UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2003
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 000-49832
DOVER PETROLEUM CORP.
--------------------------------
(Exact Name of Small Business Issuer 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)
(905) 884-6958
--------------
(Issuer's Telephone Number, Including Area Code)
------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12
months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES [X] NO [ ]
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 the distribution of securities under a plan confirmed by a court.
YES [ ] NO [ ]
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
January 6, 2003, there were 59,801,261 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 Sheets as of September 30, 2003 and
December 31, 2002
(b) Consolidated Statements of Operations and Comprehensive Income
(Loss) for the three month periods ended September 30, 2003 and
September 30, 2002, for the nine month periods ended September
30, 2003 and September 30, 2002 and for the period inception
(June 14, 2001) to September 30, 2003
(c) Consolidated Statements of Cash Flows for the nine month
periods ended September 30, 2003 and September 30, 2002 and for
the period inception (June 14, 2001) to September 30, 2003
(d) Notes to Financial Statements
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 and Use Of Proceeds.
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
Item 1. Financial Statements.
(a) Consolidated Balance Sheets as of September 30, 2003 and
December 31, 2002
DOVER PETROLEUM CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
September December 31,
30, 2003 2002
(unaudited) (audited)
Assets
Current Assets:
Cash and cash equivalents $172,042 $2,206,997
Prepaid expenses 18,104 100,863
Other current assets 18,409 18,409
---------- ----------
Total Current Assets 208,555 2,726,269
Property and Equipment (Net) - -
Oil Concession Rights 942,353 942,353
Unproved Mineral Interest In 6,407,070 4,220,651
Properties
---------- ----------
Total Assets $7,557,978 $7,889,273
========== ==========
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
Current Liabilities:
Accounts payable and accrued
expenses 182,318 2,483,400
---------- ----------
Total Current Liabilities 182,318 2,483,400
Long Term Liabilities
Stockholders' loan payable 625,432 75,000
Minority interest in subsidiary
2,051,768 1,521,474
---------- ----------
Total Liabilities $2,859,518 $4,079,874
========== ==========
Commitments and Contingencies:
Stockholders' Equity (Deficit):
Common stock, 500,000,000
authorized $.001 par value,
50,449,160 issued and outstanding
at September 30, 2003 and December
31, 2002 50,449 50,449
Additional paid-in capital 6,064,279 6,064,279
Stock subscription receivable - (1,147,650)
Foreign currency translation
adjustment (1,333) 1,662
Deficit accumulated during the
development stage (1,414,935) (1,159,341)
---------- ----------
Total Stockholders' Equity
(Deficit) 4,698,460 3,809,399
---------- ----------
Total Liabilities and
Stockholders' Equity (Deficit) $7,557,978 $7,889,273
========== ==========
____________________
The accompanying notes are an integral part of these consolidated
financial statements.
(b) Consolidated Statements of Operations and Comprehensive Income
(Loss)for the three month periods ended September 30, 2003 and
September 30, 2002, for the nine month periods ended September
30, 2003 and September 30, 2002 and for the period inception
(June 14, 2001) to September 30, 2003
DOVER PETROLEUM CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(Unaudited)
For the For the
Three Three Months
Months Ended
Ended September
September 30, 2002
30, 2003
Revenues: - -
---------- ----------
Costs:
General and administrative expenses 6,965 109,699
Consulting expenses 57,601 36,270
---------- ----------
Total Costs 64,566 145,969
---------- ----------
Loss from Operations (64,566) (145,969)
Other Income
Interest Income - 16,350
---------- ----------
Net Loss (64,566) (129,619)
Other comprehensive income:
Foreign currency translation
adjustment (1,333) 1,662
---------- ----------
Comprehensive Loss $(65,899) $(127,057)
========== ==========
Earnings (Loss) per Share:
Basic and diluted income (loss) per $(0.00) $(0.00)
share:
========== ==========
Basic and diluted weighted average 43,926,882 41,151,433
common shares outstanding
========== ==========
For the Nine For the Nine Period from
Months Ended Months Ended Inception
September September (June 14,
30, 2003 30, 2002 2001) to
September
30, 2003
Revenues: - - -
---------- ---------- ----------
Costs:
General and
administrative
expenses 107,356 479,167 779,988
Consulting expenses 152,915 204,649 675,527
---------- ---------- ----------
Total Costs 260,271 683,816 1,455,515
---------- ---------- ----------
Loss from Operations (260,271) (683,816) (1,455,515)
Other Income
Interest Income 6,321 20,794 42,224
---------- ---------- ----------
Net Loss (253,950) (663,022) (1,413,291)
Other comprehensive
income:
Foreign currency
translation adjustment (1,644) 1,662 (1,644)
---------- ---------- ----------
Comprehensive Loss $(255,594) $(661,360) $(1,414,935)
========== ========== ==========
Earnings (Loss) per
Share:
Basic and diluted $(0.00) $(0.00) $(0.00)
income (loss) per
share:
========== ========== ==========
Basic and diluted 43,926,882 42,602,863 29,445,147
weighted average
common shares
outstanding
========== ========== ==========
___________________
The accompanying notes are an integral part of these consolidated
financial statements.
(c) Consolidated Statements of Cash Flows for the nine month
periods ended September 30, 2003 and September 30, 2002 and for
the period inception (June 14, 2001) to September 30, 2003
DOVER PETROLEUM CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Nine For the Nine For the
Months Ended Months Ended Period
September September Inception
30, 2003 30, 2002 (June 14,
2001) to
September
30, 2003
Cash Flows from
Operating Activities:
Net income (loss) $(255,594) $(633,022) $(1,414,935)
Adjustments to
reconcile net
income(loss) to net
cash (used in)
provided by operating
activities
Depreciation - 2,018 -
Stock issued for
consulting services - - 325,000
Change in assets and
liabilities net of
effects from:
(Increase) in other
current assets - - (18,409)
Change in foreign
currency translation (2,995) 1,662 (1,333)
(Increase) decrease
in prepaid expenses 82,759 (164,772) 6,836
Write-off fixed
assets - - 5,834
Increase (decrease)
in accounts payable
and accrued
liabilities (2,301,082) 254,414 (308,889)
---------- ---------- ----------
Net cash (used in)
provided by operating
activities (2,476,912) (569,700) (1,405,896)
---------- ---------- ----------
Cash Flows from
Investing Activities:
Cash acquired in
reverse acquisition - - 133,500
Cost of acquisition
of unproved mineral
interest in property - - -
Oil Concessions Rights - (69,833) (63,853)
Cost of unproved
mineral interest in
properties (2,186,419) (1,070,339) (6,102,070)
---------- ---------- ----------
Net cash (used in)
provided by investing
activities (2,186,419) (1,140,172) (6,032,423)
---------- ---------- ----------
Cash Flows from
Financing Activities:
Proceeds of note
payable - 100,000 -
Minority Interest
Investment in
Subsidiary 530,294 - 530,294
Net Proceeds from
issuance of common
stock 1,147,650 4,715,073 6,454,635
Proceeds (repayment)
of stockholders' loan 550,432 (121,500) 625,432
---------- ---------- ----------
Net cash provided by
(used in) financing
activities 2,228,376 4,693,573 7,610,381
---------- ---------- ----------
Net
Increase(Decrease)in
Cash and Cash
Equivalents (2,434,955) 2,983,701 172,042
Cash and Cash
Equivalents,
beginning of period 2,606,997 59,150 -
---------- ---------- ----------
Cash and Cash
Equivalents, end of
period $172,042 $3,042,851 $172,042
========== ========== ==========
Supplemental
Disclosure of Cash
Flow Information:
Cash paid during the
period for:
Interest $- $- $-
========== ========== ==========
Taxes - - -
========== ========== ==========
Supplemental
Disclosure of Noncash
Financing Activities:
Stock issued for
oil concession rights $- $800,000 $878,500
========== ========== ==========
Stock issued for
subscription
receivable $- $1,425,063 $-
========== ========== ==========
Supplemental
Disclosures of
Noncash Investing
Activities:
Fair value of assets
acquired other than
cash $- $- $605,000
Liabilities assumed - - (300,000)
Common stock issued - - (5,000)
---------- ---------- ----------
Cost of Acquisition
Net of Cash Acquired $- $- $300,000
========== ========== ==========
Minority interest in $(530,294) $- $(2,051,778)
subsidiary
========== ========== ==========
Reverse acquisition:
Fair value of assets
acquired $- $- $30,774
Liabilities assumed $- $- $(191,207)
Common stock issued - - 26,933
---------- ---------- ----------
Cash Acquired $- $- $(133,500)
========== ========== ==========
____________________
The accompanying notes are an integral part of these consolidated
financial statements.
(d) Notes to Financial Statements
DOVER PETROLEUM CORP. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
September 30, 2003
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.
In January, 2003 the Company acquired interests in White Rock, LLC
to certain oil and gas interests in Colorado for a total
considerations of $58,000.
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,
2002.
The statements of operations for the three and nine months ended
September 30, 2003 and 2002 are not necessarily indicative of
results for the full year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 June 2002 FASB issued Statement of Financial Accounting Standards
No. 146 "Accounting for Costs Associated with Exit or Disposal
Activities" which changed the recognition of certain costs
associated with exit and disposal activities which were previously
recorded as liabilities as of the plan "commitment" date and
effective for exit or disposal activities that are initiated after
December 31, 2002 require that these costs only be recognized as a
liability at the time the liability is incurred.
The Company believes that the adoption of FASB 143, 144, 145 and 146
will have no effect on the Company's operating results or financial
condition.
In January, 2003, the Financial Accounting Standards Board (FASB)
issued interpretation No. 46, "Consolidation of Variable Interest
Entities - an Interpretation of ARB No. 51, "which provides guidance
on the identification of and reporting for variable interest
entities. Interpretation No. 46 expands the criteria for
consideration in determining whether a variable interest entity
should be consolidated. Interpretation No. 46 is effective
immediately for variable interest entities created after January 31,
2003, and to variable interest entities in which an enterprise
obtains an interest after that date. The Company does not expect
the adoption of Interpretation No. 46 to have a significant impact
on its future results of operations or financial condition.
In May, 2003, the FASB issued SFAS 150, "Accounting for Certain
Financial Instruments with characteristics of both Liabilities and
Equity." SFAS 150 requires that certain financial instruments,
which under previous guidance could be accounted for as equity, be
classified as liabilities in statements of financial position
(balance sheets). SFAS 150 is effective for financial instruments
entered into or modified after May 31, 2003, and is otherwise
effective for the Company in the first quarter of the year ending
September 30, 2004. The adoption of SFAS 150 had no impact on the
Company's financial condition or results of operations for the year
ended December 31, 2002, and the Company does not expect the
adoption of this pronouncement to have a significant impact on its
future financial condition or results of operations.
3. COMMITMENTS AND CONTINGENCIES
Litigation
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.
Third Party Plaintiff has filed a motion to dismiss the legal
proceedings, which motion was granted in January, 2004 and summary
judgment made in favor of Third Party Plaintiff. Slaterdome is in
settlement discussion regarding Third Party Plaintiff's
indemnification claim, which is now limited to legal expenses, and
expects it to be resolved shortly.
4. STOCKHOLDERS' LOAN PAYABLE
During the nine months ended September 30, 2003 a stockholder
loaned the company a total of $550,432 in order for the company to
continue operations. This loan is unsecured, payable on demand and
non-interest bearing and it is anticipated that this loan will be
converted into common stock.
5. STOCKHOLDERS' EQUITY
Capital
During the nine months ended September 30, 2003 the Company received
$1,147,650 from the full collection of its stock subscription
receivable at December 31, 2002.
Item 2. 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 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
exploration and possible commercialization of petroleum and natural
gas properties under the Concession Agreement in the East Wadi Araba
Area of the Republic of Egypt (as hereinafter described), in
connection with our ownership interest in Dover Egypt Joint Venture.
In addition, we will be focused on the development of our Wyoming
Assets (as hereinafter described).
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. Dover Egypt funded the required $4,000,000 to Dover
Egypt Joint Venture in 2002 and the first quarter of 2003.
The first exploration phase under the Concession Agreement commenced
in July 2002, and there was a three-year time frame in which to
complete a minimum of two exploration drill holes and expend
$4,000,000. Drilling of the first two exploration holes occurred
during the 4th quarter of 2002 and the first quarter of 2003. While
drilling of EWA-1X did not yield indications of commercial oil
reserves, EWA-2X's drilling results and subsequent engineering tests
indicated a potential for significant commercial oil reserves.
However, drilling problems with EWA-2X prevented us from determining
whether we have commercial oil reserves. Dover Egypt joint venture
expended $5.2 million on its EWA-1X and 2X drilling activities in
2002 and early 2003, including related administrative overhead,
independent reports and inventory. We funded $4 million as per the
joint venture agreement and were responsible for 56.25% of the
approximate $1.2 million in expenditures above the $4 million level.
The re-drilling of EWA-2X (EWA-3X) commenced in mid-December 2003.
As of the date hereof, there are no active, revenue generating
business operations on any of the properties in which Dover Egypt
has an interest.
Our subsidiary, Slaterdome Oil & Gas, Inc. is the owner of the
Wyoming Asset. The Wyoming Asset consist of certain minority
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 our ownership
percentages 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. Cedar Ridge, the operator under certain of
the leases submitted a work proposal to Slaterdome which was
approved, resulting in Slaterdome paying 33.334% of the work
proposal costs ($472,065) to Cedar Ridge in June and July of 2003.
Cedar Ridge has commenced drilling activities in accordance with the
work proposal and Slaterdome expects results from such drilling
activities by the first quarter of 2004.
As of the date hereof, there are no active revenue-generating
business operations on any of the properties in which Slaterdome has
an interest.
In the 3 months ended September 30, 2003, we incurred a loss of
$65,899 in funding our operations. In addition, drilling activities
continued in connection with certain leases related to our Wyoming
Asset . For the 9 months ended September 30, 2003, we incurred
losses of $255,594 in funding our corporate operations and drilling
activities.
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
do not have enough cash reserves, as of December 31, 2003, to fund
our corporate operations and drilling programs in Egypt and Wyoming.
We have been relying on continued funding of our operations by key
shareholders, including our CEO and major shareholder Robert Salna.
We need to raise substantial capital in 2004 to continue operations
as a going concern.
Our executive officers and certain members of the board of directors
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.
Our principal executive officer and our principal financial officer
have 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. Under
rules promulgated by the Securities Exchange Commission (the
"Commission") disclosure controls and procedures are defined as
those controls or other procedures of an issuer that are designed to
ensure that information required to be disclosed by the issuer in
the reports filed or submitted by it under the Securities Exchange
Act (the "Exchange Act") is recorded, processed, filed summarized
and reported, within the time periods specified by the Commission's
rules and forms. Based upon the evaluation of the Company's
disclosure controls and procedures, our principal executive officer
and our principal financial officer have concluded, as of the
Evaluation Date, that such disclosure controls and procedures were
effective. Since the Evaluation Date, there have been no
significant changes in our internal controls or in any other factors
that could significantly affect such controls.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings. Not Applicable.
Item 2. Changes in Securities.
a). Not Applicable.
b). Not Applicable.
c). Not Applicable.
d). Not Applicable.
Item 3. Defaults upon Senior Securities. Not Applicable.
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.
Item 5. Other Information.
At a meeting of our Board of Directors held on December 28,
2003, Robert Salna was appointed as our President, Secretary,
Treasurer, Chief Executive Officer and Chief Financial Officer to
serve in such capacities until such time as a successor to Robert
Salna in any such capacities has been appointed by our Board of
Directors.
Item 6. Exhibits, Lists 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.
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)(5)
31.2 Certification of Chief Executive Officer under Rule
13a-14a/15d-14(a)(5)
32.1 Certification of Chief Financial Officer under Section
1350(5)
32.2 Certification of Chief Executive Officer under Section
1350(5)
99.1 Report of Schlumberger Limited(4)
(1)Filed electronically as part of the Company's Form 10-SB.
(2)Filed electronically as part of the Company's Amendment One to
Form 10-SB.
(3)Filed electronically as part of the Company's Amendment Two to
Form 10-SB.
(4)Filed electronically as part of the Company's Form 10KSB for the
year ended December 31, 2002.
(5)Filed electronically herewith.
(b) Reports on Form 8-K.
Not Applicable.
SIGNATURES
In accordance with the requirements 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: 01/15/04 By: /s/ Robert Salna
-----------------------------
Robert Salna, President and principle
executive officer
Date: 01/15/04 By: /s/ Robert Salna
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Robert Salna, principal financial officer