SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 1
to
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended September 30, 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.
--------------------------------
(Exact name of registrant as specified in its charter)
Nevada 91-1918322
(State or Other Jurisdiction (IRS Employer Identification
of Incorporation) Number)
10225 Yonge Street, Richmond Hill, Ontario L4C 3B2 Canada
-------------------------------------------------------------
(Address of Principal Executive Offices, Including Zip Code)
(905) 884-6958
--------------
(Registrant's Telephone Number, Including Area Code)
N/A
---
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
APPLICABLE ONLY TO ISSUERS INVOLVED IN
BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Exchange Act
after distribution of securities under a plan confirmed by a court.
YES [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date: As of
November 13, 2002, there were 45,076,061 shares of the Registrant's
$.001 par value common stock outstanding.
Transitional Small Business Disclosure Format (check one):
YES [ ] NO [X]
TABLE OF CONTENTS
Part I - FINANCIAL INFORMATION
Item 1. Financial Statements.
(a) Consolidated Balance Sheet as of September 30, 2002 and
December 31, 2001
(b) Consolidated Statements of Operations and Comprehensive Income
(Loss) (unaudited) for the three months ended September 30,
2002 and September 30, 2001; for the nine months ended
September 30, 2002 and September 30, 2001
(c) Consolidated Statements of Cash Flows (unaudited) for the nine
months ended September 30, 2002 and September 30, 2001
(d) Notes to Consolidated Financial Statements (unaudited)
Item 2. Management's Discussion and Analysis or Plan of Operation.
Item 3. Controls and Procedures.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
Item 2. Changes in Securities.
Item 3. Defaults on Senior Securities.
Item 4. Submission of Matters to a Vote of Security Holders.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K.
SIGNATURES
PART I. FINANCIAL INFORMATION.
Item 1. Financial Statements.
(a) Consolidated Balance Sheets as of September 30, 2002 and
December 31, 2001
DOVER PETROLEUM CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
ASSETS (unaudited) (audited)
September 30, December 31,
2002 2001
---------- ----------
Current Assets:
Cash and cash equivalents $3,042,851 $59,150
Prepaid expenses 164,772 -
---------- ----------
Total Current Assets 3,207,622 59,150
Property and Equipment (Net) 3,816 5,834
Oil Concession Rights 869,833 -
Unproved Mineral Interests in Properties 1,675,339 605,000
---------- ----------
Total Assets $5,756,610 $669,984
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Note payable $100,000 -
Accounts payable and accrued liabilities 713,900 459,486
---------- ----------
Total Current Liabilities 813,900 459,486
Long-Term Liabilities:
Stockholder's loan payable - 121,500
---------- ----------
Total Liabilities 813,900 580,986
---------- ----------
Stockholders' Equity:
Common Stock ($.001 par value 500,000,000 shares 49,549 34,949
authorized, 49,549,160 and 34,949,160 issued and
outstanding at September 30, 2002 and December 31, 2001,
respectively
Preferred Stock ($.001 par value 100,000,000 shares - -
authorized, 0 issued and outstanding at September 30,
2002 and December 31, 2001, respectively)
Additional paid-in capital 7,048,152 122,618
Stock subscription receivable (1,425,063) -
Foreign currency translation adjustment 1,662 -
Deficit accumulated during the development stage (731,591) (68,569)
---------- ----------
Total Stockholders' Equity 4,942,710 88,998
---------- ----------
Total Liabilities and Stockholders' Equity $5,756,610 $669,984
========== ==========
____________________
The accompanying notes are an integral part of these financial
statements.
(b) Consolidated Statements of Operations and Comprehensive Income (Loss)
for the three month periods ended September 30, 2002 and September 30,
2001 and for the nine month periods ended September 30, 2002 and
September 30, 2001.
DOVER PETROLEUM CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
Period
For the from
Three For the Nine For the Inception
For the Three Months Ended Months Ended Nine Months (June 14,
Months Ended September September Ended 2001) to
September 30, 2001 30, 2002 September September
30, 2002 ---------- ---------- 30, 2001 30, 2002
---------- ---------- ----------
Revenues $- $- $- $- $-
---------- ---------- ---------- ---------- ----------
Costs:
General and administrative 109699 - 479,167 - 539,403
expenses
Consulting expenses 36,270 8,333 204,649 9,333 212,982
---------- ---------- ---------- ---------- ----------
Total Costs 145,969 8,333 683,816 9,333 752,385
---------- ---------- ---------- ---------- ----------
Loss from Operations (145,969) (8,333) (683,816) (9,333) (752,385)
Other Income:
Interest income 16,350 - 20,794 - 20,794
---------- ---------- ---------- ---------- ----------
Net Loss ($129,619) ($8,333) ($663,022) ($9,333) ($731,591)
========== ========== ========== ========== ==========
Other Comprehensive Income:
Foreign currency translation 1,662 - 1,662 - 1,662
adjustment
---------- ---------- ---------- ---------- ----------
Comprehensive Loss $(127,957) $(8,333) $(661,360) $(9,333) (729,929)
========== ========== ========== ========== ==========
Earnings (Loss) per Share:
Basic and diluted per share: $0.00 $0.00 $0.00 $0.00 $0.00
========== ========== ========== ========== ==========
Basic and diluted weighted 41,151,433 18,339,160 42,602,863 17,421,660 41,689,160
average common shares
outstanding
========== ========== ========== ========== ==========
The accompanying notes are an integral part of these financial statements.
(c) Consolidated Statements of Cash Flows for the nine month periods ended
September 30, 2002 and September 30, 2001.
DOVER PETROLEUM CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the
Period
For the Inception
Nine (June 14,
For the Nine Months 2001) to
Months Ended Ended September 30,
September 30, September 2002
2002 30, 2001 (Unaudited)
---------- ---------- ----------
Cash Flows from Operating Activities:
Net loss ($663,022) ($1,000) ($731,591)
Adjustments to reconcile net income (loss) to
net cash (used in) provided by operating activities
Depreciation 2,018 -
Change in assets and liabilities net of effects from:
Change in foreign currency translation 1,662 -
(Increase) decrease in prepaid expenses (164,772) - (164,772)
Increase (Decrease) in accounts payable 254,414 - 254,414
---------- ---------- ----------
Net cash used in operating activities (569,700) (1,000) (641,949)
---------- ---------- ----------
Cash Flows from Investing Activities:
Cash acquired in reverse acquisition - - 133,500
Cost of acquisition of unproved mineral interest in - (300,000) (300,000)
properties
Oil Concessions Rights (69,833) (69,833)
Cost of unproved mineral interest in properties (1,070,339) - (1,070,339)
---------- ---------- ----------
Net cash used in investing activities (1,140,172) (300,000) (1,306,672)
---------- ---------- ----------
Cash Flows from Financing Activities:
Proceeds of note payable 100,000 - 100,000
Net proceeds from issuance of common stock 4,715,073 179,500 4,894,573
Proceeds (repayment) of stockholder loan (121,500) 121,500 -
---------- ---------- ----------
Net cash provided by financing activities 4,693,573 301,000 4,994,573
---------- ---------- ----------
Net Cash Increase 2,983,701 - 2,983,701
Cash and cash equivalents, beginning of period 59,150 - 59,150
---------- ---------- ----------
Cash and cash equivalents, end of period $3,042,851 - $3,042,851
========== ========== ==========
Supplemental Disclosures of Cash Flow Information:
Cash paid during period for:
Interest - - -
========== ========== ==========
Taxes - - -
========== ========== ==========
Supplemental Disclosures of Noncash Financing
Activities:
Stock issued for rights to oil concession rights $800,000 - $800,000
========== ========== ==========
Stock issued for subscription receivable $1,425,063 - $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)
---------- ---------- ----------
Cost of Acquisition Net of Cash Acquired - $300,000 $300,000
========== ========== ==========
Reserve 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)
========== ========== ==========
__________
The accompanying notes are an integral part of these financial statements.
(d) Notes to Financial Statements.
DOVER PETROLEUM CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2002
1. DESCRIPTION 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.
On June 21, 2002 the Company purchased the rights to certain
properties located in Moffat County, Colorado from Philips Petroleum
("The Seller ")
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation and Basis of Presentation
The accompanying financial statements consolidate the accounts of
Dover Petroleum Corp. and its wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been
eliminated in consolidation. Certain amounts from prior years have
been reclassified to conform to the current year presentation.
The accompanying unaudited consolidated financial statements have
been prepared pursuant to rules and regulations of the Securities
and Exchange Commission and, therefore, do not include all
information and footnote disclosures normally included in audited
financial statements. However, in the opinion of management, all
adjustments that are of a normal and recurring nature necessary to
present fairly the results of operations, financial position and
cash flows have been made. It is suggested that these statements be
read in conjunction with the financial statements included in the
Company's Annual Report on Form 10-K for the year ended December 31,
2001.
The statements of operations for the three months and nine months
ended September 30, 2002 and 2001 are not necessarily indicative of
results for the full year.
Earnings (Loss) per Share
The Company computes earnings or loss per share in accordance with
the Financial Accounting Standards Board Statement ("FASB") 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 previous fully diluted earnings per share. Diluted
earnings per share reflects 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.
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.
Additionally FASB also issued, in June of 2001 Statement of
Financial Accounting Standards No. 143 "Accounting for Asset
Retirement Obligations" (SFAS 143) which takes effect with fiscal
years beginning after June 15, 2002. SFAS 143 standardizes the
accounting and reporting for obligations associated with the
retirement of tangible Long-Lived Assets.
In August 2001 FASB issued Statement of Financial Accounting
Standard No. 144 "Accounting for the Impairment of Disposal of
Long-Lived Assets which was effective for the Company's fiscal year
which began on January 1, 2002. SFAS 144 established a single
accounting model for the accounting for Long-Lived Assets to be
disposed of by sale and different treatment for assets disposed of
by abandonment, or other means.
During April 2002 FASB issued SFAS 145 which rescinded FASB No. 4
"Reporting Gains and Losses from Extinguishment of Debt", No. 64
"Extinguishments of Debts Made to Satisfy Sinking-Fund
Requirements", and No. 44 "Accounting for Intangible Assets of Motor
Carriers", amendment FASB No. 13 "Accounting for Leases" and
provided for Technical corrections to various other pronouncements
and is effective for financial statements issued May 15, 2002 and
thereafter.
In June 2002 FASB issued Statement of Financial Accounting Standards
No. 146 "Accounting for Costs Associated with Exit or Disposal
Activities" which changed the recognition of certain costs
associated with exit and disposal activities which were previously
recorded as liabilities as of the plan "commitment" date and
effective for exit or disposal activities that are initiated after
December 31, 2002 require that these costs only be recognized as a
liability at the time the liability is incurred.
The Company believes that the adoption of FASB 143, 144, 145 and 146
will have no effect on the Company's operating results or financial
condition.
3. COMMITMENTS AND CONTINGENCIES
Litigation
In connection with the litigation relating to the acquisition of the
Wyoming Assets Slaterdome settled the delinquent amount due from
Wyoming to Phillips. 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.
4. STOCKHOLDERS' LOAN PAYABLE
During 2001 a stockholder of the Company loaned the Company $121,500
which was paid during the second quarter of 2002.
5. STOCKHOLDERS' EQUITY
Capital
During the three month ended September 30, 2002 the Company sold
1,000,000 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
$500,000 pursuant to this stock offering. No warrants have been
exercised.
Item 2. Plan of Operation.
The following discussion of our plan of operation should be
read in conjunction with the financial statements and the notes to
the financial statements included elsewhere in this report. The
discussion 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.
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 our Wyoming Assets (as hereinafter described) and, primarily,
pursuing, in connection with our ownership interest in 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 (as hereinafter described).
Our subsidiary, Slaterdome Oil & Gas, Inc. is the owner of the
Wyoming Asset. The Wyoming Asset consist of a 33.3334% working and
operating rights interest in certain oil and gas leases located in
Carbon County, Wyoming and Moffat County, Colorado. 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.
In connection with the Wyoming Asset, we are considering the
scale of development for production and the capital requirements
associated therewith. At the present time, we do not have any plans
to develop the property which forms the Wyoming Asset over the next
12 months. However, our plans are subject to change based upon
numerous factors, including but not limited to, our financial position.
As of the date hereof, there are no active business operations
on any of the properties in which Slaterdome has an interest.
Our subsidiary, Dover Petroleum Egypt I, Inc. ("Dover Egypt")
is the owner of a fifty percent interest in Dover Egypt Joint
Venture. Pursuant to our recent acquisition of Alberta Ltd. the
owner of 6.25% of the partnership interests in Dover Egypt Joint
Venture we now control such 6.25% of the partnership interests in
the Dover Egypt Joint Venture. We expect to transfer the interest
owned by Alberta Ltd. to Dover Egypt, whereupon Dover Egypt will own
56.25 % of the interests in Dover Egypt Joint Venture, and
thereafter to dissolve Alberta Ltd. 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.
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. 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. Notwithstanding the
terms of the Concession Agreement, we believe that the Dover Egypt
Joint Venture intends to expend the required $4,000,000 over the
next twelve months and, as a result, Dover Egypt will be required to
provide such its initial $4,000,000 investment to the Dover Egypt
Joint Venture as it is needed. If Dover Egypt fails to meet its
commitment to make the initial investment to Dover Egypt Joint
Venture or, if the Dover Egypt Joint Venture fails to meet its
commitments under the Option Agreement, the Option Agreement will be
terminated and all rights under the Concession Agreement will be
extinguished. Likewise, if Dover Egypt fails to make its initial
$4,000,000 investment as required by the Dover Egypt Joint Venture
Agreement, other joint venture parties may have rights of action
against Dover Egypt. As of the date hereof, Dover Egypt has funded
approximately $2,400,000 to Dover Egypt Joint Venture toward payment
of initial $4,000,000 investment required under the Option Agreement.
The first exploration phase for the under the Concession
Agreement commenced during July, 2002, and there is a three-year
time frame in which to complete a minimum of two exploration drill
holes and expend $4,000,000. Drill budgets for the first two
exploration drill holes are forecast at $1,600,000 each. Drilling
of the first two exploration holes are scheduled to begin during the
4th quarter of 2002. If an economic oil discovery results during
the next 12 months, we expect to obtain a feasibility study in
connection with oil production capital requirements.
As of the date hereof, there are no active business operations
on any of the properties in which Dover Egypt has an interest.
We hope to become a global oil and gas exploration company, but
we can provide no assurance that we will be able to meet our goal.
We believe that our cash requirements for the next 12 months are
fulfilled as a result of receipt of the proceeds of certain
concluded offerings of our common stock. However, in the event that
amounts due under a certain subscription note provided to us by
Robert Salna are not paid we may be unable to meet our obligations
over the next 12 months.
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.
Item 3. Controls and Procedures.
a.) Our principal executive officer and our principal financial
officer, who was on the Evaluation Date (as hereinafter
defined) and is on the date of the filing of this quarterly
report the same person, has on a date which is within ninety
days of the date that we have filed this quarterly report (the
"Evaluation Date"), evaluated the effectiveness of our
disclosure controls and procedures and has concluded that no
significant deficiencies or material weaknesses exist.
b.) There have been no significant changes in our internal controls
or in any other factors that could significantly affect these
controls subsequent to the Evaluation Date.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
a). Not Applicable.
Item 2. Changes in Securities.
a). Not Applicable.
b). Not Applicable.
c).
1. On October 9, 2002, we concluded an offering of our common
stock to certain non U.S. Persons (the "Additional Regulation S
Offering")and we issued 1,000,000 shares of our common stock to
1 Non-U.S. Persons for an aggregate of $500,000 in cash. There
were no commissions or discounts associated with such issuance
of our common stock except that we paid $50,000 in finder's
fees, to one (1) party who was not affiliated with us or any of
our officers or directors. Such common stock so issued is not
convertible or exchangeable. The purchaser of each share of
our common stock as part of the Additional Regulation S
Offering received one common stock purchase warrant,
exercisable at a price of US $0.80 on or before December 20,
2002. We claimed exemption from the registration provisions of
the Act with respect to the common stock so issued pursuant to
Regulation S promulgated thereunder. Each of the parties to
whom securities will be issued in connection with the
foregoing, made an informed investment decision based upon
negotiation with us and had 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. The 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.
2. On October 18, 2002, we concluded the acquisition of
Alberta, Ltd. At the time we concluded such acquisition we
issued 100,000 shares of our common stock to one party. We made
such issuances in reliance upon Section 4(2) of the Securities
Act. The party to whom securities were issued in connection
with the foregoing, made an informed investment decision based
upon negotiation with us and was provided with access to
material information regarding us. We believe that the party
that acquired our securities pursuant to the foregoing had
knowledge and experience in financial matters such that such
party was capable of evaluating the merits and risks of
acquisition of our securities. All certificates representing
the shares issued pursuant to the foregoing bear an appropriate
legend restricting the transfer of such shares, except in
accordance with the Securities Act.
d). Not Applicable.
Item 3. Defaults Upon Senior Securities. Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable
Item 5. Other Information.
On November 19, 2002, Allan Ibbitson resigned as a director and
as our principal financial officer in order to pursue other
opportunities. At the time of such resignation, no disagreement
existed between Mr. Ibbitson and us relating to our operations,
policies or practices. We have not yet appointed a substitute
director. Robert Salna will serve as our principal financial
officer until such time as we engage, if ever, an alternative party
to serve in such capacity.
Item 6. Exhibits and Reports on Form 8-K:
(a) Exhibits.
The following is a list of exhibits filed as part of this
quarterly report on Form 10-QSB. 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.
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)
21.1 List of Subsidiaries(2)
99.1 Certification(4)
________________________
(1)Filed electronically as part of the Company's Form 10-SB
(2)Filed electronically as part of the Company's Amendment One to
Form 10-SB
(3)Filed electronically as part of the Company's Amendment Two to
Form 10-SB
(4)Filed electronically herewith
(b) Reports on Form 8-K. None.
SIGNATURES
In accordance with the requirements of the Securities and
Exchange Act of 1934, the Registrant has caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
DOVER PETROLEUM CORP, INC.
Date: 12/16/02 By: /s/Robert Salna
Robert Salna, Principal Executive Officer
Date: 12/16/02 By: /s/Robert Salna
Robert Salna, Principal Financial Officer