UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______________ to _______________

Commission File Number: 000-53469

Dover Holding Corporation

(Exact name of small business issuer as specified in its charter)

Nevada	86-0883291
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

1818 North Farwell Avenue, Milwaukee, WI 53202

(Address of principal executive offices)

(414) 283-2605

(Issuer’s telephone number)

Indicate by a check mark 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o	Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

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 o No o

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of November 6, 2009 – 27,115,376 shares of common stock were issued and outstanding.

DOVER HOLDING CORPORATION

FORM 10-Q

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2009

TABLE OF CONTENTS

	PART 1 FINANCIAL INFORMATION	3

Item 1.	Financial Statements (Unaudited)	3

	Condensed Balance Sheet	4

	Condensed Statements of Operations	5

	Condensed Statements of Cash Flows	6

	Notes to Condensed Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	8

Item 3.	Qualitative and Quantitative Disclosure About Market Risk	10

Item 4T.	Controls and Procedures	10

	PART II OTHER INFORMATION

Item 1.	Legal Proceedings	11

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11

Item 3.	Defaults Upon Senior Securities	11

Item 4.	Submission of Matters to a Vote of Security Holders	11

Item 5.	Other Information	11

Item 6.	Exhibits	11

SIGNATURES		12

CERTIFICATIONS		13
	Certification of CEO Pursuant to 13a-14(a) under the Exchange Act

	Certification of CEO Pursuant to 18 U.S.C Section 1350

PART 1. FINANCIAL INFORMATION

Dover Holding Corporation
Balance Sheet


ASSETS

	September 30, 2009			December 31, 2008
	(Unaudited)			(Audited)

Current Assets
Cash	$	308		$	444
Total Current Assets		308			444

Other Assets
Fixed Assets, less accum depr		39,995			39,995
Retainer		-			2,500
Total Other Assets		39,995			42,495

TOTAL ASSETS	$	40,303		$	42,939

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts Payable	$	73,600		$	52,252
Other Liabilities		30,000			2,500
Accrued Interest Payable		2,559			841
Notes Payable		34,250			21,250
TOTAL LIABILITIES		140,409			76,843

STOCKHOLDERS' DEFICIT
Common Stock, $0.001 par value, 130,000,000
Shares authorized, 27,115,376 outstanding		27,115			27,115
Additional Paid In Capital		10,149,393			10,149,393
Accumulated Deficit		(10,137,692	)		(10,137,691	)
Accumulated Deficit Developmental Stage		(138,922	)		(72,721	)
Total Stockholders' Deficit		(100,106	)		(33,904	)

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	40,303		$	42,939

See Accompanying Notes to Financial Statements

Dover Holding Corporation
Statement of Operations

(Unaudited)


	Three Months Ended September 30,						Nine Months Ended September 30,						Developmental Stage For the period June 1, 2008 to September 30,
	2009			2008			2009			2008			2009
REVENUE
Income	$	-		$	-		$	-		$	-		$	-
Total Revenue		-			-			-			-			-
Expenses
General and Administrative Fees		253			-			2,520			1,075			2,802
Impairment		-			-			-			-			10,005
Professional Fees		17,239			5,000			61,964			17,742			122,053
Total Expenses		17,492			5,000			64,484			18,817			134,860

Operating Loss		(17,492	)		(5,000	)		(64,484	)		(18,817	)		(134,860	)

Other Expenses
Interest Expenses		691			711			1,717			3,186			4,062
Total Other Expenses		691			711			1,717			3,186			4,062

Net Loss	$	(18,183	)	$	(5,711	)	$	(66,201	)	$	(22,003	)	$	(138,922	)

Net Loss per Common Share
Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

Weighted Average Number of Common Shares
Outstanding - Basic and Diluted		27,115,136			22,132,285			27,115,136			9,754,295			25,249,280

See Accompanying Notes to Financial Statements

Dover Holding Corporation
Statement of Cash Flows
Unaudited

	Nine Months Ended September 30,						Developmental Stage For the period June 1, 2008 to September 30,
	2009			2008			2009

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(66,201	)	$	(22,003	)	$	(138,922	)
Adjustments to reconcile net loss to net cash used operating activities


Changes in Operation Assets & Liabilities:
Retainers		2,500			(3,000	)		-
Impairment		-			-			10,005
Accounts Payable and Accrued expenses		48,848			75			91,273
Accrued Interest Payable		1,717			3,186			4,062
Net Cash Used by Operating Activities		(13,136	)		(21,742	)		(33,582	)


CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Note Payable		13,000			21,850			33,850
Net Cash Provided by Financing Activities		13,000			21,850			33,850

NET INCREASE (DECREASE) IN CASH:		(136	)		108			268

BEGINNING CASH		444			82			40

ENDING CASH	$	308		$	190		$	308


SUPPLEMENTAL DISCLOSURE OF CASH ITEMS:
Interest Paid	$	-		$	-		$	-
Income Taxes Paid	$	-		$	-		$	-

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING & FINANCING ACTIVITIES:
Purchase of domain name	$	-		$	(50,000	)	$	-
Common stock for domain name	$	-		$	10,000		$	-
Additional paid in capital for domain name	$	-		$	40,000		$	-
Note payable conversion for common stock	$	-		$	(62,600	)	$	-
Accrued interest conversion for common stock	$	-		$	(12,977	)	$	-
Common stock for note payables	$	-		$	15,115		$	-
Additional paid in capital for note payables	$	-		$	60,462		$	-

See Accompanying Notes to Financial Statements

Dover Holding Corporation

(A Developmental Stage Company as of June 1, 2008)

Notes to Financial Statements

As of September 30, 2009 (Unaudited)

Note 1 – Organization and Operations

Dover Holding Corporation was formed and incorporated in the State of Nevada on December 5, 1995 under the name of Business Valet Services Corp. The Company changed its name to CTI Technology, Inc on June 6, 2000. On March 28, 2003 per the Order Confirming Debtors’ and Creditor’s Committee’s First Amended Joint Plan of Reorganization dated January 29, 2003, the Company changed its name to Dover Holding Corporation. On October 25, 2007 the Company changed its name to HeadWater Beverage Company, Inc. On March 8, 2008, the Company changed its name back to Dover Holding Corporation.

On June 1, 2008, the Company became a developmental stage company. The Company is focusing its business plan on providing long-term, real estate-based financing for micro-cap public companies. The Company believes that micro-cap public companies have limited access to financing given the current national and international macro-economic conditions. Real estate assets held by non-real estate companies, traditionally have been illiquid assets. The Company intends to use sale-leaseback financing transactions, with triple-net leases, to provide micro-cap companies a source of liquidity for operations and business expansion. The Company expects to incur additional costs associated with implementing the current business plan. The Company expects to fund interim operations through the issuance of debt and/or equity from its largest shareholder, Santa Clara Partners, LLC or its affiliates.

The condensed financial statements as of September 30, 2009, for the nine months ended September 30, 2009 and 2008, and for the three months ended September 30, 2009 and 2008, and for the development stage period June 1, 2008 to September 30, 2009 are unaudited. In the opinion of management, such condensed financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair representation of the financial position and the results of operations. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. The interim condensed financial statements should be read in conjunction with the audited financial statements for the year end December 31, 2008 appearing in Form 10K filed on April 3, 2009.

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates.

Note 2 – Related Party Transactions

A. Notes Payable

On February 5, 2008, the Company entered into a revolving loan from the Irrevocable Children’s Trust No. 2, at an annual rate of 8%. From January 1, 2009 through September 30, 2009, the Company borrowed an additional $13,000 with the same terms. The principal balance as of September 30, 2009 was $34,250. The trustee of this entity is a member of Santa Clara Partners, LLC, a shareholder and executive of the Company.

Note 3 – Liquidity Concern

The Company expects to fund interim operations through the issuance of debt and/or equity from its largest shareholder, Santa Clara Partners, LLC or its affiliates. As shown in the accompanying financial statements, the Company incurred a net loss of $66,201 and $22,003 for the nine months ending September 30, 2009 and 2008 respectively. The Company is focusing its business plan on providing long-term, real estate-based financing for micro-cap public financing. Given the current national and international macro-economic conditions, real estate assets held by non-real estate companies, traditionally have been illiquid assets. The Company intends to use sale-leaseback financing transactions, with triple-net leases, to provide micro-cap companies a source of liquidity for operations and business expansion. The Company intends to seek additional financing to implement its current business plan. There can be no assurance that Company will be able to find suitable financing.

Note 4 – Subsequent Events

Pursuant to Financial Accounting Standards Board Accounting Standards Codification 855-10, we have evaluated all events or transactions that occurred from September 30, 2009 through November 6, 2009, the date our condensed consolidated financial statements were issued. We did not have any material recognizable subsequent events during this period.

Item 2. - Management's Discussion And Analysis Or Plan Of Operation.

Forward-Looking Statements

The information in this report contains forward-looking statements. All statements other than statements of historical fact made in report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations. A reader, whether investing in the Company’s securities or not, should not place undue reliance on these forward-looking statement, which are made only as of the date of this Quarterly Report. Important factors that may cause actual results to differ from expectations and projections, include, for example: the success or failure of management’s implementation of the Company’s plan of operation; the ability of the Company to fund its operating expenses; the ability of the Company to obtain a source of funds on terms that are acceptable in light of the requirements of prospective sale-leaseback transactions; the ability of the Company to compete with other companies that provide capital to micro-cap companies; the effect of changing economic conditions impacting our plan of operation; the ability of the Company to accurately evaluate the credit risk of prospective triple-net lessees; and the ability of the Company to meet the general risks attendant to a new business, a financing business, a real estate investment business or a triple-net lease business.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

Background

On June 1, 2008, the Company began operations focused on real estate ownership and consultation, with a primary focus on micro-cap public companies. In order to implement the Company’s business plan, the Company appointed Frank P. Crivello as Chairman and Chief Executive Officer, and acquired the domain name “nnn.net” and “nnn.bz”, as web portals from Santa Clara Partners, LLC, a company owned by our Chief Executive Officer and our President.

We plan to provide long-term net lease financing for micro-cap public companies. We believe that micro-cap public companies have limited access to financing given the current national and international macro-economic conditions. We seek to use triple-net lease sale-leaseback financing transactions to provide micro-cap companies a source of liquidity for operations and business expansion.

The Company has no employees and does not expect to hire any prior to generating revenue. The Company’s executive officers have agreed to allocate a portion of their time to the activities of the Company, without compensation. The executive officers anticipate that the business plan of the Company can be implemented by their devoting a portion of their available time to the business affairs of the Company.

Results of Operations

The Company is focusing its business plan on providing long-term, real estate-based financing for micro-cap public companies. The Company believes that micro-cap public companies have limited access to financing given the current national and international macro-economic conditions. Real estate assets held by non-real estate companies, traditionally have been illiquid assets. The Company intends to use sale-leaseback financing transactions, with triple-net leases, to provide micro-cap companies a source of liquidity for operations and business expansion. The Company has been developing it’s website and has commenced discussions with various parties related to the leaseback transactions, however, no definitive agreements have been reached as of yet. The Company expects to incur additional losses business opportunities reach a critical mass. There can be no assurance that Company will ever achieve any revenues or profitable operations. The Company expects to fund interim operations through the issuance of debt and/or equity from its largest shareholder, Santa Clara Partners, LLC or its affiliates.

As shown in the accompanying financial statements, the Company incurred a net loss of $18,183 and $5,711 for the three months ended September 30, 2009 and 2008, respectively, and $66,201 and $22,003 for the nine months ending September 30, 2009 and 2008, respectively. The Company became a developmental stage company on June 1, 2008.

Three Months Ended September 30, 2009 and 2008:

Professional Fees: Professional fees were $17,239 and $5,000 for the three months ended September 30, 2009 and 2008, respectively. Professional fees increased by $12,239 due to an increase in accounting and legal fees for the SEC filings.

General and Administrative Expenses: General and administrative expenses were $253 and $0 for the three months ended September 30, 2009 and 2008, respectively. General and administrative expenses increased by $253 due to the website renewal fees of NNN.net.

Interest Expense: Interest expense was $691 and $711 for the three months ended September 30, 2009 and 2008, respectively. Interest expense decreased by $20 due to loan conversions in the second quarter of 2008.

Net Loss: Net loss was $18,183 and $5,711 for the three months ended September 30, 2009 and 2008, respectively. This was an increase in net loss of $12,472 resulting primarily from an increase in professional fees relating to the public filing of the Company during the three months ended September 30, 2009.

Nine Months Ended September 30, 2009 and 2008:

Professional Fees: Professional fees were $61,964 and $17,742 for the nine months ended September 30, 2009 and 2008, respectively. Professional fees increased by $44,222 due to an increase in accounting and legal fees for the SEC filings.

General and Administrative Expenses: General and administrative expenses were $2,520 and $1,075 for the nine months ended September 30, 2009 and 2008, respectively. General and administrative expenses increased by $1,445 due to the website renewal fees of NNN.net and filing fees for the State of Nevada.

Interest Expense: Interest expense was $1,717 and $3,186 for the nine months ended September 30, 2009 and 2008, respectively. Interest expense decreased by $1,469 due to loan conversions in the second quarter of 2008.

Net Loss: Net loss was $66,201 and $22,003 for the nine months ended September 30, 2009 and 2008, respectively. This was an increase in net loss of $44,198 resulting primarily from an increase in professional fees relating to the public filing of the Company during the nine months ended September 30, 2009.

Liquidity and Capital Resources

For the nine months ended September 30, 2009, we had a negative cash flow from operations of $13,136 compared to a negative cash flow of $21,742 for the nine months ended September 30, 2008, a decrease in the cash flow of $8,606. The Company expects to fund interim operations through the issuance of debt and/or equity securities from its largest shareholder, Santa Clara Partners, LLC or its affiliates.

During the nine months ended September 30, 2009, the Company received $13,000 in loans from related parties at an interest rate of 8%.

Our long term financing objective is to manage our capital structure effectively in order to provide sufficient capital to execute our operating strategies while servicing our debt requirements and providing value to our stockholders. We will utilize debt and equity security offerings, bank borrowings, the sale of properties, and to a lesser extent, internally generated funds from net lease transactions to meet our capital needs.

Off-Balance Sheet Arrangements

The Company does not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.

Critical Accounting Policies

Liquidity Concern:

The Company expects to fund interim operations through the issuance of debt and/or equity from its largest shareholder, Santa Clara Partners, LLC or its affiliates. As shown in the accompanying financial statements, the Company incurred a net loss of $66,201 and $22,003 for the nine months ending September 30, 2009 and 2008 respectively. The Company is focusing its business plan on providing long-term, real estate-based financing for micro-cap public companies. The Company believes that micro-cap public companies have limited access to financing given the current national and international macro-economic conditions. Real estate assets held by non-real estate companies, traditionally have been illiquid assets. The Company intends to use sale-leaseback financing transactions, with triple-net leases, to provide micro-cap companies a source of liquidity for operations and business expansion. The Company intends to seek additional financing to implement its current business plan. There can be no assurance that Company will be able to find suitable financing.

Accounting for the Impairment of Long-Live Assets

The long-lived assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. It is reasonably possible that these assets could become impaired as a result of technology or other industry changes. Determination of recoverability of assets to be held and used is performed by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets or comparable market prices of the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

ITEM 3. - QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK

None.

ITEM 4T. - CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the effectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Chief Executive Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) there continue to be material weaknesses in the Company’s internal controls over financial reporting, that the weaknesses constitute a “deficiency” and that this deficiency could result in misstatements of the foregoing accounts and disclosures that could result in a material misstatement to the financial statements for the current period that would not be detected, (ii) accordingly, our disclosure controls and procedures were not effective as of September 30, 2009, and (iii) no change in internal controls over financial reporting occurred during the quarter ended September 30, 2009, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

Our management performed an evaluation to determine whether any change in our internal controls over financial reporting occurred during the nine month period ended September 30, 2009. Based on that evaluation, management concluded that no change occurred in the Company's internal controls over financial reporting during the nine months ended September, 2009, that has materially affected, or is reasonably likely to materially affect, the Company's internal controls over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

None.

ITEM 1A. Risk Factors.

There have been no material changes to our risk factors as previously disclosed in our last Annual Report on Form 10-K.

ITEM 2. Unregistered Sales Of Equity Securities And Use Of Proceeds.

None.

ITEM 3. Defaults Upon Senior Securities.

None

ITEM 4. Submission Of Matters To A Vote Of Security Holders.

None.

ITEM 5. Other Information.

None.

ITEM 6. Exhibits.

Exhibit Number		Description

31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (filed herewith)

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

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.

	Dover Holding Corporation

Date: November 6, 2009	By:	/s/ Frank P. Crivello
		Name: Frank P. Crivello
		Title: Cheif Executive Officer and Cheif Financial Officer

Dover Holding Corp 10-Q