****
 **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
      1934For
      the fiscal year ended 2004o
    TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the transition period from _______________________ to
      _____________Commission
      file number
________________________________
 
 **Argenta
      Systems Inc.**
      (Name
      of small business issuer in its charter)Nevada
    6-0609457(State
      or other jurisdiction of incorporation or organization)
    (I.R.S.
      Employer Identification No.)#1160
      - 9601 Wilshire Blvd
      Beverly
      Hills, CA
    90210(Address
      of principal executive offices)
    (Zip
      Code)Issuer's
      telephone number(250)
      768-5544Securities
      registered under Section 12(b) of the Exchange Act:
NoneSecurities
      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
  Registrant’s
revenues for the December 31, 2004 fiscal year were $Nil.
 
 
 
 
 The
aggregate market value of the voting stock held by non-affiliates of registrant,
as of the last business day and registrant’s most recently completed fiscal
quarter, and of the date hereof, is $Nil.
  The
number of shares of the issuer's Common Stock outstanding as of March 30, 2005
is 9,000,000.
  Transitional
Small Business Disclosure Format (Check one): Yes o;  No x
  2
  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
    12Item 7
    Financial Statements
    15Item 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
 Table of Contents
  **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. 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.
 
 **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
 
 The
Company cannot predict the nature of any future state or Federal laws,
regulations, interpretations or applications, nor can it determine what effect
additional governmental regulations or administrative orders, when and if
promulgated, would have on its business in the future. Although the regulation
of dietary supplements is less restrictive than that of drugs and food
additives, the Company cannot assure you that the current statutory scheme and
regulations applicable to dietary supplements will remain less restrictive.
Further, the Company cannot assure you that, under existing laws and
regulations, or if more stringent statutes are enacted, regulations are
promulgated or enforcement policies are adopted, it is or will be in compliance
with these existing or new statutes, regulations or enforcement policies without
incurring material expenses or adjusting its business strategy. Any laws,
regulations, enforcement policies, interpretations or applications applicable to
the Company business could require the reformulation of certain products to meet
new standards, the recall or discontinuance of certain products not capable of
reformulation, additional record keeping, expanded documentation of the
properties of certain products, expanded or different labeling or scientific
substantiation.
 
 **Regulation
of the Internet**
 
 In
general, existing laws and regulations apply to transactions and other activity
on the Internet; however, the precise applicability of these laws and
regulations to the Internet is sometimes uncertain. The vast majority of such
laws 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 #843 - 203 Kimta
Road, Victoria, British Columbia, V9A 6T5 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**
  In
connection with the amendment to the Articles of Incorporation wherein we
changed our name and increased our authorized common stock and created a class
of preferred stock, we did not file with the Securities and Exchange Commission
information similar to that which is required for a proxy solicitation. The
Company did not engage in any proxy solicitation. The majority shareholders
approved the transaction by consent. If there is no proxy solicitation, the
Company was still required to supply the information required by Schedule 14C to
the shareholders entitled to vote at least 20 days prior to any action. The
transactions were consummated in violation of the rules. A private right of
action may lie by the existing shareholders for the alleged violation of Rule
14c-6.
  **PART
II**
  **Item 5. Market for Common Equity and Related Stockholder
Matters**
  **Market
Information and Market Price**
 
 There is
no trading market for our common stock at present and there has been no trading
market to date. Our common stock is not traded on any exchange. There is no
assurance that a trading market will ever develop or, if such a market does
develop, that it will continue. A broker-dealer has made application to the NASD
Regulation, Inc. to have the Company's securities traded on the OTC Bulletin
Board System or published, in print and electronic media, or either, in the Pink
Sheets. We cannot guarantee that we will obtain a listing.
 
 Before a
price can be entered in the pink sheets, a broker-dealer must make a
supplemental filing with the NASD Regulation, Inc. which includes the basis and
factors for the broker-dealer’s price quotation and said filing must be received
by the NASD Regulation, Inc. three days before the priced entry appears in the
quotation media.
 
 Once a
priced quotation has been entered in the pink sheets computerized system,
broker-dealers who are using the pink sheet electronic quotation service have
access to price information from various market makers. There are no pink sheet
rules for market maker quotes. Market makers can submit two sided, one sided or
name only quotes in the pink sheets. The pink sheets will only accept quotations
from Securities and Exchange Commission registered broker-dealers and market
makers are subject to applicable federal and state securities laws and National
Association of Securities Dealers Rules. Market makers must be subscribers and
must have quotation privileges to “securities in the pink sheets.” The NASD
Regulation, Inc. reviews the market makers application and if cleared, it cannot
be assumed by any investor that any federal, state or self regulatory
requirements other than certain NASD rules and Rule 15c2-11 under the Securities
Exchange Act of 1934, as amended, has been considered by the NASD Regulation,
Inc. Further, the clearance should not be construed by any investor as
indicating that the NASD Regulation, Inc., the Securities and Exchange
Commission or any state securities commission have passed upon the accuracy or
adequacy of any of the documents contained in our submission to the
broker-dealer.
 The OTC
Bulletin Board, which is operated by the NASDAQ Stock Market, Inc., will be
phased out in and there will be a new market established known as the Bulletin
Board Exchange. The Bulletin Board Exchange will be a listed market place, with
qualitative listing standards but with no minimum share price, income, or asset
requirements. The system has been designed to provide market participants and
customers with increased speed and reliability to transactions, as well as to
improve the overall transparency of the market place. In general, the Bulletin
Board Exchange will have minimum requirements of 100 round-lot shareholders and
200,000 shares in the public float and will have certain minimum corporate
governance standards to those presently existing for the NASDAQ National Market
and small cap markets, with an adjustment to certain of the requirements
cognizant of the difficulty that small companies, such as ours, may have in
meeting those governance standards. If we do not qualify for listing on the
Bulletin Board Exchange, we will continue to be traded, provided we have market
makers trading our securities, in the pink sheets.
 10
 Table of Contents
 
 **Other
Stock Market Considerations**
 
 The
Securities and Exchange Commission adopted Rule 15g-9, which established the
definition of a "penny stock," for purposes relevant to the Company, as any
equity security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (i)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
trans-actions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience and objectives of the person; and (ii)
make a reasonable determination that the transactions in penny stocks are
suitable for that person and that person has sufficient knowledge and experience
in financial matters to be capable of evaluating the risks of transactions in
penny stocks. The broker or dealer must also deliver, prior to any transaction
in a penny stock, a disclosure schedule prepared by the Commission relating to
the penny stock market, which, in highlight form, (i) sets forth the basis on
which the broker or dealer made the suitability determination; and (ii) that the
broker or dealer received a signed, written agreement from the investor prior to
the trans-action. Disclosure also has to be made about the risks of investing in
penny stock in both public offering and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny
stocks.
 
 For the
initial listing in the NASDAQ SmallCap market, a company must have net tangible
assets of $4 million or market capitalization of $50 million or a net income (in
the latest fiscal year or two of the last fiscal years) of $750,000, a public
float of 1,000,000 shares with a market value of $5 million. The minimum bid
price must be $4.00 and there must be 3 market makers. In addition, there must
be 300 shareholders holding 100 shares or more, and the company must have an
operating history of at least one year or a market capitalization of $50
million.
 
 For
continued listing in the NASDAQ SmallCap market, a company must have net
tangible assets of $2 million or market capitalization of $35 million or a net
income (in the latest fiscal year or two of the last fiscal years) of $500,000,
a public float of 500,000 shares with a market value of $1 million. The minimum
bid price must be $1.00 and there must be 2 market makers. In addition, there
must be 300 shareholders holding 100 shares or more.
  No
established public trading market exists for the Company's securities. The
Company has no common equity subject to outstanding purchase options or
warrants. The Company has no securities convertible into its common equity.
There is no common equity that could be sold pursuant to Rule 144 under the
Securities Act of 1933, as amended, or that the Company has agreed to register
under the Securities Act of 1933, as amended, for sale by
shareholders.
  **Shareholders**
  As of
December 31, 2004 there were 36 shareholders of record.
  **Dividends**
  The
Company has not previously declared or paid any dividends on its common stock
and does not anticipate declaring any dividends in the foreseeable
future.
  **Shares
Eligible for Future Sale**
 
 As of the
date of this report, all of the issued and outstanding shares of the Company's
common stock held by non-affiliates (4,500,000 shares) should be eligible for
sale under Rule 144 promulgated under the Securities Act of 1933, as amended,
subject to certain limita-tions 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 circum-stances, 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.
 11
 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
dis-tribution 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, 2004, 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. No revenues were received by
the Company during this period.
 
 For 2005,
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.
 
 12
 Table of Contents
 
 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.
 
 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. It is anticipated that the
translations and website creation will be complete in a timely manner to
coincide with the implementation of the sales force. 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 will begin after completion of Milestones 1-4.
 
 Milestone
6: Achieve Revenues. The company will begin to realize revenues immediately
after the launch of the website with potential orders and sales made by the
company’s salespeople..
 
 The
management of the Company has entered into discussions with a well-established
Toronto, Canada based heavy industrial waste management company. Management has
conducted a rigorous due diligence process and has compiled sufficient data for
an analysis of the potential for a business venture between the two companies
with the objective of enhancing shareholder value. Future discussions are
pending achievement of a listing on the exchanges mentioned.
 
 **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, 2004 audited financial statements.
As at December 31, 2004, the Company has not recognized any revenue, has a
working capital deficit of $132,143 and has accumulated operating losses of
$349,318 since its inception. A minimum of $5,000 per quarter is needed to cover
expenses. Thus in the next year the Company will require $152,143 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 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.
 
 13
 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.
  14
 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
  15
 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, 2004 and 2003 and the related statements of
operations, cash flows and stockholders’ deficit for the period from June 1,
1999 (Date of Inception) to December 31, 2004 and the years ended December 31,
2004 and 2003. 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, 2004 and 2003, and the results of its
operations and its cash flows for the period from June 1, 1999 (Date of
Inception) to December 31, 2004, and the years ended December 31, 2004 and 2003,
in conformity with generally accepted accounting principles used in the United
States of America.
 
 The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has not generated any revenues, has a serious working capital
deficiency and has incurred start-up losses to date. These factors raise
substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans in regard to these matters are also discussed in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
 
 
 */s/
Manning Elliott*
 
 
 CHARTERED
ACCOUNTANTS
  Vancouver,
Canada
  March 23,
2005
   F -
1
 Table of Contents
   Argenta Systems Inc.
 (A
Development Stage Company)
 Balance
Sheets
 (expressed
in U.S. dollars)
 
 
 December
      31,
      2004
      $
    
    December
      31,
      2003
      $ASSETSCurrent
      AssetsCash
    
    
    -
    
    
    3Total
      Assets
    
    
    -
    
    
    3LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccounts
      payable
    
    
    6,992
    
    
    6,049Accrued
      liabilities
    
    
    4,150
    
    
    4,100Due
      to related parties (Note 4)
    
    
    121,001
    
    
    62,393Total
      Current Liabilities
    
    
    132,143
    
    
    72,542Stockholders’
      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)
    
    
    167,600
    
    
    131,600Deficit
      Accumulated During the Development Stage
    
    
    (349,318
    )
    
    (253,714
    )Total
      Stockholders’ Deficit
    
    
    (132,143
    )
    
    (72,539
    )Total
      Liabilities and Stockholders’ Deficit
    
    
    -
    
    
    3
  F -
2
 Table of Contents
  Argenta Systems Inc.
 (A
Development Stage Company)
 Statements
of Operations
 (expressed
in U.S. dollars)
 
 Accumulated
      FromJune
      1, 1999
    
    Year(Date
      of Inception)
    
    Endedto
      December 31,
    
    December
      31,2004
    
    2004
    
    2003$$
    
    $Revenue
    
    
    -
    
    
    -
    
    
    -ExpensesConsulting
      (Notes 4(b) and (c))
    
    
    210,325
    
    
    60,000
    
    
    60,000Imputed
      interest
    
    
    5,000
    
    
    -
    
    
    -License
      amortized and written-off
    
    
    2,000
    
    
    -
    
    
    -Office,
      rent and telephone (Note 4(e))
    
    
    62,509
    
    
    14,012
    
    
    20,353Professional
      fees
    
    
    38,292
    
    
    12,850
    
    
    9,900Transfer
      agent and regulatory
    
    
    14,423
    
    
    4,362
    
    
    3,234Travel
    
    
    24,939
    
    
    4,380
    
    
    1,204Less:
      Forgiveness of debt
    
    
    (8,170
    )
    
    -
    
    
    -Total
      Expenses
    
    
    349,318
    
    
    95,604
    
    
    94,691Net
      Loss
    
    
    (349,318
    )
    
    (95,604
    )
    
    (94,691
    )Net
      Loss Per Share - Basic and Diluted
    
    
    
    
    
    (0.01
    )
    
    (0.01
    )Weighted
      Average Shares Outstanding
    
    
    
    
    
    9,000,000
    
    
    9,000,000
  F -
3
 Table of Contents
  Argenta Systems Inc.
 (A
Development Stage Company)
 Statements
of Cash Flows
 (expressed
in U.S. dollars)
 
 
 Accumulated
      fromJune
      1, 1999(Date
      of Inception)
    
    Year
      endedto
      December 31,
    
    December
      31,2004
    
    2004
    
    2003$$
    
    $Cash
      Flows to Operating ActivitiesNet
      loss
    
    
    (349,318
    )
    
    (95,604
    )
    
    (94,691
    )Adjustments
      to reconcile net loss to net cash used by operating
    activitiesDonated
      rent and consulting
    
    
    162,600
    
    
    36,000
    
    
    63,600Expenses
      not paid with cash
    
    
    2,575
    
    
    -
    
    
    -Forgiveness
      of debt
    
    
    (8,170
    )
    
    -
    
    
    -Imputed
      interest
    
    
    5,000
    
    
    -
    
    
    -License
      amortized and written-off
    
    
    2,000
    
    
    -
    
    
    -Changes
      in operating assets and liabilitiesAccounts
      payable and accrued liabilities
    
    
    11,142
    
    
    993
    
    
    6,426Advances
      from related parties
    
    
    166,171
    
    
    58,608
    
    
    19,764Net
      Cash Used in Operating Activities
    
    
    (8,000
    )
    
    (3
    )
    
    (4,901
    )Cash
      Flows to Investing ActivitiesIssuance
      of note receivable
    
    
    (12,000
    )
    
    -
    
    
    -Net
      Cash Used in Investing Activities
    
    
    (12,000
    )
    
    -
    
    
    -Cash
      Flows from Financing ActivitiesIssuance
      of share capital
    
    
    20,000
    
    
    -
    
    
    -Net
      Cash Provided by Financing Activities
    
    
    20,000
    
    
    -
    
    
    -Change
      In Cash
    
    
    -
    
    
    (3
    )
    
    (4,901
    )Cash
      - Beginning of Period
    
    
    -
    
    
    3
    
    
    4,904Cash
      - End of Period
    
    
    -
    
    
    -
    
    
    3Non-cash
      Investing and Financing Activities2,500,000
      shares issued for organizational costs
    
    
    2,500
    
    
    -
    
    
    -2,000,000
      shares issued for the acquisition of a license (Note 3)
    
    
    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
    
    
    -
    
    
    -
    
    
    -
  F -
4
 Table of Contents
  Argenta Systems Inc.
 (A
Development Stage Company)
 Statement
of Stockholders’ Deficit
 From June
1, 1999 (Date of Inception) to December 31, 2004
 (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 and rent
    
    
    -
    
    
    -
    
    
    -
    
    
    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
    )
  F -
5
 Table of
Contents
  1.
    Development StageCompany
 
 Argenta
Systems Inc. herein (the “Company”) was incorporated in the State of Nevada,
U.S.A. on June 1, 1999. The Company acquired a license to market and distribute
a product in Ohio. As discussed in Note 3, this license was cancelled and
the Company has retained the right to sue the vendor. As a replacement for this
license, the Company was granted additional rights to market and distribute
vitamins, minerals, nutritional supplements, and other health and fitness
products in Spain. The grantor of the license offers these products for sale
from various suppliers on their web site.
 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, 2004, the Company has not recognized any revenue, has
a working capital deficit of $132,143 and has accumulated operating losses of
$349,318 since its inception. The Company expects to fund itself in the next
twelve months by sales of shares. The ability of the Company to emerge from the
development stage with respect to any planned principal business activity is
dependent upon its successful efforts to raise additional equity financing
and/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 and related notes 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 accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the periods.
Actual results could differ from those estimates.
  (c)
    Cash
      and Cash Equivalents
  The
Company considers all highly liquid instruments with a maturity of three months
or less at the time of issuance to be cash equivalents.
  (d)
    Long-lived
      Assets
  Costs to
acquire long-lived assets are capitalized as incurred. Carrying value is
evaluated in each reporting period to determine if there were events or
circumstances, which would indicate a possible inability to recover the carrying
amount. Such evaluation is based on various analyses including assessing the
Company’s ability to bring the commercial applications to market, related
profitability projections and undiscounted cash flows relating to each
application which necessarily involves significant management
judgment.
  (e)
    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
  2.
    Summary
      of Significant Accounting Policies
(continued)
  (f)
    Revenue
      Recognition
  The
Company will receive from the grantor of the license, commissions of 50% of the
profit on all sales made through the grantor’s web site. The Company will report
the commission revenue on a net basis as the Company is acting as an Agent for
the grantor and does not assume any risks or rewards of the ownership of the
products. The Company will recognize revenue in accordance with SEC Staff
Accounting Bulletin No. 104 when there is persuasive evidence of an arrangement,
delivery of products has occurred or services have been rendered, the seller’s
price to the buyer is fixed or determinable, and collectibility is reasonably
assured. This policy is prospective in nature, as the Company has not yet
generated any revenue.
  (g)
    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.
  (h)
    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, 2004 and 2003, the Company has no items that
represent comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the financial statements.
  (i)
    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.
  Statement
of Financial Accounting Standards 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 Statement of Financial Accounting
Standards 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 generated any stock options since its inception. Pro forma net
loss and basic and diluted net loss per share are the same as the reported
figures for the periods presented in these financial
statements.
  F -
7
 Table of Contents
  2.
    Summary
      of Significant Accounting Policies
(continued)
  (j)
    Recent
      Accounting Pronouncements
  In
December 2004, 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.
 
 In
December 2004, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standard (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 does not change the accounting guidance for share-based
payment transactions with parties other than employees provided in SFAS 123 as
originally issued and Emerging Issues Task Force Issue No. 96-18, “Accounting
for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
in Conjunction with Selling, Goods or Services”. SFAS 123R does not address the
accounting for employee share ownership plans, which are subject to AICPA
Statement of Position 93-6, “Employers’ Accounting for Employee Stock Ownership
Plans”. 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. The scope of SFAS 123R includes a wide range of share-based
compensation arrangements including share options, restricted share plans,
performance-based awards, share appreciation rights, and employee share purchase
plans. 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.
  The FASB
has also issued SFAS No. 151 and 152, but they will not have any relationship to
the operations of the Company. Therefore a description and its impact for each
on the Company’s operations and financial position have not been
disclosed.
 3.
    Licenses
  (a)
    The
      Company acquired a license to market and distribute a product in Ohio. The
      Company’s right to use this license was in jeopardy due to a lawsuit
      between the vendor of the license and the original owner. The Company and
      its shareholder have the right to sue for breach of contract; 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.
  (b)
    As
      a replacement for the above license, at no additional cost, the Company
      was granted additional rights to market vitamins, minerals, nutritional
      supplements and other health and fitness products through the grantor’s
      web site. The Company desires to market these products to medical
      practitioners, alternative health professionals, martial arts studios and
      instructors, sports and fitness trainers, other health and fitness
      practitioners, school and other fund raising programs and other similar
      types of customers in Spain. The license was acquired on February 14, 2000
      for an initial term of three years. The license has been renewed until
      February 14, 2005. 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.
 
 F -
8
 Table of Contents
 
 4.
    Related
      Party Transactions
  (a)
    The
      President of the Company is owed $40,629 (2003 - $22,581) 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 $80,372 (2003 - $39,812) for
      expenditures paid on behalf of the Company. The amount due is non-interest
      bearing, unsecured and due on demand.
  (c)
    During
      the year ended December 31, 2004, consulting services with a fair value of
      $36,000 (2003- $60,000) 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, 2004, consulting services of $24,000 (2003 -
      $Nil) were paid to the President of the Company and a
      shareholder.
  (e)
    During
      the year ended December 31, 2004, rent of $8,600 (2003 - $Nil) was paid to
      the President of the Company and a shareholder. In 2003, rent of $3,600
      was contributed by the President of the Company and charged to operations
      and treated as donated capital.
 
 
 5.
    Income
      Taxes
  Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has incurred cumulative net
operating losses of $181,718 which commence expiring in 2014. Pursuant to SFAS
No. 109 the Company is required to compute tax asset benefits for net operating
losses carried forward. Potential benefit of net operating losses have not been
recognized in these financial statements because the Company cannot be assured
it is more likely than not it will utilize the net operating losses carried
forward in future years.
  The
components of the net deferred tax asset at December 31, 2004 and 2003, and the
statutory tax rate, the effective tax rate and the elected amount of the
valuation allowance are indicated below:
 
 2004
      $
    
    2003
      $Net
      Operating Income (Loss)
    
    
    59,604
    
    
    31,093Statutory
      Tax Rate
    
    
    34
    %
    
    34
    %Effective
      Tax Rate
    
    
    -
    
    
    -Deferred
      Tax Asset
    
    
    20,265
    
    
    10,572Valuation
      Allowance
    
    
    (20,265
    )
    
    (10,572
    )Net
      Deferred Tax Asset
    
    
    -
    
    
    -
  F -
9
 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
    50
    President,
      CEO and DirectorJo
      Ann Hilton
    44
    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. ExecutiveCompensation**

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, 2004. No other compensation was paid to any such
officers or directors during this time period.

**Annual
Compensation Table**

Annual
      Compensation
    
    Long
      Term CompensationOtherAnnual-
    
    Restricted
    
    
    
    
    
    AllCom-
    
    Stock
    
    
    
    
    
    OtherPen
    
    Options
    
    
    
    LTIP
    
    Compen-Name
    
    Title
    
    Year
    
    Salary
    
    Bonus
    
    sation
    
    Awarded
    
    SARs(#)
    
    Payout
    
    sationDouglas
    
    
    Director
    
    
    2004
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    12,000Levell
    
    
    Presidentand
      CEOJo
      Ann
    
    
    Director
    
    
    2004
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    0
    
    
    0Hilton
    
    
    andSecretary

25
Table of Contents**Item 11. SecurityOwnership 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, 2004 and by the officers and directors of the
Company as a group. Except as otherwise indicated, all shares are owned
directly.

Amount
      ofName
      and Address
    beneficial
    PercentTitle
      of class
    of
      beneficial owner
    ownership
    of
      classCommon
      Stock
    Global
      WarmingSolutions
      Corp.(Beneficial
      OwnerDouglas
      LevellP.O.
      Box 5287Victoria,
      BC, CanadaV8R
      6N4)
    4,500,000
    50.0%Common
      Stock
    Roxborough
      FinancialGroup
      Inc.
    500,000
    5.55%270
      N. Canon Dr. #1079Beverly
      Hills, CA90210Common
      Stock
    Falcon
      Investments
    500,000
    5.55%Ltd.,
      Francis HouseSir
      William PlaceSt.
      Peter PortGuernsey,
      Channel Is.Common
      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**Amount
      ofName
      and Address
    beneficial
    PercentTitle
      of class
    of
      beneficial owner
    ownership
    of
      classCommon
      Stock
    Global
      Warming
    4,500,000
    50.0%Solutions
      Corp.(Beneficial
      Owner,Douglas
      LevellP.O.
      Box 5287Victoria,
      BC, CanadaV8R
      6N4)

Doug
Levell owns all of the issued and outstanding stock of Global Warming Solutions
Corp.26
Table of Contents
****
**Item 12. CertainRelationships 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 for Manning Elliott Chartered Accountants for the fiscal year
ended December 31, 2003 was $4,900 and for the fiscal year ended December 31,
2004 was $5,500.

Audit
Related Fees

There
were no audit related services and no fees billed for audited related services
for the fiscal year ended December 31, 2003 and December 31, 2004.

All Other
Fees

There was
no tax preparation fees billed for the fiscal year ended December 31, 2003 and
December 31, 2004.27
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 DirectorDateMarch
      31, 2005By
      /s/ JO ANN HILTONJo
      Ann Hilton, Secretary and DirectorDateMarch
      31, 2005

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

28
Table of ContentsCERTIFICATION

I,
Douglas S. Levell, certify that:

1. I have
reviewed this annual report on Form 10-KSB of Argenta Systems, Inc.

2. Based
on my knowledge, this annual report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this annual
report;

3. Based
on my knowledge, the financial statements, and other financial information
included in this annual report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this annual report;

4. The
registrant's other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15 d-14) for the registrant and we have:

(a)
designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

(b)
evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

(c)
presented in this annual report our conclusions about the effectiveness of the
disclosure controls and procedures based on our evaluation as of the Evaluation
Date.

5. The
registrant's other certifying officer and I have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors:

(a) all
significant deficiencies in the design or operation of internal controls which
could adversely affect the registrant's ability to record, process, summarize
and report financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and

(b) any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant's internal controls; and

6. The
registrant's other certifying officer and I have indicated in this annual report
whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

/s/
      DOUGLAS S. LEVELL___________________________Douglas
      S. LevellChief
      Executive and Financial Officer

Date:
March 31, 200529
Table of ContentsCERTICATION
PURSUANT TO
18 U.S.C.
SECTION 1350, AS ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

In
connection with the Annual Report of Argenta Systems Inc. (the "Company") on
Form 10-KSB for the year ending December 31, 2004 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Douglas Levell,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

1.
    I
      have reviewed the Report;

2.
    based
      on my knowledge, the Report does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by the
      Report; and

3.
    based
      on my knowledge, the financial statements, and other financial information
      included in the Report, fairly present in all material respects the
      financial condition, results of operations, and cash flows of the
      registrant as of, and for, the periods presented in the Report.

/s/
Douglas Levell
Douglas
S. Levell, President, CEO and Financial Officer

Date:
March 31, 2005


30