U.S. SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C. 20549

                                Form 10-SB

                   Registration Statement on Form 10-SB

              GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
                   BUSINESS ISSUERS Under Section 12 (b)or(g)
                     of the Securities Exchange Act of 1934

                             KENTEX PETROLEUM, INC.
                           ------------------------
       (Name of Small Business Issuer as specified in its charter)

       NEVADA                                       87-0645378
        ----                                        -----------
(State or other jurisdiction of                  (Employer I.D. No.)
       organization)

                         5525 SOUTH 900 EAST, SUITE 110
                            SALT LAKE CITY, UT 84117
                                -----------------
                     (Address of Principal Executive Office)

 Issuer's Telephone Number, including Area Code:  (801) 262-8844

 Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class                             Name of each exchange on which
to be registered                                  each class is registered

    NONE                                                    NONE

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

                      $0.001 Par Value Common Voting Stock
                      ------------------------------------
                                 Title of Class

Documents Incorporated by Reference:

None.


<PAGE>

                            Part I


Item 1.  Description of Business.
---------------------------------

Business Development.
---------------------

     Organization, Charter Amendments and General History
     ----------------------------------------------------

      Kentex Petroleum, Inc., a Nevada corporation (the "Company"), was
organized under the laws of the State of Nevada on February 10, 1983.  Copies of
the Company's Articles of Incorporation and Bylaws are attached hereto and are
incorporated herein by reference.  See the Index to Exhibits, Part III, Item 1.

    Material Changes of Control Since Inception and Related Business History
    ------------------------------------------------------------------------

     The Company  currently has four beneficial  holders,  who  collectively own
93.5% of its outstanding common stock; Outback Capital, Inc., Camisado Ventures,
Ltd.,  Jenson  Services,  Inc.,  and New York New York,  Ltd.  See the  caption,
"Security Ownership of Certain Beneficial Owners and Management," Item 4.

     On May 8, 1999, John Myung, the Company's President, Treasurer and Director
resigned and designated James Doolin as a Director of the Company.

     On May 30, 1999, Alan Reedy, the Company's  Secretary and Director resigned
and designated Jason Jenson as a Director of the Company.

     On September 27, 1999, Jason Jenson,  the Company's  Director  resigned and
designated Shane Thueson as a Director of the Company.

     On  September  28,  1999,  Luke  Bradley  was  appointed a director of the
Company by a quorom of the Company's directors.

     On September 28, 1999, James Doolin was elected President, Luke Bradley was
elected Vice  President and Shane Thueson was elected  Secretary.  The Company's
officers were elected by the entire membership of the directors.

SALES OF  "UNREGISTERED"  AND "RESTRICTED"  SECURITIES OVER THE PAST THREE YEARS
--------------------------------------------------------------------------------

See Part II, Item 4.


<PAGE>
Business.
---------

     The Company was organized by the directors  principally  for the purpose of
engaging  in any lawfull  activity.  In March of 1983,  the Company  completed a
merger.  The Company then began pursuing  opportunities  in the  development and
production  of  oil  well   facilities   including   entering  into  leases  and
partnerships and acting as general partner of ventures.  These operations proved
to be  unsuccessful  and ended over ten years ago,  and since there have been no
further  operations.  Other than the  above-referenced  matters  and seeking and
investigating  potential assets,  property or businesses to acquire, the Company
has had no material  business  operations for over ten years. To the extent that
the Company intends to continue to seek the  acquisition of assets,  property or
business that may benefit the Company and its stockholders,  it is essentially a
"blank  check"  company.  Because  the  Company  has no assets and  conducts  no
material business, management anticipates that any such venture would require it
to issue  shares of its common  stock as the sole  consideration  to acquire the
venture.  This may  result in  substantial  dilution  of the  shares of  current
stockholders.   The   Company's   Board  of  Directors   shall  make  the  final
determination whether to complete any such venture; the approval of stockholders
will not be sought unless required by applicable  laws,  rules and  regulations,
its  Articles of  Incorporation  or Bylaws,  or contract.  The Company  makes no
assurance that any future enterprise will be profitable or successful.

The  auditor's  discussion  on the  Company's  liquidity  in its  report  on the
Company's audited financial  statements,  is as follows:  "However,  the Company
does not have  significant  cash or other material  assets,  nor does it have an
established  source of revenues  sufficient to cover its operating  costs and to
allow it to continue as a going concern. It is the intent of the Company to seek
a merger with an existing,  operating company.  In the interim,  shareholders of
the Company have committed to meeting its minimal operating expenses."

The Company is not currently  engaging in any substantive  business activity and
has no plans to engage in any such activity in the  foreseeable  future.  In its
present form, the Company may be deemed to be a vehicle to acquire or merge with
a business or company. The Company does not intend to restrict its search to any
particular  business  or  industry,  and the  areas in  which  it will  seek out
acquisitions,  reorganizations  or mergers may include,  but will not be limited
to, the fields of high technology,  manufacturing,  natural resources,  service,
research and development, communications,  transportation, insurance, brokerage,
finance and all medically related fields,  among others.  The Company recognizes
that the number of suitable potential business ventures that may be available to
it may be extremely  limited,  and may be  restricted  to entities who desire to
avoid what  these  entities  may deem to be the  adverse  factors  related to an
initial public  offering  ("IPO").  The most prevalent of these factors  include
substantial  time  requirements,  legal and accounting  costs,  the inability to
obtain an underwriter who is willing to publicly offer and sell shares, the lack
of or the  inability to obtain the  required  financial  statements  for such an
undertaking,  limitations  on the  amount of  dilution  to public  investors  in
comparison to the stockholders of any such entities, along with other conditions
or requirements  imposed by various federal and state securities laws, rules and
regulations.  Any of these types of  entities,  regardless  of their  prospects,
would require the Company to issue a substantial  number of shares of its common
stock to  complete  any such  acquisition,  reorganization  or  merger,  usually
amounting  to  between  80% and 95% of the  outstanding  shares  of the  Company
following the completion of any such  transaction;  accordingly,  investments in
any such private  entity,  if available,  would be much more  favorable than any
investment in the Company.

Although the Company has not communicated  with any other entity with respect to
any potential  merger or acquisition  transaction,  management has determined to
file this  Registration  Statement on a voluntary  basis. In order to have stock
quotations  for its  common  stock on the  National  Association  of  Securities
Dealers'  Automated  Quotation  System  ("NASDAQ"),  an  issuer  must  have such
securities  registered under the Securities and Exchange Act of 1934, as amended
(the "1934 Act").  Upon the effective date of this Registration  Statement,  the
Company's  common  stock will become  registered  for  purposes of the 1934 Act.
Management  believes that this will make the Company more desirable for entities
that may be interested in engaging in a merger or  acquisition  transaction.  To
the extent that management deems it advisable or necessary to obtain a quotation
of its common stock on any securities  market, the Company will voluntarily file
periodic  reports in the event its obligation to file such reports is terminated
under the 1934 Act.  Further,  the National  Association of Securities  Dealers,
Inc. (the "NASD")  requires that all  "non-reporting"  companies whose shares of
common stock are quoted on the NASD's OTC Bulletin Board be dropped. The company
is not currently listed on the OTC Bulletin Board.

In the event that the Company engages in any  transaction  resulting in a change
of control of the Company and/or the acquisition of a business, the Company will
be required to file with the  Commission a Current  Report on Form 8-K within 15
days of such  transaction.  A filing  on Form 8-K also  requires  the  filing of
audited  financial  statements  of the business  acquired,  as well as pro forma
financial  information  consisting of a pro forma condensed  balance sheet,  pro
forma statements of income and accompanying explanatory notes.


<PAGE>

Management  intends to consider a number of factors prior to making any decision
as to whether to participate in any specific  business  endeavor,  none of which
may be determinative or provide any assurance of success. These may include, but
will not be limited to an  analysis of the  quality of the  entity's  management
personnel;  the  anticipated  acceptability  of any new  products  or  marketing
concepts;  the merit of technological  changes; its present financial condition,
projected  growth  potential and available  technical,  financial and managerial
resources;  its working capital, history of operations and future prospects; the
nature of its present and expected  competition;  the quality and  experience of
its  management  services and the depth of its  management;  its  potential  for
further research,  development or exploration; risk factors specifically related
to its business operations;  its potential for growth, expansion and profit; the
perceived public recognition or acceptance of its products, services, trademarks
and name identification;  and numerous other factors which are difficult, if not
impossible,  to properly or accurately analyze,  let alone describe or identify,
without referring to specific objective criteria.

Regardless, the results of operations of any specific entity may not necessarily
be  indicative  of what may occur in the future,  by reason of  changing  market
strategies,  plant or product  expansion,  changes in product  emphasis,  future
management  personnel and changes in innumerable other factors.  Further, in the
case of a new  business  venture  or one that is in a research  and  development
mode, the risks will be substantial,  and there will be no objective criteria to
examine the  effectiveness  or the  abilities of its  management or its business
objectives.  Also, a firm market for its products or services may yet need to be
established, and with no past track record, the profitability of any such entity
will be unproven and cannot be predicted with any certainty.

Management  will attempt to meet personally with management and key personnel of
the entity sponsoring any business  opportunity  afforded to the Company,  visit
and inspect material facilities,  obtain independent analysis or verification of
information  provided and  gathered,  check  references  of  management  and key
personnel and conduct other reasonably  prudent measures  calculated to ensure a
reasonably thorough review of any particular business opportunity;  however, due
to time constraints of management, these activities may be limited.

The  Company  is unable to  predict  the time as to when and if it may  actually
participate in any specific  business  endeavor.  The Company  anticipates  that
proposed  business  ventures  will  be made  available  to it  through  personal
contacts  of  directors,   executive   officers  and   principal   stockholders,
professional advisors, broker dealers in securities,  venture capital personnel,
members  of the  financial  community  and others  who may  present  unsolicited
proposals.  In certain cases,  the Company may agree to pay a finder's fee or to
otherwise  compensate  the persons who submit a potential  business  endeavor in
which  the  Company  eventually  participates.  Such  persons  may  include  the
Company's directors,  executive officers, beneficial owners or their affiliates.
In this  event,  such  fees may  become a factor  in  negotiations  regarding  a
potential acquisition and,  accordingly,  may present a conflict of interest for
such individuals.

Although the Company has not identified any potential  acquisition  target,  the
possibility  exists  that the  Company  may  acquire or merge with a business or
company in which the Company's executive officers, directors,  beneficial owners
or their affiliates may have an ownership  interest;  a transaction of this type
would create a conflict of interest for such a person.  Current  Company  policy
does not prohibit such  transactions.  Because no such  transaction is currently
contemplated,  it is impossible to estimate the potential  pecuniary benefits to
these persons.

Further,  substantial  fees are often paid in connection  with the completion of
these types of acquisitions,  reorganizations  or mergers,  ranging from a small
amount to as much as $250,000. These fees are usually divided among promoters or
founders,  after deduction of legal,  accounting and other related expenses, and
it is not  unusual  for a  portion  of  these  fees  to be paid  to  members  of
management or to principal  stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them.  In the event that
such  fees are paid,  they may  become a factor in  negotiations  regarding  any
potential acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.

Any finder's fee would be  negotiated  once a prospective  merger  candidate has
been identified.  Typically, a finder's fee is based upon a percentage,  ranging
from 5% to 15% of the fees described above.

None of the  Company's  directors,  executive  officers or  promoters,  or their
affiliates or associates,  has had any negotiations with any  representatives of
the  owners  of  any  business  or  company  regarding  the  possibility  of  an
acquisition or merger  transaction  with the Company.  Nor are there any present
plans, proposals, arrangements or understandings with any such persons regarding
the possibility of any acquisition or merger involving the Company.


<PAGE>
Risk Factors.
-------------

In any business venture,  there are substantial risks specific to the particular
enterprise   which  cannot  be  ascertained   until  a  potential   acquisition,
reorganization or merger candidate has been identified;  however,  at a minimum,
the  Company's  present  and  proposed   business   operations  will  be  highly
speculative  and be subject to the same  types of risks  inherent  in any new or
unproven venture, and will include those types of risk factors outlined below.

Auditor's Going Concern Opinion
-------------------------------

The auditors  discussion  on the  Company's  liquidity in the audited  financial
statements  herein,  is as follows:  "The  Company's  financial  statements  are
prepared using generally accepted  accounting  principles  applicable to a going
concern  which  contemplates  the  realization  of  assets  and  liquidation  of
liabilities in the normal course of business. However, the Company does not have
significant  cash or other  material  assets,  nor  does it have an  established
source of revenues  sufficient to cover its  operating  costs and to allow it to
continue  as a going  concern.  It is the intent of the Company to seek a merger
with an existing, operating company. In the interim, shareholders of the Company
have committed to meeting its minimal operating expenses."

No Assets; No Source of Revenue
-------------------------------

The  Company  has no assets and has had no revenue for over five years or to the
date hereof.  Nor will the Company  receive any  revenues  until it completes an
acquisition, reorganization or merger, at the earliest. Money is being forwarded
to the Company,  for expenses,  by Jenson  Services,  Inc., a shareholder of the
Company.  See the heading  "Limited Funds." The Company can provide no assurance
that any acquired business will produce any material revenues for the Company or
its stockholders or that any such business will operate on a profitable basis.

Discretionary Use of Proceeds; "Blank Check" Company.
-----------------------------------------------------

Because  the  Company  is not  currently  engaged  in any  substantive  business
activities,  as  well as  management's  broad  discretion  with  respect  to the
acquisition of assets,  property or business,  the Company may be deemed to be a
"blank check" company.  Although management intends to apply any proceeds it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.

Absence of Substantive Disclosure Relating to Prospective Acquisitions.
----------------------------------------------------------------------

Because the Company has not yet identified any assets, property or business that
it may  acquire,  potential  investors  in the Company  will have  virtually  no
substantive  information  upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if  the  Company  had  already  identified  a  potential  acquisition  or if the
acquisition  target  had made an  offering  of its  securities  directly  to the
public.  The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.

Unspecified Industry and Acquired Business; Unascertainable Risks.
------------------------------------------------------------------

To date, the Company has not  identified any particular  industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective investors
currently  have no basis  to  evaluate  the  comparative  risks  and  merits  of
investing in the  industry or business in which the Company may acquire.  To the
extent that the Company  may  acquire a business  in a high risk  industry,  the
Company will become subject to those risks. Similarly, if the Company acquires a
financially  unstable  business  or a  business  that is in the early  stages of
development, the Company will become subject to the numerous risks to which such
businesses  are  subject.  Although  management  intends to  consider  the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.

Uncertain Structure of Acquisition
----------------------------------

Management has had no preliminary  contact or discussions  regarding,  and there
are no present plans,  proposals or arrangements to acquire any specific assets,
property or business.  Accordingly,  it is unclear  whether such an  acquisition
would  take the form of an  exchange  of  capital  stock,  a merger  or an asset
acquisition.  However,  because the Company has virtually no resources as of the
date  of  this  Registration   Statement,   management  expects  that  any  such
acquisition  would take the form of an  exchange of capital  stock.  See Part I,
I
tem 2.


<PAGE>

Potential Dilution
------------------

The Company is  authorized  to issue  100,000,000  shares of common  stock and 0
shares of preferred stock. As of July 1, 2000, only 2,357,997 shares were issued
and  outstanding.  The  issuance of  additional  shares in  connection  with any
reorganization  transaction  or the raising of capital may result in substantial
dilution of the holdings of current stockholders.

Limited Funds Available for Operating Expenses
----------------------------------------------

The Company currently has no assets. As a result,  all funding necessary to meet
the Company's  operating  expenses in the next 12 months will likely be advanced
by management or principal stockholders as loans to the Company. See the heading
"Plan of Operation" of the caption "Management's Discussion and Analysis or Plan
of Operation," Part I, Item 2.

Lack of Public Information Regarding Acquisition
------------------------------------------------

As of the date of this  Registration  Statement,  the Company has not identified
any potential  merger or acquisition  candidate.  The Company does not intend to
limit its search to any particular  business or industry.  Stockholders will not
have access to any  information  about any such  candidate  until such time as a
transaction  is  completed  and the Company  files a Current  Report on Form 8-K
disclosing the nature of such transaction.

State Restrictions on "Blank  Check" Companies
----------------------------------------------

Approximately 36 states prohibit or substantially  restrict the registration and
sale of "blank check"  companies within their borders.  Additionally,  36 states
use "merit review powers" to exclude securities  offerings from their borders in
an effort to screen out offerings of highly dubious quality. See paragraph 8221,
NASAA Reports,  CCH Topical Law Reports,  1990. Although it has no present plans
to register  or qualify  its  securities  in any state,  the Company  intends to
comply  fully  with all  state  securities  laws,  and  plans to take the  steps
necessary  to ensure that any future  offering of its  securities  is limited to
those states in which such offerings are allowed. However, while the Company has
no substantive  business  operations  and is deemed to a "blank check"  Company,
these legal  restrictions  may have a material  adverse  impact on the Company's
ability  to  raise  capital  because  potential   purchasers  of  the  Company's
securities  must be  residents  of  states  that  permit  the  purchase  of such
securities.  These  restrictions  may also limit or prohibit  stockholders  from
reselling  shares of the Company's common stock within the borders of regulating
states.

By regulation or policy statement,  several states place various restrictions on
the sale or resale  of  equity  securities  of  "blank  check"  or "blind  pool"
companies.  These  restrictions  include,  but are not  limited  to,  heightened
disclosure requirements, exclusion from "manual listing" registration exemptions
for secondary trading privileges and outright prohibition of public offerings of
such companies.

In most jurisdictions, "blank check" and "blind pool" companies are not eligible
for participation in the Small Corporate Offering Registration ("SCOR") program,
which  permits an issuer to notify the  Securities  and Exchange  Commission  of
certain offerings  registered in such states by filing a Form D under Regulation
D of the  Commission.  The  majority of states have  adopted  some form of SCOR.
States   participating   in  the  SCOR  program  also  allow   applications  for
registration  of  securities  by  qualification  by  filing  a Form U-7 with the
states' securities  commissions.  Nevertheless,  the Company does not anticipate
making any SCOR  offering or other public  offering in the  foreseeable  future,
even in any  jurisdiction  where it may be eligible for  participation  in SCOR,
despite its status as a "blank check" or "blind pool" company.

The net effect of the  above-referenced  laws,  rules and regulations will be to
place significant  restrictions on the Company's ability to register,  offer and
sell and/or to develop a  secondary  market for shares of the  Company's  common
stock in virtually every  jurisdiction in the United States.  These restrictions
should  cease  once  and  if  the  Company   acquires  a  venture  by  purchase,
reorganization  or  merger,  so long as the  business  operations  succeeded  to
involve sufficient activities of a specific nature.

Management to Devote Insignificant Time to Activities of the Company.
---------------------------------------------------------------------

Members of the Company's  management  are not required to devote their full time
to the affairs of the Company. Because of their time commitments, as well as the
fact that the  Company  has no business  operations,  the members of  management
anticipate  that  they  will  devote  an  insignificant  amount  of  time to the
activities  of the  Company,  at  least  until  such  time  as the  Company  has
identified a suitable acquisition target.


<PAGE>

Conflicts of Interest; Related Party Transactions.
--------------------------------------------------

Although the Company has not identified any potential  acquisition  target,  the
possibility  exists  that the  Company  may  acquire or merge with a business or
company in which the Company's executive officers, directors,  beneficial owners
or their affiliates may have an ownership interest. Such a transaction may occur
if  management  deems  it to be in the best  interests  of the  Company  and its
stockholders, after consideration of the above referenced factors. A transaction
of this nature  would  present a conflict of  interest to those  parties  with a
managerial  position  and/or an  ownership  interest in both the Company and the
acquired  entity,  and  may  compromise  management's  fiduciary  duties  to the
Company's stockholders.  An independent appraisal of the acquired company may or
may not be obtained in the event a related party  transaction  is  contemplated.
Furthermore, because management and/or beneficial owners of the Company's common
stock  may be  eligible  for  finder's  fees or other  compensation  related  to
potential  acquisitions by the Company, such compensation may become a factor in
negotiations regarding such potential acquisitions.

Voting Control Held by The Board of Directors
---------------------------------------------

Due to the fact that four  stockholders  control  ownership of a majority of the
shares of the  Company's  outstanding  common  stock  (approximately  94% of the
outstanding  voting  securities of the  Company),  these  stockholders  have the
ability to elect all of the Company's directors, who in turn elect all executive
officers,  without  regard to the votes of other  stockholders.  See the caption
"Security  Ownership of Certain Beneficial Owners and Management," Part II, Item
4.

No Market for Common Stock; No Market for Shares.
-------------------------------------------------

Although  the Company  intends to submit for listing of its common  stock on the
OTC Bulletin Board of the National Association of Securities Dealers,  Inc. (the
"NASD"),  there is  currently  no market  for such  shares;  and there can be no
assurance  that any such market will ever develop or be  maintained.  Any market
price for shares of common  stock of the Company is likely to be very  volatile,
and numerous  factors  beyond the control of the Company may have a  significant
effect. In addition, the stock markets generally have experienced,  and continue
to  experience,  extreme price and volume  fluctuations  which have affected the
market price of many small capital companies and which have often been unrelated
to  the  operating   performance   of  these   companies.   These  broad  market
fluctuations,  as  well  as  general  economic  and  political  conditions,  may
adversely  affect the market price of the  Company's  common stock in any market
that may develop. Sales of "restricted  securities" under Rule 144 may also have
an adverse effect on any market that may develop.  See the caption "Recent Sales
of Unregistered Securities," Part I, Item 4.

In addition to the foregoing, in order to obtain a listing for its securities on
the OTC Bulletin Board, the Company will need to retain a broker-dealer  that is
willing to act as a "market maker."

Only companies that report their current financial information to the Securities
and Exchange  Commission  may have their  securities  quoted on the OTC Bulletin
Board. Therefore,  upon the effective date of this Registration  Statement,  the
Company  may  apply to have its  securities  quoted on the OTC  Bulletin  Board.
However,  in the event  that the  Company  loses  this  status  as a  "reporting
issuer," any future  quotation of its common stock on the OTC Bulletin Board may
be jeopardized.


<PAGE>
Risks of "Penny Stock."
----------------------

The  Company's  common  stock may be deemed to be "penny  stock" as that term is
defined in Rule 3a51-1 of the Securities and Exchange  Commission.  Penny stocks
are stocks (i) with a price of less than five  dollars per share;  (ii) that are
not traded on a  "recognized"  national  exchange;  (iii)  whose  prices are not
quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must still
meet  requirement  (i) above);  or (iv) in issuers with net tangible assets less
than  $2,000,000  (if the issuer has been in  continuous  operation for at least
three  years) or  $5,000,000  (if in  continuous  operation  for less than three
years),  or with  average  revenues of less than  $6,000,000  for the last three
years.

There has been no  "established  public  market" for the Company's  common stock
during the last five years.  At such time as the  Company  completes a merger or
acquisition  transaction,  if at all,  it may  attempt to qualify for listing on
either NASDAQ or a national  securities  exchange.  However, at least initially,
any  trading  in  its  common  stock  will  most  likely  be  conducted  in  the
over-the-counter  market in the "pink  sheets" or the OTC Bulletin  Board of the
NASD.

Section 15(g) of the Securities Exchange Act of 1934, as amended, and Rule 15g-2
of the  Securities and Exchange  Commission  require  broker-dealers  dealing in
penny stocks to provide potential investors with a document disclosing the risks
of penny stocks and to obtain a manually signed and dated written receipt of the
document  before  effecting any  transaction in a penny stock for the investor's
account.  Potential  investors in the Company's common stock are urged to obtain
and read such disclosure  carefully before purchasing any shares that are deemed
to be "penny stock."

Moreover,  Rule  15g-9  of  the  Securities  and  Exchange  Commission  requires
broker-dealers  in penny  stocks to  approve  the  account of any  investor  for
transactions  in such stocks  before  selling any penny stock to that  investor.
This  procedure  requires  the  broker-dealer  to (i) obtain  from the  investor
information concerning his or her financial situation, investment experience and
investment  objectives;  (ii) reasonably  determine,  based on that information,
that  transactions  in penny  stocks are  suitable for the investor and that the
investor has sufficient  knowledge and experience as to be reasonably capable of
evaluating  the risks of penny stock  transactions;  (iii)  provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the  determination  in (ii) above;  and (iv)  receive a signed and dated copy of
such statement  from the investor,  confirming  that it accurately  reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these  requirements  may make it more difficult for investors in
the  Company's  common  stock to  resell  their  shares to third  parties  or to
otherwise dispose of them.

Principal Products and Services.
--------------------------------

The limited business  operations of the Company,  as now  contemplated,  involve
those of a "blank  check"  company.  The only  activities to be conducted by the
Company is to seek out and  investigate  the  acquisition of any viable business
opportunity  by purchase and exchange for  securities of the Company or pursuant
to a  reorganization  or merger through which  securities of the Company will be
issued or exchanged.

Distribution Methods of the Products or Services.
-------------------------------------------------

Management will seek out and investigate  business  opportunities  through every
reasonably  available  fashion,  including  personal  contacts,   professionals,
securities broker-dealers,  venture capital personnel,  members of the financial
community and others who may present unsolicited proposals; the Company may also
advertise its  availability as a vehicle to bring a company to the public market
through a "reverse" reorganization or merger.

Status of any Publicly Announced New Product or Service.
--------------------------------------------------------

        None; not applicable.



<PAGE>

Sources and Availability of Raw Materials and Names of Principal Suppliers.
---------------------------------------------------------------------------

        None; not applicable.

Dependence on One or a Few Major Customers.
-------------------------------------------

        None; not applicable.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
---------------------------------------------------------------

        None; not applicable.

Research and Development.
-------------------------

        None; not applicable.

Number of Employees.
--------------------

        None.


Item 2.  Management's Discussion and Analysis or Plan of Operation.
-------------------------------------------------------------------

Plan of Operation.
------------------

The Company has not engaged in any material  operations or had any revenues from
operations during the last ten fiscal years. The Company's plan of operation for
the next 12 months is to continue to seek the acquisition of assets, property or
business that may benefit the Company and its stockholders.  Because the Company
has  virtually no  resources,  management  anticipates  that to achieve any such
acquisition, the Company will be required to issue shares of its common stock as
the sole consideration for such venture.

During the next 12 months, the Company's only foreseeable cash requirements will
relate to  maintaining  the Company in good  standing or the payment of expenses
associated with reviewing or investigating any potential business venture, which
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
Registration Statement, it is impossible to predict the amount of any such loan.
However,  any such loan  will not  exceed  $25,000  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 Registration  Statement,  the
Company has not actively begun to seek any such venture.

Results of Operations.
----------------------

For the past ten years the Company has had no material  operations.It had losses
of ($0)  and  ($34,660),  for the  years  ended  December  31,  1999  and  1998,
respectively.  The Company incurred losses of ($1,139) for the six month periods
ended June 30, 2000.

Liquidity.
----------

The Company had no assets during the years ended December 31, 1999 and 1998. No
contributions were made during the six month period ended June 30, 2000.
I
tem 3.  Description of Property.
---------------------------------

The Company has no assets,  property or business; its principal executive office
address and telephone number are the home address and telephone number of Jenson
Services,  and are  provided  at no cost.  Because  the  Company  has no current
business operations,  its activities have been limited to keeping itself in good
standing in the State of Nevada, and with preparing this Registration  Statement
and the  accompanying  financial  statements.  These activities have consumed an
insignificant  amount of  management's  time;  accordingly,  the costs to Jenson
Services,  a shareholder,  of providing the use of its office and telephone have
been minimal.


<PAGE>
Item 4.  Security Ownership of Certain Beneficial Owners and Management.
------------------------------------------------------------------------

        Security Ownership of Certain Beneficial Owners.
        ------------------------------------------------

          The following table sets forth the share holdings of those persons who
own more than ten percent of the Company's common stock as of the date hereof:

                           Number of Shares Percentage

Name                            Beneficially Owned           of Class
----------------                ------------------           --------
CAMISODO VENTURES, LTD.             546,000                     23%
OUTBACK CAPITAL, INC.               702,000                     30%
NEW YORK NEW YORK, LTD.             702,000                     30%
JENSON SERVICES, INC.               255,640                     11%

       Security Ownership of Management.
        ---------------------------------

          The  following  table sets forth the share  holdings of the  Company's
directors and executive officers as of the date hereof:

                          Number of Shares       Percentage of

Name and Address         Beneficially Owned        of Class
----------------         ------------------      -------------
JAMES P. DOOLIN                 18,000                  0%
LUKE BRADLEY                    18,000                  0%
SHANE THUESON                   18,000                  0%

TOTAL OFFICERS & DIRECTORS      54,000                  2%

        Changes in Control.
        -------------------

     There are no present  arrangements  or pledges of the Company's  securities
which may result in a change in control of the Company.

Item 5.  Directors, Executive Officers, Promoters and Control Persons.
---------------------------------------------------------------------

        Identification of Directors and Executive Officers.
        ---------------------------------------------------

     The following table sets forth the name of the Company's  current directors
and executive officers.  This person will serve until the next annual meeting of
the  stockholders  (held the third  Friday in August of each  year) or until his
successors are elected or appointed and qualified,  or his prior  resignation or
termination.

                                        Date of         Date of
                    Positions           Election or     Termination

Name                  Held              Designation     or Resignation
----                  ----              -----------   --------------
JAMES P. DOOLIN      DIRECTOR &         MAY-08-99           *
                     PRESIDENT

LUKE BRADLEY         DIRECTOR &         SEP-28-99           *
                     VICE PRESIDENT

SHANE THUESON        DIRECTOR &         SEP-27-99           *
                     SECRETARY


          * These persons presently serves in the capacities indicated.

<PAGE>
Business Experience.
--------------------

     James P.  Doolin,  President  and a director  is 23 years of age. Mr Doolin
graduated  from the  University of Utah, in Salt Lake City. He graduated  with a
bachelor  of  science,  finance  degree.  Mr.  Doolin  has  been  working  as an
investment consultant since 1998.

     Luke Bradley, Vice President and a director is 23 years of age. Mr. Bradley
is currently  attending  the  University  of Utah, in Salt Lake City. He will be
graduating  in June of 2001,  with a bachelor of  science,  finance  degee.  Mr.
Bradley is the  owner/manager of Tweeqd,  Inc., a Utah  corporation,  a clothing
company in Salt Lake City, Utah.

     Shane  Thueson,  Secretary  and a director is 24 years of age. Mr.  Thueson
graduated  from Brigham Young  University,  in Provo,  Utah. He graduated  witha
bachelor of arts,  history degree. Mr. Thueson is currently working with a movie
production firm in Los Angeles, California.


OTHER "PUBLIC SHELL" ACTIVITIES.
--------------------------------

James Doolin,  President and  Director.  Other than the Company,  Mr. Doolin was
appointed in April 1998 as President of Amalgamated Entertainment,  Inc., a Utah
Corporation,  in which he resigned in October 1999.  Amalgamated  Entertainment,
Inc.  is  involved  in the  pin-hooking  of horses,  which  involves  purchasing
Thoroughbred  horses  as  yearlings  and  train  such  horses  for a  period  of
approximately  six months  followed by the reselling of such horses for purposes
of  racing  or  further  training.   In  addition,   Mr.  Doolin  was  appointed
Secretary/Treasurer  of  Unistone,  Inc.,  a Delaware  corporation,  in which he
presently  serves.  Unistone,  Inc. may be deemed to be a "blank check" company.
Also, Mr. Doolin has also been appointed President of Formula Footwear,  Inc., a
Utah  corporation,  on December  1998.  Mr.  Doolin  still  currently  serves as
President  of Formula  Footwear,  Inc.,  which may be deemed as a "blank  check"
company. Mr. Doolin has also been appointed and currently serves as Treasurer of
Little Creek,  Inc., a Utah  corporation,  March 1999.  Little  Creek,  Inc., is
involved in the  recreational  vehicle rental  business.  Mr. Doolin is also the
President of Wasatch Web Advisors, Inc., a Utah corporation,  and has been since
November of 1999.  Wasatch Web  Advisors,  Inc.,  is in the web-site  generation
business.  Also in November of 1999,  Mr.  Doolin was elected the  President  of
Cole,  Inc., a Utah  corporation.  Cole,  Inc.,  is a company that provides data
entry  and  documentation  formatting.  Mr.  Doolin  is also  the  President  of
Energroup  Technologies Corp., a Utah corporation,  and has been since September
of 1999.  Energroup  Technologies  Corp.,  may be deemed  to be a "blank  check"
company.  On December 1998, James Doolin was appointd President of Comstock Coal
Company, Inc., a Utah corporation.  Comstock Coal Company, Inc., may be deemed a
"blank  check"  company.  Other  than the  aforementioned,  Mr.  Doolin has been
neither an Officer,  Director or affiliate of any "blank check" companies in the
past 10 years.

<PAGE>

Luke Bradley,  Vice President and Director.  Other than the Company, Mr. Bradley
was elected in April 2000,  as  Secretary  of  Ventures-National,  Inc.,  a Utah
corporation.  Ventures-National,  Inc.,  may be deemed a "blank check"  company.
Also in April 2000, Mr. Bradley was elected  Secretary of Western  International
Pizza Corporation, a Nevada corporation.  Western International Pizza Corp., may
be deemed a "blank check"  company.  In November  1999,  Mr. Bradley was elected
Secretary  of Cole,  Inc., a Utah  corporation.  Cole,  Inc.,  is a company that
provides data entry and documentation formatting. Other than the aforementioned,
Mr.  Bradley has been  neither an Officer,  Director or  affiliate of any "blank
check" companies in the past 10 years.

Shane Thueson,  Secretary and Director.  Other than the Company,  Mr Thueson was
elected Vice President of Comstock Coal Company,  Inc., a Utah  corporation,  in
December of 1998.  Comstock  Coal Company,  Inc.,  may be deemed a "blank check"
company. In November 1999, Mr. Thueson was elected Vice President of Cole, Inc.,
a Utah  corporation.  Cole,  Inc.,  is a company  that  provides  data entry and
documentation  formatting.  Other than the aforementioned,  Mr. Thueson has been
neither an Officer,  Director or affiliate of any "blank check" companies in the
past 10 years.


Significant Employees.
----------------------

The Company has no employees who are not executive officers.

Family Relationships.
---------------------

There are no family  relationships  between any director or  executive  officer.

Involvement in Certain Legal Proceedings.
-----------------------------------------

During the past five years, no present or former director,  executive officer or
person nominated to become a director or an executive officer of the Company:

     (1)  was a general  partner or executive  officer of any  business  against
          which any  bankruptcy  petition  was filed,  either at the time of the
          bankruptcy or two years prior to that time;

     (2)  was  convicted in a criminal  proceeding or named subject to a pending
          criminal  proceeding  (excluding  traffic  violations  and other minor
          offenses);

     (3)  was  subject  to any  order,  judgment  or  decree,  not  subsequently
          reversed,   suspended   or   vacated,   of  any  court  of   competent
          jurisdiction,   permanently   or   temporarily   enjoining,   barring,
          suspending  or  otherwise  limiting  his  involvement  in any  type of
          business, securities or banking activities; or

     (4)  was found by a court of competent  jurisdiction  (in a civil  action),
          the  Commission or the Commodity  Futures  Trading  Commission to have
          violated a federal or state  securities  or  commodities  law, and the
          judgment has not been reversed, suspended or vacated.

<PAGE>

Item 6.  Executive Compensation.
--------------------------------

          The following table sets forth the aggregate  compensation paid by the
Company for services rendered during the periods indicated:

                           SUMMARY COMPENSATION TABLE

                             Long Term Compensation

                       Annual Compensation Awards Payouts

(a)             (b)   (c)   (d)   (e)   (f)   (g)   (h)    (i)

                                              Secur-
                                              ities        All
Name and   Year or               Other  Rest- Under- LTIP  Other
Principal  Period   Salary Bonus Annual rictedlying  Pay- Comp-
Position   Ended      ($)   ($)  Compen-Stock Optionsouts ensat'n
-----------------------------------------------------------------



James P.
Doolin,      12/31/99   0     0     0    18,000  0     0   0
Director,    03/31/00   0     0     0      0     0     0   0
President

Luke
Bradley
Director,    12/31/99   0     0     0    18,000  0     0   0
Vice         03/31/00   0     0     0      0     0     0   0
President

Shane E.
Thueson,     12/31/99   0     0     0    18,000  0     0   0
Director,    03/31/00   0     0     0      0     0     0   0
Secretary

Jason Jenson 12/31/99   0     0     0      0     0     0   0
Director

John Myung   12/31/98   0     0     0      0     0     0   0
Director,
President

Alan Reedy   12/31/98   0     0     0      0     0     0   0
Director,
Secretary


     No cash  compensation,  deferred  compensation or long-term  incentive plan
awards were issued or granted to the Company's management during the years ended
December 31, 1999, or the period ended June 30, 2000. No employee, director, or
executive  officer  have been granted any option or stock  appreciation  rights;
accordingly,  no tables  relating to such items have been  included  within this
Item.

Compensation of Directors.
--------------------------

There are no standard arrangements pursuant to which the Company's directors are
compensated  for any services  provided as director.  No additional  amounts are
payable  to the  Company's  directors  for  committee  participation  or special
assignments.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
------------------------------------------------------------------------

There are no employment contracts, compensatory plans or arrangements, including
payments  to be  received  from the  Company,  with  respect to any  director or
executive  officer of the  Company  which would in any way result in payments to
any  such  person  because  of his  or  her  resignation,  retirement  or  other
termination of employment  with the Company or its  subsidiaries,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.


<PAGE>

Item 7.  Certain Relationships and Related Transactions.
--------------------------------------------------------

Transactions with Management and Others.
----------------------------------------

There  have  been no  material  transactions,  series of  similar  transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security  holder who is known to the  Company  to own of record or  beneficially
more than five  percent  of the  Company's  common  stock,  or any member of the
immediate family of any of the foregoing persons, had a material interest.

Certain Business Relationships.
-------------------------------

There  have  been no  material  transactions,  series of  similar  transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security  holder who is known to the  Company  to own of record or  beneficially
more than five  percent  of the  Company's  common  stock,  or any member of the
immediate family of any of the foregoing persons, had a material interest.

Indebtedness of Management.
---------------------------

There  have  been no  material  transactions,  series of  similar  transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any director or executive officer, or any
security  holder who is known to the  Company  to own of record or  beneficially
more than five  percent  of the  Company's  common  stock,  or any member of the
immediate family of any of the foregoing persons, had a material interest.

Parents of the Issuer.
----------------------

The  company  has no  parents,  except  to the  extent  that its  directors  and
executive officers may be deemed to be parents due to their collective ownership
of 94% of the company's outstanding common stock.

Transactions with Promoters.
----------------------------

There  have  been no  material  transactions,  series of  similar  transactions,
currently proposed transactions, or series of similar transactions, to which the
Company or any of its  subsidiaries was or is to be a party, in which the amount
involved exceeded $60,000 and in which any promoter or founder, or any member of
the immediate family of any of the foregoing persons, had a material interest.

Item 8.  Description of Securities.
-----------------------------------

        Common Stock

        ------------

The Company has one class of securities  authorized,  consisting of  100,000,000
shares of $0.001 par value common  voting  stock.  The holders of the  Company's
common  stock are  entitled to one vote per share on each matter  submitted to a
vote at a meeting  of  stockholders.  The  shares  of common  stock do not carry
cumulative voting rights in the election of directors.

Stockholders  of the Company have no  pre-emptive  rights to acquire  additional
shares of common stock or other  securities.  The common stock is not subject to
redemption rights and carries no subscription or conversion  rights.  All shares
of the common stock now outstanding are fully paid and non-assessable.

          No Outstanding Options, Warrants or Calls

          -----------------------------------------

There are no  outstanding  options,  warrants  or calls to  purchase  any of the
authorized securities of the Company.

          No Provisions Limiting Change of Control

          ----------------------------------------

There is no provision in the Company's  Articles of Incorporation or Bylaws that
would delay, defer, or prevent a change in control of the Company.


<PAGE>

PART II.


Item 1.   Market Price of and Dividends on the Registrant's
          Common Equity and Related Stockholder Matters.
          -------------------------------------------------

Related Market Information.
---------------------------

There has never been any established  "public market" for shares of common stock
of the Company.  The Company intends to submit for quotation of its common stock
on the OTC Bulletin Board of the NASD;  however,  management does not expect any
public market to develop unless and until the Company  completes an acquisition,
reorganization  or merger.  In any  event,  no  assurance  can be given that any
market for the Company's common stock will develop or be maintained. If a public
market ever develops in the future,  the sale of "unregistered" and "restricted"
shares of common  stock  pursuant  to Rule 144 of the  Commission  by members of
management may have a substantial adverse impact on any such public market.

Holders.
--------

The number of record  holders of the  Company's  common  stock as of the date of
this Registration Statement is approximately 410.

Dividends.
----------

The Company  has not  declared  any cash  dividends  with  respect to its common
stock, and does not intend to declare dividends in the foreseeable  future.  The
future dividend policy of the Company cannot be ascertained  with any certainty,
and if and  until the  Company  completes  any  acquisition,  reorganization  or
merger,  no such policy will be formulated.  There are no material  restrictions
limiting, or that are likely to limit, the Company's ability to pay dividends on
its securities.

Item 2. Legal Proceedings.
--------------------------

The Company is not a party to any pending legal proceeding.  To the knowledge of
management,  no  federal,  state  or  local  governmental  agency  is  presently
contemplating any proceeding against the Company. No director, executive officer
or affiliate of the Company or owner of record or beneficially of more than five
percent of the Company's common stock is a party adverse to the Company or has a
material interest adverse to the Company in any proceeding.

Item 3.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------

          None; not applicable.

Item 4.  Recent Sales of Unregistered Securities.
-------------------------------------------------

On September 28, 1999,  the Company  issued 18,000  shares of  "restricted"  and
"unregistered"  common  stock  to  each  of  the  Company's  three  officers  in
compensation for services to the Company.

On September 28, 1999, the Company also issued 5,640 shares of "restricted"  and
"unregistered" common stock to Jenson Services,  Inc. in compensation for $1,410
of expenses incurred on behalf Company.

On October 5, 1999,  the  Company  issued  702,000  shares of  "restricted"  and
"unregistered"  common stock to Outback  Capital,  Inc.,  for $7,020 of expenses
incurred on behalf of the Company.

On October 5, 1999,  the  Company  issued  546,000  shares of  "restricted"  and
"unregistered"  common stock to Camisado Ventures,  Ltd., for $5,460 of expenses
incurred on behalf of the Company.

On October 5, 1999,  the  Company  issued  702,000  shares of  "restricted"  and
"unregistered"  common stock to New York New York,  Ltd., for $7,020 of expenses
incurred on behalf of the Company.

On November 15, 1999,  the Company issued  250,000  shares of  "restricted"  and
"unregistered"  common  stock to Jenson  Services,  Inc.,  for $250 of  expenses
incurred on behalf of the Company.

There have been no other sales of the Company's  unregistered  securities in the
past five years.

ITEM 5.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
---------------------------------------------------

Section  78.751(1) of the Nevada Revised  Statutes  ("NRS")  authorizes a Nevada
corporation to indemnify any director,  officer,  employee,  or corporate  agent
"who was or is a party or is  threatened  to be made a party to any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative  or  investigative,  except  an  action by or in the right of the
corporation" due to his or her corporate role.  

Section  78.751(1)  extends  this  protection   "against   expenses,   including
attorneys' fees,  judgments,  fines and amounts paid in settlement  actually and
reasonably  incurred by him in connection with the action, suit or proceeding if
he acted in good faith and in a manner which he reasonably  believed to be in or
not opposed to the best interests of the  corporation,  and, with respect to any
criminal  action or proceeding,  had no reasonable  cause to believe his conduct
was unlawful."  

Section 78.751(2) of the NRS also authorizes  indemnification  of the reasonable
defense or settlement  expenses of a corporate  director,  officer,  employee or
agent  who is sued,  or is  threatened  with a suit,  by or in the  right of the
corporation.  The  party  must  have  been  acting  in good  faith  and with the
reasonable  belief that his or her actions were not opposed to the corporation's
best interests. 

Unless the court rules that the party is reasonably entitled to indemnification,
the  party  seeking  indemnification  must not have  been  found  liable  to the
corporation.  To the extent that a corporate  director,  officer,  employee,  or
agent is  successful  on the  merits or  otherwise  in  defending  any action or
proceeding  referred to in Section 78.751(1) or 78.751(2),  Section 78.751(3) of
the NRS requires  that he or she be  indemnified  "against  expenses,  including
attorneys" fees,  actually and reasonably incurred by him in connection with the
defense."  

Section 78.751(4) of the NRS limits indemnification under Sections 78.751(1) and
78.751(2) to situations in which either (i) the stockholders;  (ii) the majority
of a  disinterested  quorum of  directors;  or (iii)  independent  legal counsel
determine that  indemnification is proper under the  circumstances.  Pursuant to
Section  78.751(5)  of the NRS,  the  corporation  may advance an  officer's  or
director's  expenses incurred in defending any action or proceeding upon receipt
of  an   undertaking.   

Section 78.751(6)(a) provides that the rights to indemnification and advancement
of expenses  shall not be deemed  exclusive of any other rights under any bylaw,
agreement,   stockholder  vote  or  vote  of  disinterested  directors.  Section
78.751(6) extends the rights to  indemnification  and advancement of expenses to
former  directors,  officers,  employees  and  agents,  as well as their  heirs,
executors,  and  administrators.  Regardless  of  whether a  director,  officer,
employee  or agent  has the  right  to  indemnity,  Section  78.752  allows  the
corporation  to purchase  and maintain  insurance  on his or her behalf  against
liability  resulting from his or her corporate role.

Article VIII of the Company's Bylaws provides for the mandatory  indemnification
and  reimbursement of any director or executive officer for actions or omissions
in such capacity, except for claims or liabilities arising out of his or her own
negligence or willful misconduct.



<PAGE>

                                 Part F/S

                          Index to Financial Statements

                  Report of Certified Public Accountants

Financial Statements

--------------------

     Financial Statements
     December 31, 1999 (audited)
     ------------------------

     Independent Auditors' Report

     Balance Sheet

     Statement of Operations

     Statement of Stockholders' Equity

     Statement of Cash Flows

     Notes to the Financial Statements


     Unaudited Financial Statements for
     the period June 30, 2000
     -------------------------

     Balance Sheet

     Statement of Operations

     Statement of Cash Flows


<PAGE>


                             Kentex Petroleum, Inc.
                          [A Development Stage Company]
              Financial Statements and Independent Auditors' Report
                                December 31, 1999


<PAGE>

                             Kentex Petroleum, Inc.
                          [A Development Stage Company]
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                            Page

<S>                                                                          <C>
Independent Auditors' Report                                                  1

Balance Sheet -- December 31, 1999                                            2

Statements of Operations for the period from Reactivation [May 8, 1999]
 through December 31, 1999                                                    3

Statements of  Stockholders'  Deficit for the period from  Reactivation  [May 8,
1999] through December 31, 1999                                               4

Statements of Cash Flows for the period from Reactivation [May 8, 1999] through              
December 31, 1999                                                             5

Notes to Financial Statements                                            6 -- 8
</TABLE>



<PAGE>


                          INDEPENDENT AUDITORS' REPORT


The Board of Directors and Shareholders
Kentex Petroleum, Inc.[a development stage company]


We have audited the  accompanying  balance  sheet of Kentex  Petroleum,  Inc. [a
development  stage company] as of December 31, 1999, and the related  statements
of  operations,  stockholders'  deficit,  and cash  flows  for the  period  from
Reactivation [May 8, 1999] through December 31, 1999. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
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 includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Kentex  Petroleum,  Inc. [a
development  stage  company]  as of  December  31,  1999,  and  the  results  of
operations  and cash flows for the period ended  December 31, 1999 and 1998,  in
conformity with generally accepted accounting principles.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
consolidated  financial  statements,  the  Company has  accumulated  losses from
operations,  no  assets,  and  a  net  working  capital  deficiency  that  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 2. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


                                                           /S/MANTYLA MCREYNOLDS
                                                           Mantyla McReynolds

Salt Lake City, Utah
January 10, 2000



<PAGE>

<TABLE>
<CAPTION>

                                     Kentex Petroleum, Inc.
                                  [A Development Stage Company]
                                          Balance Sheet
                                        December 31, 1999


                                             ASSETS


<S>                                                                            <C>              <C>
Assets                                                                         $               -0-
                                                                                 ------------------
                       Total Assets                                            $               -0-
                                                                                 ==================



                              LIABILITIES AND STOCKHOLDERS' DEFICIT



Liabilities:                                                                      
  Current Liabilities:
  Accounts Payable                                                             $               -0-
                                                                                 ------------------
                     Total Liabilities                                                         -0-

 
Stockholders' Deficit:
  Capital Stock -- 100,000,000 shares authorized having a
   par value of $.001 per share; 2,301,333 shares issued
   and outstanding - NOTE 4                                                                  2,301
  Additional Paid-in Capital                                                             2,073,859
  Accumulated Deficit                                                                   (2,076,160)
                                                                                 ------------------
                Total Stockholders' Deficit                                                    -0-
                                                                                 ------------------
        Total Liabilities and Stockholders' Deficit                            $               -0-
                                                                                 ==================


                         See accompanying notes to financial statements.




</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                             Kentex Petroleum, Inc.
                          [A Development Stage Company]
                            Statements of Operations
 For the Period Ended from Reactivation [May 8, 1999] through December 31, 1999


                                                                                          
                                                                                             
                                                                                            
                                                      1999                
                                                 --------------      
<S>                                            <C>          <C>   
Revenues                                       $           -0-     

General & Administrative Expenses                       34,660               
                                                 --------------     

              Operating Loss                           (34,660)                
                                                                                           
                                                 --------------      
       Net Loss Before Income Taxes                    (34,660)              

Current Year Provision for Income Taxes                    -0-                 
                                                 --------------   

Net Loss                                       $       (34,660)    
                                                 ==============  



Loss Per Share                                 $          (.01)    
                                                 ==============      

Weighted Average Shares Outstanding                  4,739,773       
                                                 ==============      





                         See accompanying notes to financial statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                             Kentex Petroleum, Inc.
                          [A Development Stage Company]
                       Statements of Stockholders' Deficit
    For the Period from Reactivation [May 8, 1999] through December 31, 1999


                                                                   Additional                               Net
                                    Common           Common         Paid-in          Accumulated       Stockholders'
                                    Shares           Stock          Capital            Deficit            Deficit
                                 -------------     -----------    -------------      -------------     --------------- 
Balance, May 8, 1999
<S>                                <C>                 <C>           <C>              <C>                          <C>
(Reactivation)                     10,423,368          10,423        2,031,077        (2,041,500)                 -0-
Issued stock to shareholder
for debt, September 28, 1999        1,410,000           1,410                                                   1,410
Issued stock to Directors
for services, September 30,        13,500,000          13,500                                                  13,500
1999
Reverse split 1 for 250
shares, October 5, 1999          (25,232,035)        (25,232)           25,232                                    -0-
Issued post split shares for
expenses, October 5, 1999           1,950,000           1,950           17,550                                 19,500
Issued post-split shares for
expenses, November 15, 1999           250,000             250                                                     250
Net loss for the Year Ended
 December 31, 1999                                                                       (34,660)            (34,660)
                                 -------------     -----------    -------------      -------------     ---------------
Balance, December 31, 1999          2,301,333  $        2,301  $     2,073,859  $     (2,076,160)  $                0
                                 =============     ===========    =============      =============     ===============
















                 See accompanying notes to financial statements.


</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                             Kentex Petroleum, Inc.
                          [A Development Stage Company]
                            Statements of Cash Flows
 For the Period from Reactivation [May 8, 1999] through December 31, 1999

                                                                                         
                                                            1999                 
Cash Flows Provided by/(Used for) Operating Activities
<S>                                                  <C>                      
Net Loss                                             $      (34,660)   
Adjustments to reconcile net income to net cash provided by
 operating activities:
     Stock issued for services/expenses                      34,660                           
                                                         -----------     
       Net Cash Used for Operating Activities                   -0-           

           Net Increase/(Decrease) in Cash                      -0-          

Beginning Cash Balance                                          -0-            
                                                         -----------  

Ending Cash Balance                                  $          -0- 

                                                         ===========     

Supplemental Disclosure of Cash Flow Information:
  Cash paid during the year for interest             $          -0-  
  Cash paid during the year for income taxes         $          -0-  
















                         See accompanying notes to financial statements.

</TABLE>


<PAGE>
                             Kentex Petroleum, Inc.
                          [A Development Stage Company]
                          Notes to Financial Statements
                                December 31, 1999

NOTE 1   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 
               (a)Organization

               Kentex  Petroleum,  Inc.  was  originally  an oil and gas company
               incorporated  under the laws of the State of Nevada in  February,
               1983.  The Company  engaged in various  operations  through 1990.
               These  operating  activities  were  unsuccessful  and the Company
               became  dormant.  In May of 1999, the Company became active again
               as new directors and officers were elected. The Company is now in
               the   development   stage   as  it  is   seeking   new   business
               opportunities.

               The  financial  statements  of the Company have been  prepared in
               accordance with generally  accepted  accounting  principles.  The
               following summarizes the more significant of such policies:

               (b) Income Taxes

               The Company has adopted the  provisions of Statement of Financial
               Accounting  Standards  No. 109 [the  Statement],  Accounting  for
               Income  Taxes.  The  Statement  requires  an asset and  liability
               approach for financial accounting and reporting for income taxes,
               and the  recognition of deferred tax assets and  liabilities  for
               the temporary  differences  between the financial reporting bases
               and tax bases of the Company's  assets and liabilities at enacted
               tax rates expected to be in effect when such amounts are realized
               or settled.  Prior years' consolidated  financial statements have
               not been restated to apply the provisions of the  Statement.  The
               cumulative  effect of this change in accounting  for income taxes
               as of  December  31,  1999 is $0 due to the  valuation  allowance
               established as described in Note 3.

               (c) Net Loss Per Common Share

               Loss per common share is based on the weighted-average  number of
               shares  outstanding.  Diluted  loss per share is  computed  using
               weighted  average  number of common shares plus  dilutive  common
               share  equivalents   outstanding  during  the  period  using  the
               treasury  stock  method.  There are no common  stock  equivalents
               outstanding,  thus, basic and diluted loss per share calculations
               are the same.

               (d) Statement of Cash Flows

               For  purposes  of the  statements  of  cash  flows,  the  Company
               considers cash on deposit in the bank to be cash. The Company had
               $0 cash at December 31, 1999.


<PAGE>
                             Kentex Petroleum, Inc.
                          [A Development Stage Company]
                          Notes to Financial Statements
                                December 31, 1999
                                   [Continued]

NOTE 1   ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [continued]

               (e) Use of Estimates in Preparation of Financial Statements

               The  preparation  of  financial  statements  in  conformity  with
               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  reporting
               period. Actual results could differ from those estimates.
                            
NOTE 2   LIQUIDITY/GOING CONCERN

               The Company has  accumulated  losses since  Reactivation  through
               December 31, 1999 amounting to $34,660,  has no assets, and has a
               net working  capital  deficiency  at  December  31,  1999.  These
               factors raise  substantial  doubt about the Company's  ability to
               continue as a going concern.

               Management  plans  include  finding  a  well-capitalized   merger
               candidate  to  recommence  its   operations.   The   consolidated
               financial  statements  do not any  adjustments  that might result
               from the outcome of this uncertainty.

NOTE 3   INCOME TAXES

               Below is a summary  of  deferred  tax asset  calculations  on net
               operating loss carry forward amounts.  Loss carry forward amounts
               expire at various times  through  2014. A valuation  allowance is
               provided when it is more likely than not that some portion of the
               deferred tax asset will not be realized.

                                                      NOL Balance
Description                                             Tax             Rate
--------------------------------- ---------------- -------------- --------------
Federal Income Tax                        $34,660         $5,199        15%
State Income Tax                              -0-            -0-        -0-
Valuation allowance                                       (5,199)
                                                                     -----------
                          Deferred tax asset 12/31/99                   $0

<PAGE>
                             Kentex Petroleum, Inc.
                          [A Development Stage Company]
                          Notes to Financial Statements
                                December 31, 1999
                                   [Continued]

NOTE 4   COMMON STOCK/RELATED PARTY TRANSACTION

The Company has issued shares of common stock during the year as compensation or
as  reimbursement  for expenses  paid on behalf of the Company.  The table below
summarizes the various transactions.

Purpose for Issuance      Recipient                         Number of Shares
------------------------  ------------    ----------------- -----------------
Reimbursed expenses       Shareholder            Pre-split         1,410,000
Compensation/services     Directors              Pre-split        13,500,000
Reimbursed expenses       Consultant /
                          Shareholder            Post-split        2,200,000
                                                             -----------------
                                                                  17,110,000
                                                             =================
                             

               On October 5, 1999,  the Company  resolved  to reverse  split the
               then outstanding  25,333,368  shares of common stock on the basis
               of 1 for 250. With the reverse  split,  the Company  retained the
               current  authorized  capital  and  par  value,  with  appropriate
               adjustments in the stated capital and capital  surplus  accounts.
               However,  the split provided that no stockholder of record owning
               100 shares or more, computed on a per stock certificate basis, on
               the effective  date should be reduced to less than 100 shares and
               no stockholder  owning less than 100 shares on the effective date
               would be affected by the reverse split;  additional  shares would
               be issued by the Company to provide  the minimum 100 shares,  all
               fractional shares to be rounded up to the nearest whole share.




<PAGE>

<TABLE>
<CAPTION>

                             Kentex Petroleum, Inc.
                                 BALANCE SHEETS
                                 June 30, 2000

                                                                           06/30/2000
                                                                        -----------------
                                                                          [Unaudited]
                                                    ASSETS

<S>                                                                   <C>               
Assets                                                                $                0

                                                                        -----------------
           Total Assets                                               $                0
                                                                        =================

                                    LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
      Loans from stockholders                                         $            4,257
      Accounts Payable                                                                 0
      Income Taxes Payable                                                             0
                                                                        -----------------
           Total Current Liabilities                                               4,257

           Total Liabilities                                                       4,257
                                                                        -----------------

Stockholders' Deficit:
      Common Stock, $.001 par value;
           authorized 100,000,000 shares; issued and
           outstanding, 2,301,333  shares                                          2,301
      Paid-in Capital                                                          2,073,859
      Accumulated Deficit                                                     (2,080,417)
                                                                        -----------------
           Total Stockholders' Deficit                                            (4,257)

                                                                        -----------------
           Total Liabilities and Stockholders' Deficit                $                0
                                                                        =================

NOTE  TO  FINANCIAL   STATEMENTS:   Interim  financial  statements  reflect  all
adjustments  which  are,  in the  opinion  of  management,  necessary  to a fair
statement  of the results for the periods.  The June 30, 2000 balance  sheet has
been derived from the audited  financial  statements.  These  interim  financial
statements  conform with the requirements for interim  financial  statements and
consequently do not include all the disclosures  normally  required by generally
accepted accounting principles.


</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                             Kentex Petroleum, Inc.
                            STATEMENTS OF OPERATIONS
                 For the Three Month Period Ended June 30, 2000

                                                              Three Months
                                                                  Ended
                                                      06/30/2000
                                                    ----------------
                                                      [Unaudited]
REVENUE
<S>                                               <C>              
     Income                                       $               0
                                                    ----------------
NET REVENUE                                                       0

Operating Expenses
     Office Expenses                                            196
     Professional Fees                                          943
                                                    ----------------
Total Operating Expenses                                      1,139

                                                    ----------------
Net Income Before Taxes                           $          (1,139)
                                                    ================

Income/Franchise taxes                                            0

Net loss                                                     (1,139)

Loss Per Share                                    $           (0.01)
                                                    ================

Weighted Average Shares Outstanding                       2,301,333
                                                    ================

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                Kentex Petroleum, Inc.
                               Statements of Cash Flows
                   for the Three Month Period Ended June 30, 2000

                                                       Three Months   
                                                           Ended      
                                                        06/30/2000
                                                       --------------
                                                        [Unaudited]

Cash Flows Used For Operating Activities
---------------------------------------------------
<S>                                                  <C>               
  Net Loss                                           $        (1,139)  
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Shares issued for forgiveness of debt                          0
    Increase/(Decrease) in loans from shareholder              1,139
                                                       --------------
      Net Cash Used For Operating Activities                       0
                                                       ==============

Cash Flows Provided by Financing Activities                        0
-------------------------------------------------------

      Net Increase In Cash                                         0

      Beginning Cash Balance                                       0

      Ending Cash Balance                          $               0 
                                                       --------------
</TABLE>


<PAGE>



                             PART III

Item 1.  Index to Exhibits.
---------------------------

     The following exhibits are filed as a part of this Registration Statement:

Exhibit
Number      Description*
------      ------------


 3.1        Articles of Incorporation

 3.3        Plan and Articles of Merger

 3.3(i)     Certificate of Amendment of the Articles of Incorporation

 3.3(ii)    Certificate of Amendment of the Articles of Incorporation

 3.2        Bylaws

 27         Financial Data Schedule

     * Summaries of all exhibits  contained within this  Registration  Statement
     are modified in their entirety by reference to these Exhibits.

<PAGE>

                              SIGNATURES

          In accordance with Section 12 of the Securities  Exchange Act of 1934,
the Registrant has caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                             KENTEX PETROLEUM, INC.

Date: 7/6/00                                 By:/S/JAMES DOOLIN
     ----------                              ------------------------
                                             James Doolin, Director
                                             and President

Date: 7/6/00                                 By:/S/LUKE BRADLEY
     ----------                              ------------------------
                                             Luke Bradley, Director
                                             and Vice President


<PAGE>

EX-3.1

                            ARTICLES OF INCORPORATION
                                       OF
                             KENTEX PETROLEUM, INC.

We,  the  persons  hereinafter  named  as  incorporators,  for  the  purpose  of
associating to establish a corporation,  under the provisions and subject to the
requirements  of Title 7, Chapter 78 of Nevada  Revised  Statutes,  and the acts
amendatory  thereof,  and  hereinafter  sometimes  referred  to as  the  General
Corporation  Law of the State of Nevada,  do hereby adopt and make the following
Articles of Incorporation:

FIRST: The name of the corporation (hereinafter called the corporation) is

                         KENTEX PETROLEUM, INCORPORATED

SECOND: The principal office of the corporation within the State of Nevada is to
be  located at  Crowell  Building,  c/o The  Prentice-Hall  Corporation  System,
Nevada, Inc., 402 North Carson Street, Carson City, Nevada 89701.

THIRD:  The nature of the  business  of the  corporation  and the objects or the
purposes  to be  transacted,  promoted or carried on are to engage in any lawful
activity.

FOURTH:  The amount of the total authorized  capital stock of the corporation is
twenty-five  Thousand dollars  ($25,000.00),  consisting of twenty-five Thousand
shares of a par value of one dollar  ($1.00) each. All of said shares are of one
class and are designated as Common Stock.

Each share of stock of the  corporation  shall  entitle the holder  thereof to a
preemptive  right, for a period of thirty days, to subscribe for,  purchase,  or
otherwise  acquire any shares of stock of the same class of the  corporation  or
any equity and/or voting shares of stock of any class of the  corporation  which
the corporation proposes to issue or any rights or options which the corporation
proposes  to grant for the  purchase of shares of stock of the same class of the
corporation  or of  equity  and/or  voting  shares  of any class of stock of the
corporation or for the purchase of any shares of stock,  bonds,  securities,  or
obligations of the corporation  which are convertible into or exchangeable  for,
or which carry any rights,  to subscribe  for,  purchase,  or otherwise  acquire
shares of stock of the same class of the  Corporation  or equity  and/or  voting
shares  of  stock of any  class of the  corporation,  whether  now or  hereafter
authorized or created,  whether having unissued or treasury status,  and whether
the proposed issue,  reissue,  transfer,  or grant is for cash, property, or any
other lawful  consideration;  and after the  expiration of said thirty days, any
and  all of  such  shares  of  stock,  rights,  options,  bonds,  securities  or
obligations of the corporation may be issued, reissued,  transferred, or granted
by the  Board  of  Directors,  as the  case  may  be,  to such  persons.  firms,
corporations and associations,  and for such lawful  consideration,  and on such
terms,  as the Board of  Directors  in its  discretion  may  determine.  As used
herein, the terms 'equity shares" and 'voting shares' shall mean,  respectively,
shares of stock which confer unlimited dividend rights and shares of stock which
confer unlimited voting rights in the election of one or more directors.

     Any shareholder may cumulate his votes at the election of directors.

     FIFTH:  The governing board of the corporation  shall be styled as a "Board
of Directors", and any member of said Board shall be styled as a"Director."

     The number of members  constituting  the first  Board of  Directors  of the
corporation  is Three:  and the name and the post office address of each of said
members are as follows:

                NAME                        ADDRESS

                A.H. Wetzel, Jr.            1442 Irvine Boulevard, STE. 120
                                            Tustin, CA

                Ray C. Wetzel               32811 Shipside Drive
                                            Dana Point, CA

                Norma Etchie                1442 Irving Boulevard, STE, 120
                                            Tustin, CA


The number of directors of the  corporation may be increased or decreased in the
manner  provided in the Bylaws of the  corporation;  provided,  that no decrease
shall be to a number less than that  permitted  by law.  In the interim  between
annual and special  meetings  of  stockholders  entitled to vote all  vacancies,
including  vacancies  caused  by an  increase  in the  number of  directors  and
including  vacancies resulting from the removal of directors by the stockholders
entitled to vote which are not filled by said stockholders, may be filled by the
remaining directors, though less than a quorum.

SIXTH:  No shares of  capital  stock of the  corporation  and no shares of stock
without  par  value of the  corporation,  as the case may be,  shall,  after the
amount  of the  subscription  price  has been paid or after the par value of any
shares of stock with par value which the  corporation may be authorized to issue
has been paid and/or after the consideration fixed by the Board of Directors for
any shares of stock without par value which the corporation may be authorized to
issue  has  been  paid,  be  subject  to  assessment  to pay  the  debts  of the
corporation.  Any paid-up shares of stock of the  corporation  and any shares of
stock of the corporation issued as fully paid-up,  whether with par value and/or
without par value shall not be  assessable or assessed in any manner and for any
cause.

SEVENTH:  The name and the post office address of the incorporator signing these
Articles of Incorporation are as follows:

                NAME                                   ADDRESS

                Marion R. Diamond             5225 Wilshire Boulevard, Ste. 1000
                                              Los Angeles, CA 90036

EIGHTH: The corporation shall have perpetual existence.

NINTH:  The  holders of a  majority  of the  outstanding  shares of stock of the
voting  power shall  constitute  a quorum at a meeting of  stockholders  for the
transaction  of any business  unless the action to be taken at the meeting shall
require a greater proportion.

In  furtherance  and not in limitation of the powers  conferred by statute,  the
Board of Directors is expressly  authorized  to fix the amount to be reserved as
working capital over and above its paid-in capital stock, to authorize and cause
to be executed,  mortgages and liens upon the real and personal  property of the
corporation.

TENTH:  The corporation  shall,  to the fullest extent  permitted by the General
Corporation  Law of Nevada,  indemnify  any and all  persons  whom it shall have
power to  indemnify  under said law from and against any and all of the expenses
liabilities  or other  matters  referred  to in or covered by said Law,  and the
indemnification  provided for herein shall not be deemed  exclusive of any other
rights to which those  indemnified may be entitled under any By-law,  agreement.
vote of stockholders or disinterested directors or otherwise,  both as to action
in his official capacity aid is to action in another capacity while holding such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee, or agent and shall inure the benefit of the heirs, executors
and  administrators of such a person.  The corporation may purchase and maintain
insurance on behalf of any such person  against any liability  asserted  against
him send incurred by him in any such  capacity,  or arising out of his status an
much,  whether  or not the  corporation  would have the power to  indemnify  him
against such liability.

ELEVENTH:  The corporation  reserves the right to amend, alter, change or repeal
any provision  contained in these Articles of Incorporation in the manner new or
hereafter  prescribed by statute,  and all rights  conferred  upon  stockholders
herein are granted subject to this reservation.

TWELVE:  Meetings of stockholders  may be held outside the State o Nevada if the
by-laws so provide.  The books of the  corporation  may be kept  (subject to any
provision  contained in the statutes)  outside the State of Nevada at such place
r)r places as may be  designated  from time to time by the board of directors or
in the by-laws of the corporation.

IN WITNESS  WHEREOF,  the  undersigned  does hereby  execute  these  Articles of
incorporation on February 9, 1983.


                                                     /S/ MARION R. DIAMOND


STATE OF CALIFORNIA
                          ) SS.:
COUNTY OF LOS ANGELES

On this 9th day of  February,  1983,  personally  appeared  before  me, a Notary
Public in and for the State and County aforesaid,  MARION R. DIAMOND known to me
to be the  person  described  in and who  executed  the  foregoing  Articles  of
incorporation  and who  acknowledged to me that she executed the same freely and
voluntarily and for the uses and purposes therein mentioned.

WITNESS my hand and official seal, the day and year first above written.


                                                      /S/ NOTARY PUBLIC


                           PLAN AND ARTICLES OF MERGER

THIS PLAN and these Articles of Merger are hereby adopted by Aqua Tube,  Inc., a
Utah corporation,  (hereinafter  "Aqua"); and Kentex Petroleum  Incorporated,  a
Nevada  corporation,  (hereinafter  "Kentex").  This Plan and these  Articles of
Merger are  adopted  pursuant  to Section  78.486,  Nevada  Revised  Statutes as
amended; and Section 16-10-72, Utah Code Annotated, 1953, as amended, subject to
and pursuant to all of the terms and conditions as set forth herein.

                           I. PARTIES TO THE AGREEMENT

The  parties  to  the  Agreement  are  those  corporations  referred  to in  the
introductory  paragraph  hereof.  Aqua owns 100% of the issued  and  outstanding
common stock of Kentex.

Aqua is to be merged into Kentex; and Kentex (a Nevada corporation) shall be and
is hereinafter designated as the "Surviving Corporation".


                       II. TERMS AND CONDITIONS OF MERGER

The merger shall be deemed effective when this Plan and these Articles have been
delivered  to the  Secretary  of State for the State of Nevada  and the State of
Utah and have been stamped "filed".

The laws which are to govern the terms of this merger are the laws of Nevada and
the laws of Utah. The Surviving Corporation shall a Nevada corporation and shall
be governed by the laws of Nevada and shall be  continued  to be governed by its
existing Articles of Incorporation.

Upon the effective date of this merger, the following results shall incur:

1. The two corporations  which are parties to this Plan of Merger shall become a
single  corporation,  which shall be the  Surviving  Corporation,  namely Kentex
Petroleum Incorporated, a Nevada corporation, as provided for herein.

2. The separate  existence of all corporations which are parties to this Plan of
Merger except the Surviving Corporation. shall cease.

3. Such  Surviving  Corporation  as  designated  herein  shall have the  rights.
privileges,  immunities  and  powers  and shall be  subject  to all  duties  and
obligations of the Corporation  organized under the Nevada Business  Corporation
Act.

4.  The  Surviving  Corporation  shall,  upon  the  effective  date  hereof  and
thereafter, possess all of the rights, privileges,  immunities and franchises as
well of a public and as of a private nature of each of the merged  corporations;
all property,  real,  personal and mixed, and all debts due on whatever account,
including  subscriptions  to shares,  and all other choses in action and all and
every other  interest,  of or belonging to or due to each of the  corporation so
merged,  shall be taken  and  deemed  to be  transferred  and  invested  in such
Surviving  Corporation  without  further act or deed;  and the title to any real
estate  or  other  property  or an  interest  therein,  vested  in any  of  such
corporations  shall not revert to any other  party or be in any way  impaired by
reason of such merger but shall vest in the Surviving Corporation.

5. The Surviving  Corporation shall henceforth be responsible and liable for all
of the  liabilities  and  obligations  And debts of each of the  corporations so
merger;  and any claim to existing or action or proceeding pending by or against
any of such corporations may be prosecuted as if such merger had not taken place
or such Surviving  Corporation  may be substituted in the place of any submerged
corporation.  Neither the rights of creditors nor any liens upon the property of
any merged corporation shall be impaired by the terms of this merger.

                            III. OWNERSHIP OF SHARES

Kentex is a Nevada  corporation and is a wholly-owned  subsidiary of Aqua and it
has issued and outstanding  25,000 shares of common stock all of which are owned
by Aqua.

Aqua is a Utah  corporation and as of February 7, 1983, had 9,600,000  shares of
common stock issued and outstanding.

In the merger,  Kentex shall issue 9,600,000  shares of its common stock (or the
equivalent thereof as adjusted to reflect  recapitalization) to the stockholders
of Aqua.  All issued  and  outstanding  shares of common  stock of Aqua shall be
cancelled in the merger along with the 25,000 shares of Kentex presently held by
Aqua.

                            IV. DIRECTORS RESOLUTION

The board of Directors  of Aqua and Kentex,  each,  pursuant to a duly  convened
meeting held on January 26. 1983, held at 311 South State,  Salt Lake City. Utah
84111,  and upon motion duly made seconded,  and carried,  did duly and lawfully
adopt the following resolution:

RESOLVED,  that the  officers  of the  Corporation  are  hereby  authorized  and
directed to execute and adopt a Plan and  Articles of Merger to  accomplish  all
other  acts  necessary  to  consummate  the merger of Aqua  Tube,  Inc.,  a Utah
corporation.  into  Kentex  Petroleum  Incorporated.  wherein  Kentex  Petroleum
Incorporated,  a Nevada corporation. is the Surviving Corporation. The terms and
Articles  of Merger  shall  provide  for the pro rata  issuance  of stock of the
Surviving  Corporation  to the  holders  of stock of the parent  corporation  as
described  in the Plan  and  Articles  of  Merger  under  the  Article  entitled
"Ownership of Shares".

This Plan and these Articles of Merger were duly approved by the shareholders of
Aqua at a meeting held on February 7, 1983. in Salt Lake City,  Utah,  after due
notice of the purpose of the meeting was mailed to each of the  stockholders  of
the Corporation at said stockholder's address as they appeared on the records of
the  Corporation.  The Plan and  Articles  of  Merger  were duly  approved  by a
majority of the  outstanding  shares of the common stock of Aqua.  The number of
shares voting in favor of said proposal being 6,209,600 and the number of shares
voted  against the proposal to merge being none. A copy of the Plan and Articles
of Merger was mail-?d or hand  delivered  to each  shareholder  of record of the
subsidiary  corporation,  Kentex.  Such delivery was  accomplished on January 6.
1983.

                     AMENDMENT TO ARTICLES OF INCORPORATION

The  Articles  of  Incorporation  of Kentex  Petroleum  Incorporated  are hereby
amended as follows:  FOURTH: The amount of the total authorized capital stock of
the  corporation,  is One Hundred  Thousand  Dollars  ($100,000)  consisting  of
100,000,000  shares of common  voting stock at the par value of $.001 per share.
Said  shares  shall be  fully-paid  and  nonassessable,  shall not be subject to
pre-emptive rights or cumulative voting.

                                  VI SIGNATURES

This Plan and  these  Articles  of Merger  were duly  adopted  and  executed  in
duplicate by the President and Secretary of the Surviving  Corporation  and each
of the  corporations  which  were  parties  hereto  effective  this  17th day of
February. 1983.

                Attest:                          AQUA TUBE.  INC.

                  /S/ SECRETARY                               /S/ PRESIDENT

                Attest:

                  /S/ SECRETARY                               /S/ PRESIDENT


STATE OF                    )
                            )SS.
COUNTY OF                   )

On the 17TH day of February,  1983.  personally appeared before Me the President
and Secretary of Aqua Tube, Inc. and Kentex Petroleum Incorporated,  the signers
of the above instrument who duly  acknowledged to me that they executed the same
on behalf of said corporations pursuant to duly adopted director's resolutions.

                                                       /S/ NOTARY PUBLIC

                                  VERIFICATION

The undersigned.  after being duly sworn,  does hereby depose and state, that he
is the Secretary of Aqua Tube,  Inc., a Utah  corporation.  and Kentex Petroleum
Incorporated,  a Nevada corporation, and that he has read the foregoing Plan and
Articles of Merger and knows the contents thereof,  and does hereby certify that
this Plan and these Articles of Merger contain a truthful  statement of the Plan
and Articles of Merger as duly adopted by the Directors and  Stockholders of the
corporations.

                                                        /S/ RAY WETZEL

                            CERTIFICATES OF AMENDMENT
                        OF THE ARTICLES OF INCORPORATION
                            OF KENTEX PETROLEUM, INC.

The undersigned, A. H. Wetzel, Jr. and Raymond A. Lee, certify that

1.They  are the  President  and  Assistant  Secretary,  respectively,  of Kentex
Petroleum, Incorporated, a Nevada Corporation.

2.Article  Four of the  Articles of  Incorporation  of this  Corporation,  which
reads,  "The amount of the total authorized  capital stock of the corporation is
twenty-five  Thousand dollars  ($25,000.00),  consisting of twenty-five Thousand
shares of a par value of One dollar  ($1.00) each. All of said shares are of one
class and are designated as Common Stock.

Each share of stock of the  corporation  shall  entitle the holder  thereof to a
preemptive  right, for a period of thirty days, to subscribe for,  purchase,  or
otherwise  acquire any shares of stock of the same class of the  corporation  or
any equity and/or voting shares of stock of any class of the  corporation  which
the corporation proposes to Issue or any rights or options which the corporation
proposes  to grant for the  purchase of shares of stock of the same class of the
corporation  or of  equity  and/or  voting  shares  of any class of stock of the
corporation  or of  equity  and/or  voting  shares  of any class of stock of the
corporation or for the purchase of any shares of stock,  bonds,  securities,  or
obligations of the corporation  which are convertible Into or exchangeable  for,
or which carry any rights.  to subscribe  for,  purchase,  or otherwise  acquire
shares of stock:  of the same class of the  corporation  or equity and/or voting
shares  of  stock of any  class of the  corporation,  whether  now or  hereafter
authorized or created,  whether having unissued or treasury status,  and whether
the proposed issue,  reissue,  transfer,  or grant Is for cash, property, or any
other lawful  consideration;  and after the  expiration of said thirty days, any
and  all of  such  shares  of  stock,  rights,  options,  bonds,  securities  or
obligations of the corporation may be issued, reissued,  transferred, or granted
by the  Board  of  Directors,  as the  case  may  be,  to such  persons,  firms,
corporations and associations,  and for such lawful  consideration,  and on such
terms,  as the Board of  Directors  in Its  discretion  may  determine.  As used
herein, the terms "equity shares" and "voting shares" shall mean,  respectively,
shares of stock which confer unlimited dividend rights and shares of stock which
confer unlimited voting rights in the election of one or more directors.

Any shareholder may cumulate his votes at the election of directors.

Is amended to read as follows:

The  amount  of  the  total  authorized  capital  stock  of the  corporation  Is
twenty-five  Thousand Dollars  ($25,000-00),  consisting of twenty-five Thousand
shares of a par value of One dollar  ($1.00) each. All of said shares are of one
class and are designated as Common Stock.

Any shareholder may cumulate his votes at the election of directors.

3.The foregoing Amendment of Articles of Incorporation has been duty approved by
the Board of Directors.

4.The foregoing Amendment of Articles of Incorporation has been duly approved by
the required  vote of  shareholders  In  accordance  with Section  78.390 of the
Nevada Corporation Laws.

The total number of  outstanding  shares of the  corporation  Is 9,970,000.  The
number of shares voting in favor of the  amendment  equaled or exceeded the vote
required.  The percentage  vote required  constituted a majority vote of all the
outstanding shares of the corporation.

                                                      /S/ A. H. WETZEL

                                                     /S/ RAYMOND A. LEE

The  undersigned  declare under penalty of perjury that the matters set forth in
the foregoing Certificate are true of their own knowledge.

Executed at Newport Beach, California, on this 27th day of March, 1984.

                                                    /S/ A. H. WETZEL

                                                    /S/ RAYMOND A. LEE


                            UNANIMOUS WRITTEN CONSENT OF
                             THE BOARD OF DIRECTORS OF
                          KENTEX PETROLEUM INCORPORATED

Pursuant to Section  78,315 (2) of the Nevada  Domestic and Foreign  Corporation
Laws, the undersigned  being all the members of the Board of Directors of Kentex
Petroleum  Incorporated (the "Company"),  a Nevada  Corporation hereby adopt the
following resolutions by unanimous written consent.

1. Registration of Shares

WHEREAS,  In the opinion of the Board of  Directors  it is desirable to register
the securities of the Company for sale in various states in an effort to build a
market for the Company's shares;

NOW, THEREFORE BE IT RESOLVED, that it is desirable and In the best interests of
the Company that it's  securities be qualified or registered for sale In various
states;  that  the  President  or any  Vice-President  and the  Secretary  or an
Assistant  Secretary  hereby are  authorized  to  determine  the states In which
appropriate  action  shall be taken to qualify or register  for sale all or such
part of the securities of this Company as said officers may deem advisable; that
said officers are hereby  authorized to perform on behalf of the Company any and
all such acts as they may deem  necessary  or  advisable in order to comply with
the applicable laws of any such states,  and in connection  therewith to execute
and file all  requisite  papers and  documents.  Including  but not  limited to,
applications,  reports,  surety bonds,  irrevocable consents and appointments of
attorneys for service of process; and the execution by such officers of any such
paper  or  document  or the  doing  by them of any act In  connection  with  the
foregoing matters shall  conclusively  establish their authority  therefore from
the Company and the approval and  modification  by the Company of the papers and
documents so executed In the action so taken; and

RESOLVED FURTHER, that such specific resolutions as may be required to have been
adopted by this Board of  Directors In  connection  with such  registration  and
qualification under such registration or qualifications  undertaken be, and they
hereby are  adopted,  and the  Secretary  of the  Company is hereby  directed to
Insert the text of such specific  resolutions In the minute book of this Company
following  the minutes of this  meeting and Is  authorized  to certify as to the
adoption at this meeting of any and all such resolutions.

2. Amendment of Articles of Incorporation

WHEREAS,  Article  Four of this  Company  now  reads  'The  amount  of the total
authorized  capital stock of the  corporation  Is twenty-five  Thousand  dollars
($25,000.00),  consisting of twenty-five  Thousand  shares of a par value of One
dollar  ($1.00) each.  All of said shares are of one class and are designated as
Common Stock.

Each share of stock of the  corporation  shall  entitle the holder  thereof to a
preemptive  right, for a period of thirty days, to subscribe for,  purchase,  or
otherwise  acquire any shares of stock of the same class of the  corporation  or
any equity and/or voting shares of stock of any class of the  corporation  which
the corporation proposes to Issue or any rights or options which the corporation
proposes  to grant for the  purchase of shares of stock of the same class of the
corporation  or of  equity  and/or  voting  shares  of any class of stock of the
corporation or for the purchase of any shares Of stock,  bonds,  securities,  or
obligations of the corporation  which are convertible into or exchangeable  for,
or which carry any rights,  to subscribe  for,  purchase,  or otherwise  acquire
shares of stock or the class of the  corporation  or equity and/or voting shares
of stock of any class of the corporation, whether now or hereafter authorized or
created,  whether having unissued or treasury  status,  and whether the proposed
issue,  reissue,  transfer,  or grant is for case, property, or any other lawful
consideration; and after the expiration of said thirty days, any and all of such
shares of stock,  rights,  options,  bonds,  securities  or  obligations  of the
corporation  may be issued,  reissued,  transferred,  or granted by the Board of
Directors,  as the  case  may  be,  to such  persons,  firms,  corporations  and
associations, and for such lawful consideration, and on such terms, as the Board
of Directors in its discretion may determine.  As used heroin, the terms "equity
shares" and "voting  shares"  shall  mean,  respectively,  shares of stock which
confer  unlimited  dividend  rights and shares of stock which  confer  unlimited
voting rights in the election of one or more directors.

Any shareholder may cumulate his votes at the election of directors; and

WHEREAS,  it is  deemed  to be in the best  interests  of this  Company  and its
shareholders  that its  Articles  of  Incorporation  be amended  as  hereinafter
provided;

NOW, THEREFORE BE IT RESOLVED,  that the following  Amendment of the Articles of
Incorporation of the Company Is hereby adopted and approved

Article Four shall be amended to read as follows:

FOUR:  The amount of the total  authorized  capital stock of the  corporation is
twenty-five  Thousand dollars ( 25,000.00),  consisting of twenty-five  Thousand
shares of a per value of One dollar  ($1.00) each. All of said shares are of one
class and are designated as Common Stock.

Any shareholder may cumulate his votes at the election of directors.

RESOLVED FURTHER, that a special meeting of the shareholders shall be held March
17,  1984,  In Newport  Beach,  California,  to vote for or against the proposed
amendment.

IN WITNESS WHEREOF,  the undersigned have executed the Unanimous Written Consent
of the Board of Directors  of Kentex  Petroleum  Incorporated  this First day of
February. 1984.


                                                     /S/ NORMA ETCHIE
                                                     /S/ A.H. WETZEL
                                                     /S/ JEFFREY VERDON


                            CERTIFICATE OF AMENDMENT
                       TO THE ARTICLES OF INCORPORATION OF
                             KENTEX PETROLEUM, INC.

We the  undersigned,  James Doolin,  President and Director,  and Shane Thueson,
Secretary  and Director of Kentex  Petroleum,  Inc., a Nevada  corporation  (the
"Corporation"), do hereby certify:

                                        I

Pursuant  to  Section  78.390  of  Nevada  Revised  Statutes,  the  Articles  of
Incorporation  of the  Corporation  shall be amended  as  outlined  Section  III
hereof.

                                       II

The  foregoing  amendment  was  adopted  by  Unanimous  Consent  of the Board of
Directors pursuant to Section 78.315 of Nevada Revised Statutes,  and by Consent
of Majority Stockholders pursuant to Section 78.320 Nevada Revised Statutes.

                                       III

Pursuant  to the  resolutions  adopted by the Board of  Directors  and  Majority
stockholders  as set forth in Paragraph  II above,  the  25,333,368  outstanding
shares of the Corporation were reverse split on a basis of 1 for 250,  effective
October 5, 1999, retaining the authorized shares at 100,000,000 an the par value
at one mill ($0.001) per share,  with appropriate  adjustments being made in the
additional paid in capital and stated capital accounts of the Corporation,  with
all fractional  shares being rounded up to the nearest whole share and provided,
however,  that no  stockholder,  computed on a per stock  certificate  of record
basis on the effective date hereof, currently owning 100 or more shares shall be
reduced  to less than 100  shares as a result of the  reverse  split and that no
stockholder  owning less than 100 shares, on the per stock certificate of record
basis on the effective date hereof, shall be affected by the reverse split; such
additional  shares  required to provide the minimum of 100 shares to be conveyed
to the Shareholders will be issued by the Company; and provided,  further,  that
all fractional  shares shall be rounded up to the nearest whole share,  and that
these shares shall be provided by the Company.

                                       IV

The number of shares entitled to vote on the amendment was 25,333,368.

                                        V

The number of shares voted in favor of the amendment was  13,500,000,  with none
opposing and none abstaining.


          /S/ JAMES DOOLIN                                /S/ SHANE THUESON
          President and Director                          Secretary and Director


STATE OF UTAH              )
                                    ) ss
COUNTY OF SALT LAKE        )


On the 5th day of  October  of 1999,  personally  appeared  before  me, a Notary
Public,  James  Doolin and Shane  Thueson,  who  acknowledged  that they are the
President and Secretary,  respectively,  of Kentex Petroleum,  Inc, and that are
authorized to and did execute the above instrument.


                                                           /S/KATHLEEN MORRISON
                                                           NOTARY PUBLIC


                                     BYLAWS
                                       OF
                               KENTEX PETROLEUM, INC.

                                   ARTICLE I
                                    OFFICES

Section 1.01  Location of Office.  The  corporation  may  maintain  such offices
within or without the State of Utah as the Board of  Directors  may from time to
time designate or require.

Section  1.02  Principal  Office.  The  address of the  principal  office of the
corporation  shall be at the address of the registered office of the corporation
as so designated in the office of the Lieutenant  Governor/Secretary of State of
the state of  incorporation,  or at such other address as the Board of Directors
shall from time to time determine.

                                   ARTICLE II
                                  SHAREHOLDERS

Section 2.0 Annual Meeting. The annual meeting of the shareholders shall be held
in May of each year or at such other time  designated  by the Board of Directors
and as is provided for in the notice of the meeting, for the purpose of electing
directors and for the  transaction of such other business as may come before the
meeting.  If the election of directors  shall not be held on the day  designated
for the annual meeting of the shareholders,  or at any adjournment  thereof, the
Board of Directors  shall cause the election to be held at a special  meeting of
the shareholders as soon thereafter as may be convenient.

Section 2.02  Special  Meetings.  Special  meetings of the  shareholders  may be
called at any time by the chairman of the board, the president,  or by the Board
of Directors,  or in their absence or  disability,  by any vice  president,  and
shall be called by the president or, in his or her absence or  disability,  by a
vice president or by the secretary on the written  request of the holders of not
less than  one-tenth  of all the shares  entitled to vote at the  meeting,  such
written  request  to state the  purpose or  purposes  of the  meeting  and to be
delivered  to the  president,  each  vice-president,  or  secretary.  In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.

Section 2.03 Place of Meetings.  The Board of Directors may designate any place,
either within or without the state of incorporation, as the place of meeting for
any annual meeting or for any special  meeting called by the Board of Directors.
A waiver of notice signed by all shareholders  entitled to vote at a meeting may
designate any place, either within or without the state of incorporation, as the
place for the  holding  of such  meeting.  If no  designation  is made,  or if a
special  meeting  be  otherwise  called,  the place of  meeting  shall be at the
principal office of the corporation.

Section 2.04 Notice of Meetings.  The secretary or assistant secretary,  if any,
shall cause notice of the time,  place,  and purpose or purposes of all meetings
of the shareholders  (whether annual or special), to be mailed at least ten (10)
days,  but not  more  than  fifty  (50)  days,  prior  to the  meeting,  to each
shareholder of record entitled to vote.

Section 2.05 Waiver of Notice.  Any  shareholder may waive notice of any meeting
of shareholders (however called or noticed, whether or not called or noticed and
whether before,  during,  or after the meeting),  by signing a written waiver of
notice or a consent  to the  holding  of such  meeting,  or an  approval  of the
minutes  thereof.  Attendance  at a  meeting,  in  person  or  by  proxy,  shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent,  or approval is signed or any  objections  are made.  All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.

<PAGE>

Section 2.06 Fixing  Record Date.  For the purpose of  determining  shareholders
entitled to notice of or to vote at any annual  meeting of  shareholders  or any
adjournment thereof, or shareholders entitled to receive payment of any dividend
or in  order  to make a  determination  of  shareholders  for any  other  proper
purpose,  the Board of Directors of the  corporation  may provide that the share
transfer  books  shall be closed,  for the purpose of  determining  shareholders
entitled to notice of or to vote at such meeting, but not for a period exceeding
fifty  (50) days.  If the share  transfer  books are  closed for the  purpose of
determining  shareholders entitled to notice of or to vote at such meeting, such
books  shall be closed  for at least ten (10) days  immediately  preceding  such
meeting.

In lieu of closing the share transfer  books,  the Board of Directors may fix in
advance a date as the record date for any such  determination  of  shareholders,
such date in any case to be not more than fifty  (50) and,  in case of a meeting
of  shareholders,  not less  than ten (10)  days  prior to the date on which the
particular  action requiring such  determination of shareholders is to be taken.
If the share  transfer  books are not closed and no record date is fixed for the
determination  of shareholders  entitled to notice of or to vote at a meeting or
to receive  payment of a  dividend,  the date on which  notice of the meeting is
mailed or the date on which the  resolution of the Board of Directors  declaring
such dividend is adopted,  as the case may be, shall be the record date for such
determination of shareholders.  When a determination of shareholders entitled to
vote at any meeting of  shareholders  has been made as provided in this Section,
such  determination  shall apply to any adjournment  thereof.  Failure to comply
with this Section shall not affect the validity of any action taken at a meeting
of shareholders.

Section 2.07 Voting Lists. The officer or agent of the corporation having charge
of the share transfer books for shares of the  corporation  shall make, at least
ten (10) days before each meeting of the  shareholders,  a complete  list of the
shareholders  entitled  to vote  at such  meeting  or any  adjournment  thereof,
arranged in  alphabetical  order,  with the address of, and the number of shares
held by each,  which list,  for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered  office of the  corporation and shall be
subject to inspection by any  shareholder  during the whole time of the meeting.
The  original  share  transfer  book  shall be prima  facia  evidence  as to the
shareholders who are entitled to examine such list or transfer books, or to vote
at any meeting of shareholders.

<PAGE>

Section  2.08  Quorum.  One-half of the total  voting  power of the  outstanding
shares of the corporation  entitled to vote,  represented in person or by proxy,
shall  constitute  a quorum at a  meeting  of the  shareholders.  If a quorum is
present, the affirmative vote of the majority of the voting power represented by
shares at the meeting  and  entitled  to vote on the  subject  shall  constitute
action by the  shareholders,  unless  the vote of a greater  number or voting by
classes is required by the laws of the state of incorporation of the corporation
or the  Articles of  Incorporation.  If less than  one-half  of the  outstanding
voting  power is  represented  at a  meeting,  a majority  of the  voting  power
represented  by shares so present  may  adjourn  the  meeting  from time to time
without  further  notice.  At such adjourned  meeting at which a quorum shall be
present or  represented,  any business may be  transacted  which might have been
transacted at the meeting as originally noticed.

Section  2.09  Voting  of  Shares.  Each  outstanding  share of the  corporation
entitled to vote shall be entitled to one vote on each matter  submitted to vote
at a meeting of shareholders, except to the extent that the voting rights of the
shares of any class or series of stock are  determined  and specified as greater
or lesser  than one vote per share in the manner  provided  by the  Articles  of
Incorporation.

Section 2.10  Proxies.  At each meeting of the  shareholders,  each  shareholder
entitled  to vote  shall be  entitled  to vote in person or by proxy;  provided,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing  such  proxy to act  shall  have been  executed  in  writing  by the
registered holder or holders of such shares, as the case may be, as shown on the
share  transfer of the  corporation  or by his or her or her attorney  thereunto
duly authorized in writing. Such instrument  authorizing a proxy to act shall be
delivered at the beginning of such meeting to the  secretary of the  corporation
or to such other officer or person who may, in the absence of the secretary,  be
acting as secretary of the meeting.  In the event that any such instrument shall
designate  two or more  persons to act as proxies,  a majority  of such  persons
present at the meeting,  or if only one be present,  that one shall  (unless the
instrument  shall  otherwise  provide)  have all of the powers  conferred by the
instrument on all persons so  designated.  Persons  holding stock in a fiduciary
capacity  shall be  entitled  to vote the shares so held and the  persons  whose
shares are  pledged  shall be entitled  to vote,  unless in the  transfer by the
pledge  or on the  books  of the  corporation  he or she  shall  have  expressly
empowered the pledgee to vote thereon,  in which case the pledgee, or his or her
proxy, may represent such shares and vote thereon.

Section 2.11 Written Consent to Action by  Shareholders.  Any action required to
be taken at a meeting  of the  shareholders,  or any other  action  which may be
taken at a meeting of the  shareholders,  may be taken  without a meeting,  if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.

                                  ARTICLE III
                                   DIRECTORS

Section  3.01  General  Powers.  The  property,  affairs,  and  business  of the
corporation  shall be managed by its Board of Directors.  The Board of Directors
may exercise all the powers of the  corporation  whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of  Incorporation  or by these Bylaws,  vested solely in the shareholders of the
corporation.

Section 3.02 Number,  Term,  and  Qualifications.  The Board of Directors  shall
consist of three to nine  persons.  Increases or decreases to said number may be
made,  within the numbers  authorized by the Articles of  Incorporation,  as the
Board of  Directors  shall from time to time  determine  by  amendment  to these
Bylaws.  An  increase or a decrease in the number of the members of the Board of
Directors may also be made upon  amendment to these Bylaws by a majority vote of
all of the  shareholders,  and the number of  directors  to be so  increased  or
decreased shall be fixed upon a majority vote of all of the  shareholders of the
corporation.  Each director  shall hold office until the next annual  meeting of
shareholders  of the  corporation and until his or her successor shall have been
elected and shall have  qualified.  Directors need not be residents of the state
of incorporation or shareholders of the corporation.

<PAGE>

Section 3.03 Classification of Directors.  In lieu of electing the entire number
of directors annually,  the Board of Directors may provide that the directors be
divided  into either two or three  classes,  each class to be as nearly equal in
number as  possible,  the term of office of the  directors of the first class to
expire at the first annual meeting of shareholders after their election, that of
the second class to expire at the second annual  meeting  after their  election,
and that of the third class, if any, to expire at the third annual meeting after
their election. At each annual meeting after such classification,  the number of
directors  equal to the number of the class  whose  term  expires at the time of
such meeting shall be elected to hold office until the second  succeeding annual
meeting,  if there be two classes, or until the third succeeding annual meeting,
if there be three classes.


Section 3.04 Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this Bylaw immediately  following,  and at the
same place as, the annual  meeting of  shareholders.  The Board of Directors may
provide by resolution the time and place,  either within or without the state of
incorporation,  for the holding of  additional  regular  meetings  without other
notice than such resolution.

Section 3.05 Special Meetings. Special meetings of the Board of Directors may be
called  by or at the  request  of the  president,  vice  president,  or any  two
directors.  The person or persons  authorized  to call  special  meetings of the
Board of  Directors  may fix any place,  either  within or without  the state of
incorporation,  as the place for  holding  any  special  meeting of the Board of
Directors called by them.

Section 3.06  Meetings by  Telephone  Conference  Call.  Members of the Board of
Directors may  participate in a meeting of the Board of Directors or a committee
of  the  Board  of  Directors  by  means  of  conference  telephone  or  similar
communication  equipment  by means of which  all  persons  participating  in the
meeting can hear each other,  and  participation  in a meeting  pursuant to this
Section shall constitute presence in person at such meeting.

Section 3.07 Notice.  Notice of any special  meeting shall be given at least ten
(10) days prior thereto by written notice delivered personally or mailed to each
director at his or her regular business address or residence, or by telegram. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed,  with postage thereon  prepaid.  If notice be given by
telegram,  such  notice  shall be deemed to be  delivered  when the  telegram is
delivered  to the  telegraph  company.  Any  director  may  waive  notice of any
meeting.  Attendance  of a director at a meeting  shall  constitute  a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express  purpose of objecting  to the  transaction  of any business  because the
meeting is not lawfully called or convened.

Section 3.08 Quorum.  A majority of the number of directors  shall  constitute a
quorum for the transaction of business or any meeting of the Board of Directors,
but if less than a majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.

Section 3.09 Manner of Acting. The act of a majority of the directors present at
a  meeting  at  which a  quorum  is  present  shall  be the act of the  Board of
Directors, and the individual directors shall have no power as such.

<PAGE>

Section 3.10 Vacancies and Newly Created  Directorship.  If any vacancies  shall
occur in the Board of Directors by reason of death, resignation or otherwise, or
if the number of directors  shall be  increased,  the  directors  then in office
shall continue to act and such vacancies or newly created directorships shall be
filled by a vote of the directors then in office,  though less than a quorum, in
any way  approved by the  meeting.  Any  directorship  to be filled by reason of
removal of one or more directors by the  shareholders  may be filled by election
by the  shareholders  at the  meeting at which the  director  or  directors  are
removed.

Section  3.11  Compensation.  By  resolution  of the  Board  of  Directors,  the
directors may be paid their  expenses,  if any, of attendance at each meeting of
the  Board of  Directors,  and may be paid a fixed  sum for  attendance  at each
meeting  of the  Board of  Directors  or a stated  salary as  director.  No such
payment shall  preclude any director from serving the  corporation  in any other
capacity and receiving compensation therefor.

Section 3.12 Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors at which action on any  corporate  matter
is taken shall be presumed to have  assented to the action  taken  unless his or
her  dissent  shall be entered in the minutes of the  meeting,  unless he or she
shall file his or her written  dissent to such action with the person  acting as
the secretary of the meeting before the  adjournment  thereof,  or shall forward
such dissent by registered or certified mail to the secretary of the corporation
immediately  after the  adjournment of the meeting.  Such right to dissent shall
not apply to a director who voted in favor of such action.

Section 3.13  Resignations.  A director  may resign at any time by  delivering a
written resignation to either the president, a vice president, the secretary, or
assistant  secretary,  if any. The  resignation  shall  become  effective on its
acceptance by the Board of Directors;  provided, that if the board has not acted
thereon within ten days (10) from the date presented,  the resignation  shall be
deemed accepted.

Section 3.14 Written  Consent to Action by Directors.  Any action required to be
taken at a meeting of the directors of the corporation or any other action which
may be taken at a  meeting  of the  directors  or of a  committee,  may be taken
without a meeting,  if a consent in writing,  setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.

Section 3.15 Removal.  At a meeting  expressly  called for that purpose,  one or
more  directors  may be  removed  by a vote  of a  majority  of  the  shares  of
outstanding  stock  of the  corporation  entitled  to  vote  at an  election  of
directors.

<PAGE>

                                   ARTICLE IV
                                    OFFICERS

Section 4.01 Number.  The officers of the corporation shall be a president,  one
or more  vice-presidents,  as shall be  determined by resolution of the Board of
Directors, a secretary, a treasurer, and such other officers as may be appointed
by the Board of Directors.  The Board of Directors  may elect,  but shall not be
required  to elect,  a  chairman  of the board  and the Board of  Directors  may
appoint a general manager.

Section 4.02 Election, Term of Office, and Qualifications. The officers shall be
chosen by the Board of Directors annually at its annual meeting. In the event of
failure  to choose  officers  at an annual  meeting  of the Board of  Directors,
officers  may be  chosen  at any  regular  or  special  meeting  of the Board of
Directors.  Each such officer  (whether chosen at an annual meeting of the Board
of Directors to fill a vacancy or otherwise)  shall hold his or her office until
the next ensuing  annual  meeting of the Board of Directors and until his or her
successor  shall have been chosen and qualified,  or until his or her death,  or
until his or her  resignation or removal in the manner provided in these Bylaws.
Any one  person  may  hold  any two or more of such  offices,  except  that  the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any  instrument in the capacity of more than one office.
The  chairman  of the  board,  if any,  shall be and  remain a  director  of the
corporation  during the term of his or her office.  No other  officer  need be a
director.  Section 4.03 Subordinate  Officers,  Etc. The Board of Directors from
time to time may appoint such other officers or agents as it may deem advisable,
each of whom shall have such  title,  hold  office  for such  period,  have such
authority,  and perform such duties as the Board of Directors  from time to time
may  determine.  The Board of  Directors  from time to time may  delegate to any
officer or agent the power to appoint any such subordinate officer or agents and
to prescribe their respective titles, terms of office, authorities,  and duties.
Subordinate officers need not be shareholders or directors.

Section 4.04  Resignations.  Any officer may resign at any time by  delivering a
written resignation to the Board of Directors,  the president, or the secretary.
Unless  otherwise  specified  therein,  such  resignation  shall take  effect on
delivery.

Section  4.05  Removal.  Any officer  may be removed  from office at any special
meeting  of the  Board of  Directors  called  for that  purpose  or at a regular
meeting,  by vote of a majority of the  directors,  with or without  cause.  Any
officer or agent  appointed in  accordance  with the  provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.

Section 4.06 Vacancies and Newly Created Offices.  If any vacancy shall occur in
any office by reason of death, resignation,  removal,  disqualification,  or any
other cause,  or if a new office shall be created,  then such vacancies or newly
created  offices may be filled by the Board of Directors at a regular or special
meeting.

Section 4.07 The Chairman of the Board.  The Chairman of the Board,  if there be
such an officer, shall have the following powers and duties:

(a) He or she shall preside at all shareholders' meetings;

(b) He or she shall preside at all meetings of the Board of Directors; and

(c) He or she shall be a member of the executive committee, if any.

Section 4.08 The President.  The president  shall have the following  powers and
duties:

(a) If no  general  manager  has been  appointed,  he or she  shall be the chief
executive officer of the corporation, and, subject to the direction of the Board
of Directors,  shall have general charge of the business,  affairs, and property
of the corporation and general  supervision  over its officers,  employees,  and
agents;

(b) If no chairman of the board has been chosen, or if such officer is absent or
disabled,  he or she shall preside at meetings of the  shareholders and Board of
Directors;

(c) He or she shall be a member of the executive committee, if any;

(d) He or she shall be empowered to sign certificates representing shares of the
corporation,  the issuance of which shall have been  authorized  by the Board of
Directors; and

(e) He or she  shall  have all  power  and shall  perform  all  duties  normally
incident to the office of a president of a corporation,  and shall exercise such
other  powers and perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.

<PAGE>

Section 4.10 The Secretary.  The secretary  shall have the following  powers and
duties:

(a) He or she shall keep or cause to be kept a record of all of the  proceedings
of the  meetings  of the  shareholders  and of the Board of  Directors  in books
provided for that purpose;

(b) He or she shall  cause all notices to be duly given in  accordance  with the
provisions of these Bylaws and as required by statute;

(c) He or she  shall  be the  custodian  of the  records  and of the seal of the
corporation, and shall cause such seal (or a facsimile thereof) to be affixed to
all certificates  representing  shares of the corporation  prior to the issuance
thereof  and to all  instruments,  the  execution  of  which  on  behalf  of the
corporation  under its seal shall have been duly  authorized in accordance  with
these Bylaws, and when so affixed, he or she may attest the same;

(d) He or she shall assume responsibility that the books,  reports,  statements,
certificates,  and other documents and records  required by statute are properly
kept and filed;

(e) He or she shall have charge of the share books of the  corporation and cause
the share  transfer  books to be kept in such  manner as to show at any time the
amount of the shares of the  corporation  of each class issued and  outstanding,
the  manner  in which and the time  when  such  stock  was paid  for,  the names
alphabetically  arranged and the addresses of the holders of record thereof, the
number of shares  held by each  holder and time when each  became such holder or
record;  and he or she shall  exhibit at all  reasonable  times to any director,
upon  application,  the original or duplicate  share  register.  He or she shall
cause the share book referred to in Section 6.04 hereof to be kept and exhibited
at the principal office of the corporation,  or at such other place as the Board
of Directors  shall  determine,  in the manner and for the purposes  provided in
such Section;

(f) He or she shall be empowered to sign certificates representing shares of the
corporation,  the issuance of which shall have been  authorized  by the Board of
Directors; and

(g) He or she shall  perform in general  all  duties  incident  to the office of
secretary and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.

Section 4.11 The Treasurer.  The treasurer  shall have the following  powers and
duties:

(a) He or she shall have charge and supervision  over and be responsible for the
monies, securities, receipts, and disbursements of the corporation;

(b) He or  she  shall  cause  the  monies  and  other  valuable  effects  of the
corporation to be deposited in the name and to the credit of the  corporation in
such banks or trust companies or with such banks or other  depositories as shall
be selected in accordance with Section 5.03 hereof;

(c) He or she shall  cause the  monies of the  corporation  to be  disbursed  by
checks or drafts  (signed as  provided  in  Section  5.04  hereof)  drawn on the
authorized depositories of the corporation,  and cause to be taken and preserved
property vouchers for all monies disbursed;

(d) He or she shall render to the Board of Directors or the president,  whenever
requested,  a statement of the financial condition of the corporation and of all
of this  transactions  as treasurer,  and render a full financial  report at the
annual meeting of the shareholders, if called upon to do so;

(e) He or she  shall  cause  to be kept  correct  books  of  account  of all the
business  and  transactions  of the  corporation  and exhibit  such books to any
director on request during business hours;

(f) He or she shall be empowered  from time to time to require from all officers
or agents of the corporation  reports or statements given such information as he
or she may desire  with  respect to any and all  financial  transactions  of the
corporation; and

(g) He or she shall  perform in general  all  duties  incident  to the office of
treasurer and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.

<PAGE>

Section 4.12 General  Manager.  The Board of Directors  may employ and appoint a
general  manager who may, or may not, be one of the officers or directors of the
corporation.  The general  manager,  if any, shall have the following powers and
duties;

(a) He or she shall be the  chief  executive  officer  of the  corporation  and,
subject to the  directions of the Board of Directors,  shall have general charge
of the business affairs and property of the corporation and general  supervision
over its officers, employees, and agents;

(b) He or she shall be charged with the exclusive  management of the business of
the corporation  and of all of its dealings,  but at all times be subject to the
control of the Board of Directors;

(c)  Subject  to the  approval  of  the  Board  of  Directors  or the  executive
committee,  if any, he or she shall employ all employees of the corporation,  or
delegate such  employment to subordinate  officers,  and shall have authority to
discharge any person so employed; and

(d) He or she shall make a report to the  president  and  directors  as often as
required,  setting forth the results of the operations  under his or her charge,
together with  suggestions  looking  toward  improvement  and  betterment of the
condition of the  corporation,  and shall perform such other duties as the Board
of Directors may require.

Section 4.13 Salaries.  The salaries and other  compensation  of the officers of
the  corporation  shall be fixed  from time to time by the  Board of  Directors,
except  that the  Board of  Directors  may  delegate  to any  person or group of
persons the power to fix the salaries or other  compensation  of any subordinate
officers or agents  appointed in accordance  with the provisions of Section 4.03
hereof.  No  officer  shall be  prevented  from  receiving  any such  salary  or
compensation  by  reason of the fact  that he or she is also a  director  of the
corporation.

Section 4.14 Surety Bonds. In case the Board of Directors shall so require,  any
officer or agent of the  corporation  shall execute to the corporation a bond in
such sums and with such surety or sureties as the Board of Directors may direct,
conditioned  upon  the  faithful  performance  of  his  or  her  duties  to  the
corporation,  including  responsibility for negligence and for the accounting of
all property,  monies,  or securities of the corporation which may come into his
or her hands.

<PAGE>

                                   ARTICLE V
                 EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
                         AND DEPOSIT OF CORPORATE FUNDS

Section 5.01 Execution of  Instruments.  Subject to any limitation  contained in
the  Articles  of  Incorporation  or these  Bylaws,  the  president  or any vice
president or the general manager,  if any, may, in the name and on behalf of the
corporation,  execute and deliver any contract or other instrument authorized in
writing by the Board of Directors.  The Board of Directors  may,  subject to any
limitation  contained  in the  Articles  of  Incorporation  or in these  Bylaws,
authorize in writing any officer or agent to execute and deliver any contract or
other  instrument  in the  name  and on  behalf  of the  corporation;  any  such
authorization may be general or confined to specific instances.

Section 5.02 Loans.  No loans or advances  shall be  contracted on behalf of the
corporation,  no negotiable  paper or other evidence of its obligation under any
loan or advance shall be issued in its name, and no property of the  corporation
shall be mortgaged, pledged, hypothecated,  transferred, or conveyed as security
for  the  payment  of any  loan,  advance,  indebtedness,  or  liability  of the
corporation, unless and except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific instances.

Section 5.03  Deposits.  All monies of the  corporation  not otherwise  employed
shall be  deposited  from time to time to its  credit in such banks and or trust
companies or with such bankers or other  depositories  as the Board of Directors
may  select,  or as from time to time may be  selected  by any  officer or agent
authorized to do so by the Board of Directors.

Section  5.04  Checks,  Drafts,  Etc. All notes,  drafts,  acceptances,  checks,
endorsements, and, evidences of indebtedness of the corporation,  subject to the
provisions of these Bylaws,  shall be signed by such officer or officers or such
agent or agents of the  corporation and in such manner as the Board of Directors
from time to time may determine.  Endorsements  for deposit to the credit of the
corporation in any of its duly authorized  depositories  shall be in such manner
as the Board of Directors from time to time may determine.

Section  5.05  Bonds  and  Debentures.  Every  bond or  debenture  issued by the
corporation  shall be  evidenced  by an  appropriate  instrument  which shall be
signed by the  president or vice  president and by the secretary and sealed with
the seal of the corporation.  The seal may be a facsimile,  engraved or printed.
where such bond or debenture is  authenticated  with the manual  signature of an
authorized  officer  of the  corporation  or  other  trustee  designated  by the
indenture of trust or other agreement  under which such security is issued,  the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed,  or whose  facsimile  signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the  corporation,  such bond or
debenture  may  nevertheless  be  adopted  by the  corporation  and  issued  and
delivered as through the person who signed it or whose  facsimile  signature has
been used thereon had not ceased to be such officer.

Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements,
and assignments of stocks,  bonds,  and other securities owned by or standing in
the name of the  corporation,  and the  execution  and delivery on behalf of the
corporation  of any and all  instruments  in writing  incident to any such sale,
transfer,  endorsement, or assignment, shall be effected by the president, or by
any vice  president,  together  with the  secretary,  or by an  officer or agent
thereunto authorized by the Board of Directors.

Section  5.07  Proxies.  Proxies  to  vote  with  respect  to  shares  of  other
corporations  owned  by or  standing  in the  name of the  corporation  shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.

<PAGE>

                                   ARTICLE VI
                                 CAPITAL SHARES

Section 6.01 Share Certificates. Every holder of shares in the corporation shall
be  entitled  to  have a  certificate,  signed  by  the  president  or any  vice
president,  and the secretary or assistant  secretary,  and sealed with the seal
(which may be a facsimile,  engraved or printed) of the corporation,  certifying
the  number  and kind,  class or  series  of  shares  owned by him or her in the
corporation;  provided,  however, that where such a certificate is countersigned
by (a) a transfer agent or an assistant  transfer  agent, or (b) registered by a
registrar,  the signature of any such president,  vice president,  secretary, or
assistant  secretary  may be a  facsimile.  In case any  officer  who shall have
signed,  or whose facsimile  signature or signatures shall have been used on any
such certificate,  shall cease to be officer of the corporation, for any reason,
before the delivery of such certificate by the corporation, such certificate may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed it, or whose facsimile  signature or signatures shall have
been used thereon, has not ceased to be such officer.  Certificates representing
shares of the  corporation  shall be in such form as provided by the statutes of
the state of  incorporation.  There  shall be entered on the share  books of the
corporation at the time of issuance of each share, the number of the certificate
issued,  the name and  address  of the  person  owning  the  shares  represented
thereby,  the number and kind,  class or series of such shares,  and the date of
issuance  thereof.  Every  certificate  exchanged or returned to the corporation
shall be marked "Canceled" with the date of cancellation.

Section 6.02 Transfer of Shares. Transfers of shares of the corporation shall be
made on the books of the corporation by the holder of record thereof,  or by his
or her attorney  thereunto duly  authorized by a power of attorney duly executed
in  writing  and  filed  with the  secretary  of the  corporation  or any of its
transfer agents,  and on surrender of the certificate or certificates,  properly
endorsed or accompanied by proper  instruments  or transfer,  representing  such
shares.  Except as provided by law,  the  corporation  and  transfer  agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes,  and  accordingly,  shall not be
bound to recognize any legal,  equitable,  or other claim to or interest in such
shares on the part of any other  person  whether  or not it or they  shall  have
express or other notice thereof.

Section 6.03  Regulations.  Subject to the  provisions of this Article VI and of
the Articles of  Incorporation,  the Board of Directors  may make such rules and
regulations  as they may  deem  expedient  concerning  the  issuance,  transfer,
redemption, and registration of certificates for shares of the corporation.

Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A share
book  (or  books  where  more  than  one  kind,  class,  or  series  or stock is
outstanding)   shall  be  kept  at  the  principal  place  of  business  of  the
corporation,  or at such other place as the Board of Directors shall  determine,
containing the names,  alphabetically  arranged, of original shareholders of the
corporation,  their addresses,  their interest, the amount paid on their shares,
and all transfers  thereof and the number and class of shares held by each. Such
share books shall at all  reasonable  hours be subject to  inspection by persons
entitled by law to inspect the same.

Section 6.05 Transfer Agents and Registrars.  The Board of Directors may appoint
one or more  transfer  agents  and one or more  registrars  with  respect to the
certificates  representing  shares of the corporation,  and may require all such
certificates to bear the signature of either or both. The Board of Directors may
from time to time  define  the  respective  duties of such  transfer  agents and
registrars.  No certificate for shares shall be valid until  countersigned  by a
transfer agent, if at the date appearing  thereon the corporation had a transfer
agent for such shares, and until registered by a registrar,  if at such date the
corporation had a registrar for such shares.

<PAGE>

Section 6.06 Closing of Transfer Books and Fixing of Record Date.

(a) The Board of  Directors  shall  have  power to close the share  books of the
corporation  for a period of not to exceed fifty (50) days preceding the date of
any meeting of  shareholders,  or the date for payment of any  dividend,  or the
date for the allotment of rights,  or capital shares shall go into effect,  or a
date in connection with obtaining the consent of shareholder for any purpose.

(b) In lieu of  closing  the share  transfer  books as  aforesaid,  the Board of
Directors may fix in advance a date, not exceeding fifty (50) days preceding the
date  of any  meeting  of  shareholders,  or the  date  for the  payment  of any
dividend,  or the date for the allotment of rights,  or the date when any change
or conversion or exchange of capital  shares shall go into effect,  or a date in
connection  with  obtaining  any  such  consent,   as  a  record  date  for  the
determination of the  shareholders  entitled to a notice of, and to vote at, any
such meeting and any adjournment  thereof, or entitled to receive payment of any
such  dividend,  or to any such  allotment of rights,  or exercise the rights in
respect of any such change,  conversion or exchange of capital stock, or to give
such consent.

(c) If the share  transfer  books  shall be closed or a record  date set for the
purpose  of  determining  shareholders  entitled  to  notice  of or to vote at a
meeting of  shareholders,  such books  shall be closed  for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.

Section 6.07 Lost or Destroyed  Certificates.  The  corporation  may issue a new
certificate   for  shares  of  the  corporation  in  place  of  any  certificate
theretofore issued by it, alleged to have been lost or destroyed,  and the Board
of Directors may, in its discretion,  require the owner of the lost or destroyed
certificate or his or her legal representatives,  to give the corporation a bond
in such form and  amount as the Board of  Directors  may  direct,  and with such
surety or  sureties  as may be  satisfactory  to the  board,  to  indemnify  the
corporation and its transfer agents and registrars,  if any,  against any claims
that may be made against it or any such  transfer  agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring  any bond when,  in the  judgement  of the Board of  Directors,  it is
proper to do so.

Section 6.08 No Limitation on Voting Rights;  Limitation on Dissenter's  Rights.
To the extent  permissible under the applicable law of any jurisdiction to which
the  corporation  may become  subject by reason of the conduct of business,  the
ownership of assets,  the residence of shareholders,  the location of offices or
facilities,  or any other item, the corporation elects not to be governed by the
provisions  of any  statute  that (i)  limits,  restricts,  modifies,  suspends,
terminates,  or otherwise affects the rights of any shareholder to cast one vote
for each share of common stock registered in the name of such shareholder on the
books of the  corporation,  without  regard to whether such shares were acquired
directly  from the  corporation  or from any other person and without  regard to
whether  such  shareholder  has the power to exercise or direct the  exercise of
voting power over any specific fraction of the shares of the corporation or from
any other person and without regard to whether such shareholder has the power to
exercise or direct the exercise of voting  power over any  specific  fraction of
the shares of common stock of the  corporation  issued and  outstanding  or (ii)
grants  to any  shareholder  the  right to have  his or her  stock  redeemed  or
purchased by the corporation or any other  shareholder on the acquisition by any
person or group of persons of shares of the corporation.  In particular,  to the
extent permitted under the laws of the state of  incorporation,  the corporation
elects not to be governed by any such provision, including the provisions of the
Utah Control Shares  Acquisition  Act,  Section 61-6-1 et seq., of the Utah Code
Annotated, as amended, or any statute of similar effect or tenor.

<PAGE>

                                  ARTICLE VII
                    EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 7.01 How Constituted.  The Board of Directors may designate an executive
committee  and  such  other  committees  as the  Board  of  Directors  may  deem
appropriate,  each of which  committees  shall consist of two or more directors.
Members of the  executive  committee and of any such other  committees  shall be
designated  annually at the annual meeting of the Board of Directors;  provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive  committee  or any  other  committee.  Each  member  of the  executive
committee  and of  any  other  committee  shall  hold  office  until  his or her
successor  shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.

Section  7.02  Powers.  During the  intervals  between  meetings of the Board of
Directors, the executive committee shall have and may exercise all powers of the
Board  of  Directors  in the  management  of the  business  and  affairs  of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.

Section 7.03 Proceedings.  The executive committee, and such other committees as
may be designated hereunder by the Board of Directors, may fix its own presiding
and recording officer or officers, and may meet at such place or places, at such
time or times and on such notice (or without  notice) as it shall determine from
time to time.  It will keep a record of its  proceedings  and shall  report such
proceedings  to the Board of  Directors at the meeting of the Board of Directors
next following.

Section  7.04  Quorum and Manner of Acting.  At all  meetings  of the  executive
committee,  and of such other  committees as may be designated  hereunder by the
Board of Directors, the presence of members constituting a majority of the total
authorized  membership  of the committee  shall be necessary  and  sufficient to
constitute a quorum for the  transaction of business,  and the act of a majority
of the members  present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee, and of such other
committees as may be designated  hereunder by the Board of Directors,  shall act
only as a committee and the individual  members thereof shall have not powers as
such.

Section 7.05 Resignations.  Any member of the executive  committee,  and of such
other committees as may be designated  hereunder by the Board of Directors,  may
resign at any time by delivering a written  resignation to either the president,
the  secretary,  or  assistant  secretary,  or to the  presiding  officer of the
committee of which he or she is a member,  if any shall have been  appointed and
shall be in office.  Unless otherwise  specified herein,  such resignation shall
take effect on delivery.

Section 7.06  Removal.  The Board of Directors may at any time remove any member
of the executive committee or of any other committee  designated by it hereunder
either for or without cause.

Section 7.07 Vacancies.  If any vacancies shall occur in the executive committee
or any other committee designated by the Board of Directors hereunder, by reason
of disqualification,  death,  resignation,  removal, or otherwise, the remaining
members  shall,  until the filling of such  vacancy,  constitute  the then total
authorized  membership of the committee  and,  provided that two or more members
are remaining, continue to act. Such vacancy may be filled at any meeting of the
Board of Directors.

Section  7.07  Compensation.  The Board of  Directors  may allow a fixed sum and
expenses of attendance to any member of the executive committee, or of any other
committee designated by it hereunder,  who is not an active salaried employee of
the corporation for attendance at each meeting of said committee.

<PAGE>

                                  ARTICLE VIII
                        INDEMNIFICATION, INSURANCE, AND
                         OFFICER AND DIRECTOR CONTRACTS

Section 8.01  Indemnification:  Third Party Actions.  The corporation shall have
the power to indemnify  any person who was or is a party or is  threatened to be
made a party to any threatened,  pending,  or completed action, or suit by or in
the right of the  corporation  to procure a judgement  in its favor by reason of
the fact that he or she is or was a director, officer, employee, or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
judgments,  fines,  and  amounts  paid in  settlement  actually  and  reasonably
incurred by him or her in connection  with any such action,  suit or proceeding,
if he or she acted in good faith and in a manner he or she  reasonably  believed
to be in or not  opposed to the best  interest  of the  corporation,  and,  with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her  conduct was  unlawful.  The  termination  of any  action,  suit,  or
proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent,  shall not, of itself,  create a presumption  that
the person did not act in good faith and in a manner which he or she  reasonably
believed to be in or not opposed to the best interests of the  corporation,  and
with  respect to any criminal  action or  proceeding,  he or she had  reasonable
cause to believe that his or her conduct was unlawful.

Section 8.02 Indemnification:  Corporate Actions. The corporation shall have the
power to indemnify  any person who was or is a party or is threatened to be made
a party to any  threatened,  pending,  or completed  action or suit by or in the
right of the  corporation  to procure a  judgment  in its favor by reason of the
fact that he or she is or was a  director,  officer,  employee,  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,  trust, or other  enterprise,  against expenses  (including  attorneys'
fees)  actually and  reasonably  incurred by him or her in  connection  with the
defense or  settlement  of such action or suit, if he or she acted in good faith
and in a manner he or she  reasonably  believed  to be in or not  opposed to the
best interests of the corporation,  except that no indemnification shall be made
in respect of any claim,  issue,  or matter as to which such a person shall have
been adjudged to be liable for  negligence or misconduct in the  performance  of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought  shall  determine on  application  that,
despite the  adjudication of liability but in view of all  circumstances  of the
case,  the  person is fairly  and  reasonably  entitled  to  indemnity  for such
expenses as the court deems proper.

Section 8.03 Determination. To the extent that a director, officer, employee, or
agent of the  corporation  has been  successful  on the merits or  otherwise  in
defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02
hereof, or in defense of any claim, issue, or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.  Any other indemnification under
Sections  8.01  and  8.02  hereof,  shall  be  made  to the  corporation  upon a
determination that indemnification of the officer, director,  employee, or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in Sections 8.01 and 8.02 hereof.  Such determination shall
be  made  either  (i) by the  Board  of  Directors  by a  majority  of a  quorum
consisting  of  directors  who  were  not  parties  to  such  action,  suit,  or
proceeding;  or (ii) by independent legal counsel on a written opinion; or (iii)
by the  shareholders  by a  majority  vote of a quorum  of  shareholders  at any
meeting duly called for such purpose.

<PAGE>

Section  8.04  General  Indemnification.  The  indemnification  provided by this
Section shall not be deemed exclusive of any other indemnification granted under
any provision of any statute,  in the  corporation's  Articles of Incorporation,
these Bylaws,  agreement,  vote of shareholders or disinterested  directors,  or
otherwise, both as to action in his or her official capacity and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be a director, officer, employee, or agent, and shall inure to
the benefit of the heirs and legal representatives of such a person.

Section  8.05  Advances.  Expenses  incurred  in  defending  a civil or criminal
action,  suit or proceeding as  contemplated  in this Section may be paid by the
corporation  in  advance  of the final  disposition  of such  action,  suit,  or
proceeding  upon a majority  vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director,  officers,  employee,
or agent to repay such amount or amounts  unless if it is ultimately  determined
that he or she is to be  indemnified  by the  corporation  as authorized by this
Section.

Section 8.06 Scope of Indemnification.  The  indemnification  authorized by this
Section shall apply to all present and future  directors,  officers,  employees,
and agents of the corporation and shall continue as to such persons who cease to
be directors, officers, employees, or agents of the corporation, and shall inure
to the benefit of the heirs,  executors,  and administrators of all such persons
and shall be in addition to all other indemnification permitted by law.

8.07 Insurance. The corporation may purchase and maintain insurance on behalf of
any person who is or was a director,  employee, or agent of the corporation,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee, or agent of another corporation, partnership, joint venture, trust, or
other enterprise  against any liability asserted against him or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether  or not the  corporation  would have the power to  indemnify  him or her
against any such liability and under the laws of the state of incorporation,  as
the same may hereafter be amended or modified.

<PAGE>

                                   ARTICLE IX
                                  FISCAL YEAR

The fiscal year of the corporation  shall be fixed by resolution of the Board of
Directors.


                                   ARTICLE X
                                   DIVIDENDS

The Board of Directors may from time to time declare,  and the  corporation  may
pay,  dividends  on its  outstanding  shares in the  manner and on the terms and
conditions provided by the Articles of Incorporation and these Bylaws.

                                   ARTICLE XI
                                   AMENDMENTS

All Bylaws of the corporation,  whether adopted by the Board of Directors or the
shareholders,  shall be subject to  amendment,  alteration,  or repeal,  and new
Bylaws may be made, except that;

(a) No Bylaws  adopted  or  amended  by the  shareholders  shall be  altered  or
repealed by the Board of Directors;

(b) No Bylaws  shall be adopted by the Board of  Directors  which shall  require
more  than a  majority  of the  voting  shares  for a  quorum  at a  meeting  of
shareholders,  or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (I) if any Bylaw  regulating an impending  election of directors is
adopted or amended or  repealed  by the Board of  Directors,  there shall be set
forth in the notice of the next  meeting of  shareholders  for the  election  of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made;  and (ii) no  amendment,  alteration or repeal of
this Article XI shall be made except by the shareholders.

                            CERTIFICATE OF SECRETARY

The  undersigned  does hereby  certify that he or she is the secretary of Kentex
Petroleum,  Inc., a corporation  duly organized and existing under and by virtue
of the laws of the State of Nevada;  that the above and foregoing bylaws of said
corporation were duly and regularly adopted as such by the Board of Directors of
the  corporation  at a  meeting  of the board of  Directors,  which was duly and
regularly  held on the 28th day of  September,  1999  and  that  the  above  and
foregoing Bylaws are now in full force and effect.



DATED this 28 day of September, 1999.



/S/ SHANE THUESON
Secretary






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