U. S. Securities and Exchange Commission

                             Washington, D. C. 20549



                                   FORM 10-KSB



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

     For the fiscal year ended December 31, 2000
                               -----------------

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

     For the transition period from               to
                                    -------------    -------------
                             --------------    ------------------

                               Commission File No.
                                   -----------
                                     0-30955


                             KENTEX PETROLEUM, INC.
                      -------------------------------------
                 (Name of Small Business Issuer in its Charter)

          NEVADA                                             87-0645378
         --------                                           ------------

(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)




                 5525 SOUTH 900 EAST, SUITE 110 Salt Lake City,
                                   Utah 84117
                           ---------------------------
                    (Address of Principal Executive Offices)
                    Issuer's Telephone Number: (801) 262-8844


                             KENTEX PETROLEUM, INC.
                                  -------------

          (Former Name or Former Address, if changed since last Report)
                        311 South State Street, Suite 410
                           Salt Lake City, Utah 84111


Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered:                     None
Securities Registered under Section 12(g) of the Exchange Act: $0.001 par value
                                                               common stock


     Check  whether  the Issuer (1) filed all  reports  required  to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or for such
shorter period that the Company was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days.

     (1)   Yes  X    No            (2)   Yes  X    No
               ---      ---                  ---      ---


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

State Issuer's revenues for its most recent fiscal year: December 31, 2000 - $0.


<PAGE>

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.

     December 31, 2000 - $141. There are approximately  141,479 shares of common
voting stock of the Company not held by  affiliates.  Because  there has been no
"public market" for the Company's  common stock during the past five years,  the
Company has arbitrarily valued these shares at par value of $0.001 per share.

                   (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                           DURING THE PAST FIVE YEARS)
None, Not applicable.


                     (APPLICABLE ONLY TO CORPORATE ISSUERS)

     State the number of shares  outstanding of each of the Issuer's  classes of
common equity, as of the latest practicable date:

                                  JUNE 15, 2000
                                    2,357,997

                       DOCUMENTS INCORPORATED BY REFERENCE

     A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.

Transitional Small Business Issuer Format   Yes  X   No
                                                ---     ---

<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.

  
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.  The  Company  may begin the
search for the acquisition of assets,  property or business that may benefit the
Company and its  stockholders,  once the Board of Directors  sets  guidelines of
industries in which the Company may have an interest.

     The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor, and will be unable to do so until
it determines the particular industries to the Company.

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.

     Extremely Limited Assets;  No Source of Revenue.  The Company has virtually
no  assets  and has had no  revenue  for over the past ten  years or to the date
hereof.  Nor will the  Company  receive  any  revenues  until  it  completes  an
acquisition,  reorganization or merger, at the earliest. 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.  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.

<PAGE>

     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.

     Risks of "Penny  Stock."  The  Company's  common  stock may be deemed to be
"penny  stock"  as  that  term is  defined  in Reg.  Section  240.3a51-1  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 quotation
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 Reg.
Section   240.15g-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,  Reg.
Section   240.15g-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.

<PAGE>
Principal Products or Services and their Markets.
-------------------------------------------------

     None; not applicable

Competition.
------------

     None; not applicable

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

     None; not applicable

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

     None; not applicable

Need for any Governmental Approval of Principal Products of Services.
---------------------------------------------------------------------

     None; not applicable

Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------

     The integrated  disclosure system for small business issuers adopted by the
Securities and Exchange  Commission in Release No.  34-30968 and effective as of
August  13,  1992,   substantially   modified  the   information  and  financial
requirements  of a "Small  Business  Issuer,"  defined to be an issuer  that has
revenues  of less than $25  million;  is a U.S. or  Canadian  issuer,  is not an
investment  company,  and if a majority-owned  subsidiary,  the parent is also a
small  business  issuer,  provided,  however,  an entity is not a small business
issuer if it has a public  float (the  aggregate  market  value of the  issuer's
outstanding  securities  held by  non-affiliates)  of $25  million or more.  The
Company is deemed to be a "small business issuer."

     The Securities and Exchange  Commission,  state securities  commissions and
the North American Securities  Administrators  Association,  Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process  and make it easier for a small  business  issuer to have  access to the
public capital markets.

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

     None; not applicable

Cost and Effects of Compliance with Environmental Laws.
------------------------------------------------------

     None; not applicable

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

     None; not applicable



I
tem 2.  Description of Property.
         -----------------------

     The Company has no assets,  property or business;  its principal  executive
office  address  and  telephone  number  are the  business  office  address  and
telephone number of its majority shareholder, Duane S. Jenson, and are currently
provided at no cost.  Because the Company has had no  business,  its  activities
have been  limited to keeping  itself in good  standing  in the State of Nevada.
These  activities have consumed an  insignificant  amount of management's  time;
accordingly,  the costs to Mr.  Jenson of  providing  the use of his  office and
telephone have been minimal.


Item 3.  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 4.  Submission of Matters to a Vote of Security Holders.
         ----------------------------------------------------

     During the fourth  quarter of the year ended  December 31, 2000,  no matter
was submitted to a vote of the Company's securities holders, whether through the
solicitation of proxies or otherwise.

<PAGE>


                                     PART II


Item 5.  Market for Common Equity and Related Stockholder Matters.
         ---------------------------------------------------------

Market Information
------------------

     There  has been no  "public  market"  for  shares  of  common  stock of the
Company.  However,  the Company  intends to submit for quotations  regarding its
common stock on the OTC Bulletin Board of the National Association of Securities
Dealers  ("NASD");  however,  management  does not expect  any public  market to
develop unless and until the Company  completes an acquisition or merger. In any
event, no assurance can be given that any market for the Company's  common stock
will develop or be maintained.

Holders
-------

     The number of record  holders of the Company's  common stock as of the date
of this Report 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 until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, 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 common stock.

Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------

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.


<PAGE>


Item 6.  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 two  fiscal years.  The  Company's  plan of
operation  for the next 12  months is to  continue  to seek the  acquisition  of
assets,   properties  or  businesses  that  may  benefit  the  Company  and  its
stockholders.  Management anticipates that to achieve any such acquisition,  the
Company will issue shares of its common stock as the sole consideration for such
acquisition.

     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.  As of  December  31,  2000,  it had no cash or  cash  equivalents.  If
additional funds are required during this period,  such funds may be advanced by
management or stockholders as loans to the Company.  Because the Company has not
identified  any such venture as of the date of this Report,  it is impossible to
predict  the amount of any such loan.  However,  any such loan should 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  Report,  the Company is not engaged in any  negotiations  with any
person regarding any such venture.

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

     Other than  maintaing its good  corporate  standing in the State of Nevada,
compromising  and  settling  its debts and  seeking the  acquisition  of assets,
properties or businesses that may benefit the Company and its stockholders,  the
Company has had no material business  operations in the two most recent calendar
years.

     At  December 31,  2000,  the  Company's  had no  assets.  See the Index to
Financial Statements, Item 7 of this Report.

     During the period ended  December 31, 2000,  the Company had a net loss of
$4,878.  The Company  has  received no revenues in either of its two most recent
calendar years. See the Index to Financial Statements, Item 7 of this Report.

Liquidity.
---------

     The Company has no cash or cash  equivalents  on hand. If additional  funds
are required,  such funds may be advanced by management or stockholders as loans
to the  Company.  Because the  Company has not  identified  any  acquisition  or
venture, it is impossible to predict the amount of any such loan.



I
tem 7.  Financial Statements.
         ---------------------

     Financial Statements for the years ended December 31, 2000 and 1999

          Independent Auditors' Report

          Balance Sheets - December 31, 2000

          Statements of Operations for the years ended
          December 31, 2000 and 1999

          Statements of Stockholders' Equity for the
          years ended December 31, 2000 and 1999

          Statements of Cash Flows for the years ended
          December 31, 2000 and 1999


          Notes to the Financial Statements


<PAGE>



                             Kentex Petroleum, Inc.
                          [A Development Stage Company]
              Financial Statements and Independent Auditors' Report
                                December 31, 2000







<PAGE>

<TABLE>
<CAPTION>


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


                                                                                                                              Page

<S>                                                                                                                             <C>
Independent Auditors' Report                                                                                                    1

Balance Sheet -- December 31, 2000                                                                                              2

Statements of Operations for the twelve month and eight month periods ended
December 31, 2000 and 1999 and for the period from Reactivation [May 8,
1999] through December 31, 2000                                                                                                 3

Statements of Stockholders' Deficit for the period from Reactivation [May 8,
1999] through December 31, 2000                                                                                                 4

Statements of Cash Flows for the twelve month and eight month periods ended
December 31, 2000 and 1999 and for the period from Reactivation [May 8,                                                         5
1999] through December 31, 2000

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, 2000, and the related  statements
of operations,  stockholders'  deficit,  and cash flows for the twelve month and
eight month  periods  ended  December  31, 2000 and 1999 and for the period from
Reactivation [May 8, 1999] through December 31, 2000. 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,  2000,  and  the  results  of
operations  and cash flows for the periods ended  December 31, 2000 and 1999, 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 26, 2001




<PAGE>

<TABLE>
<CAPTION>
                             Kentex Petroleum, Inc.
                          [A Development Stage Company]
                                  Balance Sheet
                                December 31, 2000


                                     ASSETS


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



                      LIABILITIES AND STOCKHOLDERS' DEFICIT



Liabilities:                                                                      
  Current Liabilities:
  Shareholder loan - NOTE 5                                                    $              4,878
                                                                                 ------------------
                      Total Liabilities                                                       4,878

 
Stockholders' Deficit:
  Capital Stock -- 100,000,000 shares authorized having a
   par value of $.001 per share; 2,357,997 shares issued
   and outstanding - NOTE 4                                                                   2,358
  Additional Paid-in Capital                                                              2,073,802
  Accumulated Deficit                                                                    (2,041,500)
  Deficit accumulated during development stage                                              (39,538)
                                                                                 ------------------
                Total Stockholders' Deficit                                                  (4,878)
                                                                                 ------------------
        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 twelve month and eight month periods ended December 31, 2000 and 1999 and for
      the period from Reactivation [May 8, 1999] through December 31, 2000


                                                                      Reactivation       Reactivation
                                                                        through             through
                                                                        December           December
                                                      2000              31, 1999           31, 2000
                                                  -------------     ----------------    ---------------
<S>                                            <C>          <C> <C>              <C> <C>            <C>
Revenues                                       $           -0-  $               -0-  $             -0-

General & Administrative Expenses                        4,878               34,660             39,538
                                                  -------------     ----------------    ---------------

               Operating Loss                           (4,878)             (34,660)           (39,538)

                                                  -------------     ----------------    ---------------
        Net Loss Before Income Taxes                    (4,878)             (34,660)           (39,538)

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

Net Loss                                                (4,878)             (34,660)           (39,538)
                                               $                $                    $
                                                  =============     ================    ===============



Basic and Diluted Loss Per Share               $          (.01) $              (.05) $            (.03)
                                                  =============     ================    ===============

Weighted Average Shares Outstanding                  2,357,997              829,694          1,432,598
                                                  =============     ================    ===============





                 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, 2000


                                                             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, 1999  13,500,000         13,500                                               13,500
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
                            ------------     ----------     ------------      -----------      -------------
Issued shares attributable to
rounding in 1999 reverse split    56,664             57              (57)                                  0
Net loss for the Year Ended
December 31, 2000                                                                 (4,878)            (4,878)
                               2,357,997          2,358        2,073,802      (2,081,038)            (4,878)
                            ============     ==========     ============      ===========      =============














                 See accompanying notes to financial statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                             Kentex Petroleum, Inc.
                          [A Development Stage Company]
                            Statements of Cash Flows
 For the years ended December 31, 2000 and 1999, and for the period from Reactivation
                     [May 8, 1999] through December 31, 2000

                                                                         Reactivation     Reactivation
                                                                           through           through
                                                                           December         December
                                                             2000          31, 1999         31, 2000
                                                            ------      ------------     -------------
Cash Flows Provided by/(Used for) Operating Activities
<S>                                                   <C>             <C>              <C>             
Net Loss                                              $        (4,878)$      (34,660)  $       (39,538)
Adjustments to reconcile net income to net cash provided by
 operating activities:
     Increase in shareholder loan                               4,878                            4,878
     Stock issued for services/expenses                                       34,660            34,660
                                                          -----------    ------------     -------------
       Net Cash Used for Operating Activities                    -0-             -0-               -0-

           Net Increase/(Decrease) in Cash                       -0-             -0-               -0-

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

Ending Cash Balance                                   $          -0-  $          -0-   $           -0-
                                                          ===========    ============     =============

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
















                 See accompanying notes to financial statements.

</TABLE>


<PAGE>


                             Kentex Petroleum, Inc.
                          [A Development Stage Company]

                          Notes to Financial Statements
                                December 31, 2000

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

               Kentex  Petroleum,  Inc.  (Company) 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,  2000 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, 2000.




<PAGE>

                             Kentex Petroleum, Inc.
                          [A Development Stage Company]
                          Notes to Financial Statements
                                December 31, 2000
                                   [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, 2000 amounting to $39,538,  has no assets, and has a
               net working  capital  deficiency  at  December  31,  2000.  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 include 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  2015. 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
Description                                Balance          Tax           Rate
--------------------------------------- -------------- ------------- ----------
   Federal Income Tax                       $1,070,702      $364,039      34%
   State Income Tax                                -0-           -0-      -0-
   Valuation allowance                                      (364,039)
                                                        -------------
        Deferred tax asset 12/31/99                               $0


<PAGE>

                                      
                                     Kentex Petroleum, Inc.
                                  [A Development Stage Company]
                                  Notes to Financial Statements
                                        December 31, 2000
                                           [Continued]

NOTE 4         COMMON STOCK/RELATED PARTY TRANSACTION

               The  Company  issued  shares  of  common  stock  during  1999  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. In
               2000,  the Company  issued 56,664 shares of common stock to cover
               rounding in the reverse split.

NOTE 5         RELATED PARTY TRANSACTIONS

               A  shareholder  has paid general and  administrative  expenses on
               behalf of the Company,  through December 31, 2000, of $4,878. The
               Company has recorded a liability for this amount which is payable
               on demand and is non-interest bearing.


<PAGE>


I
tem 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
------------------------------------------------------------------------

     None; not applicable.



                                    PART III


Item 9. Directors, Executive Officers, Promoters and Control  Persons;
Compliance with Section 16(a) of the Exchange Act.

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

     The  following  table sets  forth the names of all  current  directors  and
executive  officers  of the  Company.  These  persons  will serve until the next
annual  meeting of the  stockholders  or until their  successors  are elected or
appointed and qualified, or their prior resignation or termination.


<TABLE>
<CAPTION>

                                        Date of         Date of
                    Positions           Election or     Termination
Name                  Held              Designation     or Resignation
----                  ----              -----------   --------------
<S>                                         <C>              
JAMES P. DOOLIN      DIRECTOR &         MAY-08-99           *
                     PRESIDENT

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

SHANE THUESON        DIRECTOR &         SEP-27-99           *
                     SECRETARY



</TABLE>

     * These persons presently serve in the capacities indicated.

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 with a
bachelor of arts,  history degree. Mr. Thueson is currently working with a movie
production firm in Los Angeles, California.

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

     The Company has no employees  who are not executive  officers,  but who are
expected to make a significant contribution to the Company's business.

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

     There are no family relationships.


<PAGE>

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

     Except as stated  above,  during the past five years,  no director,  person
nominated to become a director, executive officer, promoter or control person 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 Securities and Exchange  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.


Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Each of the Company's directors has filed a Form 3, Statement of Beneficial
Ownership,  with the  Securities  and  Exchange  Commission;  there have been no
changes in their  beneficial  ownership of shares of common stock of the Company
since the filing of their Form 3.

<PAGE>



Item 10. Executive Compensation.
         -----------------------

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


<TABLE>
<CAPTION>

                           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.
<S>          <C>   <C>  <C>   <C>   <C>  <C>     <C>   <C> <C>
Doolin,      12/31/99   0     0     0    18,000  0     0   0
Director,    12/31/00   0     0     0      0     0     0   0
President

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

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



<PAGE>

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 any  subsidiary,  any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.


Item 11. 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%


   *             Duane Jenson is the President of Jenson Services, Inc., and may
                 be deemed the beneficial owner of Jenson Services, Inc.
</TABLE>



<PAGE>


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.
-------------------

     To the  knowledge  of  the  Company's  management,  there  are  no  present
arrangements or pledges of the Company's securities which may result in a change
in control of the Company.


Item 12. Certain Relationships and Related Transactions.
         -----------------------------------------------

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

     For a description  of  transactions  between  members of  management,  five
percent  stockholders,  "affiliates",  promoters  and  finders,  see the caption
"Sales of 'Unregistered' and 'Restricted'  Securities Over the Past Three Years"
of Item I.


<PAGE>


Item 13. Exhibits and Reports on Form 8-K.
         ---------------------------------

Reports on Form 8-K
-------------------

     None; not applicable.

Exhibits
--------

<TABLE>
<CAPTION>

Exhibit
Number                             Description
-------                            -----------
<S>                                <C>

  27                                 Financial Data Schedule
</TABLE>



<PAGE>

                              SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                       KENTEX PETROLEUM, INC.



Date:2/12/01                        /S/ JAMES DOOLIN
                                       James Doolin
                                       President and Director



     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:


                                       KENTEX PETROLEUM, INC.



Date:2/12/01                        /S/ JAMES DOOLIN
                                       James Doolin
                                       President and Director


Date:2/12/01                        /S/ LUKE BRADLEY
                                       Luke Bradley
                                       Vice President and Director






<TABLE> <S> <C>

<ARTICLE>                     5
<CIK>                         0001104485 
<NAME>                        KENTEX PETROLEUM, INC.
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>               DEC-31-2000
<PERIOD-START>                  JAN-01-2000
<PERIOD-END>                    DEC-31-2000
<CASH>                          0
<SECURITIES>                    0
<RECEIVABLES>                   0
<ALLOWANCES>                    0
<INVENTORY>                     0
<CURRENT-ASSETS>                0
<PP&E>                          0
<DEPRECIATION>                  0
<TOTAL-ASSETS>                  0
<CURRENT-LIABILITIES>           4,878
<BONDS>                         0
<PREFERRED-MANDATORY>           0
<PREFERRED>                     0
<COMMON>                        2,358
<OTHER-SE>                     (7,236)
<TOTAL-LIABILITY-AND-EQUITY>    0
<SALES>                         0
<TOTAL-REVENUES>                0
<CGS>                           0
<TOTAL-COSTS>                   0
<OTHER-EXPENSES>                4,878
<LOSS-PROVISION>                0
<INTEREST-EXPENSE>              0
<INCOME-PRETAX>                (4,878)
<INCOME-TAX>                    0
<INCOME-CONTINUING>             0
<DISCONTINUED>                  0
<EXTRAORDINARY>                 0
<CHANGES>                       0
<NET-INCOME>                   (4,878)
<EPS-BASIC>                    (.01)
<EPS-DILUTED>                  (.01)
        

</TABLE>