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 December 31, 2003

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
     OF 1934

     For the transition period from _______________ to ________________

                        Commission File Number 000-09489

                              DOVER PETROLEUM CORP.
                              ---------------------
                 (Name of Small Business Issuer in its charter)

              Nevada                                    91-1918322
              ------                                    ----------
  (State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation or organization)

                               10225 Yonge Street
                     Richmond Hill, Ontario, Canada L4C 3B2
                     --------------------------------------
               (Address of principal executive offices)(Zip code)

Issuer's telephone number, including area code:  (905) 884-6958

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class    Name of each exchange on which each is registered
               None                             None

Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $0.001 per share
                ------------------------------------------------
                                (Title of class)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 12 months (or 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 X No ___

         Check if  disclosure  of  delinquent  filers in response to Item 405 of
Regulation S-B is not contained in this form, and will not 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. [ ]

         The issuer's  revenues  (losses) for the fiscal year ended December 31,
2003 totaled ($5,357,048)

         The number of shares of the  issuer's  common stock  outstanding  as of
April 13, 2004 was  62,836,083.  The  aggregate  market  value of the voting and
non-voting  common equity held by  non-affiliates of the registrant on April 13,
2004,  based on the average  bid and ask price of such common  equity as of such
date, was approximately $3,468,421.

                    DOCUMENTS INCORPORATED BY REFERENCE: None

            Transition Small Business Disclosure Format:    Yes___  No X


<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>


                                                                                                    Page

PART I

<S>              <C>                                                                                 <C>
            ITEM 1.   DESCRIPTION OF BUSINESS..............................................          4
            ITEM 2.   DESCRIPTION OF PROPERTY..............................................          13
            ITEM 3.   LEGAL PROCEEDINGS....................................................          18
            ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF
                      SECURITY HOLDERS.....................................................          18

PART II

            ITEM 5.   MARKET FOR COMMON EQUITY AND
                      RELATED STOCKHOLDER MATTERS..........................................         18
            ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS.................................         21
                         OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
            ITEM 7.   FINANCIAL STATEMENTS.................................................         29
            ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                      ON ACCOUNTING AND FINANCIAL DISCLOSURE...............................         29
            ITEM 8A.  CONTROLS AND PROCEDURES..............................................         29

PART III

            ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
                      CONTROL PERSONS; COMPLIANCE WITH
                      SECTION 16(a) OF THE EXCHANGE ACT....................................         30
            ITEM 10.  EXECUTIVE COMPENSATION...............................................         32
            ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                      OWNERS AND MANAGEMENT................................................         34
            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................         34
            ITEM 13.  EXHIBITS AND REPORTS OF FORM 8-K.....................................         36
            ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES...............................         37

FINANCIAL STATEMENTS
SIGNATURES
</TABLE>

                                       2

<PAGE>



                    NOTE REGARDING FORWARD LOOKING STATEMENTS

         This  report  by  Dover  Petroleum   Corp.  (the  "Company")   contains
forward-looking  statements.   These  are  statements  regarding  financial  and
operating  performance and results and other  statements that are not historical
facts.  The words  "expect,"  "project,"  "estimate,"  "believe,"  "anticipate,"
"intend," "plan,"  "forecast," and similar  expressions are intended to identify
forward-looking  statements.  Certain  important  risks could  cause  results to
differ  materially  from  those  anticipated  by  some  of  the  forward-looking
statements.  Some,  but not all, of the risks that could cause actual results to
differ from those suggested by the  forward-looking  statements  include,  among
other things:

         o        our ability to discover commercially viable oil reserves or
                  natural gas deposits;

         o        the loss of the services of any member of our management team
                  and, in particular, the loss of the services of Robert Salna,
                  our Chief Executive Officer, Chief Financial Officer,
                  President and Secretary;

         o        the implementation of any government regulation or taxation
                  that could make it more difficult or more costly to continue
                  drilling activities;

         o        our ability to obtain financing as and when we need it; and

         o        other factors, all of which are difficult to predict and many
                  of which are beyond our control.

         You are cautioned not to place undue reliance on these  forward-looking
statements,  which relate only to events as of the date on which the  statements
are made. We undertake no obligation  to publicly  revise these  forward-looking
statements to reflect events or circumstances  that arise after the date hereof.
You should refer to and carefully  review the information in future documents we
file with the Securities and Exchange Commission.


                                       3
<PAGE>


                                     PART I

ITEM 1.     BUSINESS

OVERVIEW

         We were  incorporated  under the laws of the State of Nevada on July 9,
1998 as Coretech Industries, Inc.

         On  December  17,  1999 (the  "Split  Date"),  pursuant  to a corporate
resolution  of our Board of Directors  dated  December 17, 1999,  we undertook a
three for one division of our common stock (the "1999 Split").

         On July 17, 2000, we amended our articles of incorporation  and changed
our name to At Home Holdings, Inc.

         On September 18, 2001, we, again, amended our articles of incorporation
to change our name to Dover Petroleum Corp. and to change our authorized capital
to 600,000,000  shares,  500,000,000 shares of which are designated as $.001 par
value common shares and 100,000,000  shares of which are designated as $.001 par
value preferred shares.

         On  September  21,  2001,  we  concluded  a  voluntary  share  exchange
transaction  (the  "Slaterdome  Share Exchange") with all of the shareholders of
Slaterdome,  Inc., a Florida corporation  ("Slaterdome"),  whereupon  Slaterdome
became our wholly  owned  subsidiary.  At the time we concluded  the  Slaterdome
Share Exchange  transaction,  18,350,000  shares of Slaterdome  common stock was
outstanding  and was held by 9  shareholders  (the  "Slaterdome  Shareholders").
Robert Salna was a Slaterdome Shareholder and owned 8,300,000 Slaterdome shares,
Allan Ibbitson was a Slaterdome  Shareholder and owned 500,000 Slaterdome shares
and the  remaining  9,550,000  Slaterdome  shares were owned by unrelated  third
parties.  On January 17, 2002, Mr. Salna and Mr.  Ibbitson became members of our
board of  directors.  Slaterdome  was formed on June 14, 2001 for the purpose of
acquiring  the 16.6667%  working and  operating  rights  interest  (the "Wyoming
Asset") of Wyoming  Oil &  Minerals,  Inc.  ("Wyoming")  in certain  oil and gas
leases, and on July 16, 2001, the asset purchase  transaction between Slaterdome
and Wyoming was concluded and Slaterdome acquired the Wyoming Asset.

         On March 31, 2002, we concluded a voluntary share exchange  transaction
(the "Dover Egypt  Exchange")  with all of the  shareholders  of Dover Petroleum
Egypt I, Inc.,  a Florida  corporation  ("Dover  Egypt"), whereupon  Dover Egypt
became our wholly owned  subsidiary.  At the time we  concluded  the Dover Egypt
Share  Exchange  transaction,  1,600,000  shares of Dover Egypt common stock was
outstanding and was held by three shareholders (the "Dover Egypt Shareholders").
Robert  Salna was a Dover  Egypt  Shareholder  and owned  1,000,000  Dover Egypt
shares,  Allan  Ibbitson was a Dover Egypt  Shareholder  and owned 500,000 Dover
Egypt shares and Edward H. Gilbert, our legal counsel, owned 100,000 Dover Egypt
shares. Dover Egypt was formed on August 2, 2001 for the purpose of becoming the
owner by virtue of a joint  venture  agreement  (the "Dover Egypt Joint  Venture
Agreement") of 50% of the  partnership  interests of Dover Petroleum Egypt Joint
Venture ("Dover Egypt Joint Venture"). The remaining 50% of the interests of the
Dover Egypt Joint Venture are owned by the following  parties in the  percentage
amounts  indicated:  (i)Robert Salna,  15%; (ii) Ghareeb M Awad,  23.75%;  (iii)
954502 Alberta Ltd. ("Alberta,  Ltd."),  6.25%; and (iv) Brokton  International,
Ltd., 5%.

                                       4
<PAGE>

         Dover Egypt Joint Venture, pursuant to an option agreement (the "Option
Agreement"),  has the right to acquire the interest of Dover Investments Limited
("Optionor")  in a certain  Concession  Agreement for Petroleum  Exploration and
Exploitation (the "Concession Agreement") between Optionor, the Arab Republic of
Egypt and the Egyptian General  Petroleum  Corporation dated April 23, 2001. The
Concession Agreement relates to the exclusive concession for the exploitation of
petroleum and natural gas in and throughout the East Wadi Araba Area of the Gulf
of Suez (the "Area").  Robert Salna owns and controls the Optionor  and,  Robert
Salna, individually, owns a 15% interest in the Dover Egypt Joint Venture.

         During the time that we operated as a  development  stage company under
the name of Coretech our business purpose was to establish a franchise system of
yacht  brokerage  businesses.  Our efforts to establish the franchise  system of
yacht brokerage business was not successful.

         During the time that we operated as a  development  stage company under
the name of At Home  Holdings,  our  business  purpose was to deliver  fresh and
frozen  prepared  meals,  meal  components and related  products and services to
customers  in  selected  cities in the  United  States  and in Canada who placed
orders online, by telephone or telefax.  Our efforts to establish our meal, meal
components  and  related  products  and  services   delivery  business  was  not
successful.

         Our business efforts are now centered on the acquisition,  either alone
or  with  others,  of  interests  in  proved  and  developed  and  unproved  and
undeveloped  producing and non-producing oil and gas leases, and, as a result of
our change in business  direction,  we acquired  Slaterdome  and Dover Egypt and
changed  our  name  to  Dover  Petroleum.  Notwithstanding  our  acquisition  of
Slaterdome  and Dover  Egypt,  as further  described  hereafter,  as of the date
hereof,  there are no active  business  operations  on any of the  properties in
which either Slaterdome or Dover Egypt has an interest.

         Our corporate  headquarters is located at 10225 Yonge Street,  Richmond
Hill, Ontario, Canada, L4C 3B2. Our telephone number is (905) 884-6958.

OUR BUSINESS

         WYOMING ASSET

         We  own  the  Wyoming  Asset   through  our  wholly  owned   subsidiary
Slaterdome.  The Wyoming  Asset  consisted of a 16.6667%  working and  operating
rights interest in certain oil and gas leases located in Carbon County,  Wyoming
and Moffat County,  Colorado (the "Leases").  Approximately 50% of the remaining
83.33% of such working and operating  rights  interests in the Leases were owned
by Phillips  Petroleum  Company and the remaining  approximately  33.33% of such
working  and  operating  rights  interests  in the Leases  were owned by Skyline
Resources,  Inc. The working and operating rights interest is limited to a depth
of fifty feet below the base of the Mesa Verde  formation and was subject to the
terms and  conditions  of various  agreements,  including  but not limited to an
exploration  agreement between Energy  Investments,  Inc. and Skyline Resources,
Inc.  ("Skyline")  and an  operating  agreement  in favor of Phillips  Petroleum
Company (the "Operating Agreement").  Likewise, such interest is proportionately
subject to all burdens,  restrictions,  exceptions, charges agreements and other
matters existing of record, and Slaterdome is required to pay its pro-rata share
of all amounts due and payable  under the leases,  including  but not limited to
royalty and production payments.

         In connection  with the  acquisition of the Wyoming  Asset,  Slaterdome
agreed to pay delinquent  payments due from Wyoming to Phillips  Petroleum under
the Operating Agreement in the amount of approximately  $519,000. At the time of
the acquisition of the Wyoming Asset,  Slaterdome  believed that pursuant to the
Operating  Agreement,  development by Phillips under certain of the Leases which
are the subject of the Operating Agreement was imminent. That belief was

                                       5
<PAGE>

erroneous,  since shortly after the acquisition of the Wyoming Asset, Slaterdome
learned  that  development  would be delayed or cancelled as a result of certain
decisions  that were solely within the control of Phillips  Petroleum  under the
Operating  Agreement.  Phillips then  determined  that it was not  interested in
continuing  as the operator  under the  Operating  Agreement  and that  Phillips
wished to dispose of its working and operating rights interest in the Leases. As
a result, after payment of approximately  $219,000,  Slaterdome withheld payment
of the balance due to Phillips of approximately  $300,000 pending  resolution of
disputes between Phillips,  Wyoming and Slaterdome.  Phillips  Petroleum did not
agree with the position  taken by Slaterdome and  instituted  legal  proceedings
against  Wyoming  and  Wyoming,   then,  instituted  legal  proceedings  against
Slaterdome (collectively, the "Phillips Litigation").  Essentially, the Phillips
Litigation  involved a demand by Phillips for payment of approximately  $360,000
and requested  foreclosure  of a lien  provided to Phillips  under the Operating
Agreement against the Wyoming Asset.

         On April 19,  2002,  Wyoming,  Phillips and  Slaterdome  entered into a
settlement and mutual release agreement (the "Settlement  Agreement").  Phillips
accepted  payment of  $300,000  for any and all  amounts  outstanding  up to and
including January 1, 2002 and Slaterdome agreed to pay any amounts  attributable
to it under the Operating  Agreement as same becomes due.  Since no  substantive
activity  under the  Operating  Agreement has occurred sine the January 1, 2002,
Slaterdome does not anticipate any significant additional payment obligations to
Phillips  Petroleum.  Likewise,  Slaterdome  does not  anticipate any additional
payment  obligation  in  connection  with the  Wyoming  Asset  until after a new
operating  party has been engaged and further  development  activity  commences.
Based upon the Settlement Agreement,  the Phillips Litigation was dismissed with
prejudice by Phillips and Wyoming.  As a result of the foregoing  circumstances,
we are unable to determine what value Wyoming Asset will have to us.

         On May 2, 2002,  Phillips notified Slaterdome of its intent to sell all
of its  interest in the Leases to Infinity  Oil & Gas of Wyoming,  Inc. (a party
unrelated  to us, and to the best of our  knowledge  unrelated  to  Skyline  and
Phillips),  and, in accordance with the Operating  Agreement provided Slaterdome
and Skyline with a proportionate  right of first refusal to acquire the interest
of  Phillips  in the  Leases.  Slaterdome  and  Skyline  Resources,  thereafter,
negotiated with Phillips to acquire the working and operating rights interest of
Phillips.  The negotiations  resulted in the execution by Slaterdome and Skyline
of  an  Agreement  of  Purchase  and  Sale  (the  "Phillips   Interest  Purchase
Agreement"). Under the Phillips Interest Purchase Agreement Slaterdome agreed to
purchase  33.3334% of (i)  Phillips  interest in the Leases;  (ii) all  permits,
licenses and similar rights relating to the operations  conducted on the Leases;
(iii) any contracts or agreements  assignable pertaining to operations conducted
on the Leases; and (iv) the well, equipment and personal property located on the
Leases  (the  foregoing  items  hereinafter  collectively  referred  to  as  the
"Phillips  Assets") for  $19,833.37 and Skyline agreed to purchase the remaining
66.6666% of the Phillips  Assets for $39,666.63.  The  transaction  contemplated
under the Phillips Interest Purchase Agreement  concluded on September 12, 2002,
and Phillips  provided an Assignment  and Bill of Sale to Slaterdome and Skyline
transferring to Slaterdome and Skyline,  the respective interest in the Phillips
Assets that each of  Slaterdome  and Skyline were to acquire  under the Phillips
Interest Purchase Agreement. As a result of the foregoing, the Wyoming Asset now
includes 33.3334% of the Phillips Assets, and we, therefore, own 33.3334% of the
working and  operating  rights  interest in the Leases and the  remainder of the
Phillips  Assets and Skyline owned 66.6666% of the working and operating  rights
interest in the Leases and the  remainder  of the  Phillips  Assets.

         Thereafter,  Skyline  conveyed  36.6666% of its 66.6666% of the working
and  operating  rights  interest in the Leases and the remainder of the Phillips
Assets to Cedar Ridge, LLC. ("Cedar Ridge"). Slaterdome, Skyline and Cedar Ridge
have  agreed  that  Cedar  Ridge  will  serve  as  operator  under  the  Leases.
Accordingly, Slaterdome, Skyline and Cedar Ridge executed an operating agreement
(the "Cedar Ridge Operating  Agreement")  with an effective date of February 28,
2003. Pursuant to the Cedar Ridge Operating  Agreement,  in May 2003 Cedar Ridge
submitted a work proposal to Slaterdome and Skyline, which proposal was approved
by Slaterdome and Skyline and,  thereupon,  Slaterdome paid 33.3334% of the work
proposal costs in the amount of $472,065 to Cedar Ridge.

         Cedar Ridge's drilling  activities in accordance with the work proposal
have shown indications of potentially  commercially viable natural gas deposits.
Cedar Ridge has tested seven Coalbed  methane wells within the Slater Dome Area.
All seven of the wells have provided  proof of the presence of economic  natural
gas reserves  associated with Coalbed methane. It appears that at least three of
the seven will produce economically  recoverable  quantities of natural gas. One
well was tested at a rate of 1.5 million cubic feet of gas per day ("MMCFGPD").

                                       6
<PAGE>

         Drilling  of a new well in the Slater Dome Area began April 7, 2004 and
is expected  to last  approximately  one week.  Once the  drilling is  complete,
electric  logging  will begin to  determine if natural gas is present and if so,
what flow rates can be achieved. This well was originally expected to be drilled
in  February,  but was  delayed due to weather  conditions.  This area is a dual
target  opportunity  where we will drill both the Deep Creek Sands Formation and
the Isles Coal Formation.

         As a result of these  findings,  Dover  and its  partners  believe  the
Wyoming Asset contains enough commercially recoverable quantities of natural gas
to warrant construction of a 6 inch, 18 mile long gas gathering pipeline to take
the natural gas to market.  We have almost obtained all of the necessary permits
to  build  the  gas  gathering   pipeline.   The  pipeline  will  be  a  6-inch,
eighteen-mile  natural  gas  gathering  pipeline  capable of carrying 16 million
cubic feet of gas per day. We  anticipate  that the pipeline  will be built by a
third party, at no initial cost to Dover.

         NO  ASSURANCES  CAN BE PROVIDED  THAT THE SLATER DOME AREA CONTAINS ANY
COMMERCIALLY  RECOVERABLE  NATURAL  GAS.  IN  ADDITION,  SUBSTANTIAL  ADDITIONAL
CAPITAL WILL BE REQUIRED IN ORDER TO BRING SUCH RESOURCES INTO  PRODUCTION,  AND
NO  ASSURANCE  CAN BE PROVIDED  THAT SUCH  CAPITAL  WILL BE  AVAILABLE  TO DOVER
PETROLEUM.

         As indicated above we own 33.3334% of the working and operating  rights
interest in the Leases and the remainder of the Phillips Assets and Skyline owns
30.0% of the  working  and  operating  rights  interest  in the  Leases  and the
remainder  of the Phillips  Assets and Cedar Ridge owns  36.6666% of the working
and  operating  rights  interest in the Leases and the remainder of the Phillips
Assets.  We expect that we will have the  obligation  to absorb  33.3334% of all
burdens, restrictions, exceptions, charges agreements, other matters existing of
record and all  amounts  due and payable  under the  Leases,  including  but not
limited to royalty and production payments.

         During July, 2002 and January,  2003 we supplemented  the Wyoming Asset
through the purchase of additional  working and  operating  interests in oil and
gas leases located in Carbon County, Wyoming in close proximity to certain other
properties that included in the Wyoming Asset (the "Acquired Vintage Asset"). On
July 15, 2002,  Slaterdome  entered into an agreement (the "Vintage Lease") with
Energy  Investments,   Inc.,  acting  as  broker  for  Vintage  Petroleum,  Inc.
("Vintage"),  to acquire all of the working interest and operating rights and to
assume all of the  obligations,  of Vintage with respect to the Acquired Vintage
Asset, and on July 23, 2002, Vintage assigned, and Slaterdome accepted, all such
interests,  rights and obligations.  On January 6, 2003, Slaterdome entered into
an agreement (the "White Rock Lease") with White Rock Partners,  L.L.C.  ("White
Rock"),  to acquire a 25% working interest in certain oil and gas leases located
in Carbon  County,  Wyoming  in close  proximity  to  certain  other  properties
included in the  Wyoming  Asset (the  "Acquired  White Rock  Property"),  and on
January  28,  2003,  White  Rock  assigned,   subject  to  certain  non-material
reservations, and Slaterdome accepted, such interest, rights and obligations.

         Under the Vintage  Lease we have the  obligation to absorb all burdens,
restrictions,  exceptions,  charges agreements, other matters existing of record
and all amounts due and payable in connection  with the use and operation of the
Acquired Vintage Property.  Under the White Rock Lease we have the obligation to
absorb Slaterdome's pro rata interest in the burdens, restrictions,  exceptions,
charges agreements, other matters existing of record and amounts due and payable
in connection with the use and operation of the Acquired White Rock Property. We
have not yet  determined  what  action,  if any,  will be taken to  develop  the
Acquired  Vintage  Property  covered by the Vintage Lease or the Acquired  White
Rock Property covered by the White Rock Lease. No assurance can be provided that
Slaterdome will undertake any activities, drilling or otherwise, on the Acquired
Vintage Property or the Acquired White Rock Property.

                                       7
<PAGE>

         We are, currently,  uncertain as to the amount, if any, of gas reserves
that may exist on the  Vintage  Acquired  Property  or the White  Rock  Acquired
Property.

         Other than as  described  above,  as of the date  hereof,  there are no
other active  business  operations  under any of the Leases that  encompass  the
Wyoming Asset and we are not certain when or if any such business operations may
commence.

DOVER EGYPT JOINT VENTURE

         Dover Egypt owns 50% of the partnership  interests in Dover Egypt Joint
Venture  pursuant to the Dover Egypt Joint  Venture  Agreement.  Pursuant to our
recent   acquisition   of  Alberta  Ltd.,  as  such   acquisition  is  described
hereinafter,  we own 6.25% of the  partnership  interests  in Dover  Egypt Joint
Venture pursuant to the Dover Egypt Joint Venture  Agreement.  Dover Egypt Joint
Venture  pursuant to the Option  Agreement has the right to acquire the interest
of the Optionor in the Concession Agreement. The Concession Agreement relates to
the exclusive  concession for the  exploitation  of petroleum and natural gas in
and throughout the East Wadi Araba Area.

         As of the date  hereof,  there  have been  three  exploration  drilling
projects  in East Wadi Araba Area (EWA 3X,  EWA 2X and EWA 1X),  the  results of
which are described hereinafter.  As of the date hereof, there are no active oil
production  operations  on any portion of the East Wadi Araba Area covered under
the Concession Agreement.

            Under  the  Option  Agreement  and the  Dover  Egypt  Joint  Venture
Agreement,  Dover Egypt is required to invest the $4,000,000  mandated under the
Concession Agreement for the drilling of two exploration wells in the Area. This
obligation serves as the consideration for the acquisition by Dover Egypt of its
interest in the Dover Egypt Joint Venture,  and  accordingly,  none of the other
parties  owning the  partnership  interests  in Dover  Egypt  Joint  Venture are
required to  contribute to the payment of the initial  $4,000,000  investment by
Dover Egypt.  Subsequent  to the initial  $4,000,000  investment by Dover Egypt,
each and every of the  parties  owning the  partnership  interests  in the Dover
Egypt Joint Venture are required to make pro rata  contributions  to the capital
of the Dover Egypt Joint Venture to the extent that such  additional  capital is
required  as a result of its  obligations  under  the  Option  Agreement  or the
Concession Agreement. To the extent that any party owning a partnership interest
in the Dover Egypt Joint  Venture fails or refuses to make any such required pro
rata  contribution,  such party  will be  subject  to the  rights  and  remedies
provided  as a part of the Dover  Egypt  Joint  Venture  Agreement,  which might
result in the loss of such  party's  interest in the Dover Egypt Joint  Venture.
Mr. Awad did not sign the Dover Egypt Joint  Venture  Agreement  and we withdrew
our offer to Mr. Awad to sign such agreement in February  2004. As a result,  we
believe Mr. Awad remains bound by the Joint Venture Agreement among the partners
signed in May 2001. The  Concession  Agreement  mandates the  expenditure of the
$4,000,000  within 3 years from the date of  advertisement of the passage of the
Concession Agreement into Egyptian law. The Concession Agreement was passed into
law on June 18, 2002 and the  advertising  thereof  occurred  on July 18,  2002.
Accordingly,  under the Concession Agreement,  the total $4,000,000  expenditure
must be undertaken by approximately  July, 18, 2005. As of approximately  August
30, 2003,  Dover Egypt Joint  Venture has expended an aggregate of $5.2 million,
thereby meeting and exceeding the minimum $4 million expenditure obligation.  Of
the $4 million minimum  commitment,  $3.4 million was provided by Dover Egypt to
the Dover Egypt Joint  Venture  during 2002 and  $600,000  was  provided  during
February  2003. To date,  Dover Egypt Joint Venture has expended $5.2 million in
connection  with the  Concession  Agreement,  $4.0 of which was  provided to the
Dover  Egypt  Joint  Venture by Dover  Egypt (our  subsidiary)  pursuant  to the
minimum  commitment  obligation and $1.2 million of which was advanced by Robert
Salna (one of our directors, our chief operating officer and our chief financial
officer)  to the Dover  Egypt  Joint  Venture on behalf of the Dover Egypt Joint
Venture partners. Pursuant to the Dover Egypt

                                       8
<PAGE>

Joint Venture Agreement each of the partners of the Dover Egypt Joint Venture is
responsible for such partners pro rata share of the $1.2 million advanced to the
Dover  Egypt  Joint  Venture  by Robert  Salna.  As a result,  Dover  Egypt (our
subsidiary)  is  responsible  to  reimburse  56.25%  ($675,000)  of the  amounts
advanced by Robert Salna to the Dover Egypt Joint Venture.  As further described
hereinafter, Mr. Salna has received 6,850,000 shares of our common stock in full
payment of this outstanding obligation.

         We have concluded  certain  offerings of our securities  (see Item 5 of
Part II, Recent Sales of Unregistered Securities).

         In  connection  with  such  offerings,  we sold  13,300,000  Units  (as
hereinafter  described)  and  received  aggregate  offering  proceeds in cash of
$4,369,900 and the Salna  Subscription  Note (as  hereinafter  described) in the
amount of  $2,280,100.  Each Unit  included in such  offerings  consisted of one
share of our common stock and one warrant (an  aggregate of  13,300,000  of such
warrants)  to purchase  one share of our common stock and was sold at a price of
fifty cents per Unit.  Each warrant  entitles the holder thereof to purchase one
share of our  common  stock  at a price  of  eighty  cents  at  variable  times.
13,000,000  of such  warrants  expired on January 31, 2003 without any execution
thereof by any holder, and 300,000 of such warrants expire on December 31, 2003.
As of the date  hereof,  there  has  been no  exercise  of any of the  unexpired
warrants.

         As part of the sale of the 13,300,000  Units  described  above,  Robert
Salna, one of our directors, our chief executive officer and our chief financial
officer executed a subscription  agreement (the "Salna Subscription  Agreement")
in connection  with the purchase of 4,560,200 Units in exchange for a promissory
note (the "Salna  Subscription  Note").  Under the Salna  Subscription Note, the
principal balance outstanding was,  initially,  to be paid by Mr. Salna to us in
eight (8) equal monthly  installments  (each, an  "Installment") of principal in
the amount of  $285,012.50,  along  with  accrued  interest  at the rate of four
percent (4%) per annum on the then outstanding principal balance, with the first
of such  Installments  being  due on  August  16,  2002 and  with the  remaining
Installments  being due monthly  thereafter  on the 16th day of each  subsequent
month  until  March  16,  2003.  Mr.  Salna  made  five  Installments,  totaling
$1,425,062.50, between August 2002 and January 2003. Effective January, 2003, we
and Mr. Salna agreed,  in part due to Mr. Salna's having  advanced sums due from
Dover Egypt in  connection  with the Dover Egypt  Joint  Venture,  to modify the
Salna  Subscription  Note to  eliminate  the accrual of  interest  and to permit
payment  of  the  balance  due  thereunder  in  such  increments  as  determined
appropriate by Mr. Salna,  provided that the entire unpaid balance due under the
Salna  Subscription  Note was paid not later than  August 31,  2003.  Mr.  Salna
funded the remaining balance due under the Salna Subscription Note in the amount
of  $855,037.50  between  February  and  June  2003,  at which  time  the  Salna
Subscription  Note was paid in full and cancelled.  In accordance with the terms
of the Salna  Subscription  Note and the Salna  Subscription  Agreement,  we are
obligated  to, and we have issued  4,560,200  shares of our common  stock to Mr.
Salna.  Notwithstanding our obligation under the Salna Subscription Note and the
Salna  Subscription  Agreement to issue 4,560,200  warrants to Mr. Salna,  since
such warrant  expired in January  2003, we and Mr. Salna have agreed that we are
under no obligation to issue same.

         In connection  with the amounts due from Dover  Petroleum to Mr. Salna,
as well as, any additional  amounts  advanced by Mr. Salna on our behalf through
December 31, 2003, we repaid Mr. Salna such amounts by  exchanging  one share of
our common stock for each ten cents of the amounts due from us to Mr. Salna.  In
December 2003, we issued 6,850,000 shares of our common stock to Mr. Salna.


                                       9
<PAGE>

      The Dover Egypt Joint Venture Agreement amended, restated and superseded a
preliminary joint venture agreement dated May 28, 2001 (the "Prior Joint Venture
Agreement"). Mr. Awad, the owner of twenty three and seventy five one hundredths
percent  (23.75%) of the interests under the Prior Joint Venture  Agreement (the
"Minority Parties"),  never executed the Dover Egypt Joint Venture Agreement. We
are not certain as to the reasons why Mr. Awad is unwilling to execute the Dover
Egypt Joint  Venture  Agreement,  but we believe it is due, in part,  to certain
reservations  about the manner in which the joint venture  operating  procedures
are detailed in the Dover Egypt Joint Venture Agreement. The Prior Joint Venture
Agreement is a two page document that,  Dover Egypt believes,  was a preliminary
agreement  created to  outline  the major  economic  points  agreed  upon by the
parties.  Dover  Egypt  further  believes  that it was  anticipated  by all such
parties that a substitute  agreement would be required in order to properly deal
with all of the operational and legal issues associated with the business of the
Dover Egypt Joint Venture.  It was not believed that the economic terms included
as part of the Dover Egypt Joint Venture  Agreement  differ  materially from the
terms included as part of the Prior Joint Venture  Agreement dated May 28, 2001.
We have  subsequently  withdrawn the offer to Mr Awad to execute the Dover Egypt
Joint Venture Agreement.  The Dover Egypt Joint Venture Agreement does, however,
include many other  provisions  dealing with,  among other  things,  operational
procedures,  additional capital  contribution  requirements,  loans to the joint
venture,  responsibilities of the joint venture parties, rights of first refusal
among the joint venture  parties,  termination,  withdrawal of the joint venture
parties, and sale or transfer of the interests of the joint venture parties. The
owners of the  remaining  seventy  six and twenty  five one  hundredths  percent
(76.25%) of the interests under the Prior Joint Venture Agreement (the "Majority
Parties") have executed the Dover Egypt Joint Venture  Agreement,  along with an
addendum thereto (the "Addendum"). The Addendum essentially provides that unless
Mr. Awad executed the Dover Egypt Joint Venture Agreement,  the Majority Parties
shall for all purposes under the Dover Egypt Joint Venture  Agreement  treat Mr.
Awad as if he had executed  the Dover Egypt Joint  Venture  Agreement.  However,
since Mr. Awad never signed the Dover Egypt Joint  Venture,  we believe that Mr.
Awad remains obligated to the terms of the Prior Joint Venture Agreement.

         Dover  Egypt  engaged  in  negotiations  with John Riva in an effort to
acquire the interest owned by John Riva in the Dover Egypt Joint  Venture.  As a
result of such  negotiations,  Dover Egypt learned that Mr. Riva had transferred
such interest to Alberta Ltd., an Alberta,  Canada corporation owned exclusively
by Mr. Riva.  Dover Egypt advised Mr. Riva that it did not believe that Mr. Riva
was  authorized by Dover Egypt Joint Venture to transfer such  interest.  In any
event,  the  negotiations  between  Dover  Egypt and Mr.  Riva  resulted  in the
execution of an agreement between us and Alberta,  Ltd. and John Riva whereby we
agreed to acquire all of the issued and outstanding  stock of Alberta Ltd. owned
by Mr. Riva in exchange for  Cdn$100,000 and 100,000 shares of our common stock.
The  transaction  contemplated  by such agreement was concluded by us on October
18, 2002 and  Alberta  Ltd.  became our wholly  owned  subsidiary.  We expect to
transfer the 6.25%  interest in the Dover Egypt Joint  Venture  owned by Alberta
Ltd.  to Dover  Egypt and  thereafter  to  dissolve  Alberta  Ltd. We are in the
process of seeking legal and tax advice as to the  advisability  of  undertaking
such a transfer  and  dissolution  and we can provide no  assurance  that such a
transfer and dissolution will be so undertaken.


                                       10
<PAGE>

         Seismic and oil migration  studies  undertaken on behalf of Dover Egypt
Joint  Venture  indicated  14 promising  seismic  targets in the East Wadi Araba
area. Dover Egypt has, also, on behalf of Dover Egypt Joint Venture  completed a
seabed survey of the first two drill targets at a cost of $127,000.  Such survey
verified  the  founding  strength  of the sea floor,  showing the  integrity  to
support the stabilizing tripod of a drill rig. We are advised that substantially
all drilling in the Area is undertaken by one of three major  Egyptian  drilling
companies  and that such drilling  activities  are  coordinated  by the Egyptian
General Petroleum Corporation.  We contracted with the Egyptian Drilling Company
for the use of the Senusret Rig for such drilling.

         Dover  Egypt Joint  Venture  commenced  the  drilling of its first well
(EWA-2X)  during  December 2002 using the Senusret Rig. EWA-2X is located in the
southwestern  corner of the East  Wadi  Araba  Area  covered  by the  Concession
Agreement. Drilling occurred to a depth of 5200 feet, which included the Belayim
Formation zone and Thebes  Formation zone.  Further  drilling to reach the lower
Matullah  Formation and Nubia  Formation  zones was not possible due to drilling
problems. Electric logging indicated two hydrocarbon columns with thicknesses of
77 and 92 feet,  respectively.  Both oil  zones  were  drill  stem  tested  with
nitrogen lift assistance, but failed to flow oil.

         Dover Egypt Joint  Venture  commenced  the  drilling of its second well
(EWA-1X)  during  January 2003 using the Senusret Rig.  EWA-1X is located in the
northern corner of the East Wadi Araba Area covered by the Concession Agreement.
Drilling occurred to a depth of 5000 feet. Electric logging of EWA-1X yielded an
oil column of 100 feet in thickness,  but test results  indicated  that such oil
was likely immoveable heavy oil not of commercial quality.  Accordingly,  EWA-1X
is unlikely to have commercially viable oil reserves.

         Analysis of the drill stem testing  results for EWA-2X  showed that the
only fluids that flowed during  testing were mud filtrate and sea water used for
drilling.  No  formation  water  ever  flowed  to  the  surface,  a  significant
indication of possible moveable oil in the Kareem and Thebes zones.  Dover Egypt
Joint Venture engaged Schlumberger Limited, a leading oilfield services company,
and other consultants to produce  independent well evaluation  reports of EWA-2X
to address  the  probability  that oil  reserves  exist in 2X and  whether  such
reserves might be commercial.  Schlumberger's  detailed analysis  concluded that
there is a probability  that an estimated 220 million  reservoir  barrels of oil
was in place in the Belayim and Thebes Zones in EWA-2X.  Schlumberger was unable
to provide  confirmation that the oil in EWA-2X is moveable and commercial,  but
suggested that the electrical  resistance  results of the electric logging tests
undertaken could indicate the possibility of moveable oil.

         Subsequent drilling in December 2003 and January 2004 failed to confirm
Schlumberger's  analysis at EWA-3X.  The EWA-3X is the step out well adjacent to
the EWA-2X and was drilled for the purpose of confirming the  indications of oil
reserves  observed  in the EWA-2X  well  within the Kareem and Thebes  dolomitic
limestone  reservoirs.  The EWA-3X  well was drilled to a depth of 7,310 feet or
the depth necessary to test the lower Matullah and Nubia  sandstone  reservoirs,
which were a primary target left untested in the EWA-2X well. Unfortunately,  no
indications  of oil  reservoirs  were found.  The EWA-3X  cores did  indicate an
unsuspected and highly unusual  presence of very large (golf ball sized) nodules
of  anhydrite/gypsum  (calcium  sulphate)  which  have  a very  high  electrical
resistance  and their  peculiar  distribution  in the rock mimicked  exactly the
distribution of electrical  resistance  expected of an oil column.  As a result,
EWA-3X did not indicate any commercial oil reserves.



         Dover Egypt has been undertaking additional oil migration, magnetic and
seismic  studies to determine the locations most likely to contain  commercially
viable oil reserves for potential  future drilling in East Wadi Araba.  Dover is
considering pursuing joint ventures with another oil company to drill additional
targets.

                                       11
<PAGE>

         THERE CAN BE NO ASSURANCE THAT ANY OF THE DRILLING  ACTIVITY  DESCRIBED
ABOVE WILL COMMENCE, OR IF COMMENCED,  THAT IT WILL BE SUCCESSFUL.  MOREOVER, NO
ASSURANCE CAN BE PROVIDED,  AND NO PARTY READING THIS REPORT SHOULD ASSUME,  ANY
DEGREE OF POTENTIAL  FOR, OR THE NATURE OR EXTENT OF, ANY OIL  DISCOVERY  WITHIN
THE AREA OR, IF ANY SUCH DISCOVERY WERE TO OCCUR, WHETHER SUCH DISCOVERY WILL BE
COMMERCIALLY VIABLE.

         Notwithstanding  our  acquisition  of  Slaterdome  and Dover Egypt,  as
described above, as of the date hereof and other than as specifically  described
herein,  there are no active  business  operations  on any of the  properties in
which  Slaterdome  or Dover  Egypt has an  interest.  We are  seeking to acquire
additional oil and gas interests  throughout the world and, we hope to engage in
exploration  and production of oil and natural gas. Since we are just commencing
our  exploration  activities,  and have no ability  to  determine  whether  such
activities will prove  successful we are unable to identify the nature or extent
of our principal products or their markets, the manner in which we may undertake
distribution  of our products or the nature or extent of any customers  that may
acquire our products.

COMPETITION

         There is intense  competition within the oil and natural gas industries
as to  virtually  all  aspects  of the  oil and  natural  gas  business,  and we
anticipate that substantially all of our competitors will have greater financial
resources, technical expertise and managerial capabilities than we do.

GOVERNMENT REGULATION

         The  oil  and  natural  gas  industries  are  particularly  subject  to
regulation and intervention by governments  throughout the world in such matters
as the award of exploration and production interests, the imposition of specific
drilling  obligations,  environmental  protection  controls,  control  over  the
development  and   decommissioning   of  a  field  (including   restrictions  on
production)  and,  possibly,  nationalization,  expropriation or cancellation of
contract rights.

EMPLOYEES

         Our  executive  officers are our only current  employees,  and they are
also  employed by  third-party  companies.  As a result our  executive  officers
devote only that portion of their time that they deem  necessary to our affairs.
At the present time,  Mr. Salna spends  approximately  30 hours each week on our
business.  We do not currently  have any  employment  agreement  with any of our
executive officers, but we may conclude such agreements in the future. Our plans
regarding the hiring of additional employees depends upon the development of our
business and our financial position, existing from time to time.

ENFORCEABILITY OF CIVIL LIABILITIES AGAINST FOREIGN PERSONS

         We are a company  incorporated  under the laws of Nevada but because we
are a  company  headquartered  in  Canada  our  investors  may  have  difficulty
enforcing civil liabilities  under the U.S. federal  securities laws against our
officers and  directors,  especially  because some of our directors and officers
reside in Canada.  Because some of our assets are located  outside the U.S.,  it
may be  difficult  for an  investor  to sue,  for any  reason,  us or any of our
directors  or officers  through U.S.  jurisdictions.  If an investor was able to
obtain a judgment against us or any of our directors or officers in a U.S. court
based on U.S.  securities laws or other reasons,  it may be difficult to enforce
such judgment in Canada. We are uncertain as to the enforceability,  in original
actions in Canadian courts, of liability based upon the U.S. federal  securities
laws and as to the enforceability in Canadian courts of judgments of U.S. courts
obtained  in  actions  based  upon the civil  liability  provisions  of the U.S.
federal securities laws.


                                       12
<PAGE>

ITEM 2.   DESCRIPTION OF PROPERTY.

            Our  registered  corporate  office is  located  at 5100 Town  Center
Circle,  Suite 430, Boca Raton,  Florida 33486 and our telephone  number at that
office  is  (561)  361-9326.  We do not pay  rent  for  the  use of the  Florida
location.  Our  operating  offices are located at 10225 Yonge  Street,  Richmond
Hill, Ontario L4C 3B2 Canada. Currently,  these facilities are provided to us by
Robert Salna,  one of our directors  and our chief  executive  officer and chief
financial officer,  without charge, but such arrangement may be cancelled at any
time without notice. As our business activities continue,  we anticipate that we
will be required to pay a pro rata share of the rent incurred for the facilities
that we occupy.

            Our only other  properties  consist   of the  Wyoming  Asset and our
rights under the Dover Egypt Joint Venture Agreement and the Option Agreement as
to the Concession Agreement.

            Because we have only obtained  preliminary  results  indicating  the
possible  existence of natural gas reserves on the Wyoming Assets, we are unable
to reliably determine the nature or extent of the Wyoming Assets,  including but
not limited to the value, if any, thereof.

            The Concession  Agreement gives the Dover  Investments  Limited (the
"Optionor")  the  exclusive  concession  for the  exploration  of petroleum  and
natural gas in and throughout the East Wadi Araba Area (the "Area"). The Area is
located in the Gulf of Suez,  covers 393  square  kilometers  and is part of the
sovereign  territory of the Arab Republic of Egypt. The concession granted under
the Concession  Agreement was previously  owned by a multinational  oil company,
but was  relinquished to the Arab Republic of Egypt in at various times pursuant
to the  concession  agreement  between that oil company and the Arab Republic of
Egypt.  The Egyptian  General  Petroleum  Corporation  has  indicated to us that
certain amounts were expended by British Gas on seismic work within the Area. We
believe  this  information  to be reliable  as the  Egyptian  General  Petroleum
Corporation  had a prior  business  relationship  with British Gas. This seismic
work is 2  dimensional  and,  after the  review  thereof  by Dover  Egypt  Joint
Venture,  Dover Egypt Joint Venture has  identified  10-priority  drill targets.
There can be no assurance  that Dover Egypt Joint  Venture will be commenced and
if such  drilling  activity is commenced  that it will be successful or that any
recoverable reserves will be located.

            The  Concession  Agreement  was awarded by the  Government  of Egypt
based upon a competitive  bidding process.  It is a production  sharing contract
and obligates the concession  holder to carry out an exploration  program over a
specific  time period and to spend a minimum  amount to fulfil work  obligations
and  develop  any  economic  discoveries  within  the  area.  If  production  is
established,  the  concession  holder can recover  exploration  and  development
expenditures out of the oil production,  with the remaining  revenues divided in
accordance with the terms of the Concession Agreement.

            THE AREA

            The largest  five fields  within the Gulf of Suez  Sedimentary  Rift
Basin  have  produced  close to five  billion  barrels  of oil since  1957.  The
sediments  in the main  deposit  centers  are  widely  distributed  at levels of
different geological times featuring favorable  petro-physical  characteristics.
Dover Egypt Joint Venture has no entitlement  whatsoever in connection  with any
described  producing  property and the proximity of the area that is the subject
of the  Concession  Agreement to any  producing  field can not be relied upon as
assuring Dover Egypt Joint Venture of any economic recovery whatsoever.

                                       13
<PAGE>

            The geologic sequence can be divided into two distinct stratigraphic
and  structural  units:  The  Pre-rifting  (Pre-Miocene)  system and the Rifting
(Miocene)  system.  The  reservoirs in the Area with the most  potential are the
Belayim, Kareem, Rudies and Nubia formations. The Warda (Zaafarana) Oil Field is
located on the northern  border of the Area.  The Warda Field is  producing  oil
from seven separate intervals in the Belayim, Kareem and Rudies formations.  The
Warda Field  comprises 9 wells and production had reached 22,000 barrels per day
of 24-29 API oil.  Dover Egypt Joint  Venture has no  entitlement  whatsoever in
connect with any  described  producing  property  within the Warda Field and the
proximity  of the area that is the subject of the  Concession  Agreement  to the
Warda Field can not be relied upon as assuring  Dover Egypt Joint Venture of any
economic recovery whatsoever.

            THE CONCESSION AGREEMENT

            The  Concession  Agreement  was passed into Egyptian law on June 18,
2002 and the advertising  thereof occurred on approximately  July 18, 2002. Time
periods  under  the  Concession   Agreement  begin  to  run  from  the  date  of
advertisement of the passage of the Concession  Agreement into Egyptian law. The
following is a general  description of significant  provisions of the Concession
Agreement:

<TABLE>
<CAPTION>
<S>                                 <C>
AREA COVERED:                                   393 Square Kilometers

EXPLORATION PERIODS:                Three (3 years, 2 years, 2 years)

First Exploration Period
(3 years):

            Financial Commitments:  $4,000,000 including a $300,000 signature bonus
            Work Commitments:                   Drill 2 wells

            Relinquishments (1):                25% of Original Area

Second Exploration Phase (2 years):

            Financial Commitments:  $4,000,000

            Work Commitments:                   Drill 2 wells

            Relinquishments (1):                25% of Original Area

Third Exploration Phase (2 years):

            Financial Commitments:  $4,500,000

            Work Commitments:                   Drill 2 wells

            Relinquishments (1):                Remainder of Undeveloped Block

DEVELOPMENT PERIOD:                 20 Years (may be extended to a maximum of 35 Years)
</TABLE>

                                       14
<PAGE>

PRODUCTION SHARING:                 EGPC                    Dover Egypt
                                                            Joint Venture


Up to  25,000 BOPD or               75%                     25%
  Gas Equiv.

More Than 25,000 BOPD or            80%                     20%
  Gas Equiv.

COST RECOVERY:                      30% of top line oil revenues is allocated
                                    toward cost recovery.  Operating costs are
                                    recovered quarterly in the same year.
                                    Exploration and development capital is
                                    recovered on a four-year amortization
                                    schedule.  After all costs are recovered for
                                    the period, excess cost recovery pool is
                                    allocated 75% to the Egyptian General
                                    Petroleum Corporation and 25% to
                                    concession holder.

PRODUCTION BONUSES:                 $2,000,000 at a production rate of
                                    25,000 BOPD; $4,000,000 at a
                                    production rate of 50,000
                                    BOPD.

            (1)  Relinquishments  are the undeveloped  portions of the Area that
are  required  to be  returned  to the Arab  Republic  of Egypt  pursuant to the
Concession Agreement.

            Dover Egypt Joint  Venture  drilled  its first  three  target  wells
(EWA-3X,  EWA-2X AND EWA-1X) and the results thereof are described above as part
of the discussion captioned "Business".

            Definitions.  The  following  is the exact  text of Rule  4-10(a) of
Regulation S-X and may be useful to the public.

            (a) Definitions. The following definitions apply to the terms listed
below as they are used in this section:

            (1) Oil and gas producing activities.

                        (i) Such activities include:

                                    (A) The  search  for  crude  oil,  including
condensate  and  natural  gas  liquids,  or natural gas ("oil and gas") in their
natural states and original locations.

                                    (B) The  acquisition  of property  rights or
properties  for the  purpose of further  exploration  and/or for the  purpose of
removing the oil or gas from existing reservoirs on those properties.

                                    (C)   The    construction,    drilling   and
production  activities  necessary  to  retrieve  oil and gas  from  its  natural
reservoirs, and the acquisition, construction,  installation, and maintenance of
field  gathering and storage  systems  including  lifting the oil and gas to the
surface and gathering,  treating, field processing (as in the case of processing

                                       15
<PAGE>

gas to extract  liquid  hydrocarbons)  and field  storage.  For purposes of this
section,  the oil and gas  production  function  shall  normally  be regarded as
terminating  at the outlet valve on the lease or field  storage tank; if unusual
physical or operational circumstances exist, it may be appropriate to regard the
production functions as terminating at the first point at which oil, gas, or gas
liquids are delivered to a main pipeline,  a common  carrier,  a refinery,  or a
marine terminal.

                        (ii) Oil and gas producing activities do not include:

                                    (A) The transporting, refining and marketing
of oil and gas.

                                    (B) Activities relating to the production of
natural resources other than oil and gas.

                                    (C) The  production of  geothermal  steam or
the extraction of  hydrocarbons  as a by-product of the production of geothermal
steam or associated  geothermal resources as defined in the Geothermal Steam Act
of 1970.

                                    (D)  The  extraction  of  hydrocarbons  from
shale, tar sands, or coal.

            (2) Proved oil and gas reserves. Proved oil and gas reserves are the
estimated  quantities  of crude oil,  natural gas, and natural gas liquids which
geological and engineering  data  demonstrate  with  reasonable  certainty to be
recoverable in future years from known  reservoirs  under existing  economic and
operating  conditions,  i.e.,  prices and costs as of the date the  estimate  is
made.  Prices include  consideration of changes in existing prices provided only
by  contractual   arrangements,   but  not  on  escalations  based  upon  future
conditions.

                        (i)  Reservoirs   are  considered   proved  if  economic
productivity  is supported by either actual  production or conclusive  formation
test.  The area of a  reservoir  considered  proved  includes  (A) that  portion
delineated by drilling and defined by gas-oil and/or oil-water contacts, if any;
and (B) the  immediately  adjoining  portions not yet drilled,  but which can be
reasonably  judged  as  economically   productive  on  the  basis  of  available
geological  and  engineering  data.  In the  absence  of  information  on  fluid
contacts,  the lowest known structural  occurrence of hydrocarbons  controls the
lower proved limit of the reservoir.

                        (ii) Reserves which can be produced economically through
application  of  improved  recovery  techniques  (such as fluid  injection)  are
included  in the  "proved"  classification  when  successful  testing by a pilot
project,  or the operation of an installed  program in the  reservoir,  provides
support for the engineering analysis on which the project or program was based.

                        (iii)  Estimates  of proved  reserves do not include the
following:

                                    (A) oil that may become available from known
reservoirs but is classified separately as "indicated additional reserves";

                                    (B) crude oil,  natural gas, and natural gas
liquids,  the  recovery  of which is  subject  to  reasonable  doubt  because of
uncertainty as to geology, reservoir characteristics, or economic factors;

                                    (C) crude oil,  natural gas, and natural gas
liquids, that may occur in undrilled prospects; and

                                       16
<PAGE>

                                    (D) crude oil,  natural gas, and natural gas
liquids,  that may be recovered from oil shales,  coal, gilsonite and other such
sources.

            (3) Proved developed oil and gas reserves.  Proved developed oil and
gas reserves are reserves that can be expected to be recovered  through existing
wells with  existing  equipment and operating  methods.  Additional  oil and gas
expected to be obtained  through the  application  of fluid  injection  or other
improved recovery techniques for supplementing the natural forces and mechanisms
of primary recovery should be included as "proved developed reserves" only after
testing by a pilot  project or after the  operation of an installed  program has
confirmed through production response that increased recovery will be achieved.

            (4) Proved  undeveloped  reserves.  Proved  undeveloped  oil and gas
reserves  are  reserves  that are  expected  to be  recovered  from new wells on
undrilled  acreage,  or from existing wells where a relatively major expenditure
is required for recompletion.  Reserves on undrilled acreage shall be limited to
those drilling units offsetting  productive units that are reasonably certain of
production  when  drilled.  Proved  reserves  for other  undrilled  units can be
claimed  only  where  it  can be  demonstrated  with  certainty  that  there  is
continuity  of  production  from the  existing  productive  formation.  Under no
circumstances should estimates,  for proved undeveloped reserves be attributable
to any acreage for which an  application  of fluid  injection or other  improved
recovery  technique is  contemplated,  unless such techniques  have been  proved
effective by actual tests in the area and in the same reservoir.

         Glossary of Additional Geological Terms. The following additional terms
are not part of Rule 4-10(a) of Regulation S-X and may be useful to the public:

         Barrel:     Equal to 42 U.S. gallons.

         Cretaceous:  The final period of the Mesozoic era (after the  Jurassic)
thought to have covered the span of time between 135 and 65 million years ago.

         Jurassic: The second period of the Mesozoic era (before the Cretaceous)
thought to have covered the span of time between 190 and 135 million years ago.

         License:  Formal or legal  permission  to explore  for oil and gas in a
specified area.

         Sandstones:  A medium  grained rock  composed  dominantly of sand sized
grains held together by a fine-grained material of cementing agent.

         Sedimentary  rock: A rock  resulting  from the  consolidation  of loose
sediment that has accumulated in layers.

         Sediments:   Solid  fragmental   materials  that  originates  from  the
weathering of rocks and is  transported or deposited by air,  water,  or ice and
that  forms in layers on the  earth's  surface in a loose  unconsolidated  form;
e.g., sand and gravel.

         Shales: A fine-grained  rock formed by the consolidation of clay, silt,
or mud.

         Siltstones:  A fine-grained  rock composed  predominantly of silt sized
grains held together by a fine grained material or cementing agent.


                                       17
<PAGE>

ITEM 3.   LEGAL PROCEEDINGS.

         Legal  proceedings were filed with the United States District Court for
District of Colorado,  by Vintage Petroleum,  Inc. (the "Third Party Plaintiff")
against Skyline Resources,  Inc. and our subsidiary  Slaterdome Gas, Inc. on May
8,  2003,  in which the Third  Party  Plaintiff  is seeking  indemnification  by
Slaterdome for any expenses,  settlements,  judgments, court costs, interest and
attorney  fees  incurred  by  Third  Party  Plaintiff  as a  result  of  certain
litigation instituted by Voyager Exploration,  Inc., Foster Exploration, LLC and
Monty W. Kastner (collectively, the "Plaintiffs") against Third Party Plaintiff.
The Plaintiff  sought damages for the failure to drill certain  mandatory  wells
or,  in the  alternative,  an order  enforcing  the  obligation  to  drill  such
mandatory  wells.  We have settled  this  dispute with Third Party  Plaintiff in
February 2004 in which the dispute was dismissed  with  prejudice for the sum of
$25,000  paid to Vintage, $15,000 of which was paid by us.




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

         We have been  advised  by Robert  Salna that he has  recently  obtained
consents  signed by  stockholders  holding a majority  of our voting  power (the
"Shareholder  Consents") which Shareholder  Consents were solicited by Salna for
the election of four  directors  and certain  other  actions.  In utilizing  the
Shareholder Consents for the taking of corporate action,  Robert Salna relied on
the provisions of Nevada Revised Statutes Section 78.320.2.,  which provides, as
herein relevant, that unless otherwise provided in the articles of incorporation
or the bylaws,  any action required or permitted to be taken at a meeting of the
stockholders  may be taken without a meeting if,  before or after the action,  a
written consent thereto is signed by stockholders holding at least a majority of
the voting power.

         Robert  Salna has advised us that the  solicitation  was made solely on
his individual behalf and not on our behalf.

         Since our common stock is registered under Section 12 of the Securities
Act of 1934, the solicitation of the Shareholder Consents was subject to certain
rules and  regulations of the Securities  and Exchange  Commission,  which rules
required  that  certain  written  materials  were to be  provided to each person
solicited  and that those  materials  be timely  filed with the SEC,  neither of
which occurred.

            As a result of the  receipt of the  Shareholder  Consents  by Robert
Salna in compliance with the provisions of Nevada  corporate law and the opinion
of counsel to us, on December 15, 2003, Messrs. Salna, Kilambi, Nuttall and Ymar
were elected as Directors.  The election of Messrs. Salna, Kilambi,  Nuttall and
Ymar  constituted  a change of control of the  Company.  In  January  2004,  the
election of these directors were ratified at a special meeting of shareholders.


                                     PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Our common stock is currently traded through the Pink Sheets,  LLC (the
"Pink Sheets")  under the symbol "DVPC".  The market for our common stock it has
been extremely limited and sporadic over the past several years.

         The table  below sets forth the range of high and low bid quotes of our
common  stock for each  quarter for the last fiscal  year,  the only full fiscal
year during which our common stock traded,  as reported by Yahoo!  Finance.  The
bid prices represent  inter-dealer  quotations,  without  adjustments for retail
mark-ups,  markdowns or commissions  and may not  necessarily  represent  actual
transactions.

                                       18
<PAGE>

<TABLE>
<CAPTION>
                                                PERIOD                     HIGH                  LOW
                                       --------------------------     ----------------     -----------------

<S>                        <C> <C>                                              <C>                   <C>
Fiscal Year Ended December 31, 2002    First Quarter                            $1.95                 $1.87
                                       Second Quarter                           $1.14                 $1.07
                                       Third Quarter                            $0.83                 $0.72
                                       Fourth Quarter                           $1.26                 $0.94

Fiscal Year Ended December 31, 2003    First Quarter                            $1.11                 $0.17
                                       Second Quarter                           $0.31                 $0.14
                                       Third Quarter                            $0.29                 $0.15
                                       Fourth Quarter                           $0.35                 $0.15

</TABLE>

         As of April 13, 2004, there were  approximately 99 holders of record of
our common  stock.  This  number  does not  include an  indeterminate  number of
shareholders whose shares are held by brokers in street name.

         Since becoming a reporting company,  we have never declared or paid any
cash  dividends on our common stock and do not expect to declare or pay any cash
dividends in the foreseeable future.

RECENT SALES OF UNREGISTERED SECURITIES

         During the first quarter of 2001, we issued 95,000 shares of our common
stock to seven  parties  in  settlement  of  outstanding  debt in the  amount of
$95,000. There were no commissions or discounts associated with such issuance of
our common stock, such common stock is not convertible or exchangeable and there
where no  warrants  or  options  issued  in  connection  therewith.  We  claimed
exemption from the registration provisions of the Act with respect to the common
stock so issued pursuant to Section 4(2) thereof  inasmuch as no public offering
was involved. Each of the parties to whom securities were in connection with the
foregoing,  made an informed  investment decision based upon negotiation with us
and was provided  with access to material  information  regarding us. We believe
that all parties that  acquired our  securities  pursuant to the  foregoing  had
knowledge  and  experience  in financial  matters such that they were capable of
evaluating  the  merits  and  risks  of  acquisition  of  our  securities.   All
certificates  representing  the shares issued  pursuant to the foregoing bear an
appropriate legend restricting the transfer of such shares, except in accordance
with the Securities Act.

         On  September  21,  2001,  we  concluded  a  voluntary  share  exchange
transaction  with all of the  shareholders  of Slaterdome  whereupon  Slaterdome
became our wholly owned subsidiary.  At the time we concluded the share exchange
transaction,  18,350,000  shares of Slaterdome  common stock was outstanding and
was held by 9 shareholders (the "Slaterdome  Shareholders").  Robert Salna was a
Slaterdome Shareholder and owned 8,300,000 Slaterdome shares, Allan Ibbitson was
a Slaterdome  Shareholder and owned 500,000  Slaterdome shares and the remaining
9,550,000  Slaterdome  shares were owned by unrelated third parties.  We and the
Slaterdome  Shareholders  engaged in arms  length  negotiations  and  ultimately
agreed to  exchange  one of our  shares  of  common  stock for each one share of
Slaterdome  common stock  outstanding.  On January 17,  2002,  Mr. Salna and Mr.
Ibbitson  became  members of our board of directors.  We made such  issuances in
reliance  upon Section 4(2) of the  Securities  Act. Each of the parties to whom
securities  were  issued in  connection  with the  foregoing,  made an  informed
investment  decision based upon negotiation with us and was provided with access
to material information  regarding us. We believe that all parties that acquired
our  securities  pursuant to the  foregoing  had  knowledge  and  experience  in
financial matters such that they were capable of evaluating the merits and risks
of acquisition  of our  securities.  All  certificates  representing  the shares
issued  pursuant to the foregoing bear an  appropriate  legend  restricting  the
transfer of such shares, except in accordance with the Securities Act.

                                       19
<PAGE>

         On March  30,  2002,  our  board of  directors  authorized  us to offer
(collectively,  the "Current  Offerings")  and sell up to 12,000,000  units (the
"Units")  which  Units  consist of  12,000,000  shares of our common  stock (the
"Shares") and warrants  (the  "Warrants")  to acquire an  additional  12,000,000
shares of our common stock  pursuant to the provisions of Regulation D, Rule 506
under  the  Securities  Act (the  "Recent  Regulation  D  Offering")  solely  to
Accredited  Investors  (as such term is  defined  under the Act) and to non U.S.
Persons (as such term is defined  under the Act)  pursuant to the  provisions of
Regulation S under the Securities Act (the "Recent Regulation S Offering"). Each
Unit  included in the Current  Offerings  consisted of one Share and one Warrant
and was sold at a price of fifty  cents  per Unit.  Each  Warrant  entitles  the
holder  thereof to purchase  one share of our common  stock at a price of eighty
cents at variable  times,  but in no event later than  January 20, 2003 . One of
the  purchasers  under the  Current  Offerings  was,  Robert  Salna,  one of our
directors and our chief executive  officer,  and Mr. Salna  purchased  4,560,200
Units and  executed  the Salna  Subscription  Note in our favor in the amount of
$2,280,100.  As part of the  Current  Offerings  we sold  12,000,000  Units  and
received   aggregate  cash  offering   proceeds  of  $3,719,900  and  the  Salna
Subscription Note in the amount of $2,280,100.  The Salna  Subscription Note has
been paid in the manner  described  herein under the caption  "Business"  and at
Item 5 of Part II,  Recent Sales of  Unregistered  Securities.  We paid finder's
fees in the  amount  of  $359,840  to nine (9) third  parties,  none of whom are
affiliated  with us or any of our  officers  or  directors,  and other than such
finder's fees no commissions or discounts were  associated with such issuance of
our  common  stock.  Each of the  parties  to whom  securities  were  issued  in
connection with the foregoing,  made an informed  investment decision based upon
negotiation  with  us and was  provided  with  access  to  material  information
regarding us. We believe that all parties that acquired our securities  pursuant
to the foregoing had  knowledge  and  experience in financial  matters such that
they were  capable of  evaluating  the merits  and risks of  acquisition  of our
securities.  All  certificates  representing  the shares issued  pursuant to the
foregoing bear an appropriate  legend  restricting  the transfer of such shares,
except in accordance with the Securities Act.

         On March 31, 2002, we concluded a voluntary share exchange  transaction
with all of the  shareholders  of Dover Egypt  whereupon  Dover Egypt became our
wholly  owned   subsidiary.   At  the  time  we  concluded  the  share  exchange
transaction, 1,600,000 shares of Slaterdome common stock was outstanding and was
held by 3  shareholders  (the "Dover  Egypt  Shareholders").  Robert Salna was a
Dover Egypt  Shareholder and owned 1,000,000 Dover Egypt shares,  Allan Ibbitson
was a Dover Egypt  Shareholder  and owned  500,000  Dover  Egypt  shares and the
remaining 100,000 Dover Egypt shares were owned by our legal counsel,  Edward H.
Gilbert.  We and the Dover  Egypt  Shareholders  agreed to  exchange  one of our
shares  of  common  stock  for  each  one  share of  Dover  Egypt  common  stock
outstanding.  At the time of such negotiations our board of directors  consisted
of three members,  one of which was Mr. Salna and one of which was Mr. Ibbitson,
both of whom were Dover Egypt  Shareholders.  Our board of  directors,  however,
agreed  unanimously to undertake the share exchange  transactions with the Dover
Egypt shareholders. We issued our shares to the Dover Egypt shareholders without
registration  under the Securities Act in reliance upon Section 4(2) thereunder.
Each of the  parties  to whom  securities  were  issued in  connection  with the
foregoing,  made an informed  investment decision based upon negotiation with us
and was provided  with access to material  information  regarding us. We believe
that all parties that  acquired our  securities  pursuant to the  foregoing  had
knowledge  and  experience  in financial  matters such that they were capable of
evaluating  the  merits  and  risks  of  acquisition  of  our  securities.   All
certificates  representing  the shares issued  pursuant to the foregoing bear an

                                       20
<PAGE>

appropriate legend restricting the transfer of such shares, except in accordance
with the Securities Act.

         On October 9, 2002, our board of directors  authorized us to offer (the
"Additional  Current  Offering")  and sell up to 1,000,000  units (the  "Units")
which Units consist of 1,000,000  shares of our common stock (the  "Shares") and
warrants  (the  "Warrants")  to acquire an  additional  1,000,000  shares of our
common  stock to non  U.S.  Persons  (as such  term is  defined  under  the Act)
pursuant to the provisions of Regulation S under the Securities Act (the "Recent
Regulation S Offering").  Each Unit included in the Additional  Current Offering
consisted  of one Share and one  Warrant  and was sold at a price of fifty cents
per Unit. Each Warrant  entitles the holder thereof to purchase one share of our
common stock at a price of eighty cents at variable times, but in no event later
than  January 20,  2003.  As part of the  Additional  Current  Offerings we sold
1,000,000 Units and received  aggregate cash offering  proceeds of $500,000.  We
paid  finder's  fees in the amount of $50,000 to one (1) third  party who is not
affiliated  with us or any of our  officers  or  directors,  and other than such
finder's fees no commissions or discounts were  associated with such issuance of
our common stock.  The parties to whom securities were issued in connection with
the foregoing,  made an informed investment decision based upon negotiation with
us and was provided with access to material information regarding us. We believe
that all parties that  acquired our  securities  pursuant to the  foregoing  had
knowledge  and  experience  in financial  matters such that they were capable of
evaluating  the  merits  and  risks  of  acquisition  of  our  securities.   All
certificates  representing  the shares issued  pursuant to the foregoing bear an
appropriate legend restricting the transfer of such shares, except in accordance
with the Securities Act.

         On October 18, 2002, we concluded the  acquisition of Alberta,  Ltd. At
the time we concluded  such  acquisition  we issued 100,000 shares of our common
stock to one party.  We made such issuances in reliance upon Section 4(2) of the
Securities  Act. The party to whom securities were issued in connection with the
foregoing,  made an informed  investment decision based upon negotiation with us
and was provided  with access to material  information  regarding us. We believe
that the party that  acquired  our  securities  pursuant  to the  foregoing  had
knowledge and  experience in financial  matters such that such party was capable
of  evaluating  the  merits  and risks of  acquisition  of our  securities.  All
certificates  representing  the shares issued  pursuant to the foregoing bear an
appropriate legend restricting the transfer of such shares, except in accordance
with the Securities Act.

         On December 20, 2002, we sold 300,000  units (the "Units")  which Units
consist of 300,000  shares of our common stock (the  "Shares") and warrants (the
"Warrants")  to acquire an additional  300,000 shares of our common stock to one
non U.S.  Person  (as such  term is  defined  under  the  Act)  pursuant  to the
provisions of Regulation S under the  Securities  Act (the "Recent  Regulation S
Offering").  Each Warrant included as part of a Unit entitles the holder thereof
to purchase one share of our common stock at a price of eighty cents at variable
times, but in no event later than December 31, 2003. As a result of such sale we
received aggregate cash offering proceeds of $150,000.  We paid finder's fees in
the amount of $15,000 to a third party who is not  affiliated  with us or any of
our officers or directors,  and other than such finder's fees no  commissions or
discounts were associated  with such issuance of our common stock.  The party to
whom securities  were issued in connection with the foregoing,  made an informed
investment  decision based upon negotiation with us and was provided with access
to material  information  regarding  us. We believe that the party that acquired
our  securities  pursuant to the  foregoing  had  knowledge  and  experience  in
financial  matters such that such party was capable of evaluating the merits and
risks of acquisition of our securities. All certificates representing the shares
issued  pursuant to the foregoing bear an  appropriate  legend  restricting  the
transfer of such shares, except in accordance with the Securities Act.

         During March   2003, we issued 15,000 shares of our common stock to one
party in settlement of an outstanding obligation to pay consulting fees. We made
such issuances in reliance upon Section 4(2) of the Securities Act. The party to
whom securities  were issued in connection with the foregoing,  made an informed
investment  decision based upon negotiation with us and was provided with access
to material  information  regarding  us. We believe that the party that acquired
our  securities  pursuant to the  foregoing  had  knowledge  and  experience  in

                                       21
<PAGE>

financial  matters such that such party was capable of evaluating the merits and
risks of acquisition of our securities. All certificates representing the shares
issued  pursuant to the foregoing bear an  appropriate  legend  restricting  the
transfer of such shares, except in accordance with the Securities Act.

         During the fourth  quarter of 2003, we issued  2,500,000  shares to our
directors as compensation that was valued at $700,000.  Also in December 2003 we
settled a loan from Mr. Salna that totaled  $680,432 for 6,850,000 shares of its
common  stock.  We made such  issuances  in reliance  upon  Section  4(2) of the
Securities  Act. In  December  2003  we issued  1,536,923  shares  of its common
stock pursuant to a private placement  offering for $0.13 per share. We received
net subscription  amounts totaling $186,250 pursuant to this stock offering.  We
made such  issuances in reliance  upon Section 4(2) of the  Securities  Act. The
parties to whom securities  were issued in connection  with the foregoing,  were
made an informed  investment  decision  based upon  negotiation  with us and was
provided with access to material information regarding us. We believe that these
parties that acquired our securities pursuant to the foregoing had knowledge and
experience  in  financial  matters  such  that  such  parties  were  capable  of
evaluating  the  merits  and  risks  of  acquisition  of  our  securities.   All
certificates  representing the shares issued pursuant to the foregoing will bear
an  appropriate  legend  restricting  the  transfer  of such  shares,  except in
accordance with the Securities Act.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION.

      The  following  discussion  of our  financial  condition  and  results  of
operations  should be read in conjunction with the financial  statements and the
notes to the statement included elsewhere in this report.

      Our  business  efforts for the next twelve  months will be centered on the
acquisition,  either alone or with others,  of interests in proved and developed
and unproved and  undeveloped  producing and  non-producing  oil and gas leases,
pursuing  development  of the Wyoming  Assets and  pursuing,  on behalf of Dover
Egypt Joint Venture,  exploration and  exploitation of petroleum and natural gas
under the  Concession  Agreement  in the East Wadi Araba Area of the Republic of
Egypt.

      Between 2002 and early 2004,  we concluded  certain  offerings  whereby we
sold  certain  of our  securities  and  received  aggregate  gross  proceeds  of
$7,554,932.

      We used the proceeds of the  offerings to meet current  commitments  under
the Option Agreement and the Dover Egypt Joint Venture Agreement,  which enabled
the Dover Egypt Joint Venture to undertake  certain  exploration  phase drilling
commitments  under the  Concession  Agreement  and to enable  Slaterdome to fund
acquire the additional properties and fund its obligations under the Cedar Ridge
Operating  Agreement.  Additionally,  we believe  that we have or have access to
(via shareholder  loans) sufficient funds to pay our current operating  expenses
for the next 12 months,  including  but not limited to our legal and  accounting
expenses to comply  with our  reporting  obligations  to the SEC and annual fees
payable to the State of Nevada.

      Our executive officers are our only current  employees,  and they are also
employed by third-party  companies.  As a result our executive  officers  devote
only that portion of their time that they deem  necessary  to our  affairs.  Our
plans regarding the hiring of additional  employees depends upon the development
of our business and our financial position, existing from time to time.


Off Balance Sheet Arrangements

      We have no off balance sheet arrangements.


Forward Looking Statements

      The  information  provided in this report may  contain  "forward  looking"
statements or statements  which arguably  imply or suggest  certain things about
our future. Statements which express that we "believe", "anticipate",  "expect",
or "plan to" as well as other  statements  which are not  historical  fact,  are
forward  looking  statements  within  the  meaning  of  the  Private  Securities
Litigation Reform Act of 1995. These statements are based on assumptions that we
believe are  reasonable,  but a number of factors could cause our actual results
to differ materially from those expressed or implied by these statements.  We do
not intend to update these forward looking  statements.  Any potential  investor
reviewing  this  report  is  advised  to  review  the   "Additional   Cautionary
Statements" section below for more information about risks that could affect our
financial results.

Additional Cautionary Statements

FACTORS AFFECTING BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION


                                       22
<PAGE>

            An  investment  in us  involves a high  degree of risk and should be
undertaken  only by persons whose  financial  resources are sufficient to enable
them to assume  such risk and to bear the total loss of their  investment.  This
section sets forth a brief summary of some of the principal risk factors. If the
Company  is unable to address  and deal with one or more of the risks  described
below or any other risks which it may face, then its business, operating results
and financial condition could be materially  adversely  affected,  and you could
lose all or part of your investment.  For these reasons,  prospective  investors
should  carefully  consider  the  risks  described  below  as well as any  other
possible risks that could be important.

            WE HAVE NO OPERATING HISTORY.

            Because we have no operating history,  there is no basis on which to
evaluate our proposed business and prospects. We are a development stage company
and  have  never  had  any  significant   operations  other  than  research  and
development.

            WE ARE A DEVELOPMENT STAGE COMPANY.

            Our  prospects  must be  considered  in light  of the  extraordinary
risks,   unforeseen  costs  and  expenses,   problems  and  difficulties   which
development  stage companies  normally  encounter.  We must, among other things,
successfully   complete  our  development,   establish  and  then  maintain  new
relationships,  implement our business,  complete the  acquisition of additional
oil and gas  leases,  undertake  drilling  operations,  respond  to  competitive
developments  and have  sufficient  capital  to  attract,  retain  and  motivate
qualified  personnel.  We are not profitable  and expect to require  significant
operating  capital in order to implement  our proposed  business.  If we fail to
address  adequately any of these risks or difficulties our business would likely
fail to develop.

            BUSINESS RISKS.

            Oil and gas exploration involves a high degree of risk.

            The oil and  natural  gas  industries  are subject to the payment of
royalties and  taxation,  which tend to be high compared with those payable with
respect to other commercial activities.

            Exploration  and  production  require high levels of investment  and
have particular  economic risks and  opportunities.  They are subject to natural
hazards  and  other  uncertainties  including  those  relating  to the  physical
characteristics of an oil or natural gas field.

            Oil prices are subject to international supply and demand. Political
developments (especially in the Middle East) and the outcome of meetings of OPEC
can particularly affect world oil supply and oil prices.

            Crude oil prices are generally set in dollars while sales of refined
products may be in a variety of  currencies.  Fluctuation  in exchange rates can
therefore give rise to foreign exchange exposures.

            The results of exploration are unpredictable and often unprofitable.
At least four major factors can make a producing well unprofitable:  (i) natural
hazards; (ii) industry conditions such as competition,  demand, and governmental
regulations;  (iii)  future  developments  in  the  energy  industry;  and  (iv)
conditions in related industries.


                                       23
<PAGE>

            The natural hazards involved in the drilling of oil or gas wells can
include peculiar and unexpected formations,  pressures,  and other problems that
were not anticipated and which are expensive to solve.  Such problems can result
in property damage or personal injury from fire or explosion.

            We may be subject to liabilities for pollution and for other similar
damages,  and we may suffer losses  against which we cannot obtain  insurance or
where the cost of insurance is prohibitive. Uninsured liabilities would diminish
the  amount  of  funds  available  for to us  for  exploration,  development  or
otherwise and could result in the loss of our property.

            We expect to be reliant  upon related  industries  such as oil field
supply businesses and research enterprises which provide technologies to enhance
production  and  improve  recovery.  Our  ability to  produce  from any wells we
develop,  extend the life of any of those  wells and  enhance  the amount of any
recovery depends on the  availability of and  improvements in such  technologies
and in our ability to apply such technologies to any such wells.

            WE WILL NEED ADDITIONAL FINANCING.

            Because of the limited  capital  available to us for the foreseeable
future,  we may  require  additional  financing.  We  are  unable  to  currently
determine the nature or extent of any additional  financing that we may require.
We will  incur  legal  and  accounting  expenses  to comply  with our  reporting
obligations  to the SEC; we will be obligated to pay our  operating  expenses as
they  arise;  and if we fail to pay the  required  annual  fees to the  State of
Nevada, we will be  administratively  dissolved.  If we need to raise additional
funds,  the funds may not be available  when we need them and if available,  the
terms may not be favorable to us. If funds are not available  when we need them,
we may be forced to terminate our business.

            IF WE ISSUE EQUITY SECURITIES, DILUTION WILL OCCUR.

            If  additional  funds are  raised  through  the  issuance  of equity
securities  or if we  otherwise  issue our  equity  securities,  the  percentage
ownership  of our  stockholders  will be reduced;  stockholders  may  experience
dilution; and those securities may have rights, preferences or privileges senior
to those of the rights of the holders of our common stock.

            WE CANNOT PROVIDE ANY ASSURANCE OF PROFITABILITY AND WE ANTICIPATED
LOSSES.

            We have  incurred  losses  since our  inception  through the  end of
our fiscal year 2003 of  approximately  $8,580,881  and we may not ever generate
sufficient  revenues  to  achieve  profitability,  and  even  if we  do  achieve
profitability,   we  cannot   assure  you  that  we  can   sustain  or  increase
profitability  in the  future.  Furthermore,  our  current  and future  drilling
activities required substantial amounts in advance of the receipt of any revenue
that might be generated as a result of such activities.  Accordingly,  we expect
to sustain substantial losses. Furthermore, if we are not successful in our test
well efforts within the Area or if successful,  if such well is not commercially
viable, we may be forced to terminate our business.

            WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE BUSINESS.

            If we are successful in achieving our plans for development, we  may
not be able to  successfully  manage our resulting  business.  Any growth in our
business  will  place a  significant  strain  on our  technical,  financial  and
managerial  resources.  As part of any growth of our  business,  we will have to
implement  operational  and  financial  systems and  procedures  and controls to
acquire, train and manage employees.

                                       24
<PAGE>

            WE ARE DEPENDENT UPON KEY PERSONNEL.

            We are  dependent on our  officers,  although we have no  employment
agreements with them.  Because our potential  success is dependent  upon,  among
other things, the personal efforts,  abilities and business relationships of our
officers, if any of them was to terminate employment with us or become unable to
be employed  before a qualified  successor,  if any, could be found our business
could be expected to suffer. We do not maintain "key person" insurance on any of
our officers.  Our executive  officers  serve us on a part time basis,  devoting
only such time to us as they believe is  necessary.  We will not have  full-time
management  until  such  time,  if any,  as we employ  executive  officers  on a
full-time  basis,  and we can not be certain  when or if we will hire  full-time
personnel or that if we seek to hire such personnel that qualified  parties will
then be available.

            THE OIL AND GAS BUSINESS IS HIGHLY COMPETITIVE.

            There  is  intense  competition  within  the  oil  and  natural  gas
industries as to virtually all aspects of the oil and natural gas business,  and
we  anticipate  that  substantially  all of our  competitors  will have  greater
financial resources, technical expertise and managerial capabilities than we do.
Such competitors are able to undertake more extensive  acquisition,  development
and production activities and make more attractive offers to potential employees
and third-party providers. We are not now and do not expect to be a major factor
in the oil and gas industry,  and we can not predict  whether we will be able to
compete  successfully  against  any  of our  competitors  or  how  our  business
prospects will suffer as a result of such competition.

            THERE ARE RISKS ASSOCIATED WITH OUR PROPOSED INTERNATIONAL
OPERATIONS AND EXPANSION.

            A part of our  business  strategy  is to seek to acquire and develop
leases and  operations in foreign  countries.  If we are able to implement  such
strategy, we may experience difficulty in managing international operations as a
result of technical problems, distance, language and cultural differences. There
are significant risks inherent in doing business on an international level, such
as, political and economic instability,  civil unrest, crime, unexpected changes
in  regulatory  requirements,  trade  barriers,  difficulties  in  staffing  and
managing foreign  operations,  fluctuations in foreign currency  exchange rates,
longer  payment  cycles,  problems in  collecting  amounts  due,  difficulty  in
enforcing  contracts,  seasonal  fluctuation in business  activity and potential
adverse tax consequences. If any of such risks materialize we may have little or
no ability to manage them or avert any consequences  there from and our business
may suffer as a result.

            In addition,  special  risks may be  associated  with our efforts to
undertake  operations in the Arab  Republic of Egypt.  Such  operations  will be
subject to political,  economic and other  uncertainties,  including among other
things,  the risk of war,  revolution,  border disputes,  expropriation,  forced
renegotiation  or modification  of any existing  agreement,  import,  export and
transportation regulations,  tariffs, taxation policy, including royalty and tax
increases and retroactive tax claims,  exchange controls,  currency fluctuations
and other uncertainties  arising out of the Arab Republic of Egypt's sovereignty
over our operations.  If, as a result of political or economic instability,  new
government  was put in place or new policies  assuming a more  hostile  attitude
toward foreign investment were adopted,  such events could result in the voiding
of our pre-existing agreements and or the expropriation of our assets.

                                       25
<PAGE>

            WE WILL BE  DEPENDENT  ON LICENSES OR OTHER  AGREEMENTS  IN ORDER TO
ENGAGE IN OUR PROPOSED BUSINESS.

            In order to drill for,  recover,  transport or sell any gas or other
hydrocarbons  from any other area in which we may attempt to conduct  operations
we will  generally  be  required to obtain  licenses  and permits and enter into
agreements with various land owners and/or government authorities.  The issuance
of these permits and licenses  generally will be contingent  upon the consent of
the governmental  authority having  jurisdiction over the production area, which
entities  have  broad  discretion  in  determining  whether or not to grant such
authority.  Moreover, even if obtained,  such licenses,  permits, and agreements
will  generally   contain  numerous   restrictions  and  require  payment  of  a
development/exploration  fee,  typically  based on the  recoverable  reserves or
expenditures. The amount of any such fee and other terms will determine in part,
the commercial  viability of any extraction project. Our interest in the Wyoming
Asset will be  governed  by an  operating  agreement  that we expect to execute,
pursuant  to the  Leases  associated  therewith  and those  other  licenses  and
agreements  that may be required,  but which are unknown to us at this time. Our
interest in the  exclusive  concession  for the  exploitation  of petroleum  and
natural  gas in and  throughout  the East Wadi  Araba  Area is  governed  by the
Concession Agreement and those other licenses and agreements that maybe required
thereunder,  but  which  are  unknown  to us at this  time.  We can  provide  no
assurance that we will be able to maintain any existing  license or agreement or
that any existing  license or agreement may not be materially  varied or that we
will be able to acquire any  required  license or  agreement,  and if any of our
existing  licenses  or  agreements  are  varied or if we are not  successful  in
maintaining  and  acquiring  other  necessary  licenses or  agreements we may be
forced to terminate our business.

            WE WILL BE  REQUIRED TO RELY UPON  SERVICES  PROVIDED TO US BY THIRD
PARTIES.

            We expect to be totally  dependant  upon  third-party  providers  to
enable us to engage in all of our business activities. Such parties may include,
but may not be limited to, consultants engaged to provide reserve  calculations,
production  optimization,  and  seismic  interpretation;   production  equipment
designers,  production equipment suppliers and third party drilling contractors.
We will not have the independent ability to transact any of the business that we
expect to undertake.  Accordingly, we will be required to establish and maintain
strategic  relationships  with a wide array of third party providers in order to
engage in any meaningful  business  activity.  If we are unable to establish and
maintain  relationships  with such third party providers our business  prospects
will be hurt.

            WE WILL BE SUBJECT TO GOVERNMENT REGULATION.

            We are subject to  regulations  applicable to businesses  generally,
and to the myriad of local,  national  and  international  laws and  regulations
directly applicable to oil and gas business.  The oil and natural gas industries
are   particularly   subject  to  regulation  and  intervention  by  governments
throughout the world in such matters as the award of exploration  and production
interests,  the  imposition  of  specific  drilling  obligations,  environmental
protection controls, control over the development and decommissioning of a field
(including   restrictions  on  production)   and,   possibly,   nationalization,
expropriation  or cancellation of contract rights.  As our business  develops we
will be  required  to learn  the  nature  and  extent  of the  laws  that may be
applicable  to us and to assure that we comply with our  obligations  under such
laws.  We are  not  certain  of the  impact  upon  us of any  existing  laws  or
regulations  or the nature or extent of any proposed laws.  Likewise,  impact of
complying  with existing or newly created laws and  regulations  with respect to
our business or industry may  increase  our cost of doing  business,  change the
manner in which we expect to engage in business or otherwise  have a detrimental
impact upon our business.

                                       26
<PAGE>

     WE ARE FACED WITH SIGNIFICANT ENVIRONMENTAL REGULATION AND COMPLIANCE.

            We expect to be subject to numerous national and local environmental
laws and  regulations  concerning  our  operations  and activities and products.
These laws and regulations may require us to remediate or otherwise  redress the
effects  on the  environment  of prior  disposal  or  release  of  chemicals  or
petroleum  substances  by  us  or  other  parties.  In  addition,  we  may  have
obligations relating to any asset that we may sell. We expect to make provisions
for  environmental  restoration  and remediation at the time we determine that a
clean-up is probable and the amount of such clean-up is reasonably determinable.

            The extent and cost of future environmental restoration, remediation
and abatement programs are inherently difficult to estimate.  They depend on the
magnitude of any possible contamination, the timing and extent of the corrective
actions  required and our share of liability  relative to that of other  solvent
responsible  parties.  The costs of future  restoration and remediation could be
significant,  and may be material to the results of our operations in the period
in which they are  recognized  and may have a material  impact on our  financial
position or liquidity.  Our  operations  are also subject to  environmental  and
common law claims for personal  injury and property damage caused by the release
of  chemicals  or  petroleum  substances  by us or  others.  There are not known
proceedings  instituted  by  governmental  authorities,  pending  or known to be
contemplated against us under any international, United States federal, state or
local environmental laws.

            We cannot predict future  developments,  such as increasingly strict
requirements of environmental  laws and enforcement  policies  thereunder,  that
might affect our operations or affect our exploration  for new reserves.  A risk
of  increased  environmental  costs and  impacts  is  inherent  in our  proposed
operations and we are unable to provide any assurance that material  liabilities
and costs will not be  incurred in the future.  In general  however,  due to our
size and limited financial  capabilities,  the occurrence of any of the forgoing
risks  may  materially  impact  upon  our  business  prospects  and  results  of
operations.

            WE HAVE NOT ESTABLISHED RESERVE ESTIMATES.

            We have not yet  estimated  the  extent  of any  proven  oil and gas
reserves or the present value of the estimated  future revenues  attributable to
such reserves as to the Wyoming  Assets or under the  Concession  Agreement.  As
such time, if ever, that we make such an estimate there can be no assurance that
we will realize the amounts  estimated to be  obtainable.  Likewise,  until such
time, if ever, that we acquire  additional  leases we are unable to estimate any
future  revenues  attributable  to any reserves  associated  with the properties
subject  to such  leases.  As a result,  our  actual  revenues,  if any,  may be
substantially  different  from  any  estimates  that we use in  calculating  the
reserve values. Many other factors over which we have little or no control might
lower or preclude  recovery from any property  which is subject to a lease or an
interest in a lease owned by us. These factors  include acts of God,  income tax
laws,  oil, gas and mineral prices,  and the  development of alternative  energy
sources.  In  addition,  there  can  be  no  assurance  that  we  will  commence
exploration  activities or, if commenced,  that we will be successful in finding
new reserves or, if found,  that  production in quantities  large enough to make
the  operation  profitable  will be  possible.  If we are not  able to  generate
earnings or, if the earnings that we generate vary significantly from that which
we  anticipate,  our business may be seriously  impaired and we may be forced to
terminate our business.

            WE HAVE LIMITED CONTACTS WITH THE UNITED STATES.

            Although we are incorporated in the State of Nevada, our executive
offices are located in Canada and our officers and directors reside in Canada.

                                       27
<PAGE>

            WE EXPECT TO BE SUBJECT TO SALES  PRACTICE  REQUIREMENTS  THAT COULD
RESULT IN THE INABILITY TO SELL OUR COMMON STOCK IN THE SECONDARY MARKET.

            Securities  Exchange  Act  Rule  15(g)-9  imposes  additional  sales
practice  requirements on the brokers who sell non-exempt  securities to persons
other  than  established  customers.  For  transactions  covered  by  the  rule,
broker-dealers must make a special suitability determination for the prospective
investor  and  receive  the  prospective  investor's  written  agreement  to the
transaction  prior to the sale. The additional  sales practice  requirements may
ultimately impact the ability to sell our common stock in the secondary market.



            THERE IS ONLY A LIMITED  PUBLIC  MARKET FOR OUR COMMON STOCK AND THE
VOLATILITY OF OUR STOCK PRICE IS HIGHLY PROBABLE.

            There is only a limited public trading market currently existing for
the our common stock,  and we can not be certain that an active  trading  market
for our common  stock will be  sustained  and we can not be certain  that market
conditions will be such that any of our common stock can be sold or of the price
that may be received therefor.

            THE  TRADING  PRICE OF OUR  COMMON  STOCK  COULD BE  SUBJECT TO WIDE
FLUCTUATIONS IN RESPONSE TO VARIATIONS IN OUR OPERATING RESULTS, IF ANY, CHANGES
IN EARNINGS ESTIMATES BY ANALYSTS, ANNOUNCEMENTS BY US OR BY OUR COMPETITORS AND
GENERAL ECONOMIC AND MARKET CONDITIONS.

            Price and volume  fluctuations  in connection  with our common stock
may affect the market  price for our common  stock and may be  unrelated  to our
operating performance or lack thereof.




            OUR STOCK IS  QUOTED ON THE PINK  SHEETS  AND  COULD BE  SUBJECT  TO
EXTREME VOLATILITY.

            Our common  stock is  currently  quoted  under the symbol  "DVPC" on
thePink Sheets,  which is often  characterized  by low trading  volume.  A large
volume of stock being sold into the market at any one time could cause the stock
to  rapidly  decline  in  price.  In  addition,  we  must  comply  with  ongoing
eligibility  rules to  ensure  our  common  stock is not  removed  from the Pink
Sheets,  which would  materially  adverse affect the liquidity and volatility of
our common stock.

            APPLICABILITY OF "PENNY STOCK RULES" TO  BROKER-DEALER  SALES OF OUR
COMMON STOCK COULD HAVE A NEGATIVE  EFFECT ON THE  LIQUIDITY AND MARKET PRICE OF
OUR COMMON STOCK.

            Our  common  stock is subject to the  "penny  stock  rules"  adopted
pursuant to Rule 15g-9 of the  Securities  and Exchange Act of 1934, as amended,
which apply to non-NASDAQ companies whose common stock trades at less than $5.00
per  share or which  have a  tangible  net worth of less  than  $5,000,000  - or
$2,000,000 if they have been operating for three or more years.  The penny stock
rules impose additional sales practice requirements on broker-dealers which sell
such securities to persons other than  established  customers and  institutional
accredited  investors.  For  transactions  covered by this rule, a broker-dealer
must  make a  special  suitability  determination  for the  purchaser  and  have
received  the  purchaser's  written  consent to the  transaction  prior to sale.

                                       28
<PAGE>

Consequently, the penny stock rules affect the ability of broker-dealers to sell
shares of our common  stock and may affect the ability of  stockholders  to sell
their shares in the secondary  market if such a market  should ever develop,  as
compliance   with  such  rules  may  delay  and/or   preclude   certain  trading
transactions.  The penny stock rules could have a material adverse effect on the
liquidity and/or market price of our common stock.

            WE HAVE NOT PAID CASH  DIVIDENDS AND IT IS UNLIKELY THAT WE WILL PAY
CASH DIVIDENDS IN THE FORESEEABLE FUTURE.

            We plan to use all of our earnings,  to the extent we have earnings,
to  fund  our  operations.  We do not  plan  to pay any  cash  dividends  in the
foreseeable  future.  We cannot  guarantee  that we will, at any time,  generate
sufficient  surplus cash that would be available for  distribution as a dividend
to the  holders of our  common  stock.  You  should  not expect to receive  cash
dividends on our common stock.

ITEM 7.     FINANCIAL STATEMENTS

            The financial  statements,  together with the independent  auditors'
report thereon, appear beginning on page F-1 of this report.

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE

            None.

ITEM 8A.    CONTROLS AND PROCEDURES

            We carried out an  evaluation,  under the  supervision  and with the
participation  of our  management,  including our President and Chief  Executive
Officer (who is also our Chief Financial  Officer) of the  effectiveness  of the
design and operation of our disclosure  controls and procedures as of the end of
the period covered by this report. The evaluation was undertaken in consultation
with our accounting personnel. Based on that evaluation, our President and Chief
Executive  Officer  concluded  that our  disclosure  controls and procedures are
effective  to ensure  that  information  required to be  disclosed  by us in the
reports  that we file or submit  under the  Securities  Exchange  Act of 1934 is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities and Exchange Commission's rules and forms.

            There were no  significant  changes in our  internal  controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of their evaluation.

                                    PART III

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

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

            The  following  table sets forth certain  information  regarding our
directors and executive officers.

                                       29
<PAGE>

<TABLE>
<CAPTION>
                   NAME            AGE                                               TITLE
-----------------------------    ----------    -----------------------------------------------------------------------------
<S>                                 <C>        <C>
Robert Salna                        46         Chief Executive Officer, Chief Financial Officer, President, Secretary and
                                               Director
Oury Ymar                           41         Director
Raghunath Kilambi                   38         Director
Greg Nuttall                        38         Director
Ted McKechnie                       54         President and Director (1)
</TABLE>

(1) As a result not of being re-elected at a Written Consent of Shareholders  in
December 2003 which was ratified at a Special Meeting of Shareholders in January
2004, Mr. McKechnie no longer serves as a President or Director.

            There are no family  relationships  among  any of the  directors  or
officers of the Company.

BUSINESS EXPERIENCE

            ROBERT SALNA been our director  since  January  2002.  From 1999 and
continuing  currently Mr. Salna serves as chief  executive  officer and managing
director of Dover Investments Limited, Toronto, Canada, a company that purchased
the  operator's  interest in the Ras El Ush,  Egypt oil field from  Marathon Oil
Company  Limited of Houston  Texas.  Mr. Salna is the sole  shareholder of Dover
Investments  Limited.  In 1998, Mr. Salna was one the founders of Perial Ltd., a
Canadian  publicly traded company  involved in the oil and natural gas business.
Perial raised  $1,000,000 to engage in exploration  programs and provide capital
for other acquisitions.  Since 1980 and continuing currently Mr. Salna serves as
President of P. Salna Company  Limited,  Toronto,  Canada, a land surveying firm
started by Mr. Salna's father.

            OURY M. YMAR has been a director  since  December  2003.  During the
past five years,  Mr. Ymar has served as the  president  and sole  director  and
shareholder  of  Tridex  Elite  SA,  a Swiss  company  involved  in real  estate
development  and  construction  business.  Mr. Ymar holds a bachelors  degree in
economics from the Iscam school,  Lucerne,  Switzerland  and a masters degree in
Business Administration from the Essec school, Paris, France.

            RAGHUNATH  KILAMBI has been a director since  December   2003.  From
March,  1998  through  November  2000,  Mr.  Kilambi  served as the  co-founder,
executive vice president,  chief financial officer and as member of the board of
directors of FutureLink  Corp. of Irvine,  California,  an application  services
provider.  Commencing in May, 2003, and continuing currently, Mr. Kilambi serves
as  chairman,  chief  executive  officer  and chief  financial  officer of Swiss
Medica, Inc., a company involved in the biosciences industry. Commencing in 2001
and continuing  currently,  Mr.  Kilambi serves as a general  partner at Rubicon
Investment  Group, a merchant banking firm focused on private equity buyouts and
investments in undervalued businesses. Mr. Kilambi holds a Bachelor of Commerce:
Finance and  Accounting  Degree from McGill  University,  a Graduate  Diploma in
Public  Accounting from McGill  University and has been a member of the Canadian
Institute of Chartered Accountants since 1989.

            GREG NUTTALL has been a Director since July 2003.  From 1994 through
2000, Mr. Nuttall served as co-chairman and chief executive  officer of Cultural
Research,  Inc., a management consulting firm. Commencing in 2001 and continuing
currently,  Mr. Nuttall serves as a general partner at Rubicon Investment Group,
a merchant  banking firm focused on private  equity  buyouts and  investments in
undervalued  businesses.  Likewise,  commencing  in July,  2003  and  continuing
currently,  Mr. Nuttall serves as Vice-Chairman  and Executive Vice President of
Swiss Medica, Inc., a company involved in the bioscience  industry.  Mr. Nuttall
holds a bachelors  degreee from the  University of Manitoba,  a Bachelor of Laws
degree  from  Osgoode  Hall  Law  School,   York  University  and  a  Master  of
International Laws degree from Cambridge University.


                                       30
<PAGE>

            TED MCKECHNIE was our President and a director  until December 2003.
Commencing  during  1998 and  continuing  currently,  Mr.  McKechnie  serves  as
President  and  CEO of  William  Davies  Consulting,  Inc.,  a  consulting  firm
specializing  in business  integration,  rightsizing,  turnaround,  new business
start up,  marketing  and sales  matters.  From 1994 through  1998, Mr McKechnie
served as president  and chief  operating  officer of Humpty  Dumpty Snack Foods
Ltd., of Canada.

            No  individual  on  our  Board  of  Directors  possesses  all of the
attributes  of an audit  committee  financial  expert and no one on our Board of
Directors is deemed to be an audit committee  financial  expert.  In forming our
Board of  Directors,  we sought out  individuals  who would be able to guide our
operations based on their business  experience,  both past and present, or their
education.  Our  business  model is not  complex and our  accounting  issues are
straightforward.   Responsibility  for  our  operations  is  centralized  within
management,  which is  comprised  of Mr.  Salna.  We rely on the  assistance  of
others, such as our accountant, to help us with the preparation of our financial
information.  We  recognize  that  having  a  person  who  possesses  all of the
attributes of an audit committee  financial expert would be a valuable  addition
to our Board of Directors, however, we are not, at this time, able to compensate
such a person therefore, we may find it difficult to attract such a candidate.

DIRECTOR COMPENSATION

            We issued to each  elected  director at the  December  2003  special
meeting  of  stockholders,  500,000  shares of common  stock  for  service  as a
director. We have paid Mr. Kilambi and Mr. Nuttall $20,000 for their services in
December 2003. Other than these compensations, we have not paid any compensation
to any of our directors for any services provided to us as a director nor did we
pay any  compensation to any other party for  participation  in any committee of
our Board or any advisory committee.

TERM OF OFFICE

            The directors  named above will serve until the next annual  meeting
of our shareholders.  In absence of an employment agreement, officers hold their
positions until the meeting of the Board of Directors  following the next annual
meting of  stockholders  and  until  their  successors  have  been  elected  and
qualified.

CODE OF ETHICS

            On April 13, 2004 our Board of Directors  adopted a Code of Business
Conduct and Ethics that applies to all of our officers, directors and employees.

COMPLIANCE WITH SECTION 16(A) OF EXCHANGE ACT

            Section 16(a) of the Securities Exchange Act requires our directors,
executive officers and persons who own more than 10% of our common stock to file
reports of  ownership  and  changes in  ownership  of our common  stock with the
Securities and Exchange  Commission.  Directors,  executive officers and persons
who own more  than 10% of our  common  stock  are  required  by  Securities  and
Exchange  Commission  regulations  to furnish to us copies of all Section  16(a)
forms they file.

            Based  solely  upon a  review  of any  Forms 3 and 4 and  amendments
thereto  furnished  to the Company  under Rule  16a-3(a)  under the Exchange Act
during  its most  recent  fiscal  year and any  Forms 5 and  amendments  thereto
furnished  to us with respect to our most recent  fiscal  year,  and any written
representations  referred to in subparagraph (b)(2)(i) of Item 405 of Regulation
S-B,  other than as set forth  below no person  who, at any time during the year
ended December 31, 2003,  was a director,  officer,  or to our knowledge,  was a
beneficial  owner of more  than 10% of any  class of  equity  securities  of the
Company registered pursuant to Section 12, filed the reports required by Section
16(a) of the  Exchange  Act during the most recent  fiscal year or prior  fiscal
years other than as may have been previously  disclosed in the Company's reports
filed with the SEC. The Company is aware that Messrs  Salna,  Ymar,  Kilambi and
Nuttall did not file certain reports subsequent to their election as Directors.

                                       31
<PAGE>

ITEM 10.    EXECUTIVE COMPENSATION

            The following  table sets forth the executive  compensation  for Mr.
Robert Salna, our Chief Executive Officer,  Chief Financial Officer,  President,
Secretary and Chairman. There were no other officers who earned over $100,000 in
compensation for the 2003 fiscal year:

The  following  table  sets forth  information  as to the  compensation  paid or
accrued to Mr. Salna:

<TABLE>
<CAPTION>
                           SUMMARY COMPENSATION TABLE
------------------------------- ------- -------------------------------------- ---------------------------------------------------
                                                    ANNUAL COMPENSATION                       LONG TERM COMPENSATION
                                        -------------------------------------- ---------------------------------------------------
                                                                                           AWARDS                  PAYOUTS
                                                                               --------------------------- -----------------------



                                                             Other Annual    Restricted Stock  Securities              All Other
                                                             Compen-sation        Awards       Underlying            Compen-sation
Name and Principal Position(1)             Salary   Bonus                                       Options/   LTIP
                                                                  ($)                             SARs     Payout($)      ($)
                                Year         ($)      ($)                           ($)
------------------------------- ------- ----------- ------ ---------------- ------------------ ----------- --------- -------------
<S>                             <C>          <C>     <C>         <C>               <C>                        <C>         <C>
Robert Salna, Chief Executive   2003         $0       0           $0                0              --          0           0
Officer, Chief Financial
Officer, President, Secretary
and Chairman (2)
------------------------------- ------- ----------- ------ ---------------- ------------------ ----------- --------- -------------
</TABLE>


            (1) No  individual  grants of stock  options  were made or exercised
during 2001,  2002 or 2003 to Mr. Salna.  . On December 31, 2002, Mr. Salna held
no options or warrants to purchase our securities. During 2001, 2002 or 2003, we
did not reprice any stock option or SAR previously awarded to Mr. Salna.

            During  2001,  2002 or 2003,  no other  compensation  not  otherwise
referred to herein was paid or awarded by us to Mr. Salna,  the aggregate amount
of which compensation,  with respect to any such person,  exceeded the lesser of
$50,000 or 10% of the annual salary and bonus  reported in the Summary Table for
such person.

            (2) We do not yet have any agreement or understanding with Mr. Salna
in regard to compensation, but we anticipate that we may enter into negotiations
with Mr. Salna in the near future.  We are not  presently  able to calculate the
nature or extent of any of the compensation  that may be payable to Mr. Salna as
a result of any such negotiations.  We do not have a long term incentive plan or
arrangement  of  compensation  with any  individual in the group of officers and
directors.

                                       32
<PAGE>

EMPLOYMENT AGREEMENTS

            Our  Board of  Directors  is  currently  considering  an  employment
agreement for Mr. Robert Salna or any other officer.

               EQUITY COMPENSATION AND CONSULTANT PLAN INFORMATION


<TABLE>
<CAPTION>

------------------- --------------------------------------- ---------------------------------- -----------------------------------
                    Number of securities to be issued upon  Weighted average exercise price of Number of securities remaining
                    exercise of outstanding options,        outstanding options warrants and   available for future issuance under
                    warrants and rights                     rights                             the equity compensation plan
------------------- --------------------------------------- ---------------------------------- -----------------------------------
<S>                  <C>                                    <C>                                <C>
Plan Category
------------------- --------------------------------------- ---------------------------------- -----------------------------------

Equity Compensation
Plans approved by   0                                       0                                  0
security holders
------------------- --------------------------------------- ---------------------------------- -----------------------------------
Equity compensation
plans not approved  0                                       0                                  0
by security holders
------------------- --------------------------------------- ---------------------------------- -----------------------------------
</TABLE>


                                       33

<PAGE>


ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                        MANAGEMENT

            The following  table sets forth certain  information as of April 13,
2004 with  respect to the  beneficial  ownership of the  Company's  Common Stock
prior to this Offering, by (i) each person who beneficially owns more than 5% of
our voting securities; (ii) each Director; (iii) each Executive Officer and (iv)
all directors and executive officers as a group. Unless otherwise indicated, all
persons named as beneficial  owners of our voting  securities,  have sole voting
and sole investment  power with respect to the shares  indicated as beneficially
owned,  and beneficial  ownership  includes  shares  issuable upon conversion of
shares of Series Common Stock.  As of April 13, 2004,  the Company's  issued and
outstanding capital stock consisted of 62,836,083 shares of Common Stock.

<TABLE>
<CAPTION>


                                                                        TOTAL OUTSTANDING COMMON   PERCENT OF SHARES OF COMMON
NAME AND ADDRESS                                                        STOCK BENEFICIALLY              STOCK BENEFICIALLY
OF BENEFICIAL OWNER(1)(2)                                                         OWNED                        OWNED
----------------------------------
<S>                                                                             <C>                         <C>
ROBERT SALNA Chief Executive Officer, Chief Financial
Officer, President, Secretary and Chairman                                      21,210,200                  34.60%
GREGORY A. NUTTALL, Director                                                    1, 000,000                   1.63%
RAGHUNATH KILAMBI, Director                                                        500,000                      *
OURY M. YMAR, Director                                                           2,134,637                   3.48%
W.R. (TED) MCKECHNIE (3) 496 Drake Circle Waterloo Ontario N2T 1L1
Canada                                                                             250,000                      *
ALL DIRECTORS, OFFICERS AND 5% STOCKHOLDERS AS A GROUP
   (5 PERSONS)                                                                  25,094,837                  40.94%

------------------------------
*     Less than 1%.

</TABLE>

         (1)      Unless otherwise  indicated,  the address of the persons named
                  in this  column  is c/o Dover  Petroleum  Corp.,  10255  Yonge
                  Street, Richmond Hills, Ontario, Canada L4C 3B2.

         (2)      Included in this  calculation  are shares deemed  beneficially
                  owned by  virtue of the  individual's  right to  acquire  them
                  within  60 days  of the  date of this  report  that  would  be
                  required  to  be  reported  pursuant  to  Rule  13d-3  of  the
                  Securities Exchange Act of 1934.

         (3)      Mr.  McKechnie was terminated as a President and director at a
                  written consent of  shareholders  in December 2003,  which was
                  subsequently ratified at a shareholder meeting January 2004.


On December 15, 2003, Messrs. Salna,  Kilambi,  Nuttall and Ymar were elected as
Directors pursuant to written consents signed by stockholders holding a majority
of our voting power.  The consents were solicited by Mr. Salna.  We believe that
the election through the use of the consents complied with the applicable law of
Nevada. We, likewise,  believe that Mr. Salna's solicitation did not comply with
the  provisions  of the  Securities  Exchange Act of 1934 (the  "Exchange  Act")


                                       34
<PAGE>

relating to the solicitation of consents or the applicable rules and regulations
under the Exchange Act. The election of Messrs. Salna, Kilambi, Nuttall and Ymar
constituted a change of control of the Company. These director appointments were
subsequently ratified at a stockholder meeting in January 2004.


           Other than as described  herein, we are not aware of any arrangements
which may result in a change in our control.


ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SLATERDOME

            On September 21, 2001, we concluded the  Slaterdome  Share  Exchange
transaction  with all of the  shareholders  of Slaterdome  whereupon  Slaterdome
became  our  wholly  owned  subsidiary.  The total  consideration  paid by us in
connection  with the  acquisition  of Slaterdome  was  $605,000.  At the time we
concluded  the  Slaterdome  Share  Exchange  transaction,   Robert  Salna  owned
8,300,000  shares of the 18,350,000  shares of Slaterdome  then  outstanding and
Allan  Ibbitson  owned  500,000  of the  18,350,000  shares of  Slaterdome  then
outstanding.  On January 17, 2002, Mr. Salna and Mr.  Ibbitson became members of
our board of directors.

DOVER EGYPT

            On  March  31,  2002,  we  concluded  a  voluntary   share  exchange
transaction  with all of the  shareholders  of Dover Egypt whereupon Dover Egypt
became  our  wholly  owned  subsidiary.  The total  consideration  paid by us in
connection  with the  acquisition  of Dover Egypt was  $800,000.  At the time we
concluded  the Dover  Egypt  Share  Exchange  transaction,  Robert  Salna  owned
1,000,000  shares of the 1,600,000  shares of Dover Egypt then  outstanding  and
Allan Ibbitson owned 500,000 shares of the 1,600,000  shares of Dover Egypt then
outstanding.

DOVER EGYPT JOINT VENTURE

            Dover  Egypt owns 50% of the  partnership  interests  of Dover Egypt
Joint  Venture.  Robert  Salna,  our  chief  executive  officer  and  one of our
directors  and the  owner of  approximately  34  percent  of our  common  stock,
individually owns a fifteen percent interest in Dover Egypt Joint Venture. Dover
Egypt Joint Venture is a party to the Option  Agreement and,  pursuant  thereto,
has the right to acquire the interest of Dover Investments Limited in and to the
Concession Agreement. Robert Salna owns and controls Dover Investments Limited.

            As a result of our acquisition of Alberta, Ltd., we own 6.25% of the
interests in Dover Egypt Joint  Venture.  We expect to transfer such interest to
Dover Egypt,  whereupon  Dover Egypt will own 56.25 % of the  interests in Dover
Egypt Joint  Venture,  and  thereafter  to dissolve  Alberta  Ltd. We are in the
process of seeking legal and tax advice as to the  advisability  of  undertaking
such a transfer  and  dissolution  and we can provide no  assurance  that such a
transfer and  dissolution  will be so  undertaken.  If we do not  undertake  the
transfer of such  interest  to Dover  Egypt will  expect to  continue  hold such
interest in Alberta, Ltd.


                                       35
<PAGE>

CONSULTING AGREEMENTS WITH TINAMILU

            On September 1, 2000 we entered  into a  consulting  agreement  with
Tinamilu Holdings Limited. Pursuant to the consulting agreement, Tinamilu agreed
to  identify  and  introduce  us to viable oil and gas  projects.  Tinamilu  was
responsible   for   introducing  us  to  the  Wyoming  Asset  and  currently  is
assimilating  information  on and preparing  acquisition  packages in connection
with other available world wide oil and gas production properties.  We agreed to
pay consulting  fees, in the amount of  $100,000.00 to Tinamilu.  The consulting
fees are payable in two equal  installments in the amount  $50,000.00  each. The
first of  installment  was paid on December 31, 2001 and the second  installment
was paid on September  30, 2002.  Tinamilu is one of our  shareholders  and owns
approximately 1.1% of our common stock.

            On April 1, 2002, we entered into a second consulting agreement with
Tinamilu Holdings Limited. Pursuant to the second consulting agreement, Tinamilu
agreed to provided us with  consulting  services in connection  with our oil and
gas projects.  We agreed to pay consulting fees, in the amount of $200,000.00 to
Tinamilu. The consulting fees have been paid Tinamilu is one of our shareholders
and owns approximately 1.1% of our common stock.

SALNA LOANS

From January to April 2004 we borrowed an  aggregate  of $1.67  million (US) and
$1.2  million  (Cdn)  from our  Chief  Executive  Officer,  Chairman  and  major
shareholder  Robert  Salna,  at 8%  interest  per annum  with a 10%  bonus  upon
repayment. There is no maturity date and the loans are unsecured. The loans were
made either from Mr. Salna directly or through his wholly-owned  company,  Dover
Investments.

ITEM 13.    EXHIBITS AND REPORTS ON FORM 8-K
<TABLE>
<CAPTION>

EXHIBIT      DESCRIPTION
NO.

<S>          <C>
2.1          Share Exchange Agreement dated August 31, 2001 between Dover Petroleum Corp. and the shareholders of Slaterdome,
             Inc.(1)

2.2          Share Exchange Agreement dated February 26, 2001 between Dover Petroleum Corp. and the shareholders of Dover
             Petroleum Egypt I, Inc.(1)

3.1          Articles of Incorporation of Coretech Industries, Inc.(1)

3.2          Amendment to Articles of Incorporation changing name to At Home Holdings, Inc.(1)

3.3          Amendment to Articles of Incorporation changing name to Dover Petroleum Corp. and increasing capital (1)

3.4          Amendment to Articles of Incorporation reflecting the 1999 Split(1)

3.5          Articles of Incorporation of Slaterdome, Inc.(1)

3.6          Articles of Incorporation of Dover Petroleum Egypt I, Inc.(1)

3.7          Bylaws of Dover Petroleum Corp.(1)

3.8          Bylaws of Slaterdome, Inc.(1)

3.9          Bylaws of Dover Petroleum Egypt I, Inc.(1)

10.1         Dover Egypt Joint Venture Agreement (1)

10.2         Dover Egypt Joint Venture Agreement Amendment (1)

10.3         Option Agreement (1)
</TABLE>

                                       36
<PAGE>

<TABLE>
<CAPTION>
<S>          <C>
10.4         Concession Agreement (2)

10.5         Phillips Interest Purchase Agreement (3)

10.6         Assignment and Bill of Sale under the Phillips Interest Purchase Agreement (3)

10.7         Subscription Agreement between the Company and Robert Salna (3)

10.8         Warrant in favor of Robert Salna (3)

10.9         Subscription Note executed by Robert Salna in favor of the Company (3)

10.10        Consulting Agreement Number 1 with Tinamilu Holdings (3)

10.11        Consulting Agreement Number 2 with Tinamilu Holdings (3)

10.12        Cedar Ridge Operating Agreement (4)

10.13        Vintage Lease (4)

10.14        White Rock Lease (4)

14.1         Code of Ethics (5)

21.1         List of Subsidiaries (4)

31.1         Certification of Chief Executive Officer and Chief Financial Officer under Rule 13a-14a/15d-14(a)(5)

32.1         Certification of Chief Executive Officer and Chief Financial Officer under Section 1350(5)

99.1         Report of Schlumberger Limited (4)

(1)          Filed electronically as part of the Company's Form 10-SB.

(2)          Filed electronically as part of the Company's Amendment One to Form 10-SB.

(3)          Filed electronically as part of the Company's Amendment Two to Form 10-SB.

(4)          Filed electronically as part of the Company's Form 10-KSB for the year ended December 31, 2002.

(5)          Filed electronically herewith.
</TABLE>


(b) Reports on Form 8-K

            No current  reports were filed during the fourth quarter of the 2003
fiscal year.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES


                The following table sets forth fees billed to us by our auditors
during the fiscal  years ended  December 31, 2003 and December 31, 2002 for: (i)
services  rendered  for the audit of our  annual  financial  statements  and the
review of our quarterly financial statements,  (ii) services by our auditor that
are  reasonably  related  to the  performance  of the  audit  or  review  of our
financial  statements  and that are not reported as Audit Fees,  (iii)  services
rendered in connection  with tax  compliance,  tax advice and tax planning,  and
(iv) all other fees for services rendered. [ACCOUNTANTS TO PROVIDE INFO]

                                       37
<PAGE>

                                   December 31, 2003      December 31, 2002

(i)      Audit Fees                    $ 65,048              $ 68,000
(ii)     Audit Related Fees            $  3,985              $  2,530
(iii)    Tax Fees                      $      0              $      0
(iv)     All Other Fees                $      0              $      0


         AUDIT FEES. Consists of fees billed for professional  services rendered
for the audit of Dover Petroleum.  Inc.'s financial statements and review of the
interim  consolidated  financial  statements  included in quarterly  reports and
services  that are normally  provided by Samuel Klein and Company in  connection
with statutory and regulatory filings or engagements.

         AUDIT-RELATED  FEES.  Consists of fees billed for assurance and related
services that are reasonably  related to the  performance of the audit or review
of Dover Petroleum Corp.  financial statements and are not reported under "Audit
Fees."

         TAX FEES.  Consists of fees billed for  professional  services  for tax
compliance,  tax advice and tax planning. There were no tax services provided in
fiscal 2003 or 2002.

         ALL OTHER FEES.  Consists of fees for products and services  other than
the  services  reported  above.  There were no  management  consulting  services
provided in fiscal 2003 or 2002.

POLICY  ON AUDIT  COMMITTEE  PRE-APPROVAL  OF AUDIT  AND  PERMISSIBLE  NON-AUDIT
SERVICES OF INDEPENDENT AUDITORS

         The Company  currently does not have a designated Audit Committee,  and
accordingly,  the Company's  Board of Directors'  policy is to  pre-approve  all
audit and permissible  non-audit services provided by the independent  auditors.
These services may include audit services,  audit-related services, tax services
and other services.  Pre-approval  is generally  provided for up to one year and
any  pre-approval  is  detailed  as to the  particular  service or  category  of
services and is generally subject to a specific budget. The independent auditors
and management  are required to  periodically  report to the Company's  Board of
Directors regarding the extent of services provided by the independent  auditors
in accordance with this pre-approval, and the fees for the services performed to
date.  The Board of  Directors  may also  pre-approve  particular  services on a
case-by-case basis.


                                       38

<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 on this 13th day of April 2004.

                                          DOVER PETROLEUM CORP.



                                          By:  /s/ Robert  Salna
                                             ---------------------------------
                                             Robert Salna,
                                             Chief Executive Officer,
                                             Chief Financial Officer, President
                                             Secretary and Director (Chairman)


                                POWER OF ATTORNEY

            KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert Salna, jointly and severally,  his
or her attorneys-in-fact, each with the power of substitution, for him or her in
any and all  capacities,  to sign any  amendments to this Report on Form 10-KSB,
and to file the same,  with exhibits  thereto and other  documents in connection
therewith  with the  Securities and Exchange  Commission,  hereby  ratifying and
confirming all that each of said attorneys-in-fact,  or his or her substitute or
substitutes may do or cause to be done by virtue hereof.

            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.

<TABLE>
<CAPTION>
<S>                                      <C>                                   <C>
    Signature                           Title                                  Date
    ---------                           -----                                  ----

/s/ Robert Salna           Chief Executive Officer, President,             April 13, 2004
--------------------------
Robert Salna               Chief Financial Officer, Secretary
                                       and Director

/s/ Greg Nuttall                       Director                            April 13, 2004
--------------------------
Greg Nuttall

/s/ Oury M. Ymar                       Director                            April 13, 2004
--------------------------
Oury M. Ymar

/s/ Raghunath Kilambi                  Director                            April 13, 2004
--------------------------
Raghunath Kilambi
</TABLE>


                                       39
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549



                              FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002



                         FORMING A PART OF ANNUAL REPORT
                 PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934


                              DOVER PETROLEUM CORP.

<PAGE>


                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                        CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002


<PAGE>

                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
Dover Petroleum Corp.
(A Development Stage Company)
10225 Yonge Street
Richmond Hill, Ontario L4C 3B2
Canada


We have audited the accompanying consolidated balance sheets of Dover Petroleum
Corp. and its Subsidiaries (A Development Stage Company) as of December 31, 2003
and 2002 and the related consolidated statements of operations, stockholders'
equity and cash flows for the years ended December 31, 2003 and 2002 and for the
period from Inception (June 14 2001) to December 31, 2003. 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 auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatements. 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 Dover Petroleum Corp. and its
Subsidiaries (A Development Stage Company) as of December 31, 2003 and 2002 and
the results of its operations and its cash flows for the years ended December
31, 2003 and 2002 and for the period from inception (June 14, 2001) to December
31, 2003 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 Notes 2 and 3 to the
financial statements, the Company has suffered significant losses from
operations during the years ended December 31, 2003 and 2002 and has a net
capital deficiency, which raises substantial doubt about its ability to continue
as a going concern. Management's plans regarding those matters are also
described in Notes 2 and 3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



                                                        SAMUEL KLEIN AND COMPANY

Newark, New Jersey
April 12, 2004


<PAGE>


                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                           December 31,
ASSETS                                                                2003               2002
------                                                             -----------        -----------
<S>                                                                <C>                <C>
Current Assets:
  Cash and cash equivalents                                        $   240,706        $ 2,606,997
  Prepaid expenses                                                          --            100,863
  Other current assets                                                  24,044             18,409

                                                                   -----------        -----------
                  Total Current Assets                                 264,750          2,726,269

Property and Equipment, net                                                 --                 --

Oil Concession Rights                                                  942,353            942,353

Unproved Mineral Interest in Properties, net                         1,275,954          4,220,651
                                                                   -----------        -----------

                  Total Assets                                     $ 2,483,057        $ 7,889,273
                                                                   ===========        ===========


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts payable and accrued liabilities                         $ 1,314,840        $ 2,483,400
                                                                   -----------        -----------
                  Total Current Liabilities                          1,314,840          2,483,400

Long-Term Liabilities:
  Stockholders' loan payable                                           104,500             75,000
  Minority Interest in subsidiary                                           --          1,521,474
                                                                   -----------        -----------
                  Total Liabilities                                  1,419,340          4,079,874
                                                                   -----------        -----------

Commitments and Contingencies:                                              --                 --

Stockholders' Equity:
  Common stock ($.001 par value 500,000,000 shares
    authorized, 61,336,083 and 50,449,160 issued and
    outstanding at December 31, 2003 and December
    31, 2002, respectively                                              61,336             50,449
  Additional paid-in capital                                         7,620,074          6,064,279
  Stock subscription receivable                                       (100,500)        (1,147,650)
  Foreign currency translation adjustment                                 (804)             1,662
  Deficit accumulated during the development stage                  (6,516,389)        (1,159,341)
                                                                   -----------        -----------
                  Total Stockholders' Equity                         1,063,717          3,809,399
                                                                   -----------        -----------

                  Total Liabilities and Stockholders' Equity       $ 2,483,057        $ 7,889,273
                                                                   ===========        ===========
</TABLE>

--------------------

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

<PAGE>

                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                          Period from
                                                                                          Inception
                                                                                        (June 14, 2001)
                                                       For the Years Ended                    to
                                                          December 31,                   December 31,
                                                    2003                2002                 2003
                                                 ------------        ------------        ------------
<S>                                              <C>                 <C>                 <C>
Revenues                                         $         --        $         --        $         --
                                                 ------------        ------------        ------------

Costs:
  General and administrative expenses                 156,934             614,063             829,566
  Consulting expenses                                 942,222             512,612           1,464,834
  Valuation-allowance for unproved mineral
     interest in properties                         6,286,481                  --           6,286,481
                                                 ------------        ------------        ------------
        Total Costs                                 7,385,637           1,126,675           8,580,881
                                                 ------------        ------------        ------------

Loss from Operations                               (7,385,637)         (1,126,675)         (8,580,881)

Other Income:
  Interest income                                       6,321              35,903              42,224
                                                 ------------        ------------        ------------

Net Loss before Minority Interest                  (7,379,316)         (1,090,772)         (8,538,657)

Minority interest in loss of consolidated
     subsidiary                                     2,022,268                  --           2,022,268
                                                 ------------        ------------        ------------

Net Loss                                         $ (5,357,048)       $ (1,090,772)       $ (6,516,389)
                                                 ============        ============        ============

Earnings (Loss) Per Share:
   Basic and diluted (loss) per share            $      (0.15)       $      (0.02)       $      (0.21)
                                                 ============        ============        ============

   Basic and diluted weighted average
   common shares outstanding                       50,660,850          43,926,882          30,343,724
                                                 ============        ============        ============
</TABLE>


<PAGE>

                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
     AND FOR THE PERIOD FROM INCEPTION (JUNE 14, 2001) TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                                                  Common Stock
                                                                $0.001 Par Value                                    Deficit
                                                         ------------------------------                            Accumulated
                                                                              Common           Additional          During the
                                                            Number            Stock             Paid-In            Development
                                                          of Shares           Amount            Capital               Stage
                                                         -----------        -----------        -----------         -----------
                                                         <C>                <C>                <C>                 <C>
Issuance of common stock to founding
  shareholders                                            17,850,000        $    17,850        $   161,650         $        --

Issuance of common stock in connection with
  Wyoming asset purchase                                     500,000                500              4,500                  --

Net Loss for the Period Inception (June 14, 2001)
  to December 31, 2001                                            --                 --                 --             (68,569)

Reverse Acquisition                                       16,599,160             16,599            (43,532)                 --
                                                         -----------        -----------        -----------         -----------

Balances December 31, 2001                                34,949,160             34,949            122,618             (68,569)

    Issuance of common stock in connection with
      Stock Exchange Agreement with Dover
      Egypt I, Inc.                                        1,600,000              1,600            798,400                  --

    Issuance of common stock pursuant to
      private placement                                   13,300,000             13,300          6,261,835                  --

    Issuance of common stock in exchange
      of services                                            500,000                500            324,500                  --

    Issuance of common stock in connection with
      acquisition of Interest in unproved
         Oil and Gas Interests                               100,000                100             78,400                  --

    Minority interest in subsidiary                               --                 --         (1,521,474)                 --

    Foreign currency translation                                  --                 --                 --                  --

    Net loss for the year ended December 31, 2002                 --                 --                 --          (1,090,772)
                                                         -----------        -----------        -----------         -----------

Balances, December 31, 2002                               50,449,160        $    50,449        $ 6,064,279         $(1,159,341)
                                                         ===========        ===========        ===========         ===========
</TABLE>

<TABLE>
<CAPTION>


                                                              Foreign
                                                              currency            Stock                Total
                                                             translation       Subscription         Stockholders'
                                                             adjustment         Receivable             Equity
                                                             -----------        -----------         -----------
                                                             <C>                <C>                 <C>
Issuance of common stock to founding
  shareholders                                               $        --        $        --         $   179,500

Issuance of common stock in connection with
  Wyoming asset purchase                                              --                 --               5,000

Net Loss for the Period Inception (June 14, 2001)
  to December 31, 2001                                                --                 --             (68,569)

Reverse Acquisition                                                   --                 --             (26,933)
                                                             -----------        -----------         -----------

Balances December 31, 2001                                            --                 --              88,998

    Issuance of common stock in connection with
      Stock Exchange Agreement with Dover
      Egypt I, Inc.                                                   --                 --             800,000

    Issuance of common stock pursuant to
      private placement                                               --         (1,147,650)          5,127,485

    Issuance of common stock in exchange
      of services                                                     --                 --             325,000

    Issuance of common stock in connection with
      acquisition of Interest in unproved
         Oil and Gas Interests                                        --                 --              78,500

    Minority interest in subsidiary                                   --                 --          (1,521,474)

    Foreign currency translation                                   1,662                 --               1,662

    Net loss for the year ended December 31, 2002                     --                 --          (1,090,772)
                                                             -----------        -----------         -----------

Balances, December 31, 2002                                  $     1,662        $(1,147,650)        $ 3,809,399
                                                             ===========        ===========         ===========
</TABLE>


--------------------

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

<PAGE>

                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002
     AND FOR THE PERIOD FROM INCEPTION (JUNE 14, 2001) TO DECEMBER 31, 2003
                                   (CONTINUED)


<TABLE>
<CAPTION>
                                                               Common Stock
                                                             $0.001 Par Value                              Deficit
                                                       ----------------------------                       Accumulated
                                                                         Common          Additional        During the
                                                          Number         Stock            Paid-In         Development
                                                        of Shares        Amount           Capital           Stage
                                                      ------------     ------------     ------------     ------------
                                                      <C>              <C>              <C>              <C>
Balances, December 31, 2002
       (Brought Forward)                                50,449,160     $     50,449     $  6,064,279     $ (1,159,341)

    Issuance of common stock pursuant to
      private placement                                  1,536,923            1,537          184,713

    Issuance of common stock to directors
      as compensation                                    2,500,000            2,500          697,500

    Issuance of common stock in settlement
       of debt                                           6,850,000            6,850          673,582

    Proceeds from stock subscription receivable

    Foreign currency translation

    Net loss for the year ended December 31, 2003                                                          (5,357,048)
                                                      ------------     ------------     ------------     ------------

Balances, December 31, 2003                             61,336,083     $     61,336     $  7,620,074     $ (6,516,389)
                                                      ============     ============     ============     ============
</TABLE>

<TABLE>
<CAPTION>


                                                           Foreign
                                                           currency           Stock             Total
                                                          translation      Subscription      Stockholders'
                                                          adjustment        Receivable          Equity
                                                         ------------      ------------      ------------
                                                         <C>               <C>               <C>
Balances, December 31, 2002
       (Brought Forward)                                 $      1,662      $ (1,147,650)     $  3,809,399

    Issuance of common stock pursuant to
      private placement                                                                           186,250

    Issuance of common stock to directors
      as compensation                                                                             700,000

    Issuance of common stock in settlement
       of debt                                                                 (100,500)          579,932

    Proceeds from stock subscription receivable                               1,147,650         1,147,650

    Foreign currency translation                               (2,466)                             (2,466)

    Net loss for the year ended December 31, 2003                                              (5,357,048)
                                                         ------------      ------------      ------------

Balances, December 31, 2003                              $       (804)     $   (100,500)     $  1,063,717
                                                         ============      ============      ============
</TABLE>


--------------------

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


<PAGE>

                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                                              For the Period
                                                                                                                Inception
                                                                                                              (June 14, 2001)
                                                                              For the Years Ended                  to
                                                                                 December 31,                  December 31,
                                                                          2003                2002                2003
                                                                       -----------         -----------         -----------
<S>                                                                    <C>                 <C>                 <C>
Cash Flows from Operating Activities:
  Net loss                                                             $(5,357,048)        $(1,090,772)        $(6,516,389)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
       Valuation-allowance of unproved mineral interest
            in properties                                                6,286,481                  --           6,286,481
         Minority interest in loss of consolidated
                subsidiary                                              (2,022,268)                 --          (2,022,268)
        Stock issued for consulting services                               700,000             325,000           1,025,000
      Changes in assets and liabilities net of effects from:
        Change in foreign currency translation                              (2,466)              1,662                (804)
        (Increase) in other current assets                                  (5,635)            (18,409)            (24,044)
        (Increase) decrease in prepaid expenses                            100,863            (100,863)             24,940
        Write-off of fixed assets                                               --               5,834               5,834
        Increase (decrease) in accounts payable
             and accrued liabilities                                    (1,168,560)          2,023,914             823,633
                                                                       -----------         -----------         -----------
            Net cash (used in) provided by operating activities         (1,468,633)          1,146,366            (397,617)
                                                                       -----------         -----------         -----------

Cash Flows from Investing Activities:
  Cash acquired in reverse acquisition                                          --                  --             133,500
  Costs of acquisition and exploration of unproved
    mineral interest in properties                                      (3,341,784)         (3,615,651)         (7,257,435)
  Oil Concessions Rights                                                        --             (63,853)            (63,853)
                                                                       -----------         -----------         -----------
            Net cash (used in) investing activities                     (3,341,784)         (3,679,504)         (7,187,788)
                                                                       -----------         -----------         -----------

Cash Flows from Financing Activities:
  Proceeds from stock subscription receivable                            1,047,150                  --           1,047,150
  Minority Interest Investment in Subsidiary                               500,794                  --             500,794
  Net proceeds from issuance of common stock                               186,250           5,127,485           5,493,235
  Proceeds (repayment) of stockholders' loan                               709,932             (46,500)            784,932
                                                                       -----------         -----------         -----------
            Net cash provided by financing activities                    2,444,126           5,080,985           7,826,111
                                                                       -----------         -----------         -----------

Net Increase (Decrease) in Cash and Cash Equivalents                    (2,366,291)          2,547,847             240,706

Cash and Cash Equivalents, beginning of period                           2,606,997              59,150                  --
                                                                       -----------         -----------         -----------

Cash and Cash Equivalents, end of period                               $   240,706         $ 2,606,997         $   240,706
                                                                       ===========         ===========         ===========
</TABLE>

--------------------

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


<PAGE>


                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                      For the Period
                                                                                                        Inception
                                                                                                      (June 14, 2001)
                                                                       For the Years Ended                 to
                                                                          December 31,                 December 31,
                                                                     2003             2002                2003
                                                                 -----------        -----------        -----------
<S>                                                              <C>                <C>                <C>
Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
    Interest                                                     $        --        $        --        $        --
                                                                 ===========        ===========        ===========
    Taxes                                                        $        --        $        --        $        --
                                                                 ===========        ===========        ===========


Supplemental Disclosures of Noncash Financing Activities:
  Stock issued for oil concession rights                         $        --        $   878,500        $   878,500
                                                                 ===========        ===========        ===========
  Stock issued for subscription receivable                       $        --        $ 1,147,650        $ 1,147,650
                                                                 ===========        ===========        ===========
  Stock issued in settlement of stockholder's loan               $   680,432        $        --        $   680,432
                                                                 ===========        ===========        ===========

Supplemental Disclosures of Noncash Investing Activities:
  Acquisition of Wyoming Oil and Mineral, Inc.:
   Fair value of assets acquired other than cash                 $        --        $        --        $   605,000
   Liabilities assumed                                                    --                 --           (300,000)
   Common stock issued                                                    --                 --             (5,000)
                                                                 -----------        -----------        -----------

  Cost of Acquisition Net of Cash Acquired                                --                 --        $   300,000
                                                                 ===========        ===========        ===========

                                                                 -----------        -----------        -----------
  Minority interest in subsidiary                                         --         (1,521,474)        (1,521,474)
                                                                 ===========        ===========        ===========

  Reserve acquisition:
   Fair value of assets acquired                                 $        --        $        --        $    30,774
   Liabilities assumed                                                    --                 --           (191,207)
   Common stock issued                                                    --                 --             26,933
                                                                 -----------        -----------        -----------

  Cash Acquired                                                  $        --        $        --        $  (133,500)
                                                                 ===========        ===========        ===========
</TABLE>

--------------------

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


<PAGE>

                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002


1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Dover Petroleum Corp.  (formerly At Home Holdings,  Inc. and Coretech Industries
Ltd.), ("Dover, Nevada") a development stage company, was incorporated under the
laws of the State of Nevada on July 9, 1998.  Dover,  Nevada initiated  business
operations in 2000 as a provider of home meal  replacement food products via the
Internet.  Dover,  Nevada  ceased  business  operations  in late  2000 and began
exploring new business opportunities.

On September 21, 2001 Dover,  Nevada completed a stock exchange  agreement ("The
Stock Exchange  Agreement")  with  Slaterdome  Gas, Inc., a Florida  corporation
("Slaterdome").  Under the  terms of the  agreement  one share of Dover,  Nevada
common  stock was  issued and  exchanged  for each of the  18,350,000  shares of
common stock of  Slaterdome  outstanding,  thereby  giving the  stockholders  of
Slaterdome  controlling interest in Dover, Nevada.  Slaterdome also at this time
changed its name to Dover Petroleum Corp.  ("Slaterdome"  or the "Company") . On
June 21,  2001  Slaterdome  had  acquired  certain  assets  of  Wyoming  Oil and
Minerals, Inc., a Wyoming Corp. ("Wyoming"), the acquired assets positioning the
Company as a development stage company in the oil and gas industry.

On March  31,  2002 the  Company  completed  a stock  exchange  agreement  ("The
Agreement")  with the  shareholders of Dover Egypt I, Inc. to acquire the rights
to a certain Oil and Gas Concession in the Arab Republic of Egypt.

In January,  2003 the Company  acquired  interests in White Rock, LLC to certain
oil and gas interests in Colorado for a total  considerations of $58,000 and has
invested approximately an additional $472,000 through December 31, 2003.

Basis of Accounting

The  accompanying  financial  statements  consolidate the accounts of the parent
company and its wholly-owned subsidiaries. All significant intercompany accounts
and  transactions  have been  eliminated in  consolidation.  The stock  exchange
agreement  has been  accounted  for as a  purchase  and in  accordance  with the
accounting  treatment  required in a reverse merger whereby  Slaterdome has been
deemed the acquiror for accounting and financial statement purposes with no step
up in basis or goodwill  recorded in accordance  with the view of the Securities
and Exchange  Commission's  staff members that the acquisition by a public shell
of the assets of a business  from a private  company  should be accounted for at
historical cost and accounted for as a reverse merger.

Investments in  unconsolidated  affiliated joint ventures in which the ownership
of the  venture is between  20% and 50% and for which the  following  conditions
exist:  (i) the  investees  in the ventures  have an  undivided  interest in the
venturers'  assets;  (ii) each investee is severally liable for the indebtedness
of the venture;  and (iii) each  investor is only entitled to its pro rata share
of income and is  responsible  to pay only its pro rata share of  expenses,  are
accounted for utilizing the proportionate consolidation method.

Cash and Cash Equivalents

The Company  considers  all highly liquid  investments  with a maturity of three
months or less to be cash equivalents.


<PAGE>


                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002
                                   (Continued)

1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Management's 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 as of the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates.

Property and Equipment /Oil and Gas Activities

Property and equipment are depreciated for financial  accounting purposes on the
straight-line   method  over  their  respective  estimated  useful  lives.  Upon
retirement  or  other  disposition  of  these  assets,   the  cost  and  related
accumulated  depreciation  are removed from the accounts and the resulting gains
or  losses  are  reflected  in  the  results  of  operations.  Expenditures  for
maintenance and repairs are charged to operations.  Renewals and betterments are
capitalized.  Depreciation of leased  equipment under capital leases is included
in depreciation.

The Company's  gas and oil  activities  are accounted for under the  "successful
efforts" method.  Depreciation,  depletion and amortization,  based on cost less
estimated salvage value of the assets, will be primarily determined under either
the  unit-of-production  method or the straight-line method.  Unit-of-production
rates are based on oil, gas and mineral  reserves  estimated  to be  recoverable
from existing  facilities.  The straight-line method is based on estimated asset
service life taking obsolescence into consideration.

Under the "successful efforts" method, costs are accumulated on a field-by-field
basis with certain  exploratory  expenditures  and  exploratory  dry holes being
expensed  as  incurred.  Exploratory  wells  that  find  oil  and gas in an area
requiring a major capital  expenditure before production can begin are evaluated
annually to ensure that  commercial  quantities  of reserves  have been found or
that  additional  exploration  work is underway or planned.  Costs of productive
wells  and   development   dry  holes  are  capitalized  and  amortized  on  the
unit-of-production method for each field.

Oil,  gas and other  properties  held and used by the Company are  reviewed  for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amounts  may not be  recoverable.  The  Company  estimates  the future
undiscounted cash flows of the affected  properties to judge the  recoverability
of carrying amounts. In general,  analyses are based on proved reserves,  except
in  circumstances  where  it is  probable  that  additional  resources  will  be
developed and contribute to cash flows in the future. A valuation allowance will
be provided for the capitalized costs associated with unproved  properties where
after one year  there  exists an absence of a  determination  as to whether  the
properties can be classified as proved.


<PAGE>


                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002
                                   (Continued)


1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Impairment of Long-Lived Assets

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 121
(SFAS  121),  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and for
Long-Lived  Assets  to be  Disposed  of".  SFAS 121  requires  that if facts and
circumstances  indicate  that the cost of fixed  assets or other  assets  may be
impaired,  an evaluation of  recoverability  would be performed by comparing the
estimated  future  undiscounted  pre-tax cash flows associated with the asset to
the asset's  carrying  value to  determine  if a  write-down  to market value or
discounted pre-tax cash flow value would be required.

Comprehensive Income

The Company has adopted  Statement of  Financial  Accounting  Standards  No. 130
(SFAS 130), "Reporting  Comprehensive  Income". This statement establishes rules
for the reporting of comprehensive  income and its components which require that
certain items such as foreign currency translation adjustments, unrealized gains
and losses on certain investments in debt and equity securities, minimum pension
liability  adjustments  and  unearned  compensation  expense  related  to  stock
issuances to employees be  presented  as separate  components  of  stockholders'
equity. The adoption of SFAS 130 had no impact on total stockholders' equity for
the period presented in these financial statements.

Earnings (Loss) Per Share

The Company  computes  earnings or loss per share in accordance  with  Financial
Accounting  Standards Board  Statement No. 128,  "Earnings Per Share" (SFAS 128)
which replaced the  calculation of primary and fully diluted  earnings per share
with basic and diluted  earnings per share.  Unlike primary  earnings per share,
basic earnings per share excludes the dilutive effects of options,  warrants and
convertible  securities  and thus is computed by dividing  income  available  to
common stockholders by the weighted average number of common shares outstanding.
Diluted  earnings per share is similar to the previously  fully diluted earnings
per share.  Diluted earnings per share reflect the potential dilution that could
occur if securities or other  agreements to issue common stock were exercised or
converted into common stock.  Diluted  earnings per share is computed based upon
the weighted  average  number of common  shares and dilutive  common  equivalent
shares outstanding.

Concentrations of Credit Risk

Financial  instruments  that  potentially  subject  the  Company to  significant
concentrations of credit risk consist  principally of cash and cash equivalents.
The Company  maintains  the majority of its cash and cash  equivalents  with one
financial institution and this creates an inherent concentration of credit risk.

Start-Up Activities

The American  Institute  of Certified  Public  Accountants  issued  Statement of
Position  (SOP 98-5),  "Reporting  the Costs of Start-Up  Activities".  SOP 98-5
requires start-up costs, as defined, to be expensed as incurred and is effective
for financial statements for fiscal years beginning after December 15, 1998. The
Company  currently  expenses all start-up  costs as incurred in accordance  with
this statement and therefore the issuance of SOP 98-5 had no material  impact on
the Company's financial statements.


<PAGE>


                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002
                                   (Continued)


1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The Company follows  Statement of Financial  Accounting  Standards No. 109 (SFAS
109),  "Accounting  for Income  Taxes".  SFAS 109  requires the  recognition  of
deferred tax liabilities and assets for the expected future tax  consequences of
events that have been included in the financial statements or tax returns. Under
this method,  deferred tax  liabilities  and assets are determined  based on the
difference  between the financial  statement  carrying  amounts and tax bases of
assets and  liabilities  using enacted tax rates in effect in the years in which
the  differences are expected to reverse.  Valuation  allowances are established
when  necessary  to reduce  deferred  tax  assets to the amount  expected  to be
realized.

Accounting for Stock-Based Compensation

The Company has adopted the  disclosure  provisions  of  Statement  of Financial
Accounting   Standards  No.  123  (SFAS  123),   "Accounting   for   Stock-Based
Compensation".  As permitted  under SFAS 123, the Company has continued to apply
accounting  described by  Accounting  Principles  Board Opinion No. 25 (APB 25).
Under APB 25,  compensation  expense is determined on the measurement date, that
is, the first date on which both the number of shares the  employee  is entitled
to receive and the exercise price, if any, are known.  Compensation  expense, if
any, is the excess of the market price of the stock over the  exercise  price on
the measurement date. The amount of compensation  expense, if any, is charged to
operations over the vesting period.

In accounting  for options  granted to persons other than  employees (as defined
under SFAS 123), the provisions under SFAS 123 were applied. As required by SFAS
123, the fair value of these  options was  estimated at the grant date using the
Black-Scholes option pricing model.

Recent Accounting Pronouncements

In June 2002 FASB issued  Statement of Financial  Accounting  Standards  No. 146
"Accounting for Costs Associated with Exit or Disposal Activities" which changed
the recognition of certain costs  associated  with exit and disposal  activities
which were previously  recorded as liabilities as of the plan  "commitment" date
and effective for exit or disposal  activities that are initiated after December
31, 2002 require that these costs only be  recognized as a liability at the time
the liability is incurred.

The Company  believes  that the adoption of FASB 143, 144, 145 and 146 will have
no effect on the Company's operating results or financial condition.

In January,  2003,  the  Financial  Accounting  Standards  Board  (FASB)  issued
interpretation  No.  46,  "Consolidation  of  Variable  Interest  Entities  - an
Interpretation of ARB No. 51, "which provides guidance on the  identification of
and reporting for variable interest entities.  Interpretation No. 46 expands the
criteria for  consideration  in determining  whether a variable  interest entity
should be  consolidated.  Interpretation  No. 46 is  effective  immediately  for
variable  interest  entities  created  after  January 31, 2003,  and to variable
interest  entities in which an enterprise  obtains an interest  after that date.
The  Company  does not expect the  adoption of  Interpretation  No. 46 to have a
significant impact on its future results of operations or financial condition.


<PAGE>


                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002
                                   (Continued)


1. THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recent Accounting Pronouncements (Continued)

In May,  2003,  the FASB issued  SFAS 150,  "Accounting  for  Certain  Financial
Instruments  with  characteristics  of both  Liabilities  and Equity."  SFAS 150
requires that certain financial instruments, which under previous guidance could
be accounted  for as equity,  be  classified  as  liabilities  in  statements of
financial  position  (balance  sheets).  SFAS  150 is  effective  for  financial
instruments  entered  into or  modified  after May 31,  2003,  and is  otherwise
effective for the Company in the first quarter of the year ending  September 30,
2004.  The  adoption  of  SFAS  150 had no  impact  on the  Company's  financial
condition or results of operations for the year ended December 31, 2002, and the
Company does not expect the adoption of this pronouncement to have a significant
impact on its future financial condition or results of operations.

Impairment or Disposal of Long-Lived Assets

In August 2001, the FASB issued SFAS No. 144. This standard  supersedes SFAS No.
121 and the  provisions  of APB  Opinion  No.  30,  "Reporting  the  Results  of
Operations - Reporting  the Effects of Disposal of a Segment of a Business,  and
Extraordinary,  Unusual and Infrequently Occurring Events and Transactions" with
regard to reporting  the effects of a disposal of a segment of a business.  SFAS
No. 144  establishes a single  accounting  model for assets to be disposed of by
sale and  addresses  several  SFAS No. 121  implementation  issues.  The Company
adopted SFAS No. 144  effective  January 1, 2002.  The impact of the adoption of
SFAS No. 144 did not have a material  effect on the  results  of  operations  or
financial position.


2. ACQUISITION/BUSINESS PLANS/RELATED PARTY TRANSACTIONS

On June 21, 2001 Slaterdome Gas, Inc. acquired the right,  title and interest in
and to certain oil and gas leases  located in the State of Wyoming (the "Wyoming
Assets") from Wyoming Oil and Minerals,  Inc.  ("Wyoming")  for cash of $81,211,
the assumption of certain liabilities due Phillips Petroleum,  Inc. ("Phillips")
totaling  $518,789 and the  issuance of 500,000  shares of  Slaterdome's  common
stock valued at $5,000, for a total consideration of $605,000.

Slaterdome is the owner of the Wyoming  Assets.  The Wyoming Assets consist of a
16.6667%  working and  operating  rights  interest in certain oil and gas leases
located in Carbon County, Wyoming and Moffat County, Colorado. Approximately 50%
of the remaining 83.33% of such working and operating rights interests are owned
by Phillips  Petroleum  Company and the remaining  approximately  33.33% of such
working and operating  rights  interests were owned by Skyline  Resources,  Inc.
During the fourth quarter of 2002 the Slaterdome  acquired the remaining  33.33%
of such working and operating rights from Skyline  Resources,  Inc., for a total
considerations  of $69,833.The  working and operating rights interest is limited
to a depth of fifty  feet  below  the base of the Mesa  Verde  formation  and is
subject to the terms and  conditions  of various  agreements,  including but not
limited to an exploration agreement between Energy Investments, Inc. and Skyline
Resources,  Inc.  and an  operating  agreement  in favor of  Phillips  Petroleum
Company (the "Operating Agreement").  Likewise, such interest is proportionately
subject to all burdens,  restrictions,  exceptions, charges agreements and other
matters existing of record, and Slaterdome is required to pay its pro-rata share
of all amounts due and payable  under the leases,  including  but not limited to
royalty and production payments,

<PAGE>


                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002
                                   (Continued)


2. ACQUISITION/BUSINESS PLANS/RELATED PARTY TRANSACTIONS (Continued)

In connection with the acquisition of the Wyoming Assets,  Slaterdome  agreed to
pay  delinquent   amounts  due  from  Wyoming  to  Phillips  in  the  amount  of
approximately  $519,000  plus any  future  amounts  attributed  to it under  the
Operating Agreement which costs will be accounted for at such time in accordance
with the  accounting  for the nature of such  costs.  As of  December  31,  2001
Slaterdome had paid Phillips approximately $219,000, but Slaterdome had withheld
payment of the balance of approximately  $300,000 until certain disputes between
Slaterdome,  Wyoming and Phillips have been resolved. In that connection, at the
time  of the  acquisition  of  the  Wyoming  Assets,  Slaterdome  believed  that
development under certain of the leases was imminent. It then appeared that such
development  would be delayed or not commenced as a result of certain  decisions
that are solely within the control of Phillips. Slaterdome had indicated that it
was  unwilling  to pay any  further  amounts to Phillips  until the  development
issues  were  resolved.  Phillips  did not  agree  with  the  position  taken by
Slaterdome  and  instituted  legal  proceedings   against  Wyoming  and  Wyoming
subsequently initiated legal proceedings against the Company.  During March 2002
Wyoming,  Phillips and Slaterdome settled the dispute and agreed to enter into a
settlement and mutual release  agreement (The  "Settlement  Agreement")  and the
Company made payment of $300,000 for any and all amounts  outstanding  up to and
including  January 1, 2002.  Slaterdome  also  agreed to pay any future  amounts
attributable  to it under the  Operating  Agreement.  Based upon the  Settlement
Agreement,  the Phillips Litigation was dismissed with prejudice by Phillips and
Wyoming. As part of the negotiations  associated with the Settlement  Agreement,
Michael  D.  Herman,  a  shareholder  of  Wyoming  agreed in March  2002 to loan
$100,000 to  Slaterdome  without  interest.  Such loan was repaid by  Slaterdome
during the fourth quarter of 2002.

On May 8, 2003,  legal  proceedings  were filed with the United States  District
Court for District of Colorado,  by Vintage  Petroleum,  Inc.  (the "Third Party
Plaintiff")  against  Skyline  Resources,  Inc.  and  the  Company's  subsidiary
Slaterdome   Gas,   Inc.,  in  which  the  Third  Party   Plaintiff  is  seeking
indemnification by Slaterdome for any expenses,  settlements,  judgments,  court
costs,  interest  and  attorney  fees  incurred  by them as a result of  certain
litigation instituted by Voyager Exploration,  Inc., Foster Exploration, LLC and
Monty W. Kastner  (collectively,  the Plaintiffs) against Third Party Plaintiff.
The  Plaintiff  is seeking  damages for the failure to drill  certain  mandatory
wells or, in the  alternative,  an order  enforcing the obligation to drill such
mandatory  wells.  Slaterdome  has filed a motion to dismiss  the lawsuit on the
grounds that not all  necessary  parties have been added to the  proceeding.  In
January of 2004 a settlement  agreement was reached  between  Slaterdome and The
Third Party Plaintiff to settle all claims for total considerations of $25,000.

Since no substantive  activity under the Operating  Agreement has occurred since
January 1, 2002,  Slaterdome  does not  anticipate  any  significant  additional
payment  obligations to Phillips.  Likewise,  Slaterdome does not anticipate any
additional  payment  obligation  in  connection  with the  Wyoming  asset  until
Phillips  disposes of its working and operating rights interest to a third party
and further  development  activity  commences.  No  assurance  can be  provided,
however,  if or when the interest of Phillips in the Operating Agreement will be
sold, or if such interest is sold, if or when the third party purchaser  thereof
will commence development activities.


<PAGE>


                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002
                                   (Continued)


2. ACQUISITION/BUSINESS PLANS/RELATED PARTY TRANSACTIONS (Continued)

In addition,  the Company is actively seeking to acquire  additional oil and gas
interests throughout the world.

In March 2002 the Company  concluded  the Dover Egypt Share  Exchange  Agreement
with Dover  Egypt I, Inc.,  and as a result  Dover Egypt  became a wholly  owned
subsidiary.  Dover  Egypt I,  Inc.,  a  company  in which  two of the  Company's
officers/directors  owned 1,500,000 shares and the Company's legal counsel owned
100,000 shares, owns 50% of the Dover Egypt Joint Venture, a partnership with an
undivided  interest in the Dover Egypt Joint Venture  Agreement  and  underlying
Concession  Agreement.   The  Concession  Agreement  relates  to  the  exclusive
concession for the  exploitation  of petroleum and natural gas in and throughout
the East Wadi Araba Area, in Egypt.  Dover Egypt Joint  Venture,  pursuant to an
Option  Agreement,  has the right to acquire the interest of the optionor in the
Concession Agreement.

During the fourth quarter of 2002, The Company  acquired  Alberta Ltd.,  Inc. an
Alberta,  Canada Corporation wholly owned by John Riva one of the parties to the
Dover  Egypt  joint  Venture  Agreement  that  owned  a  6.25%  interest  for  a
considerations  of $63,853 in cash and 100,000  shares of common stock which was
valued at $78,500 for a total considerations of $142,353. Under this acquisition
the company now owns  56.25% of the  Concession  rights in the Dover Egypt Joint
Venture  AgreementUnder  the Option  Agreement and the Dover Egypt Joint Venture
Agreement,  Dover Egypt was  required to invest $ 4,000,000  for the drilling of
two exploration wells in the Area mandated under the Concession Agreement. Dover
Egypt has fulfilled the $4,000,000  mandatory under that agreement as $3,400,000
was invested prior to December 31, 2002 and the remaining  $600,000 was invested
during the first quarter of 2003.

In January,  2003 the Company  acquired  interests in White Rock, LLC to certain
oil and gas interests in Colorado for a total  considerations of $58,000 and has
invested approximately an additional $472,000 through December 31, 2003.

In January of 2004 the Company has commenced  drilling in the Colorado,  Wyoming
area and it appears  that it contains  commercially  recoverable  quantities  of
natural gas and the construction of a pipeline to take the natural gas to market
is expected to begin in the spring of 2004.

Later during the first quarter of 2004 the Company tested seven additional wells
within the same area.  Initial  testing  has  provided  additional  proof of the
presence of natural gas reserves.  The Company has indicated that at least three
of the seven wells tested will produce  recoverable  quantities  of natural gas.
The  Company  is in  the  process  of  evaluating  these  estimated  recoverable
reserves.


<PAGE>

                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002
                                   (Continued)


3. UNPROVED OIL AND GAS RESERVES

During  the  fourth  quarter  of 2002  the  Company  commenced  drilling  in two
different wells in the same field both of which were not successful and incurred
costs  amounting  to  $2,073,352,  which was not  recoverable.  The Company also
incurred  additional costs that amounted to $4,213,129 during 2003 and commenced
drilling  for the third time during the first  quarter of 2004 which also proved
to be unsuccessful.

As a result the  Company has  decided to provide a  valuation-allowance  for the
total costs to date amounting to $6,286,481 as of December 31, 2003.

The Company plans to raise additional capital through debt financing,  equity or
through  agreements  with third  parties  in order to  continue  their  business
operations.  Since no  assurance  can be provided  that the company will ever be
successful  in these  efforts  and if the  company  is not  successful  in these
efforts,  the  Company's  business  could be seriously  impaired and the Company
could be forced to terminate business.

4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following at:


                                                                   Estimated
                                December 31,     December 31,        Useful
                                   2003             2002             Lives
                                -----------      -----------      -----------
Computer Equipment              $     6,432      $     6,432      3 - 5 Years
Computer Software                       346              346          3 Years
                                -----------      -----------
                                      6,778            6,778
Accumulated Depreciation             (6,778)          (6,778)
                                -----------      -----------

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


5. COMMITMENTS AND CONTINGENCIES

Government Regulations

The Company is subject to regulations applicable to businesses generally, and to
the myriad of local,  national and international  laws and regulations  directly
applicable to oil and gas  business.  The Company  cannot  provide any assurance
that existing laws and  regulations or the adoption of new laws and  regulations
with  respect to the  Company's  business or industry  will not  materially  and
adversely impact our business.

The  existence  or adoption of any such laws or  regulations  may  increase  the
Company's cost of doing business, change the manner in which the Company expects
to engage  in  business  or  otherwise  have a  material  adverse  effect on the
business of the Company.


<PAGE>


                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002
                                   (Continued)


5. COMMITMENTS AND CONTINGENCIES (Continued)

Foreign Operations and Expansion

A part of the  Company's  business  strategy  is to seek to acquire  and develop
leases and operations in foreign countries.  If the Company is able to implement
such strategy,  the Company may experience difficulty in managing  international
operations as a result of technical  problems,  distance,  language and cultural
differences.   There  are  certain  risks  inherent  in  doing  business  on  an
international level, such as, political and economic instability,  civil unrest,
crime,   unexpected   changes  in  regulatory   requirements,   trade  barriers,
difficulties  in staffing  and  managing  foreign  operations,  fluctuations  in
foreign currency exchange rates,  longer payment cycles,  problems in collecting
amounts due, difficulty in enforcing contracts, seasonal fluctuation in business
activity  and  potential  adverse tax  consequences.  The Company can provide no
assurance  that one or more of such factors will not result in material  adverse
consequences.

Other

In order to drill for, recover,  transport or sell any gas or other hydrocarbons
from any other area in which the Company may attempt to conduct operations,  the
Company will generally be required to obtain licenses and permits and enter into
agreements with various land owners and/or government authorities.  The issuance
of these permits and licenses  generally will be contingent  upon the consent of
the governmental  authority having  jurisdiction over the production area, which
entities  have  broad  discretion  in  determining  whether or not to grant such
authority.  Moreover, even if obtained,  such licenses,  permits, and agreements
will  generally   contain  numerous   restrictions  and  require  payment  of  a
development/exploration  fee,  typically  based on the  recoverable  reserves or
expenditures. The amount of any such fee and other terms will determine in part,
the commercial  viability of any extraction project.  The Company can provide no
assurance  that it will be able to  maintain  any  existing  license or that any
existing license may not be materially varied or that it will be able to acquire
any new license.  On September 1, 2000 Dover,  Nevada  entered into a consulting
agreement with Tinamilu Holdings Limited.  Pursuant to the consulting agreement,
which  called for payment to Tinamilu of $100,000,  Tinamilu  agreed to identify
and introduce  viable oil and gas projects to the Company.  The consulting  fees
are payable in 2 equal  installments  in the amount of $50,000  each.  The first
installment was paid on December 31 2001 and the second  installment was paid on
September  30,  2002.  Tinamilu is one of the  Company's  shareholders  and owns
approximately  4.1% of the Company's  common stock. On April 1, 2002 the Company
entered into a second  consulting  agreement  with  Tinamilu  Holdings  Limited.
Pursuant  to the second  consulting  agreement,  Tinamilu  agreed to provide the
Company with certain  consulting  services in connection  with the Company's oil
and gas projects.  The Company agreed to pay  consulting  fees, in the amount of
$200,000  to  Tinamilu.  On  September  12,  2002  the  Company  entered  into a
consulting agreement with 1528019 Ontario,  Inc. a Toronto,  Ontario corporation
(the" Consultant") for $25,000 a month which was terminated  mutually during the
same month.

<PAGE>


                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002
                                   (Continued)


5. COMMITMENTS AND CONTINGENCIES (Continued)

Litigation

As  discussed  in Note 2, in  connection  with the  litigation  relating  to the
acquisition of the Wyoming Assets  Slaterdome  agreed to pay delinquent  amounts
due from  Wyoming to Phillips  in the amount of  approximately  $519,000.  As of
December 31, 2001  Slaterdome  had paid  Phillips  approximately  $219,000.  The
balance of $300,000  was paid  pursuant to the  settlement  agreement  agreed to
between the parties during March 2002 as discussed in note 2.

Legal  proceedings were filed with the United States District Court for District
of Colorado,  by Vintage Petroleum,  Inc. (the "Third Party Plaintiff")  against
Skyline Resources, Inc. and the Company's subsidiary Slaterdome Gas, Inc. on May
8,  2003,  in which the Third  Party  Plaintiff  is seeking  indemnification  by
Slaterdome for any expenses,  settlements,  judgments, court costs, interest and
attorney fees incurred by them as a result of certain  litigation  instituted by
Voyager  Exploration,  Inc.,  Foster  Exploration,  LLC  and  Monty  W.  Kastner
(collectively,  the Plaintiffs) against Third Party Plaintiff.  The Plaintiff is
seeking  damages for the  failure to drill  certain  mandatory  wells or, in the
alternative,  an order  enforcing the obligation to drill such mandatory  wells.
Slaterdome has filed a motion to dismiss the lawsuit on the grounds that not all
necessary  parties  have been  added to the  proceeding.  In  January  of 2004 a
settlement  agreement was reached between Slaterdome and the plaintiff to settle
all claims for a total considerations of $25,000.

6. STOCKHOLDERS' LOAN PAYABLE

During  December 2002 a stockholder  of the company  loaned the company  $75,000
that remained outstanding at December 31, 2003. This loan is unsecured,  payable
on demand and  non-interest  bearing.  During 2003 and 2004, the Company's Chief
Executive Officer and a Stockholder  loaned the Company $709,932.  This loan was
also unsecured, payable on demand and non-interest bearing. During December 2003
the Company issued 6,850,000  shares of its common stock for $680,432,  of which
$100,500 was received in 2004.

7. STOCKHOLDERS' EQUITY

Capital

On December 17, 1999 (the "Split Date"),  pursuant to a corporate  resolution of
the  Board of  Directors  dated  December  17,  1999,  Dover,  Nevada  sought to
undertake a three for one forward split of its common stock (the "1999  Split").
Dover,  Nevada  notified  their  transfer  agent of the 1999 Split,  and for all
purposes,  has since the Split Date  reflected the occurrence of the 1999 Split.
Dover,  Nevada  subsequently  determined that they neglected to file appropriate
documents with the Secretary of State of the State of Nevada to reflect the 1999
Split.  Accordingly,  on April 18,  2002,  Dover  Nevada  filed an  Amended  and
Restated  Articles of Incorporation  with the Secretary of State of the State of
Nevada  reflecting  the  1999  Split  as of the  Split  Date.  Accordingly,  all
references  to  Dover,  Nevada's  common  stock  outstanding  set forth in these
financial  statements  reflect the occurrence of the 1999 Split on and as of the
Split Date. The authorized  capital stock of the Company consists of 500,000,000
shares of common  stock,  par value  $.001 per share and  100,000,000  shares of
preferred stock, par value $.001 per share. The holders of outstanding shares of
the  Company's  common  stock are  entitled to receive  dividends  out of assets
legally  available  therefore at such times and in such amounts,  if any, as the
Board of Directors from time to time may determine.


<PAGE>


                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002
                                   (Continued)


7. STOCKHOLDERS' EQUITY (Continued)

Capital (Continued)

Holders  of common  stock are  entitled  to one vote for each  share held on all
matters  submitted to a vote of stockholders,  which means that the holders of a
majority of the shares voted can elect all of the  directors  then  standing for
election. Holders of the common stock are not entitled to preemptive rights, and
the common stock is not subject to conversion or redemption. The preferred stock
may be issued from time to time in one or more series,  each such series to have
distinctive  serial  designations  as shall be  determined  in a  resolution  or
resolutions  providing for the issue of such  preferred  stock from time to time
adopted by the Company's Board of Directors.  Each series of preferred stock may
have such number of shares; may have such voting powers, full or limited, or may
be without voting power;  may be redeemable or convertible at such time or times
and at such  prices;  may entitle the holders  thereof to receive  distributions
calculated in any manner,  including but not limited to dividends,  which may be
cumulative,  noncumulative  or partially  cumulative;  at such rate or rates; on
such  conditions,  from  such date or  dates,  at such  times,  and  payable  in
preference to, or in such relation to, the dividends  payable on any other class
or classes or series of shares; may have such preference over any other class of
shares with respect to distributions, including but not limited to dividends and
distributions   upon  our  dissolution;   may  be  made  convertible   into,  or
exchangeable  for, shares of any other class or classes (except the class having
prior or superior  rights and  preferences  as to the dividends or  distribution
assets upon  liquidation)  or of any other series of the same or any other class
or classes  of our shares at such price or prices or at such rates of  exchange,
and with such  adjustments;  may be entitled to the benefit of a sinking fund or
purchase  fund to be applied to the  purchase  or  redemption  of shares of such
series in such amount or amounts;  may be entitled to the benefit of  conditions
and  restrictions  upon the creation of our  indebtedness or the indebtedness of
any subsidiary,  upon the issue of any additional shares  (including  additional
shares of such series or of any other  series) and upon the payment of dividends
or the making of other  distributions on, and the purchase,  redemption or other
acquisition by us or any subsidiary of us of any of our outstanding  shares; and
may have such other relative,  participating,  optional or other special rights,
and  qualifications,  limitations or  restrictions  all as may be stated in said
resolution or resolutions providing for the issuance of such preferred stock.

On March 31, 2002 the Company  concluded a voluntary share exchange  transaction
(the" Dover Egypt  Exchange")  with all of the  shareholders  of Dover Petroleum
Egypt I, Inc.,  a Florida  corporation  ("Dover  Egypt")  whereupon  Dover Egypt
became a wholly owned  subsidiary.  This  Agreement  called for a transaction in
which the Company exchanged One Million Six Hundred Thousand shares  (1,600,000)
of the $0.001 par value common shares of Dover  Petroleum  (the" Dover Petroleum
Shares") with the shareholders of Dover Egypt for their Dover Egypt Shares.  The
Company  recorded the value of the  acquisition  at the fair value of the common
stock  exchanged,  $800,000 ($.50 per share) as it was more reliably  measurable
than the value of the stock  received of Dover Egypt and its  underlying  asset.
During the year ended December 31, 2002, the Company sold  13,300,000  shares of
its common stock pursuant to a private  placement  offering for $0.50 per share.
This offering  entitled the  subscriber to receive one share of common stock for
$0.50 per share and warrant to purchase one additional share of common stock for
$0.80  per  share.  The  Company  received  net  subscription  amounts  totaling
$6,275,160  pursuant to this stock  offering.  Of this amount as of December 31,
2002 $1,147,650 was still due to the Company as a stock subscription  receivable
and was  reflected  in the  Stockholders'  Equity  section  of the  consolidated
balance  sheet.  During the first two  quarters  of 2003 the stock  subscription
receivable was fully satisfied. No warrants have been exercised.


<PAGE>


                     DOVER PETROLEUM CORP. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2003 AND 2002
                                   (Continued)


7. STOCKHOLDERS' EQUITY (Continued)

Capital (Continued)

During the fourth  quarter of 2002, the Company issued a total of 500,000 shares
to one of its shareholders  Pursuant to the Consulting agreement the shareholder
agreed to provide the Company with certain  consulting  services that would help
the Company in its oil and gas projects which was record at a value of $325,000.

Also during the fourth quarter of 2002 the company issued 100,000 shares to John
Riva to acquire  Alberta  Ltd,  Inc.  that owned  6.25% of the Dover Egypt Joint
Venture Agreement as previously discussed in note 2.

During the fourth  quarter of 2003 the Company  issued  2,500,000  shares to its
directors as compensation  that was valued at $700,000.  Also in December,  2003
the Company has settled a loan from one of the shareholders and issued 6,850,000
shares of its common stock in  settlement  of $579,932 of loans  outstanding  at
December 31, 2003 and $100,500 of additional loans that were advanced subsequent
to December  31, 2003 and have been  reflected  at December  31, 2003 as a stock
subscription  receivable  from  that  shareholder  in the  Stockholders'  Equity
section of the consolidated balance sheet.

During  December,  2003 the Company  sold  1,536,000  shares of its common stock
pursuant to a private  placement  offering  for $0.13 per share.  As a result of
that  offering  the Company  has  received  net  subscription  amounts  totaling
$186,250 pursuant to that stock offering.

8. SUBSEQUENT EVENTS-OTHER

During the first quarter of 2004 the Company issued 190,000 additional shares of
its common stock and received  $24,700 of net proceeds in connection  with their
private placement offering initiated in December 2003.