SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act
June 28, 2005
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Date of Report
(Date of earliest event reported)
KENTEX PETROLEUM, INC.
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(Exact name of registrant as specified in its charter)
Nevada 0-30955 87-0645378
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
4685 Highland Drive, Suite 202
Salt Lake City, Utah 84117
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(Address of Principal Executive Offices)
(801) 278-9424
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(Registrant's Telephone Number)
N/A
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(Former Name or Former Address if changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of
the following provisions (see general instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14-a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.02 Termination of a Material Definitive Agreement.
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Effective as of June 28, 2005, Kentex Petroleum, Inc., a Nevada
corporation (the "Company"), and VidRev Technologies, Inc., a Florida
corporation ("VidRev"), executed a Termination Agreement by which they
mutually terminated the Agreement and Plan of Merger (the "Merger Agreement")
by which VidRev was to merge with and into the Company, with the Company being
the surviving corporation. As part of the Termination Agreement, the Company
also agreed to withdraw the Registration Statements on Forms S-4 and SB-2 that
it had filed with the Securities and Exchange Commission pursuant to the
Merger Agreement. Each party will bear its own expenses in connection with
the negotiation, execution and delivery of the Merger Agreement and the
Termination Agreement.
The Company and VidRev agreed to terminate the Merger Agreement because
of the apparent impossibility of meeting all conditions to closing, including
effectiveness of the Company's Registration Statement on Form S-4, in a timely
manner.
On December 20, 2004, the Company filed with the Securities and Exchange
Commission a Current Report on Form 8-K disclosing the material terms of the
Merger Agreement. A copy of the Termination Agreement with respect thereto is
attached hereto and incorporated by reference. See Item 9.01 of this Current
Report.
Item 9.01 Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired.
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None; not applicable.
(b) Pro Forma Financial Information.
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None; not applicable.
(c) Exhibits.
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Description of Exhibit Exhibit Number
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Termination Agreement 10
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 hereunto duly authorized.
KENTEX PETROLEUM, INC.
By /s/ Sarah E. Jenson
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Sarah E. Jenson, President