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, 2004 ----------------- [ ] 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) 4685 HIGHLAND DRIVE, SUITE 202 SALT LAKE CITY, UTAH 84117 -------------------------- (Address of Principal Executive Offices) Issuer's Telephone Number: (801) 278-9424 None; Not Applicable. --------------------- (Former Name or Former Address, if changed since last Report) 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, 2004 - $0. 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, 2004 - $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: December 31, 2004 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 --- --- 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. The closing of the merger with VidRev Technologies, Inc., as discussion under the caption "Material Changes of Control" below, would result in the Company filing with the Nevada Secretary of State Amended and Restated Articles of Incorporation reflecting the change of the Company's name to "VidRev Technologies, Inc." See Current Reports on Form 8-K, Part III, Item 13 of this Report. Material Changes of Control Since Inception and Related Business History ------------------------------------------------------------------------ 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. On December 31, 2002, James Doolin, President and Director, Luke Bradley, Vice President and Director and Shane Thueson, Secretary and Director accepted the appointment of Sarah Jenson as President and Director, Victoria Jenson as Vice President and Director and Lisa Howells as Secretary/Treasurer and Director, and in seriatum, resigned from their respective positions with the Company. On December 20, 2004, Kentex Petroleum, Inc. and VidRev Technologies, Inc., a Florida corporation ("VidRev"), executed an Agreement and Plan of Merger (the "Merger Agreement"), by which VidRev agreed to merge with and into the Company, with the Company being the surviving corporation. The Boards of Directors and the majority stockholders of the Company voted to adopt the Merger Agreement on December 9, 2004, and December 14, 2004, respectively. The closing of the merger is subject to the Company's prior filing with the Securities and Exchange Commission (the "Commission") of a joint Information Statement/Prospectus on Form S-4 with respect to the merger and the issuance of the Company's shares to the stockholders of VidRev, and the Commission's declaration of effectiveness of such S-4 Registration Statement. The Form S-4 was filed on January 3, 2005 and has not been declared effective. Subsequent to the date of this report management is currently considering withdrawing the Form S-4 filing and may file a preliminary Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended. However, management cannot make assurances that the merger will be consummated or the filing of the 14(c) will be made. The closing of the merger would result in a change of control. See Part III Item 13, Exhibits and Reports on Form 8-K whereby the Company's Current Report on Form 8-K, as filed on 12/20/2004, is incorporated herein by reference. Duane Jenson benefically owns 1,634,640 or 69.3% of its outstanding common stock. See the caption, "Security Ownership of Certain Beneficial Owners and Management," Item 4. Business. - --------- The Company was organized by the directors principally for the purpose of engaging in any lawful 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 If the merger with VidRev is completed it would result in Kentex's operations becoming those of VidRev. For a discussion regarding the potential merger see "Material Changes of Control Since Inception and Related Business History" above and Part III Item 13, Exhibits whereby the Company's Registration Statement on Form SB-2, as filed on 1/26/2005, is incorporated herein by reference. 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. - ------------ Risk Factors Relating to VidRev. -------------------------------- For Risk Factors relating to VidRev See Part III Item 13, Exhibits whereby the Company's Registration Statement on Form SB-2, as filed on 1/26/2005, is incorporated herein by reference. The Company has received comments from the Securities and Exchange Commission regarding the submission and anticipates filing an amendment accordingly. Risk Factors in the event VidRev merger is not completed. --------------------------------------------------------- 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. 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. Principal Products or Services and their Markets. - ------------------------------------------------- None; Not applicable. However, if the merger with VidRev is completed it would result in Kentex's operations becoming those of VidRev's. See Part III Item 13, Exhibits whereby the Company's Registration Statement on Form SB-2, as filed on 1/26/2005, is incorporated herein by reference. The Company has received comments from the Securities and Exchange Commission regarding the submission and anticipates filing an amendments accordingly. Competition. - ------------ Management believes that there are literally thousands of "blank check" companies engaged in endeavors similar to those engaged in by the Company; many of these companies have substantial current assets and cash reserves. Competitors also include thousands of other publicly-held companies whose business operations have proven unsuccessful, and whose only viable business opportunity is that of providing a publicly-held vehicle through which a private entity may have access to the public capital markets. There is no reasonable way to predict the competitive position of the Company or any other entity in the strata of these endeavors; however, the Company, having limited assets and cash reserves, will no doubt be at a competitive disadvantage in competing with entities which have recently completed IPO's, have significant cash resources and have recent operating histories when compared with the complete lack of any substantive operations by the Company for the past several years. If we complete the VidRev merger we will be subject to the competitive environment as outlined in the Form SB-2, as filed on 1/26/2005, and incorporated herein by reference. 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. Sarbanes-Oxley Act. - ------------------- On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"). The Sarbanes-Oxley Act imposes a wide variety of new regulatory requirements on publicly-held companies and their insiders. Many of these requirements will affect us. For example: * Our chief executive officer and chief financial officer must now certify the accuracy of all of our periodic reports that contain financial statements; * Our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures; and * We may not make any loan to any director or executive officer and we may not materially modify any existing loans. The Sarbanes-Oxley Act has required us to review our current procedures and policies to determine whether they comply with the Sarbanes-Oxley Act and the new regulations promulgated thereunder. We will continue to monitor our compliance with all future regulations that are adopted under the Sarbanes- Oxley Act and will take whatever actions are necessary to ensure that we are in compliance. Research and Development. - ------------------------ None; Not applicable. Cost and Effects of Compliance with Environmental Laws. - ------------------------------------------------------ None; Not applicable. Number of Employees. - ------------------- None; Not applicable. Item 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 a 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. For a Description of Property relating to VidRev See Part III Item 13, Exhibits whereby the Company's Registration Statement on Form SB-2, as filed on 1/26/2005, is incorporated herein by reference. The Company has received comments from the Securities and Exchange Commission regarding the submission and anticipates filing an amendment accordingly. 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. - ------------------------------------------------------------- On December 20, 2004, Kentex Petroleum, Inc. and VidRev Technologies, Inc., a Florida corporation ("VidRev"), executed an Agreement and Plan of Merger (the "Merger Agreement"), by which VidRev agreed to merge with and into the Company, with the Company being the surviving corporation. The Board of Directors and the majority stockholders of the Company voted to adopt the Merger Agreement on December 9, 2004, and December 14, 2004, respectively. Subsequent to the date of this report management is currently considering withdrawing the Form S-4 filing and may file a preliminary Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended. However, management cannot make assurances that the merger will be consummated or the filing of the 14(c) will be made. During the year ended December 31, 2004, no additional matter was submitted to a vote of the Company's securities holders, whether through the solicitation of proxies or otherwise. PART II Item 5. Market for Common Equity and Related Stockholder Matters. - ------------------------------------------------------------------ Equity Compensation Plans. - --------------------------- None; Not Applicable. However, subject to the closing of the Merger Agreement, the Company will adopt a 2005 Stock Option Plan in substantially the same form as attached to the Merger Agreement. See the Current Report on Form 8-K contained in the Exhibit Index of Part III, Item 13 of this report. Purchases of Equity Securities by the Small Business Issuer and Affiliated Purchasers. - ----------------------- None; Not Applicable. 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. - ------------------------------------------------------------------------------ There have been no sales of the Company's unregistered securities in the past five years or since November 1999. Item 6. Management's Discussion and Analysis or Plan of Operation. - ------------------------------------------------------------------- Plan of Operation. - ------------------ On December 20, 2004, Kentex Petroleum, Inc. and VidRev Technologies, Inc., a Florida corporation ("VidRev"), executed an Agreement and Plan of Merger (the "Merger Agreement"), by which VidRev agreed to merge with and into the Company, with the Company being the surviving corporation. The Board of Directors and the majority stockholders of the Company voted to adopt the Merger Agreement on December 9, 2004, and December 14, 2004, respectively. The closing of the merger is subject to the Company's prior filing with the Securities and Exchange Commission (the "Commission") of a joint Information Statement/Prospectus on Form S-4 with respect to the merger and the issuance of the Company's shares to the stockholders of VidRev, and the Commission's declaration of effectiveness of such S-4 Registration Statement. The Form S-4 was filed on January 3, 2005 and has not been declared effective. Subsequent to the date of this report management is currently considering withdrawing the Form S-4 filing and may file a preliminary Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended. However, management cannot make assurances that the merger will be consummated or the filing of the 14(c) will be made. The closing of the merger would result in a change of control. See Part III Item 13, Exhibits and Reports on Form 8-K whereby the Company's Current Report on Form 8-K, as filed on 12/20/2004, is incorporated herein by reference. In the event the merger is consummated with VidRev a discussion on the Plan of Operations relating to VidRev please See Part III Item 13, Exhibits whereby the Company's Registration Statement on Form SB-2, as filed on 1/26/2005, is incorporated herein by reference. The Company has received comments from the Securities and Exchange Commission regarding the submission and anticipates filing an amendments accordingly. 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, if the VidRev transaction is not completed, 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, 2004, 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 maintaining 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, 2004, the Company's had no assets. See the Index to Financial Statements, Item 7 of this Report. During the period ended December 31, 2004, the Company had a net loss of $30,084 as compared to $2,872 for the same period ended December 31, 2003. The increase in expenses is a direct result of legal expenses related to the VidRev transaction. 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. Item 7. Financial Statements. - ------------------------------ Independent Auditors' Report Balance Sheet -- December 31, 2004 Statements of Operations for the years ended December 31, 2004 and 2003 and for the period from Reactivation [May 8, 1999] through December 31, 2004 Statements of Stockholders' Deficit for the period from Reactivation [May 8, 1999] through December 31, 2004. Statements of Cash Flows for the years ended December 31, 2004 and 2003 and for the period from Reactivation [May 8, 1999] through December 31, 2004 Notes to Financial Statements Kentex Petroleum, Inc. [A Development Stage Company] Financial Statements and Report of Registered Independent Public Accounting Firm December 31, 2004
Kentex Petroleum, Inc. [A Development Stage Company] TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm 1 Balance Sheet -- December 31, 2004 2 Statements of Operations for the years ended December 31, 2004 and 2003 and for the period from Reactivation [May 8, 1999] through December 31, 2004 3 Statements of Stockholders' Deficit for the period from Reactivation [May 8, 1999] through December 31, 2004. 4 Statements of Cash Flows for the years ended December 31, 2004 and 2003 and for the period from Reactivation [May 8, 1999] through December 31, 2004 5 Notes to Financial Statements 6 -- 11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 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, 2004, and the related statements of operations, stockholders' deficit, and cash flows for the years ended December 31, 2004 and 2003 and for the period from Reactivation [May 8, 1999] through December 31, 2004. 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides 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, 2004, and the results of its operations and cash flows for the periods ended December 31, 2004 and 2003, in conformity with U.S. 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 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. Mantyla McReynolds Salt Lake City, Utah February 21, 2005
Kentex Petroleum, Inc. [A Development Stage Company] Balance Sheet December 31, 2004 ASSETS Assets $ 0 ------------------ Total Assets $ 0 ================== LIABILITIES AND STOCKHOLDERS' DEFICIT Liabilities: Current Liabilities: Accounts Payable $ 25,000 Shareholder loan - NOTE 5 18,544 ------------------ Total Current Liabilities 43,544 ------------------ Total Liabilities 43,544 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 (78,204) ------------------ Total Stockholders' Deficit (43,544) ------------------ Total Liabilities and Stockholders' Deficit $ 0 ==================
See accompanying notes to financial statements. 2
Kentex Petroleum, Inc. [A Development Stage Company] Statements of Operations For the years ended December 31, 2004 and 2003 and for the period from Reactivation [May 8, 1999] through December 31, 2004 Reactivation through December 2004 2003 31, 2004 ------------- ---------------- --------------- Revenues $ 0 $ 0 $ 0 General & Administrative Expenses 30,084 2,872 78,204 ------------- ---------------- --------------- Operating Loss (30,084) (2,872) (78,204) Other Income or Expense 0 0 0 ------------- ---------------- --------------- Net Loss Before Income Taxes (30,084) (2,872) (78,204) Current Year Provision for Income Taxes 0 0 0 ------------- ---------------- --------------- Net Loss $ (30,084) $ (2,872) $ (78,204) ============= ================ =============== Basic and Diluted Loss Per Share $ (0.01) $ (0.01) $ (0.04) ============= ================ ============== Weighted Average Shares Outstanding 2,357,997 2,357,997 2,181,386 ============= ================ ==============
See accompanying notes to financial statements. 3
Kentex Petroleum, Inc. [A Development Stage Company] Statements of Stockholders' Deficit For the Period from Reactivation [May 8, 1999] through December 31, 2004 Additional Net Common Common Paid-in Accumulated Stockholders' Shares Stock Capital Deficit Deficit ------------ ---------- ------------ ----------- -------------- Balance, May 8, 1999 (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) ------------ ------------ ------------ ------------ ------------ Balance, December 31, 2000 .......... 2,357,997 2,358 2,073,802 (2,081,038) (4,878) Net loss for the Year Ended December 31, 2001 ................... (2,698) (2,698) ------------ ------------ ------------ ------------ ------------ Balance, December 31, 2001 .......... 2,357,997 2,358 2,073,802 (2,083,736) (7,576) Net loss for the Year Ended December 31, 2002 ................... (3,012) (3,012) ------------ ------------ ------------ ------------ ------------ Balance, December 31, 2002 .......... 2,357,997 2,358 2,073,802 (2,086,748) (10,588) Net Loss for the Year Ended December 31, 2003 ................... (2,872) (2,872) ------------ ------------ ------------ ------------ ------------ Balance, December 31, 2003 .......... 2,357,997 2,358 2,073,802 (2,089,620) (13,460) Net Loss for the Year Ended December 31, 2004 ................... (30,084) (30,084) ------------ ------------ ------------ ------------ ------------ Balance, December 31, 2004 .......... 2,357,997 $ 2,358 $ 2,073,802 $ (2,119,704) $ (43,544) ============ ============ ============ ============ ============
See accompanying notes to financial statements. 4
Kentex Petroleum, Inc. [A Development Stage Company] Statements of Cash Flows For the years ended December 31, 2004 and 2003, and for the period from Reactivation [May 8, 1999] through December 31, 2004 Reactivation through December 2004 2003 31, 2004 ------------ ----------- ------------- Cash Flows Provided by/(Used for) Operating Activities Net Loss $ (30,084) $ (2,872) $ (78,204) Adjustments to reconcile net income to net cash provided by operating activities: Increase in Accounts Payable 25,000 0 25,000 Increase in shareholder loan 5,084 2,872 18,544 Stock issued for services/expenses 0 0 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. 5 Kentex Petroleum, Inc. [A Development Stage Company] Notes to Financial Statements December 31, 2004 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 U.S. generally accepted accounting principles. The following summarizes the more significant of such policies: (b) Income Taxes The Company applies 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 basis and tax basis of the Company's assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. (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, 2004. 6 Kentex Petroleum, Inc. [A Development Stage Company] Notes to Financial Statements December 31, 2004 [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 U. S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. (f) Revenue Recognition The Company shall recognize revenues in accordance with the Securities & Exchange Commission Staff Accounting Bulletin (SAB) number 104, "Revenue Recognition." SAB 104 clarifies application of U.S. generally accepted accounting principles to revenue transactions. Accordingly the Company shall recognize revenues when earned which shall be as products or services are delivered to customers. The Company shall also record accounts receivable for revenue earned but not yet collected. An allowance for bad debts shall be provided based on estimated losses. For revenue received in advance of services, the Company shall record a current liability as deferred revenue until the earnings process is complete. (g) Impact Of New Accounting Standards In December 2003, the FASB revised SFAS No. 132, "Employers' Disclosures about Pensions and other Postretirement Benefits," ("SFAS No. 132") establishing additional annual disclosures about plan assets, investment strategy, measurement date, plan obligations and cash flows. In addition, the revised standard established interim disclosure requirements related to the net periodic benefit cost recognized and contributions paid or expected to be paid during the current fiscal year. The new annual disclosures are effective for financial statements with fiscal years ending after December 15, 2003 and the interim-period disclosures are effective for interim periods beginning after December 15, 2003. The Company has adopted the annual disclosures for its fiscal year ending November 30, 2004 and the 7 Kentex Petroleum, Inc. [A Development Stage Company] Notes to Financial Statements December 31, 2004 [Continued] NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [continued] interim disclosures for its fiscal quarter ending March 31, 2004. The adoption of the revised SFAS No. 132 will have no impact on the Company's results of operation or financial condition. In March 2004, the Financial Accounting Standards Board published an Exposure Draft Share-Based Payment, an Amendment of FASB Statements No. 123 and 95. The proposed change in accounting would replace existing requirements under SFAS 123, Accounting for Stock-Based Compensation, and APB Opinion No. 25, Accounting for Stock Issued to Employees. Under this proposal, all forms of share-based payments to employees, including employee stock options, would be treated the same as other forms of compensation by recognizing the related cost in the income statement. The expense of the award would generally be measured at fair value at the grant date. Current accounting guidance requires that the expense relating to so-called fixed plan employee stock options only be disclosed in the footnotes to the financial statements. The comment period for the exposure draft ended November 30, 2004. NOTE 2 LIQUIDITY/GOING CONCERN The Company has accumulated losses since Reactivation through December 31, 2004 amounting to $78,204, has no assets, and has a net working capital deficiency at December 31, 2004. These factors raise substantial doubt about the Company's ability to continue as a going concern. Financing for the Company's limited activities to date has been provided primarily by the issuance of stock and by advances from a stockholder(see NOTE 4). The Company's ability to achieve a level of profitable operations and/or additional financing impacts the Company's ability to continue as it is presently organized. Management continues to develop its planned principal operations or may find a well-capitalized merger candidate to commence its operations. Should management be unsuccessful in its operating activities, the Company may experience material adverse effects. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 8 Kentex Petroleum, Inc. [A Development Stage Company] Notes to Financial Statements December 31, 2004 [Continued] 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 2024. 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 $78,204 $14,839 18.97% Valuation allowance (14,839) ------------- Deferred tax asset 12/31/04 $0 The valuation allowance has increased $7,621 from $7,218 at December 31, 2003. The increase is due to the benefits of current year net operating loss carry forwards. Deferred tax assets recognized for deductible temporary differences and loss carryforwards total $14,839. The Company has the following carryforwards available at December 31, 2004: Operating Losses Amount Expires 34,660 2019 4,878 2020 2,698 2021 3,012 2022 2,872 2023 30,084 2024 The effective tax rate for continuing operations differs from the statutory tax rate as follows: Years ended December 31, 2004 2003 Federal Statutory Income Tax Rate 19% 15% Valuation Allowance (19%) (15%) Effective income tax rate 0% 0% 9 Kentex Petroleum, Inc. [A Development Stage Company] Notes to Financial Statements December 31, 2004 [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. Pre-split Post-split Purpose for Issuance Recipient Shares Shares - -------------------------- ----------------- --------------- --------------- Reimbursed expenses Shareholder 1,410,000 5,640 Compensation/services Directors 13,500,000 54,000 Reimbursed expenses Consultant / Shareholder 2,200,000 --------------- --------------- 14,910,000 2,259,640 =============== =============== 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 were 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, 2004, of $18,544. The Company has recorded a liability for this amount which is payable on demand and is non-interest bearing. 10 Kentex Petroleum, Inc. [A Development Stage Company] Notes to Financial Statements December 31, 2004 [Continued] NOTE 6 CONTINGENCIES, RISKS, AND UNCERTAINTIES On December 20, 2004, Kentex Petroleum, Inc. adopted the Agreement and Plan of Merger with VidRev Technologies, Inc. The merger may be finalized once a Certificate of Merger is filed with the Secretary of State of the State of Nevada and the Secretary of State of the State of Florida. This will be filed once all of the conditions to the merger have been met or waived by all parties involved. As of the date of this audit report, the merger has not been finalized. 11 Item 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. - -------------------------------------------------- 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. 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.
Date of Date of Positions Election or Termination Name Held Designation or Resignation - ---- ---- ----------- -------------- Sarah E. Jenson Director & DEC-31-02 * President Victoria Jenson Director & DEC-31-02 * Vice Presidnet Lisa Howells Director & DEC-31-02 * Secretary, Treasurer James P. Doolin Director & MAY-08-99 DEC-31-02 President Luke Bradley Director & SEP-28-99 DEC-31-02 Vice President Shane Thueson Director & SEP-27-99 DEC-31-02 Secretary
* These persons presently serve in the capacities indicated. Business Experience. - -------------------- Sarah E. Jenson, President and a director is 33 years of age. Mrs. Jenson graduated from the University of Utah, in Salt Lake City with a Bachelors of Science degree in 1995. Mrs. Jenson has been working as a Personal Trainer for the past 8 years. Victoria Jenson, Vice President and director is 37 years of age. Until last year Mrs. Jenson has been owner/operator of a model and talent services for Salt Lake City area events and corporations. Lisa Howells, Secretary and director is 42 years of age. Mrs. Howells holds a B.S. degree in Marketing from the University of Phoenix. Until 5 years ago she served as the Executive Assistant to the CEO of a large public refrigerated truck transport company in Salt Lake City, Utah. She also served in the finance department with the same company. Committees - ---------- There are no established committees. The Company does not currently have a financial expert serving on an audit committee as one does not currently exist because there are currently no material operations. 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. - --------------------- Sarah Jenson and Victoria Jenson are sister-in-laws. Other than the aforementioned, there are no family relationships between any of the officers and directors of the Company. 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. Code of Ethics. - --------------- The Company is in the process of adopting a Code of Ethics for our executive officers. We expect to adopt such a Code of Ethics at our next Board of Directors meeting. Item 10. 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 - ----------------------------------------------------------------- Sarah E. 12/31/04 0 0 0 0 0 0 0 Jenson, 12/31/03 0 0 0 0 0 0 0 President, 12/31/02 0 0 0 0 0 0 0 Director Victoria 12/31/04 0 0 0 0 0 0 0 Jenson 12/31/03 0 0 0 0 0 0 0 Vice Pres., 12/31/02 0 0 0 0 0 0 0 Director Lisa 12/31/04 0 0 0 0 0 0 0 Howells, 12/31/03 0 0 0 0 0 0 0 Sec.,Tres 12/31/02 0 0 0 0 0 0 0 Director 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, 2004, 2003 or 2002. 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 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 - ---------------- ------------------ -------- Travis T. Jenson 364,000 15.4% Duane S. Jenson* 1,634,640 69.3% * Includes shares held by Jenson Services of which Duane Jenson is the CEO of Jenson Services, Inc., and may be deemed the beneficial owner of Jenson Services, Inc. shares
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 Beneficially Owned of Class - ---------------- ------------------ ------------- Sarah E. Jenson 364,000* 15.4% 8842 Highfield Rd. Park City, UT 84098 Victoria Jenson 0 0% 89 Lone Hollow Dr. Sandy, UT 84092 Lisa Howells 182,000** 7.7% 8495 S. Terrace Dr. Sandy, UT 94093 Total Officers & Directors 546,000 23.1% * Shares are owned by Travis Jenson, Sarah's husband and she may be deemed a beneficial owner of such shares. **Shares are owned by Thomas Howells, Lisa's husband and she may be deemed a beneficial owner of such shares. Changes in Control. - ------------------- On December 20, 2004, Kentex Petroleum, Inc. and VidRev Technologies, Inc., a Florida corporation ("VidRev"), executed an Agreement and Plan of Merger (the "Merger Agreement"), by which VidRev agreed to merge with and into the Company, with the Company being the surviving corporation. The Board of Directors and the majority stockholders of the Company voted to adopt the Merger Agreement on December 9, 2004, and December 14, 2004, respectively. The closing of the merger is subject to the Company's prior filing with the Securities and Exchange Commission (the "Commission") of a joint Information Statement/Prospectus on Form S-4 with respect to the merger and the issuance of the Company's shares to the stockholders of VidRev, and the Commission's declaration of effectiveness of such S-4 Registration Statement. The Form S-4 was filed on January 3, 2005 and has not been declared effective. Subsequent to the date of this report management is currently considering withdrawing the Form S-4 filing and may file a preliminary Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended. However, management cannot make assurances that the merger will be consummated or the filing of the 14(c) will be made. The closing of the merger would result in a change of control. See Part III Item 13, Exhibits and Reports on Form 8-K whereby the Company's Current Report on Form 8-K, as filed on 12/20/2004, is incorporated herein by reference. Except as discussed above to the knowledge of the Company's management, there are no additional 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. Item 13. Exhibits and Reports on Form 8-K. - ------------------------------------------ Reports on Form 8-K. - -------------------- Current Report on Form 8-K*, as filed on 12/20/2004. The 8-K contains a complete discussion of the material terms and exhibits relating to an Agreement and Plan of Merger (the "Merger Agreement"), by which VidRev agreed to merge with and into the Company, with the Company being the surviving corporation. The 8-K contains expanded disclosure as required on the following Items: Item 1.01 Entry into a Material Definitive Agreement Item 5.01 Changes in Control of Registrant Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Item 7.01 Regulation FD Disclosure Item 9.01 Financial Statements and Exhibits. On December 20, 2004, Kentex Petroleum, Inc. and VidRev Technologies, Inc., a Florida corporation ("VidRev"), executed an Agreement and Plan of Merger (the "Merger Agreement"), by which VidRev agreed to merge with and into the Company, with the Company being the surviving corporation. The Board of Directors and the majority stockholders of the Company voted to adopt the Merger Agreement on December 9, 2004, and December 14, 2004, respectively. The closing of the merger is subject to the Company's prior filing with the Securities and Exchange Commission (the "Commission") of a joint Information Statement/Prospectus on Form S-4 with respect to the merger and the issuance of the Company's shares to the stockholders of VidRev, and the Commission's declaration of effectiveness of such S-4 Registration Statement. The Form S-4 was filed on January 3, 2005 and has not been declared effective. Subsequent to the date of this report management is currently considering withdrawing the Form S-4 filing and may file a preliminary Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended. However, management cannot make assurances that the merger will be consummated or the filing of the 14(c) will be made. * The Company's Current Report on Form 8-K, as filed on 12/20/2004, is incorporated herein by reference. Exhibits - -------- EX 31.1 Certification of Steve Fry, the Company's President, pursuant to section 302 of the Sarbanes-Oxley Act of 2002 EX 31.2 Certification of Thomas J. Howells, the Company's Secretary, pursuant to section 302 of the Sarbanes-Oxley Act of 2002 EX 32 Certification of Steve Fry and Thomas Howells pursuant to section 906 of the Sarbanes-Oxley Act of 2002 Registration Statement on Form SB-2 as filed on 1/26/05* * These exhibits are incorporated herein by reference. Item 14. Principal Accounting Fees and Services. - ------------------------------------------------- The Following is a summary of the fees billed to the Company by its principal accountants during the fiscal years ended December 31, 2004 and 2003: Fee category 2004 2003 ------------ ---- ---- Audit fees $ 1,246 $ 1,602 Audited-related fees $ 1,965 $ 870 Tax fees $ 0 $ 175 All other fees $ 0 $ 0 ----- ----- Total fees $ 3,211 $ 2,252
Audit Fees. Consists of fees for professional services rendered by our principal accountants for the audit of the Company's annual financial statements and review of the financial statements included in the Company's Forms 10-QSB or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements. Audit-related fees. Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under "Audit fees." Tax fees. Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning. All other fees. Consists of fees for products and services provided by our principal accountants, other than the services reported under "Audit fees," "Audit-related fees," and "Tax fees" above. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors. - --------------------------------- The Company has not adopted an Audit Committee, therefore, there is no Audit Committee policy in this regard. However, the Company does not require approval in advance of the performance of professional services to be provided to the Company by its principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant. SIGNATURES In accordance with 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: 3/30/05 By/S/Sarah E. Jenson Sarah E. Jenson President and Director In accordance with the Securities Exchange Act of 1934 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: 3/30/04 By/S/ Sarah E. Jenson Sarah E. Jenson President and Director Date: 3/31/04 By/S/ Lisa Howells Lisa Howells Secretary, Treasurer and Director