable to fulfill its obligations to The Company under the license. Under the
terms of the settlement agreement, Vitamineralherb.com, an affiliate of
Mortenson & Associates, granted to The Company the license to distribute
VITAMINERALHERB.COM products in part for its agreement not to pursue its claims
against Mortenson & Associates.


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THE LICENSE

     The Company has a three-year license to market and sell vitamins, minerals,
nutritional supplements, and other health and fitness products to medical
professionals, alternative health professionals, martial arts studios and
instructors, sports and fitness trainers, other health and fitness
professionals, school and other fund raising programs and other similar types of
customers via the Internet for sale to their clients. The Company's territory is
the Country of Spain.  The license will automatically be renewed unless the
Company or Vitamineralherb.com gives the other notice of its intent not to
renew.

     Vitamineralherb.com has agreed to provide certain business administrative
services to The Company, including product development, store inventory, website
creation and maintenance, establishment of banking liaisons, and development and
maintenance of an order fulfillment system, thereby enabling the Company to
focus strictly on marketing and sales. Some services, such as development of the
website and the order fulfillment system will be provided by
Vitamineralherb.com, while others, such as product development and store
inventory, will be provided by the product supplier. Vitamineralherb.com sets
the price for products based on the manufacturer's price, plus a mark up, which
Vitamineralherb.com and the Company share equally.

     The Company and its customers will also be able to request quotes for and
order custom-formulated and custom-labeled products via the website. Three
different labeling options are available to customers. First, products may be
ordered with the manufacturer's standard label with no customization. Second,
the fitness or health professional may customize the labels by adding its name,
address, and phone number to the standard label. In most cases, these labels
would be a standardized label with product information and a place on the label
for the wording "Distributed by."  This gives these health and fitness
professionals a competitive edge. Third, labels may be completely customized for
the health or fitness professionals.

     When a fitness or health professional becomes a client, the Company's
salesperson will show the Client how to access the Vitamineralherb website. The
Client is assigned an identification number that identifies it by territory,
salesperson, and business name, address, and other pertinent information. The
health or fitness professional may then order the products it desires directly
through the Vitamineralherb.com website. It is anticipated that the Customer
will pay for the purchase with a credit card, electronic check ("e-check"), or
debit card. All products will be shipped by the manufacturer directly to the
professional or its clients.

     The website is maintained by Vitamineralherb.com, and each licensee pays an
annual website maintenance fee of $500. This fee has been waived until the
website has been set up. All financial transactions are handled by
Vitamineralherb.com's Internet clearing bank. The Vitamineralherb Webmaster
downloads e-mail orders several times a day, checks with clearing bank for
payment and then submits the product order and electronic payment to the
manufacture. Vitanmineralherb.com then forwards the money due the Company via
electronic funds transfer, Vitamineralherb's software tracks all sales through
the Customer's identification number, and at month end, e-mails to the Company
and customer a detailed report including sales commissions. Vitamineralherb has
indicated that it will use e-commerce advertising such as banner ads on major
servers and websites, as well as trying to insure that all major search engines
pick Vitamineralherb.com first.

BACKGROUND ON MANUFACTURER

     On July 5, 2001, Vitamineralherb.com entered into a Letter of Agreement
with Gaia Garden Herbal Dispensary, located in Vancouver, British Columbia,
Canada. Gaia Garden has agreed to provide, at a pre-determined wholesale price,
vitamin and herbal products to Vitamineralherb.com, its license holders and
clients. Gaia Garden Herbal Dispensary also has the Capability to supply
privately labeled products for the Company's individual clients and customers.

     The Company anticipates that Vitamineralherb.com will enter into an
agreement to supply Rain Forest products, which will enhance and broaden the
product line available.

INDUSTRY BACKGROUND

     The Internet has become an increasingly significant medium for
communication, information and commerce. According to NUA Internet Surveys, as
of February 2000, there were approximately 25.5 million Internet users
worldwide. At the IDC Internet Executive Forum held on September 28-29, 1999,
IDC stated that in 1999 US $109 billion in purchases involved the Internet.
IDC's vice president, Sean Kaldor, indicated that figure is expected to increase
more than ten-fold over the next five years to US $1.3 trillion in 2003, with


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$842 million completed directly over the world-wide web. The Company believes
that this dramatic growth presents significant opportunities for online
retailers.

     In recent years, a growing awareness of vitamins, herbs, and other dietary
supplements by the general public has created a whole new segment in the field
of medicine and health care products. According to Jupiter Communications,
online sales of such products are expected to be US $434 million in the year
2003, up from $1 million in 1998. The Company believes that several factors are
driving this growth, including a rapidly growing segment of the population that
is concerned with aging and disease, a growing interest in preventative health
care, favorable consumer attitudes toward alternative health products and a
favorable regulatory statute, the Dietary Supplement Health and Education Act of
1994.

COMPETITION

     The electronic commerce industry is new, rapidly evolving and intensely
competitive, and the Company expects competition to intensify in the future.
Barriers to entry are minimal and current and new competitors can launch sites
at a relatively low cost. In addition, the vitamin, supplement, mineral and
alternative health product market is very competitive and highly fragmented,
with no clear dominant leader and increasing public and commercial attention.

     The Company's competitors can be divided into several groups including:

     -    traditional vitamins, supplements, minerals and alternative health
          products retailers;

     -    the online retail initiatives of several traditional vitamins,
          supplements, minerals and alternative health products retailers;

     -    online retailers of pharmaceutical and other health-related product
          that also carry vitamins, supplements, minerals and alternative health
          products;

     -    independent online retailers specializing in vitamins, supplements,
          minerals and alternative health products;

     -    mail-order and catalog retailers of vitamins, supplements, minerals
          and alternative health products, some of which have already developed
          online retail outlets; and

     -    direct sales organizations, retail drugstore chains, health food store
          merchants, mass-market retail chains and various manufactures of
          alternative health products.

     Many of the Company's potential competitors have longer operating
histories, larger customer or user bases, greater brand recognition and
significantly greater financial, marketing and other resources than the Company
has. In addition, an online retailer may be acquired by, receive investments
from, or enter into other commercial relationships with, larger,
well-established and well-financed companies as use of the Internet and other
electronic services increases. Competitors have and may continue to adopt
aggressive pricing or inventory availability policies and devote substantially
more resources to website and systems development than the Company does.
Increased competition may result in reduced operating margins and loss of market
share.

     The Company believes that the principal competitive factors in its market
are:

     -    ability to attract and retain customers;

     -    breadth of product selection;

     -    product pricing;

     -    ability to customize products and labeling

     -    quality and responsiveness of customer service.


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     The Company believes that it can compete favorably on these factors.
However, the Company will have no control over how successful its competitors
are in addressing these factors. In addition, with little difficulty, the
Company's online competitors can duplicate many of the products or services
offered on the Vitamineralherb.com site.

     The Company believes that traditional retailers of vitamins, supplements,
minerals and other alternative health products face several challenges in
succeeding:

     -    Lack of convenience and personalized service. Traditional retailers
          have limited store hours and locations. Traditional retailers are also
          unable to provide consumers with product advice tailored to their
          particular situation.

     -    Limited product assortment. The Capital and real estate intensive
          nature of store-based retailers limit the product selection that can
          be economically offered in each store location.

     -    Lack of Customer Loyalty. Although the larger traditional retailers
          often attract customers, many of these customers are only one-time
          users. People are often attracted to the name brands, but find the
          products too expensive. It is understood that these are quality
          products and have value, but the multilevel structure of marketing
          often employed by large retailers mandate higher prices.

     As a result of the foregoing limitations, the Company believes there is
significant unmet demand for an alternative shopping channel that can provide
consumers of vitamins, supplements, minerals and other alternative health
products with a broad array of products and a convenient and private shopping
experience.

     The Company hopes to attract and retain consumers through the following key
attributes of its business:

     -    Broad Expandable Product Assortment. The Company's product selection
          is substantially larger than that offered by store-based retailers.

     -    Low Product Prices. Product prices can be kept low due to volume
          purchases through the Company's affiliation with Vitamineralherb.com
          and other licensees. Product prices will also be lower due to The
          Company's lack of need of inventory and warehouse space. All products
          are shipped from the manufacturer.

     -    Accessibility to Customized Products. At minimal cost, health and
          fitness practitioners may offer their customers customized products.

     -    Access to Personalized Programs. Health or fitness professional can
          tailor vitamin and dietary supplement regimes to their clients.

REGULATORY ENVIRONMENT

     The manufacturing, processing, formulating, packaging, labeling and
advertising of the products the Company sells in the USA are or may be subject
to regulation by the United States Food & Drug Administration which administers
the Federal Food, Drug, & Cosmetics Act along with relevant regulation thereto.
Regulated products include herbal remedies, natural health remedies, functional
foods and nutraceuticals.

     The manufacturing, processing, formulating, packaging, labeling and
advertising of the products the Company sells may also be subject to regulation
by one or more U.S. federal agencies, including the Food and Drug
Administration, the Federal Trade Commission, the United States Department of
Agriculture and the Environmental Protection Agency. These activities also may
be regulated by various agencies of the states, localities and foreign countries
in which consumers reside.

     The Food and Drug Administration, in particular, regulates the formulation,
manufacture, labeling and distribution of foods, including dietary supplements,
cosmetics and over-the-counter of homeopathic drugs. Under the Federal Food,
Drug, and Cosmetic Act, the Food and Drug Administration may undertake
enforcement actions against companies marketing unapproved drugs, or adulterated
or misbranded products. The remedies available to the Food and Drug
Administration include:  criminal prosecution; an injunction to stop the sale of
a Company's products; seizure of products; adverse publicity; and voluntary
recalls and labeling changes.


                                        5
<PAGE>
     Food and Drug Administration regulations require that certain informational
labeling be presented in a prescribed manner on all foods, drugs, dietary
supplements and cosmetics. Specifically, the Food, Drug, and Cosmetic Act
requires that food, including dietary supplements, drugs and cosmetics, not be
misbranded. A product may be deemed an unapproved drug and misbranded if it
bears improper claims or improper labeling. The Food and Drug Administration has
indicated that promotional statements made about dietary supplements on a
Company's website may constitute labeling for purposes of compliance with the
provisions of the Food, Drug, and Cosmetic Act. A manufacturer or distributor of
dietary supplements must notify the Food and Drug Administration when it markets
a product with labeling claims that the product has an effect on the structure
or function of the body. Noncompliance with the Food, Drug, and Cosmetic Act,
and recently enacted amendments to that Act discussed below, could result in
enforcement action by the Food and Drug Administration.

     The Food, Drug, and Cosmetic Act has been amended several times with
respect to dietary supplements, most recently by the Nutrition Labeling and
Education Act of 1990 and the Dietary Supplement Health and Education Act of
1994. The Dietary Supplement Health and Education Act created a new statutory
framework governing the definition, regulation and labeling of dietary
supplements. With respect to definition, the Dietary Supplement Health and
Education Act created a new class of dietary supplements, consisting of
vitamins, minerals, herbs, amino acids and other dietary substances for human
use to supplement the diet, as well as concentrates, metabolites, extracts, or
combinations of such dietary ingredients. Generally, under the Dietary
Supplement Health and Education Act, dietary ingredients that were on the market
before October 15, 1994 may be sold without Food and Drug Administration
pre-approval and without notifying the Food and Drug Administration. In
contrast, a new dietary ingredient, i.e., one not on the market before October
15, 1994, requires proof that it has been used as an article of food without
being chemically altered or evidence of a history of use or other evidence of
safety establishing that it is reasonably expected to be safe. Retailers, in
addition to dietary supplement manufacturers, are responsible for ensuring that
the products they market for sale comply with these regulations. Noncompliance
could result in enforcement action by the Food and Drug Administration, an
injunction prohibiting the sale of products deemed to be non compliant, the
seizure of such products and criminal prosecution.

     The Food and Drug Administration has indicated that claims or statements
made on a company's website about dietary supplements may constitute labeling
and thus be subject to regulation by the Food and Drug Administration. With
respect to labeling, the Dietary Supplement Health and Education Act amends, for
dietary supplements, the Nutrition Labeling and Education Act by providing that
statements of nutritional support, also referred to as structure/function
claims, may be used in dietary supplement labeling without Food and Drug
Administration pre-approval, provided certain requirements are met. These
statements may describe how particular dietary ingredients affect the structure
or function of the body, or the mechanism of action by which a dietary
ingredient may affect body structure or function, but may not state a drug
claim, i.e., a claim that a dietary supplement will diagnose, mitigate, treat,
cure or prevent a disease. A company making a statement of nutritional support
must possess substantiating evidence for the statement, disclose on the label
that the Food and Drug Administration has not reviewed the statement and that
the product is not intended for use for a disease and notify the Food and Drug
Administration of the statement within 30 days after its initial use. It is
possible that the statements presented in connection with product descriptions
on the Company site may be determined by the Food and Drug Administration to be
drug claims rather than acceptable statements of nutritional support. In
addition, some of the Company suppliers may incorporate objectionable statements
directly in their product names or on their products labels, or otherwise fail
to comply with applicable manufacturing, labeling and registration requirements
for over-the-counter or homeopathic drugs or dietary supplements. As a result,
the Company may have to remove objectionable statements or products from its
site or modify these statements, or product names or labels, in order to comply
with Food and Drug Administration regulations. Such changes could interfere with
the Company marketing or products and could cause us to incur significant
additional expenses.

     In addition, the Dietary Supplement Health and Education Act allows the
dissemination of third party literature in connection with the sale of dietary
supplements to consumers at retail if the publication meets statutory
requirements. Under the Dietary Supplement Health and Education Act, third party
literature may be distributed if, among other things, it is not false or
misleading, no particular manufacturer or brand of dietary supplement is
promoted, a balanced view of available scientific information on the subject
matter is presented and there is physical separation from dietary supplements in
stores. The extent to which this provision may be used by online retailers is
not yet clear, and the Company cannot assure you that all pieces of third party
literature that my be disseminated in connection with the products the Company
offers for sale will be determined to be lawful by the Food and Drug


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Administration. Any such failure could render the involved product an unapproved
drug or a misbranded product, potentially subjecting us to enforcement action by
the Food and Drug Administration, and could require the removal of the
non-compliant literature from Company's website or the modification of the
Company selling methods, interfering with the Company continued marketing of
that product and causing us to incur significant additional expenses. Given the
fact that the Dietary Supplement Health and Education Act was enacted only five
years ago, the Food and Drug Administrations regulatory policy and enforcement
positions on certain aspects of the new law are still evolving. Moreover,
ongoing and future litigation between dietary supplement companies and the Food
and Drug Administration will likely further refine the legal interpretations of
the Dietary Supplement Health and Education Act. As a result, the regulatory
status of certain types of dietary supplement products, as well as the nature
and extent of permissible claims will remain unclear for the foreseeable future.
Two areas in particular that pose potential regulatory risk are the limits on
claims implying some benefit or relationship with a disease or related condition
and the application of the physical separation requirement for third party
literature as applied to Internet sales.

     In addition to the regulatory scheme under the Food, Drug and Cosmetic Act,
the advertising and promotion of dietary supplements, foods, over-the-counter
drugs and cosmetics is subject to scrutiny by the Federal Trade Commission. The
Federal Trade Commission Act prohibits unfair or deceptive advertising or
marketing practices, and the Federal Trade Commission has pursued numerous food
and dietary supplement manufacturers and retailers for deceptive advertising or
failure to substantiate promotional claims, including, in many instances, claims
made via the Internet. The Federal Trade Commission has the power to seek
administrative or judicial relief prohibiting a wide variety of claims, to
enjoin future advertising, to seek redress or restitution payments and to seek a
consent order and seek monetary penalties for the violation of a consent order.
In general, existing laws and regulations apply fully to transactions and other
activity on the Internet. The Federal Trade Commission is in the process of
reviewing its policies regarding the applicability of its rules and its consumer
protection guides to the Internet and other electronic media. The Federal Trade
Commission has already undertaken a new monitoring and enforcement initiative,
Operation Cure-All, targeting allegedly bogus health claims for products and
treatments offered for sale on the Internet. Many states impose their own
labeling or safety requirements that differ from or add to existing federal
requirements.

     The Company cannot predict the nature of any future state or Federal laws,
regulations, interpretations or applications, nor can it determine what effect
additional governmental regulations or administrative orders, when and if
promulgated, would have on its business in the future. Although the regulation
of dietary supplements is less restrictive than that of drugs and food
additives, the Company cannot assure you that the current statutory scheme and
regulations applicable to dietary supplements will remain less restrictive.
Further, the Company cannot assure you that, under existing laws and
regulations, or if more stringent statutes are enacted, regulations are
promulgated or enforcement policies are adopted, it is or will be in compliance
with these existing or new statutes, regulations or enforcement policies without
incurring material expenses or adjusting its business strategy. Any laws,
regulations, enforcement policies, interpretations or applications applicable to
the Company business could require the reformulation of certain products to meet
new standards, the recall or discontinuance of certain products not capable of
reformulation, additional record keeping, expanded documentation of the
properties of certain products, expanded or different labeling or scientific
substantiation.

REGULATION OF THE INTERNET

     In general, existing laws and regulations apply to transactions and other
activity on the Internet; however, the precise applicability of these laws and
regulations to the Internet is sometimes uncertain. The vast majority of such
laws were adopted prior to the advent of the Internet and, as a result, do not
contemplate or address the unique issues of the Internet or electronic commerce.
Nevertheless, numerous federal and state government agencies have already
demonstrated significant activity in promoting consumer protection and enforcing
other regulatory and disclosure statutes on the Internet. Additionally, due to
the increasing use of the Internet as a medium for commerce and communication,
it is possible that new laws and regulations may be enacted with respect to the
Internet and electronic commerce covering issues such as user privacy, freedom
of expression, advertising, pricing, content and quality of products and
services, taxation,
intellectual property rights and information security. The adoption of such laws
or regulations and the applicability of existing laws and regulations to the
Internet may impair the growth of Internet use and result in a decline in the
Company sales.

     A number of legislative proposals have been made at the federal state and
local level, and by foreign governments, that would impose additional taxes on
the sale of goods and services over the Internet, and certain


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states have taken measures to tax Internet-related activities. Although Congress
recently placed a three-year moratorium on new state and local taxes on Internet
access or on discriminatory taxes on electronic commerce, existing state or
local laws were expressly excepted from this moratorium. Further, once this
moratorium is lifted, some type of federal and/or state taxes may be imposed
upon Internet commerce. Such legislation or other attempts at regulating
commerce over the Internet may substantially impair the growth of commerce on
the Internet and, as a result, adversely affect the Company opportunity to
derive financial benefit from such activities.

EMPLOYEES

     The Company is a development stage company and currently has no employees.
The Company is currently managed by Doug Levell, President and director. The
Company looks to Mr. Levell for his entrepreneurial skills and talents. For a
complete discussion of Mr. Levell's experience, please see "Directors and
Executive Officers."  Management plans to use consultants, attorneys and
accountants as necessary and does not plan to engage any full-time employees in
the near future. The Company may hire marketing employees based on the projected
size of the market and the Compensation necessary to retain qualified sales
employees. A portion of any employee compensation could include the right to
acquire stock in the Company, which would dilute the ownership interest of
holders of existing shares of its common stock.

ITEM 2.   DESCRIPTION OF PROPERTY.

     The Company owns no real property. The company rented office space on a
month-to-month basis as follows:  #225 - 4750 Lincoln Blvd, Los Angeles, CA,
90292, at a monthly rental of $1,000 for 250 square feet; and at #843 - 203
Kimta Road, Victoria, British Columbia, V9A 6T5 at a montly rental of $300 for
120 square feet of office space which has been donated by the President of the
Company.


ITEM 3.   LEGAL PROCEEDINGS.

     The Company is not a party to any legal proceedings and to the Company's
knowledge, no such proceedings are threatened or contemplated. At this time, the
Company has no bankruptcy, receivership, or similar proceedings pending.


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

     In connection with the amendment to the Articles of Incorporation wherein
we changed our name and increased our authorized common stock and created a
class of preferred stock, we did not file with the Securities and Exchange
Commission information similar to that which is required for a proxy
solicitation. The Company did not engage in any proxy solicitation. The majority
shareholders approved the transaction by consent. If there is no proxy
solicitation, the Company was still required to supply the information required
by Schedule 14C to the shareholders entitled to vote at least 20 days prior to
any action. The transactions were consummated in violation of the rules. A
private right of action may lie by the existing shareholders for the alleged
violation of Rule 14c-6.


                                     PART II


ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

MARKET INFORMATION AND MARKET PRICE

     There is no trading market for our common stock at present and there has
been no trading market to date. Our common stock is not traded on any exchange.
We plan to eventually seek listing on the OTC Bulletin Board System or in the
Pink Sheets, LLC "Pink Sheets."

     There is no assurance that a trading market will ever develop or, if such a
market does develop, that it will continue. We intend to request a broker-dealer
to make application to the NASD Regulation, Inc. to have the Company's
securities traded on the OTC Bulletin Board System or published, in print and
electronic media, or either, in the Pink Sheets LLC "Pink Sheets."


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     We cannot guarantee that we will obtain a listing. There is no trading
activity in our securities, and there can be no assurance that a regular trading
market for our common stock will ever be developed.

     Before a price can be entered in the pink sheets, a broker-dealer must make
a supplemental filing with the NASD Regulation, Inc. which includes the basis
and factors for the broker-dealer's price quotation and said filing must be
received by the NASD Regulation, Inc. three days before the priced entry appears
in the quotation media.

     Once a priced quotation has been entered in the pink sheets computerized
system, broker-dealers who are using the pink sheet electronic quotation service
have access to price information from various market makers. There are no pink
sheet rules for market maker quotes. Market makers can submit two sided, one
sided or name only quotes in the pink sheets. The pink sheets will only accept
quotations from Securities and Exchange Commission registered broker-dealers and
market makers are subject to applicable federal and state securities laws and
National Association of Securities Dealers Rules. Market makers must be
subscribers and must have quotation privileges to "securities in the pink
sheets."  The NASD Regulation, Inc. reviews the market makers application and if
cleared, it cannot be assumed by any investor that any federal, state or self
regulatory requirements other than certain NASD rules and Rule 15c2-11 under the
Securities Exchange Act of 1934, as amended, has been considered by the NASD
Regulation, Inc. Further, the clearance should not be construed by any investor
as indicating that the NASD Regulation, Inc., the Securities and Exchange
Commission or any state securities commission have passed upon the accuracy or
adequacy of any of the documents contained in our submission to the
broker-dealer.

     We intend to request a broker-dealer to make application to the NASD
Regulation, Inc. to have the Company's securities traded on the OTC Bulletin
Board System. There is no assurance that a trading market will ever develop or,
if such a market does develop, that it will continue.

     The OTC Bulletin Board, which is operated by the NASDAQ Stock Market, Inc.,
will be phased out in 2003 and there will be a new market established known as
the Bulletin Board Exchange. The Bulletin Board Exchange will be a listed market
place, with qualitative listing standards but with no minimum share price,
income, or asset requirements. The system has been designed to provide market
participants and customers with increased speed and reliability to transactions,
as well as to improve the overall transparency of the market place. In general,
the Bulletin Board Exchange will have minimum requirements of 100 round-lot
shareholders and 200,000 shares in the public float and will have certain
minimum corporate governance standards to those presently existing for the
NASDAQ National Market and small cap markets, with an adjustment to certain of
the requirements cognizant of the difficulty that small companies, such as ours,
may have in meeting those governance standards. If we do not qualify for listing
on the Bulletin Board Exchange, we will continue to be traded, provided we have
market makers trading our securities, in the pink sheets.

OTHER STOCK MARKET CONSIDERATIONS

     The Securities and Exchange Commission adopted Rule 15g-9, which
established the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks; and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve a person's
account for transactions in penny stocks, the broker or dealer must (i) obtain
financial information and investment experience and objectives of the person;
and (ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks. The broker or dealer must also deliver, prior to
any transaction in a penny stock, a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight form, (i)
sets forth the basis on which the broker or dealer made the suitability
determination; and (ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure also has to be
made about the risks of investing in penny stock in both public offering and in
secondary trading, and about commissions payable to both the broker-dealer and
the registered representative, current quotations for the securities and the
rights and remedies available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and information on the
limited market in penny stocks.


                                        9
<PAGE>
     For the initial listing in the NASDAQ SmallCap market, a company must have
net tangible assets of $4 million or market capitalization of $50 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$750,000, a public float of 1,000,000 shares with a market value of $5 million.
The minimum bid price must be $4.00 and there must be 3 market makers. In
addition, there must be 300 shareholders holding 100 shares or more, and the
company must have an operating history of at least one year or a market
capitalization of $50 million.

     For continued listing in the NASDAQ SmallCap market, a company must have
net tangible assets of $2 million or market capitalization of $35 million or a
net income (in the latest fiscal year or two of the last fiscal years) of
$500,000, a public float of 500,000 shares with a market value of $1 million.
The minimum bid price must be $1.00 and there must be 2 market makers. In
addition, there must be 300 shareholders holding 100 shares or more.

     No established public trading market exists for the Company's securities.
The Company has no common equity subject to outstanding purchase options or
warrants. The Company has no securities convertible into its common equity.
There is no common equity that could be sold pursuant to Rule 144 under the
Securities Act of 1933, as amended, or that the Company has agreed to register
under the Securities Act of 1933, as amended, for sale by shareholders.


SHAREHOLDERS

     As of December 31, 2003 there were 36 shareholders of record.

DIVIDENDS

     The Company has not previously declared or paid any dividends on its Common
Stock and does not anticipate declaring any dividends in the foreseeable future.

SHARES ELIGIBLE FOR FUTURE SALE

     As of the date of this report, all of the issued and outstanding shares of
the Company's Common Stock held by non-affiliates ($4,500,000 shares of Common
Stock) should be eligible for sale under Rule 144 promulgated under the
Securities Act of 1933, as amended, subject to certain limitations included in
said Rule. In general, under Rule 144, a person (or persons whose shares are
aggregated), who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of shares which
does not exceed the greater of one percent of the then outstanding Common Stock
or the average weekly trading volume during the four calendar weeks prior to
such sale. Rule 144 also permits, under certain circumstances, the sale of
shares without any quantity limitation by a person who has satisfied a two-year
holding period and who is not, and has not been for the preceding three months,
an affiliate of the Company.

     The $9,000,000 shares of our Common Stock were acquired in transactions
that were exempt from the registration requirements of the Securities Act of
1933, as amended.

     In summary, Rule 144 applies to affiliates (that is, control persons) and
nonaffiliates when they resell restricted securities (those purchased from the
issuer or an affiliate of the issuer in nonpublic transactions). Nonaffiliates
reselling restricted securities, as well as affiliates selling restricted or
nonrestricted securities, are not considered to be engaged in a distribution
and, therefore, are not deemed to be underwriters as defined in Section 2(11),
if six conditions are met:

     (1)  Current public information must be available about the issuer unless
          sales are limited to those made by nonaffiliates after two years.

     (2)  When restricted securities are sold, generally there must be a
          one-year holding period.

     (3)  When either restricted or nonrestricted securities are sold by an
          affiliate after one year, there are limitations on the amount of
          securities that may be sold; when restricted securities are sold by
          non-affiliates between the first and second years, there are identical
          limitations; after two years, there are no volume limitations for
          resales by non-affiliates.


                                       10
<PAGE>
     (4)  Except for sales of restricted securities made by nonaffiliates after
          two years, all sales must be made in brokers' transactions as defined
          in Section 4(4) of the Securities Act of 1933, as amended, or a
          transaction directly with a "market maker" as that term is defined in
          Section 3(a)(38) of the 1934 Act.

     (5)  Except for sales of restricted securities made by nonaffiliates after
          two years, a notice of proposed sale must be filed for all sales in
          excess of 500 shares or with an aggregate sales price in excess of
          $10,000.

     (6)  There must be a bona fide intention to sell within a reasonable time
          after the filing of the notice referred to in (5) above.

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

     The following discussion and analysis of the Company's financial condition
and results of operations should be read in conjunction with the financial
statements and accompanying notes and the other financial information appearing
elsewhere in this Form 10-KSB.

     During the year ending December 31, 2003, the Company has engaged in no
significant operations other than organizational activities, working on the
milestones to advance the business plan to market Vitamineralherb products, and
exploration of additional business opportunities. No revenues were received by
the Company during this period.

     For 2004, the Company anticipates incurring a loss as a result of
organizational expenses, expenses associated with filings under the Securities
Exchange Act of 1934, as amended, and expenses associated with setting up a
company structure to begin implementing its business plan. The Company
anticipates that until these procedures are completed, it will not generate
revenues, and may continue to operate at a loss thereafter, depending upon the
performance of business.

PLAN OF OPERATION

     The Company's business plan is to determine the feasibility of marketing
the Vitamineralherb products in various markets, and, if the products prove to
be in demand, begin marketing and selling Vitamineralherb products.

     The Company has taken the following steps toward meeting the milestones set
out in the Form 10SB:

     Milestone  1:  Market  Survey.  The  Company  has  retained  an independent
     consultant  to  carry out the market survey. The market survey is currently
     being  evaluated.

     Milestone  2:  Hire Salespeople. The Company has identified two salespeople
     to  handle  initial marketing of the Vitamineralherb products. Finalization
     of  hiring  sales  people  awaits  evaluation  of  the  market  survey.

     Milestone  3: Establish an office. The Company has identified two potential
     office  locations  in  Spain.  One  office  location  currently  under
     consideration  will  be  implemented  pending  the hiring of a salesperson.

     Milestone  4:  Development  of  Advertising Campaign. The Company has begun
     laying  out  its  advertising campaign. Included in this is translating the
     Vitamineralherb  product  list  into  Spanish  and  creating  a  website in
     Spanish,  both of which are now underway. Development of a Spanish web-site
     is  being  done  cooperatively  with Vitamineralherb.com. It is anticipated
     that  the  translations  and  website creation will be complete in a timely
     manner  to  coincide  with  the  implementation  of  the  sales  force.

     Milestone 5: Implementation of Advertising Campaign/Sales Calls. This would
     begin  after  completion  of  Milestones  1-4.

     Milestone  6:  Achieve  Revenues. This will not be accomplished until after
     completion  of  Milestones  1-4,  and  implementation  of  Milestone  5.

     The new management of the Company has entered into discussions with a
well-established Toronto (Canada) based heavy industrial waste management
company. Management is conducting a rigorous due diligence


                                       11
<PAGE>
process to determine if there is potential for a business venture between the
two companies with the objective of enhancing shareholder value.

LIQUIDITY AND CAPITAL RESOURCES

     The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
shareholders equity other than as reflected in the December 31, 2003 audited
financial statements. As at December 31, 2003, the Company has not recognized
any revenue, has a working capital deficit of $98,108 and has accumulated
operating losses of $257,131 since its inception. A minimum of $5,000 per
quarter is needed to cover expenses. Thus in the next year the Company will
require $118,108 to cover both new expenses and the current working capital
deficit. This amount would operate the Company but leave little or nothing for
development. The Company expects to fund itself in the next twelve months by
sales of shares.

     The Company expects to carry out its plan of business as discussed above.
The Company has no immediate expenses, other than expenses to maintain public
company status, milestone implementation expenses, and expenses associated with
identifying further business opportunities. Payment of these expenses will be
made by the directors or major shareholders until such time as suitable
financing is arranged.

     The Company's business plan is to determine the feasibility of selling
Vitamineralherb.com products to targeted markets. Should the Company determine
that its business plan is feasible it intends to employ sales people to call on
medical professionals, alternative health professionals, martial arts studios
and instructors, sports and fitness trainers, other health and fitness
professionals, school and arts studios and instructors, sports and fitness
trainers, and other fund raising programs and other similar types of customers
to interest these professionals in selling to their clients high-quality,
low-cost vitamins minerals, nutritional supplements, and other health and
fitness products. These professionals would sell the products to their clients
via the internet.

     In order to determine the feasibility of its business plan, the Company has
been conducting research into these various potential target markets. This
research is ongoing. Should the Company determine that the exploitation of the
license is feasible, it will engage salespeople to market the products. Based
primarily on discussions with the licensor, the Company believes that during its
first operational quarter, it will need a capital infusion of approximately
$90,000 to achieve a sustainable sales level where ongoing operations can be
funded out of revenues. This capital infusion is intended to cover costs of
advertising, hiring and paying two salespeople, and administrative expenses. In
addition, the Company will need approximately $260,000 in the event it
determines that its market will not pay in advance and it will have to extend
credit.

     In addition, the Company may engage in a combination with another business.
The Company cannot predict the extent to which its liquidity and capital
resources will be diminished prior to the consummation of a business combination
or whether its capital will be further depleted by the operating losses (if any)
of the business entity with which the Company may eventually combine. The
Company has been engaged in confidential discussions concerning potential
business combinations, but has not entered into any agreement for such a
combination (see Plan of Operation).

     The Company will need additional capital to carry out its business plan or
to engage in a combination with another business. No additional commitments to
provide additional funds have been made by management or other shareholders.
Accordingly, there can be no assurance that any additional funds will be
available on terms acceptable to the Company or at all. The Company has no
commitments for capital expenditures.


                                       12
<PAGE>
ITEM 7.   FINANCIAL STATEMENTS.

Argenta Systems Inc.
(A Development Stage Company)


Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . F-1

Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-2

Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . F-3

Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . F-4

Statement of Stockholders' Deficit . . . . . . . . . . . . . . . . . . . . . F-5

Notes to the Financial Statements. . . . . . . . . . . . . . . . . . F-6 to F-10



<PAGE>
MANNING ELLIOTT        |  11th floor, 1050 West Pender Street,
CHARTERED ACCOUNTANTS  |  Vancouver BC, Canada V6E 3S7  Phone: 604.714.3600
                       |  Fax: 604.714.3669  Web: manningelliott.com


                          Independent Auditors' Report
                          ----------------------------

To the Stockholders and Directors
of Argenta Systems Inc.
(A Development Stage Company)

We have audited the accompanying balance sheets of Argenta Systems Inc. (A
Development Stage Company) as of December 31, 2003 and 2002 and the related
statements of operations, cash flows  and stockholders' deficit for the period
from June 1, 1999 (Date of Inception) to December 31, 2003 and the years ended
December 31, 2003 and 2002. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of Argenta Systems Inc. (A Development
Stage Company), as of December 31, 20032 and 2002, and the results of its
operations and its cash flows for the period from June 1, 1999 (Date of
Inception) to December 31, 2003, and the years ended December 31, 2003 and 2002,
in conformity with generally accepted accounting principles used in the United
States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company has not generated any revenues and has incurred start-up
losses to date. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also discussed in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

CHARTERED ACCOUNTANTS

Vancouver, Canada

March 23, 2004


                                      F-1
<PAGE>
<TABLE>
<CAPTION>
Argenta Systems Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)


                                                            December 31,    December 31,
                                                                2003            2002
                                                                 $               $
<S>                                                        <C>             <C>
ASSETS

Current Assets

  Cash                                                                 3           4,904
-----------------------------------------------------------------------------------------
Total Assets                                                           3           4,904
=========================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

  Accounts payable                                                 6,049           1,223
  Accrued liabilities                                              4,100           2,500
  Due to related parties (Note 4)                                 62,393          42,629
-----------------------------------------------------------------------------------------
Total Current Liabilities                                         72,542          46,352
-----------------------------------------------------------------------------------------

Contingent Liability (Note 1)

Stockholders' Deficit

Preferred Stock, 25,000,000 shares authorized with a par
value of $0.001; no shares issued and outstanding                      -               -

Common Stock, 175,000,000 shares authorized with a par
value of $0.001; 9,000,000 shares issued and outstanding           9,000           9,000

Additional Paid-in Capital                                        40,575          40,575

Donated Capital (Note 4)                                         131,600          68,000

Deficit Accumulated During the Development Stage                (253,714)       (159,023)
-----------------------------------------------------------------------------------------
Total Stockholders' Deficit                                      (72,539)        (41,448)
-----------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                            3           4,904
=========================================================================================
</TABLE>


                                      F-2

    (The Accompanying Notes are an Integral Part of the Financial Statements)
<PAGE>
<TABLE>
<CAPTION>
Argenta Systems Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)


                                            Accumulated
                                               From
                                           June 1, 1999         Ye           ar
                                             (Date of
                                            Inception)          En           ded
                                          to December 31,      Decem       ber 31,
                                               2003            2003         2002
                                                 $               $            $
<S>                                      <C>                <C>          <C>
Revenue                                                 -            -            -
------------------------------------------------------------------------------------

Expenses
  Bank charges and interest                         1,091          239          565
  Consulting (Note 4(e))                          150,325       60,000       52,500
  Imputed interest (Note 4(b))                      5,000            -        5,000
  License amortized and written-off                 2,000            -            -
  Office                                            8,911          725        2,535
  Professional fees                                25,442        9,900        3,517
  Rent (Note 4(d))                                 26,700       16,200        5,400
  Telephone                                        11,795        3,189        5,843
  Transfer agent and regulatory                    10,061        3,234        2,448
  Travel                                           20,559        1,204        9,044
  Less: Forgiveness of debt (Note 4(c))            (8,170)           -       (8,170)
------------------------------------------------------------------------------------
Total Expenses                                    253,714       94,691       78,682
------------------------------------------------------------------------------------
Net Loss For The Period                          (253,714)     (94,691)     (78,682)
====================================================================================
Net Loss Per Share - Basic and Diluted                           (0.01)       (0.01)
====================================================================================
Weighted Average Shares Outstanding                          9,000,000    9,000,000
====================================================================================
</TABLE>


                                      F-3

    (The Accompanying Notes are an Integral Part of the Financial Statements)
<PAGE>
<TABLE>
<CAPTION>
Argenta Systems Inc.
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)

                                                          Accumulated from
                                                            June 1, 1999
                                                        (Date of Inception)        Year ended
                                                          to December 31,         December 31,
                                                                2003            2003       2002
                                                                 $                $          $
<S>                                                     <C>                   <C>        <C>

Cash Flows to Operating Activities

  Net loss for the period                                          (253,714)   (94,691)   (78,682)

Adjustments to reconcile net loss to net cash used
  by operating activities

    Donated rent and services                                       126,600     63,600     57,900
    Expenses not paid with cash                                       2,575          -          -
    Forgiveness of debt                                              (8,170)         -     (8,170)
    Imputed interest                                                  5,000          -      5,000
    License amortized and written-off                                 2,000          -          -

  Changes in operating assets and liabilities

    Accounts payable and accrued liabilities                         10,149      6,426      1,373
    Advances from related parties                                   107,563     19,764     27,491
--------------------------------------------------------------------------------------------------
Net Cash Provided by (Used by) Operating                             (7,997)    (4,901)     4,912
Activities
--------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
  Issuance of share capital                                          20,000          -          -
--------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                            20,000          -          -
--------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
  Issuance of note receivable                                       (12,000)         -          -
--------------------------------------------------------------------------------------------------
Net Cash Used by Investing Activities                               (12,000)         -          -
--------------------------------------------------------------------------------------------------
Change In Cash                                                            3     (4,901)     4,912
Cash (Deficiency) - Beginning of Period                                   -      4,904         (8)
--------------------------------------------------------------------------------------------------
Cash - End of Period                                                      3          3      4,904
==================================================================================================
Non-Cash Financing Activities
  2,500,000 shares issued for organizational costs                    2,500          -          -
  2,000,000 shares issued for the acquisition of a
  license (Note 3)                                                    2,000          -          -


                                      F-4

    (The Accompanying Notes are an Integral Part of the Financial Statements)
<PAGE>
  Organizational costs paid for by a director for no
  consideration treated as additional paid in capital                    75          -          -
  2,500,000 common shares issued at $0.01 per
  share for settlement of debt to a related party                    25,000          -          -
==================================================================================================
Supplemental Disclosures
  Interest paid                                                           -          -          -
  Income tax paid                                                         -          -          -
</TABLE>


                                      F-5

    (The Accompanying Notes are an Integral Part of the Financial Statements)
<PAGE>
<TABLE>
<CAPTION>
Argenta Systems Inc.
(A Development Stage Company)
Statement of Stockholders' Deficit
From June 1, 1999 (Date of Inception) to December 31, 2003
(expressed in U.S. dollars)


                                                                                 Deficit
                                                                               Accumulated
                                                       Additional              During the
                                      Common Stock       Paid-in    Donated    Development
                                    Shares    Amount     Capital    Capital       Stage        Total
                                       #         $          $          $            $            $
<S>                                <C>        <C>      <C>          <C>       <C>            <C>

Balance - June 1, 1999 (Date
of Inception)                              -        -            -         -             -          -

  Stock issued for
  organizational costs             2,500,000    2,500            -         -             -      2,500

  Additional paid in capital for
  organizational costs incurred
  by a director on behalf of the
  Company                                  -        -           75         -             -         75

  Stock issued for license         2,000,000    2,000            -                       -      2,000

  Net loss for the period                  -        -            -         -        (5,775)    (5,775)
------------------------------------------------------------------------------------------------------
Balance - December 31, 1999        4,500,000    4,500           75         -        (5,775)    (1,200)
  Net loss for the year                    -        -            -         -             -          -
------------------------------------------------------------------------------------------------------
Balance - December 31, 2000        4,500,000    4,500           75         -        (5,775)    (1,200)
  Stock issued for cash            2,000,000    2,000       18,000         -             -     20,000
  Stock issued for settlement
  of debt to a related party       2,500,000    2,500       22,500         -             -     25,000
  Donated rent                             -        -            -     5,100                    5,100
  Net loss for the year                    -        -            -         -       (74,566)   (74,566)
------------------------------------------------------------------------------------------------------
Balance - December 31, 2001        9,000,000    9,000       40,575     5,100       (80,341)   (25,666)
  Donated consulting and rent              -        -            -    57,900             -     57,900
  Imputed interest                         -        -            -     5,000             -      5,000
  Net loss for the year                    -        -            -         -       (78,682)   (78,682)
------------------------------------------------------------------------------------------------------
Balance - December 31, 2002        9,000,000    9,000       40,575    68,000      (159,023)   (41,448)
  Donated consulting and rent              -        -            -    63,600             -     63,600
  Net loss for the year                    -        -            -         -       (94,691)   (94,691)
------------------------------------------------------------------------------------------------------
Balance - December 31, 2003        9,000,000    9,000       40,575   131,600      (253,714)   (72,539)
======================================================================================================
</TABLE>

                                      F-6

    (The Accompanying Notes are an Integral Part of the Financial Statements)
<PAGE>
1.   Development Stage Company

     Argenta Systems Inc. herein (the "Company") was incorporated in the State
     of Nevada, U.S.A. on June 1, 1999. The Company acquired a license to market
     and distribute a product in Ohio. As discussed in Note 3, this license was
     cancelled and the Company has retained the right to sue the vendor. As a
     replacement for this license, the Company was granted additional rights to
     market and distribute vitamins, minerals, nutritional supplements, and
     other health and fitness products in Spain. The grantor of the license
     offers these products for sale from various suppliers on their web site.
     See Note 4 regarding related party transactions.

     In a development stage company, management devotes most of its activities
     in investigating business opportunities. Planned principal activities have
     not yet begun. As at December 31, 2003, the Company has not recognized any
     revenue, has a working capital deficit of $72,539 and has accumulated
     operating losses of $253,714 since its inception. A minimum of $4,000 per
     quarter is needed to cover expenses. Thus in the next year the Company will
     require $88,539 to cover both new expenses and the current working capital
     deficit. This amount would operate the Company but leave little or nothing
     for development. The Company expects to fund itself in the next twelve
     months by sales of shares. The ability of the Company to emerge from the
     development stage with respect to any planned principal business activity
     is dependent upon its successful efforts to raise additional equity
     financing and find an appropriate merger candidate. There is no guarantee
     that the Company will be able to raise any equity financing or find an
     appropriate merger candidate. There is substantial doubt regarding the
     Company's ability to continue as a going concern. These financial
     statements do not include any adjustments that might arise from this
     uncertainty.


2.   Summary of Significant Accounting Policies

     (a)  Year  end

          The Company's fiscal year end is December 31.

     (b)  Use  of  Estimates

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

     (c)  Cash  and  Cash  Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three months or less at the time of issuance to be cash equivalents.

     (d)  Long-Lived  Assets

          Costs to acquire long-lived assets are capitalized as incurred.
          Carrying value is evaluated in each reporting period to determine if
          there were events or circumstances, which would indicate a possible
          inability to recover the carrying amount. Such evaluation is based on
          various analyses including assessing the Company's ability to bring
          the commercial applications to market, related profitability
          projections and undiscounted cash flows relating to each application
          which necessarily involves significant management judgment.

     (e)  Income  Tax

          Potential benefits of income tax losses are not recognized in the
          accounts until realization is more likely than not. The Company has
          adopted SFAS No. 109 as of its inception. Pursuant to SFAS No. 109 the
          Company is required to compute tax asset benefits for net operating
          losses carried forward. Potential benefit of net operating losses have
          not been recognized in these financial statements because the Company
          cannot be assured it is more likely than not it will utilize the net
          operating losses carried forward in future years.

     (f)  Revenue  Recognition

          The Company will receive from the grantor of the license, commissions
          of 50% of the profit on all sales made through the grantor's web site.
          The commission revenue will be recognized in the period the sales have
          occurred. The Company will report the commission revenue on a net
          basis as the Company is acting as an Agent for the grantor and does
          not assume any risks or rewards of the ownership of the products. This
          policy is prospective in nature, as the Company has not yet generated
          any revenue.


                                      F-7
<PAGE>
2.   Summary of Significant Accounting Policies (continued)

     (g)  Accounting  for  Stock-Based  Compensation

          SFAS No. 148 amends SFAS No. 123 by providing transition and
          alternative methods in accounting for stock-based employee
          compensation. SFAS No. 123, "Accounting for Stock-Based Compensation,"
          requires that stock awards granted be recognized as compensation
          expense based on fair values at the date of grant. Alternatively, a
          company may account for stock awards granted under Accounting
          Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to
          Employees," and disclose pro forma income amounts which would have
          resulted from recognizing such awards at their fair value. The Company
          has elected to account for stock-based compensation for employees and
          non-employees using SFAS No. 123, as amended by SFAS No. 148.

     (h)  Comprehensive  Income

          SFAS No. 130 "Reporting Comprehensive Income" establishes standards
          for the reporting and display of comprehensive loss and its components
          in the financial statements. As at December 31, 2003 and 2002, the
          Company has no items that represent comprehensive loss and, therefore,
          has not included a schedule of comprehensive loss in the financial
          statements.

     (i)  Basic  and  Diluted  Net  Income  (Loss)  per  Share

          The Company computes net income (loss) per share in accordance with
          SFAS No. 128, "Earnings per Share" (SFAS 128). SFAS 128 requires
          presentation of both basic an diluted earnings per share (EPS) on the
          face of the income statement. Basic EPS is computed by dividing net
          income (loss) available to common shareholders (numerator) by the
          weighted average number of common shares outstanding (denominator)
          during the period. Diluted EPS gives effect to all dilutive potential
          common shares outstanding during the period including stock options,
          using the treasury stock method, and convertible preferred stock,
          using the if-converted method. In computing Diluted EPS, the average
          stock price for the period is used in determining the number of shares
          assumed to be purchased from the exercise of stock options or
          warrants. Diluted EPS excludes all dilutive potential common shares if
          their effect is anti dilutive.

     (j)  Financial  Instruments

          The carrying value of cash, accounts payable, accrued liabilities and
          due to related parties approximate fair value due to the relatively
          short maturity of these instruments.

     (k)  Recent  Accounting  Pronouncements

          In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
          Financial Instruments with Characteristics of both Liabilities and
          Equity". SFAS No. 150 establishes standards for how an issuer
          classifies and measures certain financial instruments with
          characteristics of both liabilities and equity. It requires that an
          issuer classify a financial instrument that is within its scope as a
          liability (or an asset in some circumstances). The requirements of
          SFAS No. 150 apply to issuers' classification and measurement of
          freestanding financial instruments, including those that comprise more
          than one option or forward contract. SFAS No. 150 does not apply to
          features that are embedded in a financial instrument that is not a
          derivative in its entirety. SFAS No. 150 is effective for financial
          instruments entered into or modified after May 31, 2003, and otherwise
          is effective at the beginning of the first interim period beginning
          after June 15, 2003, except for mandatorily redeemable financial
          instruments of nonpublic entities. It is to be implemented by
          reporting the cumulative effect of a change in an accounting principle
          for financial instruments created before the issuance date of SFAS No.
          150 and still existing at the beginning of the interim period of
          adoption. Restatement is not permitted. The adoption of this standard
          did not have a material effect on the Company's results of operations
          or financial position.

          In December 2002, the FASB issued SFAS No. 148, "Accounting for
          Stock-Based Compensation - Transition and Disclosure", which amends
          SFAS No. 123 to provide alternative methods of transition for a
          voluntary change to the fair value based method of accounting for
          stock-based employee compensation. In addition, SFAS No. 148 expands
          the disclosure requirements of SFAS No. 123 to require more prominent
          disclosures in both annual and interim financial statements about the
          method of accounting for stock-based employee compensation and the
          effect of the method used on reported results. The transition
          provisions of SFAS No. 148 are effective for fiscal years ended after
          December 15, 2002. The disclosure provisions of SFAS No. 148 are
          effective for financial statements for interim periods beginning after
          December 15, 2002. The transition provisions do not currently have an
          impact on the Company's financial position and results of operations
          as the Company currently has no stock-based employee compensation.


                                      F-8
<PAGE>
2.   Summary of Significant Accounting Policies (continued)

     (k)  Recent Accounting Pronouncements (continued)

          In June 2002, FASB issued SFAS No. 146, "Accounting for Costs
          Associated with Exit or Disposal Activities". The provisions of this
          Statement are effective for exit or disposal activities that are
          initiated after December 31, 2002, with early application encouraged.
          This Statement addresses financial accounting and reporting for costs
          associated with exit or disposal activities and nullifies Emerging
          Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
          Certain Employee Termination Benefits and Other Costs to Exit an
          Activity (including Certain Costs Incurred in a Restructuring)". This
          Statement requires that a liability for a cost associated with an exit
          or disposal activity be recognized when the liability is incurred. The
          adoption of this standard did not have a material effect on the
          Company's results of operations or financial position.

          FASB has also issued SFAS No. 147 and 149 but they do not have any
          relationship to the operations of the Company therefore a description
          of each and their respective impact on the Company's operations have
          not been disclosed.


3.   Licenses

     (a)  The  Company  acquired a license to market and distribute a product in
          Ohio. The Company's right to use this license was in jeopardy due to a
          lawsuit  between the vendor of the license and the original owner. The
          Company  and  its  shareholder  have  the  right  to sue for breach of
          contract.  This  license  was  cancelled and all financial obligations
          pursuant  to  the  license  agreement  were  extinguished.

     (b)  As  a  replacement  for  the above license, at no additional cost, the
          Company  was  granted  additional rights to market vitamins, minerals,
          nutritional  supplements and other health and fitness products through
          the  grantor's  web site. The Company desires to market these products
          to  medical  practitioners,  alternative health professionals, martial
          arts  studios  and  instructors,  sports  and  fitness trainers, other
          health  and  fitness  practitioners,  school  and  other  fund raising
          programs  and  other  similar types of customers in Spain. The license
          was  acquired  on  February  14,  2000  for a term of three years. The
          license  automatically renews each February without notice, commencing
          February  2003.  The  Company  must  pay  an  annual  fee  of $500 for
          maintenance  of  the  grantor's  web  site  commencing  on start-up of
          operations.  The  grantor  of the license retains 50% of the profit on
          sales  made.


4.   Related  Party  Transactions/Balances


     (a)  The  license  referred  to  in  Note  3  was  sold to the Company by a
          partnership  whose  general  manager  is  the  spouse  of  the  former
          Secretary/Treasurer  of  the  Company  and  a  former  director  for
          consideration  of 2,000,000 shares for total fair market consideration
          of  $2,000,  also  being  the transferor's cost of such license. These
          shares  were  paid evenly to the ten partners. The replacement license
          was  also  owned  by  the  same  partnership.

     (b)  The balances owing to various officers, directors and shareholders are
          non-interest  bearing,  unsecured  and due on demand. In 2002, imputed
          interest of $5,000, calculated at a rate of 12% per annum, was charged
          to  operations  and  treated  as  donated  capital.

     (c)  In 2001 the Company advanced $12,000, bearing interest at 7% per annum
          and  due  on  demand, to Modern Water Technologies Inc., ("Modern") an
          operating  company  controlled by the former President of the Company.
          This  loan  was provided ahead of an agreement to merge with Modern to
          advance  its  business. The merger did not proceed and on December 13,
          2002  the  Company  agreed to assign the $12,000 plus interest owed by
          Modern to Peter Merry, the president of Modern and former President of
          the  Company  to reduce the balance due from $22,670 to $10,670. Peter
          Merry  then  agreed to accept $2,500 in cash and forgave the remaining
          debt  owed  to  him by the Company resulting in forgiveness of debt of
          $8,170.

     (d)  The  value  of  rent  of $3,600 (2002 - $5,400) was contributed by the
          President  of  the  Company  and  charged to operations and treated as
          donated  capital.

     (e)  The  value  of  consulting  services  of  $60,000 (2002 - $52,500) was
          contributed  by  the  President  of  the Company and a shareholder and
          charged  to  operations  and  treated  as  donated  capital.


                                      F-9
<PAGE>
5.   Income  Taxes

     Potential benefits of income tax losses are not recognized in the accounts
     until realization is more likely than not. The Company has incurred
     cumulative net operating losses of $121,000 which commence expiring in
     2014. Pursuant to SFAS No. 109 the Company is required to compute tax asset
     benefits for net operating losses carried forward. Potential benefit of net
     operating losses have not been recognized in these financial statements
     because the Company cannot be assured it is more likely than not it will
     utilize the net operating losses carried forward in future years.

     The components of the net deferred tax asset at December 31, 2003 and 2002,
     and the statutory tax rate, the effective tax rate and the elected amount
     of the valuation allowance are indicated below:

<TABLE>
<CAPTION>
                                         2003       2002
                                           $         $
<S>                                    <C>        <C>
          Net Operating Income (Loss)    31,000    29,000

          Statutory Tax Rate                 34%       34%

          Effective Tax Rate                  -         -

          Deferred Tax Asset             10,540     9,860

          Valuation Allowance           (10,540)   (9,860)
          ------------------------------------------------

          Net Deferred Tax Asset              -         -
          ================================================
</TABLE>


                                      F-10
<PAGE>
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

The Company has had no disagreements with Accountants on Accounting and
Financial Disclosure.

ITEM 9A.  CONTROLS AND PROCEDURES

Evaluation of Disclosure on Controls and Procedures.

Based on an evaluation of our disclosure controls and procedures as of the end
of the period covered by this annual report, our president and treasurer have
determined that the current disclosure controls and procedures are effective.

Changes in Internal Control Over Financial Reporting.

There have not been any changes in our internal control over financial reporting
(as such term is defined in Rule 13a-15(f) under the Exchange Act) or any other
factors during the quarter of the fiscal year ended September 30, 2003, that
have materially affected, or are reasonably likely to materially affect our
internal control over financial reporting.


                                    PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

DIRECTORS, OFFICERS, PROMOTERS AND CONTROL PERSONS

     The following table sets forth the name, age and position of each director
and executive officer of the Company

     NAME                 AGE     POSITION
     ----                 ---     --------

     Douglas S. Levell     49     President, CEO and Director

     Jo Ann Hilton         43     Secretary and Director

Douglas Levell - Since 1992, Douglas Levell has been employed as Treasurer and
Director of Administrative Services of the Islands Trust, a government agency
having jurisdiction in the Georgia Basin region of British Columbia. Prior to
that Mr. Levell was comptroller of Cedar Creek Winery, Kelowna, British
Columbia. He has been President of the Company since October 2002.

Jo Anne Hilton - Jo-Ann Hilton is a partner in a successful business venture
involved in the design, manufacture and marketing of furniture imported from
China, Mexico, Indonesia, and other points around the world. Ms. Hilton recently
began importing a diverse line of products including wines, olive oils, cheeses,
coffee and water. Ms. Hilton will be in charge of rolling out Argenta's health
products in Spain.


TERMS OF OFFICE

     Directors of the Company are appointed for one-year terms to hold office
until the next annual general meeting of the shareholders or until removed from
office in accordance with the Company's by-laws. Officers are appointed by the
Board of Directors and hold office until removed by the board.


                                       15
<PAGE>
SIGNIFICANT EMPLOYEES

     The Company does not have any employees who are not executive officers that
are expected to make a significant contribution to the business.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
our directors, executive officers and holders of more than 10% of our common
stock to file with the Securities and Exchange Commission reports regarding
their ownership and changes in ownership of the common stock. None of our
officers and directors have filed any Forms pursuant to Section 16(a). We have
been informed that our officers and directors intend to file a Form 3, although
Section 16(a) contains no provisions allowing an insider to file a late report.
All information that would have been contained in said forms were contained in
the timely filed compliance documents filed with the Securities and Exchange
Commission and this information remains unchanged as of the date hereof. In
making these statements, we have relied the representations of each of our
directors and officers.

     Notwithstanding the above disclosure, the Company has checked the box
provided on the cover page of this Form to indicate that there is no disclosure
in this form of reporting person delinquencies in response to Item 405 of
Regulation S-B.

ITEM 11.  EXECUTIVE COMPENSATION

     The following table sets forth certain information as to the Company's
Chief Executive Officer and the highest paid officers and directors for our last
fiscal year ended December 31, 2003. No other compensation was paid to any such
officers or directors during this time period.

<TABLE>
<CAPTION>
                                    ANNUAL COMPENSATION TABLE

           Annual Compensation                      Long Term Compensation
         ---------------------                      ----------------------
                                                    Other
                                            Annual  Restricted                   All
                                            Com-    Stock                        Other
                                            Pen-    Options              LTIP    Compen-
Name       Title      Year   Salary  Bonus  sation  Awarded     SARs(#)  Payout  sation
-------  ----------  ------  ------  -----  ------  ----------  -------  ------  -------
<S>      <C>         <C>     <C>     <C>    <C>     <C>         <C>      <C>     <C>
Douglas  Director      2003       0      0       0           0        0       0        0
Levell   President
         and CEO

Jo Ann   Director      2003       0      0       0           0        0       0        0
Hilton   and
         Secretrary
</TABLE>


                                       16
<PAGE>
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The table below provides the beneficial ownership of our common stock by
each person known by the Company to beneficially own more than 5% of the
Company's common stock outstanding as of December 31, 2003 and by the officers
and directors of the Company as a group. Except as otherwise indicated, all
shares are owned directly.

<TABLE>
<CAPTION>
                                                      Amount of
                Name and Address          beneficial  Percent
Title of class  of beneficial owner       ownership   of class
--------------  ------------------------  ----------  ----------
<S>             <C>                       <C>         <C>
Common Stock    Global Warming
                Solutions Corp.
                (Beneficial Owner
                Douglas Levell
                P.O. Box 5287
                Victoria, BC, Canada
                V8R 6N4)                   4,500,000       50.0%
Common Stock    Roxborough Financial
                Group Inc.                   500,000       5.55%
                270 N.Canon Dr. #1079
                Beverly Hills, CA
                90210
Common Stock    Falcon Investments           500,000       5.55%
                Ltd., Francis House
                Sir William Place
                St. Peter Port
                Guernsey, Channel Is.
Common Stock    Rebecca Hines                500,000       5.55%
                518 Anderson St.
                Fergus, ON, N1M 1Z7
Common Stock    Ray Veldman                  500,000       5.55%
                4654 Cedar, Bellaire
                Texas, 77401
Common Stock    Kristen Merry                500,000       5.55%
                1884 Manly Way
                Grand Forks, BC V0H 1H2
</TABLE>

MANAGEMENT OWNERSHIP

<TABLE>
<CAPTION>
                                                   Amount of
                Name and Address       beneficial  Percent
Title of class  of beneficial owner    ownership   of class
--------------  ---------------------  ----------  ----------
<S>             <C>                    <C>         <C>
Common Stock    Global Warming          4,500,000       50.0%
                Solutions Corp.
                (Beneficial Owner,
                Douglas Levell
                P.O. Box 5287
                Victoria, BC, Canada
                V8R 6N4)
</TABLE>

Doug Levell owns all of the issued and outstanding stock of Global Warming
Solutions Corp.


                                       17
<PAGE>
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     There have been no related party transactions, or any other transactions or
relationships required to be disclosed pursuant to Item 404 of Regulation S-B.
No director, executive officer or nominee for election as a director of the
Company, and no owner of five percent or more of the Company's outstanding
shares or any member of their immediate family has entered into or proposed any
transaction in which the amount received exceeds $60,000.

     Our officers and directors may be deemed to be promoters, as that term is
defined in the federal securities laws.  See Item 11 above for the ownership in
us by each of our officers and directors.

     Any transactions between the Company and its officers, directors or five
(5%) percent shareholders, and their respective affiliates, will be on terms no
less favorable than those terms which could be obtained from unaffiliated third
parties and said transactions will be approved by a majority of the independent
and disinterested directors.


ITEM 14.  EXHIBITS AND REPORTS ON FORM 8-K

     There are no Reports on Form 8-K incorporated by reference.

     The following documents are filed as part of this report:

     N/A


                                       18
<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.


                              Argenta Systems, Inc.
                         -------------------------------
                                  (Registrant)

            By                 /s/ DOUGLAS S. LEVELL
              ----------------------------------------------------
                 Douglas S. Levell, President, CEO and Director

                   Date             March 29, 2004
                       -------------------------------------

            By                   /s/ JO ANN HILTON
              ----------------------------------------------------
                      Jo Ann Hilton, Secretary and Director

                   Date             March 29, 2004
                       -------------------------------------

     -    Print the name and title of each signing officer under his signature.


                                       19
<PAGE>