UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549

                             FORM 10-KSB

(Mark One)

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the fiscal year ended December 31, 2002

                                  OR

[  ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

     For the transition period from __________ to __________


                   Commission file number 000-49832

                        DOVER PETROLEUM CORP.
                   --------------------------------
            (Name of Small Business Issuer in Its Charter)


<TABLE>
<S>                             <C>
             Nevada                        91-1918322

 (State or Other Jurisdiction   (I.R.S. Employer Identification
of Incorporation or             No.)
Organization)

 10225 Yonge Street, Richmond                L4C 3B2
     Hill, Ontario, Canada

     (Address of Principal                 (Zip Code)
       Executive Offices)


</TABLE>

                           (905) 884-6958
                        ---------------------
           (Issuer's Telephone Number, Including Area Code)


<PAGE>



Securities registered under Section 12(b) of the Exchange Act:

     Title of Each Class                     Name of Each Exchange
                                        On Which Registered

          None                                    Not Applicable

Securities registered under Section 12(g) of the Exchange Act:

                    Common Stock, $0.001 par value

                           (Title of Class)

     Check whether the issuer: (1) filed all reports required to be
filed by Section 13 or 15(d) of the 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 the filing
requirements for at least the past 90 days.

                          YES [X]   NO [  ]

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

     Issuer's revenues (loss) for its most recent fiscal year was
($1,090,772).

     The aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price
of such common equity, as of December 15, 2003 was $10,452,477.

     At December 15, 2003 there were 50,451,261 shares of the
Registrant's Common Stock outstanding.

     Traditional Small Business Disclosure Format (check one):

                          YES [X]   NO [  ]


     Documents Incorporated By Reference

                                 None


<PAGE>

                          TABLE OF CONTENTS


                               PART I.

Item 1.   Description of Business.

Item 2.   Description of Property.

Item 3.   Legal Proceedings.

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

                               PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.

Item 6.   Management's Plan of Operation.

Item 7.   Financial Statements.


Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.

Item 8A.  Controls and Procedures

                               PART III

Item 9.   Directors and Executive Officers of Registrant.

Item 10.  Executive Compensation.

Item 11.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters.

Item 12.  Certain Relationships and Related Transactions.

Item 13.  Exhibits, List and Reports on Form 8-K.

Item 14.  Principal Accountant Fees and Services.

Signatures


<PAGE>


PART I.

Item 1.   Description of Business.


Background

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

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

     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 Business

     Slaterdome is the owner of the Wyoming Asset.  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 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 since 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 the
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 has commenced
drilling activities in accordance with the work proposal and,
Slaterdome anticipates that results of such drilling activities will
be available during the last quarter of 2003.

     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.  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 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 two exploration drilling
projects in East Wadi Araba Area (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 Consession 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.  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 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 agreed to accept certain of our
securities in full payment of the outstanding obligation due to us.

     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
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 and Mr. Salna have agreed
to satisfy the repayment of such amounts in exchange for one share
of our common stock for each ten cents of the amounts due from us to
Mr. Salna.  We, therefore, expect to issue up to 6,750,000 shares of
our common stock to Mr. Salna.

     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 of the
interests under the Prior Joint Venture Agreement (the "Minority
Parties") has not executed the Dover Egypt Joint Venture Agreement
and may not do so in the future.  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.  We do not believe 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. 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 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
until such time as the Mr. Awad executes 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, no
assurance can be provided that Mr. Awad will be satisfied with the
arrangements undertaken by the Majority Parties as to Dover Egypt
Joint Venture or that Mr. Awad will not seek to enforce the Prior

Joint Venture Agreement.  If any such actions were undertaken by Mr.
Awad, we would be required to defend same and pay the cost thereof,
and we can not be certain that any determination made as a result of
such action would confirm our opinion that there is no material
difference between the economic terms of the Prior Joint Venture
Agreement and the Dover Egypt Joint Venture Agreement.  Likewise, if
we were not successful in the defense of such matters, our business
might be seriously impaired.

     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.

     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.

     Analysis of the drill stem testing results for EWA-2X show 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
concludes that there is a probability that an estimated 220 million
reservoir barrels of oil are 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.

     Dover Egypt Joint Venture engaged the Egyptian Petroleum
Research Institute, an independent technical lab, to test crude oil
samples obtained from ditch samples retained from the drilling of
EWA-2X.  The testing yielded API (American Petroleum Institute)
gravity measurements which measure oil densities.  The testing
yielded API measurements ranging from 35-38 in the upper zones to as
low as 17-19 in the middle zones of EWA-2X.  Generally, light oils
have high API gravities of above 35 degrees and are commercially
viable, commanding premium pricing in the oil market and heavy oils
have API gravities below 25 and command lower prices, depending upon
the API.  The API measurements in EWA-2X from the crude samples
appear to be of a commercial grade with varying API measurements.

     NOTWITHSTANDING THE RESULTS OF THE SCHLUMBERGER REPORT OR THE
API TESTING RESULTS PROVIDED BY THE EGYPTIAN PETROLEUM RESEARCH
INSTITUTE, WE CAN PROVIDE NO ASSURANCE, AND NO PARTY READING THIS
REPORT SHOULD ASSUME, THAT ANY OIL RESERVES EXIST OR THAT IF THEY DO
EXIST THAT THEY ARE COMMERCIALLY VIABILITY.

     In order to better quantify the nature and extent of any oil
reserves within EWA-2X, Dover Petroleum Joint Venture is seeking to
conduct a drill stem test, and is working with the Egyptian General
Petroleum Corporation (EGPC), a party to the Concession Agreement,
to obtain a drill slot for the Senusret Rig or another equivalent
rig to drill a step-out well beside EWA-2X to ascertain commercial
oil reserves and to permit the evaluation of potential production
levels.  In addition, Dover Egypt Joint Venture anticipates drilling
EWA-2X to the lower Matullah and Nubia zones in order to test such
zones.  Substantial additional capital will be required to undertake
additional drilling, including but not limited to the step-out well,
and to the extent that commercial oil is located, additional
substantial amounts of capital will be required in order to bring
such oil into production.  Accordingly, no assurance can be provided
that such capital will be available to Dover Egypt Joint Venture,
either from third party sources or from its partners.  There can,
therefore, be no assurance that any additional drilling of EWA-2X
will occur.

     Offshore drilling on the target EWA-3X is expected to begin by
December 16, 2003.  The EWA-3X is the step out well expected to be
drilled adjacent to the EWA-2X for the purpose of confirming the
significant oil indications observed in the EWA-2X well within the
Kareem and Thebes dolomitic limestone reservoirs. The EWA-3X well is
expected to be drilled to a depth necessary to test the lower
Matullah and Nubia sandstone reservoirs, which were a primary target
left untested in the EWA-2X well. We anticipate that the EWA-3X well
will spud immediately upon completion of set up of the Trans Ocean
Mercury jack-up rig which is being released to Dover by BP (Gupco).
Weather permitting, we expect that the rig will commence tow to the
EWA-3X site in the Gulf of Suez which is expected to take 12 hours,
and thereafter begin the drilling processes.

     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 text 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.

     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.

     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 and we
believe that Mr. McKechnie spends less than 5 hours each month 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.


<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, without charge,
but such arrangement may be cancelled at anytime 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 consists of the Wyoming Asset and our
rights under the Dover Egypt Joint Venture Agreement and the Option
Agreement as to the Concession Agreement.

     Until a determination is made as to how we will proceed in
connection with the Wyoming Assets, if at all, we are unable to
reliably determine the nature or extent of the Wyoming Asset,
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 commence any additional drilling or
continue any drilling activity describe herein or 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.

     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>
<S>                         <C>               <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)

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.

</TABLE>

(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 two target wells
(EWA-2X AND EWA-1X)and the results thereof are described above as
part of the discussion captioned "Our 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 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

               (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 Leave 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.


<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 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 legal
proceedings on the grounds that not all necessary parties have been
included as a part thereof.  The motion has been withdrawn and we
and Plaintiffs are presently engaged in settlement negotiations.

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.



<PAGE>

                               PART II

Item 5.   Market for Common Equity and Related Stockholder Matters.

     Our Common Stock is currently traded through the Pink Sheets
LLC (the "Pink Sheets") under the symbol "DVPC".

     Limited trading of our Common Stock has occurred over the past
several years.

     The following table set forth below lists the range of high and
low bids for our Common Stock for each fiscal quarter for the last
two fiscal years as reported by the Pink Sheets.  The prices in the
table reflect inter-dealer prices, without retail markup, markdown
or commission and may not represent actual transactions.

         Bids for Common Stock as Reported by the Pink Sheets
<TABLE>
<S>                                 <C>           <C>
Period Ended December 31, 2001           High           Low

First Quarter                                $0.25          $0.15

Second Quarter                               $0.50          $0.50

Third Quarter                                $0.42          $0.40

Fourth Quarter                               $0.47          $0.47

Period 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
</TABLE>

     As of December 15, 2003, the average of the closing bid and
asked price for our Common Stock as reported by the NASD Bulletin
Board was $0.34.  As of December 15, 2003, we had approximately 640
shareholders of record.

     We have never paid a cash dividend on our Common Stock.  It is
our present policy to retain earnings, if any, to finance the
development and growth of our business.  Accordingly, we do not
anticipate declaring 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.

     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 "Our 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 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 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 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.


     In connection with the amounts due from us to Mr. Salna, as
well as, any additional amounts advanced by Mr. Salna on our behalf
through December 31, 2003, we and Mr. Salna have agreed to satisfy
the repayment of such amounts in exchange for one share of our
common stock for each ten cents of the amounts due from us to Mr.
Salna.  We, therefore, expect to shortly issue up to 6,750,000
shares of our common stock.  We will make such issuance in reliance
upon Section 4(2) of the Securities Act.  The party to whom
securities will be issued in connection with the foregoing, will
have 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 will acquire our
securities pursuant to the foregoing will have 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 will bear an appropriate legend restricting the transfer
of such shares, except in accordance with the Securities Act.

<PAGE>


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, primarily, 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.

     During 2002 and 2003, we concluded certain offerings whereby we
sold certain of our securities and received aggregate gross proceeds
of $7,335,000.

     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
sufficient funds to pay our current operating expenses, 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


     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 in respect of 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.

     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 CAN NOT PROVIDE ANY ASSURANCE OF PROFITABILITY AND WE
ANTICIPATED LOSSES.

     We have incurred losses since our inception through the end our
fiscal year 2002 of approximately $1,200,000 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, if
any drilling activities were to commence we would be required to
expend substantial amount 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 ABEL 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 any growth
of our business, we will have to implement operational and financial
systems and procedures and controls to acquire, train and manage
employees.

     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 therefrom 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.

     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.

     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. Ther 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.

     IT MAY BE DIFFICULT TO ENFORCE CIVIL LIABILITIES.

     Notwithstanding the fact that we are a Nevada corporation with
required resident offices in the State of Nevada, all of our
directors and officers do not reside in the United States and, as a
result, it may be difficult to effect service of process upon us and
our officers.  It may, likewise be difficult to (i) affect
enforcement on us, our officers, our directors and our experts in
the United States of judgments obtained in United States courts
based upon the civil liability provisions of the United States
federal securities laws; (ii) affect enforcement in a Canadian court
of judgments on us, our officers, our directors and our experts
obtained in United States courts based upon the civil liability
provisions of the United States federal securities laws; and (iii)
commence original actions in a Canadian court to enforce upon us,
our officers, our directors and our experts liability based upon the
provisions of the United States federal securities laws.

     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.

     OUR COMMON STOCK IS CURRENTLY CLASSIFIED AS A PENNY STOCK WHICH
MAY RESULT IN THE INABILITY TO SELL THE COMMON STOCK IN THE
SECONDARY MARKET.

     Pursuant to Rule 3a51-1 our common stock currently falls within
the definition of a Penny Stock.  Pursuant to Securities Exchange
Act Rule 15g-3, brokers and dealers, prior to effecting a
transaction in a Penny Stock, are required to timely undertake
disclosures to their customers.  These added disclosure requirements
may negatively impact upon 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.


<PAGE>


Item 7.   Financial Statements.

                    INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S>                                            <C>
Report of Independent Public Accountants       F-1

Consolidated Balance Sheet                     F-2

Consolidated Statement of Operations and       F-3
Comprehensive Income (Loss)

Consolidated Statements of Stockholders'       F-4
Equity

Consolidated Statements of Cash Flows          F-5

Notes to Financial Statements                  F-6
</TABLE>



<PAGE>

                                 F-1
                     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, 2002 and 2001 and the related
consolidated statements of operations, stockholders' equity
(deficit) and cash flows for the year ended December 31, 2002 and
for the period from inception (June 14, 2001) to December 31, 2001
and 2002.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audit.

We conducted our audit 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 audit provides 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, 2002 and 2001 and the results of its operations
and its cash flows for the year ended December 31, 2002 and for the
periods from inception (June 14, 2001) to December 31, 2001 and 2002
in conformity with accounting principles generally accepted in the
United States of America.


SAMUEL KLEIN AND COMPANY



Newark, New Jersey
September 10, 2003



<PAGE>

                                 F-2
                DOVER PETROLEUM CORP AND SUBSIDIARIES
                    (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED BALANCE SHEET


<TABLE>
<S>                                  <C>           <C>
ASSETS                               December 31,  December 31,
                                     2002          2001

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

Current Assets:

 Cash and cash equivalents               $2,606,997    $   59,150

 Due from related party                      18,409             -


 Prepaid expenses                           100,863             -

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

  Total Current Assets                    2,726,269       59,150



Property and Equipment, Net                       -        5,834

Oil Concession Rights                       942,353            -

Unproved Mineral Interest in
Properties                                4,220,651       605,000

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

  Total Assets                           $7,889,273     $669,984

                                         ==========    ==========

LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)

Current Liabilities:

 Accounts payable and accrued
 expenses                                $2,483,400    $ 459,486

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

  Total Current Liabilities               2,483,400      459,486



Long Term Liabilities:

 Stockholder's loan payable                  75,000       121,500

 Minority Interest in Subsidiary          1,521,474             -

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

  Total Liabilities                       4,079,874       580,986


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

Commitments and Contingencies

Stockholders' Equity (Deficit):

                                                               -

Common stock, 500,000,000
authorized $.001 par value,
50,449,160 and 34,949,160 issued
and outstanding at December 31,
2002 and December 31, 2001,
respectively                                 50,449        34,949

Preferred stock, 100,000,000
authorized $.001 par value, 0
issued and outstanding at December
31, 2002 and December 31, 2001,
respectively

Additional paid-in capital                6,064,279       122,618

Stock subscription receivable             1,147,650            -

Foreign currency translation
adjustment                                    1,662             -

Deficit accumulated during the
development stage                       (1,159,341)      (68,569)

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

  Total Stockholders' Equity
  (Deficit)                               3,809,399        88,998

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

  Total Liabilities and
  Stockholders' Equity (Deficit)        $7,889,273       $669,984

                                         ==========    ==========
</TABLE>

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



<PAGE>


                                 F-3
                DOVER PETROLEUM CORP. AND SUBSIDIARIES
                    (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<S>                                 <C>              <C>               <C>
                                      For the Year    For the Period      Period from
                                     Ended December   Inception (June   Inception (June
                                        31, 2002       14, 2001) to       14, 2001) to
                                                     December 31, 2001  December 31, 2002

Revenues:                                          $-                $-                 $-

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

Costs:

General and administrative expenses           614,063            58,569            672,632

Consulting Expenses                           512,612            10,000            522,612

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

Loss from Operations                      (1,126,675)          (68,569)        (1,195,244)



Other Income:

 Interest Income                               35,903                 -             35,903

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

Net Loss                                 ($1,090,772)         ($68,569)       ($1,159,341)

                                           ==========        ==========         ==========



Earnings (Loss) Per Share:

Basic and diluted income (loss) per
share:                                        ($0.02)           ($0.00)            ($0.00)

                                           ==========        ==========         ==========



Basic and diluted weighted average
common shares outstanding                  43,926,882        21,692,425         29,445,147

                                           ==========        ==========         ==========


</TABLE>

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


<PAGE>


                                 F-4
                      DOVER PETROLEUM CORP. AND
                            SUBSIDIARIES
                    (A DEVELOPMENT STAGE COMPANY)
 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
    FOR THE PERIOD INCEPTION (JUNE 14, 2001) TO DECEMBER 31, 2002


<TABLE>
<S>                             <C>           <C>            <C>           <C>
                                Common Stock                                  Deficit
                                $0.001 Par                                  Accumulated
                                Value         Common Stock    Additional     During the
                                Number of     Amount         Paid In       Development
                                Shares                       Capital       Stage

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)              -

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

Balance December 31, 2001           34,949,160         39,949       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 in
Connection with Private
Placement                           13,300,000         13,300     6,261,835              -

Issuance of Common Stock in
Exchange for 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>
<S>                             <C>           <C>            <C>
                                   Foreign        Stock          Total
                                  Currency    Subscription   Stockholders
                                Translation   Receivable     Equity
                                Adjustment                   (Deficit)

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 in
Connection with Private
Placement                                    -    (1,147,000)     5,127,485

Issuance of Common Stock in
Exchange for 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 consolidated
financial statements.



<PAGE>


                                 F-5
                DOVER PETROLEUM CORP. AND SUBSIDIARIES
                    (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF CASH FLOWS



<TABLE>
<S>                                          <C>            <C>            <C>
                                              For the Year     For the        For the
                                                 Ended          Period         Period
                                             December 31,     Inception      Inception
                                             2002             (June 14,      (June 14,
                                                               2001) to       2001) to
                                                            December 31,   December 31,
                                                            2001           2002



Cash Flows from Operating Activities:

Net income (loss)                               ($1,090,772)      ($68,569)   ($1,159,341)

Adjustments to reconcile net income (loss)
to net cash (used in) provided by
operating activities

Stock Issued for Consulting Services                 325,000              -        325,000

Changes in assets and liabilities net of
effects from:

   Change in foreign currency translation              1,662              -          1,662

   (Increase)decrease in other current              (18,409)              -       (18,409)
assets

   (Increase) decrease in prepaid expenses         (100,863)         24,940       (75,923)

   Write off of fixed assets                           5,834              -          5,834

   Increase (decrease) in accounts payable         2,023,914       (31,721)      1,992,193
and accrued liabilities

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

   Net cash used in operating activities           1,146,366       (75,350)      1,071,016

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



Cash Flows from Investing Activities:

 Cash acquired in reverse acquisition                      -        133,500        133,500

 Cost of acquisition of unproved mineral         (3,615,651)      (300,000)    (3,915,651)
interest in properties

 Oil Concession Rights                              (63,853)              -       (63,853)

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

  Net cash (used in) investing activities        (3,679,504)      (166,500)    (3,846,004)

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

Cash Flows from Financing Activities:

 Net proceeds from issuance of common stock        5,127,485        179,500      5,306,985

 Proceeds (repayment) of stockholders' loan         (46,500)        121,500         75,000

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

Net cash provided by financing activities          5,080,985        301,000      5,381,985

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

Net Cash Increase                                  2,547,847         59,150      2,606,997

 Cash and Cash Equivalents, beginning of              59,150              -              -
period

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

 Cash and Cash Equivalents, end of period         $2,606,997        $59,150     $2,606,997


                                                  ==========     ==========     ==========


</TABLE>


                DOVER PETROLEUM CORP. AND SUBSIDIARIES
                    (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (CONTINUED)


<TABLE>
<S>                                          <C>            <C>            <C>
                                              For the Year   For the Year     For the
                                                 Ended          Ended          Period
                                             December 31,   December 31,     Inception
                                             2002           2001             (June 14,
                                                                              2001) to
                                                                           December 31,
                                                                           2002

Supplemental Disclosure of Cash Flow
Information:

 Cash paid during the period for:

   Interest                                               $-             $-             $-

                                                 ==========      ==========     ==========

   Taxes                                                  $-             $-             $-

                                                 ===========     ==========     ==========

Supplemental Disclosure of Noncash
Investing and Financing Activities:

 Stock issued for oil concession rights            $878,500             $-        $800,000

                                                  ==========     ==========     ==========

 Stock issued for accounts payable                       $-        $95,000              $-

                                                  ==========     ==========     ==========

 Stock issued for consulting services              $325,000             $-              $-

                                                  ==========     ==========     ==========

 Stock issued for subscription receivable        $1,147,650             $-      $1,425,063

                                                  ==========     ==========     ==========

 Supplemental Disclosures of Noncash
Investing Activities

  Fair Value of assets acquired other than
cash                                                      $-       $605,000       $605,000

 Liabilities assumed                                       -      (300,000)      (300,000)

 Common stock issued                                       -        (5,000)        (5,000)

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

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

Cost of Acquisition of Net Cash Acquired        ($1,521,474)             $-             $-

                                                  ==========     ==========     ==========

Reverse acquisition:

 Fair Value of assets acquired                            $-        $30,774        $30,774

 Liabilities assumed                                       -      (191,207)      (191,207)

 Common stock issued                                       -         26,933         26,933

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

Cash Acquired                                             $-     ($133,500)     ($133,500)

                                                  ==========     ==========     ==========
</TABLE>

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



<PAGE>

                                 F-6

                DOVER PETROLEUM CORP. AND SUBSIDIARIES
                    (A DEVELOPMENT STAGE COMPANY)
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                      DECEMBER 31, 2002 and 2001


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.

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.

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


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.

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.

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 July 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, (SFAS 141), "Business Combinations" and Statement
of Financial Accounting Standards No. 142, (SFAS 142), "Goodwill and
Other Intangible Assets".  SFAS 141 requires all business
combinations to be accounted for using the purchase method of
accounting and is effective for all business combinations initiated
after June 30, 2001.  SFAS 142 requires goodwill to be tested for
impairment under certain circumstances, and written off when
impaired, rather than being amortized as previous standards
required.  SFAS 142 is effective for fiscal years beginning after
December 15, 2001.  Early application is permitted for entities with
fiscal years beginning after March 15, 2001 provided that the first
interim period financial statements have not been previously issued.
 The adoption of SFAS 141 had no effect on the Company's operating
results or financial condition.  The Company is currently assessing
the impact of SFAS 142 on its operating results and financial
condition.

In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and
Technical Corrections." SFAS 145 updates; clarifies and simplifies
certain accounting pronouncements. The adoption of SFAS 145 is
effective in large part for transactions occurring after May 15,
2002.  SFAS 145 had no impact on the Company's financial position or
results of operations in the year ended December 31, 2002 and the
Company does not expect the adoption of SFAS 145 to have an impact
on its future financial position 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 is required to adopt SFAS No.

144 effective January 1, 2002.  The Company does not expect the
impact of the adoption of SFAS No. 144 to 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 are owned by Skyline
Resources, Inc.  During the fourth quarter of 2002 the Slaterdome
acquired the remaining 33.33% of such working and operating rights,
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.

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 now appears that such development may 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 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
agreed to pay any future amounts attributable to it under the
Operating Agreement. 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. 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.

Based upon the Settlement Agreement, the Phillips Litigation was
dismissed with prejudice by Phillips and Wyoming.

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. a Toronto, 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 Agreement.

Under 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
the year end and the $600,000 was during the first quarter of 2003.

The Dover Egypt Joint Venture Agreement amended, restated and
superseded a preliminary Joint Venture Agreement dated May 28, 2001
(the" Prior Joint Venture Agreement"). Certain parties representing
thirty percent of the interests under the Prior Joint Venture
Agreement (the" Minority Parties") have not yet executed the Dover
Egypt Joint Venture Agreement and may not do so in the future. The
owners of the remaining seventy percent 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
until such time as the Minority Parties execute the Dover Egypt
Joint Venture Agreement, the Majority Parties under the Dover Egypt
Joint Venture treat the Minority Parties as if they had executed the
Dover Egypt Joint Venture Agreement. However, no assurance can be
provided that the Minority Parties will be satisfied with the
arrangements undertaken by the Majority Parties as to Dover Egypt
Joint Venture or that such Minority Parties will not seek to
reinstate the Prior Joint Venture agreement. If any such actions
were undertaken by the Minority Parties the Company would be
required to defend same and pay the cost thereof. Likewise, if the
Company was not successful in the defense of such matters, the
Company's business might be seriously impaired and the Company could
be forced to terminate business.

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 has incurred costs amounting to $2,073,352, which is
not recoverable. However, since the company follows field by field
cost accounting these costs are capitalized and reflected on the
balance sheet and will be amortized over the life of the recoverable
reserves in that field. The Company plans to start drilling during
the fourth quarter of 2003 a third well in the same field. No
assurance could 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:

<TABLE>
<S>                             <C>        <C>       <C>
                                2002       2001      Lives

Computer Equipment              $6,432     $9,607    3-5 years

Computer Software               346        483       3 years

                                6,778      10,090

Accumulated Depreciation        (6,778)    (4,256)



                                $ -        $5,834


</TABLE>


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.

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.

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 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 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.
The motion is expected to be heard in November, 2003.

6.  STOCKHOLDERS' LOAN PAYABLE

During 2001 a stockholder of the Company loaned the Company $121,500
which remained outstanding at December 31, 2001. The loan is
unsecured, non-interest bearing and was paid during the third
quarter of 2002. During December 2002 a different stockholder of the
company loaned the company $75,000 that remained outstanding at
December 31, 2002. The loan is also unsecured, payable on demand and
non-interest bearing. It is expected that the loan will be settled
for additional stock issuance.

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.  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.

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 $7,182,353 pursuant to this stock offering.  Of this
amount, $1,147,650 is still due to the Company as a stock
subscription receivable and is reflected in the Stockholders' Equity
section of the consolidated balance sheet.  No warrants have been
exercised.

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.

8.  SUBSEQUENT EVENTS

On 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.


Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.

     Not Applicable

Item 8A.  Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of
1934, within the 90 days prior to the filing date of this report, we
carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures. This evaluation
was carried out under the supervision and with the participation of
our principal executive officer and principal financial officer, who
concluded that our disclosure controls and procedures are effective.
Disclosure controls and procedures are controls and other procedures
that are designed to ensure that information required to be
disclosed in our reports filed or submitted under the Securities
Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Securities and Exchange
Commission's rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to
ensure that information required to be disclosed in our reports
filed under the Exchange Act is accumulated and communicated to
management, including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions
regarding required disclosure.

(b) Changes in Internal Controls.

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

PART III

Item 9.   Directors and Executive Officers of Registrant.

     The following sets forth certain information with respect to
our current executive officers and directors. Each director holds
such position until our next annual meeting of shareholders and
until such party's respective successor has been elected and
qualifies.  Any of our directors may be removed with or without
cause at any time by the vote of the holders of not less than a
majority of our then outstanding common stock.  Other than as
provided in an employment agreement, officers are elected annually
by our board of directors.  Any of our officers may be removed with
or without cause at any time by our board of directors although, in
such event, we may incur certain liabilities under an applicable
employment agreement.

<TABLE>
<S>                          <C>    <C>
Name and Address             Age    Positions with the Company

Robert Salna (1)             46     Chief Executive Officer,
10225 Yonge Street                  Chief Financial Officer,
Richmond Hill, Ontario  L4C         President, Secretary and
3B2                                 Director (Chairman)
Canada

W.E. (Ted) McKechnie (2)     54     Director
496 Drake Circle
Waterloo Ontario N2T 1L1
Canada

Oury M. Ymar (3)             41     Director
3, Place Des Eaux - Vives
1207 Geneva, Switzerland

Raghunath Kilambi (4)        38     Director
53 Yonge Street, 3rd Floor
Toronto, Ontario M5E 1J3
Canada

Gregory A. Nuttall (5)       38     Director
53 Yonge Street, 3rd Floor
Toronto, Ontario M5E 1J3
Canada




</TABLE>


(1)Robert Salna has been our Chief Executive Officer and a director
since January 17, 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 is
currently seeking to raise up to $12,000,000 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.

(2)Ted McKechnie was our President until December 2003, and has been
a director since 1999.  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.

(3)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.

(4)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, a 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.

(5)Gregory A. Nuttall has been a director since December, 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.

Allan Ibbitson, 446 Castlefield Avenue, Toronto, Ontario M5N 1L5
Canada was our Vice President and Chief Financial Officer and a
director from January 17, 2002 until his resignation on November 8,
2002. At the time of his resignation, Mr. Ibbitson owned 1,000,000
shares of our common stock.


Board of Directors

     Directors are elected to serve until the next annual meeting of
stockholders and until their successors have been elected and have
qualified. Officers are appointed to serve until the meeting of the
Board of Directors following the next annual meeting of stockholders
and until their successors have been elected and have qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

     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, 2002, 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 Ymar, Kilambi and Nuttall did
not file certain reports subsequent to their election as Directors.

<PAGE>


Item 10.  Executive Compensation.

     The information following in the Summary Compensation Table
sets forth certain information relating to the compensation of (i)
all individuals serving as the our CEO or acting in a similar
capacity during our last completed fiscal year, (ii) our four most
highly compensated executive officers other than the CEO who were
serving as executive officers at the end of our last completed
fiscal year whose total annual salary and bonus exceeded $100,000;
and (iii) 2 additional individuals other than the CEO, whose total
annual salary and bonus exceeded $100,000 and for whom disclosure
would have been provided pursuant to item (ii) but for the fact that
the individual was not serving as an executive officer at the end of
our last completed fiscal year (collectively, the "Named Officers").



<TABLE>
<S>          <C>    <C>       <C>
       Summary Compensation

Name and     Year   Salary    Bonus
Principal
Position

Robert       2000   $0        $0
Salna,
Chief
Executive    2001   $0        $0
Officer,
Acting
Chief        2002   $0        $0
Financial
Officer and
Chairman of
the Board
of
Directors
(2)









W.E (Ted)    2000   $120,000  $30,000
McKechnie,
Director (3)
             2001   $0        $0


             2002   $0        $0



Allan        2000   $0        $0
Ibbitson,
Vice
President,   2001   $0        $0
Chief
Financial
Officer and  2002   $0        $0
Director (4)


</TABLE>




(1)No individual grants of stock options were made during 2000, 2001
or 2002 to the Named Officers.  No options issued by us were
exercised by any of the Named Officers during such  years.  On
December 31, 2002, the Named Officers held no options or warrants to
purchase our securities. During 2000, 2001 or 2002, we did not
reprice any stock option or SAR previously awarded to the Named
Officers.

     During 2000, 2001 or 2002, no other compensation not otherwise
referred to herein was paid or awarded by us to the Named Officers,
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.

(3)We do not have any agreement or understanding with Mr. McKechnie
in regard to compensation.  We are not presently able to calculate
the nature or extent of any of the compensation that may be payable
to Mr. McKechnie in the future.

(4)Mr. Ibbitson was our Vice President and Chief Financial Officer
and a director from January 17, 2002 until his resignation on
November 8, 2002. At the time of his resignation, Mr. Ibbitson owned
1,000,000 shares of our common stock.

     We have not yet instituted any incentive plan or arrangement
designed to compensate or otherwise reward our directors, officers,
employees or consultants, but we expect that we may do so in the
near future.  We are not presently able to calculate the nature or
extent of any of the compensation that may be associated with any
such incentive plan or arrangement.

     Other than as described herein, we have not yet determined the
nature of any arrangement relating to payment by us of compensation
to our Directors for any services provided to us as a director or
the manner in which any party, including our Directors, will be
compensated for participation in any committee of our Board or any
advisory committee, but we expect that we may do so in the near
future.  Accordingly, we are not presently able to calculate the
nature or extent of any of the compensation that may be associated
with any such compensation plan or arrangement.

     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.

     We may enter into employment and consulting agreements with
individuals and entities to provide us with such services we may
deem appropriate from time to time.  We are  not presently able to
calculate the total annual dollar cost to us in connection with such
additional employment and consulting agreements.  Likewise, we
expect that as a part of such additional employment and consulting
agreements, and in order to attract such parties, we may, provide
such parties with our common stock or options or warrants to acquire
shares of our common stock.  We are not presently able to calculate
the total number of our shares or the amount of such options or
warrants that may be offered.



Item 11.  Security Ownership of Certain Beneficial Owners and
          Management and Related Stockholder Matters.

     As of the end of our 2002 fiscal year, we have no compensation
plan (including individual compensation arrangements) under which
our equity securities are authorized for issuance.  We anticipate
that we will institute certain compensation plans in the near
future, and we expect that we will seek approval of such
compensation plans by the holders of our equity securities.

     The following table sets forth certain information regarding
the beneficial ownership of our common stock on December 15, 2003,
without giving effect to the corresponding number of shares of
common stock that would have been outstanding in the event of the
exercise of any of our outstanding warrants by (i) each person who
is know to us to own beneficially more than 5% of our common stock;
(ii) each of our directors and executive officers; and (iii) all of
our directors and officers as a group:


<TABLE>
<S>                            <C>              <C>
     Name and Address of          Amount and     Approximately
       Beneficial Owner           Nature of        Percent of
                                  Beneficial      Class (1)(2)
                               Ownership (1)(2)

Carn Associates Ltd.                2,549,240(3)          5.00(3)
12 Chapel Street
Canton, New York 13617

Deevale Limited                     2,549,240(4)          5.00(4)
1113 Russell Drive
Highland Beach, Florida 33487

W.R. (Ted) McKechnie                     250,000             0.49
496 Drake Circle
Waterloo Ontario N2T 1L1
Canada

Robert Salna                       13,860,200(5)         27.48(5)
10225 Yonge Street
Richmond Hill, Ontario  L4C
3B2
Canada

Oury M. Ymar                          1,134,637              2.25



Raghunath Kilambi                              0             0.00

Gregory A. Nuttall                        38,500             0.07

All directors and officers as         15,244,637            30.22
a group
</TABLE>



(1) Unless otherwise noted below, we believe that all persons named
in the table have sole voting and investment power with respect to
all shares of our common stock beneficially owned by them. For
purposes hereof, a person is deemed to be the beneficial owner of
securities that can be acquired by such person within 60 days from
the date hereof upon the exercise of warrants or options or the
conversion of convertible securities.   Each beneficial owner's
percentage ownership is determined by assuming that any such
warrants, options or convertible securities that are held by such
person (but not those held by any other person) and which are
exercisable within 60 days from December 15, 2003, have been exercised.

(2) All of the beneficial ownership reflected in the table above is
direct unless otherwise described.

(3)Voting control over the shares owned by Carn Associates Ltd. is
exercised by David Karrn as the trustee of the Longshore Trust.

(4)Voting control over the shares owned by Deevale Limited is
exercised by Mr. Andrew Hardman.

(5)Includes 4,560,200 shares recently issued to Mr. Salna, but
excludes 6,750,000 of our shares that may be issued to Mr. Salna, in
exchange for cancellation of the amounts due from us to Mr. Salna,
as well as, any additional amounts advanced by Mr. Salna on our
behalf through December 31, 2003.  If such shares are issued, Mr.
Salna will own approximately 36% or our common stock and the
directors and officers as a group would own approximately 38.5% of
our common stock.

     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") 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.

     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 19 percent (28
percent, assuming issuance of all of the shares of our common stock
upon payment in full of the Salna Subscription Note) 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.

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 2 equal installments in the amount
$50,000.00 each.  The first of installment was paid on December 31,
2001 and the second installment is due to be 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.

Item 13.  Exhibits, List and Reports on Form 8-K.

     Exhibits

     The following is a list of exhibits filed as part of this
annual report on Form 10-KSB. Where so indicated by footnote,
exhibits which were previously filed are incorporated by reference.
For exhibits incorporated by reference, the location of the exhibit
in the previous filing is indicated in parentheses.

<TABLE>
<S>     <C>
        DESCRIPTION
EXHIBIT
NO.

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 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)

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)

21.1    List of Subsidiaries(4)

31.1    Certification of Chief Financial Officer under Rule
        13a-14(a)/15d-14(a)(4)

31.2    Certification of Chief Executive Officer under Rule
        13a-14a/15d-14(a)(4)

32.1    Certification of Chief Financial Officer under Section
        1350(4)

32.2    Certification of Chief Executive Officer under Section
        1350(4)

99.1    Report of Schlumberger Limited(4)
</TABLE>


(1)Filed electronically as part of the Company's Form 10-SB and
incorporated herein by reference.

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

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

(4)Filed electronically herewith.


     Reports on Form 8-K.  We did not file any reports on Form 8K
during the last quarter covered by this report.


Item 14.  Principal Accountant Fees and Services.


The Board of Directors selected Samuel Klein and Company as our
independent auditors with respect to our filings made with the SEC
for the year ended December 31, 2002.

Fees Paid to Independent Auditors

1.  Audit Fees

     $69,350 and $60,000 were billed to us by Samuel Klein and
Company for each of 2001 and 2002, respectively, for professional
services rendered by Samuel Klein and Company for the audit of our
annual financial statements and review of financial statements
included in our Quarterly Reports on Form 10-QSB or services that
are normally provided by the accountant in connection with statutory
and regulatory filings or engagements for those years.

2.  Audit-Related Fees

     No amounts were billed to us by Samuel Klein and Company for
each of 2001 and 2002, respectively, for assurance and related
services by Samuel Klein and Company that were reasonably related to
the performance of the audit or review of our financial statements
and are not reported under the caption "Audit Fees" above.

3.  Tax Fees

     No amounts were billed to us by Samuel Klein and Company for
each of 2001 and 2002, respectively, for tax services.

4.  Other Fees

     No amounts were billed to us by Samuel Klein and Company for
each of 2001 and 2002, respectively, for other fees.


5.

     (i)Our Board of Directors is responsible for reviewing the
terms of any proposed engagement of the independent auditors for
non-audit services and for pre-approving all such engagements. In
providing any pre-approval, the Board of Directors considers whether
the services to be approved are consistent with the SEC's rules on
auditor independence. In the future, we intend to disclose all
approved non-audit engagements as required in the applicable filings
we make with the SEC.

     (ii)Less than 50 percent of the hours expended on Samuel Klein
and Company engagement to audit our financial statements for 2002
were attributed to work performed by persons other than the Samuel
Klein and Company's full-time, permanent employees.

6.  Not applicable


                              SIGNATURES

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

                              DOVER PETROLEUM CORP.



Date: 12/23/03                By: /s/ Robert Salna
                              -----------------------------
                              Robert Salna, Chief Executive Officer
                              and Chief Financial Officer



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


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

/s/ Robert Salna          principal executive    Decenber 23,
Robert Salna              officer, Secretary,    2003
                          principal accounting
                          officer and Director

/s/ Oury M. Ymar          Director               December 23,
                                                 2003

/s/ Ragunath Kilambi      Director               December 23,
                                                 2003

/s/ Gregory A. Nuttall    Director               December 23,
                                                 2003


</TABLE>