SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                   ------------------------------------------
                                   FORM 10-KSB
                                   (Mark one)
[X]  Annual  report  under section 13 or 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended  April 30, 2001
                           --------------
OR
[ ]  Transition report under section 13 or 15(d) of the Securities Exchange Act
of  1934
For the transition Period from ________ to ________.

Commission  file  number:  000-29919
                           ----------

                             GENTRY RESOURCES, INC.
                             ----------------------
                 (Name of small business issuer in its charter)

                Nevada                                       76-0594911
                ------                                       ----------
    (State or other jurisdiction                          (I.R.S. Employer
   of incorporation or organization)                     Identification No.)

                          5076 Angus Drive
                 Vancouver, British Columbia, Canada       V6M 3M5
                 -----------------------------------       -------
             (Address of principal executive offices)     (Zip Code)

Issuer's telephone number:  (604) 269-9881

Securities registered under Section 12(b) of the Act:
            (Title of Class)                            Name of exchange on
                                                        which registered


                   None                                      None
 -------------------------------------        --------------------------------

Securities registered under Section 12(g) of the Act:  Common Stock, $0.001 par
                                                       -------------------------
                                                       value
                                                       -------------------------
                                                        (Title of class)

Check  whether  the Issuer (1) filed all reports required to be filed by Section
13  or  15(d)  of  the Securities Exchange Act during the past 12 months (or for
such  shorter period that the registrant was required to file such reports), and
(2)  has  been  subject  to  such  filing  requirements  for  the  past 90 days.
     Yes       No   X
          ---      ---

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

Registrant's  revenues  for  its  most  recent  fiscal  year:  $Nil
                                                               ----


<PAGE>
The  aggregate  market  value  of the voting stock held by non-affiliates of the
registrant  on September 27, 2001, computed at which the stock was sold, was $0,
assuming  solely  for purposes of this calculation that all directors, executive
officers and 5% beneficial owners of stock of the issuer are "affiliates."  This
determination  of affiliate status is not necessarily a conclusive determination
for  other  purposes.

On  September  27,  2001,  the  registrant had 2,500,000 shares of Common Stock,
$0.001  par  value  per  share,  issued  and  outstanding.


TRANSITIONAL  SMALL  BUSINESS  DISCLOSURE  FORMAT:  Yes  [ ]  No  [X]


<PAGE>
<TABLE>
<CAPTION>
                                       GENTRY RESOURCES, INC.

INDEX  TO
ANNUAL  REPORT  ON  FORM  10-KSB
FOR  THE  TWELVE  MONTH  PERIOD  ENDED  APRIL  30,  2001

<S>         <C>                                                                            <C>
PART I                                                                                     PAGE
Item 1      Description of Business . . . . . . . . . . . . . . . . . . . . . . . . . . .     1
Item 2      Description of Property . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Item 3      Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
Item 4      Submission of Matters to a Vote of Security Holders . . . . . . . . . . . . .     4

PART II
Item 5      Market for Common Equity and Related Stockholder Matters. . . . . . . . . . .     4
Item 6      Management's Discussion & Analysis of Financial Condition & Results . . . . .
            of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     5
Item 7      Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-1
Item 8      Changes In and Disagreements with Accountants On Accounting &
            Financial Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    10

PART III
Item 9      Directors, Executive Officers, Promoters and Control Persons; Compliance With
            Section 16(a) of the Exchange Act  . . . . . . . . . . . . . . . . . . . . . .   10
Item 10     Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
Item 11     Security Ownership of Certain Beneficial Owners and Management . . . . . . . .   12
Item 12     Certain Relationships and Related Transactions . . . . . . . . . . . . . . . .   12
Item 13     Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . .   13

SIGNATURES   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
</TABLE>


<PAGE>
                                     PART I

ITEM  1.  DESCRIPTION  OF  BUSINESS
-----------------------------------

Certain  statements  contained  in  this  Report, including, without limitation,
statements containing the words, "believes," "anticipates," "expects," and other
words  of  similar  import,  constitute  "forward-looking statements" within the
meaning  of  Section  27A of the Securities Act of 1933, as amended, and Section
21E  of  the  Securities Exchange Act of 1934, as amended.  Such forward-looking
statements  involve  known  and  unknown  risks, uncertainties and other factors
which  may  cause  the  actual  results,  performance  or achievements of Gentry
Resources, Inc. to be materially different from any future results, performance,
or  achievements  expressed or implied by such forward-looking statements. Given
these  uncertainties,  readers are cautioned not to place undue reliance on such
forward-looking  statements.  Gentry Resources, Inc. disclaims any obligation to
update  any  such factors or to announce publicly the results of any revision of
the  forward-looking statements contained or incorporated by reference herein to
reflect  future  events  or  developments.

THE  COMPANY

     GENERAL

Gentry  Resources,  Inc.  (the "Company") was incorporated under the laws of the
State  of  Nevada  on  July  17,  1998,  and  is  in the early developmental and
promotional  stages.  To  date,  the  Company's  only  activities  have  been
organizational,  directed  at  raising  its  initial  capital and developing its
business plan. The Company has not commenced operations. The Company has no full
time  employees  and  owns  no  real  estate.

Business  Purpose.

The  business  plan of the Company is to merge with or acquire a business entity
in exchange for the Company's securities. The Company will attempt to locate and
negotiate  with a business entity for the merger of that target company into the
Company.  In certain instances, a target company may wish to become a subsidiary
of  the  Company  or  may  wish  to contribute assets to the Company rather than
merge.  No  assurances  can  be  given  that  the  Company will be successful in
locating  or  negotiating  with  any  target  company.

The  Company  will  seek  a  foreign  or  domestic private company interested in
becoming,  through  a  business  combination  with  the  Company,  a  reporting
("public")  company  whose  securities  are  qualified for trading in the United
States  secondary  market.  By  entering  in  to a business combination with the
Company,  the  target  company can acquire a controlling ownership interest in a
public  company  without  incurring  the  cost  and  time required to conduct an
initial  public  offering.  As a result, the target company may reap some of the
perceived  benefits of being a reporting company with a class of publicly-traded
securities,  including:

-    the  ability to use registered securities to make acquisitions of assets or
     businesses;
-    increased  visibility  in  the  financial  community;
-    the  facilitation  of  borrowing  from  financial  institutions;
-    improved  trading  efficiency;
-    shareholder  liquidity;


                                        1
<PAGE>
 -   greater  ease  in  subsequently  raising  capital;
 -   compensation  of  key  employees  through  stock  options;
 -   enhanced  corporate  image;
 -   a presence  in  the  United  States  capital  market.

Potential  Target  Companies

A  business  entity,  if  any, which may be interested in a business combination
with  the  Company  may  include  the  following:

     -    a company for which a primary purpose of becoming public is the use of
          its  securities  for  the  acquisition  of  assets  or  businesses;
     -    a  company  which is unable to find an underwriter of securities or is
          unable  to  find  an underwriter securities on terms acceptable to it;
     -    a  company which wishes to become public with less of its common stock
          than  would  occur  upon  an  underwriting;
     -    a  company  which  believes  that  it  will  be able obtain investment
          capital  on  more  favorable  terms  after  it  has  become  public;
     -    a  foreign  company  which  may  wish an initial entry into the United
          States  securities  market;
     -    a special situation company, such as a company seeking a public market
          to  satisfy  redemption  requirements under a qualified employee stock
          option  plan;
     -    a  company  seeking  one  or  more  of the other perceived benefits of
          becoming  a  public  company.

A business combination with a target company will likely involve the transfer to
the target company of the majority of the issued and outstanding common stock of
the  Company,  and  the substitution by the target company of its own management
and  board  of  directors.

No  assurances  can  be  given  that  the  Company  will be able to enter into a
business  combination,  as  to the terms of a business combination, or as to the
nature  of  the  target  company.

Blank  Check  Company

The  proposed  business  activities  described  herein classify the Company as a
blank check company. The Company meets the definition of a "blank check" company
under  the  Securities  Act  of  1933,  which  defines  blank check company as a
development  stage  company that has no specific business plan or purpose or has
indicated that its business plan is to engage in a merger or acquisition with an
unidentified  company  or  companies  and is issuing "penny stock" securities. A
"penny  stock"  security  is any equity security that has a market price of less
than  $5.00  per  share  or with an exercise price of less than $5.00 per share,
subject  to  certain  exceptions.

The  Securities  and  Exchange Commission and many states have enacted statutes,
rules  and regulations limiting the sale of securities of blank check companies.
The  Company  must comply with the Securities and Exchange Act rules in order to
raise  capital  through  a public offering. The gross proceeds from an offering,
less  certain  underwriting and other expenses, must be deposited into an escrow
or  trust  account.  The  securities issued in connection with the offering must
also  be  deposited in escrow, and may not be transferred. Once an agreement has
been  reached  with  a  merger  candidate,  each investor must decide whether to
remain  an investor in the offering. Management does not intend to undertake any
efforts to cause a market to develop in the Company's securities until such time
as  the Company has successfully implemented its business plan described herein.


                                        2
<PAGE>
There  are  no plans, arrangements, or understandings pending for the Company to
acquire  or to be acquired by any entity. The Company has engaged in discussions
concerning  potential  business  combinations,  but  has  not  entered  into any
agreement  for  such  a  combination.

     COMPETITION

The  Company  will be in direct competition with many entities in its efforts to
locate  suitable  business  opportunities.  Included in the  competition will be
business  development  companies, venture capital partnerships and corporations,
small  business  investment companies, venture capital  affiliates of industrial
and  financial  companies, broker-dealers and investment bankers, management and
management  consultant  firms  and  private individual investors.  Most of these
entities  will  possess  greater  financial resources and will be able to assume
greater  risks  than  those  which  the Company, with its limited capital, could
consider.  Many  of  these  competing  entities  will also possess significantly
greater  experience  and  contacts than the Company's management.  Moreover, the
Company  also  will  be  competing with numerous other blank check companies for
such  opportunities.

     EMPLOYEES

Gentry  Resources is a development stage company and currently has no employees.
Gentry  Resources  is currently managed by Michael Kirsh, its President.  Gentry
Resources  looks  to  Mr.  Kirsh  for  his  entrepreneurial  skills and talents.
Management  plans to use consultants, attorneys and accountants as necessary and
does  not  plan  to  engage  any full-time employees in the near future.  Gentry
Resources may hire employees whose compensation may include the right to acquire
stock  in Gentry Resources, which would dilute the ownership interest of holders
of  existing  shares  of  its  common  stock.

     AVAILABLE  INFORMATION  AND  REPORTS  TO  SECURITIES  HOLDERS

Gentry  Resources  is  subject  to  the  information  and  periodic  reporting
requirements of the Securities Exchange Act and, accordingly, will file periodic
reports, proxy statements and other information with the Securities and Exchange
Commission.  Such  periodic reports, proxy statements and other information will
be  available  for  inspection  and copying at the Commission's public reference
room, and the website of Commission's Public Reference Room located at 450 Fifth
Street  N.W.,  Washington  D.C.  20549.  Please  call  the  Commission  at
1-800-SEC-0330 for further information about the public reference rooms.  Gentry
Resources' filings with the Commission are also available to the public from the
Commission's  website  at  http://www.sec.gov.


                                        3
<PAGE>
ITEM  2.  DESCRIPTION  OF  PROPERTY
-----------------------------------

Gentry  Resources  currently maintains limited office space, occupied by Michael
Kirsh,  for  which  it pays no rent. Its address is 5076 Angus Drive, Vancouver,
British  Columbia,  Canada,  and  its  phone  number  is (604) 269-9881.  Gentry
Resources  does  not believe that it will need to obtain additional office space
at  any  time  in  the  foreseeable future until its business plan is more fully
implemented.

ITEM  3.  LEGAL  PROCEEDINGS
----------------------------

None.

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

No  matters  were  submitted  to the shareholders during the twelve month period
ended  April  30,  2001.


                                     PART II

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

No  established  public  trading market exists for Gentry Resources' securities.
Gentry Resources has no common equity subject to outstanding purchase options or
warrants.  Gentry  Resources  has  no  securities  convertible  into  its common
equity.  There is no common equity that could be sold pursuant to Rule 144 under
the  Securities  Act  or  that Gentry Resources has agreed to register under the
Securities  Act  for  sale  by  shareholders.  There is no common equity that is
being,  or  has  been  publicly  proposed  to  be,  publicly  offered  by Gentry
Resources.

The  Company  may  apply for listing on the NASD OTC Bulletin Board or may offer
its  securities  in  what  are  commonly referred to as the "pink sheets" of the
National  Quotation  Bureau,  Inc.

As  of  September  27,  2001,  there  were  2,500,000  shares  of  common  stock
outstanding,  held  by  1  shareholder  of  record.

To date Gentry Resources has not paid any dividends on its common stock and does
not  expect  to  declare  or  pay  any  dividends  on  its  common  stock in the
foreseeable future.  Payment of any dividends will depend upon Gentry Resources'
future  earnings,  if  any, its financial condition, and other factors as deemed
relevant  by  the  Board  of  Directors.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

Since  July 17, 1998 (the date of the Company's formation), the Company has sold
its  Common  Stock  to  the  persons  listed  in the table below in transactions
summarized  as  follows:


                                        4
<PAGE>
Shareholder               Date     Number of Shares  Consideration  Exemption
------------------------  -------  ----------------  -------------  ---------
J.P  Beehner              7-30-98           250,000  1              2
------------------------  -------  ----------------  -------------  ---------
Dorothy  Mortenson        7-30-98           250,000  1              2
------------------------  -------  ----------------  -------------  ---------
Laurent  Barbudaux        4-28-99           200,000           $200  3
------------------------  -------  ----------------  -------------  ---------
Marie  M.  Charles        4-28-99           200,000           $200  3
------------------------  -------  ----------------  -------------  ---------
James R. Collins, D.V.M.  4-28-99           200,000           $200  3
------------------------  -------  ----------------  -------------  ---------
Jock R. Collins, D.V.M.   4-28-99           200,000           $200  3
------------------------  -------  ----------------  -------------  ---------
Terry  Fowler             4-28-99           200,000           $200  3
------------------------  -------  ----------------  -------------  ---------
Roy Donovan Hinton, Jr.   4-28-99           200,000           $200  3
------------------------  -------  ----------------  -------------  ---------
C.E.  Kaiser              4-28-99           200,000           $200  3
------------------------  -------  ----------------  -------------  ---------
David  R.  Mortenson      4-28-99           200,000           $200  3
------------------------  -------  ----------------  -------------  ---------
Joshua  J.  Mortenson     4-28-99           200,000           $200  3
------------------------  -------  ----------------  -------------  ---------
Joshua  D.  Smetzer       4-28-99           200,000           $200  3
------------------------  -------  ----------------  -------------  ---------

1 Consideration  consisted  of pre-incorporation consulting services rendered to
the Registrant related to investigating and developing the Registrant's proposed
business  plan  and  capital  structure  and  completing  the  organization  and
incorporation  of  the  Registrant.

2 Sale  made  in  reliance  upon  exemption  from registration under Rule 506 of
Regulation  D,  and  sections 3(b) and 4(2) of the Securities Act of 1933 due to
the  shareholders being Gentry's founders and serving as its initial management,
and  the  limited  number  of  investors  (two).

3 Sale  made  in  reliance  upon  exemption  from registration under Rule 504 of
Regulation  D  and  section  3(b)  of the Securities Act of 1933.  The Company's
shares  were  valued  at  $0.001  per  share, and they were issued to accredited
investors  according  to  an  exemption  from  registration under Texas law that
permits  general  solicitation and general advertising so long as sales are made
only  to  accredited  investors.  Texas  law  defines "accredited investor" as a
natural  person whose individual net worth, or joint net worth with the person's
spouse,  at  the time of purchase exceeds $1 million, or whose income during the
past two years exceeds $200,000 individually or $300,000 jointly with spouse and
who  expects  to  continue  the  same  income level in the current year.  If the
exemption  under Rule 504 of Regulation D is not available, the Company believes
that  the  issuance  was also exempt under Rule 506 of Regulation D and Sections
3(b) and 4(2) under the Securities Act of 1933 due to limiting the manner of the
offering,  promptly filing notices of sales, and limiting the issuance of shares
to  a  small  number  of  accredited  investors  (ten).

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF  OPERATIONS
--------------

The  following  discussion and analysis of Gentry Resources' financial condition
and  results  of  operations  should  be  read in conjunction with the Financial
Statements  and accompanying notes and the other financial information appearing
elsewhere  in  this  report.  The  statements  contained in this section include
projections  of  future results and "forward-looking statements" as that term is
defined  in  Section  27A  of the Act, and Section 21E of the Exchange Act.  All
statements  that  are  included  in  this  Registration  Statement,  other  than
statements  of  historical  fact,  are  forward-looking  statements.  Although
management  believes  that  the  expectations reflected in these forward-looking
statements  are reasonable, it can give no assurance that such expectations will
prove  to  have been correct.  Important factors that could cause actual results
to  differ  materially  from  the  expectations  are  disclosed  in this report,
including,  without  limitation,  in  conjunction  with  those  forward-looking
statements  contained  in  the  report.


                                        5
<PAGE>
     OVERVIEW

Gentry  Resources is a blank check company whose plan of operation over the next
twelve  months  is  to  seek  and, if possible, acquire an operating business or
valuable  assets  by  entering  into  a  business  combination.

Gentry  Resources  remains  in  the  development stage and, since inception, has
experienced  no  signigicant  change  in  liquidity  or  capital  resources  or
shareholders' equity.  Consequently, Gentry Resource's balance sheet as of April
30,  2001,  reflects  total  assets  of  nil.

The  Company is a development stage company as defined in Statement of Financial
Accounting  Standards  No.  7,  "Accounting  and  Reporting by Development Stage
Enterprises."  The  Company  has  not  been operational, other than occasionally
searching  for  a  business  or  venture  to acquire, as described below, or had
revenues other than interest income since its inception.  All losses accumulated
since  inception have been considered as part of the Company's development stage
activities.

     PLAN  OF  OPERATION

During  the  period  from July 17, 1998 through April 30, 2001, Gentry Resources
has  engaged  in  no significant operations other than organizational activities
and  preparation of a registration statement to become a reporting company under
the  Securities  Exchange  Act  of  1934,  as  amended (the "Exchange Act").  No
revenues  were  received  by  Gentry  Resources  during  this  period.

The  proposed  business  activities  described  herein classify the Company as a
"blank check" company.  Many states have enacted statutes, rules and regulations
limiting  the  sale of securities of "blank check" companies in their respective
jurisdictions.  Management  does  not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as the Company has
successfully  implemented  its  business  plan.

The  SEC  defines a blank check company as one which has no specific business or
plan  other  than to consummate an acquisition of or merge into another business
or  entity.  A  number  of  states  have enacted statutes, rules and regulations
limiting  the  sale of securities of "blank check" companies in their respective
jurisdictions.  Additionally, some states prohibit the initial offer and sale as
well  as  any subsequent resale of securities of shell companies to residents of
their  states.  For  this reason, management advises that any potential investor
who  has  an  interest  in  the Company should consult local blue sky counsel to
determine  whether  the  state  within which that investor resides prohibits the
purchase  of  shares  of  the  Company  in  that  jurisdiction.

The  selection  of a business opportunity in which to participate is complex and
risky.  Additionally,  as  the  Company  has  only  limited resources, it may be
difficult  to  find favorable opportunities.  There can be no assurance that the
Company will be able to identify and acquire any business opportunity which will
ultimately  prove  to  be  beneficial  to the Company and its shareholders.  The
Company  will  select  any  potential business opportunity based on management's
business  judgment.


                                        6
<PAGE>
The Company voluntarily filed a registration statement on Form 10-SB in order to
make  information  concerning  itself  more  readily  available  to  the public.
Management  believes  that  a  reporting  company  under  the Exchange Act could
provide  a  prospective  merger  or  acquisition  candidate  with  additional
information  concerning the Company.  In addition, management believes that this
might make the Company more attractive to an operating business opportunity as a
potential  business  combination  candidate.  As  a  result  of  filing  its
registration  statement,  the  Company  is obligated to file with the Commission
certain  interim  and  periodic  reports  including  an annual report containing
audited  financial  statements.  The  Company intends to continue to voluntarily
file  these  periodic  reports  under the Exchange Act even if its obligation to
file  such reports is suspended under applicable provisions of the Exchange Act.

Any target acquisition or merger candidate of the Company will become subject to
the  same  reporting  requirements  as the Company upon consummation of any such
business  combination.  Thus,  in  the  event  that  the  Company  successfully
completes  an  acquisition  or  merger  with  another  operating  business,  the
resulting  combined  business  must  provide audited financial statements for at
least  the  two  most  recent  fiscal  years  or, in the event that the combined
operating  business  has been in business less than two years, audited financial
statements  will  be  required  from  the  period  of  inception  of  the target
acquisition  or  merger  candidate.

The  Company  has no recent operating history and no representation is made, nor
is  any  intended,  that  the  Company  will be able to carry on future business
activities  successfully.  Further,  there  can be no assurance that the Company
will  have  the ability to acquire or merge with an operating business, business
opportunity  or  property  that  will  be  of  material  value  to  the Company.

There is always a present potential that the Company may acquire or merge with a
business  or company in which the Company's promoters, management, affiliates or
associates  directly  or  indirectly  have  an  ownership interest.  There is no
formal  existing  corporate  policy regarding such transactions, however, in the
event  such  a  potential  arises,  the  Company  shall disclose any conflict of
interest  to its directors and shareholders for  purposes of determining whether
to  acquire  or  merge  with such a business.  Management does not foresee or is
aware  of  any  circumstances  under  which  this  policy  may  be  changed.

The  Company  will  not  be  restricted  in  its search for business combination
candidates  to  any  particular geographical area, industry or industry segment,
and  may enter into a combination with a private business engaged in any line of
business,  including  service,  finance, mining, manufacturing, real estate, oil
and gas, distribution, transportation, medical, communications, high technology,
biotechnology  or any other.  Management's discretion is, as a practical matter,
unlimited  in  the  selection  of  a  combination  candidate.  Management of the
Company  will  seek  combination  candidates  in  the  United  States  and other
countries, as available time and resources permit, through existing associations
and  by  word  of  mouth.  This  plan  of operation has been adopted in order to
attempt  to  create  value  for  the  Company's  shareholders.

The Company at this time does not foresee generating any substantial income over
the  next  12  months.  The  Company's  main  purpose  and goal is to locate and
consummate  a  merger  or  acquisition  with  a  private  entity.  The Company's
directors will be compensated with  stock of any surviving Company subsequent to
a  merger  or  acquisition  with  a  private  entity.


                                        7
<PAGE>
The  Company  has  no  commitment for any capital expenditure and foresees none.
However,  the  Company  will  incur  routine  fees  and expenses incident to its
reporting  duties as a public company, and it will incur expenses in finding and
investigating  possible acquisitions and other fees and expenses in the event it
makes  an acquisition or attempts but is unable to complete an acquisition.  The
Company's  cash  requirements  for  the  next  12  months are relatively modest,
principally  accounting  expenses  and other expenses relating to making filings
required  under  the  Exchange  Act,  which  should not exceed $1,500 per fiscal
quarter.  Any  travel,  lodging  or  other  expenses  which may arise related to
finding, investigating and attempting to complete a combination with one or more
potential  acquisitions  could  also  amount  to  thousands  of  dollars.

The  Company  will  only  be  able  to  pay  its future debts and meet operating
expenses  by  raising  additional  funds,  acquiring  a  profitable  company  or
otherwise  generating positive cash flow.  As a practical matter, the Company is
unlikely  to  generate  positive  cash  flow by any means other than acquiring a
company  with  such  cash flow.  The Company believes that management members or
shareholders  will  loan  funds to the Company as needed for operations prior to
completion of an acquisition.  Management and the shareholders are not obligated
to provide funds to the Company, however, and it is not certain they will always
want or be financially able to do so.  The Company s shareholders and management
members  who  advance  money  to  the  Company  to cover operating expenses will
expect to be reimbursed, either by the Company or by the company acquired, prior
to  or at the time of completing a combination.  The Company has no intention of
borrowing money to reimburse or pay salaries to any Company officer, director or
shareholder  or  their  affiliates.  There  currently  are  no  plans  to  sell
additional  securities  of  the  Company  to  raise  capital,  although sales of
securities  may  be  necessary  to  obtain  needed funds.  The Company's current
management and its counsel have agreed to continue their services to the Company
and  to  accrue  sums  owed  them  for  services and expenses and expect payment
reimbursement  only.

Should  existing  management  or  shareholders  refuse  to advance needed funds,
however,  the  Company would be forced to turn to outside parties to either loan
money  to  the  Company  or  buy  the  Company securities. There is no assurance
whatever  that  the  Company  will be able at need to raise necessary funds from
outside  sources.  Such  a  lack of funds could result in severe consequences to
the  Company,  including  among  others:

     (1)  failure  to  make  timely  filings  with  the  SEC  as required by the
          Exchange  Act,  which  also  probably  would  result  in suspension of
          trading  or quotation in the Company's stock and could result in fines
          and  penalties  to  the  Company  under  the  Exchange  Act;

     (2)  curtailing  or eliminating the Company's ability to locate and perform
          suitable  investigations  of  potential  acquisitions;  or

     (3)  inability  to complete a desirable acquisition due to lack of funds to
          pay  legal  and  accounting  fees  and  acquisition-related  expenses.


                                        8
<PAGE>
The Company hopes to require potential candidate companies to deposit funds with
the  Company that it can use to defray professional fees and travel, lodging and
other  due  diligence  expenses  incurred by the Company's management related to
finding and investigating a candidate company and negotiating and consummating a
business  combination.  There  is no assurance that any potential candidate will
agree  to  make  such  a  deposit.

The  Company  does  not  intend  to do any product research or development.  The
Company  does  not  expect  to  buy  or sell any real estate, plant or equipment
except  as  such a purchase might occur by way of a business combination that is
structured  as  an  asset  purchase,  and  no  such  asset purchase currently is
anticipated.  Similarly, the Company does not expect to add additional employees
or  any  full-time  employees  except  as  a  result  of  completing  a business
combination,  and  any  such  employees  likely  will  be  persons  already then
employed  by  the  company  acquired.

In  its  Independent  Auditor's Report, Gentry Resources' accountants state that
Gentry  Resources' failure to generate revenues and conduct operations since its
inception raise substantial doubt about Gentry Resources' ability to continue as
a going concern.  Gentry Resources will require substantial working capital, and
currently  has inadequate capital to fund its business.  Gentry Resources may be
unable  to  raise  the funds necessary for implementing its business plan, which
could  severely  limit  its  operations  and  cause  its  stock to be worthless.


                                        9
<PAGE>
ITEM  7.  FINANCIAL  STATEMENTS
-------------------------------

Gentry  Resources,  Inc.

Index  to  Financial  Statements  Contents

Report  of  Independent  Auditors. . . . . . . . . . . . . . . . . . . .   F-1
Balance  Sheets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   F-2
Statements  of  Operations . . . . . . . . . . . . . . . . . . . . . . .   F-3
Statements  of  Cash  Flows. . . . . . . . . . . . . . . . . . . . . . .   F-4
Statements  of  Stockholder's  Equity. . . . . . . . . . . . . . . . . .   F-5
Notes  to  the  Financial  Statements. . . . . . . . . . . . . . . . . .   F-7


<PAGE>
                             [MANNING ELLIOTT LOGO]

MANNING ELLIOTT        |  11th floor, 1050 West Pender Street, Vancouver, BC,
                       |  Canada V6E 3S7
CHARTERED ACCOUNTANTS  |  Tel: 604.714.3600 Fax: 604.714.3669
                       |  Web: manningelliott.com


                          Independent Auditor's Report
                          ----------------------------


To  the  Board  of  Directors
Gentry  Resources,  Inc.
(A  Development  Stage  Company)

We  have  audited  the  accompanying  balance sheet of Gentry Resources, Inc. (A
Development  Stage  Company)  as  of  April  30,  2001  and 2000 and the related
statements  of  operations,  stockholders'  equity and cash flows for the period
from  July  17,  1998  (Date of Inception) to April 30, 2001 and the years ended
April  30,  2001  and 2000. These financial statements are the responsibility of
the  Company's  management. Our responsibility is to express an opinion on these
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance with U.S. generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts and disclosures in the financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as well as evaluating the overall financial statement presentation.
We  believe  that  our  audit  provides  a  reasonable  basis  for  our opinion.

In  our  opinion, the aforementioned financial statements present fairly, in all
material  respects,  the  financial  position  of  Gentry  Resources,  Inc.  (A
Development  Stage  Company),  as of April 30, 2001 and 2000, and the results of
its  operations  and  its  cash flows for the period from July 17, 1998 (Date of
Inception)  to  April  30,  2001 and the years ended April 30, 2001 and 2000, in
conformity  with  U.S.  generally  accepted  accounting  principles.

The  accompanying  financial  statements have been prepared assuming the Company
will  continue  as  a  going  concern.  As  discussed in Note 1 to the financial
statements,  the  Company  has  not  generated  any  revenues  or  conducted any
operations  since  inception.  These  factors  raise substantial doubt about the
Company's  ability  to continue as a going concern. Management's plans in regard
to  these  matters are also discussed in Note 1. The financial statements do not
include  any adjustments that might result from the outcome of this uncertainty.

CHARTERED  ACCOUNTANTS
Vancouver,  Canada
August  31,  2001


                                      F1
<PAGE>
<TABLE>
<CAPTION>
Gentry Resources, Inc.
(A Development Stage Company)
Balance Sheets
(expressed in U.S. dollars)


                                                               April 30,    April 30,
                                                                 2001         2000
                                                                  $            $
<S>                                                           <C>          <C>

                             Asset
License (Note 3)                                                       -            -
                                                              -----------  -----------

Total Assets                                                           -            -
                                                              ===========  ===========


             Liabilities and Stockholders' Equity

Current Liabilities
  Accounts payable                                                 3,127            -
  Accrued liabilities                                                650            -
  Owing to a director (Note 4)                                     2,200            -
                                                              -----------  -----------

Total Liabilities                                                  5,977            -
                                                              -----------  -----------


Contingent Liability (Note 1)

Stockholders' Equity (Deficit)
Common Stock, 10,000,000 shares authorized with a par value
  of $.001; 2,500,000 shares issued and outstanding                2,500        2,500
Additional Paid-in Capital                                            87           87
Donated Capital                                                    9,000            -
                                                              -----------  -----------

                                                                  11,587        2,587
Deficit Accumulated During the Development Stage                 (17,564)      (2,587)
                                                              -----------  -----------

Total Stockholders' Equity (Deficit)                              (5,977)           -
                                                              -----------  -----------

Total Liabilities and Stockholders' Equity                             -            -
                                                              ===========  ===========
</TABLE>

                                      F2
    (The accompanying notes are an integral part of the financial statements)


<PAGE>
<TABLE>
<CAPTION>
Gentry Resources, Inc.
(A Development Stage Company)
Statements of Operations
(expressed in U.S. dollars)


                                       Accumulated from
                                        July 17, 1998
                                     (Date of Inception)      Year ended        Year ended
                                      to April 30, 2001     April 30, 2001    April 30, 2000
                                              $                   $                 $
<S>                                  <C>                   <C>               <C>
Revenues                                               -                 -                 -
                                     --------------------  ----------------  ----------------

Expenses
  Accounting and audit                             2,850             2,850                 -
  Amortization of license                          1,500                 -             1,500
  Donated overhead                                 3,000             3,000                 -
  Donated services                                 6,000             6,000                 -
  Legal                                            3,127             3,127                 -
  License written-off                                500                 -               500
  Organization expenses                              587                 -                 -
                                     --------------------  ----------------  ----------------

                                                  17,564            14,977             2,000
                                     --------------------  ----------------  ----------------

Net Loss                                         (17,564)          (14,977)           (2,000)
                                     ====================  ================  ================

Basic Net Loss Per Share                                             (0.01)            (0.01)
                                                           ================  ================

Weighted Average Shares Outstanding                              2,500,000         2,500,000
                                                           ================  ================
</TABLE>

                                      F3
    (The accompanying notes are an integral part of the financial statements)


<PAGE>
<TABLE>
<CAPTION>
Gentry  Resources,  Inc.
(A  Development  Stage  Company)
Statements  of  Cash  Flows
(expressed  in  U.S.  dollars)


                                                Accumulated from
                                                 July 17, 1998
                                              (Date of Inception)      Year ended        Year ended
                                               to April 30, 2001     April 30, 2001    April 30, 2000
                                                       $                   $                 $
<S>                                           <C>                   <C>               <C>

Cash Flows to Operating Activities
  Net loss                                                (17,564)          (14,977)           (2,000)
  Non cash items
    Expenses not paid with cash                               587                 -                 -
    Amortization of license                                 1,500                 -             1,500
    License written-off                                       500                 -               500
    Donated services                                        6,000             6,000                 -
    Donated overhead                                        3,000             3,000                 -
  Change in non-cash working capital items
    Accounts payable and accrued liabilities                3,777             3,777                 -
    Due to a director                                       2,200             2,200                 -
                                              --------------------  ----------------  ----------------

Net Cash Used by Operating Activities                           -                 -                 -
                                              --------------------  ----------------  ----------------

Cash Flows from Financing Activities
  Increase in shares issued                                     -                 -                 -
                                              --------------------  ----------------  ----------------

Net Cash Provided by Financing Activities                       -                 -                 -
                                              --------------------  ----------------  ----------------

Change in cash                                                  -                 -                 -
Cash - beginning of year                                        -                 -                 -
                                              --------------------  ----------------  ----------------

Cash - end of year                                              -                 -                 -
                                              ====================  ================  ================
</TABLE>

                                      F4
    (The accompanying notes are an integral part of the financial statements)


<PAGE>
<TABLE>
<CAPTION>
<S>                                             <C>    <C>  <C>
Non-Cash Financing Activities
  A total of 500,000 shares were issued at
  a fair market value of $0.001 per share for
  organization costs                              500    -    -
  A total of 2,000,000 shares were issued at
  a fair market value of $0.001 per share for
  the acquisition of a License (Note 3)         2,000    -    -
  Organization costs paid for by a director
  for no consideration treated as additional
  paid in capital                                  87    -    -
                                                -----  ---  ---

                                                2,587    -    -
                                                =====  ===  ===

Supplemental Disclosures
  Interest paid                                     -    -    -
  Income tax paid                                   -    -    -
</TABLE>

                                      F5
    (The accompanying notes are an integral part of the financial statements)


<PAGE>
<TABLE>
<CAPTION>
Gentry Resources, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From July 17, 1998 (Date of Inception) to April 30, 2001
(expressed in U.S. dollars)


                                                                                  Deficit
                                                                                Accumulated
                                                                                During the
                                                              Common Stock      Development
                                                            Shares    Amount       Stage
                                                               #         $           $
<S>                                                        <C>        <C>      <C>
Balance - July 17, 1998 (Date of Inception)                        -        -             -
  Stock issued for $500 of organizational expenses           500,000      500             -
  Additional paid in capital for organizational expenses
    incurred by a director on behalf of the Company                -       87             -
  Stock issued for "The Biocatalyst License" at a fair
    market value of $0.001 per share                       2,000,000    2,000             -
  Net loss for the period                                          -        -          (587)
                                                           ---------  -------  -------------

Balance - April 30, 1999                                   2,500,000    2,587          (587)
  Net loss for the year                                            -        -        (2,000)
                                                           ---------  -------  -------------

Balance - April 30, 2000                                   2,500,000    2,587        (2,587)
  Net loss for the year                                            -        -       (14,977)
                                                           ---------  -------  -------------

Balance - April 30, 2001                                   2,500,000    2,587       (17,564)
                                                           =========  =======  =============
</TABLE>

                                      F6
    (The accompanying notes are an integral part of the financial statements)


<PAGE>
Gentry  Resources,  Inc.
(A  Development  Stage  Company)
Notes  to  the  Financial  Statements
(expressed  in  U.S.  dollars)


1.   Development  Stage  Company

     Gentry Resources, Inc. herein (the "Company") was incorporated in the State
     of  Nevada,  U.S.A.  on  July  17,  1998. The Company acquired a license to
     market and distribute a product. As discussed in Note 3, this license is in
     jeopardy  and  the  Company  has  retained  the  right  to  sue the vendor.

     The  Company's  new  business plan is as a "blank check" company. Under the
     Securities  Act  of 1933, a blank check company is defined as a development
     stage  company  that  has  no  specific  business  plan  or  purpose or has
     indicated  that  its  business plan is to engage in a merger or acquisition
     with  an  unidentified  company  or  companies and is issuing "penny stock"
     securities.

     In  a  development stage company, management devotes most of its activities
     in  investigating business opportunities. Planned principal activities have
     not  yet  begun.  The ability of the Company to emerge from the development
     stage  with respect to any planned principal business activity is dependent
     upon  its  successful efforts to raise additional equity financing and find
     an  appropriate merger candidate. There is no guarantee that Gentry will be
     able to raise any equity financing or find an appropriate merger candidate.
     There is substantial doubt regarding the Company's ability to continue as a
     going  concern.

2.   Summary  of  Significant  Accounting  Policies

     (a)  Year  End

          The  Company's  fiscal  year  end  is  April  30.

     (b)  Licenses

          The cost to acquire the License was capitalized. The carrying value of
          the  License  is  evaluated  in  each reporting period to determine if
          there  were  events  or  circumstances which would indicate a possible
          inability  to recover the carrying amount. Such evaluation is based on
          various  analyses  including  assessing the Company's ability to bring
          the  commercial  applications  to  market,  related  profitability
          projections  and  undiscounted cash flows relating to each application
          which  necessarily  involves significant management judgment. Where an
          impairment  loss  has  been  determined  the  carrying  amount  is
          written-down  to fair market value. Fair market value is determined as
          the amount at which the license could be sold in a current transaction
          between  willing  parties.  The  License  has  been  written-off  to
          operations  due to the lack of historical cash flow of the license and
          lack  of  a  market  to  resell  the  license.

     (c)  Cash  and  Cash  Equivalents

          The Company considers all highly liquid instruments with a maturity of
          three  months  or less at the time of issuance to be cash equivalents.


                                      F7
<PAGE>
     (d)  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  periods.  Actual results could differ from
          those  estimates.

     (e)  Basic  and  Diluted  Net  Income  (Loss)  Per  Share

          The  Company  computes  net income (loss) per share in accordance with
          SFAS  No.  128,  "Earnings  per  Share"  (SFAS 128). SFAS 128 requires
          presentation  of both basic an diluted earnings per share (EPS) on the
          face  of  the  income statement. Basic EPS is computed by dividing net
          income  (loss)  available  to  common  shareholders (numerator) by the
          weighted average number of shares outstanding (denominator) during the
          period.  Diluted  EPS  gives  effect  to all dilutive potential common
          shares  outstanding  during  the period including stock options, using
          the  treasury stock method, and convertible preferred stock, using the
          if-converted method. In computing Diluted EPS, the average stock price
          for  the period is used in determining the number of shares assumed to
          be  purchased  from the exercise of stock options or warrants. Diluted
          EPS  excludes  all  dilutive  potential shares if their effect is anti
          dilutive.

3.   License

     The  Company's  only asset is a license to distribute and produce an oxygen
     enriched water product, called "Biocatalyst," for remediation of sewage and
     waste  water  in septic tanks and waste water treatment facilities, and for
     other  similar  uses,  and  the  rights  accruing  from  this  license. The
     Company's  original  business  plan was to determine the feasibility of the
     Biocatalyst  sewage  and waste remediation application, and, if Biocatalyst
     proved  to be feasible for this application, become a Biocatalyst producer.
     The  Company acquired the three-year license from Mortenson & Associates on
     April  28, 1999 by issuing 2,000,000 shares at a fair market value of $.001
     or  $2,000.  The general partner of Mortenson & Associates is also a spouse
     of  a  former  director  and officer of the Company. Mortenson & Associates
     acquired  its  right  to  sublicense  Biocatalyst  to  the  Company from NW
     Technologies.

     The Company filed a Form S-1 Registration Statement with the SEC on July 2,
     1999,  which  was  subsequently  amended  but  never declared effective. In
     December,  1999,  David  R.  Mortenson,  Mortenson & Associates' principal,
     notified  the  Company  that  he  was  involved  in a legal dispute with NW
     Technologies,  and  would  be  unable  to fulfill his obligations under the
     license to the Company. As a result, the Company's ability to implement its
     business  plan  was  seriously  undermined,  and  on February 10, 2000, the
     Company  requested  withdrawal  of  its Form S-1 Registration Statement. On
     February  18,  2000, Mortenson & Associates, the Company, and the Company's
     sole shareholder, Michael Kirsh, entered into a settlement agreement. Under
     the  terms  of the settlement agreement, Mortenson & Associates' affiliate,
     Vitamineralherb.com  will  grant  to  Mr.  Kirsh  a  license  to distribute
     vitamins  and  similar products in part for his agreement not to pursue his
     individual  claims against Mortenson & Associates. The settlement agreement
     provides  that  Mortenson will prosecute his claims against NW Technologies
     diligently,  with a goal toward recovering the Biocatalyst rights. Pursuant
     to  the  settlement  agreement,  the  Company  has  retained  its  right to
     prosecute its claims against Mortenson & Associates for breach of contract.
     The  Company  has  no  plans  to  pursue  a  claim  at  this  time.


                                      F8
<PAGE>
4.   Related  Party  Transactions

     The  License referred to in Note 3 was sold to the Company by a partnership
     whose  general  manager  is the spouse of the former Secretary/Treasurer of
     the Company and a former director for consideration of 2,000,000 shares for
     total fair market consideration of $2,000. These shares were paid evenly to
     the  ten  partners.

     The  amount  owing to the President of the Company is non-interest bearing,
     unsecured  with  no  fixed  terms  of  repayment.

     The  Company  has received donated services and overhead from the President
     of the Company valued at $500 per month for services and $250 per month for
     overhead.


                                      F9
<PAGE>
ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
--------------------------------------------------------------------------------
FINANCIAL  DISCLOSURE
---------------------

None.

                                    PART III

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

The  following  table sets forth the name, age and position of each director and
executive  officer  of  Gentry  Resources:

NAME                AGE      POSITION
--------------     -----     --------------------------------------------
Michael  Kirsh        47     President,  Secretary,  Treasurer,  Director
--------------     -----     --------------------------------------------

There  are no agreements or understandings for the officer or director to resign
at the request of another person and the above-named officer and director is not
acting  on  behalf  of  nor  will  act  at  the  direction  of any other person.

The  director  named  above  will  serve  until  his  successors are elected and
qualified.  Officers  will  hold their positions at the pleasure of the board of
directors,  absent any employment agreement.  No employment agreements currently
exist or are contemplated.  There is no arrangement or understanding between the
director  and  officer of the Company and any other person pursuant to which any
director  or  officer  was  or  is  to  be  selected  as  a director or officer.

The  director  and  officer of the Company will devote his time to the Company's
affairs  on  an "as needed" basis.  As a result, the actual amount of time which
he  will  devote  to  the  Company's  affairs  is  unknown and is likely to vary
substantially  from  month  to  month.

Mr. Kirsh became the Company's sole director and officer in May 1999. During the
past five years, Mr. Kirsh has worked with a group of independent investors that
acquires  private  companies  and  conducts  reverse  takeovers.  (Because  the
investment group is not a formal entity, it has no name and no employees.)  In a
reverse  takeover,  the  shareholder  of  an  acquired company generally ends up
owning  all  or  most  of  the  resulting  combined  company.  Mr. Kirsh devotes
approximately  20%  of  his  time  to  his  position  in  the  group, overseeing
acquisitions,  operations,  and  financing.  Since  its inception, the group has
made  one  acquisition,  Neptune  Society,  Inc.  Neptune  Society  was acquired
through a reverse takeover in March, 1999.  Neptune Society has approximately 45
employees.  Neptune  Society  now  trades  on  the  OTC bulletin board under the
symbol  "NPTN".  The  principal business focus of Neptune Society is cremations.
Before  forming his investment group, Mr. Kirsh had invested in both real estate
and  the  stock market. From approximately 1986 to 1992, Mr. Kirsh developed two
dental  practices  in Vancouver, British Columbia, CANADA, which he sold in 1992
before  forming  his  investment  group.  Mr. Kirsh is also the sole officer and
director  of  Bentleycapitalcorp.com,  Inc.,  which has a license to sell market
high-quality,  low-cost  vitamins,  minerals, nutritional supplements, and other
health  and  fitness  products  to  medical  professionals,  alternative  health
professionals,  martial  arts  studios  and  instructors,  sports  and  fitness
trainers,  other health and fitness professionals, school and other fund raising
programs and other similar types of customers via the Internet for sale to their
clients  in  British  Columbia.


                                       10
<PAGE>
OTHER  BLANK  CHECK  COMPANIES/CONFLICTS  OF  INTEREST

Mr.  Kirsh is also involved with two other "blank check" companies - development
stage  companies  that  have  no  specific  business  plan  or purpose, or whose
business  plan  is  to  engage  in  a merger or acquisition with an unidentified
entity.

Mr.  Kirsh  is  a  director  of  Mezuma  Inc. Mezuma traded on the Alberta Stock
Exchange  under  the  symbol  "MZI."  Mezuma  has currently raised approximately
$250,000.00  Canadian  and  is  looking  for  a  company  to  acquire.

Mr. Kirsh is the sole officer, director, and shareholder of Growtex, Inc., which
also  had  a  license  to  distribute Biocatalyst that has been compromised by a
dispute  between  the licensor and the owner of the technology. Growtex, Inc. is
also  in  the  process  of  registering  as  a 1934 Act company, and will seek a
business  entity  with  which  to  do  a  business  combination.

As  a  result of Mr. Kirsh's involvement with other blank check companies, there
are  potential  inherent  conflicts  of  interest  in  acting  as an officer and
director  of  the  Company.  Insofar  as  Mr. Kirsh is engaged in other business
activities,  Mr.  Kirsh  anticipates  that he will devote only a minor amount of
time  to  the  Company's  affairs.  The  Company  does not have a right of first
refusal  pertaining to opportunities that come to management's attention insofar
as  such opportunities may relate to the Company's proposed business operations.

A  conflict  may  arise in the event that another blank check company with which
management  is  affiliated  is  formed  and actively seeks a target company. The
other  blank check companies with which management is affiliated may differ from
the  Company  in  certain items such as place of incorporation, number of shares
and  shareholders,  working  capital,  types  of authorized securities, or other
items.  It  may  be that a target company may be more suitable for or may prefer
one  of the other blank check companies with which management is affiliated, and
a  business  combination  might  be negotiated on behalf of the more suitable or
preferred  blank  check  company.  Mr.  Kirsh  will  be responsible for seeking,
evaluating,  negotiating  and  consummating a business combination with a target
company  which  may  result  in  terms  providing  benefits  to  Mr.  Kirsh.

ITEM  10.  EXECUTIVE  COMPENSATION
----------------------------------

No  officer  or  director  has  received any remuneration from Gentry Resources.
Although  there  is  no  current  plan  in existence, it is possible that Gentry
Resources  will  adopt  a plan to pay or accrue compensation to its officers and
directors  for  services  related  to  the  implementation  of Gentry Resources'
business  plan.  Gentry  Resources  has  no stock option, retirement, incentive,
defined  benefit,  actuarial, pension or profit-sharing programs for the benefit
of  directors,  officers  or  other  employees,  but  the Board of Directors may
recommend  adoption of one or more such programs in the future. Gentry Resources
has  no  employment  contract  or  compensatory  plan  or  arrangement  with any
executive  officer  of Gentry Resources.  The directors currently do not receive
any  cash  compensation from Gentry Resources for his service as a member of the
board  of  directors.  There  is  no compensation committee, and no compensation
policies  have  been  adopted.


                                       11
<PAGE>
ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT
--------------------------------------------------------------------------------

The  following  table  sets  forth,  as of September 27, 2001, Gentry Resources'
outstanding  common  stock  owned  of  record  or beneficially by each Executive
Officer  and  Director  and  by each person who owned of record, or was known by
Gentry  Resources to own beneficially, more than 5% of its common stock, and the
shareholdings  of  all Executive Officers and Directors as a group.  Each person
has  sole  voting  and  investment  power  with  respect  to  the  shares shown.

                                                                PERCENTAGE
                                                     SHARES     OF SHARES
NAME                                                 OWNED      OWNED
---------------------------------------------------  ---------  ----------
Michael Kirsh
5076  Angus  Drive
Vancouver, British Columbia, Canada                  2,500,000     100%
---------------------------------------------------  ---------  ----------
ALL EXECUTIVE OFFICERS & DIRECTORS AS A
GROUP (1 Individual)                                 2,500,000     100%
---------------------------------------------------  ---------  ----------

DESCRIPTION  OF  SECURITIES

The  following  description  of  the Company's capital stock is a summary of the
material  terms  of  the Company's capital stock. This summary is subject to and
qualified in its entirety by the Company's articles of incorporation and bylaws,
and  by  the  applicable  provisions  of  Nevada  law.

The  Company's authorized capital consists of 25,000,000 shares of common stock,
par  value  $.001  per  share.  As  of September 27, 2001, 2,500,000 shares were
issued  and  outstanding.  Each record holder of common stock is entitled to one
vote  for  each share held on all matters properly submitted to the shareholders
for  their  vote.  The articles of incorporation do not permit cumulative voting
for  the  election  of  directors,  and  shareholders do not have any preemptive
rights  to purchase shares in any future issuance of the Company's common stock.

Because  the  holders  of  shares  of  the  Company's  common  stock do not have
cumulative  voting  rights,  the  holders  of  more  than  50%  of the Company's
outstanding  shares,  voting for the election of directors, can elect all of the
directors  to  be  elected, if they so choose. In such event, the holders of the
remaining  shares  will  not  be  able  to elect any of the Company's directors.

The  holders  of  shares of common stock are entitled to dividends, out of funds
legally  available therefor, when and as declared by the Board of Directors. The
Board  of  Directors  has  never  declared  a  dividend  and does not anticipate
declaring  a dividend in the future. In the event of liquidation, dissolution or
winding  up  of  the  affairs  of  the Company, holders are entitled to receive,
ratably,  the  net assets of the Company available to shareholders after payment
of  all  creditors.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
-------------------------------------------------------------

No  director,  executive officer or nominee for election as a director of Gentry
Resources,  or any member of their immediate family has entered into or proposed
any  transaction  with  Gentry  Resources  in  which the amount involved exceeds
$60,000.


                                       12
<PAGE>
ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
------------------------------------------------

None.


                                       13
<PAGE>
SIGNATURES
----------

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

                            GENTRY  RESOURCES,  INC.

                            By:/s/ Michael  Kirsh
                               ------------------
                                  Michael  Kirsh
                                   President

                            Date: September 27, 2001
                                  ------------------


In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

                            By: /s/ Michael Kirsh       Date: September 27, 2001
                               -----------------------       -------------------
                               Michael  Kirsh
                               President,  Secretary,
                               Chief  Financial  and
                               Accounting  Officer,
                               Director


                                       14
<PAGE>