<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-Q

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                  For the fiscal year ended: September 30, 2008

                                       OR

[_]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934

                        Commission File Number: 0 - 24836

                                DOVER GLEN, INC.
                 (Name of small business issuer in its charter)

                              (former name - VOXEL)

              Delaware                                       33-0301060
       (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                       Identification No.)

        330 Clematis Street, Suite 217, West Palm Beach, Florida, 33401
              (Address of principal executive offices) (zip code)

Indicate by check mark whether the registrant (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 [_]

Indicate by checkmark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. [X}
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 [X] NO [_]


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

Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. YES [_] NO [_]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 10,099,586 as of November 3,
2008


<PAGE>


                                      VOXEL

                                TABLE OF CONTENTS


                                                                            Page
                                     Part I
Item 1.  Financial Statements...............................................   1

Item 2.  Management's Discussion and Analysis...............................   6

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.........  14

Item 4T. Controls and Procedures............................................  14

                                     Part II

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

Item 1A. Risk Factors.......................................................  14

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds........  15

Item 3.  Default Upon Senior Securities.....................................  15

Item 4.  Submission of Matters to a Vote of Security Holders................  16

Item 5.  Controls and Procedures............................................  16

Item 6.  Exhibits...........................................................  17

Signatures..................................................................  18


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL INFORMATION

<TABLE>
<S>                 <C>
                                    Dover Glen, Inc.
                                    (formerly Voxel)
                                     Balance Sheet
                                  (Successor Company)

                                                           Sept 30,       December 31,
                                                         ------------     ------------
                                                             2008            2007
                                                         (unaudited)

                                         ASSETS
Current assets
Cash                                                     $      2,849     $          0
Prepaid expenses                                                    0                0
                                                         ------------     ------------
  Total current assets                                          2,849                0
--------------------------------------------------------------------------------------
Total Assets                                             $      2,849     $          0
--------------------------------------------------------------------------------------

                        LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities:
Accounts payable-trade                                   $          0     $          0
Accrued expenses                                                8,660                0
Due to related parties                                         61,901           51,395
                                                         ------------     ------------
 Total current liabilities                                     70,561           51,395

Stockholders' Deficiency:
Preferred "B" stock-10,000,000 issued & outstanding            25,000                0
Common stock-300,000,000 authorized par value $.001
  99,586 issued & outstanding                                      99
Additional paid-in capital                                     38,151           18,000
Accumulated Deficit                                          (130,962)         (69,395)
                                                         ------------     ------------
Total Stockholders' Deficiency                                (67,712)         (51,395)

--------------------------------------------------------------------------------------
Total Liabilities & Stockholders' Deficiency             $      2,849     $          0
--------------------------------------------------------------------------------------


See notes to unaudited interim financial statements.


                                       1
<PAGE>


                                             Dover Glen, Inc.
                                             (formerly Voxel)
                                         Statement of Operations
                                               (unaudited)
                                           (Successor Company)

                                                          Three Months Ended        Nine Months Ended
                                                               Sept 30,                   Sept 30,
                                                         ---------------------     ---------------------
                                                           2008         2007         2008         2007
                                                         --------     --------     --------     --------


Revenue                                                  $      0     $      0     $      0     $      0

Costs & Expenses:
  General & administrative                                  7,660       29,556       61,567       34,257
  Interest                                                      0            0            0            0
                                                         --------     --------     --------     --------
  Total Costs & Expenses                                    7,660       29,556       61,567       34,257

Loss from continuing operations before income taxes        (7,660)     (29,556)     (61,567)     (34,257)
Income taxes                                                    0            0            0            0
--------------------------------------------------------------------------------------------------------
Net Loss                                                 ($ 7,660)    ($29,556)    ($61,567)    ($34,257)
--------------------------------------------------------------------------------------------------------

Basic and diluted per share amounts:
Continuing operations                                    ($  0.08)    ($  0.30)    ($  0.62)    ($  0.34)
--------------------------------------------------------------------------------------------------------
Basic and diluted net loss                               ($  0.08)    ($  0.30)    ($  0.62)    ($  0.34)
--------------------------------------------------------------------------------------------------------


Weighted average shares outstanding (basic & diluted)      99,586       99,586       99,586       99,586
--------------------------------------------------------------------------------------------------------


See notes to unaudited interim financial statements.


                                       2
<PAGE>


                                  Dover Glen, Inc.
                                  (formerly Voxel)
                               Statement of Cash Flows
                                     (unaudited)
                                 (Successor Company)

                                                            Nine Months Ended Sept 30,
                                                              ---------------------
                                                                2008         2007
                                                              --------     --------

Cash flows from operating activities:
Net Loss                                                      ($61,567)    ($34,257)
Adjustments required to reconcile net loss
   to cash used in operating activities:
Fair value of services provided by related parties              20,525       11,250
Expenses paid by related parties                                   231       23,007
Increase (decrease) in accounts payable & accrued expenses       8,660            0
-----------------------------------------------------------------------------------
  Cash used by operating activities:                           (32,151)           0
-----------------------------------------------------------------------------------


-----------------------------------------------------------------------------------
  Cash used in investing activities                                  0            0
-----------------------------------------------------------------------------------

Cash flows from financing activities:
Proceeds from issuance of preferred stock                       25,000            0
Proceeds of borrowings from related parties                     10,000            0
-----------------------------------------------------------------------------------
  Cash generated by financing activities                        35,000            0
-----------------------------------------------------------------------------------

Change in cash                                                   2,849            0
Cash-beginning of period                                             0            0
-----------------------------------------------------------------------------------
Cash-end of period                                            $  2,849     $      0
-----------------------------------------------------------------------------------


See notes to unaudited interim financial statements.
</TABLE>

                                       3
<PAGE>


                        DOVER GLEN, INC. (FORMERLY VOXEL)
                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION

We adopted "fresh-start" accounting as of August 4, 1998 in accordance with
procedures specified by AICPA Statement of Position ("SOP") No. 90-7, "Financial
Reporting by Entities in Reorganization under the Bankruptcy Code. The results
of the discontinued component have been reclassified from continuing operations.
On August 12, 2008, we re-domiciled from California to Delaware and changed our
name to Dover Glen, Inc.,

The Financial Statements presented herein have been prepared by us in accordance
with the accounting policies described in our December 31, 2007 Annual Report on
Form 10-KSB and should be read in conjunction with the Notes to Financial
Statements which appear in that report.

The preparation of these financial statements in conformity with accounting
principles generally accepted in the United States requires us to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates, including those related intangible
assets, income taxes, insurance obligations and contingencies and litigation. We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other resources. Actual results
may differ from these estimates under different assumptions or conditions.

In the opinion of management, the information furnished in this Form 10-QSB
reflects all adjustments necessary for a fair statement of the financial
position and results of operations and cash flows as of and for the three and
nine-month periods ended September 30, 2008 and 2007. All such adjustments are
of a normal recurring nature. The Consolidated Financial Statements have been
prepared in accordance with the instructions to Form 10-QSB and therefore do not
include some information and notes necessary to conform with annual reporting
requirements.

"FRESH START" ACCOUNTING On August 3, 1998 all of the Company's assets were
transferred to the chapter 7 trustee in settlement of all outstanding corporate
obligations. We adopted "fresh-start" accounting as of August 4, 1998 in
accordance with procedures specified by AICPA Statement of Position ("SOP") No.
90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy
Code."

All results for periods subsequent to August 3, 1998 are referred to as those of
the "Successor Company". The successor company had no transactions between
August 3, 1998 and the end of the reporting period, December 31, 1998 and was
inactive in years 1999-2007.

In accordance with SOP No. 90-7, the reorganized value of the Company was
allocated to the Company's assets based on procedures specified by SFAS No. 141,
"Business Combinations". Each liability existing at the plan sale date, other
than deferred taxes, was stated at the present value of the amounts to be paid
at appropriate market rates. It was determined that the Company's reorganization
value computed immediately before August 4, 1998 was $0. The Company had been
inactive since August 3, 1998. We adopted "fresh-start" accounting because
holders of existing voting shares immediately before filing and confirmation
received less than 50% of the voting shares of the emerging entity and its
reorganization value is less than its post-petition liabilities and allowed
claims.

The accounts of any former subsidiaries were not included and were not carried
forward.

2. COURT PROCEEDINGS

BANKRUPTCY PROCEEDINGS: On June 1, 1998, the Registrant filed a voluntary
Chapter 11 petition under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court
Central District of California (case no. SA-98-17977-JB). On August 3, 1998 the
case was converted to Chapter 7. As a result of the voluntary filing and
subsequent conversion, all of our assets, properties and liabilities were
transferred to a United States Trustee and we terminated all of our business
operations. The Bankruptcy Trustee has disposed of substantially all of the
Company's assets. The case was closed May 14, 2002.

RECENT COURT PROCEEDINGS: On April 3, 2007, the Superior Court approved an Order
requiring a shareholder meeting be held. The court ordered meeting was held
September 5, 2007

RESULTANT CHANGE IN CONTROL: In connection with the Order and subsequent
shareholder meeting, Michael Anthony became our sole director and President on
September 5, 2007.

                                       4
<PAGE>

3. EARNINGS/LOSS PER SHARE

Basic earnings per share is computed by dividing income available to common
shareholders (the numerator) by the weighted-average number of common shares
outstanding (the denominator) for the period. Diluted earnings per share assume
that any dilutive convertible securities outstanding were converted, with
related preferred stock dividend requirements and outstanding common shares
adjusted accordingly. It also assumes that outstanding common shares were
increased by shares issuable upon exercise of those stock options for which
market price exceeds the exercise price, less shares which could have been
purchased by us with the related proceeds. In periods of losses, diluted loss
per share is computed on the same basis as basic loss per share as the inclusion
of any other potential shares outstanding would be anti-dilutive. All per share
disclosures retroactively reflect shares outstanding or issuable as though the
reverse split had occurred January 1, 2007.

4. STOCKHOLDERS' EQUITY:

         COMMON STOCK

On August 12, 2008, through a re-domicile to Delaware, we increased the
authorized capital stock to 325,000,000 of which 300,000,000 was classified as
common stock, par value $0.001 per share, and 25,000,000 was classified as
Preferred Stock, par value $0.001 per share. Also on August 12, 2008, through
the re-domicile to Delaware, we enacted a reverse split of the common stock in
the amount of 1:85. The merger formula provided that every eighty-five (85)
issued and outstanding shares of common stock of the non-surviving corporation
be automatically converted into 1 share of common stock of the surviving
corporation. Any resulting share ownership interest of fractional shares was
rounded up to the first whole integer in such a manner that all rounding was
done to the next single share and each and every shareholder would own at least
1 share. The reverse stock split was effective August 12, 2008 for holders of
record at August 12, 2008. Except as otherwise noted, all share, option and
warrant numbers have been restated to give retroactive effect to this reverse
split. All per share disclosures retroactively reflect shares outstanding or
issuable as though the reverse split had occurred January 1, 2007.

         PREFERRED STOCK

On October 31, 2007 the Board of Directors adopted resolutions reducing the
authorized Series C Preferred Stock (of which none were issued and outstanding)
to zero and creating a class of Series B Preferred Stock comprised of 10,000,000
shares. Each share of Series B Preferred Stock entitles the holder thereof to
preferred dividends at the annual rate of eight cents ($.08), ten (10) votes on
all matters put to a vote of stockholders, the right to convert each share into
ten (10) shares of common stock and a liquidation preference of $1.00 per share.
The Company filed amendments to the articles of incorporation to reflect these
capital changes on November 24, 2007 and December 22, 2007 respectively. On
January 10, 2008 Corporate Services International agreed to contribute a total
of $25,000 as paid in capital to Dover Glen in exchange for 10,000,000 shares of
Series B Preferred Stock. 1,000,000 such shares were converted to 10,000,000
shares in October, 2008.

5. RELATED PARTY TRANSACTIONS NOT DISCLOSED ELSEWHERE:

FAIR VALUE OF SERVICES: The sole director provided, without cost to the Company,
his services, valued at $2,000 per month through September 30, 2008, which
totaled $18,000 for the nine-month period then ended. The sole director also
provided, without cost to the Company, office space valued at $250 per month,
which totaled $2,250 for the nine-month period ended September 30, 2008. The
total of these expenses was $20,250 and was reflected in the statement of
operations as general and administrative expenses with a corresponding
contribution of paid-in capital.

DUE RELATED PARTIES: Amounts due related parties consist of corporate
reinstatement expenses paid by the principal shareholder prior to the
establishment of a bank account and $10,000 advanced to the company. Such items
totaled $41,626 at September 30, 2008. Legal services provided to the company by
Laura Anthony through Legal & Compliance, LLC (Michael Anthony's spouse) were
valued at $20,275 and was unpaid at September 30, 2008.


                                       5
<PAGE>



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

BUSINESS

            This quarterly report on Form 10-Q contains forward-looking
statements that are based on current expectations, estimates, forecasts and
projections about the Company, us, our future performance, our beliefs and our
Management's assumptions. In addition, other written or oral statements that
constitute forward-looking statements may be made by us or on our behalf. Words
such as "expects," "anticipates," "targets," "goals," "projects," "intends,"
"plans," "believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks,
uncertainties and assumptions that are difficult to predict or assess.
Therefore, actual outcomes and results may differ materially from what is
expressed or forecast in such forward-looking statements. Except as required
under the federal securities laws and the rules and regulations of the SEC, we
do not have any intention or obligation to update publicly any forward-looking
statements after the filing of this Form 10-Q, whether as a result of new
information, future events, changes in assumptions or otherwise.

         Readers are cautioned not to place undue reliance on the
forward-looking statements contained herein, which speak only as of the date
hereof. We believe the information contained in this Form 10-Q to be accurate as
of the date hereof. Changes may occur after that date. We will not update that
information except as required by law in the normal course of its public
disclosure practices.

         Additionally, the following discussion regarding our financial
condition and results of operations should be read in conjunction with the
financial statements and related notes.

History

         Dover Glen, Inc. (formerly Voxel) (the "Company") was originally
incorporated in the State of California on April 15, 1988. The Company
originally was authorized to issue one million (1,000,000) shares of no par
value common stock, however in June, 1998, the authorized common stock was
increased to ten million (10,000,000) shares.

            From its inception in 1988 through early 1998, the Company had been
engaged in the design, development, and medical evaluation of a sophisticated
system for producing and viewing volumetric holograms which will interface with
existing medical scanning equipment and yield authentic three-dimensional
images. The Company's Digital Holography System consisted of the Voxcam, an
electro-optical instrument that holographically images CT and MR data on film;
Voxboxes, light boxes to view the film; and Voxfilm, special silver halide film
to record the hologram. On September 29, 1995, the Company received clearance
from the United States Food and Drug Administration (the "FDA") to market all
three elements of its Digital Holography System.

            On April 13, 1990 the Company adopted Amended and Restated Articles
of Incorporation increasing the authorized common stock to twelve million
(12,000,000) shares and authorizing two million (2,000,000) shares of preferred
stock. In addition, 490,801 shares of preferred stock were designated as "Series
A Preferred Stock" and 883,444 shares of preferred stock were designated as
"Series B Preferred Stock". On August 2, 1991 the Company again adopted Amended
and Restated Articles of Incorporation increasing the authorized common stock to
fifteen million (15,000,000) shares and authorizing ten million (10,000,000)
shares of preferred stock. In addition, the authorized shares of Series A
Preferred Stock were increased to 492,904 shares and the authorized shares of
the Series B Preferred Stock were increased to 6,322,291 shares. By further
amendment on May 24, 1995 the total authorized Series B Preferred Stock was
increased to 6,407,291.

            Both the Series A Preferred Stock and the Series B Preferred Stock
were created to accommodate financing for the Company's research and development
expenses at that time. In particular, the Company raised $3,799,000 from the
sale of convertible redeemable Series A and Series B Preferred Stock. Both the
Series A and Series B Preferred Stock were converted to Common Stock at the
closing of the Company's initial public offering on November 1, 1994.


                                       6
<PAGE>

            On June 24, 1994, in anticipation of completing an initial public
offering, the Company enacted a reverse split of 1 for 5.145346. On November 1,
1994, the Company completed an initial public offering and its shares began to
trade on the Nasdaq SmallCap Market. On December 28, 1995, in need of additional
financing to continue to funds its research and development expenses and efforts
to get a product to market, the Company designated 4,000,000 shares of preferred
stock as Series C Preferred Stock. The Series C Preferred Stock was issued in a
private financing transaction in exchange for $3,600,000. All of the Series C
Preferred Stock was converted to Common Stock by May 15, 1996.

         Despite years of effort and substantial expenditure, the Company was
unable to bring a product to market or to generate any revenues. In February,
1997 the Company became involved in an arbitrated legal proceeding with a former
Vendor, General Scanning, Inc. ("GSI"). The arbitration arose under the
Development Agreement executed by the parties in August 1994. The Company
believed that the efforts made by, and limited results achieved by, GSI between
the signing of the Development Agreement and the commencement of arbitration
constituted a breach of GSI's obligations. GSI disputed our assertions and
alleged that Voxel had breached the Development Agreement by failing to allow
GSI to continue the program.

         On May 8, 1998 an arbitration panel awarded GSI damages in the amount
of $1,900,000. As a result of the arbitration award on June 1, 1998, the Company
filed for chapter 11 bankruptcy protection under the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the Central District of California (case no.
SA98-17977-JB). On August 3, 1998, the case was converted to a chapter 7
proceeding.

         As a result of the bankruptcy filing, all of our properties were
transferred to a United States Trustee and we terminated all of our business
operations. The Bankruptcy Trustee disposed of substantially all our assets for
$3.15 million dollars and settled a litigation matter on our behalf bringing us
$1,500,000. As a result of the efforts of the Bankruptcy Trustee, the Company
settled with all general unsecured creditors for 59.8% of the value of their
claims. On May 14, 2002 the Chapter 7 bankruptcy was closed by the U.S.
Bankruptcy Court District of California.

         As a consequence of the Company's inability to maintain listing
requirements, the Company was delisted by NASDAQ on September 1, 1998.

         For at least the past approximate ten years, the Company has not
engaged in any business operations, and has not filed the annual or quarterly
reports required by the Securities and Exchange Commission since the quarter
ended March 31, 1998. In addition, on or about March 5, 2002 the California
Secretary of State suspended the Company's corporate charter. Accordingly, the
Company had abandoned its business.

         On April 3, 2007, in its Court Order, the Superior Court of the State
of California, County of Sacramento granted the application of Corporate
Services International, Inc. to hold a shareholder's meeting for the purpose of
electing a new board of directors. Mr. Michael Anthony is the sole officer,
director and shareholder of Corporate Services International.

         In accordance with the Order and in furtherance of the purposes
thereof, on July 30, 2007 Corporate Services International mailed, or caused to
be mailed, a notice of meeting and proxy card to the shareholders of record
setting a meeting which was held on September 5, 2007. The notice of meeting and
proxy card requested that the shareholders vote on the appointment of Michael
Anthony as sole Director.

         At the meeting of shareholders on September 5, 2007, Michael Anthony
was elected the sole director by those shareholders that attended either in
person or by proxy. Immediately following the shareholder meeting, at a meeting
of the Board of Directors, Michael Anthony was appointed President, Secretary
and Chief Financial Officer.


                                       7
<PAGE>

         On September 12, 2007, Voxel adopted Amended and Restated Bylaws. On
October 31, 2007 the Board of Directors adopted resolutions reducing the
authorized Series C Preferred Stock (of which none were issued and outstanding)
to zero and creating a class of Series B Preferred Stock comprised of 10,000,000
shares. Each share of Series B Preferred Stock entitles the holder thereof to
preferred dividends at the annual rate of eight cents ($.08), ten (10) votes on
all matters put to a vote of stockholders, the right to convert each share into
ten (10) shares of common stock and a liquidation preference of $1.00 per share.
The Company filed amendments to the articles of incorporation to reflect these
capital changes on November 16, 2007 and December 12, 2007 respectively.

         On November 1, 2007 Corporate Services International agreed to
contribute a total of $25,000 as paid in capital to Voxel in exchange for
10,000,000 shares of Series B Preferred Stock. The entire $25,000 was paid to
Voxel on May 14, 2008. Voxel is to use these funds to pay the costs and expenses
necessary to revive its business as described below under the heading "Current
Business Plan". Such expenses include, without limitation, fees to reinstate the
Company's corporate charter with the State of California; payment of all past
due franchise taxes; settling all past due accounts with the Company's transfer
agent; accounting and legal fees; costs associated with bringing the Company
current with its filings with the Securities and Exchange Commission, etc.

         On or near October 16, 2008, Corporate Services International, Inc.,
converted 1,000,000 shares of it Series B Preferred Stock into 10,000,000 shares
of common stock.

         Corporate Services International, Inc. is a private services
corporation for which Michael Anthony is the sole shareholder, officer and
director.

         In addition, from April, 2007 through September, 2008 Corporate
Services International lent Voxel $41,626 which funds were used to pay ongoing
administrative expenses, including the costs associated with calling and holding
the shareholders' meeting.

         On August 12, 2008, the Company filed a Definitive 14C Information
Statement with the Securities and Exchange Commission informing the Company
shareholders of certain corporate action. In particular, a majority of the
Company shareholders consented in writing to a change of domicile from
California to Delaware, a change of Company name to Dover Glen, Inc., a reverse
split of the common stock in the amount of 1:85 and an increase in the
authorized capital stock to 325,000,000 of which 300,000,000 is classified as
common stock, par value $0.001 per share, and 25,000,000 will be classified as
Preferred Stock, par value $0.001 per share. Ten Million (10,000,000) shares of
the Preferred Stock remain Series B Preferred Stock and the remaining fifteen
million (15,000,000) shall be issuable in series with such powers, designations,
preferences and relative, participating, optional or other specific rights, and
qualifications, limitations or restrictions thereof, as the Board may fix from
time to time by resolution or resolutions.

         To effectuate the corporate action on August 12, 2008 Voxel the
California corporation and Dover Glen, Inc. the Delaware corporation signed and
filed Articles of Merger with their respective states, pursuant to which the
California Corporation's shareholders received one share of new (Delaware)
common stock for every eighty five (85) shares of old (California) common stock
they owned. All outstanding shares of the California Corporation's common stock
were effectively purchased by the new Delaware Corporation, effectively merging
the California Corporation into the Delaware Corporation, and making the
Delaware Corporation the surviving entity.

Current Business Plan

         Dover Glen is a shell company in that it has no or nominal operations
and either no or nominal assets. At this time, Dover Glen's purpose is to seek,
investigate and, if such investigation warrants, acquire an interest in business
opportunities presented to it by persons or firms who or which desire to seek
the perceived advantages of an Exchange Act registered corporation. The Company
will not restrict its search to any specific business, industry, or geographical
location and the Company may participate in a business venture of virtually any
kind or nature. This discussion of the proposed business is purposefully general
and is not meant to be restrictive of the Company's virtually unlimited
discretion to search for and enter into potential business opportunities.
Management anticipates that it may be able to participate in only one potential
business venture because the Company has nominal assets and limited financial
resources. This lack of diversification should be considered a substantial risk
to shareholders of the Company because it will not permit the Company to offset
potential losses from one venture against gains from another.

         Dover Glen's common stock has been subject to quotation on the NASDAQ
over the counter bulletin board. There is not currently an active trading market
in the Company's shares nor do we believe that any active trading market has
existed for several years. In the event that an active trading market commences,
there can be no assurance as to the market price of our shares of common stock,
whether any trading market will provide liquidity to investors, or whether any
trading market will be sustained.


                                       8
<PAGE>

         Management has substantial flexibility in identifying and selecting a
prospective new business opportunity. Dover Glen would not be obligated nor does
management intend to seek pre-approval by our shareholders.

         Dover Glen may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
Dover Glen may acquire assets and establish wholly owned subsidiaries in various
businesses or acquire existing businesses as subsidiaries.

         Dover Glen intends to promote itself privately. The Company has not yet
begun such promotional activities. Due to general economic conditions, rapid
technological advances being made in some industries and shortages of available
capital, management believes that there are numerous firms seeking the perceived
benefits of a publicly registered corporation. Such perceived benefits may
include facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, providing liquidity (subject to restrictions of
applicable statutes) for all shareholders, and other factors. Potentially,
available business opportunities may occur in many different industries and at
various stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities difficult and complex.

         Dover Glen has, and will continue to have, little or no capital with
which to provide the owners of business opportunities with any significant cash
or other assets. On September 30, 2008 Dover Glen had a cash balance of $2,849.
However, management believes the Company will be able to offer owners of
acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with the acquisition of a business opportunity, including the costs
of preparing Form 8K's, 10K's or 10KSB's, agreements and related reports and
documents. The Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the `34 Act.
The officer and director of Dover Glen has not conducted market research and is
not aware of statistical data which would support the perceived benefits of a
merger or acquisition transaction for the owners of a business opportunity.

         The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officer and director of the Company with such
outside assistance as he may deem appropriate. Management intends to concentrate
on identifying preliminary prospective business opportunities, which may be
brought to its attention through present associations of the Company's officer
and director. In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition and acceptance of products, services, or trades; name
identification; and other relevant factors. Management of Dover Glen expects to
meet personally with management and key personnel of the business opportunity as
part of the investigation. To the extent possible, the Company intends to
utilize written reports and investigation to evaluate the above factors. The
Company will not acquire or merge with any company for which audited financial
statements are not available.

         The foregoing criteria are not intended to be exhaustive and there may
be other criteria that management may deem relevant. In connection with an
evaluation of a prospective or potential business opportunity, management may be
expected to conduct a due diligence review.


                                       9
<PAGE>

         The Officer of Dover Glen has some experience in managing companies
similar to our Company and shall mainly rely upon his own efforts, in
accomplishing our business purposes. The Company may from time to time utilize
outside consultants or advisors to effectuate its business purposes described
herein. No policies have been adopted regarding use of such consultants or
advisors, the criteria to be used in selecting such consultants or advisors, the
services to be provided, the term of service, or regarding the total amount of
fees that may be paid. However, because of the limited resources of the Company,
it is likely that any such fee the Company agrees to pay would be paid in stock
and not in cash.

         The Company will not restrict its search for any specific kind of
business, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
corporate life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer. However, Dover
Glen does not intend to obtain funds in one or more private placements or public
offerings to finance the operation of any acquired business opportunity until
such time as the Company has successfully consummated such a merger or
acquisition.

         The time and costs required to pursue new business opportunities, which
includes negotiating and documenting relevant agreements and preparing requisite
documents for filing pursuant to applicable securities laws, cannot be
ascertained with any degree of certainty.

         Management intends to devote such time as it deems necessary to carry
out the Company's affairs. The exact length of time required for the pursuit of
any new potential business opportunities is uncertain. No assurance can be made
that we will be successful in our efforts. We cannot project the amount of time
that our management will actually devote to our plan of operation.

         Dover Glen intends to conduct its activities so as to avoid being
classified as an "Investment Company" under the Investment Company Act of 1940,
and therefore avoid application of the costly and restrictive registration and
other provisions of the Investment Company Act of 1940 and the regulations
promulgated thereunder.

         As of November 3, 2008, Dover Glen is not in negotiations with, nor
does it have any agreements with any potential merger candidate.

Acquisition of Opportunities

         Management owns 9,000,000 shares of Series B Preferred Stock
representing 100% of the Series B Preferred Stock. Each share of Series B
Preferred Stock entitles the holder to ten (10) votes on any matter submitted to
a vote. In addition, management owns 10,000,000 shares of common stock. On
November 3, 2008 the total outstanding common stock was 10,099,586. Management
effectively controls a vote of 99% of the total issued and outstanding capital
shares of Dover Glen. As a result, management will have substantial flexibility
in identifying and selecting a prospective new business opportunity. In
implementing a structure for a particular business acquisition, the Company may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. It may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that the present management and shareholders of the Company will
no longer be in control of the Company. In addition, the Company's directors
may, as part of the terms of the acquisition transaction, resign and be replaced
by new directors without a vote of the Company's shareholders or may sell their
stock in the Company. Any and all such sales will only be made in compliance
with the securities laws of the United States and any applicable state.

         It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon an exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition.


                                       10
<PAGE>

         With respect to any merger or acquisition, negotiations with target
company management are expected to focus on the percentage of the Company which
the target company shareholders would acquire in exchange for all of their
shareholdings in the target company. Depending upon, among other things, the
target company's assets and liabilities, the Company's shareholders will in all
likelihood hold a substantially lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage ownership may be
subject to significant reduction in the event the Company acquires a target
company with substantial assets. Any merger or acquisition effected by the
Company can be expected to have a significant dilutive effect on the percentage
of shares held by the Company's then shareholders.

         Dover Glen will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.

         Dover Glen does not intend to provide its security holders with any
complete disclosure documents, including audited financial statements,
concerning an acquisition or merger candidate and its business prior to the
consummation of any acquisition or merger transaction.

Conflicts of Interest
---------------------

         Our management is not required to commit his full time to our affairs.
As a result, pursuing new business opportunities may require a greater period of
time than if he would devote his full time to our affairs. Management is not
precluded from serving as an officer or director of any other entity that is
engaged in business activities similar to those of Dover Glen. Management is
currently an officer and director of Econometrics, Inc., a Company substantially
similar to Dover Glen. Management has not identified and is not currently
negotiating with a new business opportunity for us. Management may have
conflicts of interest in determining to which entity a particular business
opportunity should be presented. In general, officers and directors of a
California corporation are required to present certain business opportunities to
such corporation. As management has multiple business affiliations, he may have
similar legal obligations to present certain business opportunities to multiple
entities. In the event that a conflict of interest shall arise, management will
consider factors such as reporting status, availability of audited financial
statements, current capitalization and the laws of jurisdictions. If several
business opportunities or operating entities approach management with respect to
a business combination, management will consider the foregoing factors as well
as the preferences of the management of the operating company. However,
management will act in what he believes will be in the best interests of the
shareholders of Dover Glen and other respective public companies. Dover Glen
shall not enter into a transaction with a target business that is affiliated
with management.

COMPETITION

         Dover Glen will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities. There are many
established venture capital and financial concerns which have significantly
greater financial and personnel resources and technical expertise than the
Company. In view of Dover Glen's combined extremely limited financial resources
and limited management availability, the Company will continue to be at a
significant competitive disadvantage compared to the Company's competitors

GOVERNMENT REGULATIONS

         As a registered corporation, Dover Glen is subject to the reporting
requirements of the Securities Exchange Act of 1934 (the "34 Act") which
includes the preparation and filing of periodic, quarterly and annual reports on
Forms 8K, 10Q and 10K. The 34 Act specifically requires that any merger or
acquisition candidate comply with all applicable reporting requirements, which
include providing audited financial statements to be included within the
numerous filings relevant to complying with the `34 Act.


                                       11
<PAGE>

Dover Glen is a Blank Check Company
-----------------------------------

         At present, Dover Glen is a development stage company with no revenues
and has no specific business plan or purpose. Dover Glen's business plan is to
seek new business opportunities or to engage in a merger or acquisition with an
unidentified company. As a result, Dover Glen is a blank check company and any
offerings of our securities needs to comply with Rule 419 under the Act. Dover
Glen has no current plans to engage in any such offerings.

Dover Glen's Common Stock is a Penny Stock
------------------------------------------

         Dover Glen's common stock is a "penny stock," as defined in Rule 3a51-1
under the Exchange Act. The penny stock rules require a broker-dealer, prior to
a transaction in a penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
sales person in the transaction, and monthly account statements showing the
market value of each penny stock held in the customer's account. In addition,
the penny stock rules require that the broker-dealer, not otherwise exempt from
such rules, must make a special written determination that the penny stock is
suitable for the purchaser and receive the purchaser's written agreement to the
transaction. These disclosure rules have the effect of reducing the level of
trading activity in the secondary market for a stock that becomes subject to the
penny stock rules. So long as the common stock of Dover Glen is subject to the
penny stock rules, it may be more difficult to sell our common stock.

EMPLOYEES

         Dover Glen currently has no employees. The business of the Company will
be managed by its sole officer and director and such officers or directors which
may join the Company in the future, who may become employees of the Company. The
Company does not anticipate a need to engage any fulltime employees at this
time.

OVERVIEW

         Our current activities are related to seeking new business
opportunities. We will use our limited personnel and financial resources in
connection with such activities. It may be expected that pursuing a new business
opportunity will involve the issuance of restricted shares of common stock. At
September 30, 2008 we had cash assets of $2,849. At September 30, 2008 the
Company had current liabilities of $70,561, of which $61,901 are due to related
parties.

         We have had no revenues in either the three or nine months ended
September 30, 2008 or September 30, 2007. Our operating expenses for the three
months ended September 30, 2008 and 2007 were $7,660 and $29,556 respectively.
Our operating expenses for the nine months ended September 30, 2008 and 2007
were $61,567 and $34,257 respectively. Accordingly, we had a net loss of $7,660
and a net loss per share of $.08 for the three months ended September 30, 2008
and a net loss of $29,556 and a net loss per share of $.30 for the three months
ended September 30, 2007. In addition, we had a net loss of $61,567 and a net
loss per share of $.62 for the nine months ended September 30, 2008 and a net
loss of $34,257 and a net loss per share of $.34 for the nine months ended
September 30, 2007.


                                       12
<PAGE>

CONTINUING OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES

         On May 14, 2008, we received $25,000 through the sale of a total of
10,000,000 shares of Series B Preferred Stock to Corporate Services
International, Inc. an entity owned and controlled by our officer and director,
Michael Anthony. In addition to the $25,000 capital investment, Corporate
Services International has loaned the Company a total of $41,626 as of the date
of this Form 10-Q, of which $10,000 was loaned to the Company in the quarter end
September 30, 2008 as a short term loan. While we are dependent upon interim
funding provided by management to pay professional fees and expenses, we have no
written finance agreement with management to provide any continued funding. As
of September 30, 2008 we have a cash balance of $2,849 and as of September 30,
2008 we had current liabilities of $70,561 of which $61,901 is due to related
parties. Although we believe management will continue to fund the Company on an
as needed basis, we do not have a written agreement requiring such funding. In
addition, future management funding, will more than likely be in the form of
loans, for which the Company will be liable to pay back.

         Through the date of this 10Q management related parties have made a
capital investment of $25,000 into the Company and have loaned the Company an
additional $41,626 for ongoing expenses, of which $10,000 was loaned to the
Company in the quarter end September 30, 2008 as a short term loan.

         The Board of Directors of the Company has determined that the best
course of action for the Company is to complete a business combination with an
existing business. The Company has limited liquidity or capital resources. In
the event that the Company cannot complete a merger or acquisition and cannot
obtain capital needs for ongoing expenses, including expenses related to
maintaining compliance with the Securities laws and filing requirements of the
Securities Exchange Act of 1934, the Company could be forced to cease
operations.

         The principal stockholder provided, without cost to the Company, his
services, valued at $2,000 per month through September 30, 2008, which totaled
$18,000 for the nine-month period then ended. The sole director also provided,
without cost to the Company, office space valued at $250 per month, which
totaled $2,250 for the nine-month period ended September 30, 2008. The total of
these expenses was $20,250 and was reflected in the statement of operations as
general and administrative expenses with a corresponding contribution of paid-in
capital.

         Dover Glen currently plans to satisfy its cash requirements for the
next 12 months though its current cash and by borrowing from its officer and
director or companies affiliated with its officer and director and believes it
can satisfy its cash requirements so long as it is able to obtain financing from
these affiliated entities. Dover Glen currently expects that money borrowed will
be used during the next 12 months to satisfy the Company's operating costs,
professional fees and for general corporate purposes. The Company may explore
alternative financing sources, although it currently has not done so.

         Dover Glen will use its limited personnel and financial resources in
connection with seeking new business opportunities, including seeking an
acquisition or merger with an operating company. It may be expected that
entering into a new business opportunity or business combination will involve
the issuance of a substantial number of restricted shares of common stock. If
such additional restricted shares of common stock are issued, the shareholders
will experience a dilution in their ownership interest in the Company. If a
substantial number of restricted shares are issued in connection with a business
combination, a change in control may be expected to occur.

         In connection with the plan to seek new business opportunities and/or
effecting a business combination, the Company may determine to seek to raise
funds from the sale of restricted stock or debt securities. The Company has no
agreements to issue any debt or equity securities and cannot predict whether
equity or debt financing will become available at acceptable terms, if at all.

         There are no limitations in the certificate of incorporation on the
Company's ability to borrow funds or raise funds through the issuance of
restricted common stock to effect a business combination. The Company's limited
resources and lack of recent operating history may make it difficult to borrow
funds or raise capital. Such inability to borrow funds or raise funds through
the issuance of restricted common stock required to effect or facilitate a
business combination may have a material adverse effect on the Company's
financial condition and future prospects, including the ability to complete a
business combination. To the extent that debt financing ultimately proves to be
available, any borrowing will subject the Company to various risks traditionally
associated with indebtedness, including the risks of interest rate fluctuations
and insufficiency of cash flow to pay principal and interest, including debt of
an acquired business.


                                       13
<PAGE>

         The Company currently has no plans to conduct any research and
development or to purchase or sell any significant equipment. The Company does
not expect to hire any employees during the next 12 months. The Company does not
have any contractual obligations.

OFF BALANCE SHEET ARRANGEMENTS

         None.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

         Not applicable to Dover Glen as a smaller reporting company.

ITEM 4T. CONTROLS AND PROCEDURES

            It is the responsibility of the chief executive officer and chief
financial officer of Dover Glen to establish and maintain a system for internal
controls over financial reporting such that Dover Glen properly reports and
files all matters required to be disclosed by the Securities Exchange Act of
1934 (the "Exchange Act"). Michael Anthony is the Company's chief executive
officer and chief financial officer. The Company's system is designed so that
information is retained by the Company and relayed to counsel as and when it
becomes available. As the Company is a shell company with no or nominal business
operations, Mr. Anthony immediately becomes aware of matters that would require
disclosure under the Exchange Act. After conducting an evaluation of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of September 30, 2008, he has concluded that the Company's
disclosure controls and procedures were effective to ensure that information
required to be disclosed by it in its reports filed or submitted under the
Exchange Act is recorded, processed summarized and reported within the time
periods specified in the rules and forms of the Securities and Exchange
Commission (the "SEC").

            This quarterly report does not include an attestation report of the
Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management's report in this quarterly report.

            There were no significant changes in the Company's internal controls
or in other factors that could significantly affect these controls subsequent to
that evaluation, and there were no significant deficiencies or material
weaknesses in such controls requiring corrective actions.

                           PART II - OTHER INFORMATION


ITEM 1:  LEGAL PROCEEDINGS

         On May 8, 1998 an arbitration panel awarded GSI damages in the amount
of $1,900,000. As a result of the arbitration award on June 1, 1998, the Company
filed for chapter 11 bankruptcy protection under the U.S. Bankruptcy Code in the
U.S. Bankruptcy Court for the Central District of California (case no.
SA98-17977-JB). On August 3, 1998, the case was converted to a chapter 7
proceeding.

         As a result of the filing, all of our properties were transferred to a
United States Trustee and we terminated all of our business operations. The
Bankruptcy Trustee disposed of substantially all our assets for $3.15 million
dollars and settled a litigation matter on our behalf bringing us $1,500,000. As
a result of the efforts of the Bankruptcy Trustee, the Company settled with all
general unsecured creditors for 59.8%. On May 14, 2002 the Chapter 7 bankruptcy
was closed by the U.S. Bankruptcy Court District of California.

         On April 3, 2007, in its Court Order, the Superior Court of the State
of California, County of Sacramento granted the application of Corporate
Services International, Inc. to hold a shareholder's meeting for the purpose of
electing a new board of directors. Mr. Michael Anthony is the sole officer,
director and shareholder of Corporate Services International.


                                       14
<PAGE>

         In accordance with the Order and in furtherance of the purposes
thereof, on July 27, 2007 Corporate Services International mailed, or caused to
be mailed, a notice of meeting and proxy card to the shareholders of record
setting a meeting which was held on September 5, 2007. The notice of meeting and
proxy card requested that the shareholders vote on the appointment of Michael
Anthony as sole Director.

         At the meeting of shareholders on September 5, 2007, Michael Anthony
was elected the sole director by those shareholders that attended either in
person or by proxy. Immediately following the shareholder meeting, at a meeting
of the Board of Directors, Michael Anthony was appointed President, Secretary
and Chief Financial Officer.

         Dover Glen's officer and director is not aware of any threatened or
pending litigation to which the Company is a party or which any of its property
is the subject and which would have any material, adverse effect on the Company.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         The following is a list of unregistered securities sold by the Company
within the last three years including the date sold, the title of the
securities, the amount sold, the identity of the person who purchased the
securities, the price or other consideration paid for the securities, and the
section of the Securities Act of 1933 under which the sale was exempt from
registration as well as the factual basis for claiming such exemption.

         On November 1, 2007 Corporate Services International agreed to
contribute a total of $25,000 as paid in capital to Dover Glen in exchange for
10,000,000 shares of Series B Preferred Stock. The entire $25,000 was paid on
May 14, 2008. Each share of Series B Preferred Stock entitles the holder thereof
to preferred dividends at the annual rate of eight cents ($.08), ten (10) votes
on all matters put to a vote of stockholders, the right to convert each share
into ten (10) shares of common stock and a liquidation preference of $1.00 per
share. On or near October 16, 2008, Corporate Services International converted
1,000,000 shares of its Series B Preferred Stock into 10,000,000 shares of
common stock.

         Dover Glen is to use the proceeds to pay the costs and expenses
necessary to revive its business as described under the heading "Current
Business Plan". Such expenses include, without limitation, fees to reinstate the
Company's corporate charter with the State of California; payment of all past
due franchise taxes; settling all past due accounts with the Company's transfer
agent; accounting and legal fees; costs associated with bringing the Company
current with its filings with the Securities and Exchange Commission, etc.

         Corporate Services International, Inc. is a private services
corporation for which Michael Anthony is the sole shareholder, officer and
director.

         The Company believes that the issuance and sale of the restricted
shares was exempt from registration pursuant to Section 4(2) of the Act as
privately negotiated, isolated, non-recurring transactions not involving any
public solicitation. An appropriate restrictive legend is affixed to the stock
certificates issued in such transactions.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

         None.

                                       15
<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         On July 27, 2007 we mailed, or caused to be mailed, a notice of meeting
and proxy card to the shareholders of record setting a meeting which was held on
September 5, 2007. The notice of meeting and proxy card requested that the
shareholders vote on the appointment of Michael Anthony as sole Director. At the
meeting of shareholders on September 5, 2007, Michael Anthony was elected the
sole director by those shareholders that attended either in person or by proxy.
The total votes in favor of Mr. Anthony's election were 450,361; those against
were 7,934; and those abstaining were 13,925.

         On July 28, 2008 shareholders owning in the aggregate 10,000,000 shares
of convertible Series B Preferred Stock representing 92.2% of the total voting
rights of all voting capital stock consented in writing to a change of domicile
from California to Delaware, a change of Company name to Dover Glen, Inc., a
reverse split of the common stock in the amount of 1:85 and an increase in the
authorized capital stock to 325,000,000 of which 300,000,000 will be classified
as common stock, par value $0.001 per share, and 25,000,000 will be classified
as Preferred Stock, par value $0.001 per share. Ten Million (10,000,000) shares
of the Preferred Stock shall remain Series B Preferred Stock and the remaining
fifteen million (15,000,000) shall be issuable in series with such powers,
designations, preferences and relative, participating, optional or other
specific rights, and qualifications, limitations or restrictions thereof, as the
Board may fix from time to time by resolution or resolutions.

ITEM 5.  OTHER INFORMATION

         None.


                                       16
<PAGE>

ITEM 6. EXHIBITS

EXHIBITS

NUMBER                         DESCRIPTION
------                         -----------


2.1.1           Agreement of Merger between Voxel, a California corporation and
                Dover Glen, Inc. a Delaware corporation dated August 12, 2008

3.1.1           Articles of Incorporation of Voxel dated April 15, 1988*

3.1.2           Certificate of Amendment to Articles of Incorporation dated June
                6, 1988*

3.1.3           Amended and Restated Articles of Incorporation dated April 13,
                1990*

3.1.4           Amended and Restated Articles of Incorporation dated August 2,
                1991*

3.1.5           Certificate of Amendment of Articles of Incorporated dated May
                24, 1993*

3.1.6           Certificate of Amendment of Articles of Incorporated dated June
                24, 1994*

3.1.7           Certificate of Amendment of Articles of Incorporation dated
                December 22, 1995*

3.1.8           Articles of Incorporation - Voxel Delaware dated September 10,
                2007

3.1.9           Certificate of Amendment to Articles of Incorporation dated June
                25, 2008

3.2             By-laws*

4.1.1           Certificate of Determination of Rights, Preferences, Privileges
                and Restrictions of Series C Preferred Stock dated December 29,
                1995*

4.1.2           Amended Officers Certificate Decreasing Authorized Series C
                Preferred Stock dated November 16, 2007*

4.1.3           Certificate of Determination of Preferences and Rights of Series
                B Preferred Stock dated December 12, 2007*

31.1            Certification of Principal Executive and Principal Financial
                Officer pursuant to Sarbanes-Oxley Section 302

32.1            Certification of Chief Executive and Chief Financial Officer
                pursuant to Sarbanes-Oxley Section 906


* Filed with the Company's Form 10-K for the period ended December 31, 1998.



                                       17
<PAGE>

                                   SIGNATURES

            In accordance with Section 13 or 15(d) 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.


Date:  November 3, 2008                       Dover Glen, Inc.


                                              By: /s/ Michael Anthony
                                                  ------------------------------
                                                  Name: Michael Anthony
                                                  Title: Chief Executive Officer
















                                       18