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


                    CENTRAL UTILITIES PRODUCTION CORPORATION
                         (Name of Small Business Issuer)

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


       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) 446-8775
                           (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. YES [X]  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 [ ] No [ ]
<PAGE>
                    Central Utilities Production Corporation

                                     INDEX

                                                                            Page
                                                                            ----

PART I - FINANCIAL INFORMATION

     Item 1 - Financial Statements

          Consolidated Balance Sheet at June 30, 2001                      3

          Consolidated Statements of Operations for the three months
          and six months ended June 30, 2001 and 2000                      4

          Consolidated Statements of Cash Flows for the six months
          ended June 30, 2001 and 2000                                     5

     Item 2 - Management's Discussion and Analysis                        10

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          12

     Item 5. Other Information                                            12

     Item 6. Exhibits and Reports on Form 8-K                             12

                                       1
<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 share 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
                     this consolidated financial statement.

                                       2
<PAGE>
                       CENTRAL PRODUCTION UTILITIES, INC.

                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000

<TABLE>
<CAPTION>
                                                        Three months June 30,           Six months 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.

                                       3
<PAGE>
                       CENTRAL PRODUCTION UTILITIES, INC.

          UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2001 AND 2000


<TABLE>
<CAPTION>
                                                 Three months ended June 30,           Six months ended 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.

                                       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>
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.

                                       5
<PAGE>
                       CENTRAL PRODUCTION UTILITIES, INC.

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


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    $    --
                                                        ============    =======

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

                                       6
<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,  2001and  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.

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.

                                       7
<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 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 $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  $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.

                                       8
<PAGE>
(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.

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

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.

                                       9
<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".

     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.

                                       10
<PAGE>
     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.

     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.

LIQUIDITY AND CAPITAL RESOURCES

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

                           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

                                       11
<PAGE>
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

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.

     (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.

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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


August 12, 2001                   By /s/ Stan Dedmon
                                      -------------------------------------
                                      Stan Dedmon
                                      Director and President

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