UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-QSB
                  Quarterly Report Under Section 13 or 15(d) of
                       The Securities Exchange Act of 1934


For the Quarter Ended September 30, 2001          Commission File Number 0-27187


                    CENTRAL UTILITIES PRODUCTION CORPORATION
                         (Name of Small Business Issuer)


       Nevada                                          88-0361127
(State of Incorporation)                (I.R.S. Employer Identification Number)


                  1039 North I-35 #301 Carrollton, Texas 75006.
           (Address of Principal Executive Offices Including Zip Code)

                                 (972) 446 3775
                           (Issuers Telephone Number)

     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 such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to filing requirements for the past 90 days. [X] YES [ ] NO

     Number of shares  outstanding  of each of the  issuer's  classes  of common
equity, as of August 10, 2001 247,850,152

     Transitional Small Business Disclosure Format: [ ] Yes [X] No
<PAGE>
                    CENTRAL UTILITIES PRODUCTION CORPORATION

                                     INDEX

                                                                           Page
                                                                           ----
PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

          Consolidated Balance Sheet at September 30, 2001                   1

          Consolidated Statements of Operations for the three months
          and nine months ended September 30, 2001 and 2000                  2

          Consolidated Statements of Cash Flows for the nine months
          ended September 30, 2001 and 2000                                  4

          Notes to Financial Statements                                      6

     Item 2 - Management's Discussion and Analysis                           9

PART II - OTHER INFORMATION

     Item 1. Legal Proceedings                                              11

     Item 2. Changes in Securities and Use of Proceeds                      11

     Item 3. Default Upon Senior Securities                                 11

     Item 4. Submission of Matters to a Vote of Security Holders            11

     Item 5. Other Information                                              11

     Item 6. Exhibits and Reports on Form 8-K                               11

SIGNATURES                                                                  12

                                       i
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                       CENTRAL UTILITIES PRODUCTION CORP.

                      UNAUDITED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2001

ASSETS

CURRENT ASSETS
  Cash                                                             $    229,002
  Accounts receivable                                                    33,851
  Inventories                                                            22,946
                                                                   ------------
        Total current assets                                            285,799
                                                                   ------------

PROPERTY AND EQUIPMENT                                                   51,643

OIL AND GAS PROPERTIES                                               43,936,796

OTHER ASSETS                                                              5,600
                                                                   ------------
TOTAL ASSETS                                                       $ 44,279,838
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable                                                 $     54,009
  Accrued liabilities                                                    89,768
  Notes payable                                                         410,799
  Legal settlement payable                                              345,000
  Convertible debentures                                              1,000,000
                                                                   ------------
        Total current liabilites                                      1,899,576
                                                                   ------------

STOCKHOLDERS' EQUITY
  Preferred stock, $.0001 par value, 3,000,000 shares authorized,
   none issued
  Common stock, $.0001 par value, 500,000,000 share authorized,
   247,850,152 issued and outstanding                                    24,785
  Paid in capital                                                    43,025,251
  Accumulated deficit                                                  (669,774)
                                                                   ------------
        Total stockholders' equity (deficit)                         42,380,262
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $ 44,279,838
                                                                   ============

The  accompanying  notes are an  integral  part of this  consolidated  financial
statement.

                                       1
<PAGE>
                       CENTRAL UTILITIES PRODUCTION CORP.

                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,


<TABLE>
<CAPTION>
                                                            THREE MONTHS                       NINE MONTHS
                                                    ----------------------------      ----------------------------
                                                        2001             2000             2001             2000
                                                    -----------      -----------      -----------      -----------
<S>                                                 <C>              <C>              <C>              <C>
SALES                                               $    52,792      $        --      $    65,110      $        --

COST OF SALES                                           102,990               --          110,423               --
                                                    -----------      -----------      -----------      -----------

        Gross profit                                    (50,198)              --          (45,313)              --
                                                    -----------      -----------      -----------      -----------

OTHER (INCOME) AND EXPENSES
  General and administrative expense                     87,347           77,154          221,753          224,180
  Interest expense                                       30,938          445,353          401,194          513,490
  Settlement expense                                         --               --          500,000
  Other income                                               --
                                                    -----------      -----------      -----------      -----------

        Total other expense (income)                    118,285          522,507          622,947        1,237,670
                                                    -----------      -----------      -----------      -----------

INCOME (LOSS) BEFORE INCOME TAXES, DISCONTINUED
 OPERATIONS AND EXTRAORDINARY ITEM                     (168,483)        (522,507)        (668,260)      (1,237,670)

DISCONTINUED OPERATIONS
                                                             --         (275,467)           3,371       (1,216,185)

INCOME TAX (PROVISION) BENEFIT                               --               --               --               --
                                                    -----------      -----------      -----------      -----------

NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM            (168,483)        (797,974)        (664,889)      (2,453,855)

EXTRAORDINARY ITEM - NET GAIN ON LIABILITIES TO
BE DISCHARGED IN BANKRUPTCY
 (net of income taxes of $0 and $0)                          --               --               --               --
                                                    -----------      -----------      -----------      -----------


NET INCOME (LOSS)                                   $  (168,483)     $  (797,974)     $  (664,889)     $(2,453,855)
                                                    ===========      ===========      ===========      ===========
</TABLE>

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

                                       2
<PAGE>
                       CENTRAL UTILITIES PRODUCTION CORP.

           UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
                FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,


<TABLE>
<CAPTION>
                                                                    THREE MONTHS                       NINE MONTHS
                                                            -----------------------------     -----------------------------
                                                                2001             2000             2001             2000
                                                            ------------     ------------     ------------     ------------
<S>                                                          <C>              <C>              <C>              <C>
NET INCOME (LOSS) PER COMMON SHARE
  Basic:
   Before discontinued operations and extraordinary item    $          *     $          *     $          *     $      0.005
   Discontinued operations                                             *               --                *            0.005
   Extraordinary item                                                 --               --               --               --
                                                            ------------     ------------     ------------     ------------
        Total                                               $          *     $          *     $          *     $       0.01
                                                            ============     ============     ============     ============
  Diluted:
    Before discontinued operations and extraordinary item   $          *     $          *     $          *     $      0.005
    Discontinued operations                                            *               --                *            0.005
    Extraordinary item                                                --               --               --               --
                                                            ------------     ------------     ------------     ------------

        Total                                               $          *     $          *     $          *     $       0.01
                                                            ============     ============     ============     ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
  Basic                                                      247,850,152      228,000,000      244,517,645      228,000,000
                                                            ============     ============     ============     ============
  Diluted                                                    247,850,152      228,000,000      244,517,645      228,000,000
                                                            ============     ============     ============     ============
</TABLE>

----------
* Less than $0.01 per share.

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

                                       3
<PAGE>
                       CENTRAL UTILITIES PRODUCTION CORP.

                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE NINE MONTHS ENDED SEPTEMBER 30,

<TABLE>
<CAPTION>
                                                                        2001                2000
                                                                     -----------        -----------
<S>                                                                  <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                  $  (664,889)       $(2,453,855)
  Adjustments to reconcile net  income (loss) to net cash
   provided by operating activities:
    Deferred income taxes                                                     --             (2,951)
    Issuance of stock for compensation and services rendered                  --                 --
    Discontinued operations                                                   --          1,216,185
    Legal settlement                                                     280,000
    Impairment loss                                                           --
    Amortization of debt discount                                        333,333            500,000
  Changes in assets and liabilities:
    Accounts receivable                                                  (33,851)
    Inventories                                                          (22,946)
    Deposits                                                              (5,600)
    Income tax payable                                                        --              8,850
    Accounts payable                                                     (16,537)           (18,352)
    Accrued settlement payable
    Accrued liabilities                                                   60,000             59,145
                                                                     -----------        -----------
          Net cash (used in) provided by continuing operations          (350,490)          (410,978)
          Net cash provided by discontinued operations                     6,923           (686,496)
                                                                     -----------        -----------
          Net cash used in operating activities                         (343,567)        (1,097,474)
                                                                     -----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of oil and gas properties                                    (189,703)
  Purchase of property, machinery and equipment                          (51,643)           (10,428)
                                                                     -----------        -----------
          Net cash (used in) investing activities                       (241,346)           (10,428)
                                                                     -----------        -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings on short-term debt                                          300,000            810,645
  Principal payments on short-term debt                                  (14,201)           (84,388)
  Payments on capital lease obligations                                       --            (17,162)
  Proceeds from sale of convertible debentures                           500,000            500,000
                                                                     -----------        -----------
          Net cash (used in) financing activities                        785,799          1,209,095
                                                                     -----------        -----------

INCREASE IN CASH                                                         200,886            101,193

CASH, BEGINNING OF PERIOD                                                 28,116             13,315
                                                                     -----------        -----------

CASH, END OF PERIOD                                                  $   229,002        $   114,508
                                                                     ===========        ===========
</TABLE>

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

                                       4
<PAGE>
                       CENTRAL UTILITIES PRODUCTION CORP.

                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE NINE MONTHS ENDED SEPTEMBER 30,


SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND
FINANCING ACTIVITIES:
Machinery and equipment acquired under capitalized
 leases                                                 $        --      $24,135
                                                        ===========      =======

Oil and gas properties acquired by note payable         $   125,000      $    --
                                                        ===========      =======
Book value of net assets transferred in connection
 with reverse merger consummated by issuance of
 common stock                                           $43,622,093      $    --
                                                        ===========      =======
SUPPLLEMENTAL CASH FLOW INFORMATION:
Income taxes paid                                       $         0      $     0
                                                        ===========      =======

Interest paid                                           $       938      $82,339
                                                        ===========      =======

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

                                       5
<PAGE>
                       CENTRAL UTILITIES PRODUCTION CORP.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FOR THE THREE AND NINE MONTHS ENDED SEPTEMEBR 30, 2001


STATEMENT OF INFORMATION FURNISHED

     The accompanying financial statements have been prepared in accordance with
Form  10-QSB   instructions  and  in  the  opinion  of  management  contain  all
adjustments  (consisting  of only normal and  recurring  accruals)  necessary to
present fairly the financial  position as of September 30, 2001, and the results
of operations for the three and nine months ended September 30, 2001and 2000 and
cash flows for the nine months ended September 30, 2001 and 2000.  These results
have been determined on the basis of generally  accepted  accounting  principles
and practices  applied  consistently  with those used in the  preparation of the
Company's 2000 financial statements included in Form 10-KSB.

     Certain  information and footnote disclosure normally included in financial
statements presented in accordance with generally accepted accounting principles
have been condensed or omitted. It is suggested that the accompanying  financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto included in the Company's Form 10-KSB.

(1) BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally  accepted  accounting  principles  ("GAAP") for interim financial
information  and the  instructions  to  Form  10-QSB.  Accordingly,  they do not
include  all  the  information  and  footnotes  required  by GAAP  for  complete
financial  statements.  In the opinion of  management,  all  adjustments  (which
include only normal recurring  adjustments) necessary for a fair presentation of
the results for the interim period presented have been made. The results for the
three and  six-month  periods  ending June 30, 2001 may not be indicative of the
results for the entire fiscal year. These financial statements should be read in
conjunction  with the Company's  Form  10-KSB/A for the year ended  December 31,
2000.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash  includes  all  short-term  highly  liquid  investments  that  are  readily
convertible  to known  amounts  of cash and have  original  maturities  of three
months or less.

PRINCIPLES OF CONSOLIDATION:  The consolidated  financial statements include the
accounts of the Company and its wholly owned subsidiaries, Enpetro Mineral Pool,
Inc.  and Accord  SEG.  Accord SEG is being  liquidated  under  Chapter 7 of the
United  States  Bankruptcy  Code.  All  significant  intercompany  accounts  and
transactions are eliminated.

INCOME TAXES - The Company  provides for income taxes based on the provisions of
Statement of  Financial  Accounting  Standards  No. 109,  ACCOUNTING  FOR INCOME
TAXES,  which among other things,  requires that  recognition of deferred income
taxes be measured by the provisions of enacted tax laws in effect at the date of
financial statements.

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  revenues  and  expenses  during  the
reporting  period.  Actual results could differ from those estimates.  Estimates
have been made with respect to the liquidation value of the net assets of Accord
SEG.

                                       6
<PAGE>
RECENTLY ISSUED  ACCOUNTING  STANDARDS - In June 1998, SFAS No. 133,  ACCOUNTING
FOR DERIVATIVE  INSTRUMENTS  AND HEDGING  ACTIVITIES,  was issued  effective for
fiscal  years  beginning  after  June  15,  2000  (as  amended).  SFAS  No.  133
establishes   accounting  and  reporting  standards  requiring  that  derivative
instruments  be recorded on the  balance  sheet as either an asset or  liability
measured at its fair value.  This  statement  also  requires that changes in the
derivative's  fair  value  be  recognized  in  earnings  unless  specific  hedge
accounting criteria are met. The adoption of SFAS No. 133 will have no impact on
the Company.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin ("SAB") No. 101, REVENUE RECOGNITION IN FINANCIAL  STATEMENTS.  SAB No.
101  summarizes  the staff's  views in applying  generally  accepted  accounting
principles to revenue recognition in financial  statements.  The adoption of the
provisions  of SAB No.  101 did not  have a  material  effect  on the  Company's
revenues or revenue recognition policy.

(3) BASIS OF PRESENTATION

The Company  entered into an Agreement and Plan of  Reorganization  in which the
Company will merge with Enpetro Mineral Pool, Inc. ("Enpetro"). The agreement is
subject to shareholder approval. Enpetro is a newly formed entity and intends to
develop certain oil and natural gas reserves.  The agreement stipulates that the
Company  will  acquire  all of the  outstanding  voting  shares of  Enpetro  for
228,000,000 post reverse split common shares of the Company. The shareholders of
Enpetro will own a substantial  controlling interest in the Company. The Company
changed its name from Accord Advanced  Technologies,  Inc. to Central  Utilities
Production Corp.

For financial accounting purposes,  the acquisition was a reverse acquisition of
the Company by Enpetro, under the purchase method of accounting, and was treated
as a recapitalization with Enpetro as the acquirer.  Accordingly, the historical
financial  statements  have been restated after giving effect to the acquisition
of the Company.  The financial statements have been prepared to give retroactive
effect to  January  1, 2001,  of the  reverse  acquisition,  and  represent  the
operations of Enpetro.  Consistent with reverse acquisition accounting:  (i) all
of Enpetro's  assets,  liabilities,  and accumulated  deficit,  are reflected at
their  combined  historical  cost  (as the  accounting  acquirer)  and  (ii) the
preexisting  outstanding  shares of the Company (the  accounting  acquiree)  are
reflected at their net asset value as if issued on the date of acquisition.

Enpetro  acquired  certain oil and gas properties for the issuance of its common
shares.  The  value  of the  transaction  was  determined  on the  basis  of the
estimated fair value of those oil and gas properties,  primarily interest in oil
and gas leases. The valuation was assessed by an outside party certified to be a
specialist  in  determining  oil and gas reserves  and  valuation of the related
properties. The value was determined to be$43,634,593.

The prior year periods  reflect the  operations  of the  Company.  There were no
operations for Enpetro prior to the reverse acquisition.

(4) DISCONTINUED OPERATIONS

In the year ended December 31, 2000,  the Company's  only operating  subsidiary,
Accord SEG, began the process of being  liquidated under Chapter 7 of the United
States Bankruptcy Code.  Liquidation through the bankruptcy court is expected to
be completed in 2001. Revenues from the discontinued  operations totaled $58,134
and  $2,169,165  for  the  nine  months  ended   September  30,  2001  and  2000
respectively.  Revenues  from  the  discontinued  operations  totaled  $-0-  and
$356,527 for the three months ended September 30, 2001 and 2000 respectively.

                                       7
<PAGE>
(5) LEGAL SETTLEMENT

In the three month period ended June 30, 2001, a third party was awarded a court
ordered  judgment  against the Company for  $345,000.  The Company is  presently
negotiating  with  the  third  party  to  have  this  debt  characterized  as  a
convertible  debenture  through  a  convertible  debenture  agreement.  If  this
agreement is reached,  it is likely to include;  a five year  maturity,  a below
market  interest  rate, a conversion  rate at a discount to the trading value of
the Company's common stock and detachable warrants.  The $345,000 was accrued at
December 31, 2000.

COMMON STOCK

The Company's shareholders approved a one for two reverse stock split.

The Company shareholders approved an increase in the number of authorized shares
to 500,000,000.

The Company issued 228,000,000 shares in connection with the reverse merger.

CONVERTIBLE DEBENTURES

In connection with the reverse merger,  the Company entered into an agreement to
sell $500,000 of convertible debentures. The debentures will be due May 31, 2002
and bear interest at 12% per annum.  The debentures are convertible at the lower
of $0.23 per share or 60% of the average of the lowest three  inter-day  trading
price.  The  debenture  holders also will receive  warrants to purchase  250,000
shares of the Company's common stock at $0.253 per share. The debentures contain
a  beneficial   conversion  feature  and  under  generally  accepted  accounting
principles,  the  intrinsic  value  of the  beneficial  conversion  feature  was
recorded as a discount to the related debentures. The discount was determined to
be $333,333  and was  amortized  as interest  expense  immediately  in the three
months  ended June 30, 2001  because  the  debenture  holders  have the right to
convert the debentures immediately upon issuance.

On June 22, 2000, the Company executed a Secured Convertible  Debenture Purchase
Agreement in the amount of $1,000,000.  Of the total commitment amount, $500,000
was  funded by the  purchaser.  The  debentures  are due June 30,  2001 and bear
interest at 12% per annum.  The debenture  agreement also provides the purchaser
warrants to purchase  500,000 shares of the Company's common stock at $0.253 per
share.  The debentures are  convertible  into the Company's  common stock at the
lower of $0.23 per share or 60% of the lowest three inter-day trading price. The
Company  recorded a discount  on the  debentures  of $500,000  representing  the
maximum  discount  for  the  beneficial  conversion  feature  contained  in  the
debentures.  The  discount  was  amortized as of the date of issuance due to the
immediate  conversion  option of the  purchaser.  The Company is  attempting  to
refinance the debenture.

NOTES PAYABLE

In the three month period ended  September 30, 2001, the Company entered into an
agreement  whereby a lender has  committed  to loan the  Company up to  $750,000
under a promissory  note. The  borrowings are to be funded through  December 15,
2001.  The Company has drawn  $300,000  under the note as of September 30, 2001.
The  note  bears  interest  at  10%  per  annum  and  requires  repayment  of 33
installments of $26,307 beginning December 31, 2001.

The Company acquired additional oil and gas properties through the issuance of a
promissory  note of  $125,000.  The Note bears  interest  at 9% per annum and is
payable in nine monthly installments of $15,139 beginning September 30, 2001.

COMMMITMENTS

During the three months ended  September 20, 2001,  the Company  entered into an
agreement  with a third  party  operator of oil and gas  properties  whereby the
third party will  provide  equipment  and  services to the Company to assist the
Company in the production of its properties.  The agreement requires the Company
to pay  $400,000  for these  services  to be  performed  over a one-year  period
beginning August 11, 2001.

                                       8
<PAGE>
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
       RESULTS OF OPERATIONS

     This Form  10-QSB  contains  certain  statements  that are not  related  to
historical results,  including,  without  limitations,  statements regarding the
company's  business strategy and objectives and future financial  position,  are
forward looking  statements  within the meaning of section 27A of the securities
act and section 21E of the  Exchange  Act and involve  risks and  uncertainties.
Although  the company  believes  that the  assumptions  on which  these  forward
looking statements are based are reasonable, there can be no assurance that such
assumptions will prove to be accurate and actual results could differ materially
from those discussed in the forward looking statements. Factors that could cause
or  contribute  to such  differences  include but are not limited to,  those set
forth in the preceding  paragraph,  as well as those discussed elsewhere in this
report. All forward-looking statements contained in this report are qualified in
their entirety by this cautionary statement.

     The registrant has developed a new strategic direction.

     The registrant agreed to enter into an Agreement and Plan of Reorganization
with Enpetro Mineral Pool, a Nevada Corporation subject to the settlement of the
issues with GEM Management, Ltd. and Successway Holdings Ltd.

     Enpetro Mineral Pool is a Nevada  corporation  with offices in Dallas Texas
and New York City. It was formed in October of 2000. Enpetro exchanged its stock
for oil and gas  leases  from  Central  Utilities  LPC,  Inc.  The  value of the
transaction  is  $43,634,593.  Enpetro  has merged with the  registrant  and the
registrant has changed its name to Central Utilities Production, Corporation.

     On May 18th 2001, GEM Management, Ltd. and Successway Holdings Ltd. entered
into a  settlement  agreement  with the  registrant  as set out in Item 3 "Legal
Proceedings".

     On May 18, 2001,  the  registrant  entered  into an  Agreement  and Plan of
Reorganization  with Enpetro Mineral Pool, a Nevada  Corporation.  The agreement
called for the acquisition of all the shares of stock of Enpetro to be purchased
by the registrant for  228,000,000  common shares,  restricted  pursuant to Rule
144, of the registrant.  The agreement also called for the resignation of Travis
Wilson the  registrant's  President and CEO, a reverse stock split of two shares
of the old  company for 1 share of the new  company.  The  agreement  went on to
require  the  registrant  to change  its name to  Central  Utilities  Production
Corporation.  In order to  facilitate  the  agreement  it was also  required  to
increase the number of  authorized  shares to  500,000,000.  The majority of the
Shareholders have approved all of the above conditions found in the Agreement.

     The majority of the acquiring  shareholders  and  especially the new CEO of
the  registrant  have  over  30  years  of  experience  developing  oil  and gas
properties in this region and expended over 30 Million dollars acquiring oil and
gas  assets,  some of which now form the core of  Central  Utilities  Production
Corp.

     The core of the existing  business is the large  quantity of proven natural
gas reserves accessible to and owned by the registrant. Expanding from this base
the company intends to develop an integrated network of natural gas transmission
and distribution systems to sell this gas directly to industrial, commercial and
residential  customers.  This network will be developed through a combination of
acquisition of existing utility companies,  pipelines,  and distribution systems
as well as the  construction  of new  pipelines and  distribution  systems where
economics  dictate.  As the network  develops  additional  gas reserves  will be
acquired to ensure a long-term supply.

                                       9
<PAGE>
     Based upon the report of an  independent  petroleum  engineer who is also a
certified professional geologist the net present value of the oil and gas assets
of the company, after substantial discounts, totals $43,634,593.

     Upon the settlement  with GEM and  Successways and the merger with Enpetro,
two existing  debenture  holders of the registrant,  AJW Partners,  LLC. and New
Millennium  Capital  Partners II, LLC.  purchased a total of $500,000 in new 12%
convertible  debentures  due May 31, 2002. The holders were also granted a total
of 250,000 warrants at $.253 per share. The registrant and the debenture holders
executed  a  second  amendment  to the  original  Secured  Convertible  Purchase
Debenture Agreement.

     The company  will  register  the shares  underlying  the above  Convertible
Debentures

     On May 23, 2001 the company was deleted  from  trading on the OTC BB and is
now quoted on the Pink Sheets. The quote may be found on www.pinksheets.com.

RESULTS OF OPERATIONS

     The company had a gross  profit for the three months  ended  September  30,
2001 of $(50,198) and $(45,313) for the nine months ending September 30, 2001.

     The  company's  net  income  was  $(168,483)  for the  three  months  ended
September 30, 2001 and $(797,974) for the three months ended September 30, 2000.
The net income for nine months ended September 30, 2001 was $(668,260)  compared
to $(2,453,855) for the nine month period ending on September 30, 2000.

     The company's  earnings per share, on a fully diluted basis,  for the three
months ending  September 30, 2001 and for the three months ending  September 30,
2000 is less than $0.005 per share.

     The Company expects to face many operating and industry challenges and will
be doing business in a highly competitive industry.

     Capital  reserves at September  30, 2001 were  positive and the company has
adequate  working  capital to continue its operations at its present level.  The
Company plans to increase  working  capital through the sale of stock as well as
strategic  mergers or acquisitions in the industry to increase  revenue and cash
flow.

LIQUIDITY AND CAPITAL RESOURCES

     The company is using the funds  operating the oil and gas  properties  with
the funds raised through the convertible debenture.

SEASONALITY

     The Company's operations are not affected by seasonal fluctuation. However,
cash  flows  may at times be  affected  by  fluctuations  in the  timing of cash
receipts.

CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS

ADDITIONAL FINANCING.

     The  Company  will  require  additional  financing  to  achieve  growth  in
operations.

COMPETITION.

     The Company faces  competition from many sources,  most of which are larger
and have significantly more resources than the Company.

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<PAGE>
                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     A former  employee  has brought a lawsuit  against the  subsidiary  company
claiming unpaid  commissions.  It is  management's  position that the matter has
been discharged in the Bankruptcy of the subsidiary.

     The registrant entered into a settlement agreement with GEM Partners et al,
which calls for the  company to make cash  payments  of  $500,000.00  within one
year. Two Hundred and Twenty  Thousand  Dollars  ($220,000) has been paid toward
that  settlement.  The  company  has not met its  obligation  to remit  the next
payment of $100,000 and a consent judgment has been entered in the court against
the company.  The registrant,  on May 18, 2001,  settled this matter with GEM by
entering into a Convertible  Debenture  Purchase  Agreement and a 2% Convertible
Debenture for $340,000.  The consent judgment has been placed in escrow and upon
the  conversion  of the  underlying  shares or payment the judgment  will be set
aside and the case will be dismissed.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     None

ITEM 3. DEFAULT UPON SENIOR SECURITIES

     None

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

     None

ITEM 5. OTHER INFORMATION

     None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits

         None

     (b) Reports on Form 8-K

         The Company filed no reports on Form 8-K during this reporting period.

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<PAGE>
                                   SIGNATURES

     In accordance  with Section 12 of the Securities  Exchange Act of 1934, the
Registrant caused this registration  statement to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   Central Utilities Production, Corporation


November 19, 2001                  By /s/ Stan Dedmon
                                     --------------------------------
                                     Stan Dedmon
                                     Director and President

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