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

                                   FORM 10-KSB

[x]     ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
        OF 1934
                                                  For the fiscal year ended 2002

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

                   For the transition period from _____________ to _____________
                           Commission file number ______________________________

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

                             XIT Solutions.Com, Inc.
                  --------------------------------------------
                             (former name of issuer)
                (misnamed in the 12b-25 as Argtenta Systems Inc)

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

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


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

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



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

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


                                       1.
<PAGE>
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of
                                                                    -----------
Regulation S-B is not contained in this form, and no disclosure will be
--------------
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

Registrant's revenues for the December 31, 2002 fiscal year were $0.00.

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

The number of shares of the issuer's Common Stock outstanding as of December 31,
2002 is 9,000,000.

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


                                     PART I


ITEM 1. DESCRIPTION OF BUSINESS.

GENERAL

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

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

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

CORPORATE ORGANIZATION AND HISTORY

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


                                       2.
<PAGE>
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 three-year license to market and sell vitamins, minerals,
nutritional supplements, and other health and fitness products to medical
professionals, alternative health professionals, martial arts studios and
instructors, sports and fitness trainers, other health and fitness
professionals, school and other fund raising programs and other similar types of
customers via the Internet for sale to their clients. The Company's territory is
the Country of Spain.  The license will automatically be renewed unless the
Company or Vitamineralherb.com gives the other notice of its intent not to
renew.

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

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

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

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


                                       3.
<PAGE>
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.

     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;


                                       4.
<PAGE>
     -    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.

     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.


                                       5.
<PAGE>
     -    Low Product Prices. Product prices can be kept low due to volume
          purchases through the Company's affiliation with Vitamineralherb.com
          and other licensees. Product prices will also be lower due to The
          Company's lack of need of inventory and warehouse space. All products
          are shipped from the manufacturer.

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

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

REGULATORY ENVIRONMENT

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

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

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

     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


                                       6.
<PAGE>
article of food without being chemically altered or evidence of a history of use
or other evidence of safety establishing that it is reasonably expected to be
safe. Retailers, in addition to dietary supplement manufacturers, are
responsible for ensuring that the products they market for sale comply with
these regulations. Noncompliance could result in enforcement action by the Food
and Drug Administration, an injunction prohibiting the sale of products deemed
to be non compliant, the seizure of such products and criminal prosecution.

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

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


                                       7.
<PAGE>
consent order and seek monetary penalties for the violation of a consent order.
In general, existing laws and regulations apply fully to transactions and other
activity on the Internet. The Federal Trade Commission is in the process of
reviewing its policies regarding the applicability of its rules and its consumer
protection guides to the Internet and other electronic media. The Federal Trade
Commission has already undertaken a new monitoring and enforcement initiative,
Operation Cure-All, targeting allegedly bogus health claims for products and
treatments offered for sale on the Internet. Many states impose their own
labeling or safety requirements that differ from or add to existing federal
requirements.

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

REGULATION OF THE INTERNET

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

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


                                       8.
<PAGE>
size of the market and the Compensation necessary to retain qualified sales
employees. A portion of any employee compensation could include the right to
acquire stock in the Company, which would dilute the ownership interest of
holders of existing shares of its common stock.

ITEM 2. DESCRIPTION OF PROPERTY.

     The Company owns no real property. The Company rents office space on a
month-to-month basis at #843 - 203 Kimta Road, Victoria, British Columbia, V9A
6T5. The monthly rental is $300 for 120 square feet of office space which has
been donated by the President of the Company.

ITEM 3. LEGAL PROCEEDINGS.

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

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

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

                                     PART II

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

MARKET INFORMATION AND MARKET PRICE

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

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

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

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

     Once a priced quotation has been entered in the pink sheets computerized
system, broker-dealers who are using the pink sheet electronic quotation service
have access to price information from various market makers. There are no pink
sheet rules for market maker quotes. Market makers can submit two sided, one


                                       9.
<PAGE>
sided or name only quotes in the pink sheets. The pink sheets will only accept
quotations from Securities and Exchange Commission registered broker-dealers and
market makers are subject to applicable federal and state securities laws and
National Association of Securities Dealers Rules. Market makers must be
subscribers and must have quotation privileges to "securities in the pink
sheets."  The NASD Regulation, Inc. reviews the market makers application and if
cleared, it cannot be assumed by any investor that any federal, state or self
regulatory requirements other than certain NASD rules and Rule 15c2-11 under the
Securities Exchange Act of 1934, as amended, has been considered by the NASD
Regulation, Inc. Further, the clearance should not be construed by any investor
as indicating that the NASD Regulation, Inc., the Securities and Exchange
Commission or any state securities commission have passed upon the accuracy or
adequacy of any of the documents contained in our submission to the
broker-dealer.

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

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


                                      10.
<PAGE>
OTHER STOCK MARKET CONSIDERATIONS


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

     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, 2002 there were 16 shareholders of record.

DIVIDENDS

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

SHARES ELIGIBLE FOR FUTURE SALE

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


                                      11.
<PAGE>
     The $9,000,000 shares of our Common Stock were acquired in transactions
that were exempt from the registration requirements of the Securities Act of
1933, as amended.

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

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

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

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

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

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

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

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

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

     During the year ending December 31, 2002, the Company has engaged in no
significant operations other than organizational activities, working on the
milestones to advance the business plan to market Vitamineralherb products, and
exploration of additional business opportunities. No revenues were received by
the Company during this period.

     For 2003, the Company anticipates incurring a loss as a result of
organizational expenses, expenses associated with filings under the Securities
Exchange Act of 1934, as amended, and expenses associated with setting up a
company structure to begin implementing its business plan. The Company
anticipates that until these procedures are completed, it will not generate
revenues, and may continue to operate at a loss thereafter, depending upon the
performance of business.

PLAN OF OPERATION

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

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

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


                                      12.
<PAGE>
     Milestone 2: Hire Salespeople. The Company has identified two salespeople
     to handle initial marketing of the Vitamineralherb products. Finalization
     of hiring sales people awaits evaluation of the market survey.

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

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

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

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

     The new management of the Company has entered into discussions with a
well-established Toronto (Canada) based heavy industrial waste management
company. Management is conducting a rigorous due diligence process to determine
if there is potential for a business venture between the two companies with the
objective of enhancing shareholder value.

LIQUIDITY AND CAPITAL RESOURCES

     The Company remains in the development stage and, since inception, has
experienced no significant change in liquidity or capital resources or
shareholders equity other than as reflected in the December 31, 2002 audited
financial statements. As at December 31, 2002, the Company has not recognized
any revenue, has a working capital deficit of $41,448 and has accumulated
operating losses of $159,023 since its inception. A minimum of $4,000 per
quarter is needed to cover expenses. Thus in the next year the Company will
require $57,448 to cover both new expenses and the current working capital
deficit. This amount would operate the Company but leave little or nothing for
development. The Company expects to fund itself in the next twelve months by
sales of shares.

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

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

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

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


                                      13.
<PAGE>
     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.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.

Argenta Systems Inc.
(formerly XIT Solutions.com, Inc.)
(A Development Stage Company)



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

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

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

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

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

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


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

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

To the Stockholders and Directors
of Argenta Systems Inc. (formerly XIT Solutions.com, Inc.)
(A Development Stage Company)

We have audited the accompanying balance sheets of Argenta Systems Inc.
(formerly XIT Solutions.com, Inc.) (A Development Stage Company) as of December
31, 2002 and 2001 and the related statements of operations, stockholders'
deficit and cash flows for the period from June 1, 1999 (Date of Inception) to
December 31, 2002 and the years ended December 31, 2002 and 2001. 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 U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of Argenta Systems Inc. (formerly XIT
Solutions.com, Inc.) (A Development Stage Company), as of December 31, 2002 and
2001, and the results of its operations and its cash flows for the period from
June 1, 1999 (Date of Inception) to December 31, 2002, and the years ended
December 31, 2002 and 2001, in conformity with U.S. generally accepted
accounting principles.

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

/S/ "MANNING ELLIOTT"

CHARTERED ACCOUNTANTS

Vancouver, Canada

March 27, 2003


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



                                                                   December 31,   December 31,
                                                                       2002           2001
                                                                         $             $
<S>                                                               <C>             <C>
ASSETS

Current Assets

  Cash                                                                    4,904              -
  Note receivable (Note 4)                                                    -         12,000
-----------------------------------------------------------------------------------------------
Total Assets                                                              4,904         12,000
===============================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

  Bank overdraft                                                              -              8
  Accounts payable                                                        1,223          1,209
  Accrued liabilities                                                     2,500          1,000
  Due to related parties (Note 4)                                        42,629         35,449
-----------------------------------------------------------------------------------------------
Total Current Liabilities                                                46,352         37,666
-----------------------------------------------------------------------------------------------

Contingent Liability (Note 1)

Stockholders' Deficit

Common Stock, 25,000,000 shares authorized with a par value of
0.001; 9,000,000 shares issued and outstanding                            9,000          9,000

Additional Paid-in Capital                                               40,575         40,575

Donated Capital (Note 4)                                                 68,000          5,100
-----------------------------------------------------------------------------------------------
                                                                        117,575         54,675

Deficit Accumulated During the Development Stage                       (159,023)       (80,341)
-----------------------------------------------------------------------------------------------
Total Stockholders' Deficit                                             (41,448)       (25,666)
-----------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficit                               4,904         12,000
===============================================================================================

         (The Accompanying Notes are an Integral Part of the Financial Statements)
</TABLE>


                                      F-2
<PAGE>
<TABLE>
<CAPTION>
Argenta Systems Inc.
(formerly XIT Solutions.com, Inc.)
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)


                                            Accumulated From
                                              June 1, 1999               Year
                                          (Date of Inception)            Ended
                                            to December 31,           December 31,
                                                  2002             2002         2001
                                                  $                 $             $

<S>                                       <C>                   <C>          <C>
Revenue                                                     -            -           -
---------------------------------------------------------------------------------------

Expenses

  Audit and accounting                                  7,067        3,517       3,550
  Bank charges and interest                               852          565         287
  Consulting (Note 4(e))                               90,325       52,500      37,825
  Imputed interest (Note 4(b))                          5,000        5,000           -
  Legal and organizational                              8,475            -       5,900
  License amortized and written-off                     2,000            -           -
  Office                                                8,186        2,535       5,651
  Rent (Note 4(d))                                     10,500        5,400       5,100
  Telephone                                             8,606        5,843       2,763
  Transfer agent and regulatory                         6,827        2,448       3,179
  Travel                                               19,355        9,044      10,311
  Less: Forgiveness of debt (Note 4(c))                (8,170)      (8,170)          -
---------------------------------------------------------------------------------------

Total Expenses                                        159,023       78,682      74,566
---------------------------------------------------------------------------------------

Net Loss For The Period                              (159,023)     (78,682)    (74,566)
=======================================================================================

Net Loss Per Share                                                   (0.01)      (0.01)
=======================================================================================

Weighted Average Shares Outstanding                              9,000,000   7,750,000
=======================================================================================

(Diluted loss per share has not been presented as the result is anti-dilutive)

         (The Accompanying Notes are an Integral Part of the Financial Statements)
</TABLE>


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
Argenta Systems Inc.
(formerly XIT Solutions.com, Inc.)
(A Development Stage Company)
Statements of Cash Flows
(expressed in U.S. dollars)


                                                                Accumulated from
                                                                  June 1, 1999
                                                              (Date of Inception)       Year Ended
                                                                to December 31,        December 31,
                                                                      2002            2002       2001
                                                                       $               $          $
<S>                                                           <C>                   <C>        <C>
Cash Flows to Operating Activities

  Net loss for the period                                                (159,023)   (78,682)  (74,566)

Adjustments to reconcile net loss to cash

    Donated rent and services                                              63,000     57,900     5,100
    Expenses not paid with cash                                             2,575          -         -
    Forgiveness of debt                                                    (8,170)    (8,170)        -
    Imputed interest                                                        5,000      5,000         -
    License amortized and written-off                                       2,000          -         -

  Changes in non-cash working capital items

    Increase in accounts payable and accrued liabilities                    3,723      1,373     1,009
-------------------------------------------------------------------------------------------------------

Net Cash Used by Operating Activities                                     (90,895)   (22,579)  (68,457)
-------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities

  Advances from related parties                                            87,799     27,491    60,449
  Issuance of share capital                                                20,000          -    20,000
-------------------------------------------------------------------------------------------------------

Net Cash Provided by Financing Activities                                 107,799     27,491    80,449
-------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities

  Issuance of note receivable                                             (12,000)         -   (12,000)
-------------------------------------------------------------------------------------------------------

Net Cash Used by Investing Activities                                     (12,000)         -   (12,000)
-------------------------------------------------------------------------------------------------------

Change In Cash                                                              4,904      4,912        (8)

Cash (Deficiency) - Beginning of Year                                           -         (8)        -
-------------------------------------------------------------------------------------------------------

Cash (Deficiency) - End of Year                                             4,904      4,904        (8)
=======================================================================================================
Non-Cash Financing Activities

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

  2,000,000 shares issued for the acquisition of a license
  (Note 3)                                                                  2,000          -         -

  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          -    25,000


Supplemental Disclosures

  Interest paid                                                                 -          -         -
  Income tax paid                                                               -          -         -
=======================================================================================================

         (The Accompanying Notes are an Integral Part of the Financial Statements)
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
Argenta Systems Inc.
(formerly XIT Solutions.com, Inc.)
(A Development Stage Company)
Statement of Stockholders' Deficit
From June 1, 1999 (Date of Inception) to December 31, 2002
(expressed in U.S. dollars)


                                                                                             Deficit
                                                                                            Accumulated
                                                                  Additional                During the
                                             Common Stock           Paid-in      Donated    Development
                                          Shares       Amount       Capital      Capital       Stage       Total
                                             #            $            $            $            $           $
<S>                                     <C>          <C>          <C>          <C>           <C>         <C>
Balance - June 1, 1999 (Date of
Inception)                                        -            -            -             -          -          -

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

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

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

  Net loss for the period                         -            -            -             -     (5,775)    (5,775)
------------------------------------------------------------------------------------------------------------------

Balance - December 31, 1999               4,500,000        4,500           75             -     (5,775)    (1,200)

  Net loss for the year                           -            -            -             -          -          -
------------------------------------------------------------------------------------------------------------------

Balance - December 31, 2000               4,500,000        4,500           75             -     (5,775)    (1,200)

  Stock issued for cash                   2,000,000        2,000       18,000             -          -     20,000

  Stock issued for settlement of debt
  to a related party                      2,500,000        2,500       22,500             -          -     25,000

  Donated rent                                    -            -            -         5,100                 5,100

  Net loss for the year                           -            -            -             -    (74,566)   (74,566)
------------------------------------------------------------------------------------------------------------------

Balance - December 31, 2001               9,000,000        9,000       40,575         5,100    (80,341)   (25,666)

  Donated consulting and rent                     -            -            -        57,900          -     57,900

  Imputed interest                                -            -            -         5,000          -      5,000

  Net loss for the year                           -            -            -             -    (78,682)   (78,682)
------------------------------------------------------------------------------------------------------------------

Balance - December 31, 2002               9,000,000        9,000       40,575        68,000   (159,023)   (41,448)
==================================================================================================================

         (The Accompanying Notes are an Integral Part of the Financial Statements)
</TABLE>


                                      F-5
<PAGE>
Argenta Systems Inc.
(formerly XIT Solutions.com, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)


1.   Development Stage Company

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

     In a development stage company, management devotes most of its activities
     in investigating business opportunities. Planned principal activities have
     not yet begun. As at December 31, 2002, the Company has not recognized any
     revenue, has a working capital deficit of $41,448 and has accumulated
     operating losses of $159,023 since its inception. A minimum of $4,000 per
     quarter is needed to cover expenses. Thus in the next year the Company will
     require $57,448 to cover both new expenses and the current working capital
     deficit. This amount would operate the Company but leave little or nothing
     for development. The Company expects to fund itself in the next twelve
     months by sales of shares. The ability of the Company to emerge from the
     development stage with respect to any planned principal business activity
     is dependent upon its successful efforts to raise additional equity
     financing and find an appropriate merger candidate. There is no guarantee
     that the Company will be able to raise any equity financing or find an
     appropriate merger candidate. There is substantial doubt regarding the
     Company's ability to continue as a going concern. These financial
     statements do not include any adjustments that might arise from this
     uncertainty.

     A 10SB Registration Statement was filed on April 12, 2001, which became
     effective on June 12, 2001.

2.   Summary of Significant Accounting Policies

     (a)  Year end

          The Company's fiscal year end is December 31.

     (b)  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.

     (c)  Licenses

          Costs to acquire licenses are capitalized as incurred. The carrying
          value of the License 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. The
          license has been written-off to operations as at December 31, 1999 due
          to cancellation of the Biocatalyst License Agreement.

     (d)  Income Tax

          Potential benefits of income tax losses are not recognized in the
          accounts until realization is more likely than not. The Company has
          adopted Statement of Financial Accounting Standards No. 109 ("SFAS
          109") as of its inception. The Company has incurred net operating
          losses of $90,000, which expire starting in 2014. Pursuant to SFAS 109
          the Company is required to compute tax asset benefits for net
          operating losses carried forward. Potential benefit of net operating
          losses have not been recognized in these financial statements because
          the Company cannot be assured it is more likely than not it will
          utilize the net operating losses carried forward in future years.


                                      F-6
<PAGE>
Argenta Systems Inc.
(formerly XIT Solutions.com, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)


2.   Summary of Significant Accounting Policies (continued)

     (d)  Income Tax (continued)

          The components of the net deferred tax asset at December 31, 2002 and
          2001, and the statutory tax rate, the effective tax rate and the
          elected amount of the valuation allowance are scheduled below:

<TABLE>
<CAPTION>
                                          2002       2001
                                           $          $
<S>                                     <C>        <C>
               Net Operating Loss         90,000    66,000

               Statutory Tax Rate             34%       34%

               Effective Tax Rate              -         -

               Deferred Tax Asset         31,000    22,000

               Valuation Allowance       (31,000)  (22,000)
               --------------------------------------------
               Net Deferred Tax Asset          -         -
               ============================================
</TABLE>

     (e)  Revenue Recognition

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

     (f)  Accounting for Stock-Based Compensation

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

     (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 an diluted earnings per share (EPS) on the
          face of the income statement. Basic EPS is computed by dividing net
          income (loss) available to common shareholders (numerator) by the
          weighted average number of common shares outstanding (denominator)
          during the period. Diluted EPS gives effect to all dilutive potential
          common shares outstanding during the period including stock options,
          using the treasury stock method, and convertible preferred stock,
          using the if-converted method. In computing Diluted EPS, the average
          stock price for the period is used in determining the number of shares
          assumed to be purchased from the exercise of stock options or
          warrants. Diluted EPS excludes all dilutive potential common shares if
          their effect is anti dilutive.


                                      F-7
<PAGE>
Argenta Systems Inc.
(formerly XIT Solutions.com, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)


2.   Summary of Significant Accounting Policies (continued)

     (h)  Comprehensive Income

          SFAS No. 130 establishes standards for reporting comprehensive income
          and its components in financial statements. Comprehensive income, as
          defined, includes all changes in equity (net assets) during a period
          from non-owner source. To date, the Company has not had any
          significant transactions that are required to be reported in
          comprehensive income.

     (i)  Use of Estimates

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

     (j)  Financial Instruments

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

     (k)  Recent Accounting Pronouncements

          On June 29, 2001, SFAS No. 142, "Goodwill and Other Intangible
          Assets," was approved by FASB. SFAS No. 142 changes the accounting for
          goodwill from an amortization method to an impairment-only approach.
          SFAS No. 142 is effective for all fiscal years beginning after
          December 15, 2001. Amortization of goodwill, including goodwill
          recorded in past business combinations, will cease upon adoption of
          this statement. The Company adopted SFAS No. 142 on January 1, 2002
          and its impact is not expected to have a material effect on its
          financial position or results of operations.

          In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset
          Retirement Obligation." SFAS No. 143 is effective for fiscal years
          beginning after June 15, 2002, and will require companies to record a
          liability for asset retirement obligations in the period in which they
          are incurred, which typically could be upon completion or shortly
          thereafter. The FASB decided to limit the scope to legal obligations
          and the liability will be recorded at fair value. The Company will
          adopt SFAS No. 143 on January 1, 2003. The effect of adoption of this
          standard on the Company's results of operations and financial
          positions is being evaluated.

          In August 2001, the FASB issued SFAS No. 144, "Accounting for the
          Impairment or Disposal of Long-Lived Assets." SFAS No. 144 is
          effective for fiscal years beginning after December 15, 2001. It
          provides a single accounting model for long-lived assets to be
          disposed of and replaces SFAS No. 121 "Accounting for the Impairment
          of Long-Lived Assets and Long-Lived Assets to Be Disposed Of." The
          Company adopted SFAS No. 144 on January 1, 2002. The effect of
          adoption of this standard on the Company's results of operations and
          financial position is not expected to be material.

          In June 2002, FASB issued SFAS No. 146, "Accounting for Costs
          Associated with Exit or Disposal Activities". The provisions of this
          Statement are effective for exit or disposal activities that are
          initiated after December 31, 2002, with early application encouraged.
          This Statement addresses financial accounting and reporting for costs
          associated with exit or disposal activities and nullifies Emerging
          Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
          Certain Employee Termination Benefits and Other Costs to Exit an
          Activity (including Certain Costs Incurred in a Restructuring)". This
          Statement requires that a liability for a cost associated with an exit
          or disposal activity be recognized when the liability is incurred. The
          Company will adopt SFAS No. 146 on January 1, 2003. The effect of
          adoption of this standard on the Company's results of operations and
          financial position is being evaluated.


                                      F-8
<PAGE>
Argenta Systems Inc.
(formerly XIT Solutions.com, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)


2.   Summary of Significant Accounting Policies (continued)

     (k)  Recent Accounting Pronouncements (continued)

          FASB has also issued SFAS No. 145 and 147 but they will not have any
          relationship to the operations of the Company therefore a description
          of each and their respective impact on the Company's operations have
          not been disclosed.

          In December 2002, the FASB issued SFAS No. 148, "Accounting for
          Stock-Based Compensation - Transition and Disclosure," which amends
          SFAS No. 123 to provide alternative methods of transition for a
          voluntary change to the fair value based method of accounting for
          stock-based employee compensation. In addition, SFAS No. 148 expands
          the disclosure requirements of SFAS No. 123 to require more prominent
          disclosures in both annual and interim financial statements about the
          method of accounting for stock-based employee compensation and the
          effect of the method used on reported results. The transition
          provisions of SFAS No. 148 are effective for fiscal years ended after
          December 15, 2002. The Company will adopt SFAS No. 148 on January 1,
          2003. The effect of adoption of this standard on the Company's results
          of operations and financial position is not expected to be material,
          as the Company does not have a stock option plan in place or planned
          in the future.

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. As a
          result, the unamortized balance of $1,167 was written-off to
          operations in fiscal 1999. The Company and its shareholder have the
          right to sue for breach of contract. This license was cancelled and
          all financial obligations pursuant to the license agreement were
          extinguished.

     (b)  As a replacement for the above license, at no additional cost, the
          Company was granted additional rights to market vitamins, minerals,
          nutritional supplements and other health and fitness products through
          the grantor's web site. The Company desires to market these products
          to medical practitioners, alternative health professionals, martial
          arts studios and instructors, sports and fitness trainers, other
          health and fitness practitioners, school and other fund raising
          programs and other similar types of customers in Spain. The license
          was acquired on February 14, 2000 for a term of three years. The
          Company must pay an annual fee of $500 for maintenance of the
          grantor's web site commencing on the anniversary date. The grantor of
          the license retains 50% of the profit on sales made.

4.   Related  Party  Transactions/Balances

     The following transactions with related parties are bona-fide business
     transactions and were recorded at their exchange amounts.

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

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


                                      F-9
<PAGE>
Argenta Systems Inc.
(formerly XIT Solutions.com, Inc.)
(A Development Stage Company)
Notes to the Financial Statements
(expressed in U.S. dollars)


4.   Related Party Transactions/Balances (continued)

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

     (d)  The value of rent of $5,400 (2001 - $5,100) was contributed by the
          President of the Company and charged to operations and treated as
          donated capital.

     (e)  The value of consulting services of $52,500 were donated by a
          shareholder. In 2001, consulting fees of $25,000 and $12,500 were paid
          to the President of the Company and a shareholder respectively.


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

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

                                    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           48     President, CEO and Director

     Jo Ann Hilton               42     Secretary and Director

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

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

TERMS OF OFFICE

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


SIGNIFICANT EMPLOYEES

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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


                                       15
<PAGE>
     Notwithstanding the above disclosure, the Company has checked the box
provided on the cover page of this Form to indicate that there is no disclosure
in this form of reporting person delinquencies in response to Item 405 of
Regulation S-B.

ITEM 10. EXECUTIVE COMPENSATION

     The following table sets forth certain information as to the Company's
Chief Executive Officer and the highest paid officers and directors for our last
fiscal year ended December 31, 2002. No other compensation was paid to any such
officers or directors during this time period.


<TABLE>
<CAPTION>
                                 ANNUAL COMPENSATION TABLE

                         Annual Compensation               Long Term Compensation
                  ------------------------------  ----------------------------------------
                                                  Other
                                                  Annual Restricted                  All
                                                   Com-    Stock                     Other
                                                   Pen-   Options           LTIP    Compen-
Name                Title    Year  Salary  Bonus  sation  Awarded  SARs(#)  Payout  sation
----------------  ---------  ----  ------  -----  ------  -------  -------  ------  ------
<S>               <C>        <C>   <C>     <C>    <C>     <C>      <C>      <C>     <C>
Peter             Director,  2002     0      0       0       0        0        0       0
Merry             CEO and
                  President

Douglas           Director   2002     0      0       0       0        0        0       0
Levell            and
                  Secretary

Jo Ann            Director   2002     0      0       0       0        0        0       0
Hilton            and
                  Treasurer
</TABLE>


                                       16
<PAGE>
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The table below provides the beneficial ownership of our common stock by
each person known by the Company to beneficially own more than 5% of the
Company's common stock outstanding as of December 31, 2002 and by the officers
and directors of the Company as a group. Except as otherwise indicated, all
shares are owned directly.

<TABLE>
<CAPTION>
                                                      Amount of
                  Name and Address        beneficial  Percent
Title of class    of beneficial owner     ownership   of class
--------------  ------------------------  ----------  ---------
<S>             <C>                       <C>         <C>

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

MANAGEMENT OWNERSHIP

                                                      Amount of
                  Name and Address        beneficial  Percent
Title of class    of beneficial owner     ownership   of class
--------------  ------------------------  ----------  ---------

Common Stock    Global Warming             4,500,000       5.0%
                Solutions Corp.
                (Beneficial Owner,
                Douglas Levell
                P.O. Box 5287
                Victoria, BC, Canada
                V8R 6N4)
</TABLE>

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


                                       17
<PAGE>
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

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

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

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

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
                                 --------

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

     The following documents are filed as part of this report:

     3.1   Articles of Incorporation, as amended


                                       18
<PAGE>
                                   SIGNATURES

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


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


               By
                    ----------------------------------------------
                    Douglas S. Levell, President, CEO and Director

               Date              April 8, 2003
                    ----------------------------------------------

                By
                    ----------------------------------------------
                        Jo Ann Hilton, Secretary and Director

               Date              April 8, 2003
                    ----------------------------------------------

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


                                       19
<PAGE>
                                  CERTIFICATION

I, Douglas S. Levell, certify that:


1. I have reviewed this annual report on Form 10-KSB of Argenta Systems, Inc.
(formerly XIT Solutions.com, 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. Levell
                                     Chief Executive and Financial Officer

Date: April 8, 2003


<PAGE>
                             CERTICATION 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. (formerly XIT
Solutions.com, Inc.) (the "Company") on Form 10-KSB for the year ending December
31, 2002 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 and CEO and Financial Officer

Date: April 8, 2003


<PAGE>