U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File No.
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0-30955
KENTEX PETROLEUM, INC.
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(Name of Small Business Issuer in its Charter)
NEVADA 87-0645378
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4685 South Highland Dr., Suite 202
Salt Lake City, UT 84117
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (801)278-9424
None; Not Applicable.
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(Former Name or Former Address, if changed since last Report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 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.
(1) Yes X No (2) Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
None, Not Applicable;
APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares
outstanding of each of the Registrant's classes of common stock, as of the
latest practicable date:
July 15, 2005
2,357,997
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements.
The Financial Statements of Kentex Petroleum, Inc., a Nevada corporation
(the "Company") required to be filed with this 10-QSB Quarterly Report were
prepared by management and commence on the following page. In the opinion of
management, the Financial Statements fairly present the financial condition of
the Registrant.
KENTEX PETROLEUM, INC.
BALANCE SHEETS
June 30, 2005 and December 31, 2004
6/30/2005 12/31/2004
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[Unaudited]
ASSETS
Assets $ 0 $ 0
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Total Assets $ 0 $ 0
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Loans from stockholders $ 26,789 $ 18,544
Accounts Payable 1,363 25,000
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Total Current Liabilities 28,152 43,544
Total Liabilities 28,152 43,544
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Stockholders' Deficit:
Common Stock, $.001 par value;
authorized 50,000,000 shares; issued and
outstanding, 2,357,997 shares 2,358 2,358
Paid-in Capital 2,073,802 2,073,802
Accumulated Deficit, prior to development stage (2,041,500) (2,041,500)
Deficit accumulated during development stage (62,812) (78,204)
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Total Stockholders' Deficit (28,152) (43,544)
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Total Liabilities and Stockholders' Deficit $ 0 $ 0
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KENTEX PETROLEUM, INC.
STATEMENTS OF OPERATIONS
For the Three and Six Month Periods Ended June 30, 2005, 2004 and
for the Period from Reactivation [May 8, 1999] through June 30, 2005
From the Beginning of
Three Months Three Months Six Months Six Months Reactivation on
Ended Ended Ended Ended May 8, 1999 through
6/30/2005 6/30/2004 6/30/2005 6/30/2004 June 30, 2005
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[Unaudited] [Unaudited] [Unaudited] [Unaudited] [Unaudited]
REVENUE
Income $ 0 $ 0 $ 0 $ 0 $ 0
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NET REVENUE 0 0 0 0 0
Operating Expenses
General and Administrative 2,235 1,807 9,608 2,208 87,812
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Total Operating Expenses 2,235 1,807 9,608 2,208 87,812
Other Income
Forgiveness of Debt 25,000 25,000 25,000
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Net Income Before Taxes $ 22,765 $ (1,807) $ 15,392 $ (2,208)$ (62,812)
============= ============ ============= ============= ==================
Income/Franchise taxes 0 0 0 0
Net Income / (loss) 22,765 (1,807) 15,392 (2,208)
Loss (loss) Per Share $ 0.01 $ (0.01) $ 0.00 $ (0.01)
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Weighted Average Shares Outstanding 2,357,997 2,357,997 2,357,997 2,357,997
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KENTEX PETROLEUM, INC.
STATEMENTS OF CASH FLOWS
For the Three and Six Month Periods Ended June 30, 2005, 2004 and
for the Period from Reactivation [May 8, 1999] through June 30, 2005
From the Beginning of
Three Months Three Months Six Months Six Months Reactivation on
Ended Ended Ended Ended May 8, 1999 through
6/30/2005 6/30/2004 6/30/2005 6/30/2004 June 30, 2005
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[Unaudited] [Unaudited] [Unaudited] [Unaudited] [Unaudited]
Cash Flows Used For Operating Activities
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Net Income / (loss) $ 22,765 $ (1,807)$ 15,392 $ (2,208) (66,812)
Adjustments to reconcile net loss to net cash
used in operating activities:
Shares issued for services 0 0 0 0 34,660
Increase/(Decrease) in accounts payable (9,027) 0 (23,637) 0 1,363
Increase/(Decrease) in Shareholder Loans (13,738) 1,807 8,245 2,208 26,789
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Net Cash Used For Operating Activities 0 0 0 0 0
============ ============ ============= =============
Cash Flows Provided by Financing Activities
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Net Cash Provided by Financing Activities 0 0 0 0
Net Increase In Cash 0 0 0 0
Beginning Cash Balance 0 0 0 0
Ending Cash Balance $ 0 $ 0 $ 0 $ 0
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Notes to Financial Statements
June 30, 2005
NOTE 1 - PRELIMINARY NOTE
The accompanying condensed financial statements have been prepared without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These interim
financial statements include all adjustments, which in the opinion of
management, are necessary in order to make the financial statements not
misleading. It is suggested that these condensed financial statements be
read in conjunction with the financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2004.
NOTE 2 - GOING CONCERN
The Company does not have significant assets, nor has it established
operations and has accumulated losses since inception. These factors raise
substantial doubt about the Company's ability to continue as a going
concern. It is the intent of the Company to seek a merger with an existing,
well-capitalized operating company. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
NOTE 3 - RELATED PARTY PAYABLES
A shareholder has paid general and administrative expenses on behalf of the
Company, through June 30, 2005, of $26,789. During the period ended June
30, 2005, a shareholder paid $1,262 in expenses on behalf of the Company.
Item 2.Management's Discussion and Analysis or Plan of Operation.
Plan of Operation.
The Company has not engaged in any material operations in the period ending
June 30, 2005.
Effective as of June 28, 2005, Kentex Petroleum, Inc., a Nevada corporation
(the "Company"), and VidRev Technologies, Inc., a Florida corporation
("VidRev"), executed a Termination Agreement by which they mutually terminated
the Agreement and Plan of Merger (the "Merger Agreement") by which VidRev was to
merge with and into the Company, with the Company being the surviving
corporation. As part of the Termination Agreement, the Company also agreed to
withdraw the Registration Statements on Forms S-4 and SB-2 that it had filed
with the Securities and Exchange Commission pursuant to the Merger Agreement.
Each party will bear its own expenses in connection with the negotiation,
execution and delivery of the Merger Agreement and the Termination Agreement.
The Company and VidRev agreed to terminate the Merger Agreement because of the
apparent impossibility of meeting all conditions to closing, including
effectiveness of the Company's Registration Statement on Form S-4, in a timely
manner. On December 20, 2004, the Company filed with the Securities and Exchange
Commission a Current Report on Form 8-K disclosing the material terms of the
Merger Agreement. A copy of the Termination Agreement with respect thereto is
attached hereto and incorporated by reference.
The Company's only foreseeable cash requirements during the next 12 months
will relate to maintaining the Company in good standing in the State of Nevada,
keeping its reports "current" with the Securities and Exchange Commission or the
payment of expenses associated with reviewing or investigating any potential
business venture. Management does not anticipate that the Company will have to
raise additional funds during the next 12 months, however, if additional moneys
are needed, they may be advanced by management or principal stockholders as
loans to the Company. Because the Company has not identified any such venture as
of the date of this Report, it is impossible to predict the amont of any such
loan. However, any such loan will not exceed $75,000 and will be on terms no
less favorable to the Company than would be available from a commercial lender
in an arm's length transaction. As of the date of this Report, the Company has
not begun seeking any acquisition.
Results of Operations.
The Company has had no operations during the quarterly period ended June
30, 2005, or for over the past ten years. During the quarterly period covered by
this Report, the Company received no revenue and incurred expenses of $2,235,
stemming from general and administrative expenses as well as legal expense. The
Company also recognized $25,000 in foregiveness of debt that was associated with
the termination of the VidRev merger.
Liquidity.
At June 30, 2005, the Company had total current assets of $0 and total
liabilities of $28,152.
Item 3. Controls and Procedures.
As of the end of the period covered by this Quarterly Report, we carried
out an evaluation, under the supervision and with the participation of our
President and Secretary/Treasurer, of the effectiveness of the design and
operation of our disclosure controls and procedures. Based on this evaluation,
our President and Chief Financial Officer concluded that our disclosure controls
and procedures are effectively designed to ensure that information required to
be disclosed or filed by us is recorded, processed or summarized, within the
time periods specified in the rules and regulations of the Securities and
Exchange Commission. It should be noted that the design of any system of
controls is based in part upon certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future conditions, regardless of
how remote. In addition, we reviewed our internal controls, and there have been
no significant changes in our internal controls or in other factors that could
significantly affect those controls subsequent to the date of their last
evaluation.
PART II - OTHER INFORMATION
Item 1.Legal Proceedings.
None; not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None; not applicable
Item 3.Defaults Upon Senior Securities.
None; not applicable.
Item 4.Submission of Matters to a Vote of Security Holders.
None; not applicable
Item 5.Other Information.
See Part I, Item 2 above.
Item 6.Exhibits and Reports on Form 8-K.
(a) Exhibits
EX 31 Certification of Sarah Jenson, the Company's President, pursuant to
section 302 of the Sarbanes-Oxley Act of 2002
EX 31.1 Certification of Lisa Howells, the Company's Secretary, pursuant
to section 302 of the Sarbanes-Oxley Act of 2002
EX 32 Certification of Sarah Jenson andLisa Howells pursuant to
section 906 of the Sarbanes-Oxley Act of 2002
(b)Current Reports on Form 8-K.
Current Report on Form 8-K as filed on June 29, 2005 regarding termination
of VidRev agreement, is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
KENTEX PETROLEUM, INC.
Date: 8-9-05 By/S/ Sarah Jenson
Sarah E. Jenson, President and Director
Date: 8-9-05 By/S/ Lisa Howells
Lisa Howells, Secretary, Treasurer and Director