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 MARCH 31, 2011

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 x No o

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of May 10, 2011 – 27,115,376 shares of common stock

Indicate by a check mark whether the registrant is (check one):

an accelerated filer o

a non accelerated filer o

or a smaller reporting company x

DOVER HOLDING CORPORATION

FORM 10-Q

QUARTERLY PERIOD ENDED MARCH 31, 2011

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	9

Item 3.	Qualitative and Quantitative Disclosure About Market Risk	11

Item 4.	Controls and Procedures	11

	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.	Removed and Reserved	11

Item 5.	Other Information	12

Item 6.	Exhibits	12

SIGNATURES		13

CERTIFICATIONS		14

Exhibit 31.1
Exhibit 32.1

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

PART 1. FINANCIAL INFORMATION

Dover Holding Corporation
(A Development Stage Company)
Balance Sheet


ASSETS

	March 31, 2011			December 31, 2010
	(Unaudited)			(Audited)

Current Assets
Cash	$	206		$	185
Total Current Assets		206			185

Other Assets
Domain Names		32,925			32,925
Retainer		-			-
Total Other Assets		32,925			32,925

TOTAL ASSETS	$	33,131		$	33,110

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities
Accounts Payable	$	93,004		$	80,596
Other Liabilities		50,000			48,000
Accrued Interest Payable		7,495			6,450
Notes Payable		62,900			50,650
Total Current Liabilities		213,399			185,696

TOTAL LIABILITIES		213,399			185,696

STOCKHOLDERS' DEFICIT
Preferred Stock, $.001 par value,
5,000,000 authorized, none issued		-			-
Common Stock, $0.001 par value, 130,000,000
Shares authorized, 27,115,376 issued and outstanding		27,115			27,115
Additional Paid In Capital		10,149,393			10,149,393
Accumulated (Deficit )		(10,137,691	)		(10,137,691	)
Accumulated (Deficit) Developmental Stage		(219,085	)		(191,403	)
Total Stockholders' Deficit		(180,268	)		(152,586	)

TOTAL LIABILITIES & STOCKHOLDERS'
DEFICIT	$	33,131		$	33,110

Dover Holding Corporation
(A Development Stage Company)
Statement of Operations

(Unaudited)


	Three Months Ended March 31,						Development Stage
	2011			2010			For the period June 1, 2008 to March 31, 2011
Expenses
General and Administrative Fees	$	-		$	-		$	4,448
Impairment		-			-			17,075
Professional Fees		26,637			8,919			187,690
Total Expenses		26,637			8,919			209,213

Operating Loss		(26,637	)		(8,919	)		(209,213	)

Other Expenses
Interest Expenses		1,045			696			9,872
Total Other Expenses		1,045			696			9,872

Net Loss	$	(27,682	)	$	(9,615	)	$	(219,085	)

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

Weighted Average Number of Common
Shares
Outstanding - Basic and Diluted		27,115,136			27,115,136			26,237,426

See Accompanying Notes to Financial Statements

Dover Holding Corporation
(A Development Stage Company)
Statement of Cash Flows
(Unaudited)

	Three Months Ended March 31,						Development Stage
	2011			2010			For the period June 1, 2008 to March 31, 2011

CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(27,682	)	$	(9,615	)	$	(205,663	)
Adjustments to reconcile net loss to net cash
used operating activities

Changes in Operation Assets & Liabilities:
Retainer		-			2,500			(2,500	)
Impairment		-			-			17,075
Accounts Payable and Accrued expenses		14,408			2,918			133,176
Accrued Interest Payable		1,045			697			8,999
Net Cash Used by Operating Activities		(12,229	)		(3,500	)		(48,913	)


CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Note Payable		12,250			4,000			62,500
Net Cash Provided by Financing Activities		12,250			4,000			62,500

NET INCREASE (DECREASE) IN CASH:		21			500			13,587

BEGINNING CASH		185			49			40

ENDING CASH	$	206		$	549		$	13,627


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 payable	$	-		$	-		$	15,115
Additional paid in capital for note payable	$	-		$	-		$	60,462

See Accompanying Notes to Financial Statements

Dover Holding Corporation

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

Notes to Financial Statements

As of March 31, 2011 (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 March 31, 2011, for the three months ended March 31, 2011 and 2010, and for the development stage period June 1, 2008 to March 31, 2011 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, 2010 appearing in Form 10K filed on March 22, 2011.

Note 2 - Summary of Significant Accounting Policies

(A)

Cash

The Company maintains its cash balances with one financial institution. The balance at the institution may at times exceed Federal Deposit Insurance Corporation limits.

(B)	Fixed Assets

The Company currently has no fixed assets.

(C)	Revenue Recognition

The Company currently has no revenue recognition.

(D)	Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments, including cash, accounts payable, accrued expenses and note payables at March 2011, approximates their fair value because of their relatively short-term nature.

(E)	Use of Estimates

The preparation of 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.

(F)	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 or annually. 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.

(G)	Net Loss Per Share

The loss per share (basic and diluted) has been computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during each period. Common stock equivalents were not included in the calculation of diluted loss per share as there were none outstanding during the periods presented as well as their effect would be anti-dilutive.

(H)	Developmental Stage Company

In June 2008, the Company acquired the domain names “nnn.net” and “nnn.bz”. At that point in time, the Company became a development stage company. The Company has not yet incurred any development expenses.

(I)	Recent Accounting Pronouncements

In the opinion of management, there are no recent accounting pronouncements that will have a material effect the Company’s financial statements.

Note 3 – 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, 2011 through March 31, 2011, the Company borrowed an additional $12,250 with the same terms. The principal balance as of March 31, 2011 was $62,900. The trustee of this entity is a member of Santa Clara Partners, LLC, a shareholder and executive of the Company.

Note 4 – 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 $27,682 and $9,615 for the three months ending March 31, 2011 and 2010 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 5 – Subsequent Event

The Company has evaluated subsequent events for potential recognition and disclosures through May 6, 2011 for Form 10Q.

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 Registration Statement. 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 $27,682 and $9,615 for the three months ending March 31, 2011 and 2010, respectively. The Company became a developmental stage company on June 1, 2008.

Three Months Ended March 31, 2011 and 2010:

Professional Fees: Professional fees were $26,637 and $8,919 for the three months ended March 31, 2011 and 2010, respectively. Professional fees increased by $17,718 due to an increase in accounting fees for the SEC filings.

Interest Expense: Interest expense was $1,045 and $696 for the three months ended March 31, 2011 and 2010, respectively. Interest expense increased by $349 due to additional lending of monies..

Net Loss: Net loss was $27,682 and $9,615 for the three months ended March 31, 2011 and 2010, respectively. This was an increase in net loss of $18,067 resulting primarily from an increase in professional fees during the three months ended March 31, 2011.

Liquidity and Capital Resources

For the three months ended March 31, 2011, we had a negative cash flow from operations of $12,229 compared to a negative cash flow of $3,500 for the three months ended March 31, 2010, an increase in the negative cash flow of $8,729. 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 three months ended March 31, 2011, the Company received $12,250 in loans from related parties at an interest 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.

B. 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 $27,682 and $9,615 for the three months ending March 31, 2011 and 2010 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.

Effect of Inflation:

Management believes that inflation has not had a material effect on its operations for the periods presented.

Climate Change:

Management believes that neither climate change, nor governmental regulations related to climate change, have had, or are expected to have, any material effect on our operations.

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 4. - CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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 March 31, 2011, and (iii) no change in internal controls over financial reporting occurred during the quarter ended March 31, 2011, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting; provided, however, that it is to be noted that, based on the above described material weakness, our management, including our CEO have concluded that we did not maintain effective internal control over financial reporting as of March 31, 2011.

Disclosure controls and procedures and other procedures are designed to ensure that information required to be disclosed in our reports or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to management including our president and financial officer as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting during the quarter ended March 31, 2011, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings.

None.

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

None.

ITEM 3. Defaults Upon Senior Securities.

None

ITEM 4. Removed and Reserved.

None.

ITEM 5. Other Information.

None.

ITEM 6. Exhibits.

Exhibit Number		Description
3.1		Certificate of Incorporation with amendments, incorporated by reference to Exhibit 3.1 to Registrant’s Form F10/A-1 filed with the SEC on November 19, 2008.

3.2		By-Laws, incorporated by reference to Exhibit 3.2 to Registrant’s Form F10/A-1 filed with the SEC on November 19, 2008.

3.3		Amended and Restated By-Laws of Dover Holding Corporation, incorporated by reference to Exhibit 3.3 to Registrant’s Form 10-K filed with the SEC on March 11, 2010.

4.1		Form of Crivello Note, dated October 26, 2007, with amendment, incorporated by reference to Exhibit 4.1 to Registrant’s Form F10/A-1 filed with the SEC on November 19, 2008.

4.2		Form of Tryant Note, dated January 20, 2005, incorporated by reference to Exhibit 4.2 to Registrant’s Form F10/A-1 filed with the SEC on November 19, 2008.

4.3		Form of Santa Clara Note, dated January 20, 2005, incorporated by reference to Exhibit 4.3 to Registrant’s Form F10/A-1 filed with the SEC on November 19, 2008.

4.4		Form of Santa Clara Note, dated June 17, 2008, with amendment, incorporated by reference to Exhibit 4.4 to Registrant’s Form F10/A-1 filed with the SEC on November 19, 2008.

4.5		Form of Irrevocable Children’s Trust No. 2 Note, dated February 5, 2008, incorporated by reference to Exhibit 4.5 to Registrant’s Form F10/A-1 filed with the SEC on November 19, 2008.

4.6		Form of Irrevocable Children’s Trust No. 2 Note, dated July 21, 2008, incorporated by reference to Exhibit 4.6 to Registrant’s Form F10/A-1 filed with the SEC on November 19, 2008.

4.7		Form of Irrevocable Children’s Trust No. 2 Note, dated June 30, 2009 incorporated by reference to Exhibit 4.1 to Registrant’s Form 10-Q filed with the SEC on July 16, 2009.

4.8		Form of Irrevocable Children’s Trust No. 2 Note, dated March 31, 2011 in the amount of $27,650 filed herewith.

10.1		Purchase Agreement for NNN.net and NNN.bz incorporated by reference to Exhibit 10.1 to Registrant’s Form F10/A-1 filed with the SEC on November 19, 2008.

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

32.1		Certification of Principal Executive 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

May 10, 2011	By:	/s/ Frank P. Crivello
		Frank P. Crivello, Chief Executive Officer and
		Chief Financial Officer

Dover Holding Corp 10-Q