UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1

[X]

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

For the fiscal year ended September 30, 2010

[  ]

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

For transition period ___ to ____

Commission file number:  000-23402

AQUENTIUM, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (951) 657-8832

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [   ]   No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.

Yes [   ]   No [X]

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes [X]   No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).            Yes [  ]   No [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [  ]

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   

Yes [  ]   No [X]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of December 28, 2010 was $150,361.

The number of shares outstanding of the registrant’s common stock, as of December 28, 2010, was 46,457,403.

Documents incorporated by reference:  None

TABLE OF CONTENTS

PART I

Item 1.  Business

3

Item 1A.  Risk Factors

9

Item 2.  Properties

10

Item 3.  Legal Proceedings

10

Item 4.  [REMOVED AND RESERVED]

10

PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters

               and Issuer Purchases of Equity Securities

                                                                    11

Item 6.  Selected Financial Data

12

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations12

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

14

Item 8.  Financial Statements and Supplementary Data

14

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure         33

Item 9A (T).  Controls and Procedures

33

Item 9B.  Other Information

33

PART III

Item 10.  Directors, Executive Officers and Corporate Governance

34

Item 11.  Executive Compensation

35

Item 12.  Security Ownership of Certain Beneficial Owners and Management

               and Related Stockholder Matters

35

Item 13.  Certain Relationships and Related Transactions, and Director Independence

37

Item 14.  Principal Accounting Fees and Services

38

PART IV

Item 15.  Exhibits, Financial Statement Schedules

39

Signatures

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In this annual report references to “Aquentium,” “we,” “us,” and “our” refer to Aquentium, Inc. and its subsidiaries.

FORWARD LOOKING STATEMENTS

The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.  This report contains these types of statements.  Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

PART I

ITEM 1.  BUSINESS

General Development of Business

Aquentium, Inc. was incorporated in the state of Delaware in April 1987 as Arnex Investment Group, LTD.  The corporation name was changed to WaterPur International, Inc. in 1997.  On April 2, 2002, WaterPur International entered into an agreement to acquire Aquentium, Inc., a Nevada corporation incorporated on April 30, 2001.  The transaction was treated as a reverse acquisition and Aquentium, Inc. became the accounting survivor.  On May 7, 2002, WaterPur International changed its name to Aquentium, Inc.

Description of Business

Since 2002, Aquentium, Inc. has been structured as a holding company that seeks to acquire or invest in viable green technologies.  Our current operations consist of sales and marketing of our ozone equipment and  marketing distributorships for the resale of our ozone equipment to food and beverage processors. The company is also seeking water purification projects that will utilize the ozone technology. We also are manufacturer of  structural insulated panels (SIPs)for commercial and residential buildings. In addition, we are seeking waste to energy projects and solar energy projects throughout the United States and internationally. .  We are also a holding company for six wholly-owned subsidiaries, which are development stage companies without commercial operations.  Our management serves both as a financial and professional business partner for our subsidiaries.  Our role is to improve each subsidiary’s access to potential capital, help them benefit from the economics of scale through the consolidation of administrative functions, and to provide universal access to the financial and management expertise of each subsidiary's corporate personnel.

We continue to identify, locate and evaluate additional acquisitions.  Our focus for the next twelve months will be to obtain additional funding to develop and expand our marketing and manufacturing operations and new projects.   Our success will depend on our ability to obtain funding through equity and/or debt transactions.  However, we will encounter substantial competition for the limited financing that will be available in the market place.  If we are unable to obtain financing, then we will likely delay further business development of any of our products, marketing and other projects and joint ventures.  Potential investors must recognize that we have limited capital available for the development of our business plan and all risks inherent in a new and inexperienced enterprise are inherent in our plan to launch operations.

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Products and Services

Ozone Equipment

Aquentium is a manufacturer of ozone equipment with distributors marketing our equipment nationally and internationally.  Our ozone equipment is designed to improve food safety and improve the work environment for food and beverage processing plants. It also may be used for water purification.

Ozone is a gas composed of three oxygen atoms in an unstable and highly reactive form.  Ozone naturally tends to seek its normal state, exhibiting a short half-life as it reverts to oxygen fairly rapidly.   Ozone is dissolved into water at precise concentrations for use as a safe spray disinfectant.  The solution kills pathogens and controls a broad spectrum of food borne and waterborne microorganisms.  Our ozone technology is an all-natural solution that reduces or eliminates E. Coli 0157:H7 and other bacteria and viruses in processing plants for meat, poultry, seafood, fruit, vegetable and beverages.  Ozone does not react with organic matter, thus, it leaves no residue in the water or on the product, does not form any toxic byproducts and the water in which it is delivered can be filtered and reused.  This means no change in color or flavor results from the ozone treatment, unlike chlorine treatment.  In addition, ozone is unique in that it can be generated onsite from ambient air and on demand with no storage required.  It is an effective sanitizing agent that's economically produced and remarkably effective in applications involving food processing and equipment sanitizing.  Ozone technology is replacing conventional sanitation techniques such as chlorine, steam or hot water.

Ozone applications include water treatment, plant sanitation, food processing, and air treatment.  Our ozone equipment is designed to improve the work environment for food and beverage processing plants as well as in schools, hospitals and hotels.  During the 2009 third quarter we announced the development of our new MOS-1 mobile non-chemical sanitation system that eliminates or reduces bacteria and viruses.  We are currently seeking global distributors and/or joint venture partners to market this product in the United States and internationally.

In addition to selling directly, Aquentium plans to rely upon distributor agreements with third parties to sell and market our ozone equipment throughout the world.  Generally, our distributor agreements provide that the distributor has an exclusive or non-exclusive marketing right in a specific geographical market and we agree to pay the distributor a discount based on each sale.  As of the date of this filing we have not recorded revenues from any distributor agreements.

The Food and Drug Administration approved ozone in bottled water in 1982 and granted a petition for use with fruits, vegetables, meat and poultry in June 2000.  The Environmental Protection Agency allows use of ozone with no reporting or record keeping.  The United States Department of Agriculture approved ozone as organic under the USDA Organic

Rule in 2000.  However, when ozone is inhaled it can damage lungs.  Ozone may cause respiratory problems in healthy individuals if inhaled and may worsen chronic respiratory diseases.  Accordingly, it is imperative that proper procedures are followed when using the ozone technology.

Structural Insulated Panels Housing System   

In September 2006, Aquentium opened a manufacturing facility for structural insulated panels (“SIP’s”). Any manufacturing of the panels is done based on orders.   Aquentium does not stock inventory. We expect to grow this business through sales of panels to distributors or general contractors.

Aquentium’s SIP’s can be used for both commercial and residential buildings.  SIP’s are building panels for floors, walls and roofs, and consist of a thick core of rigid insulation sandwiched between two skins and bonded together with a structural adhesive.  The skins range from 0.026 to one inch thick and common materials used for the skins are fiber-cement, aluminum, oriented strand board, plywood, and drywall.  This composite construction forms a monolithic pre-stressed element with steel I-Beam properties.  An I-Beam has two flanges, where a SIP has the skins and a web.  The flange of an I-Beam is a small percentage of the I-Beam, but in a SIP the web (the foam) is up to 100% of the flange (skin).  The insulating core and two skins are flimsy and insubstantial by themselves, but when combined properly, the stressed skin principle transforms these elements into a rigid construction panel that requires no wood studs for structural

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support.  When a force is exerted on a SIP or an I-Beam, one surface is under compression while the opposite side is under tension.  The I-Beam will eventually give out, twist and bend well before the SIP will do so.  In our testing, SIP’s usually do not reach a total structural failure.  They do reach failure points, and then the loads can be built back up to a subsequent failure point without a total, non-supportive failure point.  Comparing the same tests on steel, lumber or block; when these materials reach a failure point they are destroyed.  The steel is bent, the lumber splinters and breaks, and the blocks implode and crumble; all resulting in a total structural failure.

Our SIP building system includes:

1.

Orient strand board laminated to an expanded polystyrene insulation core.

2.

Installation instructions (SIP panel layouts), and installation guide.

3.

Option to receive "site advisory service" to assist in an installation.

We offer a "Ready to Assemble" (RTA) option – The RTA process reduces construction time and improves efficiency.  We can manufacture SIP’s to the customer’s exact specifications and then deliver them to the location as a ready-to-assemble building system.

On August 18, 2008, Aquentium signed a business development agreement with Megaros, Inc.  Under the terms of the agreement Megaros will receive commissions related to building contracts using our SIP’s.  (See Part II, Item 7 “Commitments and Contingent Liabilities,” below).  As of the date of this filing we have not paid any commissions related to this agreement and we do not foresee any future business from Megaros, Inc.

Deployable Housing

Our SIP’s are an integral part of the deployable housing structures we offer which are based upon a standard shipping container.  Our current focus is on obtaining funding to launch manufacturing and then market deployable housing internationally.  Aquentium uses a process in which new or decommissioned standard shipping containers can be used as housing or building structures.  Aquentium's design incorporates SIP’s inside the shipping container in order to provide better insulation for those working or living in the container building structure.  For emergency applications, Aquentium can offer a solution that includes a 20 or 40 foot shipping unit.  One application uses a standard 20 x 8 foot or 40 x 8 foot container for living or office space.  A second application allows for three times the normal space of a container, transforming the container into a rapidly deployable, expandable and versatile shelter, home or office.  However, the market appears to be much greater for the non-expandable units and because of this, Aquentium intends to focus on building container structures that do not have the expanding feature.

Once the structure has fulfilled its need in one location, it can be refolded and transported to another location.  These container units are designed to accommodate not only housing applications but can also be offered as shelter for services such as deployable hospitals, stores, food commissaries, and a variety of other applications.  Since the housing or office units are developed from an industry standard shipping container, they can be quickly transported to any area in time of need.  The unit stacks seamlessly with other containers on transport ships and can be easily placed onto trucks or trailers for transportation purposes.   Our primary markets for these structures are the low cost, mass-housing market or commercial buildings.  

New Projects

Waste-to-Energy Projects

In January 2009, we announced that the company was pursuing waste-to-energy projects internationally as well as domestically.  The waste-to-energy projects will vary in costs based on the amount of MSW to be processed.  As of the date of this filing, we have signed two Power Purchase Agreements (PPA) with Municipalities in China. Both of these projects are contingent of Aquentium receiving financing to build the facilities.  Our initial projects in China are projected to cost approximately $200 million (US). We would generate revenues based on the sale of electricity to each municipality. Each (PPA) is for 30 years.

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Waste-to-energy projects are important because consumption habits of modern consumer lifestyles are causing a huge worldwide waste problem.  Having overfilled local landfill capacities, many first world nations are now exporting their refuse to third world countries.  We believe this approach to waste management is having a devastating impact on ecosystems and cultures throughout the world.  The enormous increase in the quantity and diversity of waste materials generated by human activity and their potentially harmful effects on the general environment and public health, have led to an increasing awareness about an urgent need to adopt scientific methods for safe disposal of wastes.

Aquentium intends to focus on new technologies to recycle waste by generating electricity from landfill waste and pollution.  While there is an obvious need to minimize the generation of wastes and to reuse and recycle them, the technologies for recovery of energy from wastes can play a vital role in mitigating the problems.

Aquentium’s Subsidiaries

H.E.R.E. International, Inc.:  In November 2004, Aquentium acquired the exclusive worldwide manufacturing and marketing rights for a patent related to a containerized habitable structure that can be transformed into a rudimentary home in the case of disaster.  This patent is the basis for our deployable housing.  In November 2006, the exclusive license converted to a non-exclusive license under the terms of the agreement.  The licensing agreement provides that the worldwide manufacturing and marketing rights granted to Aquentium also include all future developments of products, trademarks, copyrights, patents and other intellectual property pertaining to the original patent.  Patents and certain other intellectual property shall be negotiated for a fee and used on a case by case basis.  This agreement expires simultaneously with the expiration of the patent or any extension or deviation of the patent.  

In April 2006, Aquentium incorporated H.E.R.E International, Inc. in the state of Colorado.  “H.E.R.E.” stands for Housing & Emergency Relief Efforts.  This subsidiary was incorporated to market and manufacture our deployable housing structures.   Although the company receives numerous inquiries on this product, this business will only become operational with orders of 50 units or more to start. As of September 30, 2010, this subsidiary does not have business operations.

Aquentium de Mexico: On October 24, 2007, we incorporated Aquentium de Mexico, in the country of Mexico.  This wholly-owned subsidiary was formed to do business in Mexico in the area of low cost housing.  We are currently are seeking housing and alternative energy business in Mexico.   As of September 30, 2010, this subsidiary does not have any operating business operations.

NewAmerican Energy, Inc..:  In December 2003, Aquentium acquired Charis Energy Development, Inc.  and recently changed the name of the company to New American Energy.  This business seeks solutions in the alternative energy sector.   New American Energy is going to be the Aquentium subsidiary that specializes in the production of algae bio-fuels.  This subsidiary is seeking capital in order to be able to validate the production of an algae prototype system at a major university. As of September 30, 2010, this subsidiary does not have business operations.

Canby Group:  In September 2002, Aquentium acquired Canby Group Inc.  Canby Group is an entertainment development stage company.  The business plan for this subsidiary is to acquire operating companies or projects within the entertainment industry or sector which may have products to license or distribute.  As of September 30, 2010, this subsidiary does not have business operations.

Environmental Waste Management, Inc.:  In January 2004, Aquentium acquired Environmental Waste Management, Inc.  This subsidiary has an operational Styrofoam recycling machine that condenses Styrofoam into blocks at a ratio of 20-1.  As of September 30, 2010, this subsidiary does not have business operations.

Aquentium Solar Inc.: In August 2002, Aquentium acquired USA Public Auction, Inc. The name of this company was recently changed to Aquentium Solar.   This company will focus on developing solar energy projects in the USA and internationally. As of September 30, 2010, this subsidiary does not have business operations.

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Aquentium’s Joint Ventures

New American Energy, Inc:  On July 28, 2009 Aquentium entered into a joint venture agreement with Clinton Jim, an individual, to produce and harvest algae on 475.450 acres of land located near Standing Rock, New Mexico.  Mr. Jim agreed to provide the land and Aquentium agreed to secure funding for the proposed budget of $44 million (US) for the development of this project.  Under the agreement Aquentium provided an initial capital contribution of $15,000 to secure the use of the land and Aquentium agreed to manage the business operations.  Also, Mr. Jim will receive an annual payment of $250,000 once production begins.   If Aquentium fails to raise the necessary funding within 24 months of the effective date of the agreement, the joint venture agreement will become void.   The joint venture agreement may be terminated by an agreed buyout, or expiration of its term, through July 27, 2108. As of September 30, 2010 there was no activity per this agreement for over one year so the Company has elected to impair the initial investment of $15,000.

Algae is uniquely suited to serve as the foundation for a new generation of renewable and low carbon transportation fuels.  Algae is one of nature’s most prolific and efficient photosynthetic organisms.  Nearly all of algae’s biomass is concentrated in the chloroplast, the engine that turns sunlight and carbon dioxide into organic carbon and algae does not expend energy growing stalks, roots, leaves or fruits.  This efficiency leads to a very high yield of oils.  We estimate that an algae crop can yield over 10,000 gallons of oil per acre and should emit approximately two-thirds less carbon dioxide than petroleum-based fuels.  Aquentium is pursuing funding but has not secured any funding for this project.

Mootah Energetic Pty, Ltd.:  On September 27, 2007, Aquentium, Inc. entered into a joint venture agreement with Mootah Energetic Pty, Ltd., a Republic of  Botswana company (“Mootah”).  Aquentium and Mootah agreed to jointly develop a mining concession granted to Mootah by the Republic of Botswana.  This joint venture is in the exploration stage and Aquentium is currently seeking capital to begin the exploration stage of this project.  

Prospecting License No. PL 163/2007 (“License”) was granted to Mootah on July 30, 2007, and on September 20, 2007, Aquentium issued 100,000 shares of common stock, valued at approximately $6,000 that was expensed as of September 30, 2007, to Mootah in consideration for a 51% interest in that License.  (See Item 2, below, for a description of the License.)  As a joint venture partner, Aquentium has agreed to use its best efforts to raise the necessary capital to purchase and operate any and all equipment for the exploration and mining operations under the License.  We have also agreed to provide the staff to conduct the mining operations.  We will receive 51% of any net revenues for the operations and Mootah will receive 49% of any net revenues.

The joint venture agreement is for a term of three years, ended in September 2010.  The joint venture agreement may be terminated by either party due to a substantial breach of a material provision or Aquentium may terminate the agreement if there is an unacceptable change in control of the government of Botswana.  In addition, Mootah granted Aquentium an option to continue operations related to the License for a period of 25 years.

In addition, in December 2009 we announced that Aquentium had appointed Rakesh Rajagopol as managing director of our worldwide mining operations.  Mr. Rajagopol is a member of the Association of Mining Analysts and has 12 years of experience in the mining, financial and commodity industries in Europe and Asia.  He will initially be responsible for the day-to-day operations of our mining activities and potential future mining acquisitions.  As of the date of this filing, a compensation arrangement has not been finalized with Mr. Rajagopol.

Aquentium Hong Kong, Ltd.:  In March 2004, Aquentium formed Aquentium Hong Kong, Ltd. as a 50% joint venture with Mr. Chak Cheuk Kau, an individual who resides in Hong Kong.  The parties agreed that Aquentium-Hong Kong will market and sell Aquentium’s products and/or services in Asia for a period of 10 years.  Aquentium Hong Kong is focused on marketing our ozone technology in Asia and finding potential acquisitions for Aquentium in Asia.

Other Business Opportunities

Our business plan is to seek, investigate, and, if warranted, acquire business opportunities which are profitable, or we anticipate will become profitable.  The selection of a business opportunity is complex and extremely risky and will be made by management in the exercise of its business judgment; however, our executive officer is not a professional

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business analyst.  (See Part III, Item 10, “Directors and Executive Officers,” below).  We cannot assure you that we will be able to identify and acquire a business opportunity which will ultimately prove to be beneficial to us and our stockholders.

Our management has discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions and other factors.  We anticipate that business opportunities will come to our attention through prior personal and business relationships.  Also, our search for business opportunities will not be limited to any particular geographical area or industry and may include both the United States and international companies.

A decision to participate in a specific business opportunity may be made upon our management’s analysis of the following factors:

•

Quality of the business opportunity’s management and personnel;

•

Potential for growth and profitability;

•

Capital requirements and anticipated availability of required funds to be provided by us or from operations, through the sale of additional securities, through joint ventures or similar arrangements, or from other sources;

•

The anticipated acceptability of the business opportunity’s new products or marketing concept;

•

The merit of its technological offerings or changes;

•

The perceived benefit that it will derive from becoming a publicly held entity; and,

•

Numerous other factors which are difficult, if not impossible, to analyze through the application of any objective criteria.  

In many instances, we anticipate that the historical operations of a specific business opportunity may not necessarily be indicative of the potential for future operations because of the possible need to substantially shift marketing approaches, significantly expand or change product emphasis, change or substantially augment management, or the necessity to make other changes.  We will be dependent upon the owners of any business opportunity to identify problems which may exist and to implement, or be primarily responsible for the implementation of, required changes.

It is possible that the range of business opportunities that might be available for consideration by us could be limited by impact of the SEC regulations regarding the purchase and sale of “penny stock.”  Our common stock is thinly traded and we cannot assure you that a market will develop or that a stockholder ever will be able to liquidate his/her/its investment without considerable delay, if at all.  If an active market develops, our shares will likely be subject to the rules of the Penny Stock Suitability Reform Act of 1990. The liquidity of penny stock is affected by specific disclosure procedures required by this Act.  (See Part II, Item 5, “Market Information,” below, for further details.)

We cannot predict the manner in which we may participate in a business opportunity.  Specific business opportunities will be reviewed as well as our needs and desires and those of the specific business opportunity.  The legal structure or method deemed by management to be suitable will be selected based upon our review and our relative negotiating strength. Such methods may include, but are not limited to, leases, purchase and sale agreements, licenses, joint ventures and other contractual arrangements. We may act directly or indirectly through an interest in a partnership, corporation or other forms of organization.  We likely will acquire our participation in a business opportunity through the issuance of common stock or other securities.

Competition

We expect to encounter substantial competition in our effort to develop our SIP’s housing system and ozone equipment business operations and our projects, joint venture or subsidiaries’ business plans.  With the decline in the overall economic vitality in the United States, we anticipate that obtaining funding from any source will be difficult.  We will continue to seek funding from business development companies, venture capital partnerships and corporations, venture capital affiliates of large industrial and financial companies, small investment companies, and wealthy individuals; however, if we are unsuccessful in our efforts to obtain funding we will likely delay or postpone the further development of our business operations.

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Employees

We currently have no employee.  Aquentium intends to hire full-time employees for manufacturing of our structural insulated panels and ozone equipment when demand requires such action.  However, until Aquentium or our subsidiaries have significant operations, we intend to rely upon consultants, independent contractors and distributors to further our business plans.  

ITEM 1A.  RISK FACTORS

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

Based on our current plan, we believe we may require at least $1 to $5 million dollars of additional financing within the next twelve months to expand our SIP and ozone operations, to satisfy our accrued legal settlements and to meet our obligations under our joint venture agreement with Mootah or any other new projects.  Our success will depend upon our ability to access equity capital markets or borrow on terms that are financially advantageous to us.  In the current economy, we may not be able to obtain additional funds on acceptable terms.  If we are able to borrow funds, we could be forced to use a large portion of our future revenue to repay principal and interest on those funds.  If we issue our securities for capital, then the interests of our shareholders will be diluted.  If we fail to obtain funds on acceptable terms, then we might be forced to delay or abandon some or all of our business plans.  

We currently have interests in several very different business opportunities and management must determine where to spend our limited resources at the risk of losing market opportunities in the remaining businesses.

We currently have two business lines, five subsidiaries and own interests in joint ventures.  We have very limited cash and are able to fund only one or two of these business opportunities.  Management must determine which business opportunities are the most viable and which will provide immediate revenue, at the risk of not developing our other business opportunities.  We cannot assure you that the business opportunities we choose to develop will become viable and result in cash flows.

We may pursue acquisitions of complementary service product lines, technologies or other businesses and these acquisitions may interfere with our operations and negatively affect our financial position.

From time to time, we evaluate potential acquisitions of businesses, services, products, or technologies.  These acquisitions may result in a potentially dilutive issuance of equity securities, the incurrence of debt and contingent liabilities, and recognition of expenses related to goodwill and other intangible assets.  In addition, acquisitions involve numerous risks, including difficulties in the assimilation of the operations, technologies, services, and products of the acquired companies; the diversion of our management’s attention from other business concerns; risks of entering markets in which we have no or limited direct prior experience; and, the potential loss of key employees of the acquired company.  We cannot assure you that we will be successful in developing and implementing a business strategy that provides for continued growth of all of our subsidiaries or business opportunities.

Certain conflicts of interest exist or may develop between Aquentium and our officer and director.  

As of the date of this filing, we have one director and officer, Mr. Mark T. Taggatz, and he has other business interests to which he currently devotes attention, which include his primary employment.  He may be expected to continue to devote his attention to these other interests although management time should be devoted to our business.  As a result, conflicts of interest may arise that can be resolved only through his exercise of judgment in a manner which is consistent with his fiduciary duties to Aquentium.

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Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could lead to loss of investor confidence in our reported financial information.

If we fail to achieve and maintain the adequacy of our internal control over financial reporting, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act (“Section 404").   Effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to helping prevent financial fraud.  If we cannot provide reliable financial reports or prevent fraud, then our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our stock could drop significantly.  

Pursuant to Section 404, in our annual report for the year ended September 30, 2010 we will be required to provide an attestation from our independent registered public accounting firm as to the effectiveness of our internal control over financial reporting.  We cannot assure you as to our independent registered public accounting firm’s conclusions at September 30, 2010 with respect to the effectiveness of our internal control over financial reporting and there is a risk that our independent registered public accounting firm will not be able to conclude at that time that our internal controls over financial reporting are effective as required by Section 404.

ITEM 2.  PROPERTIES

Principal Office Lease

In October 2009, we relocated our principal office to Perris, California after our prior lease expired.  Starting October 1, 2009 we sublease 8,000 square feet of office space for a three year term from Sani-Dri, Inc.  The rate is $0.50 per square foot per month in year one, $0.60 per square foot per month in year two and $0.75 per square foot per month in year three.  The building is a one level commercial office and manufacturing space, with a reception area and two offices.

Mining Joint Venture

Our joint venture agreement with Mootah, Prospecting License No. PL 163/2007 provides for the exclusive right to prospect for copper, nickel, lead, silver, gold, platinum group metals and uranium in a 572.6 square kilometer area located in Southern Botswana.  As of the date of this filing, we do not have information regarding prior mining operations or the existence of potential reserves in the License area.  The initial term of the License is for a period of three years, ending on September 30, 2010.  The holder of the License is required to pay an annual charge of approximately 2,863 Botswana Pula (BWP) to the Botswana Office of the Director of Geological Survey and required to incur the minimum annual expenditures outlined for a prospecting program.

The holder of the License is required by the Botswana government to conduct a prospecting program that satisfies minimum annual expenditures over a three year period.  The estimated costs are BWP 400, 000 (approximately $60,000 U.S. based upon the foreign exchange rate on September 30, 2008) in year one to be used to review the historical data of the License area and complete mapping and geological assessments.  In year two, the License holder should begin soil sampling, complete a detailed ground survey and begin drilling of priority targets.  The minimum annual expenditure for years two and three is BWP 800, 000 (approximately $120,000 U.S. based upon the foreign exchange rate on September 30, 2008) per year.  In year three, test drilling should continue and assays should be conducted for any mineral occurrences.  As of the date of this filing, we have not secured funding to satisfy the annual expenditure requirement for the first two years.  Management does not expect to spend more time in the near future..

ITEM 3.  LEGAL PROCEEDINGS

As of the date of this filing, we are not a party to any ongoing legal proceeding.

ITEM 4.  [REMOVED AND RESERVED]

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PART II

ITEM 5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our shares of common stock trade under the symbol “AQNM” and are listed on the OTC Bulletin Board.  Our common stock is thinly traded and we do not have an active trading market at the time of this filing.  The following table lists the range of the high and low bid price for our common stock for each quarter of the 2010 and 2009 fiscal years as reported by the OTC Bulletin Board.  Over-the-counter market bid quotations reflect inter-dealer prices, without retail mark-up, mark-downs or commissions, and may not necessarily represent actual transactions.

Our shares are subject to Section 15(g) and Rule 15g-9 of the Securities and Exchange Act, commonly referred to as the “penny stock” rule.  The rule defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions.  The rule provides that any equity security is considered to be a penny stock unless that security is registered and traded on a national securities exchange meeting specified criteria set by the SEC; issued by a registered investment company; or excluded from the definition on the basis of share price or the issuer’s net tangible assets.  

These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock and may affect the ability of shareholders to sell their shares.  Broker-dealers who sell penny stocks to persons other than established customers and accredited investors must make a special suitability determination for the purchase of the security.  Accredited investors, in general, include individuals with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse, and certain institutional investors.  The rules require the broker-dealer to receive the purchaser’s written consent to the transaction prior to the purchase and require the broker-dealer to deliver a risk disclosure document relating to the penny stock prior to the first transaction.  A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the security.  Finally, monthly statements must be sent to customers disclosing recent price information for the penny stocks.

Holders

As of September 30, 2010, we had approximately 100 shareholders of record of our common stock, which does not include shares held in “street accounts” of securities brokers.

Dividends

We have not paid cash or stock dividends and have no present plan to pay any dividends.  Instead, we intend to retain any earnings to finance the operation and expansion of our business and the payment of any cash dividends on our common stock is unlikely.  However, our board of directors may revisit this matter from time to time and may determine our earnings, financial condition, capital requirements and other factors allow the payment of dividends.

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Recent Sales of Unregistered Security

On March 1, 2010 the Company issued 100,000 shares of common stock with a value of $5,000 ($0.05 per share) for service.

On May 13, 2010 the Company issued 1,000,000 shares of common stock with a value of $40,000 ($0.04 per share) for service.

Issuer Purchase of Securities

None.

ITEM 6.  SELECTED FINANCIAL DATA

Not required for smaller reporting companies.

ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Executive Overview

During the past year, Aquentium has actively expanded our operational focus to providing “green technologies” to businesses throughout the world.  We introduced our MOS-1 ozone system for use in food processing, beverage processing, hotels, schools, hospitals, and veterinarian clinics.  We intend to market that product directly to businesses as well as sell directly to third party distributors.   On a daily operational basis the company plans to sell and market our complete line of ozone sanitation equipment. During the next 12 months, the company plans on designing larger commercial water purification systems for use beyond the food and beverage industry.

We are also expanding our business in the area of alternative energy.  Currently, we are pursuing waste-to-energy projects throughout the world as well as the production of algae bio-fuels.  We have focused our efforts on bringing waste-to-energy solutions to Asia, Europe, and North, Central  and South America.  Management is excited about the worldwide demand for such technology.

We continue to market our SIPs and with this technology we are actively seeking real estate projects in the market of affordable living or commercial office buildings that could utilize our SIP system.  This product can be used worldwide.

As part of the company’s original business model, we are actively seeking other businesses to acquire or invest in.  We plan to incorporate a mining company in the upcoming year to help capitalize on the rising interest in the precious metals market.

In summary, management continues to position the company in a way to best benefit from worldwide economic conditions, trends, events, and demand for new technologies.

Liquidity and Capital Resources

At September 30, 2010, Aquentium had an accumulated deficit of $2,897,111 and recorded a net loss of $387,368 for the year ended September 30, 2010.  We have not recorded revenues for the past two fiscal years and do not have cash or assets.  Based on these factors there is substantial doubt that we can continue as a going concern unless we obtain external funding.  Management plans to continue limited operations until we obtain additional funding to expand our operations.

During the past two fiscal years we have relied primarily on related party advances and loans and the issuance of our common stock to satisfy our cash requirements.  During fiscal year 2010 we received net advances of $9,411 from our

12

President, Mark T. Taggatz, compared to advances of $54,636 he provided in 2009.  Also, in 2010, Ozone Safe Food, a related party, advanced $4,133 to us.  (See Part III, Item 13 “Certain Relationships and Related Transactions . . .,” below.)  The advances are used for operational expenses in the normal course of business.  We anticipate that Mr. Taggatz or our affiliates may provide advances in the future; however, we have not entered into written agreements with any person and, therefore, no one is obligated to provide advances to us.

Historically, we also issue shares of our common stock to pay for services and loans.  During fiscal year 2010 we issued an aggregate of 1,100,000 common shares, valued at $45,000, in consideration for consulting services.  During the fiscal year 2008 we issued 17,650,000 shares of common stock with a value of $455,700. Of those shares 1,250,000 were issued in October 2008 to Raymond Sabbaghi in consideration for consulting services related to business development for our ozone equipment and housing system operations valued at approximately $37,500.  We also issued 12, 800,000 shares for accrued salaries and debt owed to Ozone Safe Food (See Part III, Item 13, below), and we issued 3,600,000 shares for marketing and consulting services.   During the 2008 fiscal year we issued 100,000 shares, valued at $23,000, for business development services related to Aquentium de Mexico.   

Management expects to continue to issue common stock to pay for acquisitions, services and agreements.  Any issuance of common stock will likely be pursuant to exemptions to the registration requirements provided by federal and state securities laws.  The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions.  We do not currently intend to make a public offering of our stock.  We also note that if we issue more shares of our common stock our shareholders may experience dilution in the value per share of their common stock.  

We intend to rely on debt and equity financing, capital contributions from management and sales of our common stock to pay for costs, services, operating leases, litigation expense and future development of our business opportunities.  Accordingly, our focus for the next twelve months will be to obtain additional funding through debt or equity financing, but as of the date of this filing we have not finalized agreements for additional funding.  Our success in obtaining funding will depend upon our ability to sell our common stock or borrow on terms that are financially advantageous to us.  If we are unable to obtain financing, then expansion of our ozone distribution network and SIP’s manufacturing program may be delayed and our subsidiaries may remain inactive.

Results of Operations

We did not record revenue in either 2010 or 2009.  Our general and administrative expenses increased in 2010 compared to 2009 primarily due to the issuance of common stock for services and debt in 2010.  Management anticipates our general and administrative expenses will increase when we launch full production of our SIP’s products and expand our markets for our ozone equipment or when we launch operations related to our projects and/or joint ventures.  Other expense decreased in 2010 compared to 2009 as a result of lower administrative costs.  Management anticipates net losses will continue over the next two to three years as we develop our distribution methods for our products.

Off-Balance Sheet Arrangements

None.

Commitments and Contingent Liabilities

Prior to the 2007 year, we leased the Tennant Desert property in North Palm Springs, California.  We subleased portions of this building and received rental income from the subleases.  Due to a dispute with the landlord of the Tennant Desert property in August 2007 we moved to a new office.  As a result of the legal action brought by the landlord a judgment was filed against Aquentium and we have recognized an accrued a liability of $213,287, including interest, related to the judgment awarded to the landlord of the Tennant Desert property.

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In August 2009 Aquentium agreed to secure an estimated $44 million (US) to fund the development of an algae bio-fuel production facility in the state of New Mexico.  As of the date of this filing, we have contributed $15,000 to secure the use of the land, but have not raised the necessary funds to move forward with this project. As funds have not been raised by the Company over the past one year period as required by the agreement and there has been no activity during this year, the Company has elected to impair the $15,000 investment during the fiscal year ending September 30, 2010.

Under the September 2007 joint venture agreement with Mootah, Aquentium has agreed to use its best efforts to raise the necessary capital to purchase and operate any and all equipment for the exploration and mining operations and provide the staff to conduct the mining operations for that joint venture.  The joint venture agreement includes an annual charge of approximately 2,863 BWP, plus minimum annual expenditures for two years equivalent to approximately $180,000 US, plus the launch of drilling operations. (See Part I, Item 1and Item 2, above.)  As of the date of this filing, we have not secured funding to satisfy the annual expenditure requirement for the first two years.

In August 2008, Aquentium entered into a business development agreement with Megaros, Inc. related to building contracts utilizing our SIP products.  Under the terms of the agreement Megaros will receive commissions starting at five percent of the first $1,000,000 of any building contract, four percent of the second $1,000,000 of any building contract, three percent of the third $1,000,000 of any building contract, two percent of the fourth $1,000,000 of any building contract, and one (1) percent on the balance above $5,000,000 of a building contract.  All individual SIP sales are paid a commission of 7.5% percent of total sales of our products, to be paid either in cash or stock at the option of the company.  As the date of this filing, we have not entered into any building contract which would require commissions to be paid to Megaros.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

AQUENTIUM, INC. AND SUBSIDIARIES

(A Development Stage Company)

September 30, 2010 and 2009

Audited

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Aquentium, Inc. and subsidiaries (a Delaware corporation)

(A Development Stage Company)

Perris, California

We have audited the accompanying consolidated balance sheets of Aquentium, Inc. and subsidiaries (A Development Stage Company) as of September 30, 2010 and 2009, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years ended September 30, 2010 and 2009, and from inception (April 30, 2001) through September 30, 2010. Aquentium, Inc.'s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit also 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 audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Aquentium, Inc. and subsidiaries (A Development Stage Company) as of September 30, 2010 and 2009, and the results of its operations and cash flows for the years ended September 30, 2010 and 2009, and from inception (April 30, 2001) through September 30, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 4 to the consolidated financial statements, the Company has suffered recurring losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 4. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ De Joya Griffith & Company, LLC

Henderson, NV

December 22, 2010

15

AQUENTIUM, INC. AND SUBSIDIARIES

(A DEVELOPMENT-STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

(AUDITED)

The accompanying notes are an integral part of the consolidated financial statements

16

AQUENTIUM, INC. AND SUBSIDIARIES

(A DEVELOPMENT-STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

(AUDITED)

The accompanying notes are an integral part of the consolidated financial statements

17

AQUENTIUM, INC. AND SUBSIDIARIES

(A DEVELOPMENT-STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

FROM INCEPTION (APRIL 30, 2001) THROUGH SEPTEMBER 30, 2010

(AUDITED)

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AQUENTIUM, INC. AND SUBSIDIARIES

(A DEVELOPMENT-STAGE COMPANY)

CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

FROM INCEPTION (APRIL 30, 2001) THROUGH SEPTEMBER 30, 2010 (Continued)

The accompanying notes are an integral part of the consolidated financial statements

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AQUENTIUM, INC. AND SUBSIDIARIES

(A DEVELOPMENT-STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(AUDITED)

The accompanying notes are an integral part of the consolidated financial statements

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AQUENTIUM, INC. AND SUBSIDIARIES

(A DEVELOPMENT-STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Continued)

The accompanying notes are an integral part of the consolidated financial statements

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AQUENTIUM, INC. AND SUBSIDIARIES

(A DEVELOPMENT-STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2010

(Audited)

NOTE 1:  BUSINESS AND HISTORY

A.  Business

Aquentium, Inc. (a Delaware corporation) is a diversified holding company in the development stage.  (See Note 2 H "Development Stage Company").  Its holdings include a public relations and consulting service and an early-stage entertainment division that will develop and license products and publications (Canby Group, Inc.), a proprietary software that allows new and used car dealers a fully operational live on-line auction website (Aquentium Solar, Inc.), the research and development of alternative energy projects, (New American Energy, Inc.), and the development of waste recycling systems (Environmental Waste Management, Inc.) and the development of portable housing (HERE, Inc.) and (Aquentium De Mexico).  All the above companies were inactive during fiscal years ending September 30, 2009 and 2010, however, See Note 1C, "Acquisitions and Dispositions" for additional information.

B.  History

Aquentium Inc., formerly WaterPur International, Inc. (the Company) was incorporated in the state of Delaware on April 3, 1987 as Arnex Investment Group, Ltd. (“Aquentium – Delaware”) Then the corporation name was changed to Vector Environmental Technologies, Inc. in 1993 and then to WaterPur International, Inc. in 1997. Up through September 30, 1997, WaterPur operated principally in one business segment, the development and sale of environmental technologies, primarily water purification.  WaterPur became an inactive shell as of September 30, 1998.

On April 2, 2002, Aries Ventures, Inc., formerly Casmyn Corp. and holder of 100% of the 5% cumulative convertible preferred stock of WaterPur received 1,000,000 post-split shares and 250,000 warrants in consideration for the release of any and all outstanding debts or claims that Aries had or may have had against WaterPur.

On April 2, 2002 Aquentium - Delaware acquired 100% of Aquentium, Inc., a Nevada corporation incorporated on April 30, 2001 (“Aquentium-Nevada”), in exchange for 4,000,000 shares of its common stock.  With this transaction the common stock of Aquentium -Delaware outstanding was: 5,076,014 shares with 4,000,000 shares held by the Aquentium shareholders, 1,000,000 shares held by Aries and the remaining shares of 76,014 (post reverse split 200 to 1) held by the former stockholders of WaterPur.

Aquentium – Delaware, formerly WaterPur, entered into an asset purchase agreement with Duck Marine Systems, Inc. (a British Columbia Corporation) on May 7, 1999.  The agreement was rescinded April 2, 2002.

In connection with the above transactions the officers and principal stockholders of Aquentium - Delaware, on one hand and Aquentium - Delaware and its subsidiary, Aquentium - Nevada, on the other hand, affected a mutual release of any and all debts and claims that either party may have against each other.

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AQUENTIUM, INC. AND SUBSIDIARIES

(A DEVELOPMENT-STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2010

(Audited)

In substance, the Aquentium - Delaware transaction is considered to be a capital transaction rather than a business combination.  Consequently, the transaction is considered a reverse takeover and the accounting treatment will be as if Aquentium - Nevada acquired Aquentium - Delaware.  Accordingly, these financial statements are the historical financial statements of Aquentium - Nevada

On October 24, 2007, Aquentium formed Aquentium De Mexico, a Mexican subsidiary, to manufacture and market our low-cost housing model units in the Mexican Republic.

C.  Acquisitions and Dispositions

Subsequent to Aquentium - Delaware acquiring Aquentium - Nevada, the following acquisitions were made:

On June 29, 2002, 100% of Fiber Application Systems Technology (FAST) was acquired for 500,000 common shares at $0.02 per share or $10,000.  The Company acquired cash of $4,363, organization costs of $10,817 (written off) and accounts payable of $15,080 for a net asset value of $100 resulting in goodwill of $9,900.

On March 12, 2003, FAST was disposed of for 500,000 preferred shares of Alpha Solarco, Inc., a publicly traded company.  The preferred shares can be converted into 5,000,000 common shares.  Because Alpha Solarco stock is thinly traded no value has been assigned to this transaction.  An $817 gain, measured by the accounts payable, cash reduction and $9,900 cost basis, has been recognized. In March 2004, the Company agreed to rescind the acquisition and sale of FAST by canceling the 500,000 shares of Aquentium common stock issued for the acquisition and FAST agreed to cancel the 500,000 ten-dollar convertible preferred shares.

On August 9, 2002, 100% of USA Public Auction, Inc.(now Aquentium Solar, Inc) was acquired for 250,000 common shares at $0.02 per share or $5,000.  The Company acquired cash of $82 and organization costs of $4,280 (written off) resulting in goodwill of $638.

On September 9, 2002, 100% of Canby Group, Inc. was acquired for 150,000 common shares at $0.02 per share or $3,000 with no net assets.

On October 28, 2002, 100% of Food Safe, Inc., a Texas corporation, was acquired for 250,000 common shares valued at $5,000 in exchange for 100% of its shares. Food Safe was sold on October 29, 2003 to a publicly traded corporation (eFoodSafety.com Inc.).  Aquentium received 500,000 (split 3 to 1 on December 8, 2003) restricted shares valued at $650,000 resulting in a gain of $645,000.  

On December 8, 2003, Charis Energy Development, Inc.,(now New American Energy, Inc) a privately held company, was acquired for 1,000,000 restricted shares.  As there were no assets or liabilities, the acquisition is treated as a capital transaction instead of a business combination and no goodwill or other intangibles are recognized.

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AQUENTIUM, INC. AND SUBSIDIARIES

(A DEVELOPMENT-STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2010

(Audited)

On January 27, 2004, Environmental Waste Management, Inc., a privately held company, was acquired for 1,080,000 restricted shares.   As there were no assets or liabilities, the acquisition is treated as a capital transaction instead of a business combination and no goodwill or other intangibles are recognized.

On October 24, 2007, Aquentium formed Aquentium De Mexico, a Mexican subsidiary, to manufacture and market our low-cost housing model units in the Mexican Republic.  

NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.       Basis

 The Company uses the accrual method of accounting.

B.

Cash and cash equivalents

The Company considers all short term, highly liquid investments that are readily convertible within three months to known amounts as cash equivalents. Currently, it has no cash equivalents.

C.

Loss per share

Net loss per share is provided in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC 205) "Earnings per Share". Basic loss per share reflects the amount of losses for the period available to each share of common stock outstanding during the reporting period, while giving effect to all dilutive potential common shares that were outstanding during the period, such as stock options and convertible securities of which the Company has none outstanding.

On May 28, 2009 the FASB announced the issuance FASB ASC 855, “Subsequent Events”. FASB ASC 855 should not result in significant changes in the subsequent events that an entity reports. Rather, FASB ASC 855 introduces the concept of financial statements being available to be issued. Financial statements are considered available to be issued when they are complete in a form and format that complies with generally accepted accounting principles (GAAP) and all approvals necessary for issuance have been obtained.

The valuation allowance for deferred tax assets as of September 30, 2010 and 2009 was $1,268,935 and $1,099,268, respectively.  In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible.  Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment.  As a result, management determined it was more likely than not the deferred tax assets would not be realized as of September 30, 2010 and 2009 and, accordingly, recorded a full valuation allowance.