10QSB 1 form.txt 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 ----------------------------- Robert Salna, principal financial officer