UNITED STATES
                   SECURITY AND EXCHANGE COMMISSION
                         Washington, DC 20549

                              FORM 10-KSB

   FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d)
              OF THE SECURITIES AND EXCHANGE ACT OF 1934

[X]    ANNUAL REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
                 For the year ended December 31, 2002

[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15  (d)  OF  THE
SECURITIES EXCHANGE ACT
         OF 1934 (NO FEE REQUIRED)
              For the transition period _______to_______

                    Commission File Number:  0-6541

                          DISCOVERY OIL, LTD.

        (Exact name of registrant as specified in its charter)

DELAWARE                                                 83-0207909
(State of Incorporation or Organization)   (IRS Employer ID Number)

              6127 Ramirez Canyon Road, Malibu, CA  90265
               (Address of Principal Executive Offices)

                            (310) 457-1967
                    (Registrant's Telephone Number)

        Securities Registered Under Section 12 (b) of the Act:
                                 None
                            (Title of Class)

        Securities Registered Under Section 12 (g) of the Act:
                    Common Stock, $0.001 par value
                           (Title of Class)

      Indicate by check mark whether the registrant (1) has filed  all
reports  required to be filed by Section 13 or 15(d) of the Securities
Exchange  act  of  1934 during the preceding 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.
    X    YES            NO

      Indicate  by  check mark if disclosure of delinquent  filers  in
response  to  Item 405 of Regulation S-K is not contained herein,  and
will  not  be  contained,  to the best of registrant's  knowledge,  in
definitive  proxy or information statements incorporated by  reference
in Part III or any amendment to this Form 10-KSB.  [X]

      As  of  April 11, 2003, the registrant had 20,245,921 shares  of
common  stock  outstanding with a par value of $0.001.  The  aggregate
market  value  of the registrant's common stock held by non-affiliates
as  of April 11, 2003 was $164,000. The Registrant's revenues for  the
most recent fiscal year were $24,807.


                           TABLE OF CONTENTS

                                                               PAGE
                                PART I

Item 1.  Description of Business                                 3

Item 2.  Description of Properties                               6

Item 3.   Legal Proceedings                                      6

Item 4.   Submission of Matters to a Vote of Security Holders    6

                                PART II

Item 5.   Market for Registrant's Common Equity and Related
             Stockholder Matters                                 8

Item 6.   Management's Discussion and Analysis of Financial
              Condition and Results of Operations                8

Item 7.   Financial Statements                                   8

Item 8.   Changes in and Disagreements with Accountants          8

                               PART III

Item 9.  Directors and Executive Officers of the Registrant      9

Item 10.  Executive Compensation                                 9

Item 11.  Security Ownership of Certain Beneficial Owners and
Management                                                       9

Item 12.  Certain Relationships and Related Transactions         9

Item 13.  Exhibits and Reports on Form 8-K                       9

Item 14.  Controls and Procedures                               10

Signatures                                                      11

Financial Statements                                         F1-F9



                                PART I

EXPLANATORY NOTE: As used in this report, the terms "we", "us", and
"our" are sometimes used to refer to Discovery Oil, Ltd. and, as the
context requires, its management.



Item 1.  Description of Business

Safe Harbor Statement

This Form 10-KSB contains forward-looking statements.  Forward-looking
statements  include  statements concerning plans,  objectives,  goals,
strategies,  future events, or performances and underlying assumptions
that  are not statements of historical facts.  This document  and  any
other  written  or  oral statements made by us or on  our  behalf  may
include  forward-looking statements, which reflect our  current  views
with  respect to future events and financial performance.   The  words
"believe", "expect", "anticipate", "intends", "estimates", "forecast",
"project",    and   similar   expressions   identify   forward-looking
statements.

The forward-looking statements in this document are based upon various
assumptions;  many of which are based on management's  discussion  and
analysis or plan of operations and elsewhere in this report.  Although
we  believe  that these assumptions were reasonable when  made,  other
statements are not guarantees of future performance and are subject to
certain  risks and uncertainties, some of which are beyond our control
and  are difficult to predict.  Actual results could differ materially
from  those  expressed  in  forward-looking statements.   Readers  are
cautioned   not   to  place  undue  reliance  on  any  forward-looking
statements,  which reflect management's view only as of  the  date  of
this report.

General

Discovery Oil, Ltd. (the "Company", "Registrant", or "Discovery Oil"),
was  originally organized under the laws of the State  of  Wyoming  in
1964.  The Company became a Delaware corporation through a merger with
a  wholly  owned subsidiary in 1981.  Prior to 1992, the  Company  was
involved as a general partner in several limited partnerships for  the
purpose  of  drilling  oil and gas wells in Ohio,  Wyoming,  Colorado,
Kansas, and Texas.  In 1988 the company filed a petition in Bankruptcy
pursuant  to  Chapter 11 of the Bankruptcy code  in  a  United  States
Bankruptcy Court.  On July 10, 1996, the Court entered its  order  and
Final Decree, confirming the execution of the Company's reorganization
plan   and  concluding  all  proceedings  and  jurisdiction   of   the
bankruptcy.

The  Company has a non-operating working interest in six producing oil
wells  having proved reserves. The working interest grants the Company
a  12.5%  working  interest,  or a 9.32% net  revenue  interest  after
underlying  royalty payments, in the oil produced  and  marketed  from
each well. The oil wells are near the city of Signal Hill, California;
the Company maintains an office in Malibu, California.

Employees

The Company has no paid employees.  Neither of the Company's executive
officers  are  employed  by  the  Company.   Management  services  are
provided  on  an "as needed" basis without compensation.  The  Company
has  no  oral  or written contracts for services with  any  member  of
management.

Risk Factors

The  Company's business is subject to numerous risk factors, including
the following:

Independent Certified Public Accountants' Opinion - Going Concern

The  Company's  financial statements for the year ended  December  31,
2002,  were  audited  by  the Company's independent  certified  public
accountants,  whose report includes an explanatory  paragraph  stating
that  the financial statements have been prepared assuming the Company
will  continue  as a going concern and that the Company  has  incurred
operating  losses  since  its inception that raise  substantial  doubt
about its ability to continue as a going concern.

The Company must expand its operations

The Company's long term success is ultimately dependent on its ability
to  expand  its  revenue  base through the  acquisition  of  producing
properties  or  negotiating a business combination with  a  profitable
business  entity.  There  is no assurance that  the  Company  will  be
successful in its plans to expand its operations.

Limited financial resources

The  Company  has limited financial resources and, if the business  is
not  profitable, may not be able to raise sufficient funds to sustain,
continue  or  expand its business. The Company currently  has  limited
revenues  and relies principally on the issuance of common  shares  to
raise  funds  to  finance the business of the  Company.  There  is  no
assurance  that market conditions will continue to permit the  Company
to raise funds if required.

Prices  of  oil  and  natural gas fluctuate  widely  based  on  market
conditions

The  Company's revenues, operating results, cash flow and future  rate
of  growth are very dependent upon prevailing prices for oil and  gas.
Historically,  oil and gas prices and markets have been  volatile  and
not predictable, and they are likely to continue to be volatile in the
future.   Prices  for oil and gas are subject to wide fluctuations  in
response  to relatively minor changes in the supply of and demand  for
oil  and  gas, market uncertainty and a variety of additional  factors
that are beyond our control, including:

political conditions in oil producing and exporting countries;
the supply and price of foreign oil and gas;
the level of consumer product demand;
the price and availability of alternative fuels; and
the effect of federal and state regulation of production and
transportation

The Company must replace the reserves it produces

A  substantial portion of the Company's oil and gas properties contain
proved  developed reserves. Successful development and  production  of
those  reserves  cannot be assured.  There is no  assurance  that  the
Company's  present  oil  and gas wells will  continue  to  produce  at
current  or anticipated rates of production, that development drilling
will  be successful, that production of oil and gas will commence when
expected,  that there will be favorable markets for oil and gas  which
may  be  produced in the future or that production rates  achieved  in
early periods can be maintained.

The Company faces intense competition

The  oil  and natural gas industry is highly competitive.  The Company
competes  with  others for property acquisitions and for opportunities
to  explore or to develop and produce oil and natural gas. The Company
faces  strong  competition from many companies  and  individuals  with
greater capital, financial resources and larger technical staffs.

Company reserves are uncertain

Estimating   Company  proved  reserves  involves  many  uncertainties,
including   factors   beyond   the  Company's   control.   There   are
uncertainties  inherent in estimating quantities  of  proved  oil  and
natural  gas  reserves since petroleum engineering  is  not  an  exact
science.  Estimates of commercially recoverable oil and  gas  reserves
and of the future net cash flows from them are based upon a number  of
variable factors and assumptions including:

historical production from the properties compared with
production from other producing properties;
the effects of regulation by governmental agencies;
future oil and gas prices; and
future operating costs, severance and excise taxes, abandonment
costs, development costs and workover and remedial costs.

Governmental regulation, environmental risks and taxes could adversely
affect the Company's operations

The Company's oil and natural gas operations are subject to regulation
by  federal  and state governments, including environmental  laws.  To
date, the Company has not had to expend significant resources in order
to  satisfy  environmental laws and regulations presently  in  effect.
However,  compliance  costs under any new laws  and  regulations  that
might  be  enacted could adversely affect the Company's  business  and
increase  the  costs  of  planning, designing,  drilling,  installing,
operating  and abandoning the Company's oil and gas wells.  Additional
matters  that  are,  or  have  been from  time  to  time,  subject  to
governmental  regulation  include land tenure,  royalties,  production
rates,  spacing, completion procedures, water injections, utilization,
the  maximum price at which products could be sold, energy  taxes  and
the discharge of materials into the environment.

Environmental risks

The  Company  is  subject  to laws and regulations  that  control  the
discharge  of  materials  into the environment,  require  removal  and
cleanup  in  certain  circumstances, require the proper  handling  and
disposal  of waste materials or otherwise relate to the protection  of
the  environment.  In  operating and owning petroleum  interests,  the
Company   may  be  liable  for  damages  and  the  costs  of  removing
hydrocarbon spills for which it is held responsible. Laws relating  to
the  protection  of the environment have in many jurisdictions  become
more  stringent  in  recent years and may, in  certain  circumstances,
impose   strict   liability,  rendering   the   Company   liable   for
environmental damage without regard to negligence or fault on the part
of  the  Company. Such laws and regulations may expose the Company  to
liability for the conduct of, or conditions caused by, others  or  for
acts of the Company that were in compliance with all applicable law at
the   time  such  acts  were  performed.  The  application  of   these
requirements or the adoption of new requirements could have a material
adverse  effect  on the business of the Company. The Company  believes
that it has conducted its business in substantial compliance with  all
applicable environmental laws and regulations.


Item 2.  Description of Properties

Oil and gas interests

In  April  of  1984,  the  Company purchased a  non-operating  working
interest  in  six  producing oil wells near the city of  Signal  Hill,
California.  The working interest grants the Company a  12.5%  working
interest,  or  a  9.32% net revenue interest after underlying  royalty
payments, in the oil and gas produced and sold from each well.

Geologic definition or description of properties

The  Company's working interest is in six producing oil  wells  having
proved  reserves contained on approximately 21 acres  located  in  the
Long  Beach  Oil  Field near the city of Signal Hill, California.  The
wells  are "stripper wells" (producing less than 15 barrels per  day),
and derive their production from Pliocene and Miocene sands.

Drilling activities

The Company does not participate in any drilling activities or farmout
agreements.  Under  a  farmout agreement,  outside  parties  undertake
exploration  activities using prospects owned  by  the  Company.  This
would  enable  the  Company  to participate in  exploration  prospects
without   incurring  additional  capital  costs,   although   with   a
substantially reduced ownership interest in each prospect. During  the
year  ended  December  31, 2001, no wells were drilled  under  farmout
agreements.

Oil and gas production, prices and costs

As of December 31, 2002, the Company had a 12.5% non-operating working
interest in six wells that produce oil, only.

The  Company  has no information in regard to estimated  reserves  nor
estimated future cash flows relating thereto because such reserves, if
any,  would be extremely negligible and therefore immaterial in regard
to disclosure in the financial statements.

The  Company did not file any oil and gas reserve estimates  with  any
federal authority or agency during its fiscal year ended December  31,
2002.

Customers

During  fiscal  year  2002, the Company had one  major  customers  The
Company  does  not believe that it is dependent on a single  customer.
The  Company  has  the  option to change customers  if  conditions  so
warrant.


Item 3.  Legal Proceedings

       None.

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


       None.

                       PART II

Item 5.  Market for Registrant's Common Equity and Related
         Stockholder Matters

The  following table sets forth the range of high and low bid  prices
as  reported by the Over the Counter Bulletin Board (OTCBB)  for  the
periods  indicated.   The  quotations  reflect  inter-dealer   prices
without  retail  mark-up,  markdown,  or  commission,  and  may   not
necessarily  represent actual transactions.  Currently the  stock  is
traded on the OTCBB under the symbol "DSCY".


               YEAR ENDED DECEMBER 31, 2001
                                              HIGH        LOW
               Quarter ended 3-31-01          No trades   No trades
               Quarter ended 6-30-01          No trades   No trades
               Quarter ended 9-30-01          $ 0.42      $ 0.01
               Quarter ended 12-31-01         $ 0.35      $ 0.11

               YEAR ENDED DECEMBER 31, 2002

                                              HIGH        LOW
               Quarter ended 3-31-02          $0.25       $0.15
               Quarter ended 6-30-02          $0.33       $0.17
               Quarter ended 9-30-02          $0.34       $0.08
               Quarter ended 12-31-02         $0.08       $0.02


   Holders.    The number of stockholders of record on April 11,  2003
               was 5,686.

   Dividends.  No dividends have been paid or declared during the
               last five years; and the registrant does not anticipate
               paying   dividends   on  its  common   stock   in   the
               foreseeable future.

Item 6.  Management's Discussion and Analysis of Financial Condition
and Results of Operations

Management's  discussion  and analysis  is  intended  to  be  read  in
conjunction with the Company's audited financial statements and  notes
thereto. The following statements may be forward-looking in nature and
actual results may differ materially.

Results of Operations

For  the  year  ended December 31, 2002, compared to  the  year  ended
December 31, 2001.

The Company reported a net loss of $55,026 for the year ended December
31,  2002,  compared  to  a net loss of $60,762  for  the  year  ended
December  31, 2001.  The small decrease in the net loss was  partially
due  to the fact that there was no interest expense in 2002 contrasted
to  interest expense of $14,321 in 2001.  Revenues were about the same
in  2002 ($24,807) as in 2001 ($22,559).  Operating expenses increased
over  $10,000  from  2001 to 2002 primarily due  to  increased  travel
expenses.


Financial Condition and Liquidity

Total Assets at December 31, 2002 were $1,850, stockholders;' deficit
was $17,827 and the accumulated deficit was $645,649.  Net cash used
by operations was $52,026 during the year ended December 31, 2002.
The majority of the cash was provided from the sale of 205,950 shares
of common stock for a total of $48,969.

The Company's liabilities increased by $8,725 form December 31, 2001
to December 31, 2002, primarily due to increases in trade accounts
payable (i.e. transfer agent and corporate counsel).  As of December
31, 2002, the Company had a negative working capital of $18,028.  The
Company's working interest in its oil properties has been depleted to
zero.

The Company plans to fund its operations during fiscal year 2003
through advances from related parties, and possibly through the sale
of the Company's common stock, although there can be no assurance that
the Company would be successful in selling its common stock.  It is
anticipated that any revenue from oil sales in 2003 would be
negligible.

Item 7.  Financial Statements and Supplementary Data

The company's financial statements appear on Pages F1 through F9.

Item 8.  Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure

Effective April 1, 2003, Mark Cohen, CPA, replaced DeCoria, Maichel &
Teague  P.S. as the Company's independent public accountants.  During
the  year  ended  December  31, 2001, the  report  on  the  financial
statements  from  DeCoria,  Maichel &  Teague  contained  no  adverse
opinion or disclaimer of opinion, nor were they qualified or modified
as  to uncertainty, audit scope, or accounting principles except  for
the  paragraph wherein DeCoria, Maichel & Teague expensed substantial
doubt  about  the Company's ability to continue as a  going  concern.
During  2001,  there  were no disagreements with DeCoria,  Maichel  &
Teague on any matter of accounting principles or practices, financial
statement  disclosures,  auditing scope or procedure,  which  if  not
resolved  to the satisfaction of such firm would have counseled  them
to make reference to the subject matter of such disagreement in their
report on such financial statements.




                               PART III

Item 9.  Directors and Executive Officers of the Registrant

Name of Executive Officers and          Principal Occupation, Five-Year
Directors and Positions Held     Age    Business History and Directorships

Andrew V. Ippolito, President    69    Currently and for the past 26 years,
and Chairman of the Board of           Mr. Ippolito functioned as a
Directors                              business executive, diplomat,
                                       Honorary Consul General of Liberia
                                       and General Secretary of the Los
                                       Angeles Consular Corps, representing
                                       more than 86 countries and providing
                                       access to international finance and
                                       trade markets.  Current President and
                                       Chairman of the Board of Discovery
                                       Oil, LTD and co-founder of Sunshine
                                       Management International, serving
                                       as management and financial consultant
                                       to several foreign nations and
                                       corporations.



M. Jeanett Ippolito, Secretary   59    Mrs. Ippolito has been a real estate
and a Director                         Broker for over 20 years.

Item 10.  Executive Compensation

No  officer  receives any compensation for services rendered  to  the
Company.   Directors  receive no annual compensation  nor  attendance
fees for servicing in such capacity.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

Andrew  V.  Ippolito, president and a director and his  wife  Jeanett,
secretary  and a director, collectively own 12,045,893 shares  of  the
Registrant's common stock representing 59.5% of the total  outstanding
shares as of April 11, 2003.

Item 12.  Certain Relationships and Related Transactions

See notes to the financial statements.

Item 13.  Exhibits and Reports on Form 8-K

Item 14.  Controls and Procedures.

The Company's Chief Executive Officer and Principal Financial
Officer has evaluated the effectiveness of the Company's
disclosure controls and procedures (as such term is defined
in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act")) as of a date
within 90 days prior to the filing date of this annual report.
Based on such evaluation, such officer has concluded that the
Company's disclosure controls and procedures are effective
in alerting him on a timely basis to material information
relating to the Company required to be included in the
Company's periodic filings under the Exchange Act.
There have not been any significant changes
in the Company's internal controls or in other factors that
could significantly affect such controls subsequent to the date
of this evaluation.

Exhibits

     99.1 Certification pursuant to U.S.C. Section 1350, as
          adopted pursuant to Section 906 of the Sarbanes-
          Oxley Act of 2002


Reports of Form 8-K

During the fourth quarter of 2002, no reports were filed on form 8-K.





                              SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                        DISCOVERY OIL, LTD

                                   By:  /s/ Andrew V. Ippolito
                                        Andrew V. Ippolito
                                        President
                                        Date:  April 15, 2003

                                   By:  /s/ M. Jeanett Ippolito
                                        M. Jeanett Ippolito
                                        Secretary
                                        Date:  April 15, 2003


Pursuant to the requirements of the Securities Exchange Act of 1934,
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/ Andrew V. Ippolito
Andrew V. Ippolito
President and Director
Date:  April 15, 2003

By:/s/ M.Jeanett Ippolito
M. Jeanett Ippolito
Secretary and Director
Date:  April 15, 200





               CERTIFICATIONS

I, Andrew V. Ippolito, certify that:

1.     I have reviewed this annual report on Form 10-KSB of
Discovery Oil, Ltd.

2.   Based on my knowledge,  this annual report does not contain
any untrue statement of a material fact or omit to state a material
fact  necessary to make the statements  made, in light of the
circumstances  under which such statements  were made, not
misleading with respect to the period covered by this annual report;
and

3.   Based on my  knowledge,  the  financial  statements,  and
other  financial information  included  in this annual report,
fairly  present  in all material respects the financial  condition,
results of operations and cash flows of the  registrant  as of, and
for,  the  periods  presented  in this annual report;

4.   The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:

     (a)  designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;

     (b)  evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior
to the filing date of this annual report (the "Evaluation Date");
and

     (c)  presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

     (a)  all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and

     (b)  any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and

6.   The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:     April 15, 2003      /s/ Andrew V. Ippolito
                              Andrew V. Ippolito
                              President
                              (Principal Executive Officer)


I, Andrew V. Ippolito, certify that:

1.     I have reviewed this annual report on Form 10-KSB of
Discovery Oil, Ltd

2.   Based on my knowledge,  this annual report does not contain
any untrue statement of a material fact or omit to state a material
fact  necessary to make the statements  made, in light of the
circumstances  under which such statements  were made, not
misleading with respect to the period covered by this annual report;
and

3.   Based on my  knowledge,  the  financial  statements,  and
other  financial information  included  in this annual report,
fairly  present  in all material respects the financial  condition,
results of operations and cash flows of the  registrant  as of, and
for,  the  periods  presented  in this annual report;

4.   The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and have:

     (a)  designed such disclosure controls and procedures to
ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which this quarterly report is being prepared;

     (b)  evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date within 90 days prior
to the filing date of this annual report (the "Evaluation Date");
and

     (c)  presented in this annual report our conclusions about
the effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent functions):

     (a)  all significant deficiencies in the design or
operation of internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's auditors any
material weaknesses in internal controls; and

     (b)  any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrant's internal controls; and

6.   The registrant's other certifying officers and I have
indicated in this annual report whether or not there were
significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date:     April 15, 2003      /s/ Andrew V. Ippolito
                                  Andrew V. Ippolito
                                  Principal Financial Officer





Mark Cohen C.P.A.
1772 East Trafalgar Circle
Hollywood, Fl  33020
(954) 922 - 6042




INDEPENDENT AUDITORS' REPORT




To the Board of Directors and Stockholders of
Discovery Oil, Ltd.

We  have audited the accompanying balance sheet of Discovery
Oil, Ltd. as of December 31, 2002 and the related statements
of  operations, stockholders' equity (deficiency)  and  cash
flows for the year ended. 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 audit. The financial statements  of
Discovery Oil, Ltd. as of December 31, 2001 were audited  by
other  auditors whose report dated March 22, 2002  expressed
an unqualified opinion on those statements.

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

In  our opinion, the financial statements referred to  above
present  fairly,  in all material respects,  the   financial
position of Discovery Oil, Ltd. as of December 31, 2002, and
the  results  of its operations and its cash flows  for  the
year  then  ended, in conformity with accounting  principles
generally accepted in the United States of America.

The  accompanying  financial statements have  been  prepared
assuming  that the Company will continue as a going concern.
As  discussed  in  Note 5 to the financial  statements,  the
Company  has  experienced  an  operating  loss  that  raises
substantial doubt about its ability to continue as  a  going
concern.  Management's plans in regard to these matters  are
also  described in Note 5.  The financial statements do  not
include  any adjustments that might result from the  outcome
of this uncertainty.





/s/ Mark Cohen
Mark Cohen C.P.A.
A Sole Proprietor Firm


Hollywood, Florida
April 12, 2003



                              DISCOVERY OIL, LTD.
                                 BALANCE SHEET
                         AT DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>

                                     Assets
                                     ------

                                                                               December 31, 2002    December 31, 2001
                                                                               -----------------    -----------------
<S>                                                                            <C>                  <C>
Current Assets
     Cash and cash equivalents                                                 $              --    $           3,058
     Accounts Receivables                                                                  1,850                1,274
                                                                               -----------------    -----------------

       Total assets                                                                        1,850                4,332
                                                                               =================    =================




                      Liabilities and Shareholder's Equity
                      ------------------------------------

Current Liabilities
     Bank overdraft                                                                        1,967                   --
     Accounts payable                                                                     15,000               10,819
     Related party payable                                                                 2,710                  134
                                                                               -----------------    -----------------

       Total current liabilities                                                          19,678               10,953



 Shareholder's Equity
     Common Stock, $.001 par value; authorized 200,000,000 shares;                        20,247               20,041
          issued and outstanding - 20,245,921 in 2002 and 20,039,971 in 2001
     Paid in Capital                                                                     607,575              563,961
     Accumulated deficit                                                                (645,649)            (590,623)
                                                                               -----------------    -----------------

       Total Shareholder's Equity                                                        (17,827)              (6,621)

        Total liabilities and shareholder's equity                             $           1,850    $           4,332
                                                                               =================    =================
</TABLE>

      Read the accompanying summary of significant accounting policies and
    notes to financial statements, both of which are an integral part of this
                              financial statement.

<PAGE>

                              DISCOVERY OIL, LTD.
                            STATEMENT OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>

                                                                    Years Ended
                                                      --------------------------------------
                                                      December 31, 2002    December 31, 2001
                                                      -----------------    -----------------
<S>                                                   <C>                  <C>
Revenue
     Royalties on sales of oil (net)                  $          24,807    $          22,559


Operating expenses:
       Selling, general and administrative expenses              79,833               69,000
                                                      -----------------    -----------------
          Total operating expenses                               79,833               69,000

          Loss before other income (expense)                    (55,026)             (46,441)

Other income (expense):
          Interest expense                                           --              (14,321)
                                                      -----------------    -----------------
          Total other income (expense)                               --              (14,321)


                                                      -----------------    -----------------
Net Loss                                                        (55,026)             (60,762)
                                                      =================    =================

Basic weighted average common shares outstanding             20,149,999           13,525,298
                                                      =================    =================

Basic Loss per common share                           $           (0.00)   $           (0.00)
                                                      =================    =================
</TABLE>

      Read the accompanying summary of significant accounting policies and
    notes to financial statements, both of which are an integral part of this
                              financial statement.

<PAGE>

                              DISCOVERY OIL, LTD.
                       STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>

                                                                                           Discount on                    Total
                                                   -----------------------     Paid in       Common     Accumulated    Shareholder's
                                                     Shares       Amount       Capital       Stock        Deficit        Equity
                                                   ----------   ----------    ----------   ----------    ----------    ----------
<S>                                                 <C>         <C>           <C>              <C>       <C>           <C>
Balance, ending December 31, 2000                   9,313,352   $   93,134    $       --       (4,634)   $ (529,861)   $ (441,361)

Issuance of common stock for related party          8,979,350       89,793       305,310                                  395,103
payable and accrued interest

Issuance of common stock for consulting services    1,020,000       10,200        10,200                                   20,400

Issuance of common stock for convertible              727,269        7,273        72,726                                   79,999
promissory notes and accrued interest

Adjustment to common stock par value                              (180,359)      175,725        4,634                          --

Net loss year ended December 31, 2001                                                                       (60,762)      (60,762)
                                                   ----------   ----------    ----------   ----------    ----------    ----------

Balance, ending December 31, 2001                  20,039,971       20,041       563,961           --      (590,623)       (6,621)

Issuance of common stock                              205,950          206        43,614                                   43,820

Net loss year ended December 31, 2002                                                                       (55,026)      (55,026)
                                                   ----------   ----------    ----------   ----------    ----------    ----------

Balance, ending July 31, 2002                      20,245,921   $   20,247    $  607,575   $       --    $ (645,649)   $  (17,827)
                                                   ==========   ==========    ==========   ==========    ==========    ==========
</TABLE>

      Read the accompanying summary of significant accounting policies and
    notes to financial statements, both of which are an integral part of this
                              financial statement.

<PAGE>

                              DISCOVERY OIL, LTD.
                            STATEMENT OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

<TABLE>
<CAPTION>

                                                                         Years Ended
                                                            --------------------------------------
                                                            December 31, 2002    December 31, 2001
                                                            -----------------    -----------------
<S>                                                         <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

Net Income (Loss)                                           $         (55,026)   $         (60,762)
Adjustments to reconcile net income (loss) to net cash
 used in operating activities:
              Stock issuance costs                                     (5,149)
              Issuance of common stock for services                                         20,400

Changes in Operating assets and liabilities:
              Accounts receivables                                       (576)              (1,274)
              Accounts payable and bank overdraft                       6,149               10,819
              Interest payable to related party                            --              (28,266)
              Related party payable                                     2,576                  134
                                                            -----------------    -----------------

Net cash provided by/(used in) operating activities                   (52,026)             (58,949)


CASH FLOWS FROM INVESTING ACTIVITIES:


Net cash provided by/(used in) investing activities                        --                   --


CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from:
                Issuance of common shares                              48,969                   --
                Proceeds from related party payable                                          2,007
                Proceeds from convertible promissory note                                   77,000
                Payments on related party payables                                         (17,000)
                                                            -----------------    -----------------

Net cash provided by/(used in) financing activities                    48,969               62,007
                                                            -----------------    -----------------


Net increase (decrease) in cash and cash equivalents                   (3,058)               3,058
Cash and cash equivalents, beginning of period                          3,058                   --
                                                            -----------------    -----------------

Cash and cash equivalents, end of period                    $              --    $           3,058
                                                            =================    =================
</TABLE>

      Read the accompanying summary of significant accounting policies and
    notes to financial statements, both of which are an integral part of this
                              financial statement.








                    DISCOVERY OIL, LTD.
               NOTES TO FINANCIAL STATEMENTS


NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

      Discovery  Oil,  Ltd.  (the  Company)  was  originally
organized in the State of Wyoming in 1964, became a Delaware
corporation through a merger with a wholly owned  subsidiary
in  1981.   Prior  to 1992, the Company was  involved  as  a
general  partner  in  several limited partnerships  for  the
purpose  of  drilling oil and gas wells  in  Ohio,  Wyoming,
Colorado,  Kansas and Texas.  In 1988, the Company  filed  a
Petition  in  Bankruptcy  pursuant  to  Chapter  11  of  the
Bankruptcy  Code  in a United States Bankruptcy  Court.   On
July 10, 1996, the Court entered its Order and Final Decree,
confirming  the  execution  of the Company's  reorganization
plan and concluding all proceedings and jurisdiction of  the
bankruptcy.   Currently,  the  Company  has  a  12.5%   non-
operating working interest in six small oil wells  near  the
city of Signal Hill, California, and maintains an office  in
Malibu, California.

Discovery  Oil,  Ltd. prepares its financial  statements  in
accordance  with  generally accepted accounting  principles.
This basis of accounting involves the application of accrual
accounting; consequently, revenues and gains are  recognized
when  earned,  and expenses and losses are  recognized  when
incurred.    Financial  statement  items  are  recorded   at
historical  cost  and may not necessarily represent  current
values.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.  Certain  amounts
included in the financial statements are estimated based  on
currently available information and management's judgment as
to  the  outcome  of  future conditions  and  circumstances.
Changes  in  the  status of certain facts  or  circumstances
could  result in material changes to the estimates  used  in
the  preparation of financial statements and actual  results
could  differ  from  the estimates and  assumptions.   Every
effort is made to ensure the integrity of such estimates.

Fair value of Financial Instruments

      The carrying amounts reported in the balance sheet for
cash,  cash  equivalents  and receivables  approximate  fair
value  as of December 31, 2002 and 2001 due to the immediate
or  short-term maturity of these financial instruments.  The
carrying values of related party payables approximate  their
fair  values based upon management's assessment of the  fair
values of comparable instruments as of December 31, 2002 and
2001.

Revenue Recognition

       Revenues   are  derived  principally  from  royalties
received on the sale of oil in which the Company has a 12.5%
non-operating working interest.  Revenue is recognized  when
oil is delivered to refinery.

       In   December  1999,  the  Securities  and   Exchange
Commission ("SEC") issued Staff Accounting Bulletin No.  101
("SAB  101"), "Revenue Recognition," which provides guidance
on  the  recognition, presentation and disclosure of revenue
in  financial  statements  filed  with  the  SEC.   SAB  101
outlines  the  basic criteria that must be met to  recognize
revenue  and  provide  guidance for disclosures  related  to
revenue  recognition  policies.   Management  believes  that
Discovery  Oil, Ltd's revenue recognition practices  are  in
conformity with the guidelines of SAB 101.





NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued):

Earnings (Loss) per share calculation

      Earnings (Loss) per common share are calculated  under
the  provisions of SFAS No. 128, "Earnings per Share," which
establishes standards for computing and presenting  earnings
per share.  SFAS No. 128 requires the Company to report both
basic  earnings  (loss) per share, which  is  based  on  the
weighted-average number of common shares outstanding  during
the period, and diluted earnings (loss) per share, which  is
based  on  the  weighted-average  number  of  common  shares
outstanding  plus  all  potential  dilutive  common   shares
outstanding.   The  Company had no  outstanding  options  or
warrants  at  December 31, 2002 and 2001, accordingly,  only
basic earning/(loss) is presented.

Statement of Cash Flows

      For  purposes  of  the statement of  cash  flows,  the
 Company considers all highly liquid instruments with
original maturities of three months or less to be cash
equivalents.

Income taxes

       Income  taxes  are  recognized  in  accordance   with
Statement  of  Financial  Accounting  Standards   No.   109,
"Accounting for Income Taxes", whereby deferred  income  tax
liabilities  or  assets  at  the  end  of  each  period  are
determined using the tax rate expected to be in effect  when
the  taxes  are  actually  paid or  recovered.  A  valuation
allowance  is recognized on deferred tax assets when  it  is
more likely than not that some or all of these deferred  tax
assets will not be realized.

Reclassifications

      Certain reclassifications of prior year balances  have
been  made  to  conform  to the current  year  presentation.
These  reclassifications have no affect on total  assets  or
stockholders' deficit as reported.

Oil properties

      The  Company's  oil  properties  consist  of  a  none-
operating working interest in six producing oil wells having
proved reserves.  The working interest grants the Company  a
12.5%  working  interest, or a 9.32%  net  revenue  interest
after  underlying royalty payments, in the oil produced  and
marketed   from  each  well.   Unless  otherwise  indicated,
quantitative  information  contained  herein  regarding  the
Company's   oil  properties  and  the  production  therefrom
relates  to the working interest.  All of the Company's  oil
properties are in the United States.

      The  Company follows the successful efforts method  of
accounting  for its oil and gas operations.  Currently,  the
Company is not is the process of exploring new wells.  Under
this  method of accounting, all property acquisitions  costs
and  costs  of  exploratory and development wells  would  be
capitalized when incurred, pending determination of  whether
an individual well was found to have proved reserves.  If it
is  determined that an exploratory well has not found proved
reserves, the costs of drilling the wells would be expensed.
The  costs of development wells would be capitalized whether
productive  or  nonproductive.  The Company would  amortizes
capitalized costs on the units-of-production method based on
production and total estimated proved reserves.









NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued):


Recent Accounting Pronouncements:
 The  Statement  of  Financial  Accounting  Standards  Board
 (SFAS) No. 141, "Business Combinations," was issued by  the
 Financial  Accounting Standards Board (FASB) in July  2001.
 This  Statement  establishes standards for  accounting  and
 reporting   for  business  combinations.   This   statement
 requires  the purchase method of accounting to be used  for
 all  business  combinations, and prohibits the  pooling-of-
 interests   method  of  accounting.   This   Statement   is
 effective  for  all business combinations  initiated  after
 June  30, 2001 and supercedes APB Opinion No. 16, "Business
 Combinations"  as  well as Financial  Accounting  Standards
 Board  Statement of Financial Accounting Standards No.  38,
 "Accounting  for Preacquisition Contingencies of  Purchased
 Enterprises."   The  adoption  of  this  statement  by  the
 Company  did  not have a material impact on  its  financial
 condition or results of operations.

 The  Statement  of  Financial  Accounting  Standards  Board
 (SFAS)  No.  142,  "Goodwill and Other Intangible  Assets,"
 was  issued  by  the Financial Accounting  Standards  Board
 (FASB)   in  July  2001.   This  Statement  addresses   how
 intangible assets that are acquired individually or with  a
 group  of other assets should be accounted for in financial
 statements   upon  their  acquisitiion.    This   statement
 requires  goodwill amortization to cease and  for  goodwill
 to  be  periodically  reviewed for impairment,  for  fiscal
 years  beginning  after October 31,  2001.   SFAS  No.  142
 supercedes  APB  Opinion No. 17, "Intangible  Assets."  The
 adoption  of this statement by the Company did not  have  a
 material  impact on its financial condition or  results  of
 operations.

 The  Statement  of  Financial  Accounting  Standards  Board
 (SFAS)   No.   143,   "Accounting  for   Asset   Retirement
 Obligation,"   was  issued  by  the  Financial   Accounting
 Standards  Board  (FASB) in August  2001.   This  Statement
 will  require  companies to record a  liability  for  asset
 retirement  obligations in the period  in  which  they  are
 incurred,  which  typically could  be  upon  completion  or
 shortly  thereafter.  The FASB decided to limit  the  scope
 to  legal obligation and the liability will be recorded  at
 fair  value.  This Statement is effective for fiscal  years
 beginning  after  June  15, 2002.   The  Company  does  not
 expect  the  adoption of this statement to have a  material
 impact   on   its   financial  condition  or   results   of
 operations.

 The  Statement  of  Financial  Accounting  Standards  Board
 (SFAS)  No. 144, "Accounting for the Impairment or Disposal
 of   Long-Lived  Assets,"  was  issued  by  the   Financial
 Accounting  Standards Board (FASB) in October  2001.   This
 Statement  provides  a single accounting  model  for  long-
 lived  assets to be disposed of and replaces SFAS  No.  121
 "Accounting  for  the Impairment of Long-Lived  Assets  and
 Long-Lived  Assets to Be Disposed Of."  This  Statement  is
 effective  for  fiscal years beginning after  December  15,
 2001.   The  Company  is  evaluating  the  effect  of   the
 adoption  of this statement. The adoption of this statement
 by  the  Company  did  not have a material  impact  on  its
 financial condition or results of operations.


NOTE 3 - COMMITMENTS AND CONTIGENCIES

      In  connection  with the purchase of  its  12.5%  non-
operating  working  interest in six oil wells,  the  Company
entered into an operating agreement with the majority  owner
and  operator  of the wells.  The agreement,  modeled  after
agreements  standard  and customary  to  the  oil  industry,
commits  the  Company  to pay its share  of  joint  interest
operating  costs incurred in the operation, maintenance  and
potential  future development of the wells.  Oil prices  are
extremely  volatile  and  instances  may  occur  where   the
Company's  revenues  from  oil  sales  are  less  than   its
corresponding  production expenses.  In addition,  oil  well
repair  and  maintenance activities may interrupt  oil  sale
revenue and add to overall operation costs.

      Domestic  oil operations are also subject to extensive
federal regulation and potential interruption or termination
by  governmental authorities on account of environmental and
other  regulatory considerations.  The recent trend  towards
stricter   standards   in  environmental   legislation   and
regulation may continue, and this could increase the overall
costs to the Company.

NOTE 4 - RELATED PARTY PAYABLE

       At  December 31, 2002 the Company had a related party
payable  with  Andrew V. Ippolito, president  and  director,
whereby  Mr.  Ippolito  advanced  funds  on  behalf  of  the
Company.   The  amount due to Mr. Ippolito at  December  31,
2002 is $2,710.


NOTE 5 - GOING CONCERN

       The   accompanying  financial  statements  have  been
prepared  assuming  the Company will  continue  as  a  going
concern.   The  company reported a net loss of  $55,026  and
$60,762  for  the  years  ended  July  31,  2002  and   2001
respectively.   Management's plans for the  continuation  of
the  Company  as  a  going  concern  include  financing  the
Company's operations through locating an entity that  wishes
to engage in a business combination with the Company.  There
are  no  assurances,  however, with respect  to  the  future
success  of  these plans.  The financial statements  do  not
contain  any adjustments, which might be necessary,  if  the
Company is unable to continue as a going concern.


NOTE 6 - STOCKHOLDERS' DEFICIT

Common stock

      The  Company  has one class of issued and  outstanding
common  stock.  Prior to 2001, the par value of  the  common
stock  was $0.01, and 25 million shares were authorized  for
issue.    Pursuant to a majority shareholders held in August
2001, the Company's Certificate of Incorporation was amended
to  increase the number of shares of common stock authorized
for  issue to 200 million shares, to decrease the par  value
of  the  Company's common stock to $0.001 per share  and  to
eliminate the provision authorizing preferred stock  of  the
Company.

     In prior years, the Company issued common stock at per-
share amounts less that the common stock's par value.  As  a
result,  at  December 31, 2000, a common stock  discount  of
$4,643  was recorded in the Company's stockholders'  deficit
account,  which  was subsequently extinguished  during  2001
when  the Company reduced the par value of its common  stock
and converted certain debts into common stock.


NOTE 7 - RELATED PARTY TRANSACTIONS

     The Company occupies office space provided by Andrew V.
Ippolito,  the  Company's president  and  a  director.   The
Company pays no rent for the space it occupies and the value
of  the  space  is  not  considered material  for  financial
reporting purposes.

      During  2002,  the  Company  reimbursed  Mr.  Ippolito
approximately   $44,192.54   for   travel,    general    and
administrative expenses incurred.


NOTE 8 - INCOME TAXES

 The  Company did not provide any current or deferred United
States  federal,  state or foreign income tax  provision  or
benefit   for  the  period  presented  due  to  experiencing
operating losses since inception.  The Company has  provided
a  full  valuation  allowance on  the  deferred  tax  asset,
consisting  primarily of net operating  loss  carryforwards,
because of uncertainty regarding its realizability.






Exhibit 99.1


          CERTIFICATION PURSUANT TO
           18 U.S.C. SECTION 1350,
           AS ADOPTED PURSUANT TO
             SECTION 906 OF THE
         SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Disocery Oil, LTD. (the
"Company") on Form 10-KSB for the year ended December 31, 2002, as
filed with the Securities and Exchange Commission on the date hereof
(the "Report"), the undersigned certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, to the best of the undersigned's knowledge, that:

     (1)  The Report fully complies with the requirements of
          Section 13(a) or 15(d) of the Securities Exchange
          Act of 1934; and

     (2)  The information contained in the Report fairly
          presents, in all material respects, the financial
          condition and results of operations of the Company.



Date:     April 15, 2003           /s/ Andrew V. Ippolito
                                   Andrew V. Ippolito,
                                   President
                                  (Principal Executive Officer)


Date:     April 15, 2003           /s/ Andrew V. Ippolito
                                   Andrew V. Ippolito,
                                   Principal Financial Officer