**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 2005
 
 o  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
              
              76-0609457(State
                  or other jurisdiction of incorporation or organization)
              
              (I.R.S.
                  Employer Identification No.)
 
 #132
                  - 2220 Shannon Ridge Drive
              
              V4T
                  2T6Kelowna
                  BC Canada
              
              (Zip
                  Code)(Address
                  of principal executive offices)
  
 Issuer's
        telephone number (250)
        718-4354
 
 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 o 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
 
 Indicate
        by check mark whether the registrant is a shell company (as defined in Rule
        12b-2 of the Exchange Act) o Yes x No
 
 Registrant’s
        revenues for the December 31, 2005 fiscal year were $282
 
 State
        the
        aggregate market value of the voting and non-voting common equity held by **non-affiliates** computed
        by reference to the price at which the common equity was sold, or the average
        bid and asked price of such common equity, as of a specified date within
        the
        last 60 days: **$1,260,000
        as of March 28, 2006 {0.28 X 4,500,000}**
 
 The
        issuer has authorized 175,000,000 shares of Common Stock and 25,000,000 shares
        of Preferred Stock. The number of shares of the issuer's Common Stock
        outstanding as of March 28, 2006 is 9,000,000. The number of shares of the
        issuer's Preferred Stock outstanding as of March 28, 2006 is Nil.
 
 Documents
        incorporated by reference:  **None**
 
 Transitional
        Small Business Disclosure Format (Check one): Yes o No x
 
 
 
  TABLE
        OF CONTENTS
   PART
                  IItem
                  1
              Description
                  of Business
              4Item
                  2
              Description
                  of Property
              10Item
                  3
              Legal
                  Proceedings
              10Item
                  4
              Submission
                  of Matters to a Vote of Security
                  Holders
              10PART
                  IIItem
                  5
              Market
                  for Common Equity and Related Stockholder
                  Matters
              10Item
                  6
              Management's
                  Discussion and Analysis or Plan of
                  Operation
              11Item
                  7
              Financial
                  Statements
              14Item
                  8
              Changes
                  In and Disagreements with Accountants on Accounting and
                  Financial Disclosure
              24Item
                  8A
              Controls
                  and Procedures
              24PART
                  IIIItem
                  9
              Directors,
                  Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act
              24Item
                  10
              Executive
                  Compensation.
              25Item
                  11
              Security
                  Ownership of Certain Beneficial Owners and Management
                  And Related Stockholder Matters
              26Item
                  12
              Certain
                  Relationships and Related
                  Transactions
              27Item
                  13
              Exhibits
                  and Reports on Form 8-K
              27Item
                  14
              Controls
                  and Procedures
              27Item
                  15
              Principal
                  Accountant Fees and Services
              27Signatures
              28
  3
  **PART
        I**
 
 **Item
        1. Description of Business**
 
 **General**
 
 Argenta
        Systems 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. The Company
        is also
        marketing its energy drink, Quick Like a Bunny, online and internationally.
        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.com products in its licensed area
        of
        Spain, and the sale of its energy drink online, and
        internationally.
 
 **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.
 
 **The
        License**
 
 The
        Company has a renewable annual 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
        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.
  4
 *Table
            of Contents*
 
 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.com 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 to be handled by
        Vitamineralherb.com's Internet clearing bank. The Vitamineralherb.com 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. Vitamineralherb.com then forwards the money due the Company
        via
        electronic funds transfer, Vitamineralherb.com'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.com 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 $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.
  5
 *Table
            of Contents*
 
 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.
 
 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.
  6
 *Table
            of Contents*
  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 professionals 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.
 
 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.
  7
 *Table
            of Contents*
 
 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
        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.
  8
 *Table
            of Contents*
 
 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, and 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 was 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 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.
  9
 *Table
            of Contents*
  **Item
        2. Description of Property**
 
 The
        Company owns no real property. The company rented office space on a
        month-to-month basis as follows: 1A - 1622 Viewmont Drive, Los Angeles, CA,
        90069, at a monthly rental of $530 for 250 square feet; and at #132 - 2220
        Shannon Ridge Drive, Kelowna, British Columbia, V4T 2T6 at a monthly rental
        of
        $300 for 120 square feet of office space.
 
 **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**
 
 No
        matter
        was submitted to a vote of security holders, through the solicitation of
        proxies
        or otherwise, during the fourth quarter of the fiscal year covered by this
        report.
 
 **PART
        II**
 
 **Item
        5. Market for Common Equity and Related Stockholder
        Matters**
 
 **Market
        Information and Market Price**
 
 Argenta’s
        common stock has been quoted on the NASD OTC Bulletin Board since October
        10,
        2005 under the symbol “AGTA”. The table below gives the high and low bid
        information for each fiscal quarter that Argenta’s stock has been quoted. The
        bid information was obtained from the OTC Bulletin Board and reflects
        inter-dealer prices, without retail mark-up, mark-down or commission, and
        may
        not represent actual transactions.
 
 High
                  & Low BidsPeriod
                  ended
              High
              Low
              Source28
                  March 2006
              0.26
              0.26
              Pink
                  Sheets, LLC31
                  December 2006
              0.25
              0.25
              Pink
                  Sheets LLC
 
 **Shareholders**
 
 Argenta
        has 40 registered holders of common stock.
 
 **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) 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.
  10
 *Table
            of Contents*
  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
        non-affiliates when they resell restricted securities (those purchased from
        the
        issuer or an affiliate of the issuer in non-public transactions). Non-affiliates
        reselling restricted securities, as well as affiliates selling restricted
        or
        non-restricted 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 non-affiliates after two
                  years.
 
 (2)
              When
                  restricted securities are sold, generally there must be a one-year
                  holding
                  period.
 
 (3)
              When
                  either restricted or non-restricted 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 limita-tions; after
                  two years,
                  there are no volume limitations for resales by
                  non-affiliates.
 
 (4)
              Except
                  for sales of restricted securities made by non-affiliates 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 non-affiliates 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, 2005, the Company has engaged in no significant
        operations other than organizational activities, working on the milestones
        to
        advance the business plan to market Vitamineralherb.com products, and
        exploration of additional business opportunities. Modest net revenues of
        $282
        were received by the Company during this period from a small trial run of
        the
        Company’s Quick Like a Bunny energy drink
 
 For
        2006,
        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 revenue, 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.com products in various markets, and, if the products prove
        to
        be in demand, begin marketing and selling Vitamineralherb.com products. The
        Company will also continue to market and sell its’ Energy drink.
 
 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 has been completed and evaluated
        to
        determine demand.
  11
 *Table
            of Contents*
 
 Milestone
        2: Hire Salespeople. The Company has hired one salesperson and has identified
        a
        tentative list of other potential hires to handle initial marketing of the
        Vitamineralherb products. The salesperson will be working on a commission
        structure and part-time consulting work while the company is in the formation
        state.
 
 Milestone
        3: Establish an office. The Company has established one of two planned office
        locations in Spain. The address is Las Torres, Avenida de la condomina, Torre
        B,
        Piso 10, Albufereta, Alicante 03016, Spain. The office is donated by the
        company
        employee at no charge. A lease arrangement will be negotiated as the company
        realizes revenues.
 
 Milestone
        4: Development of Advertising Campaign. The Company is actively undertaking
        activities related to this milestone at the present time. 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. On April 18,2005, the
        Company
        launched its fully functional website, Vitamineralherb.com, in both Spanish
        and
        English, and introduced a new health and fitness product, Quick Like a Bunny
        Energy drink. Strategic listing of the website with major search engines
        utilizing keywords is a major objective to ensure the site is accessible
        to
        customers. In addition, the Company will be negotiating reciprocal agreements
        with complementary web sites located in Spain.
 
 Milestone
        5: Implementation of Advertising Campaign/Sales Calls. Test marketing and
        launch
        of the advertising campaign is happening simultaneously with milestone 4.
        Full
        launch of the website with its new product and advertising campaign began
        April
        18, 2005, in conjunction with the completion of Milestones 1-4.
 
 Milestone
        6: Achieve Revenues. The company reported revenues in the second quarter
        of 2005
        for the first time from online sales of Quick Like a Bunny Energy drink from
        the
        company’s recently launched bi-lingual website, and will process further
        potential orders and sales made by the Company’s salespeople.
 
 
 The
        management of the Company had entered into discussions with a well-established
        Toronto, Canada based heavy industrial waste management company. Management
        conducted a rigorous due diligence process and compiled sufficient data for
        an
        analysis of the potential for a business venture between the two companies
        with
        the objective of enhancing shareholder value. Discussions have been suspended
        and the Company has decided to concentrate on its’ core business of marketing
        health food related products including its’ Quick Energy drink.
 
 **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, 2005 audited financial statements.
        As at December 31, 2005, the Company has recognized minimal revenues of $282,
        has a working capital deficit of $206,390 and has accumulated operating losses
        of $459,565 since its inception. A minimum of $10,000 per quarter is needed
        to
        cover expenses. Thus in the next year the Company will require $246,390 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 continue to market and sell its’ Quick Energy
        drink, and to follow up on the completed market survey 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.
  12
 *Table
            of Contents*
 
 In
        order
        to determine the feasibility of its business plan, the Company has undertaken
        a
        market survey and 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.
        The
        Company will need additional funds in the event it determines that its market
        will not pay in advance and it will have to extend credit, however, it is
        anticipated that vendor purchases will occur primarily as cash related internet
        transactions. This would preclude a substantial requirement for
        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.
 
  13
 *Table
            of Contents*
  **Item
        7. Financial Statements.**
 
 
 Argenta
        Systems Inc.
 (A
        Development Stage Company)
 
  Report
                  of Independent Registered Public Accounting Firm
              F-1Balance
                  Sheets
              F-2Statements
                  of Operations
              F-3Statements
                  of Cash Flows
              F-4Statement
                  of Stockholders’ Deficit
              F-5Notes
                  to the Financial Statements
              F-6
                  to F-10
  14
 *Table
            of Contents*
  
 
 
 Report
        of Independent Registered Public Accounting Firm
 
 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, 2005 and 2004 and the related statements
        of
        operations, cash flows and stockholders’ deficit for the period from June 1,
        1999 (Date of Inception) to December 31, 2005 and the years ended December
        31,
        2005 and 2004. 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 the standards of the Public Company
        Accounting Oversight Board (United States). 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 financial statements referred to above present fairly, in all
        material respects, the financial position of Argenta Systems Inc. (A Development
        Stage Company), as of December 31, 2005 and 2004, and the results of its
        operations and its cash flows for the period from June 1, 1999 (Date of
        Inception) to December 31, 2005, and the years ended December 31, 2005 and
        2004,
        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 generated minimal revenues, has a working capital deficiency
        and
        has incurred operating losses since inception. 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.
 
  */s/
        “Manning Elliott LLP”*
  CHARTERED
        ACCOUNTANTS
 
 Vancouver,
        Canada
 
 March
        1,
        2006
  F-1
 *Table
            of Contents*
  Argenta
        Systems Inc.
 (A
        Development Stage Company)
 Balance
        Sheets
 (Expressed
        in U.S. dollars)
  December
                  31,
                2005
                $
              
              December
                  31,
                2004
                $ASSETSCurrent
                  AssetsCash
              
              
              1
              
              
              -Total
                  Assets
              
              
              1
              
              
              -LIABILITIES
                  AND STOCKHOLDERS’ DEFICITCurrent
                  LiabilitiesAccounts
                  payable
              
              
              10,402
              
              
              6,992Accrued
                  liabilities
              
              
              7,975
              
              
              4,150Due
                  to related parties (Note 4(a) and (b))
              
              
              188,014
              
              
              121,001Total
                  Current Liabilities
              
              
              206,391
              
              
              132,143Contingencies
                  and Commitments (Notes 1 and 3)Stockholders’
                  DeficitPreferred
                  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
              
              
              9,000Additional
                  Paid-in Capital
              
              
              40,575
              
              
              40,575Donated
                  Capital (Note 4(c))
              
              
              203,600
              
              
              167,600Deficit
                  Accumulated During the Development Stage
              
              
              (459,565
              )
              
              (349,318
              )Total
                  Stockholders’ Deficit
              
              
              (206,390
              )
              
              (132,143
              )Total
                  Liabilities and Stockholders’ Deficit
              
              
              1
              
              
              -
  (The
          Accompanying Notes are an Integral Part of the Financial
          Statements)
  F-2
 *Table
            of Contents*
  Argenta
        Systems Inc.
 (A
        Development Stage Company)
 Statements
        of Operations
 (Expressed
        in U.S. dollars)
 
 
 Accumulated
                  From June 1, 1999 (Date of Inception) to December 31,
              
              For
                  the Year Ended December 31,
              
              For
                  the Year Ended December 31,2005
              
              2005
              
              2004$
              
              $
              
              $Revenue
              
              
              282
              
              
              282
              
              
              -ExpensesAmortization
              
              
              590
              
              
              590
              
              
              -Forgiveness
                  of debt
              
              
              (8,170
              )
              
              -
              
              
              -Impairment
                  loss on website development costs
              
              
              1,910
              
              
              1,910
              
              
              -Imputed
                  interest
              
              
              5,000
              
              
              -
              
              
              -License
                  amortized and written-off
              
              
              2,000
              
              
              -
              
              
              -Selling,
                  general and administrative
              
              
              458,517
              
              
              108,029
              
              
              95,604Total
                  Expenses
              
              
              459,847
              
              
              110,529
              
              
              95,604Net
                  Loss For The Period
              
              
              (459,565
              )
              
              (110,247
              )
              
              (95,604
              )Net
                  Loss Per Share - Basic and Diluted
              
              
              
              
              
              (0.01
              )
              
              (0.01
              )Weighted
                  Average Shares Outstanding
              
              
              
              
              
              9,000,000
              
              
              9,000,000
 (The
            Accompanying Notes are an Integral Part of the Financial
            Statements)
 F-3
 *Table
            of Contents*
  Argenta
        Systems Inc.
 (A
        Development Stage Company)
 Statements
        of Cash Flows
 (Expressed
        in U.S. dollars)
 
 
 Accumulated
                  From June 1, 1999 (Date of Inception) to December 31,
              
              For
                  the Year Ended December 31,
              
              For
                  the Year Ended December 31,2005
              
              2005
              
              2004$
              
              $
              
              $Cash
                  Flows to Operating ActivitiesNet
                  loss
              
              
              (459,565
              )
              
              (110,247
              )
              
              (95,604
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activitiesAmortization
              
              
              590
              
              
              590
              
              
              -Donated
                  rent and services
              
              
              198,600
              
              
              36,000
              
              
              36,000Expenses
                  not paid with cash
              
              
              2,575
              
              
              -
              
              
              -Forgiveness
                  of debt
              
              
              (8,170
              )
              
              -
              
              
              -Impairment
                  loss on website development costs
              
              
              1,910
              
              
              1,910
              
              
              -Imputed
                  interest
              
              
              5,000
              
              
              -
              
              
              -License
                  amortized and written-off
              
              
              2,000
              
              
              -
              
              
              -Changes
                  in operating assets and liabilitiesAccounts
                  payable and accrued liabilities
              
              
              18,377
              
              
              7,235
              
              
              993Due
                  to related parties
              
              
              223,470
              
              
              57,299
              
              
              58,608Net
                  Cash Used in Operating Activities
              
              
              (15,213
              )
              
              (7,213
              )
              
              (3
              )Cash
                  Flows Used In Investing ActivitiesIssuance
                  of note receivable
              
              
              (12,000
              )
              
              -
              
              
              -Website
                  development costs
              
              
              (2,500
              )
              
              (2,500
              )
              
              -Net
                  Cash Used in Investing Activities
              
              
              (14,500
              )
              
              (2,500
              )
              
              -Cash
                  Flows From Financing ActivitiesAdvances
                  from related parties
              
              
              9,714
              
              
              9,714
              
              
              -Issuance
                  of common shares
              
              
              20,000
              
              
              -
              
              
              -Net
                  Cash Provided by Financing Activities
              
              
              29,714
              
              
              9,714
              
              
              -Increase
                  (Decrease) in Cash
              
              
              1
              
              
              1
              
              
              (3
              )Cash
                  - Beginning of Period
              
              
              -
              
              
              -
              
              
              3Cash
                  - End of Period
              
              
              1
              
              
              1
              
              
              -Non-cash
                  Investing and Financing Activities
              
              
              
              
              
              -
              
              
              -2,500,000
                  shares issued for organizational costs
              
              
              2,500
              
              
              -
              
              
              -2,000,000
                  shares issued for the acquisition of a license (Note 4)
              
              
              2,000
              
              
              -
              
              
              -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
                  DisclosuresInterest
                  paid
              
              
              
              
              
              -
              
              
              -Income
                  tax paid
              
              
              
              
              
              -
              
              
              -
  (The
          Accompanying Notes are an Integral Part of the Financial
          Statements)
  F-4
 *Table
            of Contents*
  Argenta
        Systems Inc.
 (A
        Development Stage Company)
 Statements
        of Stockholders’ Deficit
 From
        June
        1, 1999 (Date of Inception) to December 31, 2005
 (expressed
        in U.S. dollars)
 
 
 Common
                  Stock
              
              Additional
                  Paid-in
              
              Donated
              
              Deficit
                  Accumulated During the DevelopmentShares
              
              Amount
              
              Capital
              
              Capital
              
              Stage
              
              Total#
              
              $
              
              $
              
              $
              
              $
              
              $Balance
                  - June 1, 1999 (Date of Inception)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Stock
                  issued for organizational costs
              
              
              2,500,000
              
              
              2,500
              
              
              -
              
              
              -
              
              
              -
              
              
              2,500Additional
                  paid in capital for organizational costs incurred by a director
                  on behalf
                  of the Company
              
              
              -
              
              
              -
              
              
              75
              
              
              -
              
              
              -
              
              
              75Stock
                  issued for license
              
              
              2,000,000
              
              
              2,000
              
              
              -
              
              
              
              
              
              -
              
              
              2,000Net
                  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
              
              
              -
              
              
              -
              
              
              20,000Stock
                  issued for settlement of debt to a related party
              
              
              2,500,000
              
              
              2,500
              
              
              22,500
              
              
              -
              
              
              -
              
              
              25,000Donated
                  rent
              
              
              -
              
              
              -
              
              
              -
              
              
              5,100
              
              
              
              
              
              5,100Net
                  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
              
              
              -
              
              
              57,900Imputed
                  interest
              
              
              -
              
              
              -
              
              
              -
              
              
              5,000
              
              
              -
              
              
              5,000Net
                  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
              
              
              -
              
              
              63,600Net
                  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
              )Donated
                  consulting
              
              
              -
              
              
              -
              
              
              -
              
              
              36,000
              
              
              -
              
              
              36,000Net
                  loss for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (95,604
              )
              
              (95,604
              )Balance
                  - December 31, 2004
              
              
              9,000,000
              
              
              9,000
              
              
              40,575
              
              
              167,600
              
              
              (349,318
              )
              
              (132,143
              )Donated
                  consulting
              
              
              -
              
              
              -
              
              
              -
              
              
              36,000
              
              
              -
              
              
              36,000Net
                  loss for the year
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (110,247
              )
              
              (110,247
              )Balance
                  - December 31, 2005
              
              
              9,000,000
              
              
              9,000
              
              
              40,575
              
              
              203,600
              
              
              (459,565
              )
              
              (206,390
              )
  (The
          Accompanying Notes are an Integral Part of the Financial
          Statements)
  F-5
 *Table
            of Contents*
  Argenta
        Systems Inc.
 (A
        Development Stage Company)
 Notes
        to
        the Financial Statements
 (expressed
        in U.S. dollars)
 
 1.
              Development
                  Stage Company
  Argenta
        Systems Inc. herein (the “Company”) was incorporated in the State of Nevada,
        U.S.A. on June 1, 1999. During the period, the Company acquired the exclusive
        right to distribute an energy drink in Spain, and a non-exclusive right to
        distribute the energy drink around the world, via the Internet. The Company
        had
        previously 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.
  The
        Company is a Development Stage Company, as defined by Statement of Financial
        Accounting Standard (“SFAS”) No.7 “ *Accounting
        and Reporting by Development Stage Enterprises* ”.
        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, 2005, the Company has not recognized significant
        revenue, has a working capital deficiency of $206,390 and has accumulated
        operating losses of $459,565 since its inception. The Company expects to
        fund
        itself in the next twelve months by the sale of common 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/or generate significant revenue. There is
        no
        guarantee that the Company will be able to raise any equity financing or
        generate significant revenue. 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)
              Basis
                  of Presentation and Year End
  These
        financial statements are presented in accordance with accounting principles
        generally accepted in the United States, and are expressed in U.S. dollars.
        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)
              Website
                  Development Costs
 
 The
        Company recognizes the costs associated with developing a website in accordance
        with the American Institute of Certified Public Accountants Statement of
        Position No. 98-1, *“Accounting
        for the Costs of Computer Software Developed or Obtained for Internal
        Use”* .
        Relating to website development costs the Company follows the guidance pursuant
        to the Emerging Issues Task Force (EITF) No. 00-2, *“Accounting
        for Website Development Costs”.*
 
 Costs
        associated with the website consist primarily of website design and layout
        costs
        purchased from a third party. Payroll and related costs are not capitalized,
        as
        the amounts principally relate to maintenance. Internal costs related to
        the
        development of website content are expensed as incurred. On December 31,
        2005,
        the Company recognized an impairment loss of $1,910 due to the uncertainty
        of
        future cash flows and operations.
 
 (e)
              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.
  F-6
 *Table
            of Contents*
  Argenta
        Systems Inc.
 (A
        Development Stage Company)
 Notes
        to
        the Financial Statements
 (expressed
        in U.S. dollars)
 
 2.
              Summary
                  of Significant Accounting Policies
                  (continued)
  (f)
              Long-lived
                  Assets
 
 In
        accordance with the Financial Accounting Standards Board (“FASB”) SFAS No. 144, *“Accounting
        for the Impairment or Disposal of Long-Lived Assets”* ,
        the
        carrying value of intangible assets and other long-lived assets is reviewed
        on a
        regular basis for the existence of facts or circumstances that may suggest
        impairment. The Company recognizes an impairment when the sum of the expected
        undiscounted future cash flows is less than the carrying amount of the asset.
        Impairment losses, if any, are measured as the excess of the carrying amount
        of
        the asset over its estimated fair value.
 
 (g)
              Foreign
                  Currency Translation
 
 The
        Company’s functional and reporting currency is the United States dollar.
        Monetary assets and liabilities denominated in foreign currencies are translated
        to United States dollars in accordance with SFAS No. 52 *“Foreign
        Currency Translation”* using
        the exchange rate prevailing at the balance sheet date. Gains and losses
        arising
        on translation or settlement of foreign currency denominated transactions
        or
        balances are included in the determination of income. Foreign currency
        transactions are primarily undertaken in Canadian dollars. The Company has
        not,
        to the date of these financials statements, entered into derivative instruments
        to offset the impact of foreign currency fluctuations.
 
 (h)
              Income
                  Taxes
 
 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, *“Accounting
        for Income Taxes”* ,
        as of
        its inception. Pursuant to SFAS No. 109 the Company is required to compute
        tax
        asset benefits for net operating losses carried forward. The potential benefits
        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.
 
 (i)
              Revenue
                  Recognition
 
 The
        Company receives revenue from the sale of energy drinks via the internet,
        through the Company’s web site. The Company records revenue on a net basis in
        accordance with EITF 99-19, *“Reporting
        Revenue Gross as a Principal vs. Net as an Agent”,* as the
        Company is acting as an Agent for the provider of the energy drink, and does
        not
        assume any risks or rewards of the ownership of the products. The Company
        recognizes revenue in accordance with Securities and Exchange Commission
        Staff
        Accounting Bulletin No. 104 *“Revenue
        Recognition in Financial Statements”,* when
        there is persuasive evidence of an arrangement, delivery of products has
        occurred or services rendered, the seller’s price to the buyer is fixed or
        determinable, and collectibility is reasonably assured.
 
 For
        the
        year ended December 31, 2005, revenue from a single, third party customer
        represented 100% of total revenue.
 
 (j)
              Comprehensive
                  Loss
  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, 2005 and 2004,
        the Company has no items that represent comprehensive loss and, therefore,
        has
        not included a schedule of comprehensive loss in the financial
        statements.
  F-7
 *Table
            of Contents*
  Argenta
        Systems Inc.
 (A
        Development Stage Company)
 Notes
        to
        the Financial Statements
 (expressed
        in U.S. dollars)
 
 2.
              Summary
                  of Significant Accounting Policies
                  (continued)
  (k)
              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 and 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.
 
 (l)
              Stock-based
                  Compensation
 
 The
        Company accounts for stock-based awards using the intrinsic value method
        of
        accounting in accordance with Accounting Principles Board Opinion No. 25,
        “ *Accounting
        for Stock Issued to Employees* ”
(APB
        25). Under the intrinsic value method of accounting, compensation expense
        is
        recognized if the exercise price of the Company’s employee stock options is less
        than the market price of the underlying common stock on the date of grant.
        SFAS
        No. 123 “ *Accounting
        for Stock-Based Compensation* ”
(SFAS
        123) established a fair value based method of accounting for stock-based
        awards.
        Under the provisions of SFAS 123, companies that elect to account for
        stock-based awards in accordance with the provisions of APB 25 are required
        to
        disclose the pro forma net income (loss) that would have resulted from the
        use
        of the fair value based method under SFAS 123.
 
 The
        Company follows the disclosure requirements of SFAS No. 148, “ *Accounting
        for Stock-Based Compensation - Transition and Disclosure an Amendment of
        FASB
        Statement No. 123* ”
(SFAS
        148), which requires more prominent disclosures in both annual and interim
        financial statements regarding the method of accounting for stock-based employee
        compensation and the effect of the method used on reported results.
 
 The
        Company has not issued any stock options since its inception.
 
 (m)
              Recent
                  Accounting Pronouncements
  In
        May
        2005, the FASB issued SFAS No. 154, *“Accounting
        Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS
        No.
        3”* .
        SFAS
        154 changes the requirements for the accounting for and reporting of a change
        in
        accounting principle and applies to all voluntary changes in accounting
        principle. It also applies to changes required by an accounting pronouncement
        in
        the unusual instance that the pronouncement does not include specific transition
        provisions. SFAS 154 requires retrospective application to prior periods’
financial statements of changes in accounting principle, unless it is
        impracticable to determine either the period-specific effects or the cumulative
        effect of the change. The provisions of SFAS No. 154 are effective for
        accounting changes and correction of errors made in fiscal years beginning
        after
        December 15, 2005. The adoption of this standard is not expected to have
        a
        material effect on the Company’s results of operations or financial
        position.
 
 In
        December 2004, the FASB issued SFAS No. 153, *“Exchanges
        of Nonmonetary Assets - An Amendment of APB Opinion No. 29”* .
        The
        guidance in APB Opinion No. 29, *“Accounting
        for Nonmonetary Transactions”* ,
        is
        based on the principle that exchanges of nonmonetary assets should be measured
        based on the fair value of the assets exchanged. The guidance in that Opinion,
        however, included certain exceptions to that principle. SFAS No. 153 amends
        Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar
        productive assets and replaces it with a general exception for exchanges
        of
        nonmonetary assets that do not have commercial substance. A nonmonetary exchange
        has commercial substance if the future cash flows of the entity are expected
        to
        change significantly as a result of the exchange. The provisions of SFAS
        No. 153
        are effective for nonmonetary asset exchanges occurring in fiscal periods
        beginning after June 15, 2005. Early application is permitted and companies
        must
        apply the standard prospectively. The adoption of this standard is not expected
        to have a material effect on the Company’s results of operations or financial
        position.
  F-8
 *Table
            of Contents*
  Argenta
        Systems Inc.
 (A
        Development Stage Company)
 Notes
        to
        the Financial Statements
 (expressed
        in U.S. dollars)
 
 2.
              Summary
                  of Significant Accounting Policies
                  (continued)
 
 (m)
              Recent
                  Accounting Pronouncements
                  (continued)
  In
        December 2004, the FASB issued SFAS No. 123R, *“Share
        Based Payment”* .
        SFAS
        123R is a revision of SFAS No. 123 *“Accounting
        for Stock-Based Compensation”* ,
        and
        supersedes APB Opinion No. 25, *“Accounting
        for Stock Issued to Employees”* and its
        related implementation guidance. SFAS 123R establishes standards for the
        accounting for transactions in which an entity exchanges its equity instruments
        for goods or services. It also addresses transactions in which an entity
        incurs
        liabilities in exchange for goods or services that are based on the fair
        value
        of the entity’s equity instruments or that may be settled by the issuance of
        those equity instruments. SFAS 123R focuses primarily on accounting for
        transactions in which an entity obtains employee services in share-based
        payment
        transactions. SFAS 123R requires a public entity to measure the cost of employee
        services received in exchange for an award of equity instruments based on
        the
        grant-date fair value of the award (with limited exceptions). That cost will
        be
        recognized over the period during which an employee is required to provide
        service in exchange for the award - the requisite service period (usually
        the
        vesting period). SFAS 123R requires that the compensation cost relating to
        share-based payment transactions be recognized in financial statements. That
        cost will be measured based on the fair value of the equity or liability
        instruments issued. Public entities that file as small business issuers will
        be
        required to apply SFAS 123R in the first interim or annual reporting period
        that
        begins after December 15, 2005. The adoption of this standard is not expected
        to
        have a material effect on the Company’s results of operations or financial
        position.
 
 In
        March
        2005, the SEC staff issued Staff Accounting Bulletin No. 107 (“SAB 107”) to give
        guidance on the implementation of SFAS 123R. The Company will consider SAB
        107
        during implementation of SFAS 123R.
 
 (n)
              Reclassifications
 
 Certain
        reclassifications have been made to the prior period’s financial statements to
        conform to the current period’s presentation.
  3.
              Commitments
 
 (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; however,
                  management decided that it was not in the best interest of the
                  Company to
                  commence a lawsuit. This license was cancelled and all financial
                  obligations pursuant to the license agreement were extinguished.
                  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 an initial term of three years. The license has been renewed
                  until
                  February 14, 2006. The Company must pay an annual fee of $500 for
                  maintenance of the grantor’s web site commencing on the start-up of
                  operations. The grantor of the license retains 50% of the profit
                  on sales
                  made.
 
 (b)
              On
                  March 28, 2005, the Company entered into an agreement that gives
                  the
                  Company the exclusive right to distribute an energy drink in Spain.
                  The
                  Company is to pay a 3.5% commission on all sales. The Company was
                  also
                  granted a non-exclusive right to distribute this product worldwide
                  via the
                  Internet. The Company is to pay a 3% commission on these sales.
                  The term
                  of this agreement is five years and can be renewed for an additional
                  five
                  years, unless three months written notice of cancellation is given
                  by
                  either party.
  F-9
 *Table
            of Contents*
  Argenta
        Systems Inc.
 (A
        Development Stage Company)
 Notes
        to
        the Financial Statements
 (expressed
        in U.S. dollars)
 
 4.
              Related
                  Party Transactions
 
 (a)
              The
                  President of the Company is owed $57,319 (December 31, 2004 - $40,629)
                  for
                  cash advances and for expenditures paid on behalf of the Company.
                  The
                  amount due is non-interest bearing, unsecured and due on
                  demand.
 
 (b)
              A
                  shareholder of the Company is owed $130,695 (December 31, 2004
                  - $80,372)
                  for cash advances and for expenditures paid on behalf of the Company.
                  The
                  amount is non-interest bearing, unsecured and due on
                  demand.
 
 (c)
              During
                  the year ended December 31, 2005, consulting services with a fair
                  value of
                  $36,000 (2004 - $36,000) were contributed by the President of the
                  Company
                  and a shareholder and charged to operations and treated as donated
                  capital.
 
 (d)
              During
                  the year ended December 31, 2005, consulting services with a fair
                  value of
                  $24,000 (2004 - $24,000) were paid to the President of the Company
                  and a
                  shareholder.
 
 (e)
              During
                  the year ended December 31, 2005, rent of $11,600 (2004 - $8,600)
                  was paid
                  to the President of the Company and a
                  shareholder.
 
 5.
              Income
                  Taxes
 
 The
        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 $256,000 which commence expiring in 2019. Pursuant to
        SFAS
        No. 109 the Company is required to compute tax asset benefits for net operating
        losses carried forward. The potential benefits 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. For the years ended December 31, 2005 and
        2004,
        the valuation allowance established against the deferred tax assets increased
        by
        $27,700 and $20,400, respectively.
 
 The
        components of the net deferred tax asset at December 31, 2005 and 2004, and
        the
        statutory tax rate, the effective tax rate and the elected amount of the
        valuation allowance are indicated below:
  2005
                $
              
              2004
                $Net
                  Operating Losses Carried Forward
              
              
              256,000
              
              
              182,000Statutory
                  Tax Rate
              
              
              35
              %
              
              34
              %Effective
                  Tax Rate
              
              
              -
              
              
              -Deferred
                  Tax Asset
              
              
              89,600
              
              
              61,900Valuation
                  Allowance
              
              
              (89,600
              )
              
              (61,900
              )Net
                  Deferred Tax Asset
              
              
              -
              
              
              -
  F-10
 *Table
            of Contents*
 
 **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
        8A. 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 fiscal year ended December 31, 2003, that have materially
        affected, or are reasonably likely to materially affect our internal control
        over financial reporting.
 
 **PART
        III**
 
 **Item
        9. 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
              
              51
              
              President,
                  CEO and DirectorJo
                  Ann Hilton
              
              45
              
              Secretary
                  and Director
  Douglas
        Levell - Douglas Levell is currently employed as a Business Consultant with
        the
        Interior Health Authority in Kelowna, British Columbia, Canada. Previously,
        Mr.
        Levell was 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. Mr. Levell also served as Comptroller for one
        of
        Canada’s premier wineries, Cedar Creek Estate Winery in Kelowna, BC. He has been
        President of the Company since October 2002.
 
 Jo
        Ann
        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 the Company’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.
 
 **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.
  24
 *Table
            of Contents*
 
 **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 has 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
        10. 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 the fiscal
        year ended December 31, 2005. No other compensation was paid to any such
        officers or directors during this time period.
 
 **Annual
        Compensation Table**
 Annual
                    Compensation
                
                
                
                Long
                    Term CompensationName
                
                Title
                
                Year
                
                Salary
                
                Bonus
                
                Annual
                    Com PensationAwarded
                
                Other
                    Restricted Stock Options
                
                SARs(#)
                
                LTIPPayout
                
                All
                    Other CompensationDouglas
                    Levell
                
                
                Director
                    President and CEO
                
                
                2005
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                12,000Jo
                    Ann Hilton
                
                
                Director
                    and Secretary
                
                
                2005
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
                
                
                0
  25
 *Table
            of Contents*
  **Item
        11. 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, 2005 and by the officers and directors of
        the
        Company as a group. Except as otherwise indicated, all shares are owned
        directly.
 
 Title
                  of class
              
              Name
                  and Addressof
                  beneficial owner
              
              Beneficialownership
              
              Amount
                  of Percentof
                  classCommon
                  Stock
              
              Global
                  WarmingSolutions
                  Corp.(Beneficial
                  OwnerDouglas
                  Levell132-2220
                  Shannon Ridge Dr.Kelowna,
                  BC, CanadaV4T
                  2T6)
              
              4,500,000
              
              50.0%Common
                  Stock
              
              Roxborough
                  FinancialGroup
                  Inc.
              
              500,000
              
              5.55%270
                  N. Canon Dr. #1079Beverly
                  Hills, CA90210Common
                  Stock
              
              Rebecca
                  Hines
              
              500,000
              
              5.55%518
                  Anderson St.Fergus,
                  ON, N1M 1Z7Common
                  Stock
              
              Ray
                  Veldman
              
              500,000
              
              5.55%4654
                  Cedar, BellaireTexas,
                  77401Common
                  Stock
              
              Kristen
                  Merry
              
              500,000
              
              5.55%1884
                  Manly WayGrand
                  Forks, BC V0H 1H2
 
 **Management
        Ownership**
  Title
                  of class
              
              Name
                  and Addressof
                  beneficial owner
              
              Beneficialownership
              
              Amount
                  of Percentof
                  classCommon
                  Stock
              
              Global
                  Warming
              
              4,500,000
              
              50.0%Solutions
                  Corp.(Beneficial
                  Owner,Douglas
                  Levell132-2220
                  Shannon Ridge Dr.Kelowna,
                  BC, CanadaV4T
                  2T6)
 
 Douglas
        Levell owns all of the issued and outstanding stock of Global Warming Solutions
        Corp.
  26
 *Table
            of Contents*
  **Item
        12. 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 12 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
        13. Exhibits and Reports on Form 8-K**
  There
        are
        no Reports on Form 8-K incorporated by reference.
 
 **Item
        14. Controls and Procedures**
 
 See
        Item
        8A above for the information required by Item 307 of Regulation
        S-B.
 
 
 **Item
        15. Principal Accountant Fees and
        Services**
 
 Audit
        Fees
 
 Audit
        fees consist of fees billed for professional services rendered for the audit
        of
        our financial statements and the review or audit of the interim statements.
        The
        total fees billed by Manning Elliott LLP Chartered Accountants for the fiscal
        year ended December 31, 2004 was $5,500 and for the fiscal year ended December
        31, 2005 was $7,400.
 
 Audit
        Related Fees
 
 There
        were no audit related services and no fees billed for audited related services
        for the fiscal year ended December 31, 2004 and December 31, 2005.
 
 All
        Other
        Fees
 
 There
        was
        no tax preparation fees billed for the fiscal year ended December 31, 2004
        and
        December 31, 2005.
  27
 *Table
            of Contents*
  **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. LEVELLDouglas
                  S. Levell, President, CEO and Director
  Date
              March
                  30, 2006
 By/s/
                      JO ANN HILTONJo
                      Ann Hilton, Secretary and Director
 Date
              March
                  30, 2006
 
 ·
              Print
                  the name and title of each signing officer under his signature.
  28