10QSB

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

                                   FORM 10-QSB

[X]  Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934 for the quarterly period ended March 31, 2004
                                       or
[ ]  Transition report under Section 13 or 15(d) of the Exchange Act for the
     transition period from ________ to ________.

                                                Commission file number 000-24012

                              DEEP WELL OIL & GAS, INC.
        (Exact Name of Small Business Issuer as Specified in Its Charter)

             Nevada                                        13 - 3087510
  (State or Other Jurisdiction of                        (I.R.S. Employer
   Incorporation or Organization)                       Identification No.)

                        246 Stewart Green S.W. Suite 3175
                         Calgary, Alberta T3H 3C8 Canada
                    (Address of Principal Executive offices)

                                 (403) 686-6104
                (Issuer's Telephone Number, Including Area Code)

Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  Yes [X]    No [ ]

Applicable Only to Issuers Involved in Bankruptcy Proceedings During the
Preceding Five Years:
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes [X] No [ ]

Number of shares of common stock outstanding as of May 21, 2004, the payable
date of a three (3) for one (1) forward stock split: 37,011,468.

Transitional Small Business Disclosure Format (Check one): Yes [X]   No [ ]





                                      INDEX


PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements................................................3

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations.........................................9

Item 3.  Controls and Procedures............................................13


PART II  OTHER INFORMATION

Item 1.  Legal Proceedings..................................................14

Item 2.  Changes in Securities..............................................14

Item 3.  Defaults Upon Senior Securities....................................14

Item 4.  Submission of Matters to a Vote of Security Holders................14

Item 5.  Other Information..................................................14

Item 6.  Exhibits and Reports on Form 8-K...................................15





PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements


                            DEEP WELL OIL & GAS, INC.
                           (Development Stage Company)
                                 BALANCE SHEETS
                      March 31, 2004 and September 30, 2003

                                                   (unaudited)     (restated)
                                                  Mar 31, 2004   Sept 31, 2003
                                                  ------------   -------------
ASSETS
CURRENT ASSETS
   Cash                                            $       -      $        -
                                                   ----------     -----------
       Total Current Assets                        $       -      $        -
                                                   ==========     ===========

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
   Accounts payable                                $   44,440     $        -
                                                   ----------     -----------
       Total Current Liabilities                       44,440              -
                                                   ----------     -----------

STOCKHOLDERS' DEFICIENCY
   Common stock
       50,000,000 shares authorized at
       $0.001 par value; 12,337,156
       shares issued and outstanding                   12,337          12,337
   Capital in excess of par value                      37,663          37,663
   Deficit accumulated during development stage
     - dated September 10, 2003 - note 1              (94,440)        (50,000)
                                                   ----------     -----------
         Total Stockholders' Deficiency               (44,440)             -
                                                   ----------     -----------
                                                   $       -      $        -
                                                   ----------     -----------

    The accompanying notes are an integral part of these financial statements

                                      -3-




                            DEEP WELL OIL & GAS, INC.
                           (Development Stage Company)
                             STATEMENT OF OPERATIONS
                                   (unaudited)
       For the Three and Six Months Ended March 31, 2004 and 2003 and the
       Period September 10, 2003 (date of inception of development stage)
                                to March 31, 2004

                                          Predecessor              Predecessor
                                            Company                  Company
                                          (in 1,000's)             (in 1,000's)
                                          Three Months              Six Months
                                          ------------             ------------  Sept 10, 2003
                                Mar 31,     Mar 31,       Mar 31,      Mar 31,    to Mar 31,
                                 2004        2003          2004         2003         2004
                               ---------   ---------    ---------   ---------    -------------
REVENUES                       $      -    $   3,502    $      -    $   7,336     $        -

COST OF SALES                         -        3,142           -        6,701              -
                               ---------   ---------    ---------   ---------    -------------
   Gross profit                                  360                      635

SELLING AND ADMINISTRATIVE        20,430       1,266       44,440       2,517          94,440
                               ---------   ---------    ---------   ---------    -------------
   Loss from operations          (20,430)       (906)     (44,440)     (1,882)        (94,440)

OTHER INCOME AND EXPENSES
   Interest expense                             (140)          -         (528)             -
   Reorganization write downs                   (694)          -      (10,899)             -
                               ---------   ---------    ---------   ---------    -------------
NET LOSS                       $ (20,430)  $  (1,740)   $ (44,440)  $ (13,309)    $  (94,440)
                               =========   =========    =========   =========    =============

NET LOSS PER COMMON SHARE
   Basic and diluted           $      -    $    (.35)   $      -    $   (2.69)
                               ---------   ---------    ---------   ---------

WEIGHTED AVERAGE
   OUTSTANDING SHARES
   Basic (stated in 1,000's)      12,337       4,948       12,337       4,948
                               ---------   ---------    ---------   ---------

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

                                      -4-





                            DEEP WELL OIL & GAS, INC.
                           (Development Stage Company)
                             STATEMENT OF CASH FLOWS
                                   (Unaudited)
            For the Six Months Ended March 31, 2003 and 2002 and the
       Period September 10, 2003 (date of inception of development stage)
                              to December 31, 2003

                                                                  Predecessor
                                                                    Company
                                                                  (In 1,000's)        Sept 10, 2003
                                               Mar 31, 2004      Mar  31, 2003       to Mar 31, 2004
                                               ------------      -------------       ---------------
CASH FLOWS FROM
  OPERATING ACTIVITIES
   Net loss                                     $  (44,440)       $   (13,309)         $   (94,440)

   Adjustments to reconcile net loss to
   net cash provided by operating activities
     Depreciation and amortization                      -                 837                   -
     Reorganization write downs                         -              10,867                   -
     Issuance of common capital stock
     for expenses                                       -                  -                50,000
     Net changes in current assets and
     liabilities                                    44,440              1,800               44,440
                                               ------------      -------------       ---------------
       Net Change in Cash from Operations               -                 195                   -
                                               ------------      -------------       ---------------

CASH FLOWS FROM INVESTING
  ACTIVITIES
     Purchase of equipment                              -                 (10)                  -
                                               ------------      ------------        ---------------

CASH FLOWS FROM FINANCING
  ACTIVITIES                                                                                    -
                                                                                     ---------------
     Change in long term debt                           -                (122)                  -
                                               ------------      ------------        ---------------
       Net Change in Cash                               -                  63                   -

   Cash at Beginning of Period                          -               1,536                   -
                                               ------------      ------------        ---------------
   Cash at End of Period                        $       -         $     1,599          $        -
                                               ============      =============       ===============

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

                                      -5-




                            DEEP WELL OIL & GAS, INC.
                           (Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004

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.

Subsequent to the bankrutpcy on February 27, 2004 the Company completed a
forward stock split of two shares for each outstanding share.

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.

                                      -6-




                            DEEP WELL OIL & GAS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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 March 31, 2004, the Company had a net operating loss available for carry
forward of $94,440. The income tax benefit of approximately $28,000 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 2024.

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

Advertising and Market Development
The company will expense 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 any common 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.

                                      -7-




                            DEEP WELL OIL & GAS, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                 March 31, 2004

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

Officer-director's, their families, or their controlled entities, have acquired
36% of the Company's outstanding common capital stock.

4. 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.

                                      -8-



Item 2.  Management's Discussion and Analysis of Financial Condition and
Results of Operation

EXLANATORY NOTE REGARDING FRESH START REPORTING
Upon emergence from Chapter 11 proceedings, we 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, we 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, reflect the Predecessor Company. In adopting the requirements
of fresh-start reporting as of September 10, 2003, we are required to value our
assets and liabilities at fair value and eliminate any accumulated deficit as of
September 10, 2003. We emerged from Chapter 11 proceedings with no assets and
liabilities pursuant to the Bankruptcy Order. Because our current business,
heavy oil and gas exploration, has no relevance to the Predecessor Company,
there is no basis for financial comparisons between our current operations and
the predecessor company. Accordingly, we are including our Plan of Operations
pertaining to our current business focus.

Forward-Looking Statements.
The following discussion and analysis contains forward looking statements and
should be read in conjunction with our financial statements and related notes.
For purposes of this discussion, Deep Well Oil & Gas, Inc. is referred to
herein as "we," "us," or "our." This discussion and analysis contains
forward-looking statements based on our current expectations, assumptions,
estimates and projections overview. The words or phrases "believe," "expect,"
"may," "should," "anticipates" or similar expressions are intended to identify
"forward-looking statements". Actual results could differ materially from those
projected in the forward-looking statements as a result of the following risks
and uncertainties, including (a) because we are a development stage company with
a limited operating history and a poor financial condition, you will be unable
to determine whether we will ever become profitable; (c) our Plan of Operations
has been delayed due to lack of financing; (d) our Plan of Operations involves
substantial estimated costs of $14,800,000 and if we are unable to obtain
financing of that amount to pursue our Plan of Operations, we will have to
curtail our operations or we may be unable to pursue our Plan of Operations and
you may lose your entire investment; (e) our business may be adversely affected
by regulatory costs which would negatively affect our potential profitability;
(f) if we fail to conduct adequate due diligence regarding potential alliances
or acquisitions, we will be subject to increased costs and operational
difficulties; (g) if we do acquire acquisitions, our operations will be
negatively affected if we cannot effectively integrate such acquired operations;
(h) our management decisions are made by our President/Chief Executive Officer,
Steven Gawne, and if we lose his services, our operations will be negatively
impacted; (h) we plan to issue our common stock if and when we are able to
complete acquisitions, which will substantially dilute the value of your shares;
and (i) we face strong competitive forces from large heavy oil producing
companies, which may negatively affect our ability to conduct our operations.

                                      -9-




Currently, we have zero cash and otherwise have insufficient funds to conduct
our Plan of Operations. Accordingly, our Plan of Operations will be delayed
until such time that we obtain sufficient funding, as follows:

 Annual
Type Expenditures          Estimated Amount
- --------------------      ------------------
Salaries*                        $750,000
- --------------------      ------------------
Operating Expenses**             $960,000
- --------------------      ------------------
Exploration (land)             $1,000,000
- --------------------      ------------------
Drilling Operations            $8,000,000
- --------------------      ------------------
Regulatory costs                 $100,000
- --------------------      ------------------
Engineering
Consultants                      $500,000
- --------------------      ------------------
Surveys & Land                   $500,000
- --------------------      ------------------
3D Seismic                     $3,000,000
- --------------------      ------------------
Total                        $ 14,800,000
                          ==================
- ------
* Salaries include: (a) Steven P. Gawne, Chief Executive Officer $150,000; (b)
John F. Brown, Chief Operating Officer $150,000; (c) Curtis J. Sparrow, Chief
Financial Officer $150,000; (d) Directors Dr. H. A. Schmid and Len F. Bolger,
each, at $40,000; (e) Facilities Engineer - $80,000; (f) Office Manager $60,000;
(g) Receptionist $40,000; and (g) Secretary $40,000.
** Operating Expenses include office rent, utilities, and legal and accounting
expenses.

We intend to satisfy these estimated total expenditures of $14,800,000 for our
Plan of Operations through private placement(s) of our equity securities or
through the operations of a company that we may acquire. If we are unable to
obtain sufficient financing, we will be unable to conduct our Plan of Operations
and our brand name and reputation may be negatively impacted. In the event that
we do not obtain adequate financing we may have to liquidate our business and
undertake any or all of the following actions:
o    Sell or dispose of our assets, if any;
o    Pay our liabilities in order of priority, if we have available cash to pay
     such liabilities;
o    If any cash remains after we satisfy amounts due to our creditors,
     distribute any remaining cash to our shareholders in an amount equal to the
     net market value of our net assets;
o    File a Certificate of Dissolution with the State of Nevada to dissolve our
     corporation and close our business;
o    Make the appropriate filings with the Securities and Exchange Commission so
     that we will no longer be required to file periodic and other required
     reports with the Securities and Exchange Commission, if, in fact, we are a
     reporting company at that time.

Based upon our current assets, however, we will not have the ability to
distribute any cash to our shareholders. If we have any liabilities that we are
unable to satisfy and we qualify for protection under the U.S. Bankruptcy Code,
we may voluntarily file for reorganization under Chapter 11 or liquidation under
Chapter 7. Our creditors may also file a Chapter 7 or Chapter 11 bankruptcy
action against us. If our creditors or we file for Chapter 7 or Chapter 11
bankruptcy, our creditors will take priority over our shareholders. If we fail
to file for bankruptcy under Chapter 7 or Chapter 11 and we have creditors, such
creditors may institute proceedings against us seeking forfeiture of our assets,
if any. We do not know and cannot determine which, if any, of these actions we
will be forced to take. If any of these foregoing events occur, you could lose
your entire investment in our shares.

                                      -10-




OUR PLAN OF OPERATIONS TO DATE
To date, we have accomplished the following in our Plan of Operations:
o    In February, 2004, we relocated our corporate operations to Calgary,
     Alberta, which is an economic activity center for petroleum resources
     exploration and production in Canada.
o    In February, 2004, we installed an experienced operations management
     leader, John F. Brown, as our Chief Operating Officer, who has experience
     in project supervision, including those skills and experience necessary to
     control drilling, completion and production operations.
o    In March, 2004, we entered into a Letter Of Intent to acquire 100% of the
     shares of Mikwec Energy Canada Ltd., a private Alberta petroleum resource
     corporation.
o    In May 2004, we changed our transfer agent from American Stock Transfer to
     Manhattan Transfer & Registrar Company.

OUR PLAN OF OPERATIONS PENDING SUFFICIENT FINANCIAL RESOURCES
We intend to accomplish the following regarding our Plan of Operations over a
period of twelve months, when we have sufficient resources to do so, if ever.

SEEK ACQUISITIONS OF COMPANIES OR ENTER INTO JOINT VENTURE AGREEMENTS WITH
INDUSTRY PARTNERS THAT HAVE HEAVY OIL AND/OR CONVENTIONAL PETROLEUM ASSETS
WITHIN THE PROVINCE OF ALBERTA
Throughout our Plan of Operations, our Chief Executive Officer, on our behalf,
will conduct due diligence of other heavy oil and/or conventional petroleum
companies and/or properties that we may seek to acquire. We may seek to acquire
a heavy oil and/or conventional petroleum company that may have some of the
following components:
o    A company that has petroleum assets, such as oil sands leases and permits
     and/or conventional petroleum reserves and lands; and/or
o    An existing producing company that has a synergistic location or beneficial
     access to a heavy oil related infrastructure or market share; and/or
o    A company that has operational elements, such as production equipment,
     field personnel and ongoing operations.

TITLE AND AGREEMENT MAINTENANCE
We will attempt to secure, through a company that we may acquire or a joint
venture agreement, or through our individual efforts, the following:
o    Alberta Government Petroleum and Natural Gas Leases;
o    Alberta Government Oil Sands Leases;
o    Alberta Government Oil Sands Permits;
o    Rights of entry on Alberta Government Crown Land MSL (Mineral Surface
     Lease); and
o    License of Occupation agreements.

We will engage an individual or corporation as a Contract Petroleum Landman that
is sanctioned by the Canadian Association of Petroleum Landmen, otherwise known
as CAPL, to negotiate and implement surface and/or petroleum lease agreements on
our behalf to perform the above tasks and who will report directly to our Chief
Operating Officer. The Canadian Association of Petroleum Landmen is a
professional organization for persons engaged in all aspects of petroleum land
management and includes individuals responsible for the acquisition,
administration and disposition of mineral and/or surface rights for petroleum
exploration production companies, as well related service and financial
companies in the energy industry. The projected cost of this aspect of our Plan
of Operations is an annual cost of $150,000. These leases, permits, rights of
entry, and licenses are granted by the Alberta Department of Energy, and as
such, require annual rental payments as a function of the areal extent of the
lease. Production royalties are payable to the Alberta Government on all
production from the asset, as well as annual rentals payable on the surface
access agreements granted by the Alberta Government. The leases, permits, rights
of entry, and license and related payments must be maintained for the life of
the producing properties.

                                      -11-




SURFACE RIGHTS AGREEMENTS/LOCATION SURVEYS/LICENSES
Surface rights agreements, required location surveys, and licenses would provide
us with access to Alberta Government land for our right to exploit possible
resources. A Contract Landman would perform these tasks and would report
directly to our Chief Operating Officer. The consultant Contract Landman will
administer all aspects of the contracts and lease agreement maintenance in order
to preserve good standing of the leases. The surveying of each drilling
location, facility and/or pipeline and the accompanying leases will also be
handled by a consulting Surface Landman that is sanctioned by CAPL and who will
report directly to our Chief Operating Officer. The projected annual cost of
this aspect of our Plan of Operations is $300,000. The purpose of this aspect of
our Plan of Operations is to facilitate ongoing operations and maintain leases
in good standing, an obligation which will cease only upon completion of the
job. All of these aspects must be maintained for the life of the producing
property. During the normal course of business, individual parcels of land will
be drilled and produced until abandonment, and will ultimately be returned to
the Government of Alberta, whereupon the annual rental maintenance will be
ended; however, ongoing and continuing operations will incur new obligations of
a similar nature as new lands are acquired.

PREPARATION OF DRILLING LOCATIONS
Our corporate economic model depends upon the drilling of exploitation wells to
access and produce petroleum resources. Individual wells require a discrete
surface location and a license from the Government of Alberta. All aspects are
in reference to this location for the life of the well. Our Drilling Department,
which will be composed of our Chief Operating Officer and those operations
consultants as is necessary, including but not limited to field drilling
supervisors, production accountants, surveyors, and construction supervisors,
will orchestrate the planning and installation of each well on its unique
location. The projected drilling related costs of initial wells are projected to
be $1.5 million, which includes completion and equipping the well to the point
of delivering oil to market. As the project matures, efficiencies of scale will
permit the drilling of additional development wells with reduced costs. The
purpose of this aspect of our Plan of Operations is to allow access to oil
production to generate our oil and natural gas sales revenue. Individual
producing wells are expected to have a multi-year lifetime.

CONTRACTUAL AGREEMENTS FOR SERVICES AND SUPPLIES
Because we are an operator, no effort will be made to acquire oilfield service
equipment to perform the routine operations required to drill and to complete
and service the wells. All of the tangible and intangible equipment, hardware
and drilling supplies will be sourced from the normal suite of suppliers to
industry, at competitive rates.

MARKETING ARRANGEMENTS FOR OIL
Initial oil sales will be marketed month to month on a spot contract basis.
Initial oil production will necessarily be trucked to pipeline terminals for
sale. If our production volumes grow, we will closely focus on methods to allow
the pipelining of oil and/or gas and engage in longer term marketing contracts.

GEOLOGICAL AND ENGINEERING DATA ACQUISITION AND ANALYSIS
Upon drilling and proving economical oil and/or gas production, we will at the
earliest and technically feasible opportunity, undertake a detailed 3D seismic
survey over those lands expected to be productive. The acquisition and
interpretation of these newly acquired seismic data will provide an orderly and
efficient exploitation of the petroleum reserves. We will, during the normal
course of exploitation and production of petroleum resources, collect geological
and engineering data and those normal production measurements, all of which will
be added to our data and information storage system.

                                      -12-




REVENUES.
We cannot determine whether our revenues, if any, will ever be sufficient to
produce a positive cash flow or result in net profits. You should carefully
consider the discussion appearing below under "Liquidity and Capital Resources".
We earned no revenues since we adopted our new business of heavy oil exploration
We do not expect to earn significant operating revenues in the foreseeable
future. Our losses are expected to continue, principally as a result of our
estimated expenditures of $14,800,000, as reflected above.

LIQUIDITY AND CAPITAL RESOURCES.
As of May 31, 2003 and as of May 20, 2004, we have zero cash. In addition, we
have accounts payable of $62,245 due to various vendors. We do not have any
other internal sources of working capital. We do not anticipate earning revenues
until such time that we obtain financing to implement our Plan of Operations, if
ever. Even if we complete our Plan of Operations, there are no assurances that
we will successfully develop revenues from our exploration activities.

Our operating expenses have exceeded our revenues, which has been $0. We have
insufficient working capital to fund our planned growth and ongoing operating
expenses. As a result, we expect to continue to experience significant negative
operating cash flow for the foreseeable future. Our existing working capital
will not be sufficient to fund the continued implementation of our Plan of
Operations during the next 12 months and to meet our general operating expenses.
If we do not have sufficient working capital to implement our Plan of
Operations, we may have to cease operations.


Item 3.  Controls and Procedures
As of March 31, 2004, 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. 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 March 31, 2004.

There have not been any changes in our internal control over financial reporting
during the last quarter, which ended March 31, 2004, that have materially
affected or are reasonably likely to materially affect our internal control
over financial reporting.

                                      -13-



                                    PART II
                               OTHER INFORMATION

Item 1.  Legal Proceedings.
We are subject to disputes and litigation in the ordinary course of our
business. None of these matters, in the opinion of our management, is material
or likely to result in a material effect on us based upon information available
at this time.

Item 2.  Changes in Securities and Use of Proceeds
On February 28, 2004, we filed a Form 8-K which reported that on February 27,
2004, our Board of Directors unanimously approved a forward stock split of our
common stock at a ratio of two (2) shares for every one (1) share held. The
forward split became effective on March 10, 2004. After the split, we had
12,337,156 shares of common stock issued and outstanding. Prior to the effective
date of the split, we had 6,168,578 shares of common stock outstanding. In
connection with the stock split we increased our authorized common shares in
proportion to the forward stock split. Our authorized common stock after the
forward stock split consists of 100,000,000 shares of common stock. Prior to the
split, we were authorized to issue 50,000,000 shares of common stock. In
connection with the forward split, we amended our articles of incorporation with
the State of Nevada. We did not obtain a shareholder vote of the forward stock
split and a shareholder vote was not required by Nevada law.

Subsequent to this report period, on May 7, 2004, we filed a Form 8-K, which
reported that on May 4, 2004, our Board of Directors unanimously approved a
forward stock split of our common stock at a ratio of three (3) shares for every
one (1) share held. The forward split became effective on May 14, 2004. After
the split, we had 37,011,468 shares of common stock issued and outstanding.
Prior to the effective date of the split, we had 12,337,156 shares of common
stock outstanding. In connection with the stock split we increased our
authorized common shares in proportion to the forward stock split. Our
authorized common stock after the forward stock split consists of 300,000,000
shares of common stock. Prior to the split, we were authorized to issue
100,000,000 shares of common stock. In connection with the forward split, we
amended our articles of incorporation with the State of Nevada. We did not
obtain a shareholder vote of the forward stock split and a shareholder vote was
not required by Nevada law.

Item 3.  Defaults Upon Senior Securities
None

Item 4.  Submission of Matters to a Vote of Security Holders
None

Item 5.  Other Information.
None

                                      -14-


Item 6.  Exhibits and Reports on Form 8-K

Exhibits
2.1   Liquidating Plan of Reorganization of Allied Devices
      Corporation, now known as Deep Well Oil & Gas, Inc. (1)
2.2   Order and Plan of Reorganization of the U.S.
      Bankruptcy Court in and for the Eastern District of New York, In re:
      Allied Devices Corporation, Chapter 11, Case No. 03-80962-511, dated
      September 10, 2003 (1)
3.1   Restated and Amended Articles of Incorporation filed with and
      accepted by the Secretary of State of Nevada on October 22, 2003, changing
      the name to "Deep Well Oil & Gas, Inc." and otherwise implementing the
      Plan (1)
3.1(a)Amended Articles of Incorporation filed with the state of Nevada on
      February 27, 2004 reflecting our two shares for one share forward stock
      split. (2)
3.1(b)Amended Articles of Incorporation filed with the state of Nevada on
      May 5, 2004 reflecting our three shares for one share forward stock
      split. (3)
31.1  Certification of President and Chief Executive Officer Pursuant to Section
      302 of the Sarbanes-Oxley Act of 2002
31.2  Certification of Chief Financial Officer Pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
32.1  Certification of President and Chief Executive Officer Pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002
32.1  Certification of Chief Financial Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002
- -------------------------
(1)   Previously filed with Form 10-K/A on January 28, 2004
(2)   Previously filed with Form 8-K on March 5, 2004
(3)   Previously filed with Form 8-K on May 7, 2004




Reports in Form 8-K
We filed the following Form 8-K's during the quarter ended March 31, 2004:
o    On February 23, 2004, we filed a Form 8-K to announce the change in
     our certifying accountant.
o    On March 5, 2004, we filed a Form 8-K filed to disclose the change in
     control of the Company, the resignation of our director, our amended
     articles of incorporation, and our two for one stock split.

Additionally, we filed the following Form 8-K's since March 31, 2004:
o    On April 28, 2004, we filed a Form 8-K/A, to amend the Form 8-K filed
     February 23, 2004, announcing the change in our certifying 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.


                                      -15-





                                   SIGNATURES


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

Date: May 21, 2004

                                  DEEP WELL OIL & GAS, INC.

                                  By: /s/ Steven Gawne
                                  Steven Gawne
                                  Chief Executive Officer, President, Director


                                  By: /s/ Curtis J. Sparrow
                                  Curtis J. Sparrow
                                  Chief Financial Officer (Principal
                                  Accounting Officer), Director




                                      -16-

EX-31

Exhibit 31.1  Certification of President and Chief Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002

                                 CERTIFICATION


I, Steven Gawne, certify that:

1.   I have reviewed this Form 10-QSB quarterly report of Deep Well Oil & Gas,
Inc. for the period ended March 31, 2004;

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 the small
business issuer as of, and for, the periods presented in this report;

4.   The small business issuer'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 the small business issuer 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 small business issuer,
     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 the small business issuer'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 the small business issuer's
     internal control over financial reporting that occurred  during the small
     business issuer's most recent fiscal quarter (the small business issuer's
     fourth fiscal quarter in the case of an annual report) that has materially
     affected, or is reasonably likely to materially affect, the small business
     issuer's internal control over financial reporting; and

5.   The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer'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 small business issuer'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 small business issuer's
     internal control over financial reporting.

Date: May 21, 2004

/s/Steven Gawne
 Steven Gawne, President, Chief Executive Officer, Director

EX-31

Exhibit 31.2 Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002


                                 CERTIFICATION

I, Curtis J. Sparrow, certify that:

1.   I have reviewed this Form 10-QSB quarterly report of Deep Well Oil & Gas,
Inc. for the period ended March 31, 2004;

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 the small business
issuer as of, and for, the periods presented in this report;

4.   The small business issuer'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 the small business issuer 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 small business issuer,
     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 the small business issuer'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 the small business issuer's
     internal control over financial reporting that occurred during the small
     business issuer's most recent fiscal quarter (the small business issuer's
     fourth fiscal quarter in the case of an annual report) that has materially
     affected, or is reasonably likely to materially affect, the small business
     issuer's internal control over financial reporting; and

5.   The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer'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 small business issuer'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 small business issuer's
     internal control over financial reporting.

Date: May 21, 2004

/s/Curtis J. Sparrow
 Curtis J. Sparrow, Chief Financial Officer, Director

EX-32

Exhibit 32.1 Certification Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002



                            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 Quarterly Report of Deep Well Oil & Gas, Inc. ("the
Company") on Form 10-QSB for the period ended March 31, 2004 filed with the
Securities and Exchange Commission on the date hereof ("the Report"), I, Steven
Gawne, Chief 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.

/s/ Steven Gawne
Steven Gawne
President/Chief Executive Officer/Director

Dated: May 21, 2004

EX-32

Exhibit 32.2 Certification of Chief Financial Officer Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002



                            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 Quarterly Report of Deep Well Oil & Gas, Inc. ("the
Company") on Form 10-QSB for the period ended March 31, 2004 filed with the
Securities and Exchange Commission on the date hereof ("the Report"), I, Curtis
J. Sparrow, Chief Financial Officer and Principal Accounting 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.


/s/ Curtis J. Sparrow
Curtis J. Sparrow
Chief Financial Officer, Principal Accounting Officer

Dated: May 21, 2004