10-K/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                               AMENDMENT NUMBER 2

     [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
          EXCHANGE ACT OF 1934
          For the fiscal year ended September 30, 2003

                                       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 0 - 24012

                            DEEP WELL OIL & GAS, INC.
                      (formerly ALLIED DEVICES CORPORATION)
             (Exact name of registrant as specified in its charter)

             Nevada                                          13 - 3087510
   (State or other jurisdiction                            (I.R.S. Employer
 of incorporation or organization)                        Identification No.)

                         Suite 3175 246 Stewart Green SW
                        Calgary, Alberta, Canada T3H 3C8
               (Address of principal executive offices - Zip code)

                                 (403) 686-6104
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act during the
preceding 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[ ]

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ___

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.  Yes  [X]     No  [ ]

     The aggregate market value of the voting stock held by non-affiliates of
the Registrant (based upon the closing price of the Registrant's common stock on
December 31, 2003 of $0.55 per share) was approximately $90,878. Shares of
common stock held by each executive officer and director of the outstanding
common stock have been excluded in that such persons may be deemed to be
affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

     As of December 31, 2003, the Registrant had approximately 2,165,233 shares
of Common Stock, $.001 par value per share outstanding. This figure accounts
for, or takes into consideration, a reverse split of the Company's common stock
that occurred and became effective on November 21, 2003. For financial statement
purposes, the Company has shown 6,165,233 shares of common stock issued and
outstanding. This incorporates an additional 4 million shares that are to be
issued by the Company as ordered by the Bankruptcy Court.

EXPLANATORY NOTE
This Form 10-K/A for the fiscal year ended September 30, 2003 is being filed in
conjunction with the review of the financial statements and notes contained
herein (Part II, Item 8) by our independent accountants, Madsen & Associates,
CPA's Inc.

All of Parts I, III, and IV, as well as Items 5, 6, and 7A of Part II, of Form
10-K for the fiscal year ended September 30, 2003 filed on January 5, 2004 and
amended on January 28, 2004, are incorporated by reference to this Form 10-K/A.





                            DEEP WELL OIL & GAS, INC.

                                      INDEX

PART II
Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations ...........................................3
Item 8.  Financial Statements and Supplementary Data ........................18
Item 9.  Changes in and Disagreements with Accountants
         on Accounting and Financial Disclosure .............................26
Item 9A. Controls and Procedures ............................................26


PART IV
Item 15. Exhibits and Reports on Form 8-K ...................................27

SIGNATURES  .................................................................29





                                     PART II


Item 7. Management's Discussion and Analysis of Financial Condition
        and Results of Operations


Deep Well Oil & Gas, Inc.
(formerly Allied Devices Corporation)
(Development Stage Company)
Consolidated Balance Sheets

                                                                    Successor    Predecessor    Predecessor
                                                                      Company        Company        Company
                                                                      Sep. 30         Sep. 9        Sep. 30
                                                                         2003           2003           2002
                                                                     (Audited)    (Unaudited)      (Audited)
- -----------------------------------------------------------------------------------------------------------
Assets
Current
Cash                                                             $       --     $       --     $  1,536,299
Accounts receivable, net of allowance for doubtful accounts
   of $nil, $nil and $58,000, respectively                               --             --        2,291,625
Inventories                                                              --             --        5,620,833
Prepaid expenses and other assets                                        --             --          299,511
Income tax refund receivable                                             --             --          294,000
- -----------------------------------------------------------------------------------------------------------
   Total current assets                                                  --             --       10,042,268
- -----------------------------------------------------------------------------------------------------------
Property, plant and equipment, at cost, net of accumulated
   depreciation and amortization                                         --             --        9,368,554
Goodwill and other intangibles, net of accumulated amortization          --
   of $nil, $nil and $1,686,160, respectively                            --             --        5,280,653
Other assets                                                             --             --           63,768
- -----------------------------------------------------------------------------------------------------------
   Total assets                                                  $       --     $       --     $ 24,755,243
- -----------------------------------------------------------------------------------------------------------

Liabilities and Stockholders' (Deficit) Equity
Current
Accounts payable                                                 $       --     $       --     $  2,017,381
Accrued expenses and other current liabilities                           --             --        1,184,787
Current portion of long-term debt and capital lease obligations          --             --       16,478,259
- -----------------------------------------------------------------------------------------------------------
   Total current liabilities                                             --             --       19,680,427
- -----------------------------------------------------------------------------------------------------------
Long-term debt and accrued interest                                      --             --        5,911,033
Other liabilities                                                        --             --          435,980
- -----------------------------------------------------------------------------------------------------------
   Total liabilities                                                     --             --       26,027,440
- -----------------------------------------------------------------------------------------------------------

Stockholders' (Deficit) Equity
Common stock, $.001 par value, authorized 50,000,000 shares,
   issued and outstanding 6,165,233 shares                              6,165          5,049          5,049
Additional paid-in capital                                             43,835      3,520,970      3,520,970
Retained deficit                                                      (50,000)    (3,396,848)    (4,669,045)
- -----------------------------------------------------------------------------------------------------------
   Subtotal                                                              --          129,171     (1,143,026)
Treasury stock, at cost                                                  --         (129,171)      (129,171)
- -----------------------------------------------------------------------------------------------------------
   Total stockholders' deficit                                           --             --       (1,272,197)
- -----------------------------------------------------------------------------------------------------------
   Total liabilities and stockholders' deficit                   $       --     $       --     $ 24,755,243
- -----------------------------------------------------------------------------------------------------------

                                      -3-




Deep Well Oil & Gas, Inc.
(formerly Allied Devices Corporation)
(Development Stage Company)
Consolidated Statements of Operations

                                                                 Predecessor     Predecessor     Predecessor
                                                   Successor         Company         Company         Company
                                                     Company          Period            Year            Year
                                            Period Sep. 10 -   Oct. 1, 2002 -           ended          ended
                                                     Sep. 30          Sep. 9         Sep. 30         Sep. 30
                                                        2003            2003            2002            2001
                                                    (Audited)     (Unaudited)       (Audited)       (Audited)
- ------------------------------------------------------------------------------------------------------------
Net sales                                       $       --      $  9,244,193    $ 18,246,189    $ 29,868,056
   Cost of sales                                        --         8,126,212      14,897,237      22,191,192
   Inventory write-downs                                --              --         2,503,560       2,718,859
- ------------------------------------------------------------------------------------------------------------
Gross profit                                            --         1,117,981         845,392       4,958,005

   Selling, general and administrative
    expenses                                            --         3,255,696       6,175,483       8,031,342
   Write-downs                                        50,000            --         2,323,765            --
   Restructuring expense                                --              --              --           914,785
- ------------------------------------------------------------------------------------------------------------
Income (loss) from operations                        (50,000)     (2,137,715)     (7,653,856)     (3,988,122)
    --------------------------------------------------------------------------------------------------------

   Other (income) expense                               --              --          (173,458)         (7,536)
   Interest expense (net)                               --           527,986       1,809,372       1,706,338
- ------------------------------------------------------------------------------------------------------------
Income (loss) before reorganization
  items and income taxes                             (50,000)     (2,665,701)     (9,289,770)     (5,686,924)
- ------------------------------------------------------------------------------------------------------------

Reorganization items
   Inventory write-downs                                --         4,231,528            --              --
   Write-downs (recoveries)                             --        (8,169,426)           --              --
- ------------------------------------------------------------------------------------------------------------
                                                        --        (3,937,898)           --              --

   Income taxes                                         --              --          (820,714)     (2,030,813)
- ------------------------------------------------------------------------------------------------------------
Net income (loss)                               $    (50,000)   $  1,272,197    $ (8,469,056)   $ (3,656,111)
- ------------------------------------------------------------------------------------------------------------

Net income (loss) per share - basic             $      (0.01)   $       0.26    $      (1.71)   $      (0.74)
- ------------------------------------------------------------------------------------------------------------

Basic weighted average number of
  shares of common stock outstanding               6,165,233       4,948,392       4,948,392       4,935,965
- ------------------------------------------------------------------------------------------------------------

Net income (loss) per share - diluted           $      (0.01)   $       0.26    $      (1.71)   $      (0.74)
- ------------------------------------------------------------------------------------------------------------

Diluted weighted average number of
  shares of common stock outstanding               6,165,233       4,948,392       4,948,392       4,935,965
- ------------------------------------------------------------------------------------------------------------

                                      -4-




Deep Well Oil & Gas, Inc.
(formerly Allied Devices Corporation)
(Development Stage Company)
Consolidated Statements of Stockholders' (Deficit) Equity

                                              Common stock
                                            $0.001 par value                                                 Total
                                         ---------------------    Additional                 Retained    Stockholders'
                                            Number                 Paid-in      Treasury    (Deficit)     (Deficit)
                                          of Shares    Amount      Capital        Stock      Earnings       Equity
- ----------------------------------------------------------------------------------------------------------------------
PREDECESSOR COMPANY
Balance, September 30, 2000               4,947,942   $  4,948   $ 3,624,721   $(129,171)  $ 7,456,122   $ 10,956,620
Net loss                                                                                    (3,656,111)    (3,656,111)
Sale of common stock                            800          1         2,599        --            --            2,600
Shares issued for acquisition               100,000        100       399,900        --            --          400,000
Stock price guarantee
   related to acquisition                      --         --        (506,250)       --            --         (506,250)
- ----------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2001               5,048,742      5,049     3,520,970    (129,171)    3,800,011      7,196,859
Net loss                                                                                    (8,469,056)    (8,469,056)
- ----------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2002               5,048,742      5,049     3,520,970    (129,171)   (4,669,045)    (1,272,197)
UNAUDITED
Net income, Oct. 1, 2002 - Sep. 9, 2003        --         --            --          --       1,272,197      1,272,197
- ----------------------------------------------------------------------------------------------------------------------
Balance, September 9, 2003                5,048,742      5,049     3,520,970    (129,171)   (3,396,848)          --
SUCCESSOR COMPANY (UNAUDITED)
Reverse stock split                      (4,883,509)    (4,884)         --          --            --           (4,884)
Acquisition of corporate entity                --         --          43,835        --            --           43,835
Adoption of fresh start accounting             --         --      (3,520,970)    129,171     3,396,848          5,049
Issuance of common stock                  6,000,000      6,000          --          --                          6,000
Net loss, Sep. 12, 2003 - Sep. 30, 2003        --         --            --          --         (50,000)       (50,000)
- ----------------------------------------------------------------------------------------------------------------------
Balance, September 30, 2003               6,165,233   $  6,165   $    43,835   $    --     $   (50,000)  $       --
- ----------------------------------------------------------------------------------------------------------------------

                                      -5-




Deep Well Oil & Gas, Inc.
(formerly Allied Devices Corporation)
(Development Stage Company)
Consolidated Statements of Cash Flows

                                                                           Predecessor   Predecessor   Predecessor
                                                             Successor         Company       Company       Company
                                                               Company          Period          Year          Year
                                                      Period Sep. 10 -  Oct. 1, 2002 -         ended         ended
                                                               Sep. 30          Sep. 9       Sep. 30       Sep. 30
                                                                  2003            2003          2002          2001
                                                              (Audited)     (Unaudited)    (Audited)     (Audited)
- -------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities
 Net (loss) income                                             (50,000)      1,272,197    (8,469,056)   (3,656,111)
 Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities:
    Depreciation and amortization                                 --           837,864     2,850,147     2,469,080
    Allowance for doubtful accounts                               --              --          (2,000)       (7,000)
    Provision (benefit) for income taxes                          --              --         885,400    (1,112,400)
    Write-downs of assets and goodwill                          50,000      11,593,671     4,827,325     2,718,859
    Recoveries of liabilities                                     --        (4,411,031)         --            --
    Loss (gain) on sale of equipment                              --         2,717,630      (189,903)       (7,536)
    Recoveries of debt and capital lease obligations              --       (13,838,168)         --            --
    Unrealized loss (gain) on interest rate collar                --           (16,003)       47,248       200,000
 Changes in assets and liabilities, net of effects
   from acquisitions:
    Decrease (increase) in:
    Accounts receivable                                           --         2,291,625      (158,352)    2,814,891
    Inventories                                                   --         1,389,305       298,297      (833,626)
    Prepaid expenses and other current assets                     --           (89,650)      249,921      (393,263)
    Income tax refund receivable                                  --           294,000       311,503      (605,503)
    Other assets                                                  --             1,185           (80)      141,047
    (Decrease) increase in:
    Accounts payable and accrued expenses                         --           773,261       715,649    (1,583,237)
    Other liabilities                                             --              --          47,102        50,411
    Income taxes payable                                          --              --            --        (881,801)
- ------------------------------------------------------------------------------------------------------------------
 Total adjustments                                              50,000       1,543,689     9,882,257     2,969,922
- ------------------------------------------------------------------------------------------------------------------
 Net cash provided by (used in) operating activities              --         2,815,886     1,413,201      (686,189)
- ------------------------------------------------------------------------------------------------------------------

 Cash flows from investing activities
 Capital expenditures                                             --            (9,640)      (66,936)     (515,648)
 Business acquisitions, net of cash acquired                      --              --            --        (682,975)
 Proceeds from sale of equipment                                  --         4,260,911          --         180,000
- ------------------------------------------------------------------------------------------------------------------
 Net cash provided by (used in) investing activities              --         4,251,271       (66,936)   (1,018,623)
- ------------------------------------------------------------------------------------------------------------------

 Financing Activities
 Increase (decrease) in bank borrowings                           --              --         200,000     3,900,000
 Principal payments on long-term debt and capital
   lease obligations                                              --        (8,603,456)      (64,688)   (2,777,363)
 Proceeds from equipment financing                                --              --            --         224,111
 Deferred financing costs                                         --              --            --           2,600
- ------------------------------------------------------------------------------------------------------------------
 Net cash provided by (used in) financing activities              --        (8,603,456)      135,312     1,349,348
- ------------------------------------------------------------------------------------------------------------------

 Net increase (decrease) in cash                                  --        (1,536,299)    1,481,577      (355,464)
 Cash, beginning of period                                        --         1,536,299        54,722       410,186
- ------------------------------------------------------------------------------------------------------------------
 Cash, end of period                                              --              --       1,536,299        54,722
- ------------------------------------------------------------------------------------------------------------------

Supplemental disclosure of cash flow information:
Cash paid (received) during the year:
Interest                                                  $       --       $   527,986   $ 1,312,161   $ 1,332,334
Income taxes                                              $       --       $      --     $(2,511,770)  $   691,480
Supplemental schedule of non-cash investing
    and financing:
Equipment (returned) acquired under capital leases        $       --       $      --     $(1,891,889)  $ 4,153,000
Debt change from equipment returned and acquired          $       --       $      --     $ 2,081,791   $      --
Consideration in connection with acquisition paid
    with debt                                             $       --       $      --     $    60,000   $ 3,816,000

                                      -6-




DEEP WELL OIL & GAS, INC.
(FORMERLY ALLIED DEVICES CORPORATION)
(DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   UNAUDITED FINANCIAL STATEMENTS

The Company is filing unaudited financial statements for the period October 1,
2002 to September 9, 2003 (at which point the Company was issued the Bankruptcy
Order) but audited financial statements for the period September 10, 2003 to
September 30,2003.

2.   NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Deep Well Oil & Gas, Inc. (formerly Allied Devices Corporation) (the "Company")
is a development stage company that intends to engage in the oil and gas
exploration business. At this time, the Company is in discussions to acquire
properties or projects involving "heavy oil" projects.

Prior to September 10, 2003, the Predecessor Company, known as Allied Devices
Corporation, was engaged primarily in the manufacture and distribution of
standard and custom precision mechanical assemblies and components throughout
the United States. The Predecessor Company was comprised of Allied Devices
Corporation ("ADCO"), and its wholly owned subsidiaries, Empire - Tyler
Corporation ("Empire") and APPI, Inc. ("APPI"), (collectively the "Predecessor
Company").

REORGANIZATION

On February 19, 2003, the Company filed a Petition for Relief under Chapter 11
of the U.S. Bankruptcy Code in the United States Bankruptcy Court in and for the
Eastern District of New York titled In re: Allied Devices Corporation, et al.,
Chapter 11, Case No. 03-80962-511 ("the Bankruptcy Action").

On July 23, 2003, a Liquidating Plan of Reorganization ("Plan") was filed and
submitted to the Bankruptcy Court for the Court's approval. See Form 8-K/A filed
by the Company on November 25, 2003 for additional information.

On September 10, 2003, after notice to all creditors and a formal hearing, U.S.
Bankruptcy Judge Melanie L. Cyganowski issued an "Order Confirming Liquidating
Plan of Reorganization" in the Bankruptcy Action (hereinafter "Bankruptcy
Order"). In conjunction with that Bankruptcy Order, the Company's liabilities,
among other things, were paid off and extinguished.

The Bankruptcy Order, among other things, implements a change of control whereby
Champion Equities, a Utah limited liability company ("Champion"), a Mr. David
Roff, of Toronto, Canada ("Roff"), and a group of new investors, took control of
the Company. The principal provisions of the Plan, which are authorized and
implemented by the Bankruptcy Order, are the following, which is not an
exhaustive list thereof:

a)   the termination of present management and the present Board of Directors
     and appointment of Mr. David Roff in their place and stead;

b)   giving a Utah entity known as Champion Industries ("Champion"), the power
     and authority to appoint such other directors, in addition to Mr. Roff, as
     Champion, in its sole discretion deems appropriate;

c)   the reverse split of the Company's common capital stock 1-for-30 on the
     basis of 5,048,782 shares issued and outstanding immediately prior to the
     Bankruptcy Order;

d)   authorizing Champion to amend the Company's Articles of Incorporation and
     Bylaws to (i) effect a quasi-reorganization for accounting purposes, (ii)
     provide the maximum indemnification or other protections to the Company's
     officers and directors that is allowed under applicable law, (iii) conform
     to the provisions of the Plan and the corollary Confirmation Order, (iv)
     set the authorized stock of the Company, post-reverse split, at fifty
     million (50,000,000) common capital shares; and (v) take all action
     necessary and appropriate to carry out the terms of the Plan;


                                      -7-




e)   authorizing Champion, without solicitation of or notice to shareholders, to
     issue (i) 2,000,000 post-reverse split shares of the Company's common stock
     to the Company's new management, and (ii) 4,000,000 post-reverse split
     shares, legend free, in the sole and unfettered discretion of Champion;

f)   the Company's Board of Directors, was authorized, without seeking or
     obtaining shareholder approval to take any and all actions necessary or
     appropriate to effectuate amendments to the Company's Certificate of
     Incorporation and/or Bylaws called for under the Plan and the Company's
     Board of Directors and officers was authorized to execute, verify,
     acknowledge, file and publish any and all instruments or documents that may
     be required to accomplish the same; and

g)   the Company's charter is to be amended in conformance with applicable
     bankruptcy rules and the amended charter or bylaws shall, among other
     provisions, authorize the issuance of any new shares while simultaneously
     prohibiting the issuance of nonvoting equity securities to the extent
     required by section 1123(a)(6) of the United States Bankruptcy Code.

After the entry of the Bankruptcy Order, the Company drafted and submitted a
form of Restated and Amended Articles of Incorporation to the Secretary of State
of Nevada implementing the foregoing, including but not limited to other
provisions required of the Company under the Bankruptcy Order.

FRESH START REPORTING

Upon emergence from Chapter 11 proceedings, the Company adopted fresh-start
reporting in accordance with the American Institute of Certified Public
Accountants Statement of Position 90-7, Financial Reporting By Entities in
Reorganization Under the Bankruptcy Code (SOP 90-7). In connection with the
adoption of fresh-start reporting, a new entity has been deemed created for
financial reporting purposes. For financial reporting purposes, the Company
adopted the provisions of fresh-start reporting effective September 10, 2003.
All periods presented prior to September 10, 2003, including the financial
information contained in this quarterly report, have been designated Predecessor
Company.

In adopting the requirements of fresh-start reporting as of September 10, 2003,
the Company was required to value its assets and liabilities at fair value and
eliminate its accumulated deficit as of September 10, 2003. The Company emerged
from Chapter 11 proceedings with no assets and liabilities pursuant to the
Bankruptcy Order and its balance sheet at that time is stated as such.

PRINCIPLES OF CONSOLIDATION

The Successor Company has no subsidiaries.

The consolidated financial statements include the accounts of the Predecessor
Company and its subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.

INVENTORIES

During the first quarter of fiscal 2002, the Predecessor Company changed its
method of inventory costing from last-in first-out (LIFO) to first-in first-out
(FIFO). Prior periods have been restated to reflect this change.

Inventories are valued at the lower of cost (first-in, first-out (FIFO) method)
or market in the Predecessor Company.

                                      -8-




DEPRECIATION AND AMORTIZATION

Property, plant and equipment are stated at cost in the Predecessor Company.
Depreciation and amortization of property, plant and equipment was computed
using the straight-line method over the estimated useful lives of the assets.
The estimated lives were as follows:

Machinery and equipment                                 3 - 10 years
Tools, molds and dies                                        8 years
Furniture, fixtures and office equipment                 5 - 7 years
Buildings and improvements                                  30 years
Leasehold improvements                             Shorter of the lease term
                                                     or the estimated useful
                                                     life of the improvement

INCOME TAXES

Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and tax loss and credit carry forwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rate is recognized in income in the period that includes the
enactment date.

On September 30, 2003, the Successor Company had an available net operating loss
carry forward of $50,000. The tax benefit of $15,000 from the carry forwards has
been fully offset by a valuation reserve because the use of the future tax
benefit is undeterminable since the Company has no operations. The loss
carryover will expire in 2023.

BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding unless the exercise becomes
antidilutive and then only the basic per share amounts are shown in the report.

GOODWILL

The Successor Company has adopted Statement of Financial Accounting Standards
No. 142, "Goodwill and Other Intangible Assets". On September 10, 2003, the
Successor Company assigned the $50,000 purchase price for the corporate entity
as goodwill to its sole reporting unit. At the same time, the Successor Company
conducted an impairment test and determined that the goodwill balance was fully
impaired due to uncertainty with regard to future cash flows and a general lack
of financial resources. In accordance with this impairment, the Successor
Company wrote off the entire goodwill balance against earnings.

The Predecessor Company implemented FAS No. 142 on October 1, 2002. During the
first quarter of the Predecessor Company's fiscal 2003, the entire balance of
$5,230,653 of goodwill was written off as the amount was impaired. As of
September 30, 2002, the net carrying value of goodwill was $5,230,653, which is
net of a write off in fiscal 2002 of $2,323,765 related to an impairment.
Amortization expense during the year ended September 30, 2002, was approximately
$696,000.

LONG-LIVED ASSETS

The Predecessor Company reviewed the carrying values of its long-lived and
identifiable intangible assets for possible impairment whenever events or
changes in circumstances indicated that the carrying amount of the assets may
not be recoverable. Any long-lived assets held for disposal were reported at the
lower of their carrying amounts or fair value less cost to sell. The Predecessor
Company recorded an asset impairment loss of $2,323,765 for the year ended
September 30, 2002.

                                      -9-




REVENUE RECOGNITION

The Predecessor Company recognized sales upon shipment of products. All sales
were shipped F.O.B. shipping point and were not sold subject to a right of
return unless the products are defective. The Predecessor Company's level of
returns arising from defective products had historically been immaterial.

SHIPPING AND HANDLING COSTS

The Predecessor Company recorded its shipping and handling fee costs as required
under EITF No. 00-10, "Accounting for Shipping and Handling Fee Costs."
Accordingly, shipping and handling fee costs were recorded in Sales and Cost of
Sales.

ADVERTISING EXPENSES

Advertising expenses are expensed as incurred in the Predecessor Company.

STOCK BASED COMPENSATION

The Successor Company has no stock based compensation plans.

The Predecessor Company accounted for stock based compensation using the
intrinsic value method as permitted by SFAS No. 123 and accounted for such
transactions in accordance with Accounting Principles Board ("APB") No. 25 and,
as required by SFAS No. 123, provided pro forma information regarding net income
(loss) as if compensation costs for the Predecessor Company's stock plan had
been determined in accordance with the fair value method presented by SFAS No.
123.

USE OF ESTIMATES

In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the dates of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of the Predecessor Company's financial instruments,
including cash, receivables, payables and short-term debt, approximated fair
value as of September 30, 2002. The carrying value of the Predecessor Company's
long-term debt, approximated fair value as of September 30, 2002 based upon the
borrowing rates available to the Predecessor Company for bank loans with similar
terms and average maturities.

CONCENTRATIONS OF RISK

The Predecessor Company extended credit based on an evaluation of its customer's
financial condition, generally without requiring collateral. Exposure to losses
on receivables was principally dependent on each customer's financial condition.
The Predecessor Company monitored its exposure for credit losses and maintained
allowances for anticipated losses. No individual customer was considered to be a
significant risk.

RECENT ACCOUNTING PRONOUNCEMENTS

The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.

                                      -10-



3.   REORGANIZATION ITEMS

As a result of the Bankruptcy Action, the Predecessor Company recognized
reorganization charges for asset write-downs during the period October 1, 2002
to September 9, 2003 as follows:

                                                         Period
                                              October 1, 2002 -
                                              September 9, 2003
- ----------------------------------------------------------------
Write downs:

Inventory                                            $4,231,528
Prepaid expenses and other assets                       479,139
Property, plant and equipment                         1,602,351
Goodwill and other intangibles                        5,280,653
                                                      ---------
                                                    $11,593,671
                                                    ===========

During the period October 1, 2002 to June 30, 2003, the Predecessor Company sold
property, plant and equipment for proceeds of $4,260,911 and recognized a loss
on sale of property, plant and equipment of $2,717,630. The loss on sale of
property, plant and equipment was offset by a waiver of certain prepetition long
term debt owed to a creditor (see below).

As a result of the Bankruptcy Action, the Predecessor Company recognized
recoveries of certain liabilities for the period October 1, 2002 to September 9,
2003 as follows:

                                                                      Period
                                                           October 1, 2002 -
                                                           September 9, 2003
- -----------------------------------------------------------------------------
Recoveries:

Accounts payable                                                  $2,874,206
Accrued expenses and other current liabilities                     1,048,891
Other liabilities                                                    487,934
                                                                  ----------
                                                                  $4,411,031
                                                                  ==========

During the period October 1, 2002 to September 9, 2003, the Predecessor Company
paid $8,603,456 in principal to its secured lenders and capital leaseholders
from proceeds of equipment sales and working capital. As a result of the
Bankruptcy Action, the Predecessor Company recognized recoveries of $8,195,138
of long term debt and capital lease obligations. The Predecessor Company also
sold certain assets to an unsecured creditor, and as part of the sale, received
a waiver of $5,643,030 in prepetition long term debt owed to the creditor.

4.   CAPITAL STOCK

The outstanding common capital stock on February 19, 2003 (the date the Company
filed for bankruptcy) was 5,048,742 shares. As part of the settlement from the
bankruptcy the Company completed a reverse stock split, reducing the outstanding
shares to 165,233, and the rights to issue 6,000,000 post split common shares,
in exchange for $50,000, resulting in total outstanding shares of 6,165,233. On
the report date the 6,000,000 shares were in the process of being issued, and
for reporting purposes the shares are shown as outstanding on September 30,
2003.

5.   ASSET IMPAIRMENT LOSS

In accordance with FAS No. 121 "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of", the Predecessor Company
recorded an impairment loss of $2,323,765 on the goodwill of APPI (including
goodwill from its Martin Machine, Inc. acquisition). Business trends of APPI
indicated that the undiscounted future cash flows for this business were less
than the carrying value of the long-lived assets related to that business. The
loss recognized was the difference between the carrying value of APPI's net
assets and the estimated fair value of those assets based on discounted
estimated future cash flows.

                                      -11-



6.   PREDECESSOR COMPANY RESTRUCTURING

In the third quarter of fiscal 2001, the Predecessor Company developed and began
to implement a cost savings initiative to increase long-term profitability. The
Predecessor Company closed three manufacturing facilities and consolidated these
operations into a new facility in Sanford, Maine, following an orderly
transition of production to the new facility.

Other restructuring costs associated with downsizing included severance for
layoffs throughout the Predecessor Company and professional fees incurred in
restructuring and forbearance negotiations. The Predecessor Company estimated
the costs associated with the restructuring to be approximately $915,000 and
recorded this expense for the year ended September 30, 2001. The restructuring
expense consisted of $243,000 in moving costs paid and $672,000 in accrued
expenses and liabilities. The accrual in fiscal 2001 included approximately
$392,000 ($142,000 in severance, $50,000 in moving costs, and $200,000 in
professional fees with approximately $86,000 remaining at the end of fiscal
2002), and $280,000 in lease abandonment costs (approximately $138,000 remaining
at the end of fiscal 2002).

7.   PREDECESSOR COMPANY ACQUISITIONS

On July 8, 1998, with an effective date of July 1, 1998, the Predecessor Company
acquired the assets and business of APPI from Atlantic Precision Products, Inc.,
a manufacturer of high precision, machined components for original equipment
manufacturers with advanced engineering requirements. The price of net assets
acquired (including assumption of specified liabilities) was made up of cash,
stock, and performance consideration. The consideration was $7,237,500 in cash
and 250,000 shares of the Predecessor Company's common stock. The common stock
portion of the consideration was recorded at $4 per share, the value guaranteed
by the Predecessor Company. On July 9, 2001, the Predecessor Company settled the
stock price guarantee portion of the APPI acquisition by issuing a note to the
seller in the amount of $506,250 with interest thereon at 7% per annum. The note
represented the difference between the guaranteed stock price of $4 per share
and the average stock price from July 6 to July 9, 2001 for 250,000 shares of
stock. The Predecessor Company had recorded this as a long term note payable and
reduction of stockholders' equity. The note was subject to a subordination
agreement between the seller and the Predecessor Company's lending institution.

The performance consideration was a stipulated percentage of the future earnings
(as defined) for APPI for three years. The Predecessor Company's policy with
respect to any such contingent consideration was to record a liability for such
amounts as the defined earnings were achieved. After September 30, 2001 no
further contingent consideration was accrued. As of that date, contingent
consideration of $5,981,061 was recorded as additional goodwill, of which
$1,521,998 was paid in cash and $4,459,063 was delivered in the form of five
year notes, subordinated to the bank credit facility, due through September 30,
2006 bearing interest at 7% per annum, in accordance with the terms of the asset
purchase agreement. The total amount of goodwill amounted to $8,827,797.

On November 15, 2000, the Predecessor Company acquired Martin Machine, Inc.,
("Martin Machine") located in Raymond, Maine. The acquisition was accounted for
using the purchase method of accounting, and results of operations of this

company have been included in the Predecessor Company's consolidated financial
statements from the date of acquisition. Original purchase consideration
amounted to $1,031,000, including the value of 100,000 shares of common stock
(issued immediately following closing), $400,000 in cash, and a $300,000 five
year note payable subordinated to the bank credit facility (Notes 8 and 10), due
through September 30, 2006, bearing interest at 7% per annum. Subsequent to the
closing the Predecessor Company paid an additional $18,912 in cash, which was
recognized as additional goodwill. The total excess of cost over the fair value
of assets acquired amounted to $448,374, which has been recorded as goodwill.

                                      -12-



The Predecessor Company recorded an impairment loss of $2,323,765 on the
goodwill of APPI (including goodwill from its Martin Machine, Inc. acquisition)
during fiscal 2002.

The Predecessor Company wrote off all goodwill during the first quarter of 2003
as a result of impairment. See note 2 for additional detail.

8.   PREDECESSOR COMPANY INVENTORIES

Inventories are summarized as:

                                          September 30,       September 30,
                                                   2003                2002
 ---------------------------------------------------------------------------
 Raw materials                                       -             $634,604
 Work-in-process                                     -            1,043,629
 Finished goods                                      -            3,942,600
                                                   ----           ---------
                                                     -           $5,620,833
                                                   ====          ==========

The Predecessor Company wrote off $4,231,528 and $2,503,560 for the period
October 1, 2002 to September 9, 2003 and the year ended September 30, 2002,
respectively, of inactive, slow moving and excess inventories.

9.   PREDECESSOR COMPANY PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of:

                                                 September 30,   September 30,
                                                          2003            2002
 ------------------------------------------------------------------------------
 Machinery and equipment                                     -     $17,201,771
 Tools, molds and dies                                       -       1,317,591
 Furniture, fixtures and office equipment                    -         675,933
 Leasehold improvements                                      -         266,144
 Building and improvements                                   -          94,520
 Land                                                        -           5,000
                                                           ---      ----------
                                                             -      19,560,959
 Less: accumulated depreciation and amortization             -      10,192,405
                                                           ---      ----------
 Property, plant and equipment (net)                         -       9,368,554
                                                           ===      ==========

Included in machinery and equipment and office equipment at September 30, 2002
is approximately $8,931,000 of equipment under capital lease agreements. At
September 30, 2002, the related accumulated depreciation amounts were
approximately $3,174,000. During fiscal 2002, property, plant and equipment
decreased approximately $2,184,000 and accumulated depreciation decreased
approximately $261,000 as a result of returning to a lessor certain
under-utilized equipment on a capitalized lease in exchange for retirement of
the full amount of related debt outstanding. The Predecessor Company recorded a
related gain of approximately $173,000, net of disposition costs.

During the period October 1, 2002 to September 9, 2003, the Predecessor Company
wrote off $1,602,351 of property, plant and equipment as a result of the
Bankruptcy Action, sold property, plant and equipment for proceeds of $4,260,911
and recognized a loss on sale of property, plant and equipment of $2,717,630.
The loss on sale of property, plant and equipment was offset by a waiver of
certain prepetition long term debt owed to a creditor (see note 2 for additional
information).

Depreciation and amortization expense totaled $837,864, $1,989,000 and
$1,906,000 for the period October 1, 2002 to September 9, 2003 and the years
ended September 30, 2002 and 2001, respectively.

                                      -13-



10.  PREDECESSOR COMPANY CREDIT FACILITIES

In July 1998, the Predecessor Company entered into a new credit agreement with
its existing lender and repaid all amounts due with respect to its previous
credit facility. The new credit agreement provided for a revolving credit loan
and a term note. During fiscal 1999, the revolving credit facility was amended.
Beginning in October 2001, the Predecessor Company and its lenders undertook to
negotiate a Forbearance Agreement, prompted by the Predecessor Company's default
on certain financial covenants contained in its lending agreements. Borrowings
under the revolving credit loan were $7,000,000 at September 30, 2002.

Under the terms of the five and one-half year (66 months) term note, the
Predecessor Company originally borrowed $6,250,000. Interest thereon is computed
at the higher of the bank's prime rate plus 1/2% or a LIBOR rate plus 2.50%. The
weighted average interest rate for fiscal 2002 was 5.17%. The term note was
payable in twenty quarterly installments of principal, which began in March
1999. The quarterly principal installments increased ratably from $150,000 per
quarter during the first year to $400,000 per quarter for the last year plus a
final installment of $950,000 on December 31, 2003. The Predecessor Company had
not made any principal payments since September 30, 2001.

The proceeds of the term note and a portion of the funds drawn against the
revolving credit loan were used to finance the APPI acquisition. In conjunction
with the issuance of the term note, the Predecessor Company issued the lender
warrants to purchase 125,000 shares of its common stock. The value of the
warrants totaled $97,000 and was accounted for as deferred financing costs
(included in other assets) that was being amortized over the term of the credit
agreement.

During the period October 1, 2002 to September 9, 2003, the Predecessor Company
paid $8,603,456 in principal to its secured lenders and capital leaseholders
from proceeds of equipment sales and working capital. As a result of the
Bankruptcy Action, the Predecessor Company recognized recoveries of $8,195,138
of long term debt and capital lease obligations. The Predecessor Company also
sold certain assets to an unsecured creditor, and as part of the sale, received
a waiver of $5,643,030 in prepetition long term debt owed to the creditor. (See
note 2 for additional information.)

The Successor Company emerged from the Chapter 11 proceedings with no assets and
no liabilities and has no credit facility or debt obligations.

11.  PREDECESSOR COMPANY LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

Long-term debt consisted of:

                                                    September 30,    September 30,
                                                             2003             2002
 ----------------------------------------------------------------------------------
 Revolving credit loan                                          -       $7,000,000
 Term note                                                      -        3,712,500
 Acquisition notes plus accrued interest                        -        5,890,697
 Capital lease obligations with varying monthly
    payments and interest rates ranging from 7.2%
    to 9.9% per annum maturing 2003 through
    2006; secured by an interest in specific
    machinery and equipment                                     -        5,786,095
                                                              ---       ----------
    Subtotal                                                    -       22,389,292
 Less: current maturities                                       -       16,478,259
                                                              ---       ----------
 Long-term debt and capital lease obligations                   -        5,911,033
                                                              ===        =========

Deferred financing costs (gross) included in other assets amounted to $297,223
at September 30, 2002. Accumulated amortization amounted to $226,701 at
September 30, 2002.

                                      -14-



The Predecessor Company was in default on certain of its debt agreements at
September 30, 2002, the outstanding amount of which had all been classified as
current.

The Successor Company emerged from the Chapter 11 proceedings with no assets and
no liabilities and has no credit facility or debt obligations. (See notes 2 and
9 for additional information.)

12.  LEASES

The Predecessor Company rented facilities in Hicksville, New York and in
Sanford, Maine under various operating lease agreements expiring through April
2011. In addition, the Predecessor Company was also obligated for two leases in
buildings it no longer occupied in Maine. As part of a restructuring in 2001,
the Predecessor Company expensed $280,000, representing the full amount due
under the remaining lease obligations. Rent expense amounted to approximately
$632,000, $983,000 and $1,003,000 for the period October 1, 2002 to September 9,
2003 and the years ended September 30, 2002 and 2001, respectively.

The Successor Company has no leases.

13.  STOCK BASED COMPENSATION

The Successor Company does
not have a stock based incentive compensation plan. All outstanding options,
warrants and other instruments that were convertible into the Predecessor
Company's common stock were cancelled pursuant to the Bankruptcy Order.

In October 1993, the Board
of Directors of the Predecessor Company adopted an incentive stock option plan.
The Plan, as amended in December 1995, January 1998, and February 2001, allowed
the Board of Directors to issue options to purchase an aggregate of 2,000,000
shares of the Predecessor Company's common stock to key employees.

As of September 30, 2002,
the Predecessor Company had issued options to purchase an aggregate of 1,746,750
shares of the Predecessor Company's common stock to employees and members
of the Predecessor Company's Board of Directors. The Predecessor Company
estimated the fair value of each stock option at the grant date by using the
Black-Scholes option-pricing model with the following weighted average
assumptions used for grants in 2002 and 2001: no dividend yield, expected
volatility of approximately 80.00% to 46.00%, risk free interest rates of 4.72%
to 6.29%, with an expected life of 7.5 to 10 years. If compensation cost for the
Predecessor Company's Stock Option Plan had been determined in accordance
with SFAS No. 123, net income would have been reduced in 2002 and 2001 by
approximately $76,000 and $86,000, respectively, and net (loss) income per
diluted share would have been $(1.73) and $(.76) for each year, respectively.

The following table summarizes information about stock options outstanding at
September 30, 2002:

                                Options Outstanding                      Options Exercisable
                                  Weighted Average       Weighted                   Weighted
                                      Remaining           Average                    Average
                      Number       Contractual Life      Exercise       Number      Exercise
 Exercise Price     Outstanding         (years)           Price      Exercisable       Price
- --------------------------------------------------------------------------------------------
 $0.35                   4,600            2.5            $    0.35        4,600     $   0.35
 $0.35-2.44             55,400            4.6                 1.55       55,400         1.55
 $1.88-2.19             44,500            5.3                 1.91       44,500         1.91
 $1.06-1.31            210,500            6.6                 1.15      208,400         1.16
 $1.03-2.03            944,400            2.4                 1.08      944,400         1.08
 $1.00                 130,000            9.0                 1.00      108,000         1.00
 $0.55-0.91            303,750            9.5                 0.67      260,417         0.64
                     1,693,150            4.9            $    1.05    1,625,717     $   1.05


                                      -15-




Changes in qualified and non-qualified options and warrants outstanding are
summarized as follows:

                                    Warrants                            Options
                                                                                      Weighted
                                                                                      average
                                             Exercise                  Option price   Exercise
                                  Shares      Price          Shares      per share     price
- ----------------------------------------------------------------------------------------------
 Outstanding September 30, 2000    125,000   $  2.00       1,437,900   $0.35 - $3.00  $   1.34
    Granted                             --        --         130,000          $ 1.00  $   1.00
    Cancelled                           --        --        (112,500)  $1.06 - $2.88  $   2.76
 Outstanding September 30, 2001    125,000   $  2.00       1,455,400   $0.35 - $3.00  $   1.20
    Granted                             --        --         303,750   $0.55 - $0.91  $    .67
    Cancelled                           --        --         (66,000)  $1.03 - $3.00  $   2.60
 Outstanding September 30, 2002    125,000   $  2.00       1,693,150   $0.35 - $2.44  $   1.05


At September 30, 2002, there were 1,625,717 options exercisable at a weighted
average exercise price of $1.05. The weighted average fair value of options
granted during fiscal 2002 and 2001 was $ .25 and $ .82, respectively.

14. COMMITMENTS

The Predecessor Company had a discretionary 401(k) plan. For the years ended
September 30, 2002 and 2001, the Predecessor Company contributed $73,153 and
$110,835, respectively.

15. TAXES (BENEFIT) ON LOSS

Provisions for income taxes (benefit) on loss in the consolidated statement of
operations consist of the following:
                                                    Period
                                         October 1, 2002 -       September 30,       September 30,
                                         September 9, 2003                2002                2001
 --------------------------------------------------------------------------------------------------
 Current:
    Federal                                              -        $(1,686,714)          $(854,496)
    State                                                -            (19,000)            (64,317)
                                                       ---         -----------           ---------
 Total current:                                          -         (1,705,714)           (918,813)
                                                       ---         -----------           ---------
 Deferred:
    Federal                                              -             823,000         (1,034,000)
    State                                                -              62,000            (78,000)
                                                       ---         -----------           ---------
 Total deferred                                          -             885,000         (1,112,000)
                                                       ---         -----------           ---------
 Total taxes (benefit) on income (loss)
                                                         -          $(820,714)        $(2,030,813)
                                                       ===          ==========        ============


Deferred tax (assets) liabilities consist of the following:
                                                               September 30,       September 30,
                                                                        2003                2002
 ------------------------------------------------------------------------------------------------
 Tax depreciation in excess of book                                        -          $1,226,000
 Impairment of goodwill                                             (15,000)           (871,000)
 Investment tax credit carryforward                                        -            (36,000)
 Restructuring                                                             -            (46,000)
 Provision for accounts receivable                                         -            (22,000)
 Inventory capitalization                                                  -            (68,000)
 Other temporary differences -- net                                        -           (134,000)
 Accrued expenses                                                          -           (190,000)
 Net operating loss carryforward                                           -         (2,484,000)
 Less valuation allowance                                             15,000           2,625,000
                                                                   =========          ----------
 Net deferred tax (assets)                                         $       -         $         -
                                                                   =========          ==========

The Successor and Predecessor Companies provided a 100% valuation allowance
against the net deferred tax assets.

                                      -16-



16. GOING CONCERN

The Company intends to seek business opportunities that will provide a profit,
however, the Company does not have the working capital necessary to be
successful in this effort, which raises substantial doubt about its ability to
continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through short term
related party loans, and equity funding, which will enable the Company to
operate for the coming year.


                                      -17-




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


MADSEN & ASSOCIATES. CPA's INC.                             684 East Vine St. #3
Certified Public Accountants and Business Consultants         Murray, Utah 84107
Member SEC Practice Section of the AICPA                  Telephone 801-268-2632
                                                                Fax 801-262-3978

Board of Directors
Deep Well Oil & Gas, Inc.
Toronto, Ontario, Canada


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have audited the accompanying balance sheet of Deep Well Oil & Gas, Inc.
(development stage company) at September 30, 2003 and the statements of
operations, stockholders' equity, and cash flows for the period September 10,
2003 to September 30, 2003. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the over all
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Deep Well Oil & Gas, Inc. at
September 30, 2003 and the statements of operations, and cash flows for the
period September 10, 2003 to September 30, 2003 in conformity with accounting
principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company will need additional
working capital for its planned activity, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are described in the notes to the financial statements. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.



Salt Lake City, Utah
February 10, 2004                    s\Madsen & Associates, CPA,s Inc.


                                      -18-




                            DEEP WELL OIL & GAS, INC.
                           (Development Stage Company)
                                  BALANCE SHEET
                               September 30, 2003


ASSETS
CURRENT ASSETS

   Cash                                                            $    -
                                                                   -------
       Total Current Assets                                        $    -
                                                                   =======

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES

   Accounts payable                                                $    -
                                                                   -------
       Total Current Liabilities                                        -
                                                                   -------

STOCKHOLDERS' EQUITY

   Common stock
       50,000,000 shares authorized at $0.001 par value;
       6,165,233 shares issued and outstanding                       6,165
    Capital in excess of par value                                  43,835
    Deficit accumulated during development stage - dated
              September 10, 2003 - note 1                          (50,000)
                                                                   -------

         Total Stockholders' Equity (Deficiency)                        -
                                                                   -------
                                                                   $    -
                                                                   =======

    The accompanying notes are an integral part of these financial statements

                                      -19-




                            DEEP WELL OIL & GAS, INC.
                           (Development Stage Company)
                             STATEMENT OF OPERATIONS
                        For the Period September 10, 2003
                              to September 30, 2003


 REVENUES                                                          $        -

 EXPENSES                                                              50,000
                                                                   ----------
      NET LOSS                                                     $   50,000
                                                                   ==========

 NET LOSS PER COMMON SHARE

    Basic and diluted                                              $     (.01)
                                                                   ----------

 WEIGHTED AVERAGE
    OUTSTANDING SHARES

     Basic                                                          6,165,233
                                                                   ----------

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

                                      -20-




                            DEEP WELL OIL & GAS, INC.
                           (Development Stage Company)
                  STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
             For the Period September 10, 2003 to September 30, 2003

                                                                   Capital
                                               Common Stock       Deficiency
                                          --------------------     in Excess     Accumulated
                                            Shares     Amount    of Par Value      Deficit
                                          ---------   -------    ------------    -----------

Balance September 10, 2003 - note 1         165,233   $   165    $       (165)   $         -

Issuance of common stock pursuant
   to bankruptcy agreement
   September 10, 2003 - notes 1&4         6,000,000     6,000          44,000              -


Net operating loss for the period
    September 10  to September 30, 2003           -         -            -           (50,000)

Balance September 30,  2003               6,165,233   $ 6,165    $     43,835    $  ( 50,000)
                                          =========   =======    ============    ===========

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

                                      -21-




                            DEEP WELL OIL & GAS, INC.
                           (Development Stage Company)
                             STATEMENT OF CASH FLOWS
                        For the Period September 10, 2003
                              to September 30, 2003

CASH FLOWS FROM
   OPERATING ACTIVITIES

   Net loss                                                          $  (50,000)

   Adjustments to reconcile net loss to
   net cash provided by operating activities

          Issuance of common capital stock for expenses - note 1         50,000

               Net Change in Cash from Operations                             -
                                                                     ----------

CASH FLOWS FROM INVESTING
   ACTIVITIES                                                                 -
                                                                     ----------

CASH FLOWS FROM FINANCING
   ACTIVITIES                                                                 -
                                                                     ----------

     Net Increase  (Decrease) in Cash                                         -
   Cash at Beginning of Period                                                -
                                                                     ----------
   Cash at End of Period                                             $        -
                                                                     ==========

SCHEDULE OF NONCASH OPERATING ACTIVITIES

Issuance of 6,000,000 common shares pursuant
to bankruptcy agreement - expenses                                   $   50,000
                                                                     ----------

    The accompanying notes are an integral part of these financial statements

                                      -22-




                            DEEP WELL OIL & GAS, INC.
                           (Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003

1. ORGANIZATION

The Company, and its former subsidiaries, were engaged in the manufacture and
distribution of standard and custom precision mechanical assemblies and
components throughout the United States.

On February 19, 2003 the Company filed a petition for bankruptcy in the United
States Bankruptcy Court under Chapter 11 in the Eastern District of New York
titled "Allied Devices Corporation, Case No. 03-80962-511". The Company emerged
from bankruptcy pursuant to a Bankruptcy Court Order entered on September 10,
2003 with no remaining assets or liabilities.

The terms of the bankruptcy settlement included (1) a reverse common stock split
of 30 shares of outstanding stock for one share (2) increasing the authorized
common capital stock from 25,000,000 to 50,000,000 shares with a par value of
$.001 (3) a change in the name of the Company from "Allied Devices Corporation"
to "Deep Well Oil & Gas, Inc." (4) and the authorization for the issuance of
2,000,000 post split restricted common shares and 4,000,000 post split common
shares in exchange for $50,000, which was paid into the bankruptcy court by the
recipients of the shares.

Restated and amended articles of incorporation completing the terms of the
bankruptcy have been filed in the state of Nevada.

This report has been prepared showing the name "Deep Well Oil & Gas, Inc." and
the post split common stock, with $.001 par value, from inception. The
accumulated deficit has been restated to zero and dated September 10, 2003 with
the statement of operations to begin on that date.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods
- ------------------
The Company recognizes income and expenses based on the accrual method of
accounting.

Dividend Policy
- ---------------
The Company has not yet adopted a policy regarding payment of dividends.

Financial and Concentrations Risk
- ---------------------------------
The Company does not have any concentration or related financial credit risk.

                                      -23-




                            DEEP WELL OIL & GAS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes
- ------------
The Company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
the differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect, when the differences are expected to reverse. An allowance against
deferred tax assets is recorded, when it is more likely than not, that such tax
benefits will not be realized.

On September 30, 2003, the Company had a net operating loss available for carry
forward of $50,000. The income tax benefit of approximately $15,000 from the
loss carry forward has been fully offset by a valuation reserve because the use
of the future tax benefit is undeterminable since the Company has no operations.
The loss carryover will expire in 2023.

Revenue Recognition
- -------------------
Revenue is recognized on the sale and delivery of a product or the completion of
a service provided.

Advertising and Market Development
- ----------------------------------
The company expenses advertising and market development costs as incurred.

Basic and Diluted Net Income (Loss) Per Share
- ---------------------------------------------
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes antidilutive
and then only the basic per share amounts are shown in the report.

Financial Instruments
- ---------------------
The carrying amounts of financial instruments are considered by management to be
their estimated fair values.

                                      -24-




                            DEEP WELL OIL & GAS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2003

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Estimates and Assumptions
- -------------------------
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.

Recent Accounting Pronouncements
- --------------------------------
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.

3.  SIGNIFICANT TRANSACTIONS WITH  RELATED PARTIES

An officer-director, or his controlled entity, has acquired 32% of the Company's
outstanding common capital stock.

4.  COMMON CAPITAL STOCK

The outstanding common capital stock on February 19, 2003 (the date the Company
filed for bankruptcy) was 5,048,742 shares. As part of the settlement from the
bankruptcy the Company completed a reverse stock split, reducing the outstanding
shares to 165,233, and the rights to issue 6,000,000 post split common shares,
in exchange for $50,000, resulting in total outstanding shares of 6,165,233.
(note 1) On the report date the 6,000,000 shares were in the process of being
issued, and for reporting purposes the shares are shown as outstanding on
September 30, 2003.

5.  GOING CONCERN

The Company intends to seek business opportunities that will provide a profit,
however, the Company does not have the working capital necessary to be
successful in this effort, which raises substantial doubt about its ability to
continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through short term
related party loans, and equity funding, which will enable the Company to
operate for the coming year.

                                      -25-



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

On February 9, 2004, we changed accountants from Sellers & Andersen, L.L.C. to
Madsen & Associates, CPA's, Inc. We decided to dismiss Sellers & Andersen,
L.L.C. as our independent accountants. Sellers & Andersen, L.L.C.'s report
on the financial statements for the period from September 10, 2003 to September
30, 2003 as contained in Forms 10-K and 10-K/A, which were filed on January 5,
2004 and January 28, 2004, respectively, were not subject to an adverse or
qualified opinion or a disclaimer of opinion and were not modified as to
uncertainty, audit scope or accounting principles for the period from September
10, 2003 to September 30, 2003 or for either of the past two years. Sellers &
Andersen, L.L.C.'s report on the financial statements for the period from
September 10, 2003 to September 30, 2003 raises substantial doubt about our
ability to continue as a going concern and that our continuation as a going
concern is dependent upon obtaining additional working capital. The decision to
change accountants was approved by our Board of Directors. During the period
from our engagement of Sellers & Andersen, L.L.C. on March 20, 2003 to the
date we dismissed Sellers & Andersen, L.L.C. on February 9, 2004, there were
no disagreements with Sellers & Andersen, L.L.C. related to accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of Sellers &
Andersen, L.L.C. would have caused Sellers & Andersen, L.L.C. to make reference
to the subject matter of the disagreement in connection with its report.

Effective March 20, 2003, BDO Seidman, LLP resigned as our independent auditors.
Sellers and Andersen, LLC were appointed as our new independent accountants. Our
Board of Directors approved this action on November 10, 2003. During the last
two fiscal years ended September 30, 2002 and 2001 and the subsequent periods to
March 20, 2003 (i) there were no disagreements between us and BDO Seidman, LLP
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure which, if not resolved to the
satisfaction of BDO Seidman, LLP would have caused BDO Seidman, LLP to make
reference to the matter in its reports on our financial statements, and (ii) BDO
Seidman, LLP's reports did not contain an adverse opinion or a disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope, or
accounting principles. During the last two most recent fiscal years ended
September 30, 2002 and 2001 and the subsequent periods to March 20, 2003, there
were no reportable events as the term described in Item 304(a)(1)(iv) of
Regulation S-B. BDO Seidman, LLP's opinion in its report on our financial
statements for the year ended September 30, 2002 and 2001, expressed substantial
doubt with respect to our ability to continue as a going concern.

We have not previously consulted with Sellers and Andersen, LLC regarding the
application of accounting principles to a specific completed or contemplated
transaction or the type of audit opinion that might be rendered on our financial
statements.

ITEM 9A. CONTROLS AND PROCEDURES

As of September 30, 2003, the end of the period covered by this report, an
evaluation was performed under the supervision and with the participation of our
management, including our Principal Executive Officer and Principal Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures to ensure that information required to be disclosed by
the Company in the reports filed or submitted by it under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported as specified in the Securities and Exchange Commission's rules and
forms, and include controls and procedures designed to ensure that information
required to be disclosed by the Company in such reports is accumulated and
communicated to the Company's management, as appropriate, to allow timely
decisions regarding required disclosure. Based on that evaluation, our
management, including our Principal Executive Officer and Principal Financial
Officer, concluded that our disclosure controls and procedures were effective as
of September 30, 2003.

                                      -26-



There have been no changes in our internal control over financial reporting
during the last quarter, which ended September 30, 2003, that have materially
affected or are reasonably likely to materially affect, our internal control
over financial reporting.

Since the Company filed its Form 10-K for the year ended September 30, 2002, the
Company has entered and emerged from Chapter 11 protection under the U.S.
Bankruptcy Code with a new board of directors and new management. The Company
contracted the past management of the Company, including its Chief Financial
Officer, to assist in the preparation of the financial statements presented
herein (for the Predecessor Company) and believes that the control environment
that existed to prepare this financial information has not materially affected,
or is not reasonably likely to materially affect, our internal control over
financial reporting.


PART IV

ITEM 15. EXHIBITS AND REPORTS ON FORM 8-K

EXHIBITS
31.1 -  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 -  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 -  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 -  Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

We hereby incorporate the following additional documents by reference: (a) our
Form 10-K for the year ended September 30, 2003 which was filed on January 5,
2004 and amended on January 28, 2004; and (b) our Forms 10-Q and amendments
thereto for the quarter ended December 31, 2002, which was filed on December 11,
2003; for the quarter ended March 31, 2003, which was filed on December 12,
2003; and for the quarter ended June 30, 2003, which was filed on December 15,
2003.

                                      -27-



REPORTS ON FORM 8-K

The Company has filed the following Form 8-K's since it filed a Form 10-K for
the year ended September 30, 2002 with the SEC on January 14, 2003:

o    February 20, 2003 - Form 8-K filed to announce the Company's voluntary
     filing for relief under Chapter 11 of the U.S. Bankruptcy Code.
o    April 15, 2003 - Form 8-K filed with a press release announcing that the
     Company's auditors had declined to continue as auditors of the Company and
     that the Company intended at the time to wind down its operations and
     liquidate its assets.
o    November 18, 2003 - Form 8-K filed to announce the Company's emergence from
     Chapter 11 of the U.S. Bankruptcy Code, the change in control of the
     Company, the change in the Company's certifying accountant and the changes
     in the Company's directors.
o    November 25, 2003 - Form 8-K/A filed to amend the Company's discussion of
     the change in the Company's certifying accountant.
o    On February 23, 2004, we filed Form 8-K to disclose a change in auditors.
o    On March 5, we filed Form 8-K to report on Items 1, 3, 5, 6 and 7 regarding
     a change in control, a stock split, an amendment to our articles of
     incorporation, resignation of our director, and bankruptcy disclosure.
o    On April 28, 2004, we filed a Form 8-K/A regarding the change in the
     Company's certified accountant.
o    On May 7, 2004, we filed Form 8-K to report on Items 5 and 7 regarding
     a forward stock split, and an amendment to our articles of incorporation.

                                      -28-




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

DEEP WELL OIL & GAS, INC.

May 10, 2004

/s/Steven Gawne
Steven Gawne, President, Chief (Principal) Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

/s/Steven Gawne
Steven Gawne, President, Chief (Principal) Executive Officer
May 10, 2004

/s/Curtis Sparrow
Curtis Sparrow, Chief (Principal) Financial Officer, Director
May 10, 2004

/s/Horst Schmid
Horst Schmid, Chairman of the Board of Directors
May 10, 2004

/s/Len Bolger
Len Bolger, Director
May 10, 2004


                                      -29-

EX-31

Exhibit 31.1

       CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302
                       OF THE SARBANES-OXLEY ACT OF 2002

I, Steven Gawne, certify that:

1. I have reviewed this amended annual report on Form 10-K/A of Deep Well Oil &
Gas, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of Deep Well Oil &
Gas, Inc. as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Deep
Well Oil & Gas, Inc. and have:
     a. Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;
     b. Designed such internal control over financial reporting, or caused such
     internal control over financial reporting to be designed under our
     supervision, to provide reasonable assurance regarding the reliability of
     financial reporting and the preparation of financial statements for
     external purposes in accordance with generally accepted accounting
     principles;
     c. Evaluated the effectiveness of Deep Well Oil & Gas, Inc.'s disclosure
     controls and procedures and presented in this report our conclusions about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and
     d. Disclosed in this report any change in Deep Well Oil & Gas, Inc.'s
     internal control over financial reporting that occurred during Deep Well
     Oil & Gas, Inc.'s most recent fiscal quarter (the registrant's fourth
     fiscal quarter in the case of an annual report) that has materially
     affected, or is reasonably likely to materially affect, Deep Well Oil &
     Gas, Inc.'s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to Deep
Well Oil & Gas, Inc.'s auditors and the audit committee of Deep Well Oil & Gas,
Inc.'s board of directors (or persons performing the equivalent functions):
     a. All significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the registrant's ability to record, process,
     summarize and report financial information; and
     b. Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal control
     over financial reporting.


Date: May 10, 2004

/s/ Steven Gawne
Steven Gawne
President/Chief (Principal) Executive Officer

EX-31

Exhibit 31.2

       CERTIFICATION ACCOMPANYING PERIODIC REPORT PURSUANT TO SECTION 302
                        OF THE SARBANES-OXLEY ACT OF 2002

I, Curtis J. Sparrow, certify that:

1. I have reviewed this amended annual report on Form 10-K/A of Deep Well Oil &
Gas, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of Deep Well Oil &
Gas, Inc. as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Deep
Well Oil & Gas, Inc. and have:
     a. Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report is being
     prepared;
     b. Designed such internal control over financial reporting, or caused such
     internal control over financial reporting to be designed under our
     supervision, to provide reasonable assurance regarding the reliability of
     financial reporting and the preparation of financial statements for
     external purposes in accordance with generally accepted accounting
     principles;
     c. Evaluated the effectiveness of Deep Well Oil & Gas, Inc.'s disclosure controls and
     procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of the end of
     the period covered by this report based on such evaluation; and
     d. Disclosed in this report any change in Deep Well Oil & Gas, Inc.'s internal control
     over financial reporting that occurred during Deep Well Oil & Gas, Inc.'s most recent
     fiscal quarter (the registrant's fourth fiscal quarter in the case of an
     annual report) that has materially affected, or is reasonably likely to
     materially affect, Deep Well Oil & Gas, Inc.'s internal control over financial
     reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to Deep
Well Oil & Gas, Inc.'s auditors and the audit committee of Deep Well Oil & Gas,
Inc.'s board of directors (or persons performing the equivalent functions):
     a. All significant deficiencies and material weaknesses in the design or
     operation of internal control over financial reporting which are reasonably
     likely to adversely affect the registrant's ability to record, process,
     summarize and report financial information; and
     b. Any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal control
     over financial reporting.


Date: May 10, 2004

/s/ Curtis J. Sparrow
Curtis J. Sparrow
Chief (Principal) Financial Officer

EX-32

Exhibit 32.1
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Deep Well Oil & Gas, Inc. ("the
Company") on Form 10-K/A for the period ended September 30, 2003 filed with the
Securities and Exchange Commission on the date hereof ("the Report"), I, Steven
Gawne, Chief (Principal) Executive Officer and President, certify, pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to my knowledge:

     (1)  the Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  the information contained in the Report fairly presents, in all
          material respects, the financial condition and result of operations of
          the Company.


Date: May 10, 2004

/s/ Steven Gawne
Steven Gawne
President/Chief (Principal) Executive Officer

EX-32

Exhibit 32.2
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Deep Well Oil & Gas, Inc. ("the
Company") on Form 10-K/A for the period ended September 30, 2003 filed with the
Securities and Exchange Commission on the date hereof ("the Report"), I, Curtis
J. Sparrow, Chief (Principal) Financial Officer, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that to my knowledge:

     (1)  the Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  the information contained in the Report fairly presents, in all
          material respects, the financial condition and result of operations of
          the Company.


Date: May 10, 2004

/s/ Curtis J. Sparrow
Curtis J. Sparrow
Chief (Principal) Financial Officer