U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2005
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File No.
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000-30955
KENTEX PETROLEUM, INC.
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(Name of Small Business Issuer in its Charter)
NEVADA 87-0645378
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(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
4685 South Highland Dr., Suite 202
Salt Lake City, UT 84117
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(Address of Principal Executive Offices)
Issuer's Telephone Number: (801)278-9424
None; Not Applicable.
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(Former Name or Former Address, if changed since last Report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
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Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes No X
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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes X No
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
None, Not Applicable;
APPLICABLE ONLY TO CORPORATE ISSUERS Indicate the number of shares
outstanding of each of the Registrant's classes of common stock, as of the
latest practicable date:
October 15, 2005
2,357,997
PART I - FINANCIAL INFORMATION
Item 1.Financial Statements.
The Financial Statements of Kentex Petroleum, Inc., a Nevada corporation
(the "Company") required to be filed with this 10-QSB Quarterly Report were
prepared by management and commence on the following page. In the opinion of
management, the Financial Statements fairly present the financial condition of
the Registrant.
KENTEX PETROLEUM, INC.
BALANCE SHEETS
September 30, 2005 and December 31, 2004
9/30/2005 12/31/2004
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[Unaudited]
ASSETS
Assets $ 0 $ 0
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Total Assets $ 0 $ 0
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LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Loans from stockholders $ 28,867 $ 18,544
Accounts Payable 317 25,000
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Total Current Liabilities 29,184 43,544
Total Liabilities 29,184 43,544
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Stockholders' Deficit:
Common Stock, $.001 par value;
authorized 100,000,000 shares; issued and
outstanding, 2,357,997 shares 2,358 2,358
Paid-in Capital 2,073,802 2,073,802
Accumulated Deficit, prior to development stage (2,041,500) (2,041,500)
Deficit accumulated during development stage (63,844) (78,204)
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Total Stockholders' Deficit (29,184) (43,544)
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Total Liabilities and Stockholders' Deficit $ 0 $ 0
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KENTEX PETROLEUM, INC.
STATEMENTS OF OPERATIONS
For the Three and Nine Month Periods Ended September 30, 2005, 2004 and
for the Period from Reactivation [May 8, 1999] through September 30, 2005
From the Beginning of
Three Months Three Months Nine Months Nine Months Reactivation on
Ended Ended Ended Ended May 8, 1999 through
9/30/2005 9/30/2004 9/30/2005 9/30/2004 September 30, 2005
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[Unaudited] [Unaudited] [Unaudited] [Unaudited] [Unaudited]
REVENUE
Income $ 0 $ 0 $ 0 $ 0 $ 0
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NET REVENUE 0 0 0 0 0
Operating Expenses
General and Administrative 1,032 10,688 10,640 12,876 88,844
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Total Operating Expenses 1,032 10,688 10,640 12,876 88,844
Other Income
Forgiveness of Debt 0 0 25,000 25,000
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Net Income Before Taxes $ (1,032) $ (10,668) $ 14,360 $ (12,876)$ (63,844)
Income/Franchise taxes 0 0 0 0
Net Income / (loss) (1,032) (10,668) 14,360 (12,876)
Loss (loss) Per Share $ (0.01) $ (0.01) $ 0.00 $ (0.01)
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Weighted Average Shares Outstanding 2,357,997 2,357,997 2,357,997 2,357,997
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KENTEX PETROLEUM, INC.
STATEMENTS OF CASH FLOWS
For the Three and Nine Month Periods Ended September 30, 2005, 2004 and
for the Period from Reactivation [May 8, 1999] through September 30, 2005
From the Beginning of
Three Months Three Months Nine Months Nine Months Reactivation on
Ended Ended Ended Ended May 8, 1999 through
9/30/2005 9/30/2004 9/30/2005 9/30/2004 September 30, 2005
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[Unaudited] [Unaudited] [Unaudited] [Unaudited] [Unaudited]
Cash Flows Used For Operating Activities
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Net Income / (loss) $ (1,032)$ (10,668)$ 14,360 $ (12,876) (63,844)
Adjustments to reconcile net loss to net cash
used in operating activities:
Shares issued for services 0 0 0 0 34,660
Increase/(Decrease) in accounts payable (1,046) 10,000 (24,683) 10,000 317
Increase/(Decrease) in Shareholder Loans 2,078 668 10,323 2,876 28,867
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Net Cash Used For Operating Activities 0 0 0 0 0
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Cash Flows Provided by Financing Activities
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Net Cash Provided by Financing Activities 0 0 0 0
Net Increase In Cash 0 0 0 0
Beginning Cash Balance 0 0 0 0
Ending Cash Balance $ 0 $ 0 $ 0 $ 0
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Notes to Financial Statements
June 30, 2005
NOTE 1 - PRELIMINARY NOTE
The accompanying condensed financial statements have been prepared without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. These interim
financial statements include all adjustments, which in the opinion of
management, are necessary in order to make the financial statements not
misleading. It is suggested that these condensed financial statements be
read in conjunction with the financial statements and notes thereto
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2004.
NOTE 2 - GOING CONCERN
The Company does not have significant assets, nor has it established
operations and has accumulated losses since inception. These factors raise
substantial doubt about the Company's ability to continue as a going
concern. It is the intent of the Company to seek a merger with an existing,
well-capitalized operating company. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
NOTE 3 - RELATED PARTY PAYABLES
A shareholder has paid general and administrative expenses on behalf of the
Company, through September 30, 2005, of $28,867. During the period ended
September 30, 2005, a shareholder paid $1,032 in expenses on behalf of the
Company.
Item 2. Management's Discussion and Analysis or Plan of Operation.
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Plan of Operation.
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Our Company's plan of operation for the next 12 months is to:(i) consider
guidelines of industries in which we may have an interest; (ii) adopt a business
plan regarding engaging in the business of any selected industry; and (iii) to
commence such operations through funding and/or the acquisition of a "going
concern" engaged in any industry selected.
Our Company is not currently engaged in any substantive business activity,
and we have no plans to engage in any such activity in the foreseeable future.
In our present form, we may be deemed to be a vehicle to acquire or merge with a
business or company. Regardless, the commencement of any business opportunity
will be preceded by the consideration and adoption of a business plan by our
Board of Directors. We do not intend to restrict our search for business
opportunities to any particular business or industry, and the areas in which we
will seek out business opportunities or acquisitions, reorganizations or mergers
may include, but will not be limited to, the fields of high technology,
manufacturing, natural resources, service, research and development,
communications, transportation, insurance, brokerage, finance and all medically
related fields, among others. We recognize that the number of suitable potential
business ventures that may be available to us may be extremely limited, and may
be restricted to entities who desire to avoid what such entities may deem to be
the adverse factors related to an initial public offering ("IPO"). The most
prevalent of these factors include substantial time requirements, legal and
accounting costs, the inability to obtain an underwriter who is willing to
publicly offer and sell shares, the lack of or the inability to obtain the
required financial statements for such an undertaking, limitations on the amount
of dilution to public investors in comparison to the stockholders of any such
entities, along with other conditions or requirements imposed by various federal
and state securities laws, rules and regulations and federal and state agencies
that implement such laws, rules and regulations. Any of these types of
transactions, regardless of the particular prospect, would require us to issue a
substantial number of shares of our common stock, that could amount to as much
as 95% of our outstanding securities following the completion of any such
transaction; accordingly, investments in any such private enterprise, if
available, would be much more favorable than any investment in our Company.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none of
which may be determinative or provide any assurance of success. These may
include, but will not be limited to, as applicable, an analysis of the quality
of the particular entity's management personnel; the anticipated acceptability
of any new products or marketing concepts that it may have; the merit of its
technological changes; its present financial condition, projected growth
potential and available technical, financial and managerial resources; its
working capital, history of operations and future prospects; the nature of its
present and expected competition; the quality and experience of its management
services and the depth of its management; its potential for further research,
development or exploration; risk factors specifically related to its business
operations; its potential for growth, expansion and profit; the perceived public
recognition or acceptance of its products, services, trademarks and name
identification; and numerous other factors which are difficult, if not
impossible, to properly or accurately analyze, let alone describe or identify,
without referring to specific objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of changing
market strategies, plant or product expansion, changes in product emphasis,
future management personnel and changes in innumerable other factors. Further,
in the case of a new business venture or one that is in a research and
development mode, the risks will be substantial, and there will be no objective
criteria to examine the effectiveness or the abilities of its management or its
business objectives. Also, a firm market for its products or services may yet
need to be established, and with no past track record, the profitability of any
such entity will be unproven and cannot be predicted with any certainty.
Management will attempt to meet personally with management and key
personnel of the entity providing any potential business opportunity afforded to
our Company, visit and inspect material facilities, obtain independent analysis
or verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
We are unable to predict the time as to when and if we may actually
participate in any specific business endeavor. Our Company anticipates that
proposed business ventures will be made available to us through personal
contacts of directors, executive officers and principal stockholders,
professional advisors, broker dealers in securities, venture capital personnel,
members of the financial community and others who may present unsolicited
proposals. In certain cases, we may agree to pay a finder's fee or to otherwise
compensate the persons who submit a potential business endeavor in which our
Company eventually participates. Such persons may include our directors,
executive officers and beneficial owners our securities or their affiliates. In
this event, such fees may become a factor in negotiations regarding any
potential venture and, accordingly, may present a conflict of interest for such
individuals. Management does not presently intend to acquire or merge with any
business enterprise in which any member has a prior ownership interest.
Our Company's directors and executive officers have not used any particular
consultants, advisors or finders on a regular basis.
Although we currently have no plans to do so, depending on the nature and
extent of services rendered, we may compensate members of management in the
future for services that they may perform for our Company. Because we currently
have extremely limited resources, and we are unlikely to have any significant
resources until we have determined a business or enterprise to engage in or have
completed a merger or acquisition, management expects that any such compensation
would take the form of an issuance of our Company's common stock to these
persons; this would have the effect of further diluting the holdings of our
other stockholders. There are presently no preliminary agreements or
understandings between us and members of management respecting such
compensation.
Substantial fees are often paid in connection with the completion of all
types of acquisitions, reorganizations or mergers, ranging from a small amount
to as much as $400,000. These fees are usually divided among promoters or
founders, after deduction of legal, accounting and other related expenses, and
it is not unusual for a portion of these fees to be paid to members of
management or to principal stockholders as consideration for their agreement to
retire a portion of the shares of common stock owned by them. Management may
actively negotiate or otherwise consent to the purchase of all or any portion of
their common stock as a condition to, or in connection with, a proposed
reorganization, merger or acquisition. It is not anticipated that any such
opportunity will be afforded to other stockholders or that such other
stockholders will be afforded the opportunity to approve or consent to any
particular stock buy-out transaction. In the event that any such fees are paid,
they may become a factor in negotiations regarding any potential acquisition or
merger by our Company and, accordingly, may also present a conflict of interest
for such individuals. We have no present arrangements or understandings
respecting any of these types of fees or opportunities.
None of our directors, executive officers, founders or their affiliates or
associates has had any negotiations with any representatives of the owners of
any business or company regarding the possibility of an acquisition,
reorganization, merger or other business opportunity for our Company; nor are
there any similar arrangements with us.
Item 3. Controls and Procedures.
As of the end of the period covered by this Quarterly Report, we carried
out an evaluation, under the supervision and with the participation of our
President and Vice President, of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on this evaluation, our
President and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at ensuring that information required to be disclosed
or filed by us is recorded, processed or summarized, within the time periods
specified in the rules and regulations of the Securities and Exchange
Commission. It should be noted that the design of any system of controls is
based in part upon certain assumptions about the likelihood of future events,
and there can be no assurance that any design will succeed in achieving its
stated goals under all potential future conditions, regardless of how remote. In
addition, we reviewed our internal controls over financial reporting, and there
have been no changes in our internal controls or in other factors in the last
fiscal quarter that has materially affected our internal controls over financial
reporting.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
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None; not applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
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None; not applicable.
Item 3. Defaults Upon Senior Securities.
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None; not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
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None; not applicable.
Item 5. Other Information.
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None; not applicable.
Item 6.Exhibits and Reports on Form 8-K.
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(a) Exhibits
EX 31 Certification of Sarah Jenson, the Company's President, pursuant to
section 302 of the Sarbanes-Oxley Act of 2002
EX 31.1 Certification of Lisa Howells, the Company's Secretary, pursuant
to section 302 of the Sarbanes-Oxley Act of 2002
EX 32 Certification of Sarah Jenson andLisa Howells pursuant to
section 906 of the Sarbanes-Oxley Act of 2002
(b)Current Reports on Form 8-K.
Current Report on Form 8-K as filed on June 29, 2005 regarding termination
of VidRev agreement, is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
KENTEX PETROLEUM, INC.
Date: 10-31-05 By/S/ Sarah Jenson
Sarah E. Jenson, President and Director
Date: 10-31-05 By/S/ Lisa Howells
Lisa Howells, Secretary, Treasurer and Director