SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                           FORM 10-KSB
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                      EXCHANGE ACT OF 1934

For the year ended July 31, 2001
Commission File No. 000-32367





                   GULFTEX ENERGY CORPORATION
               (FORMERLY SHOPATHOMEKIDS.COM, INC.)
     (Exact name of registrant as specified in its charter)




              Texas                          752882140
     (State of organization)              (I.R.S. Employer
                                        Identification No.)

     1330 Post Oak Boulevard
   Four Oaks Place, Suite 1600
           Houston, TX                         77056
 (Address of principal executive             (Zip Code)
             offices)

Registrant's telephone number, including area code:  (713) 513-7125

Securities registered under Section 12(g) of the Exchange Act:
                                   Common stock, $0.001 par value
                                   per share

Check whether the issuer (1) filed all reports required to be
file by Section 13 or 15(d) of the Exchange Act during the past
12 months and (2) has been subject to such filing requirements
for the past 90 days.  Yes [X]

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

Issuer's Revenue during the year ended July 31, 2001:  $ 0

As  of November 7, 2001, the registrant had 28,063,649 shares  of
its common stock, $0.001 par value, outstanding. Aggregate market
value  of  the voting and non-voting common equity held  by  non-
affiliates based on the price of $0.79 per share (the selling  or
average  bid  and  asked  price) as  of:  November  8,  2001  was
22,170,282.71.

NOTE: The company's stock is not, and has not, been traded or
quoted, and the book value is negative. Therefore, there is no
way to ascertain a market value for the stock.

              DOCUMENTS INCORPORATED BY REFERENCE:

Form 8-K, filed on October 2, 2001.

                             PART I

ITEM 1.   DESCRIPTION OF BUSINESS

                           Background

GulfTex Energy Corporation

History and Organization

We  were formed in the State of Texas as Yippyyahoo.com, Inc.  on
October 27 1999. In June 2000 our name was changed to the name of
Shopathomekids.com,  Inc. At the time  of  the  name  change  the
President Mrs. Romie Krickbaum resigned as President. As a result
of  the  resignation of Mrs. Krickbaums, Mr. Lewis Prowse II  was
elected as the new president and took control at that time.  Also
in  February 2000 there was an 1100 to 1 forward split.  We  were
formed  to allow kids and teens a central gathering place on  the
internet  to chat, play intereactive games and shop for kids  and
teens  products in what we believe to be a safe environment  that
promotes a moral lifestyle.

Pursuant   to  a  Share  Exchange  Agreement  (the  "Agreement"),
Shopathomekids.Com,  Inc., a Texas corporation  (the  "Company"),
acquired  100% of the outstanding shares of common stock ("Common
Stock")  of  GulfTex  Energy  Corporation  ("GulfTex"),  a  Texas
corporation, in exchange for 1 share of Shopathomekids.Com, Inc.,
resulting  in  GulfTex  becoming  a  wholly-owned  subsidiary  of
Shopathomekids.Com. On September 19, 2001, pursuant to  a  Merger
Agreement  (the "Merger") filed with the Secretary  of  State  of
Texas,  Shopathomekids.Com  merged  with  its  wholly-subsidiary,
GulfTex and changed its name to GulfTex Energy Corporation.

Subsequent to the acquisition, the Company has decided  to  adopt
the business plan of GulfTex Energy Corporation (Texas), which is
involved in oil and gas production. GulfTex currently operates  a
web site at www.gulftexenergy.com.

The Business

Oil & Gas Production

GulfTex  is  an independent crude oil and natural gas exploration
and  production  company  based in Houston,  Texas.  The  company
relies   on   growth   strategy,  balancing   acquisitions   with
exploration opportunities. The Company develops and manages  long
life,  producing oil and gas fields with the primary  purpose  of
upgrading  and  increasing  its  oil  and  gas  reserves,   which
management  believes  expands  production  and  builds  financial
strength. Currently, our focus areas include the Permian Basin in
New  Mexico  and Texas, onshore U.S. Gulf Coast and the  Gulf  of
Mexico.

We  find  new  reserves  through the application  of  appropriate
technologies,  including  the use of  3-D  seismic  and  advanced
drilling  and  completion  techniques.  We  utilize  the   latest
technologies and computer applications to enhance exploration and
operations. The use of fit-for-purpose technology is one  of  our
founding business principles.

GTX Drilling

The  Company's  Division  known as GTX  Drilling  is  a  drilling
contractor, with access to and operating a diverse fleet of  rigs
on  a  global  basis. The Company provides offshore  and  onshore
drilling, workover related services in more than 4 countries. The
fleet  of  almost  60  includes: 1 ultra-deepwater  drillship,  3
semisubmersibles,  3  jackups, 2 tender-assisted  rigs,  2  barge
rigs,  4  offshore platform rigs, and 40 land-based drilling  and
workover rigs. GTX Drilling onshore rigs are based in West Texas.
GTX  Drilling understands that its success is directly linked  to
the success of its customers.

GulfTex Shipping

Gulftex  Shipping  acts as a primary broker partner  with  Larvik
d.y.  AS  which  owns  and operates ones of the  world's  largest
fleets, consisting of 95 vessels and 2 new buildings.

Larvik  is the world's largest owner and operator of gas carriers
in  the  size  range 8,000 - 86,000 cbm, and is also the  largest
independent shipping company in U/VLCC tonnage.

Larvik   has  developed  a  large  fleet  of  well-equipped   and
maintained  vessels,  manned by highly  trained  and  experienced
crews.  This  has  enabled  us to meet  charterers'  demands  for
readily available vessels, flexibility in pricing and reliability
in the execution of contracts.

Larvik  intends  to maintain its position as a major  independent
shipping  company  specializing in the transport  of  crude  oil,
liquefied  petroleum gas and dry bulk. This will be  achieved  by
maintaining high levels of customer service and building  on  the
group's strong financial position.

GulfTex Technology

Gulftex  exploits advanced geological and engineering  technology
for  the  evaluation and development of its oil and  gas  assets.
Gulftex  employs dedicated teams of highly trained  personnel  to
evaluate   oil   and  gas  properties  and  to  create   oilfield
development  plans.  These teams are managed through  contractual
relationships  between  Gulftex  and  premier  oilfield   service
providers and consulting firms.

These  teams  focus on all areas of the hydrocarbon recovery  and
production process. This focused collaboration results in quicker
project  evaluation and accelerated development programs.  Highly
developed  technologies  such as 3D  seismic,  underbalanced  and
horizontal drilling, fracture techniques, and downhole  treatment
fluid  tools  are  just  a  few of the oilfield  technologies  in
Gulftex'  portfolio. These advanced technologies and the combined
technical  and operational expertise of Gulftex and  its  service
providers  are critical in the search for new solutions  specific
to increasing an oilfield's recovery and production.

ITEM 2.   DESCRIPTION OF PROPERTY.

We  currently own the following property in connection  with  our
operations:

(a)  As of July 31, 2001, we had computer equipment, software and
office  furniture  valued at $15,217, of this amount  $8,700  was
returned.

(b)  As of July 31, 2001, GulfTex Energy had total net assets  of
$14,604,142. Audited financials for the year ended July 31,  2001
for  GulfTex  Energy Corporation (Texas) will  be  filed  on  its
Current Report on Form 8-K/A on or before December 3, 2001.

ITEM 3.   LEGAL PROCEEDINGS

The  Company  is  not  a  party  to any  material  pending  legal
proceedings and, to the best of its knowledge, no such action  by
or against the Company has been threatened.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No such matters were submitted during the most recent quarter.

                             PART II

ITEM 5.   MARKET   FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER
          MATTERS.

(a) Market Information.

As  of  July  31,  2001, the Company's Shares  were  not  traded.
Subsequent  to  the  fiscal year end, on  August  28,  2001,  the
Company's shares were listed on the OTCBB under the symbol  SHOK.
On  September 21, 2001, its symbol changed to GTXE to reflect the
name change to GulfTex Energy Corporation.

GULFTEX ENERGY CORP
Date           High/Ask       Low/Bid        Close
--------       ----------     ----------     ----------
11/08/01       0.79           0 3/4          0.79
11/07/01       0 3/4          0.70           0 3/4
11/06/01       0 3/4          0.70           0 3/4
11/05/01       0 3/4          0.72           0.72
11/02/01       0.70           0.70           0.70
11/01/01       0.70           0.70           0.70
10/31/01       0 3/4          0.65           0 3/4
10/30/01       1.01           0.56           0 3/4
10/29/01       0.99           0.72           0.76
10/26/01       0.70           0.51           0.70
10/25/01       0.67           0.60           0.60
10/24/01       0.73           0.63           0.65
10/23/01       0.92           0.51           0.70
10/22/01       1.10           0.95           0.95
10/19/01       1 1/4          1.15           1.20
10/18/01       1 1/2          1.05           1.05
10/17/01       1 3/4          1.45           1.55
10/16/01       2              1.60           1 3/4
10/15/01       3 1/2          2 1/2          2 1/2
10/12/01       2 3/4          2 1/2          2 1/2

Source: AOL

(b) Holders of Common Equity.

As  of July 31, 2001, there were 30 shareholders of record of our
common stock.

(c) Dividends.

We have not declared or paid a cash dividend to Stockholders. The
Board  of  Directors presently intends to retain any earnings  to
finance  our  operations and does not expect  to  authorize  cash
dividends  in  the  foreseeable  future.  Any  payment  of   cash
dividends in the future will depend upon The Company 's earnings,
capital requirements and other factors.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

                   12 MONTH PLAN OF OPERATION

This report specifies forward-looking statements of management of
the  company  ("forward-looking statements")  including,  without
limitation,    forward-looking    statements    regarding     our
expectations, beliefs, intentions and future strategies.

Forward-looking  statements  are  statements  that  estimate  the
happening of future events and are not based on historical facts.
Forward-looking  statements  may be  identified  by  the  use  of
forward-looking  terminology, such  as  "could",  "may",  "will",
"expect",    "shall",   "estimate",   "anticipate",   "probable",
"possible",  "should",  "continue", "intend"  or  similar  terms,
variations  of  those terms or the negative of those  terms.  The
forward-looking statements specified in this prospectus have been
compiled by management of the company on the basis of assumptions
made by management and considered by management to be reasonable.
Future  operating results of the company, however, are impossible
to  predict and no representation, guaranty, or warranty is to be
inferred from those forward-looking statements.

General Overview

GulfTex  Energy  Corporation is an integrated  petroleum  Company
involved  in  every aspect of the industry, from exploration  and
production to transportation, refining and retail marketing.

Our  strategy  enhances production and cash flow by  accelerating
and   increasing  recovery  through  advanced  recovery  methods,
drilling  moderate  risk step-out wells on established  producing
leases, upgrading existing recovery systems and cutting operating
costs.  The  Company  will achieve steadily  climbing  production
levels  through  its  field  enhancement  activities  and  timely
acquisitions  and  aims to continue its growth through  the  same
strategy.

We  will  reinvest  net operating cash slows to  expand  existing
production  and  acquire  new  producing  properties  through   a
balanced mix of debt and equity.

The   key  parameters  for  the  Company's  acquisition  strategy
include:

*     acquisition of a majority working interest in any  property
acquired;

*     acquisitions to be completed by private treaty and not  via
competitive  bidding  -  therefore  the  price  more   accurately
reflects value;

*     the  purchase  price reflects the value of proven  category
reserves;

*     the objective is to achieve payback on capital of three  to
four years, or less on funds invested;

*     the ownership of multiple producing assets provides reduced
production and financial risks.

ITEM 7.   FINANCIAL STATEMENTS.

The  Audited  Financial Statements as of July 31,  2001  and  the
period from October 27, 1999 (inception) to July 31, 2000

                         SHOPATHOMEKIDS.COM, INC.
                       (A Development Stage Company)

                           FINANCIAL STATEMENTS

                                 CONTENTS


                                                                   PAGE

INDEPENDENT AUDITORS' REPORT                                          1

BALANCE SHEETS                                                        2

STATEMENTS OF OPERATIONS                                              3

STATEMENT OF STOCKHOLDERS' DEFICIENCY                                 4

STATEMENTS OF CASH FLOWS                                              5

NOTES TO FINANCIAL STATEMENTS                                    6 - 10






                       INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF SHOPATHOMEKIDS.COM, INC.

We  have  audited  the accompanying balance sheets of Shopathomekids.com,
Inc. (A Development Stage Company) as of July 31, 2001 and 2000, and  the
related statements of operations, stockholders' equity and cash flows for
the  year  ended  July  31, 2001, for the period from  October  27,  1999
(inception)  to July 31, 2000, and for the period from October  27,  1999
(inception)  to  July  31,  2001.  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 audits.

We  conducted our audits in accordance with auditing standards  generally
accepted  in the United States of America.  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
Shopathomekids.com, Inc. as of July 31, 2001 and 2000, and the results of
its  operations and its cash flows for the year ended July 31, 2001,  for
the  period from October 27, 2000 (inception) to July 31, 2000,  and  for
the  period  from  October 27, 1999 (inception)  to  July  31,  2001,  in
conformity  with accounting principles generally accepted in  the  United
States of America.

The  accompanying financial statements have been prepared  assuming  that
the  Company continue as a going concern.  As discussed in Note 1 of  the
accompanying financial statements, the Company has no established  source
of  revenue  and  has  limited capital resources.   These  factors  raise
substantial  doubt  about its ability to continue  as  a  going  concern.
Management's plan in regard to these matters is also discussed in Note 1.
These  financial  statements do not include any  adjustments  that  might
result from the outcome of this uncertainty.



                                   MERDINGER,  FRUCHTER, ROSEN  &  CORSO,
                                   P.C.
                                   Certified Public Accountants

New York, New York
September 24, 2001



                         SHOPATHOMEKIDS.COM, INC.
                       (A Development Stage Company)
                              BALANCE SHEETS
 <Table>
 <S>                                                  <C>           <C>
                                                              July 31,
                                                          2001         2000
 ASSETS
  Current assets
   Cash and cash equivalents                             $  1,263      $  8,881

  Property and equipment, net of accumulated
   depreciation of $7,100 and $2,600                       15,217        14,820
  Other assets                                                  -        34,020
                                                       ----------     ---------
     Total assets                                        $ 16,480      $ 57,721
                                                       ==========     =========
 LIABILITIES AND STOCKHOLDER'S EQUITY
  Current Liabilities
   Accrued expense                                       $  5,000      $      -
   Accrued interest                                        22,125         4,125
   Notes payable                                            7,000        10,000
   Advance from officer                                       600             -
                                                       ----------     ---------
   Total current liabilities                               34,725        14,125

  Notes payable, less current portion                      30,000        30,000
                                                       ----------     ---------
     Total liabilities                                     64,725        44,125
                                                       ----------     ---------
 STOCKHOLDERS' EQUITY
   Preferred stock, $0.001 par value;
     50,000,000 shares authorized, no shares
     issued and outstanding                                     -             -
   Common stock, $0.001 par value;
     100,000,000 shares authorized,
    8,504,300 and 8,418,300 shares issued and               8,504         8,418
 outstanding
   Additional paid in capital                              28,084        28,170
   Deficit accumulated during
     the development stage                               (84,833)      (22,992)
                                                       ----------     ---------
     Total stockholders' equity                          (48,245)        13,596
                                                       ----------     ---------
   Total liabilities and stockholders' equity            $ 16,480      $ 57,721
                                                       ==========     =========
 </Table>


The accompanying notes are an integral part of these financial statements.

                                   - 2 -


                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS



   <Table>
   
                                       <c>               <c>              <c>

                                                              October 27, 1999  October 27, 1999
                                                Year Ended     (inception) to    (inception) to
                                                 July 31,         July 31,          July 31,
                                                   2001             2000              2001

   Revenue                                       $       -          $        -         $       -

   Website development                                   -               4,330             4,330
   Marketing, general and administrative            39,341              10,562            49,903
   Interest expense                                 18,000               5,500            23,500
   Depreciation expense                              4,500               2,600             7,100
                                               -----------        ------------      ------------
   Loss from operations before income taxes       (61,841)            (22,992)          (84,833)

   Income tax expense                                    -                   -                 -
                                               -----------        ------------      ------------
   Net loss                                     $ (61,841)          $ (22,992)        $ (84,833)
                                               ===========        ============      ============
   Net loss per share - basic and diluted       $   (0.01)          $        -        $   (0.01)
                                               ===========        ============      ============
   Weighted average shares outstanding           8,439,800           8,281,680         8,362,110
                                               ===========        ============      ============
   </Table>


The accompanying notes are an integral part of these financial statements.

                                      - 3 -


                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                        STATEMENT OF STOCKHOLDERS' EQUITY
<Table>

                             <c>            <c>             <c>             <c>            <c>
                                                                                  Deficit
                                                                                Accumulated
                                        Common Stock            Additional        During
                                    --------------------          Paid-in      Development
                                    Shares         Amount         Capital         Stage         Total
                                  ----------     ----------     ----------     -----------   ----------

Balance, October 27, 1999                  -       $        -      $        -     $       -     $       -

Issuance of founders shares,
 November 20, 1999                 8,140,000            8,140         (8,140)             -             -

Contribution of fixed assets               -                -          13,400             -        13,400

Sale of shares, November 20,
 1999                                 49,500               49           4,077             -         4,126

Issuance of shares for
 interest, November 20, 1999          16,500               17           1,358             -         1,375

Issuance of shares for
 services, November 20, 1999          44,000               44           3,623             -         3,667

Issuance of shares for
 services, June 14, 2000             168,300              168          13,852             -        14,020

Net loss                                   -                -               -      (22,992)      (22,992)
                                 -----------      -----------    ------------    ----------    ----------
Balance, July 31, 2000             8,418,300            8,418          28,170      (22,992)        13,596

Sale of shares, May 2001              86,000               86          21,414             -        21,500

Costs of offering                          -                -        (21,500)             -      (21,500)

Net loss                                   -                -               -      (61,841)      (61,841)
                                 -----------      -----------    ------------    ----------    ----------
Balance, July 31, 2001             8,504,300           $8,504         $28,084     $(84,833)     $(48,245)
                                 ===========      ===========    ============    ==========    ==========
</Table>
The accompanying notes are integral part of these financial statements.
                                      - 4 -


                            SHOPATHOMEKIDS.COM, INC.
                          (A Development Stage Company)
                            STATEMENTS OF CASH FLOWS
  <Table>
  
                                             <c>               <c>               <c>
                                                                    October 27, 1999 October 27, 1999
                                                     Year Ended      (inception) to   (inception) to
                                                      July 31,          July 31,         July 31,
                                                        2001              2000             2001
  CASH FLOWS FROM OPERATING ACTIVITIES
    Net loss                                            $(61,841)          $(22,992)        $(84,833)
    Adjustments to reconcile net loss to net cash
  used
     by operating activities:
    Expenses paid by stockholder                                -              2,626            2,626
    Depreciation                                            4,500              2,600            7,100
    Common stock issued for services                            -              3,667            3,667
    Write-off of offering costs                            12,520                  -           12,520
    Increase in accrued expense                             5,000                  -            5,000
    Increase in accrued interest                           18,000              5,500           23,500
                                                      -----------       ------------      -----------
  Net cash used in operating activities                  (21,821)            (8,599)         (30,420)
                                                      -----------       ------------      -----------
  CASH FLOWS FROM INVESTING ACTIVITIES
    Purchase of equipment                                 (4,897)            (4,020)          (8,917)
                                                      -----------       ------------      -----------
  CASH FLOWS FROM FINANCING ACTIVITIES
    Repayment of notes payable                            (3,000)                  -          (3,000)
    Proceeds from notes payable                                 -             40,000           40,000
    Advance from officer                                      600                  -              600
    Increase in deferred offering costs                         -           (20,000)         (20,000)
    Sale of common stock                                   21,500              1,500           23,000
                                                      -----------       ------------      -----------
  Net cash provided by financing activities                19,100             21,500           40,600
                                                      -----------       ------------      -----------
  Net (decrease) increase in cash and cash                (7,618)              8,881            1,263
  equivalents

  CASH AND CASH EQUIVALENTS
   - Beginning of period                                    8,881                  -                -
                                                      -----------       ------------      -----------
  CASH AND CASH EQUIVALENTS
   - End of period                                         $1,263             $8,881           $1,263
                                                      ===========       ============      ===========
  </Table>

  SUPPLEMENTAL INFORMATION:
        During the initial period October 21, 1999 to July 31, 2001, the Company
     paid no cash for interest or income taxes.
The accompanying notes are an integral part of these financial statements.
                                      - 5 -



                         SHOPATHOMEKIDS.COM, INC.
                       (A Development Stage Company)
                       NOTES TO FINANCIAL STATEMENTS
                           JULY 31,2001 AND 2000



 NOTE 1 -  DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING
           POLICIES

           Nature of Operations
           Shopathomekids.com,  Inc.  (the  "Company")  is  currently   a
           development-stage   company  under  the  provisions   of   the
           Financial  Accounting  Standards Board ("FASB")  Statement  of
           Financial  Accounting Standards ("SFAS") NO. 7.   The  Company
           was  incorporated  under the laws of the  state  of  Texas  on
           October 27, 1999 as Yippyyahoo.com, Inc. and changed its  name
           on June 2, 2000.

           The  Company is a business-to-consumer ("B2C") Internet portal
           that  enables the younger consumer (under 18) the  ability  to
           purchase  safely  online, Email, and chat  with  others.   The
           Company  has developed a website community that offers  access
           to online video games and shopping, as well as chat rooms that
           cater  to both young kids and teenagers.  A proprietary credit
           card  is  currently  in development, called  the  KidZ-n-TeenZ
           credit  card,  which will enable young consumers  to  transact
           online.   The following domain names have been registered  and
           are currently in use:

                 *    www.shopathomekids.com
                 *    www.kidz2000.com
                 *    www.teenz2000.com

           Basis of Presentation
           The  accompanying financial statements have been  prepared  in
           conformity  with  generally  accepted  accounting  principles,
           which  contemplate  continuation of the  Company  as  a  going
           concern.   However, the Company has no established  source  of
           revenue  and  has  limited capital resources.   These  factors
           raise  substantial  doubt  about  the  Company's  ability   to
           continue   as   a  going  concern.   Without  realization   of
           additional  capital, it would be unlikely for the  Company  to
           continue as a going concern.  The financial statements do  not
           include  any  adjustments relating to the  recoverability  and
           classification  of  recorded  asset  amount,  or  amounts  and
           classification  of liabilities that might be necessary  should
           the  Company  be  unable  to continue  in  existence.   It  is
           management's  objective to seek additional capital  through  a
           merger with an existing operating company.

           Use of Estimates
           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 revenue and expenses during  the
           reporting  period.   Actual results could  differ  from  those
           estimates.


                                   - 6 -



                         SHOPATHOMEKIDS.COM, INC.
                       (A Development Stage Company)
                       NOTES TO FINANCIAL STATEMENTS
                          JULY 31, 2001 AND 2000



 NOTE 1 - DESCRIPTION  OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING
           POLICIES (Continued)

           Cash and Cash Equivalents
           The  Company considers all highly liquid investments purchased
           with  original maturities of three months or less to  be  cash
           equivalents.

           Property and Equipment
           Property  and equipment is stated at cost and are  depreciated
           using  the  straight-line method over their  estimated  useful
           lives, generally five years.

           Maintenance and repairs are charged to expense as incurred.

           Concentration of Credit Risk
           The  Company places its cash in what it believes to be credit-
           worthy  financial  institutions.  However, cash  balances  may
           exceed FDIC insured levels at various times during the year.

           Fair Value of Financial Instruments
           The  carrying value of cash and cash equivalents  and  accrued
           expenses  approximates fair value due to the relatively  short
           maturity  of these instruments.  The carrying value  of  notes
           payable approximates fair value.

           Long-lived Assets
           Long-lived assets are reviewed for impairment whenever  events
           or changes in circumstances indicate that the related carrying
           amount may not be recoverable.  Recovery of assets to be  held
           and used is measured by a comparison of the carrying amount of
           the  assets  to  the  future net cash  flows  expected  to  be
           generated by the asset.  If such assets are considered  to  be
           impaired, the impairment to be recognized is measured  by  the
           amount by which the carrying amount of the assets exceeds  the
           fair  value  of  the  assets.  Assets to be  disposed  of  are
           reported  at  the lower of the carrying amount or  fair  value
           less the cost to sell.

           Income Taxes
           Income taxes are provided for based on the liability method of
           accounting  pursuant to SFAS No. 109, "Accounting  for  Income
           Taxes".   Deferred  income  taxes, if  any,  are  recorded  to
           reflect  the  tax consequences on future years of  differences
           between  the  tax  bases of assets and liabilities  and  their
           financial reporting amounts at each year-end.






                                   - 7 -



                         SHOPATHOMEKIDS.COM, INC.
                       (A Development Stage Company)
                       NOTES TO FINANCIAL STATEMENTS
                          JULY 31, 2001 AND 2000



 NOTE 1 - DESCRIPTION  OF BUSINESS AND SUMMARY OF SIGNIFICANT  ACCOUNTING
           POLICIES (Continued)

           Earnings Per Share
           The  Company calculates earnings per share in accordance  with
           SFAS   No.   128,   "Earnings  Per  Share",   which   requires
           presentation of basic earnings per share ("BEPS") and  diluted
           earnings  per  share  ("DEPS").  The computation  of  BEPS  is
           computed  by  dividing income available to common stockholders
           by  the  weighted average number of outstanding common  shares
           during   the  period.   DEPS  gives  effect  to  all  dilutive
           potential  common shares outstanding during the  period.   The
           computation  of DEPS does not assume conversion,  exercise  or
           contingent   exercise  of  securities  that  would   have   an
           antidilutive  effect on earnings.  As of July  31,  2001,  the
           Company has no securities that would effect loss per share  if
           they were to be dilutive.

           On  June  12, 2000, the Company effected a 1,100 for  1  stock
           split.   All  share  and per share items  in  these  financial
           statements  have been retroactively restated to  reflect  this
           stock split.

           Comprehensive Income
           SFAS  No.  130, "Reporting Comprehensive Income",  establishes
           standards  for  the  reporting and  display  of  comprehensive
           income  and  its components in the financial statements.   The
           Company  had  no  items  of  other  comprehensive  income  and
           therefore  has  not  presented a  statement  of  comprehensive
           income.

           Offering Costs
           Offering costs consist primarily of professional fees.   These
           costs  are  charged against the proceeds of the  sale  of  the
           common stock in the periods in which they occur.

NOTE 2 -  PROPERTY AND EQUIPMENT

           Property and equipment is summarized as follows:

                                                  July 31,
                                               -------------
                                             2001          2000
                                           --------      ---------
            Computer Equipment &            $ 18,317        $ 13,420
            Software
            Furniture and Fixtures             4,000           4,000
                                          ----------       ---------
                                              22,317          17,420
            Less: Accumulated                  7,100           2,600
            Depreciation
                                          ----------       ---------
                                            $ 15,217        $ 14,820
                                          ==========       =========

           Depreciation expense for the periods ended July 31,  2001  and
           2000 was $4,500 and $2,600, respectively.


                                   - 8 -



                         SHOPATHOMEKIDS.COM, INC.
                       (A Development Stage Company)
                       NOTES TO FINANCIAL STATEMENTS
                          JULY 31, 2001 AND 2000



 NOTE 3 -  NOTES PAYABLE

           The Company is obligated under two notes payable, as follows:

            *     $10,000  pursuant to a note dated October 28, 1999.   The
            Company  will pay $10,000 interest if the note is  paid  within
            18  months;  if  repaid after 18 months, the Company  will  pay
            interest  of  $20,000.  The Company repaid $3,000 of  principal
            in  June  2001.  The full $20,000 of interest expense has  been
            accrued in the financial statements.

            *     $30,000 pursuant to a note dated June 5, 2000.  The  note
            bears interest at 10% per year and is due on June 5, 2002.

NOTE 4 -  OTHER ASSETS

           Other assets consist of offering costs.  During the year ended
           July  31,  2001,  the  Company  charged  $21,500  against  the
           proceeds  of  the sale of stock.  The balance of  $12,520  has
           been charged to expense.

NOTE 5 -  NON-CASH FINANCIAL ACTIVITIES

           During the initial period ended July 31, 2000:

            *     16,500  shares  of common stock, valued at  $1,375,  were
            issued as a payment of interest on a note.

            *     44,000  shares  of common stock, valued at  $3,667,  were
            issued as a payment for services.

            *     168,300  shares of common stock, valued at $14,020,  were
            issued as a payment for services.

            *     Stockholders contributed fixed assets with  a  historical
            cost basis of $13,400.

NOTE 6 -  SUBSEQUENT EVENTS

           Subsequent to July 31, 2001:

            *     Four stockholders returned a total of 7,147,500 of  the
            8,019,000  shares of common stock owned by them to  treasury.
            In consideration, the Company returned the assets contributed
            by  them, as described in Note 5 above.  These assets  had  a
            book  value of approximately $8,700 at July 31, 2001.   These
            stockholders also agreed to sell the remaining 871,500 shares
            to the shareholder of the acquired company described below.

            *     The members of the Board of Directors resigned and were
            replaced by new members.


                                   - 9 -



                         SHOPATHOMEKIDS.COM, INC.
                       (A Development Stage Company)
                       NOTES TO FINANCIAL STATEMENTS
                          JULY 31, 2001 AND 2000



NOTE 6 -  SUBSEQUENT EVENTS (Continued)

            *     The  Board of Directors authorized a 20.61 for 1  stock
            split.

            *     The  Company  acquired 100% of the  outstanding  common
            stock  of  Gulf Tex Energy Corporation, an operating company,
            in  exchange  for 1 share of common stock.  The Company  then
            merged  with the subsidiary and changed its name to Gulf  Tex
            Energy Corporation.




                                  - 10 -



ITEM 8.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS   ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

The  Registrant has not changed accountants since its  formation,
and  Management has had no disagreements with the findings of its
accountants.

                            PART III

ITEM 9.   DIRECTORS,  EXECUTIVE OFFICERS, PROMOTERS, AND  CONTROL
          PERSONS;  COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
          ACT

The  names,  ages,  and respective positions  of  the  directors,
officers,  and significant employees of Shopathomekids.com,  Inc.
are  set  forth below. There are no other persons  which  can  be
classified as a controlling person of Shopathomekids.com, Inc.

Lewis  Prowse II, 46, our President as well as Director has,  for
the  past  15  years,  been  a partner  in  Anderson  and  Prowse
Services,  a  plumbing and electrical repair service  in  Desoto,
Texas. As the owner/operator he is responsible for all day to day
operations  of  running a successful business including  managing
all  accounts payable and receivable as well as all quarterly and
year end filings.

Larry  E.  Ballard,  26, is our Secretary/Treasurer  and  also  a
Director. Larry has attention to detail and a sincere passion for
the area of bookkeeping and secretarial tasks. From 1998 thru the
present he has been employed by J.M.C. Food Service Distribution,
Inc.   Maintaining  client  accounts  delivering  &   maintaining
products.  Aug.  1995-  Aug. 1998 Larry was  employed  by  P.F.G.
Performance,  Inc.  of  Mckinney,  Tx.  As  a  Customer   Service
Representative.

Tarja  J. Mees, 29, Director, has recently acquired extensive  IT
skills,  as well as in depth knowledge in platforms such  as  Sun
Solaris,  Unix,  and  a  variety of  Internet  based  development
systems.  She held the position of Office Administrator  for  Lew
Lieberbaum & Co., Inc., a retail brokerage firm in Dallas, Texas,
where  she was responsible for the day to day business operations
of  the branch as well as the daily, weekly, monthly reports. She
held  this  position from 1994 to 1996.. From 1996 to  present  ,
Tarja has been the President of TAR Financial, a private business
consulting  company,  where  she has been  involved  in  numerous
private  businesses and in the planning of businesses going  from
private corporations into the public marketplace.

Romie  Krickbaum,  51, Director brings to us  over  20  years  of
Customer Service experience. She is currently employed by  W.N.A.
Cups  Illustrated  as  a Customer Service Representative.  Duties
include    pricing,   accounts   receivable,   and    maintaining
relationships with various clients. From Oct. 1991 thru July 1998
she  was  the  Customer Service Manager for  the  Wal-mart  store
located in Lancaster, Texas.

On  September  6,  2001,  the  Board of  Directors  accepted  the
resignation of Mr. Lewis Prowse II as President and Director. The
Board  then appointed Mr. Marc Dushesne as a member of the Board,
and to act as President, effective immediately.

On  September  6,  2001,  the  Board of  Directors  accepted  the
resignation  of  Larry  E.  Ballard as Secretary,  Treasurer  and
Director,  effective immediately. The Board  then  appointed  Mr.
Graham  Hammond to the Board to fill the vacancy created  by  Mr.
Ballard's resignation.

On  September  6,  2001,  the  Board of  Directors  accepted  the
resignation  of  Tarja Mees as Director, and Mr.  Bill  Wood  was
appointed as a member of the Board to fill her vacancy.

On  September  6,  2001,  the  Board  appointed  Merritt  Douglas
Woodring  to  fill  the vacancy created on  the  Board  by  Romie
Krickbaum's  resignation as a Director.  Mr.  Woodring  was  also
appointed the Vice-President of the Company. On october 19, 2001,
he was also appointed as the Director of Mergers & Acquisitions.

On  September 6, 2001, the Board was expanded to five members and
appointed  Stanley Spinks as a member of the Board  to  fill  the
vacancy  created by the expansion. Mr. Spinks was also  appointed
as the Treasurer of the Company.

Mr.  Jackson Chung wai Wong was appointed as the Secretary of the
Company on September 6, 2001.

On  October  19, 2001, GulfTex announced the appointment  of  the
following Senior Management positions:

Gary S. Gill CPA                     Chief Financial Officer
Jon L. Moreland                      Director Mergers &
                                     Acquisitions
Graham Hammond MS Eng. T. (CEI)      Chief Operations Officer
MIE.
Dr. Henry B Crichlow PE              Chief Petroleum Engineer
                                     Global
Christopher Gann ME Pet Eng          Chief Petroleum Engineer
                                     USA
Capt. Hans Larsen                    Director Shipping/Transport

Please  note  that the above-named individuals have not  accepted
their positions and are not expected to do so until after January
1,  2002. There are no agreements for these individuals to accept
these positions.

ITEM 10.  EXECUTIVE COMPENSATION

(a)   No  officer  or director of GulfTex Energy  Corporation  is
receiving  any  remuneration at this time and does  not  plan  to
offer  any  remuneration  until  the  corporation  has  sustained
revenues.

(b)   There  are  no  annuity,  pension  or  retirement  benefits
proposed to be paid to officers, directors, or employees  of  the
corporation in the event of retirement at normal retirement  date
pursuant  to  any presently existing plan provided or contributed
to by the corporation or any of its subsidiaries.

(c)  No remuneration is proposed to be in the future directly  or
indirectly  by  the corporation to any officer or director  under
any plan which is presently existing.

ITEM 11.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT.

(a) Security Ownership of Certain Beneficial Owners.

The  following  table  sets forth the  security  and   beneficial
ownership for each class of equity securities of the Company  for
any  person who is known to be the beneficial owner of more  than
five percent of the Company.

Title of   Name/Address             Shares        Percentage
Class      of Owner                 Beneficially  Ownership
                                    Owned
Common     Kelly Charles            2,548,163     9.08%
           87 Sea Holly
           Henderson, NV  89014
Common     Lewis Prowse II          2,279,054     8.12%
           211 Bob White
           Desoto, TX 75123
Common     Larry Ballard            2,279,054     8.12%
           1525 Jesse Ramsey Blvd.
           Cedar Hill, TX 75104
Common     Tarja Mees               6,677,125     23.79%
           1353 Middleton Dr.
           Cedar Hill, TX 75104
           Romie Krickbaum          6,726,383     23.97%
           708 Hillcrest
           Cedar Hill, TX 75104
Common     Certain Beneficial       20,509,779    73.08%
           Owners

(b) Security Ownership of Management.

Title of   Name/Address             Shares        Percentage
Class      of Owner                 Beneficially  Ownership
                                    Owned
Common     Marc Duchesne (1)        17,343,645    61.80%
           1330 Post Oak
           Boulevard,
           Four Oaks Place, Suite
           1600
           Houston, TX 77056
Common     Total ownership of       17,343,645    61.80%
           officers and directors
           (1 individual)

(c) Changes in Control.

Pursuant   to  a  Share  Exchange  Agreement  (the  "Agreement"),
Shopathomekids.Com,  Inc., a Texas corporation  (the  "Company"),
acquired  100% of the outstanding shares of common stock ("Common
Stock")  of  GulfTex  Energy  Corporation  ("GulfTex"),  a  Texas
corporation, in exchange for 1 share of Shopathomekids.Com, Inc.,
resulting  in  GulfTex  becoming  a  wholly-owned  subsidiary  of
Shopathomekids.Com. On September 19, 2001, pursuant to  a  Merger
Agreement  (the "Merger") filed with the Secretary  of  State  of
Texas,  Shopathomekids.Com  merged  with  its  wholly-subsidiary,
GulfTex and changed its name to GulfTex Energy Corporation.

The   following  table  sets  forth  information  regarding   the
beneficial ownership of the shares of the Common Stock (the  only
class of shares previously issued by the Company) at November  7,
2001 by all directors and executive officers of the Company as  a
group,  upon closing of the Share Exchange Agreement. Each person
named  in  the  table has sole voting and investment  power  with
respect to all shares shown as beneficially owned by such  person
and can be contacted at the address of the Company.

Beneficial Holdings of Officer and Directors (upon closing of the
Share Purchase Agreement):

Title of    Name/Address             Shares        Percentage
Class       of Owner                 Beneficially  Ownership
                                     Owned
Common      Marc Duchesne (1)        17,343,645    61.80%
            1330 Post Oak
            Boulevard,
            Four Oaks Place, Suite
            1600
            Houston, TX 77056
Common      Total ownership of       17,343,645    61.80%
            officers and directors
            (1 individual)

(1)  Mr. Duchesne has entered into an agreement to purchase these
shares  from  the  former  directors -  Lewis  Prowse  II,  Larry
Ballard,  Tarja  Mees,  and  Romie  Krickbaum.  The  shares   are
presently  held  in  escrow pending completion  of  the  Purchase
Agreement on or before November 19, 2001.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We  have a loan outstanding to one of our shareholders Carol Jean
Gelhke  for  $30,000 and is payable by the year  2002.  For  more
information  concerning the promissory note  please  SEE  EXHIBIT
99.1.  We  have  an additional loan outstanding  to  one  of  our
shareholders  Mr.  Clark Krickbaum of $10,000  from  October  28,
1999. We will pay $10,000 interest if the note is paid within  18
months;  if  repaid  after 18 months, we  will  pay  interest  of
$20,000.  Ms. Gelhke and Mr. Krickbaum are shareholders only  and
are  not  affiliated  with us in any other manner.  On  or  about
November 29 we issued 8,140,000 shares of our common stock to our
founders valued at $8,140. We also issued 168,300 shares  of  our
common stock to shareholder Kelly Charles valued at $14,020. This
transaction  can  be  found in NOTE # 5  OF  NOTES  TO  FINANCIAL
STATEMENTS concerning non-cash financing activities. As stated in
note # 5 one of our directors, Mrs. Tarja Mees, contributed fixed
assets  with  a historical cost basis of $13,400.  The  value  of
these  assets  have been determined by using  the  value  of  the
original  purchase price due to the contemporaneous  purchase  of
assets and contribution.

Our  Board  of  Directors has determined that  the  services  and
assets  provide  to us by affiliates were at a  reasonable  value
because  of  the  flexibility in payment terms and  the  lack  of
working  capital  at  the time the services  were  performed  and
assets were contributed.

ITEM 13.  EXHIBITS.

EXHIBITS

2.1         Share Exchange Agreement between Shopathomekids.com,
            Inc. filed herewith

3.1         Articles of Incorporation incorporated by reference to
            Exhibit 3.1 on the Company's registration statement on
            Form SB-2 filed on October 6, 2000.

3.1a        Certificate of Amendment incorporated by reference to
            Exhibit 3.3 on the Company's registration statement on
            Form SB-2 filed on October 6, 2000.

3.1b        Certificate of Amendment incorporated by reference to
            Exhibit 3.4 on the Company's registration statement on
            Form SB-2 filed on October 6, 2000.

3.1c        Certificate of Amendment filed herewith

3.1d        Articles of Merger filed herewith

3.2         Bylaws incorporated by reference to Exhibit 3.2 on the
            Company's registration statement on Form SB-2 filed on
            October 6, 2000.

99.1        Promissory Note to Shareholder incorporated by reference
            to Exhibit 99.1 on the Company's registration statement
            on Form SB-2 filed on October 6, 2000.

99.3        Summary of Oral Agreement between Officer and Director
            and Shopathomekids.com, Inc. incorporated by reference
            to Exhibit 99.3 on the Company's registration statement
            on Form SB-2, as amended, filed on February 2, 2001.

99.4        Distribution between S.D.S. Wholesale and
            Shopathomekids.com, Inc. incorporated by reference to
            Exhibit 99.4 on the Company's registration statement on
            Form SB-2, as amended, filed on February 2, 2001.

                           SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange
Act, the Registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
                           GulfTex Energy Corporation


                           By: /s/ Marc Duchesne
                              Marc Duchesne, President

                           Date: November 15, 2001