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

                                  FORM 10 QSB/A
                                 Amendment No. 1

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


For the Quarter Ended June 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 June 30, 2001                        1

          Consolidated Statements of Operations for the three
          months and six months ended June 30, 2001 and 2000                 2

          Consolidated Statements of Cash Flows for the six
          months ended June 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                                    12

                                       i

<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                       CENTRAL PRODUCTION UTILITIES, INC.

                      UNAUDITED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2001


ASSETS

CURRENT ASSETS
  Cash                                                             $    109,342
  Accounts receivable                                                    12,318
                                                                   ------------
      Total current assets                                              121,660
                                                                   ------------

PROPERTY AND EQUIPMENT                                                   13,378

OIL AND GAS PROPERTIES                                               43,859,093

OTHER ASSETS                                                              5,000

                                                                   ------------
TOTAL ASSETS                                                       $ 43,999,131
                                                                   ============

LIABILITIES AND STOCKHOLDERS' EQUITY:

CURRENT LIABILITIES:
  Accounts payable                                                 $     45,618
  Accrued liabilities                                                    59,768
  Legal settlement payable                                              345,000
  Convertible debentures                                              1,000,000
                                                                   ------------
      Total current liabilites                                        1,450,386
                                                                   ------------
STOCKHOLDERS' EQUITY:
  Preferred stock, $.0001 par value, 3,000,000 shares
   authorized, none issued
  Common stock, $.0001 par value, 47,000,000 shares
   authorized, 247,850,152 issued and outstanding                        24,785
  Paid in capital                                                    43,025,251
  Accumulated deficit                                                  (501,291)
                                                                   ------------
      Total stockholders' equity (deficit)                           42,548,745
                                                                   ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $ 43,999,131
                                                                   ============

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

                                       1
<PAGE>
                       CENTRAL PRODUCTION UTILITIES, INC.

                 UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

<TABLE>
<CAPTION>
                                                          Three months ended                Six months ended
                                                               June 30,                          June 30,
                                                     ---------------------------      ---------------------------
                                                         2001            2000             2001            2000
                                                     -----------     -----------      -----------     -----------
<S>                                                  <C>             <C>              <C>             <C>
SALES                                                $    12,318     $        --      $    12,318     $        --

COST OF SALES                                              7,433              --            7,433              --
                                                     -----------     -----------      -----------     -----------

      Gross profit                                         4,885              --            4,885              --
                                                     -----------     -----------      -----------     -----------
OTHER (INCOME) AND EXPENSES
  General and administrative expense                     133,329          76,533          134,406         149,081
  Interest expense                                       355,256         250,564          370,256         258,827
  Settlement expense                                          --         500,000          500,000
  Other income                                                --
                                                     -----------     -----------      -----------     -----------

      Total other expense (income)                       488,585         827,097          504,662         907,908
                                                     -----------     -----------      -----------     -----------
INCOME (LOSS) BEFORE INCOME TAXES, DISCONTINUED
 OPERATIONS AND EXTRAORDINARY ITEM                      (488,585)       (827,097)        (504,662)       (907,908)

DISCONTINUED OPERATIONS
                                                              --        (834,706)           3,371        (747,973)

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

NET INCOME (LOSS) BEFORE EXTRAORDINARY ITEM             (488,585)     (1,661,803)        (501,291)     (1,655,881)

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

NET INCOME (LOSS)                                    $  (488,585)    $(1,661,803)     $  (501,291)    $(1,655,881)
                                                     ===========     ===========      ===========     ===========
</TABLE>

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

                                       2
<PAGE>
                       CENTRAL PRODUCTION UTILITIES, INC.

           UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
                   FOR THE THREE AND SIX MONTHS ENDED JUNE 30,


<TABLE>
<CAPTION>
                                                     Three months ended                 Six months ended
                                                          June 30,                           June 30,
                                                -----------------------------       -----------------------------
                                                    2001              2000              2001              2000
                                                -----------       -----------       -----------       -----------
<S>                                             <C>               <C>               <C>               <C>
NET INCOME (LOSS) PER COMMON SHARE
  Basic:
    Before discontinued operations and
     extraordinary item                         $          *      $          *     $          *      $          *
    Discontinued operations                                *                --                *                --
    Extraordinary item                                    --                --               --                --
                                                ------------      ------------     ------------      ------------

       Total                                    $          *      $          *     $          *      $          *
                                                ============      ============     ============      ============
  Diluted:
    Before discontinued operations and
     extraordinary item                         $          *      $          *     $          *      $          *
    Discontinued operations                                *                --                *                --
    Extraordinary item                                    --                --               --                --
                                                ------------      ------------     ------------      ------------


       Total                                    $          *      $          *     $          *      $          *
                                                ============      ============     ============      ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
  Basic                                          237,816,009       228,000,000      232,935,121       228,000,000
                                                ============      ============     ============      ============
  Diluted                                        237,816,009       228,000,000      232,935,121       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 PRODUCTION UTILITIES, INC.

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE SIX MONTHS ENDED JUNE 30,

<TABLE>
<CAPTION>
                                                                                   2001              2000
                                                                                -----------       -----------
<S>                                                                             <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                             $  (501,291)      $(1,655,881)
  Adjustments to reconcile net  income (loss) to net cash
   provided by operating activities:
    Deferred income taxes                                                                --            (2,948)
    Issuance of stock for compensation and services rendered                             --             2,585
    Discontinued operations                                                          (3,371)          747,973
    Legal settlement                                                                                  500,000
    Impairment loss                                                                                   250,000
  Amortization of debt discount 333,333 Changes in assets and liabilities:
    Accounts receivable                                                             (12,318)
    Deposits                                                                         (5,000)
    Income tax payable                                                                   --             8,850
    Accounts payable                                                                (24,928)           28,794
    Accrued settlement payable
    Accrued liabilities                                                              41,808            19,986
                                                                                -----------       -----------
        Net cash (used in) provided by continuing operations                       (171,767)         (100,641)
        Net cash provided by discontinued operations                                  3,371           (41,051)
                                                                                -----------       -----------
        Net cash used in operating activities                                      (168,396)         (141,692)
                                                                                -----------       -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of oil and gas properties                                               (237,000)
  Purchase of property, machinery and equipment                                     (13,378)          (10,428)
                                                                                -----------       -----------
        Net cash (used in) investing activities                                    (250,378)          (10,428)
                                                                                -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Borrowings on bank line of credit                                                      --            (4,018)
  Borrowings on long-term debt                                                           --                --
  Principal payments on long-term debt                                                   --           (68,274)
  Payments on capital lease obligations                                                  --           (11,259)
  Proceeds from sale of convertible debentures                                      500,000           250,000
                                                                                -----------       -----------
        Net cash (used in) financing activities                                     500,000           166,449
                                                                                -----------       -----------

(DECREASE) INCREASE IN CASH                                                          81,226            14,329

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

CASH, END OF PERIOD                                                             $   109,342       $    27,644
                                                                                ===========       ===========
</TABLE>

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

                                       4
<PAGE>
                       CENTRAL PRODUCTION UTILITIES, INC.

                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        FOR THE SIX MONTHS ENDED JUNE 30,

<TABLE>
<CAPTION>
                                                                                   2001              2000
                                                                                -----------       ----------
<S>                                                                             <C>               <C>

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Machinery and equipment acquired under capitalized leases                     $        --       $   24,135
                                                                                ===========       ==========
  Book value of net assets transferred in connection with reverse merger
   consummated by issuance of common stock                                      $43,622,093       $       --
                                                                                ===========       ==========
</TABLE>

                                       5
<PAGE>
                       CENTRAL PRODUCTION UTILITIES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                FOR THE THREE AND SIX MONTHS ENDED JUNE 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 June 30, 2001,  and the results of operations  for
the three and six months ended June 30, 2001 and 2000 and cash flows for the six
months ended June 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) CONVERTIBLE DEBENTURES AND NOTES PAYABLE

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 Corporation.

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 $26,112,698.

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

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.

                                       7
<PAGE>
CONVERTIBLE DEBENTURES

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.

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 resulting in a non
cash  charge of  $333,333 in the three  months  ended June 30, 2001  because the
debenture  holders  have the right to convert the  debentures  immediately  upon
issuance.

(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  $1,812,638  for the six months  ended June 30, 2001 and 2000  respectively.
Revenues  from the  discontinued  operations  totaled  $-0- and $259,500 for the
three months ended June 30, 2001 and 2000 respectively.

(5) LEGAL SETTLEMENT

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 and attorney  fees in the amount of $5,000.  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.

The  Convertible  Debenture  includes a below market interest rate, a conversion
rate at a discount to the  trading  value of the  Company's  common  stock.  The
$345,000 was accrued at December 31, 2000.

                                       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.

PLAN OF OPERATIONS

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".

The  registrant,  on May  18th  2001  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 $26,112,698.

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.

LIQUIDITY AND CAPITAL RESOURCES

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

                                       10
<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

The majority of the security holders have given their consent to the following:

1.  Approval of a reverse stock split of the  corporation's  common stock of one
(1) new share for each 2 old shares.

2. Approval to amend the applicable Articles of Incorporation to change the name
of the corporation to Central Utilities Production,  Corporation and to increase
the authorized common shares to 500,000,000.

3. Approval of the acquisition of ENPETRO  MINERAL POOL a Nevada  corporation by
the corporation wherein the corporation will issue a total of 228,000,000,  post
rollback,  shares of  restricted  common stock in exchange for all of the issued
and outstanding shares of ENPETRO MINERAL POOL

4.  Approval  of the voting  rights of the  control  shares  resulting  from the
acquisition of ENPETRO MINERAL POOL pursuant to Nevada Revised  Statutes Section
78.379.l.

5. Election of the following to the Board of Directors:

   Stanley Dedmon
   William Trantham
   Carl P. Ranno

ITEM 5. OTHER INFORMATION

None

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<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

     3.1  Amendment to Articles of Incorporation Dated May 24, 2001 changing the
          registrant's name to Central Utilities Production  Corporation and the
          authorized common shares to 500,000,000.  Incorporated by reference to
          the Form 10-QSB filed with the Commission on August 14, 2001.

(b) Reports on Form 8-K

The Company filed two reports on Form 8-K during its second  quarter to the date
of this report, which by reference are incorporated herein.

          An 8-K filed on April 20, 2001 announcing that the merger disclosed on
     February 14, 2001 has been withdrawn and the subsidiaries conversion of the
     Chapter 11 Bankruptcy to a Chapter 7.

          An 8-K filed  July 9, 2001  announcing  the  change  of  control,  new
     directors, name change, increased authorized shares and pro-forma financial
     statements.

                                   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


June 18, 2002                     By /s/ Stan Dedmon
                                    ------------------------------
                                    Stan Dedmon
                                    Director and President

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