UNITED
STATES




SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC  20549


___________________________




FORM
10-K




(mark
one)






þ
            ANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the fiscal year ended December 31, 2008




o
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF       1934




For
      the transition period from _______ to
_______




Commission
File No.  000-53469




Dover Holding
Corporation


(Exact
Name of registrant as specified in its charter)




Nevada
            86-0883291(State
      or Other Jurisdiction of Incorporation
              or
      Organization)
            (I.R.S.  Employer
      Identification No.)1818 N. Farwell Ave –
      Milwauke, WI
            53202(Address
      of Principal Executive Offices)
            (Zip
      Code)(414)
      286-2605(Issuer’s
      Telephone Number, Including Area
Code)





Securities
registered pursuant to Section 12(b) of the Exchange Act: None


Securities
registered pursuant to Section 12(g) of the Exchange Act:  par value
$.001 Common Stock





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes oNo x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.  Yes oNo x





Indicate
by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during
the preceding 12 months, (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes xNo o





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





Indicate
by check mark whether the registrant is a large accelerated filer, and
accelerated filer, a non-accelerated filer, or a small reporting
company.  See definitions of “large accelerated filer”, “accelerated
filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.  (Check One):




Large Accelerated
      Filer  o
            Accelerated
      Filer  oNon-accelerated
      Filer  o
            Smaller reporting
      company  x




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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity of the registrant
as of June 30, 2008 and as of December 31, 2008:  There has been no
public trading market for the company stock.





(ISSURERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST 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 oNo [_]





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date: as of March  31, 2008 there were
27,115,376 shares of common stock outstanding.









DOVER
HOLDING CORPORATION


Table
of Contents




PART
      IItem
      1.  Business
            1Item
      1A.  Risk Factors
            3Item
      1B.  Unresolved Staff Comments
            8Item
      2.  Properties.
            8Item
      3.  Legal Proceedings.
            8Item
      4.  Submission of Matters to a Vote of Security
      Holders.
            8PART
      IIItem
      5.  Market For Registrant’s Common Equity, Related Stockholder
      Matters and Issuer Purchases of Equity Securities.
            9Item
      6.  Selected Financial Data.
            9Item
      7.  Management’s Discussion and Analysis of Financial Condition
      and Results of Operations.
            10Item
      8.  Financial Statements and Supplementary Data.
            14Item
      9.  Changes in and Disagreements With Accountants on Accounting
      and Financial Disclosure.
            14Item
      9A. Controls and Procedures.
            14Item
      9B.  Other Information.
            15PART
      IIIItem
      10. Directors, Executive Officers, and Corporate
    Governance.
            16Item
      11. Executive Compensation.
            17Item
      12. Security Ownership of Certain Beneficial Owners and Management and
      Related Stockholder Matters.
            18Item
      13.  Certain Relationships and Related Transactions, and
      Director Independence.
            19Item
      14.  Principal Accountant Fees and Services.
            20PART
      IVItem
      15. Exhibits and Financial Statement Schedules.
            21SIGNATURES
            22Ex.
      31.1Ex.
      32.1







FORWARD-LOOKING
STATEMENTS





Certain
statements made in this report on Form 10-K are "forward-looking statements"
regarding the plans and objectives of management for future operations. Such
statements involve known and unknown risks, uncertainties and other factors that
may cause actual results, performance or achievements of Dover Holding
Corporation (the "Company") to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. The forward-looking statements included herein are based on current
expectations that involve numerous risks and uncertainties. The Company's plans
and objectives are based, in part, on assumptions involving judgments with
respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond the control of the
Company. Although the Company believes its assumptions underlying the
forward-looking statements are reasonable, any of the assumptions could prove
inaccurate and, therefore, there can be no assurance the forward-looking
statements included in this report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included
herein, the inclusion of such information should not be regarded as a
representation by the Company or any other person that the objectives and plans
of the Company will be achieved.




PART
I




Item 1.
            Description of
      Business.




Overview





Dover
Holding Corporation (the “Company”) was formed and incorporated in the state of
Nevada on December 5, 1995.  On June 1, 2008, the Company began
operations focused on real estate ownership and consultation, with a primary
focus on the real estate interests of 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
(CEO), and acquired the domain name “nnn.net” and “nnn.bz”, as a web portal,
from Santa Clara Partners, LLC, a company managed by our
CEO,  President and largest shareholder.





History





The
Company was initially formed under the name Business Valet Services
Corp.  The Company changed its name to CTI Technology, Inc. on June 6,
2000 and filed for bankruptcy on April 10, 2002.  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 (the “Reorganization”).  On October 25, 2007
the Company changed its name to HeadWater Beverage Company, Inc.  On
March 8, 2008, the Company changed its name to Dover Holding Corp. and further
amended the name change on April 24, 2008 to correct the name change to Dover
Holding Corporation.  During the time period from the Reorganization in
2003 through March 27, 2008, the Company had no significant business operations,
and was seeking a business opportunity or business combination. 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.





Current
Business





Our
business plan is to provide long-term, real estate-based 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 intend to use sale-leaseback financing
transactions, with triple-net leases, to provide micro-cap companies a source of
liquidity for operations and business expansion.  Sale-leaseback
financing transactions generally involve the sale of improved and currently
occupied real estate by the owner to another party (who will act as a passive
real estate investor/landlord) with a simultaneous leaseback of the real estate
from the investor/landlord to the seller, pursuant to a triple-net lease having
a firm term of ten to twenty-five years, and renewal
periods.  “Triple-net leases” generally are full recourse obligations
of the tenant or its affiliates, and place the economic burden of ownership
largely on the tenant by requiring it to pay the costs of maintenance,
insurance, taxes, structural repairs and other operating expenses.




1




We will
be relying on the normal functioning of credit and equity markets to finance and
grow our business. Recently, severe credit and liquidity issues in the subprime
residential lending and single family housing sectors negatively impacted the
asset-backed and corporate fixed income markets, as well as the equity
securities of financial institutions, homebuilders and real estate companies. As
the U.S. public stock markets and credit markets continue to lack stability and
uncertain liquidity, generally, there is uncertainty regarding available capital
for real estate debt or capital investment.  As these conditions
continue we expect that risk premiums in many capital markets will remain at or
near all-time highs with liquidity extremely low compared to historical
standards or virtually non-existent. We believe that, as a result, most
commercial real estate finance and financial services industry participants will
or have curtailed new investment activity until the capital markets become more
stable, the macroeconomic outlook becomes clearer and market liquidity
increases.




More and
more companies, both public and private, are realizing the importance of using
their capital in support of their core business in order to obtain the highest
returns for their shareholders. For non-real estate companies, real estate is
necessary, but ancillary, to the core business. Thus, as long as the appropriate
level of control is maintained (via a lease), we believe many companies would
lease rather than own the land and buildings used in their business. For
companies that currently own real property, a sale/leaseback transaction is an
often used strategy to raise capital and remove real estate assets from their
books. Today, given the low cost of fixed rate long term financing relative to
short term financing, these transaction are even more advantageous.




General
advantages of sale/ leaseback transactions include:




1.
            Increase
      Core Returns - Core returns, as measured by a company’s weighted average
      cost of capital, often exceed the lease
cost.




2.
            Increase
      Overall Earnings/Related Measures – Not owning property eliminates
      depreciation expense, while any gain from the sale is recognized. These
      factors and the return arbitrage generally exceed the additional rent
      expense thus increasing earnings/shareholder value. From a cash
      perspective, rent expense is often lower than the cost of amortizing
      mortgage debt and lease payments can be structured to achieve cash
      management goals.




3.
            Control
      Over the Property - The long term net lease generally insures that the
      company’s control, security and flexibility concerns regarding its
      operating requirements are satisfied. The long term net lease also
      includes a sufficient initial term as well as renewal options to insure
      the property will continue to be available for a company’s
      use.




Since
many micro-cap companies lack access to capital and are generally considered
“non-investment grade” tenants, structuring long-term triple-net leased
transactions that provide an economic package suitable for the micro-cap
company/lessee and provide a sufficient risk-reward profile for the lessor,
traditionally have been difficult.   We intend to provide
micro-cap companies with a lease that allows for partial payment of rent with
the lessee’s common stock (and partial payment in cash), in order to provide an
economic lease package more suitable to the prospective lessees, that will
provide a sufficient risk-reward profile for the Company, as
lessor.





As our
business plan evolves, we expect our real estate investment portfolio to consist
primarily of single-tenant commercial real property having triple-net leases in
place with terms of ten to twenty-five years.  We have yet to complete
our first sale-leaseback transaction.  However, we currently are
negotiating an agreement to represent a micro-cap company in the structure of a
traditional sale-leaseback transaction on a fee basis.  We expect that
such fee agreements, should they be executed, will continue to be an ongoing
source of revenue to the Company.





We have
acquired the domain names “nnn.net” and “ nnn.bz”, which we believe has
significant value to our business as “NNN” is a common real estate acronym
describing a triple-net lease in which the cost of maintenance, insurance,
taxes, structural repairs and other expenses are paid by the
tenant.  We are developing a portal to be used by the Company to
interface with micro-cap companies to exchange market information, as well as
information about the services we offer.  Our website is expected to
generate leads both for the purchase of real estate in a sale-leaseback
transaction, and to generate leads that are expected to lead to consulting
revenue.  Initially, in order to carry out our business plan, we
expect to rely heavily on the experience and contacts of our executive officers
to generate business opportunities and to generate revenue.  We issued
10 million shares of common stock in the Company valued at $50,000 for the
domain names we acquired from Santa Clara Partners, LLC, an entity owned by our
CEO and President.  These domains were later  impaired
during  the year end December 31, 2008 in the amount of
$10,005.





2




Our
principal executive offices are located at 1818 North Farwell Avenue, Milwaukee,
Wisconsin, 53202 our telephone number is (414) 283-2605.





Our
intellectual property includes our web sites, web site organization, our domain
names and the names, nnn.net and nnn.bz.  We have not filed any
applications to secure registration for any trademarks in the United States or
any other country, nor do we have any patents, trademark applications or
copyrights pending.





We
expended no funds for research and development during our fiscal year ended
December 31, 2008.




Employees.




As of
December 31, 2008, we had no employees other than our CEO and President, neither
of whom receives compensation.




Item
      1A.
            Risk
      Factors




The
Company’s business is subject to many risks, including the
following:




Liquidity
Risk





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 $85,047 and $24,125 for the twelve months ending December
31, 2008 and 2007 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.




We
have experienced net losses, and we may not be profitable in the
future.




We
experienced net losses of $85,047 and $24,125 for the years ended December 31,
2008 and 2007 respectively and we may not generate profits in the future on a
consistent basis, or at all. As of December 31, 2008, we had a net working
capital deficit of $76,399 and a shareholders’ deficit of $33,904. If we fail to
achieve consistent profitability, that failure could have a negative effect on
our financial condition.




We
will need additional capital in the future and it may not be available on
acceptable terms, or at all, which will impair our ability to continue as a
going concern.




Looking
ahead at long-term needs, we may need to raise additional funds for a number of
purposes including for the purchase of real estate in a sale-leaseback
transaction; to sustain and expand sales and marketing activities, to
effectively support the operations and to otherwise implement our overall
business strategy. If such funds are not available when required or on
acceptable terms, our business and financial results could suffer. The inability
to obtain additional capital will restrict our ability to grow and may reduce
its ability to continue to conduct business operations. Any additional equity
financing may involve substantial dilution to the existing
shareholders.




We
do not expect to increase our revenues and earnings significantly until we
obtain consulting agreements or enter into our first sale-leaseback
transaction.




3




We are
currently developing our web portals at www.nnn.net and www.nnn.bz to market
our services.  The websites are not fully developed, and offers
limited services to potential clients.  If we are delayed in
developing the website, or our website is not well received by our target
market, we may be delayed in generating revenue.  Beyond our web
portal we rely heavily on our executive officers, who do not work exclusively
for the Company, and their business contacts.  If our executive
officers do not devote substantial time to our business, our ability to generate
sufficient revenue to continue as a going concern may suffer.




If we are unsuccessful in
implementing our business strategy, we may enter into a merger or acquisition
transaction in which our shareholders incur substantial dilution of ownership
interests.




If we are
not successful in implementing our business strategy, we may consider a merger
or other acquisition transaction under which our company would be acquired by or
merged with another business entity and we would subsequently be controlled by
different management and shareholders of the other entity would likely hold a
majority interest. Under such circumstances it is unlikely that our director or
any of our shareholders would have any significant input in managing the
resulting business or successor corporation. It is unlikely that approval of our
shareholders would be required to effect such a transaction. We are unable to
predict whether or when such a transaction might be effected.




Additional
risk in receiving rental payments in common stock.




Our
sale-leaseback model contemplates being paid rent in a combination of cash and
common stock.  Given the fluctuations in the market price of the any
particular lessee’s common stock, our Company may have greater risk in the value
of future rental streams in comparison to a traditional sale-leaseback in which
the tenant pays rent entirely in cash.  Additionally, some shares may
be restricted from 6 to 12 months from receipt of those shares.  If
the Company should receive restricted common stock, the Company may be subject
to additional volatility on its future revenue if the shares cannot be sold
immediately upon receipt.  Further, if we receive significant amounts
of capital stock of other companies, we could be required to register with the
Securities and Exchange Commission as an investment company.




We
face intense competition.




We may be
at a competitive disadvantage with respect to cost of funds in comparison to our
competition.  Given that the Company does not have a proven source of
low cost funds, our competition may be able to offer a better economic bargain
than is available to us.  Although our business plan offers an
alternative to a strict cash payment for rent, we are unsure that the market
will actively accept our transaction alternative.  If our structure is
not accepted, our revenue will suffer and operations will be negatively
impacted.




We
have only limited indications of acceptability of our sale-leaseback
model.




In
addition to revenues from consulting on sale-leaseback transactions, we expect
to generate revenues through sale-leaseback transactions in which we act as
Lessor.  Our model differs from standard leases, in that we expect to
offer an alternative to the lessee in which part of the rent may be paid in
common stock of the lessee.  Since this concept is not widely used in
the real estate market, we, therefore, cannot predict whether we will be
successful in selling our sale-leaseback model to companies in sufficient
quantities.




We
face the risk of systems interruptions and capacity constraints on our website,
possibly resulting in losses of revenue, erosion of customer trust and adverse
publicity.




The
availability, reliability and satisfactory performance of our website are
critical to our reputation and our ability to attract and retain customers and
to maintain adequate customer service. We may experience temporary system
interruptions in the future for a variety of reasons, including power failures
and software bugs. We may not be able to correct a problem in a timely manner
because of our dependence on outside consultants for the implementation of
certain aspects of our system. Because some of the reasons for a systems
interruption may be outside our control, we also may not be able to remedy the
problem quickly or at all. To the extent that customer traffic grows
substantially, we will need to expand the capacity of our systems to accommodate
a larger number of visitors. Any inability to scale our systems may cause
unanticipated system disruptions, slower response times, degradation in levels
of customer service, impaired quality and speed of order fulfillment or delays
in reporting accurate financial information. We are not certain that we will be
able to project the rate or timing of increases, if any, in the use of our web
site accurately or in a timely manner to permit us to upgrade effectively and
expand our transaction-processing systems or to integrate smoothly any newly
developed or purchased modules with our existing systems.




4




The limited time commitment or the
loss of the services of David Marks, our President and Director, or Frank
Crivello, our Chairman and CEO, could have a negative impact on our
business.




We have
no personnel except Mr. Marks and Mr. Crivello. Mr. Marks is employed by many
public and private companies and provides services to our Company on a part-time
basis.   Mr. Crivello is a principal of Crivello Group, LLC and
provides services to our Company on a part-time basis.  For the
foreseeable future, we have no plans to employ any management personnel in
addition to Mr. Marks and Mr. Crivello.  Mr. Marks or Mr. Crivello
could leave without prior notice since they have no employment contract with the
Company. If we lose the services of Mr. Marks or Mr. Crivello, our business
could be harmed seriously. We do not have "key person" life insurance policies
covering either executive. Although Mr. Marks and Mr. Crivello are associated
with other firms involved in a range of business activities, we do not
anticipate that there will be any conflicts of interest with regard to his
performance of Company.




Our
principal stockholders, officers and directors own a controlling interest in its
voting stock and investors have a limited voice in our management.





Our
principal stockholders, officers and directors, in the aggregate, beneficially
own approximately 97% of its outstanding common stock. Santa Clara Partners,
LLC, and Frank P. Crivello, holds approximately 96% of its outstanding common
stock. David Marks, the Company’s President and a Director, is a member of Santa
Clara Partners, LLC.  Frank Crivello, our Chairman and CEO is the
managing member of Santa Clara Partners, LLC.   As a result,
these stockholders acting together, have the ability to control substantially
all matters submitted to the Company's stockholders for approval, including: the
election of its board of directors; removal of any of its directors; amendment
of its certificate of incorporation or bylaws; and adoption of measures that
could delay or prevent a change in control or impede a merger, takeover or other
business combination involving the Company.





As a
result of their ownership and positions, our principal stockholders, directors
and executive officers collectively are able to influence all matters requiring
stockholder approval, including the election of directors and approval of
significant corporate transactions. In addition, sales of significant amounts of
shares held by our principal stockholders, directors and executive officers, or
the prospect of these sales, could adversely affect the market price of our
common stock. Their stock ownership may discourage a potential acquirer from
making a tender offer or otherwise attempting to obtain control of the Company
which, in turn, could reduce our stock price or prevent our stockholders from
realizing a premium over their investment cost.





We
have a limited operating history upon which an evaluation of our prospects can
be made.  For that reason, it would be difficult for a potential
investor to judge our prospects for success.





We had no
significant business operations from March 2003 until June 2008, when we
acquired the nnn.net and nnn.bz domains and became a developmental stage
company, nor have we had any significant operations thru December 31,
2008.  In light of the fact that there are no other business models
that management can look to in the formation and operation of our sale-leaseback
business, there can be no assurance that our proposed operations will be
implemented successfully or that we will ever have profits.  If we are
unable to sustain our operations, you may lose your entire
investment.  We face all the risks inherent in a new business, which
include the expenses, difficulties, complications and delays frequently
encountered in connection with conducting operations, including capital
requirements and management's potential underestimation of initial and ongoing
costs.  As a new business, we may encounter delays and other problems
in connection with the operations that we implement.  We also face the
risk that we will not be able to effectively implement our business plan. In
evaluating our business and prospects, these difficulties should be considered.
If we are not effective in addressing these risks, we will not operate
profitably and we may not have adequate working capital to meet our obligations
as they become due.  This may cause our stock price to decline and
result in a loss of a portion or all of your investment.




5


Our
tenants’ creditworthiness and ability to pay rent may be affected by competition
within their industries.





The
tenants leasing our properties can face significant competition from other
companies with their respective industries.  This competition may
adversely affect their revenues and, accordingly, their ability to pay
rent.  This may adversely affect their ability to pay the portion of
the fixed rent that is to be paid in cash, and upon which the Company has relied
in arranging financing for the acquisition of the property that is being leased
(back) by the Company.  If the Company does not receive sufficient
fixed rent in cash, it may be unable to pay the fixed debt service on its
borrowings, which may result in defaults, foreclosures, and, ultimately, the
failure of the Company to continue as a going concern.





Since
our tenants are not “investment grade” each sale/leaseback transaction will have
credit risk related to the tenant’s overall ability to generate revenue and net
income and continue as a going concern.




A tenant
bankruptcy or insolvency could diminish the income we receive from that tenant’s
lease or leases.  In addition, a bankruptcy court may permit the
tenant to reject and terminate its lease with us, which will limit our recovery
of unpaid and future rent, that may be substantially less than the remaining
rent we are owed under the leases and may be substantially less than the debt
service we may be obligated to pay in connection with the funds borrowed by us
to finance the acquisition of the real estate from the tenant.


As
a property owner, we may be subject to unknown environmental
liabilities.




Investments
in real property can create a potential for environmental
liability.  An owner of property can face liability for environmental
contamination created by the presence or discharge of hazardous substances on
the property. We can face such liability regardless of our knowledge of the
contamination; the timing of the contamination; the cause of the contamination;
or the party responsible for the contamination of the property.





There may
be environmental problems of which we are unaware associated with our
properties.  The presence of hazardous substances on a property may
adversely affect our ability to sell that property and we may incur substantial
remediation costs. Although our leases generally require our tenants to operate
in compliance with all applicable federal, state and local environmental laws,
ordinances and regulations, and to indemnify us against any environmental
liabilities arising from the tenants’ activities on the property, we could
nevertheless be subject to strict liability by virtue of our ownership interest.
There also can be no assurance that our tenants could or would satisfy their
indemnification obligations under their leases. The discovery of environmental
liabilities attached to our properties could have an adverse effect on our
results of operations, our financial condition or our ability to make
distributions to stockholders and to pay the principal of and interest on our
debt securities and other indebtedness.





In
addition, properties we may acquire may have been built during the period when
asbestos was commonly used in building construction and other buildings with
asbestos may be acquired by the Company in the future.  Environmental
laws govern the presence, maintenance and removal of asbestos-containing
materials, or ACMs, and require that owners or operators of buildings containing
asbestos properly manage and maintain the asbestos, that they adequately inform
or train those who may come into contact with asbestos and that they undertake
special precautions, including removal or other abatement in the event that
asbestos is disturbed during renovation or demolition of a
building.  These laws may impose fines and penalties on building
owners or operators for failure to comply with these requirements and may allow
third parties to seek recovery from owners or operators for personal injury
associated with exposure to asbestos fibers.





It is
also possible that some of our properties may contain or develop harmful mold,
which could lead to liability for adverse health effects and costs of
remediation of the problem.  When excessive moisture accumulates in
buildings or on building materials, mold growth may occur, particularly if the
moisture problem remains undiscovered or is not addressed over a period of time.
Some molds may produce airborne toxins or irritants. Concern about indoor
exposure to mold has been increasing, as exposure to mold may cause a variety of
adverse health effects and symptoms, including
allergic or other reactions. As a result, the presence of mold to which our
tenants or their employees could be exposed at any of our properties could
require us to undertake a costly remediation programto contain or remove the mold from the affected
property, which would reduce ourcash
available for distribution. In addition, exposure to mold by our tenants or
others could expose us to liability if property damage or health concerns
arise.





6


Our
diligence process undertaken prior to any acquisition is designed to detect the
presence of such hazardous substances.  However, there can be no
assurance that all such hazardous substances will be detected and there can be
no assurance that the property will not be contaminated by third parties after
the acquisition.





Real
estate ownership is subject to particular economic conditions that may have a
negative impact on our revenue.





We are
subject to all of the general risks associated with the ownership of real
estate.  In particular, we face the risk that rental revenue from our
properties may be insufficient to cover all corporate operating expenses, debt
service payments on indebtedness we incur and distributions on our stock.
Additional real estate ownership risks include:





Adverse
      changes in general or local economic conditions;Changes
      in supply of, or demand for, similar or competing
    properties;Changes
      in interest rates and operating expenses;Competition
      for tenants;Changes
      in market rental rates;Inability
      to lease properties upon termination of existing
leases;Renewal
      of leases at lower rental rates;Inability
      to collect rents from tenants due to financial hardship, including
      bankruptcy;Changes
      in tax, real estate, zoning and environmental laws that may have an
      adverse impactupon
      the value of real estate;Uninsured
      property liability;Property
      damage or casualty losses;Unexpected
      expenditures for capital improvements or to bring properties into
      compliance withapplicable
      federal, state and local laws;Acts
      of terrorism and war; andActs
      of God and other factors beyond the control of our
    management.





Recent
and continuing disruptions in the financial markets could affect our ability to
obtain debt financing on reasonable terms and have other adverse effects on
us.





The
United States credit markets have recently experienced significant dislocations
and liquidity disruptions which have caused the spreads on prospective debt
financings to widen considerably.  These circumstances have materially
impacted liquidity in the debt markets, making financing terms for borrowers
less attractive, and, in certain cases, have resulted in the unavailability of
certain types of debt financing.  Continued uncertainty in the credit
markets may negatively impact our ability to make acquisitions.  A
prolonged downturn in the credit markets could cause us to seek alternative
sources of potentially less attractive financing, and may require us to adjust
our business plan accordingly.  In addition, these factors may make it
more difficult for us to sell properties or may adversely affect the price we
receive for properties that we do sell, as prospective buyers may experience
increased costs of debt financing or difficulties in obtaining debt
financing.  These events in the credit markets have also had an
adverse effect on other financial markets in the United States, which may make
it more difficult or costly for us to raise capital through the issuance of our
common stock or preferred stock.  These disruptions in the financial
markets also may have other unknown adverse effects on us or the economy
generally.




The Company’s common stock is subject
to the "Penny Stock" rules of the SEC and the trading market in its securities
is limited, which makes transactions in its stock cumbersome and may reduce the
value of an investment in its stock.





The Securities and
Exchange Commission has adopted Rule 15g-9 which establishes the definition of a
"penny stock," for the purposes relevant to us, as any equity security that has
a market price of less than $5.00 per share or with an exercise price of less
than $5.00 per share, subject to certain exceptions.   Generally,
brokers may be less willing to execute transactions in securities subject to the
"penny stock" rules. This may make it more difficult for investors to dispose of
the Company's common stock and cause a decline in the market value of its
stock.




7


Our
Leases may contain provisions that provide for a portion of the Tenant’s rental
payments to be payable in common stock which may cause a portion of our future
income stream to become highly volatile.





The
United States micro cap equity markets can be highly volatile.  As a
portion of our future income stream will be dependent upon the share price of
our Tenants, it may be necessary to periodically re-evaluate common stock held
for resale and expected future income streams.  Such calculations may
involve the use of derivatives on our financials.




Item 1B.
              Unresolved Staff
      Comments


None




Item
      2.
            Description
      Of Property.




The
company currently occupies space at the offices of the executive officers
located at 1818 North Farwell Avenue, Milwaukee Wisconsin,
53202.   The company does not currently have a formal lease
arrangement, however, once revenue is generated the company expects to put a
formal lease in place.






Item
      3.
            Legal
      Proceedings.




From time
to time, we may become involved in various lawsuits and legal proceedings which
arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties, and an adverse result in these or other matters may
arise from time to time that may harm our business. We are currently not aware
of any such legal proceedings or claims that we believe will have, individually
or in the aggregate, a material adverse affect on our business, financial
condition or operating results.




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




None.




8




PART
II






Item
      5.
            Market
      For Common Equity, Related Stockholder Matters and Small Business Issuer
      Purchases of Equity Securities




Not applicable




Dividends.




We have
not paid any dividends on our common stock and do not anticipate paying any cash
dividends in the foreseeable future.  We intend to retain any earnings
to finance the growth of the business. We cannot assure you that we will ever
pay cash dividends.  Whether we pay any cash dividends in the future
will depend on the financial condition, results of operations and other factors
that the Board of Directors will consider.




Recent
      Sales Of Unregistered Shares.




Santa Clara
Notes





On
January 20, 2005, the Company signed a convertible promissory note with Santa
Clara Partners, LLC, a shareholder of the Company, for the principal amount of
$45,000 at an annual rate of 8%.   This note shall be repaid
within thirty days of receipt by the corporation of a demand from repayment by
the Company.   Upon the completion of a fifty to one reverse
split by the Company, this Note shall be convertible at the option of the Holder
into shares of the Company, at a conversion price of
$.005.  Notwithstanding the foregoing, the Note shall only be
convertible into Common Stock at such time as the Company’s board of directors
and/or shareholders has taken all actions necessary to approve and affect the
aforementioned reverse split. On August 1, 2008, Santa Clara Partners, LLC
converted $57,201 ($45,000 of principal and $12,201 of interest) into 11,440,110
common shares.





On June
17, 2008, the Company received a loan from a member of Santa Clara Partners,
LLC, a shareholder of the Company, for the principal amount of $3,100 at an
annual rate of 8%.  On July 15, 2008, the Company received an
additional loan from a member of Santa Clara Partners, a shareholder of the
Company for the principal amount of $2,500.   On July 18, 2008,
the Company signed a promissory note with Santa Clara Partners, LLC, a
shareholder of the Company, confirming the receipts of these
funds.  On August 1, 2008 an amendment was issued on this note
modifying the note to allow payment to be in form of stock with the conversion
price of $.005 per share upon the completion of a 50 to 1 reverse stock
split.  On August 1, 2008, Santa Clara Partners, LLC converted $5,640
($5,600 of principal and $40 of interest) into 1,127,978 common
shares.





Crivello
Note





On
October 26, 2007, the Company received a promissory note with Frank Crivello, a
member of Santa Clara Partners, LLC, a shareholder of the Company, for the
principal amount of $12,000 at an annual rate of 8%.  On July 18, 2008
the Company signed a note confirming the receipts of these
funds.   On August 1, 2008 an amendment was issued on this note
modifying the note to allow payment to be in form of stock with the conversion
price of $.005 per share upon the completion of a 50 to 1 reverse stock
split.    On August 1, 2008, Mr. Crivello converted $12,736
($12,000 of principal and $736 of interest) into 2,547,288 common
shares.





NNN.net and NNN.bz Domain
Purchase





On August
1, 2008, the Company issued 10 million shares of common stock in the Company to
Santa Clara Partners, LLC, an entity controlled by our executive officer, valued
at $50,000 for the acquisition of the domain names NNN.net and NNN.bz
..




Item
      6.
              Selected
      Financial Data


Not
Applicable




9




Item
      7.
                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.





10


As shown
in the accompanying financial statements, the Company incurred a net loss of
$85,047 and $24,125 for the twelve months ending December 31, 2008 and 2007
respectively.  The Company became a developmental stage company on
June 1, 2008.





Twelve
Months Ended December 31, 2008 (January 1, 2008 - May 31, 2008 non-developmental
company and June 1, 2008 - December 31, 2008 developmental stage company) and
2007:





Professional Fees:
Professional fees were $10,042 for the period of January 1, 2008 thru May 31,
2008 and $60,090 for the period of June 1, 2008 thru December 31, 2008 for a
total of $70,132 for the twelve months ended December 31, 2008 compared to
$18,308 for the twelve months ended December 31, 2007. Professional fees
increased by $51,824 for the twelve months ended December 31,
2008.  The increase is primarily due to a $50,000 increase in legal
fees with the company filing a Form 10.




General and Administrative
Expenses: General and administrative expenses were $1,075 for the period
of January 1, 2008 thru May 31, 2008 and $281 for the period of June 1, 2008
thru December 31, 2008 for a total of $1,356 for the twelve months ended
December  31, 2008 and $1,716 for the twelve months ended December 31,
2008 and 2007, respectively. General and administrative expenses decreased by
$360 in the twelve months ended December 31, 2008 as compared to the twelve
months ended December 31, 2007. General and administrative expenses were
consistent with prior period.





Impairment
Loss:  Impairment expenses was $0 for the period of January 1,
2008 thru May 31, 2008 and $10,005 for the period of June 1, 2008 thru December
31, 2008 for a total of $10,005 for the twelve months ended December 31, 2008
and $0 for the twelve months ended December 31, 2007.





Interest Expense:
Interest expense was $1,209 for the period of January 1, 2008 thru May 31, 2008
and $2,345 for the period of June 1, 2008 thru December 31, 2008 for a total of
$3,554 for the twelve months ended December 31, 2008 and was $4,101 for the
twelve months ended December 31, 2007. Interest expense decreased by $547 for
the twelve months ended December 31, 2008, due to loan conversions in the second
quarter of 2008.





Net Loss: Net loss
was $12,326 for the period of January 1, 2008 thru May 31, 2008 and $72,721 for
the period of June 1, 2008 thru December 31, 2008 for a total loss of $85,047
for the twelve months ended December 31, 2008 and $24,125 for the twelve months
ended December 31, 2008 and 2007, respectively. This was an increase in net loss
of $60,922 resulting primarily from an increase in professional fees during the
twelve months ended December 31, 2008 and the impairment loss of $10,005 during
the twelve months ended December 31, 2008.




Liquidity
and Capital Resources







For the
twelve months ended December 31, 2008, we had a negative cash flow from
operations of $26,488 compared to a negative cash flow of $12,143 as of December
31, 2007, a decrease in the cash flow of $14,345.  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 twelve months ended December
31, 2008, the Company converted $75,577 of debt ($62,600 of principal and
$12,977 of interest) into 15,115,376 common shares.





During the twelve months ended December
31, 2008, the Company received $26,850 in loans from related parties at an
interest of 8%.





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 of December 31, 2008, the
company has not yet begun operations.




11




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




Off-Balance
Sheet Arrangements




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




Critical
Accounting Policies




Liquidity
Concern:





The
Company expects to fund interim operations through the issuance of debt and/or
equity from its largest shareholder, Santa Clara Partners, LLC or its
affiliates. As shown in the accompanying financial statements, the Company
incurred a net loss of $85,047 and $24,125 for the twelve months ending December
31, 2008 and 2007 respectively. The Company is focusing its business plan on
providing long-term, real estate-based financing for micro-cap public
companies.  The Company believes that micro-cap public companies have
limited access to financing given the current national and international
macro-economic conditions.  Real estate assets held by non-real estate
companies, traditionally have been illiquid assets. The Company intends to use
sale-leaseback financing transactions, with triple-net leases, to provide
micro-cap companies a source of liquidity for operations and business expansion.
The Company intends to seek additional financing to implement its current
business plan.   There can be no assurance that Company will be
able to find suitable financing.





Accounting
for the Impairment of Long-Live Assets





The
long-lived assets held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
assets may not be recoverable.  It is reasonably possible that these
assets could become impaired as a result of technology or other industry
changes.  Determination of recoverability of assets to be held and
used is performed by comparing the carrying amount of an asset to future net
undiscounted cash flows to be generated by the assets or comparable market
prices of the assets.  If such assets are considered to be impaired,
the impairment to be recognized is measured by the amount by which the carrying
amount of assets exceed the fair value of the assets.  Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell.   In the fourth quarter of 2008, the Company
evaluated its intangible assets and concluded that the domain names carrying
amount exceeded their fair market value and accordingly the Company recorded in
impairment charge of $10,005. The impairment charges were determined by
comparing the value of similar domain names which were recently
sold.





Recent
Accounting Pronouncements





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities including an amendment of FASB
Statement No. 115” (“SFAS 159”). SFAS 159 allows all entities a one-time
election to measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value (the “fair
value option”). SFAS 159 is effective for fiscal years beginning after
November 15, 2007. The Company does not know the full effect if any of this
statement.




12




In
December 2007, the FASB issued SFAS No. 141(R), “Business Combinations
(revised - 2007)” (“SFAS 141(R)”). SFAS 141(R) is a revision to previously
existing guidance on accounting for business combinations. The statement retains
the fundamental concept of the purchase method of accounting, and introduces new
requirements for the recognition and measurement of assets acquired, liabilities
assumed and noncontrolling interests. The statement is effective for fiscal
years beginning after December 15, 2008. The Company does not expect
adoption of this standard to have a material impact on its consolidated results
of operations and financial condition.





In December 2007, the FASB issued SFAS
No. 160, Noncontrolling
Interests in Consolidated Financial Statements, an amendment of ARB 51,
which changes the accounting and reporting for minority
interests.  Minority interests will be recharacterized as
noncontrolling interests and will be reported as a component of equity separate
from the parent’s equity, and purchases or sales of equity interests that do not
result in a change in control will be accounted for as equity
transactions.  In addition, net income attributable to the
noncontrolling interest will be included in consolidated net income on the face
of the income statement and, upon a loss of control, the interest sold, as well
as any interest retained, will be recorded at fair value with any gain or loss
recognized in earnings.  SFAS No. 160 is effective for us beginning
July 1, 2009 and will apply prospectively, except for the presentation and
disclosure requirements, which will apply retrospectively.  We are
currently assessing the potential impact that adoption of SFAS No. 160 may have
on our financial statements.




In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No. 133,which requires companies to provide additional disclosures about its
objectives and strategies for using derivative instruments, how the derivative
instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, and related interpretations, and how
the derivative instruments and related hedged items affect the Company’s
financial statements. SFAS No. 161 also requires companies to disclose
information about credit risk-related contingent features in their hedged
positions. SFAS No. 161 is effective for fiscal years and interim periods
beginning after November 15, 2008 and is required to be adopted by the Company
beginning in the second quarter of fiscal 2009. Although the Company will
continue to evaluate the application of SFAS No. 161, management does not
currently believe adoption will have a material impact on the Company’s
financial condition or operating results.




In May
2008, The FASB issued SFAS No. 162, “ The hierarchy of Generally Accepted
Accounting Principles.”  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP in the united State (The GAAP
hierarchy).  The hierarchical guidance provided by SFAS No. 162 did
not have a significant impact on the company’s financial
statements.




13




Item
      8.
                  Financial
      Statements and Supplementary
Data.


The
consolidated financial statements of Dover Holding Corporation, including the
notes thereto, together with the report thereon of Demetrius & Company,
L.L.C. are presented beginning at page F-1.




Item
      9.
                    Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.


None.




Item
      9A.
                      Controls
      and Procedures.


Managements
Report on Internal Control over Financial Reporting.




The
Company’s  management are responsible for establishing and maintaining
adequate internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act). The
Company’s  internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with GAAP. The Company’s internal control over financial reporting
includes those policies and procedures that:





- pertain
to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets;





- provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that receipts
and expenditures of our company are being made only in accordance with
authorizations of our management and directors; and





- provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect
on the financial statements.





Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate. Under the supervision and with
the participation of our management, the Company assessed the effectiveness of
the internal control over financial reporting as of December 31, 2008. In
making this assessment, we used the criteria set forth in Internal Control-Integrated
Frameworkissued by the Committee of Sponsoring Organizations of the
Treadway Commission. Based on the results of this assessment and on those
criteria, the Company concluded that a material weakness exists in the internal
controls as of December 31, 2008.




A
material weakness in the Company’s internal controls exists in that there is
limited segregation of duties amongst the Company’s employees with respect to
the Company’s preparation and review of the Company’s financial
statements.   Additionally, there is an insufficient number of
personnel with an appropriate level of experience and knowledge of the U.S. GAAP
and SEC reporting requirements.  This material weakness is a result of
the Company’s limited number of employees. This material weakness may affect
management’s ability to effectively review and analyze elements of the financial
statement closing process and prepare financial statements in accordance with
U.S. GAAP.  In making this assessment, our management used the
criteria established in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO). As a result of the material weaknesses described
above, our management concluded that as of March 30, 2009, we did not maintain
effective internal control over financial reporting based on the criteria
established in Internal
Control — Integrated Framework issued by the COSO.




Our chief
executive officer evaluated our internal controls and concurred that our
disclosure controls and procedures have not been effective to ensure that
information required to be included in our periodic SEC filings is recorded,
processed, summarized, and reported within the time periods specified in the SEC
rules and forms. However, at this time, our resources and size prevent us from
being able to employ sufficient resources to enable us to have adequate
segregation of duties within our internal control system. The Company intends to
remedy the material weakness by hiring additional employees and reallocating
duties, including responsibilities for financial reporting, among the Company’s
employees as soon as the Company has the financial resources to do so.
Management is required to apply judgment in evaluating the cost-benefit
relationship of possible changes in our disclosure controls and procedures.
 Other than the material weakness indicated above, no accounting errors or
misstatements have been identified by our disclosure controls and procedures or
by our independent registered public accounting firm that would have a material
effect on our Financial Statements.




14




This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal controls 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 annual report.





Changes
in internal control





There
were no changes in the small business issuer’s internal controls over financial
reporting identified in connection with the company evaluation required by
paragraph (3) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred
during the small business issuer’s fiscal year that has materially affected or
is reasonably likely to materially affect the small business issuer’s internal
control over financial reporting




Item
      9B.
                      Other
      Information


Changes
in Control of Registrant





None





Change
of Management




None





Entry
into a Material Definitive Agreement





None
   15




PART
III
  Item
      10.
                          Directors,
      Executive Officers, Promoters And Control
      Persons.


Our executive officers and directors and their respective ages and positions are
as follows:





Name
            Age
            PositionFrank
      P. Crivello
            49
            Chief
      Executive Officer and Chairman of the Board of
DirectorsDavid
      Marks
            41
            President
      and DirectorJames
      E. Patty
            54
            Director





Executive
Biographies





FRANK P. CRIVELLO.  Mr.
Crivello has been Chief Executive Officer and Chairman of the Board of Directors
of Dover Holdings Corporation since June 2008.    Since 2004, Mr.
Crivello has been the managing member of Crivello Group LLC,  which
structured or participated in the financial engineering of private equity
transactions involving start up or distressed operating businesses in such
diverse space as oil & gas development, manufacturing, marine enterprises,
gaming, and technology.  Mr. Crivello is the managing member of Eastern
Coast Management, LLC, a real estate management company.   Mr.
Crivello is the Vice President of Phoenix Investors, LLC which offers
professional management and advisory solutions to public/private companies,
trusts and individual investors.  Mr. Crivello is a member of Farwell
Equity Partners I and Farwell Equity Partners II LLC, private investment
vehicles, as well as the managing member of Santa Clara Partners, LLC, a
substantial shareholder in the Company.   Mr. Crivello attended Brown
University and the London School of Economics for a double major in Economics
and Political Science. Mr. Crivello graduated from Brown University with a
Bachelor of Arts and earned Brown's highest awarded honors of Magna Cum Laude.
Mr. Crivelllo is a member of Phi Beta Kappa.





DAVID M. MARKS.Mr. Marks has
been President and a member of the Board of Directors since 2003. Mr. Marks
public company experience includes: Director / Chairman of Titan Global
Holdings, Inc., a publicly traded diversified holding company, since September
2002; Member of the Board of Directors of Renewal Fuels, Inc., a green energy
company focused on biofuels, since February 22, 2007; Director / Chairman of
Marine Growth Ventures, Inc., a company specializing in Maritime investments,
since November, 2003.   Director of Etotalsource, Inc. since March
2007; Director of IVI Communications, Inc., a communications company, since June
2008; and from November 2004 until November 2006, Chairman of the Board of
Directors of Osiris Corporation f/k/a Thomas Equipment, Inc., a manufacturer and
distributor of skid steer loaders and pneumatic and hydraulic components and
systems. Mr. Marks private company experience includes; Trustee of Irrevocable
Children's Trust and Irrevocable Children's Trust No. 2 since 1994. Irrevocable
Children's Trust and Irrevocable Children's Trust No. 2 have an ownership or
investment interest in commercial properties, private residences, natural
resources, telecommunications, and technology companies, and other business and
investment ventures.  Mr. Marks is also a managing member of Farwell Equity
Partners I and Farwell Equity Partners II LLC, private investment vehicles, as
well as a member of Santa Clara Partners, LLC, a substantial shareholder in the
Company.  Mr. Marks holds a BS in Economics from the University of
Wisconsin.





JAMES E. PATTY.  Mr.
Patty is currently the COO for Glen Canyon Partners LLC (GCP) in Santa Cruz, Ca.
GCP is a Green Company engaged in designing, developing, producing and deploying
products that support the conservation of power, water, and gas resources. Mr.
Patty also serves on several private, green start-up and public companies’
Boards of Directors. Mr. Patty is also the founder and Managing Partner of
Global Business Solutions LLC in Campbell, CA., an international investment,
turnaround and merger and acquisitions company, from 1999-2008, where he is
currently working on multiple international M&A activities. Mr. Patty worked
in Canada and served as Chief Executive Officer and director of Thomas Equipment
Inc., a public multi-national OEM of construction/agriculture
equipment.  From 2005 to 2006, Mr. Patty lived and worked in China at
Computime International Limited as the Executive Vice-President of Corporate
Development. He was responsible for creating the systems and packaging for the
company to go public in Hong Kong in 2006. Mr. Patty has also served as CEO,
President, and Director of Titan General Holdings, Inc., a public high
technology company in 2003, where he successfully completed the integration of
multiple acquisitions.  Mr. Patty was co-founder and CEO and President
of Airtight Wireless Networks, Inc. in Campbell, CA. from 2001 to 2002, where he
created a team that developed and sold new technology. Mr. Patty was President
and Chief Executive Officer of VPNet Technologies in Milpitas, CA. From 1998 to
1999, Mr. Patty was Vice President of GET Manufacturing, an Asian electronic
manufacturing services company. From 1996 to 1998, Mr. Patty was Chief Operating
Officer and Senior Vice President of Alphasource Manufacturing Services, an
international EMS company headquartered in Bangkok, Thailand. Mr. Patty has had
additional Executive level management and engineering experience with ATI,
Maxtor, Motorola, Lockheed, and Four Phase Systems




16


Board
of Directors





Our
Directors are elected by the vote of a majority in interest of the holders of
our voting stock and hold office until the expiration of the term for which he
or she was elected and until a successor has been elected and
qualified.   A majority of the authorized number of directors
constitutes a quorum of the Board for the transaction of
business.  The directors must be present at the meeting to constitute
a quorum.  However, any action required or permitted to be taken by
the Board may be taken without a meeting if all members of the Board
individually or collectively consent in writing to the
action.  Directors may receive compensation for their services and
reimbursement for their expenses as shall be determined from time to time by
resolution of the Board.  Each of our directors currently receives no
compensation for their service on the Board of Directors.





Family
Relationships.





To our
knowledge, there are no family relationships between or among the directors and
executive officers.




Legal
Proceedings.




None




Committees;
Audit Committee Financial Expert.




Currently,
Dover does not have an executive, audit or any standing committee of the
Board.  The Company does not have an audit committee, or an audit
committee financial expert.





Code
of Ethics




We have
not as yet adopted a code of ethics that applies to our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions because we just recently
became subject to this requirement.  We plan to adopt a code of ethics
as soon as practicable, at which time; it will be available in print to any
person who requests it and on our website.  Any amendments and waivers
to the code will also be available in print and on our website.




Item
      11.
                          Executive
      Compensation.


Director
Compensation





Directors
do not currently receive any cash compensation in connection with their services
and have not received any compensation in the past from the
Company.





Executive
Compensation




Executive
Officers do not currently receive any cash compensation in connection with their
services and have not received any compensation in the past from the
Company.





Employment/Consulting
Agreements





None.




17




Item
      12.
                            Security
      Ownership of Certain Beneficial Owners and
      Management.
 The
following table sets forth certain information regarding beneficial ownership of
our equity stock as of December 31, 2008:





· by each
person who is known by us to beneficially own more than 5% of our equity
stock;


· by each
of our officers and directors; and


· by all of
our officers and directors as a group.





NAME AND ADDRESS OF BENEFICIAL
      OWNER
            
            NUMBER
      OF SHARES
              OWNED
      (1)
            
            
            PERCENTAGE
              OF
      CLASS (2)David
      Marks (4)
            
            
            0
            
            
            
            *Frank
      P. Crivello (3)
            
            
            26,114,776
            
            
            
            96
            %James
      Patty
            
            
            193,400
            
            
            
            *Santa
      Clara Partners, LLC (3)(4)
            
            
            23,567,488
            
            
            
            87
            %All
      Executive Officers and Directors as a Group
      (2  persons)
            
            
            26,308,176
            
            
            
            97
            %





* Less
than 1%





Except as
otherwise indicated, the address of each beneficial owner is c/o Dover Holding
Corporation, 1818 North Farwell Avenue, Milwaukee, WI 53202





(1)
Beneficial Ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of common stock subject to options or
warrants currently exercisable or convertible, or exercisable or convertible
within 60 days of December 31, 2008 are deemed outstanding for computing the
percentage of the person holding such option or warrant but are not deemed
outstanding for computing the percentage of any other person.





(2) For
purposes of calculating the percentage beneficially owned, the number of shares
of each class of stock deemed outstanding include 27,115,376 of common shares as
of December 31, 2008.





(3) Frank
Crivello is managing member of Santa Clara Partners, LLC, and has sole
investment and dispositive power with respect to all shares owned by such
entity.





(4) David
Marks is a member of Santa Clara Partners, LLC, without dispositive power with
respect to shares owned by such entity.




18




Item
      13.
                              Certain
      Relationships And Related
      Transactions.


Tryant
Note





On
January 20, 2005, the Company signed a convertible promissory note with Tryant,
LLC, a shareholder of the Company, for the principal amount of $5,000 at an
annual rate of 8%.   This note shall be repaid within thirty days
of receipt by the corporation of a demand from repayment by the
Company.   Upon the completion of a fifty to one reverse split by
the Company, this Note shall be convertible at the option of the Holder into
shares of the Company, at a conversion price of
$.005.  Notwithstanding the foregoing, the Note shall only be
convertible into Common Stock at such time as the Company’s board of directors
and/or shareholders has taken all actions necessary to approve and affect the
aforementioned reverse split.  On October 25, 2007, the Company repaid
this note in the amount of $5,976 ($5,000 of principal and $976 of
interest).





Santa Clara
Notes





On
January 20, 2005, the Company signed a convertible promissory note with Santa
Clara Partners, LLC, a shareholder of the Company, for the principal amount of
$45,000 at an annual rate of 8%.   This note shall be repaid
within thirty days of receipt by the corporation of a demand from repayment by
the Company.   Upon the completion of a fifty to one reverse
split by the Company, this Note shall be convertible at the option of the Holder
into shares of the Company, at a conversion price of
$.005.  Notwithstanding the foregoing, the Note shall only be
convertible into Common Stock at such time as the Company’s board of directors
and/or shareholders has taken all actions necessary to approve and affect the
aforementioned reverse split. On August 1, 2008, Santa Clara Partners, LLC
converted $57,201 ($45,000 of principal and $12,201 of interest) into 11,440,110
common shares.





On June
17, 2008, the Company received a loan from a member of Santa Clara Partners,
LLC, a shareholder of the Company, for the principal amount of $3,100 at an
annual rate of 8%.  On July 15, 2008, the Company received an
additional loan from a member of Santa Clara Partners, a shareholder of the
Company for the principal amount of $2,500.   On July 18, 2008,
the Company signed a promissory note with Santa Clara Partners, LLC, a
shareholder of the Company, confirming the receipts of these
funds.  On August 1, 2008 an amendment was issued on this note
modifying the note to allow payment to be in form of stock with the conversion
price of $.005 per share upon the completion of a 50 to 1 reverse stock
split.  On August 1, 2008, Santa Clara Partners, LLC converted $5,640
($5,600 of principal and $40 of interest) into 1,127,978 common
shares.





Crivello
Note





On
October 26, 2007, the Company received a promissory note with Frank Crivello, a
member of Santa Clara Partners, LLC, a shareholder of the Company, for the
principal amount of $12,000 at an annual rate of 8%.  On July 18, 2008
the Company signed a note confirming the receipts of these
funds.   On August 1, 2008 an amendment was issued on this note
modifying the note to allow payment to be in form of stock with the conversion
price of $.005 per share upon the completion of a 50 to 1 reverse stock
split.    On August 1, 2008, Mr. Crivello
converted  $12,736 ($12,000 of principal and $736 of interest) into
2,547,288 common shares.





Irrevocable Children’s Trust
No. 2 Notes





On
February 5, 2008, the Company received a loan from the Irrevocable Children’s
Trust No. 2, for the principal amount of $6,000 at an annual rate of
8%.  On July 15, 2008, the Company received an additional loan from
the Irrevocable Children’s Trust No. 2, for the principal amount of $250 at an
annual rate of 8%.   On July 18, 2008 the Company signed a note
confirming the receipts of these funds. The trustee of this entity is a member
of Santa Clara Partners, LLC, a shareholder and executive of the
Company.





On July
21, 2008, the Company signed a promissory note with Irrevocable Children’s Trust
No. 2, for the principal amount of $10,000 at an annual interest rate of
8%.  The trustee of this entity is a member of Santa Clara Partners,
LLC, a shareholder and executive of the Company.





On
November 2, 2008, the Company received a loan from the Irrevocable Children’s
Trust No. 2, for the principal amount of $2,000 at an annual rate of
8%.  On December 2, 2008, the Company received an additional loan from
the Irrevocable Children’s Trust No.2, for the principal amount of
$2,500.  On December 22, 2008, the Company received an additional loan
from the Irrevocable Children’s Trust No.2,for the principal amount of
$500.   On December 22, 2008, the Company signed a promissory
note confirming the receipts of these funds.    The trustee
of this entity is a member of Santa Clara Partners, LLC, a shareholder and
executive of the Company.





19


NNN.net and NNN.bz Domain
Purchase





On August
1, 2008, the Company issued 10 million shares of common stock in the Company to
Santa Clara Partners, LLC, an entity controlled by our executive officer, valued
at $50,000 for the acquisition of the domain names NNN.net and NNN.bz
..




Item
      14.
                            Principal
      Accountant Fees And
  Services


The
aggregate fees billed by Demetrius & Company, LLC, for professional services
rendered for  the audit of the Company’s annual financial statements
for the fiscal year ended December 31, 2008 were  $12,700 and $4,000
for other audit related services.





The Board
acts as the audit committee and had no pre-approval policies and procedures in
effect for the auditors' engagement for the audit year 2007 and
2008.





All audit
work was performed by the auditors' full-time employees.






20




PART
IV




Item
      15.
                              Exhibits
      and Financial Statement
      Schedules.




The
      following documents are filed as a part of this report or incorporated
      herein by reference:




(1)
            Our
      Consolidated Financial Statements.(2)
            Financial
      Statement Schedules:




None




(3)
            Exhibits:




The
following documents are included as exhibits to this Annual Report:





(a)
            Exhibits.




1.
            Financial
      Statements:  See “Index to Consolidated Financial Statements” in
      Part II, Item 8 of the Form 10-K.2.
            Financial
      Statement Schedule:  Schedules are included in the Consolidated
      Financial Statements or notes of this Form 10-K or are not
      required.3.
            Exhibits:  The
      exhibits listed in the accompanying index to exhibits are filed or
      incorporated by reference as part of this Form
  10-K.





INDEX
TO EXHIBITS.





Exhibit
              Number
            
            Description3.1
            
            Certificate
      of Incorporation with amendments (Incorporated by reference to the Form
      F10/A-1 dated November 19, 2008)3.2
            
            By-Laws
      (Incorporated by reference to the Form F10/A-1 dated November 19,
      2008)3.3
            
            Amended
      and Restated By-Laws of Dover Holding Corporation
      dated    , 2009 field herwith4.1
            
            Form
      of Crivello Note, dated October 26, 2007, with amendment (Incorporated by
      reference to the Form F10/A-1 dated November 19, 2008)4.2
            
            Form
      of Tryant Note, dated January 20, 2005(Incorporated by reference to the
      Form F10/A-1 dated November 19, 2008)4.3
            
            Form
      of Santa Clara Note, dated January 20, 2005(Incorporated by reference to
      the Form F10/A-1 dated November 19, 2008)4.4
            
            Form
      of Santa Clara Note, dated June 17, 2008, with amendment(Incorporated by
      reference to the Form F10/A-1 dated November 19, 2008)4.5
            
            Form
      of Irrevocable Children’s Trust No. 2 Note, dated February 5,
      2008(Incorporated by reference to the Form F10/A-1 dated November 19,
      2008)4.6
            
            Form
      of Irrevocable Children’s Trust No. 2 Note, dated July 21,
      2008(Incorporated by reference to the Form F10/A-1 dated November 19,
      2008)4.7
            
            Form
      of Irrevocable Children’s Trust No. 2 Note, dated December 22, 2009 (filed
      herewith)10.1
            
            Purchase
      Agreement for NNN.net and NNN.bz(Incorporated by reference to the Form
      F10/A-1 dated 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)





(b)Reports on
Form 8-K filed during the quarter ended December 31, 2007: None.




21




SIGNATURES




In
accordance with the requirements of the Exchange Act, as amended, the Registrant
has caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.




Dover
      Holding CorporationApril
      3, 2009
              By:
              /s/
      Frank P. CrivelloFrank
      P. Crivello, Chief Executive Officer andChief
      Financial Officer




In
accordance with the Exchange Act, this Report has been signed below by the
following persons or on behalf of the Registrant and in the capacities on the
dates indicated.




April 3,
      2009
                By:
                /s/ David MarksDavid M. Marks,
      DirectorApril 3,
      2009
                By:
                /s/ James
      PattyJames Patty,
      DirectorApril 3,
      2009
                By:
                /s/ Frank P.
      CrivelloFrank P. Crivello, Chairman of
      the Board ofDirectors





22




Dover
Holding Corporation




Table of
Contents




Report of
      Independent Registered Public Accounting Firm
            F-2Balance Sheets as of
      December 31, 2008 and 2007
            F-3Statements of
      Operations for the years Ended December 31, 2008
      and 2007
            F-4Statements of
      Stockholder's Deficit for the years Ended December
      31, 2008 and 2007
            F-5Statements of Cash
      Flows for the years Ended December 31, 2008
      and 2007
            F-6Notes to Financial
      Statements as of December 31, 2008 and December
      31, 2007
            F-7

















F-1







Report
of Independent Registered Public Accounting Firm







To the
Board of Directors and


Stockholders
of Dover Holding Corporation





We have
audited the accompanying balance sheets of Dover Holding Corporation (a
development stage company) as of December 31, 2008 and 2007 and the related
statements of operations, stockholders’ deficit and cash flows for the years
ended  December 31, 2008 and 2007 and  the period June 1,
2008 (inception of developmental stage) through December 31, 2008. These
financial statements are the responsibility of the company’s management. Our
responsibility is to express an opinion on these financial statements based on
our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. Dover Holding Corporation is not
required to have nor were we engaged to perform an audit of its internal
controls over financial reporting. Our audit includes consideration of internal
controls over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Dover Holding Corporation (a
development stage company) as of December 31, 2008 and 2007 and the results of
its operations and its cash flows for the years ended December 31, 2008 and 2007
and from June 1, 2008 (inception of developmental stage) through December 31,
2008 in conformity with accounting principles generally accepted in the United
States of America.








Demetrius
& Company, L.L.C.





Wayne,
New Jersey


March 30,
2009








F-2







Dover
      Holding Corporation(A
      Developmental Stage Company as of June 1, 2008)Balance
      SheetsASSETSDecember
      31,
              2008
            
            
            December
      31,
              2007CURRENT
      ASSETSCash
            
            $
            444
            
            
            $
            82Total
      Current Assets
            
            
            444
            
            
            
            82OTHER
      ASSETSIntangible
      Asset
            
            
            39,995
            
            
            
            -Retainer
            
            
            2,500
            
            
            
            7,000Total
      Other Assets
            
            
            42,495
            
            
            
            7,000TOTAL
      ASSETS
            
            $
            42,939
            
            
            $
            7,082LIABILITIES
      AND STOCKHOLDER'S DEFICITCURRENT
      LIABILITIESAccounts
      Payable
            
            $
            52,252
            
            
            $
            14,253Other
      Liabilities
            
            
            2,500
            
            
            
            -Accrued
      Interest Payable
            
            
            841
            
            
            
            10,263Notes
      Payable
            
            
            21,250
            
            
            
            57,000Total
      Current Liabilities
            
            
            76,843
            
            
            
            81,516TOTAL
      LIABILITIES
            
            
            76,843
            
            
            
            81,516STOCKHOLDERS'
      DEFICITPreferred
      Stock, $0.001 par value, 5,000,000 shares authorized,
              0
      issued and outstanding
            
            
            -
            
            
            
            -Common
      Stock, $0.001 par value, 130,000,000 shares authorized, 27,115,376 and
      2,000,000 ,
              issued
      and outstanding, respectively
            
            
            27,115
            
            
            
            2,000Additional
      Paid-In Capital
            
            
            10,149,393
            
            
            
            10,048,931Accumulated
      (Deficit)
            
            
            (10,137,691
            )
            
            
            -Accumulated
      (Deficit) Development Stage
            
            
            (72,721
            )
            
            
            (10,125,365
            )Total
      Stockholders' Deficit
            
            
            (33,904
            )
            
            
            (74,434
            )TOTAL
      LIABILITIES & STOCKHOLDERS' DEFICIT
            
            $
            42,939
            
            
            $
            7,082






See
Accompanying Notes to Financial Statements


F-3





Dover
      Holding Corporation(A
      Developmental Stage Company as of June 1, 2008)Statements
      of Operations






Twelve
      Months EndedDecember
      31,
            
            
            
            Developmental
      Stage
                For
      the Period of
                June
      1, 2008 to2008
            
            
            
            2007
            
            
            
            December 31,
      2008REVENUEIncome
            
            $
            -
            
            
            $
            -
            
            
            $
            -Total
      Revenue
            
            
            -
            
            
            
            -
            
            
            
            -EXPENSESGeneral
      and Administrative Fees
            
            
            1,356
            
            
            
            1,716
            
            
            
            281Impairment
            
            
            10,005
            
            
            
            -
            
            
            
            10,005Professional
      Fees
            
            
            70,132
            
            
            
            18,308
            
            
            
            60,090Total
      Expenses
            
            
            81,493
            
            
            
            20,024
            
            
            
            70,376LOSS
      FROM OPERATIONS
            
            
            (81,493
            )
            
            
            (20,024
            )
            
            
            (70,376
            )OTHER
      EXPENSESInterest
      Expense
            
            
            3,554
            
            
            
            4,101
            
            
            
            2,345Total
      Other Expenses
            
            
            3,554
            
            
            
            4,101
            
            
            
            2,345NET
      LOSS
            
            $
            (85,047
            )
            
            $
            (24,125
            )
            
            $
            (72,721
            )Basic
      and diluted loss per common share
            
            $
            0.00
            
            
            $
            (0.01
            )
            
            $
            0.00Weighted
      average number of common
              shares
      outstanding - basic and diluted
            
            
            12,459,006
            
            
            
            2,000,000
            
            
            
            22,998,101













See
Accompanying Notes to Financial Statements


F-4




Dover
Holding Corporation


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


Statements
of Stockholder's Deficit


For
Twelve Months Ending December 31, 2008 and December 31, 2007






Common
      StockShares
            
            
            Amount
            
            
            Additional
              Paid-In-
              Capital
            
            
            Accumulated
              Deficit
            
            Accumulated
              Deficit
              Developmental
              Stage
            
            TotalBalance
      December 31, 2006
            
            
            2,000,000
            
            
            
            2,000
            
            
            
            10,048,931
            
            
            
            (10,101,240
            )
            
            
            
            
            (50,309
            )Net
      Loss for the year
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (24,125
            )
            
            
            
            
            (21,125
            )Balance
      December 31, 2007
            
            
            2,000,000
            
            
            
            2,000
            
            
            
            10,048,931
            
            
            
            (10,125,365
            )
            $
            -
            
            
            (74,434
            )Purchase
      of domain names
            
            
            10,000,000
            
            
            
            10,000
            
            
            
            40,000
            
            
            
            
            
            
            
            
            
            50,000Conversion
      of notes payable
            
            
            15,115,376
            
            
            
            15,115
            
            
            
            60,462
            
            
            
            
            
            
            
            
            
            75,577Net
      Loss from January 1, 2008 thru May 31, 2008
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (12,326
            )
            
            
            
            
            (12,326
            )Net Loss
      from June 1, 2008 thru December 31, 2008
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (72,721
            )
            
            (72,721)Balance
      December 31, 2008
            
            
            27,115,376
            
            
            $
            27,115
            
            
            $
            10,149,393
            
            
            $
            (10,137,691
            )
            $
            (72,721
            )
            $
            (33,904)

















See
Accompanying Notes to Financial Statements


F-5




Dover
      Holding Corporation(A
      Developmental Stage Company as of June 1, 2008)Statements
      of Cash Flows






Twelve
      Months EndedDecember
      31,
            
            
            Developmental
      Stage
              For
      the Period of
              June
      1, 2008 to2008
            
            
            2007
            
            
            December 31,
      2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
            
            $
            (85,047
            )
            
            $
            (24,125
            )
            
            $
            (72,721
            )Adjustments
      to reconcile net loss to net cashused
      in operating activitiesChanges
      in Operation Assets & Liabilities:Retainer
            
            
            4,500
            
            
            
            (3,700
            )
            
            
            (2,500
            )Impairment
            
            
            10,005
            
            
            
            -
            
            
            
            10,005Accounts
      Payable
            
            
            40,500
            
            
            
            12,558
            
            
            
            42,425Accrued
      Interest Payable
            
            
            3,554
            
            
            
            3,124
            
            
            
            2,345Net
      Cash Used by Operating Activities
            
            
            (26,488
            )
            
            
            (12,143
            )
            
            
            (20,446
            )CASH
      FLOWS FROM FINANCING ACTIVITIESRepayment
      of Note Payable
            
            
            -
            
            
            
            (5,000
            )
            
            
            -Proceeds
      From Note Payable
            
            
            26,850
            
            
            
            12,000
            
            
            
            20,850Net
      Cash Provided by Financing Activities
            
            
            26,850
            
            
            
            7,000
            
            
            
            20,850NET
      INCREASE (DECREASE) IN CASH:
            
            
            362
            
            
            
            (5,143
            )
            
            
            404BEGINNING
      CASH
            
            
            82
            
            
            
            5,225
            
            
            
            40ENDING
      CASH
            
            $
            444
            
            
            $
            82
            
            
            $
            444SUPPLEMENTAL
      DISCLOSURES OF CASH ITEMSInterest
      Paid
            
            $
            -
            
            
            $
            976
            
            
            $
            -Purchase
      of Intangible Assets for Common Stock
            
            
            50,000
            
            
            
            -
            
            
            
            50,000Conversion
      of  Notes Payable to Common Stock
            
            
            75,577
            
            
            
            
            
            
            
            75,577Income
      Taxes Paid
            
            
            -
            
            
            
            -
            
            
            
            -







See
Accompanying Notes to Financial Statements


F-6





Dover
Holding Corporation


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


Notes
to Financial Statements


As
of December 31, 2008 and 2007 (Audited)





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.





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 September, 2008,
approximates their fair value because of their relatively short-term
nature.





(E) Use of
Estimates





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




F-7





Dover
Holding Corporation


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


Notes
to Financial Statements


As
of December 31, 2008 and 2007 (Audited)








(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.  In the fourth quarter of 2008, the Company
evaluated its intangible assets and concluded that the domain names carrying
amount exceeded their fair market value and accordingly the Company recorded in
impairment charge of $10,005. The impairment charges were determined by
comparing the value of similar domain names which were recently
sold.





(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) Recent Accounting
Pronouncements





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities including an amendment of FASB
Statement No. 115” (“SFAS 159”). SFAS 159 allows all entities a one-time
election to measure many financial instruments and certain other items at fair
value that are not currently required to be measured at fair value (the “fair
value option”). SFAS 159 is effective for fiscal years beginning after
November 15, 2007. The Company does not know the full effect if any of this
statement.




In
December 2007, the FASB issued SFAS No. 141R (revised 2007), Business Combinations, which
establishes principles and requirements for how an acquirer recognizes and
measures in its financial statements the identifiable assets acquired, the
liabilities assumed, and any noncontrolling interest in the acquiree in a
business combination. SFAS No. 141R also establishes principles around how
goodwill acquired in a business combination or a gain from a bargain purchase
should be recognized and measured, as well as provides guidelines on the
disclosure requirements on the nature and financial impact of the business
combination. SFAS No. 141R is effective for fiscal years beginning on or after
December 15, 2008 and will be adopted by the Company beginning in the first
quarter of fiscal 2010. Although the Company will continue to evaluate the
application of SFAS No. 141R, management does not currently believe adoption
will have a material impact on the Company’s financial condition or operating
results.








F-8





Dover
Holding Corporation


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


Notes
to Financial Statements


As
of December 31, 2008 and 2007 (Audited)







In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB 51, which changes
the accounting and reporting for minority interests.  Minority
interests will be recharacterized as noncontrolling interests and will be
reported as a component of equity separate from the parent’s equity, and
purchases or sales of equity interests that do not result in a change in control
will be accounted for as equity transactions.  In addition, net income
attributable to the noncontrolling interest will be included in consolidated net
income on the face of the income statement and, upon a loss of control, the
interest sold, as well as any interest retained, will be recorded at fair value
with any gain or loss recognized in earnings.  SFAS No. 160 is
effective for us beginning July 1, 2009 and will apply prospectively, except for
the presentation and disclosure requirements, which will apply
retrospectively.  We are currently assessing the potential impact that
adoption of SFAS No. 160 may have on our financial statements.




In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities—an amendment of FASB Statement No. 133,which requires companies to provide additional disclosures about its
objectives and strategies for using derivative instruments, how the derivative
instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, and related interpretations, and how
the derivative instruments and related hedged items affect the Company’s
financial statements. SFAS No. 161 also requires companies to disclose
information about credit risk-related contingent features in their hedged
positions. SFAS No. 161 is effective for fiscal years and interim periods
beginning after November 15, 2008 and is required to be adopted by the Company
beginning in the second quarter of fiscal 2009. Although the Company will
continue to evaluate the application of SFAS No. 161, management does not
currently believe adoption will have a material impact on the Company’s
financial condition or operating results.




In May
2008, The FASB issued SFAS No. 162, “ The hierarchy of Generally Accepted
Accounting Principles.”  SFAS No. 162 identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP in the united State (The GAAP
hierarchy).  The hierarchical guidance provided by SFAS No. 162 did
not have a significant impact on the company’s financial
statements.


(I)       
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.


F-9





Dover
Holding Corporation


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


Notes
to Financial Statements


As
of December 31, 2008 and 2007 (Audited)





Note
3 – Related Party
Transactions
  A.
Notes Payable





On
January 20, 2005, the Company signed a convertible promissory note with Santa
Clara Partners, LLC, a shareholder of the Company, for the principal amount of
$45,000 at an annual rate of 8%.   This note shall be repaid
within thirty days of receipt by the corporation of a demand from repayment by
the Company.   Upon the completion of a fifty to one reverse
split by the Company, this Note shall be convertible at the option of the Holder
into shares of the Company, at a conversion price of
$.005.  Notwithstanding the foregoing, the Note shall only be
convertible into Common Stock at such time as the Company’s board of directors
and/or shareholders has taken all actions necessary to approve and affect the
aforementioned reverse split. On August 1, 2008, Santa Clara Partners, LLC
converted $57,201 ($45,000 of principal and $12,201 of interest) into 11,440,110
common shares.




On
October 26, 2007, the Company received a promissory note with Frank Crivello, a
member of Santa Clara Partners, LLC, a shareholder of the Company, for the
principal amount of $12,000 at an annual rate of 8%.  On July 18, 2008
the Company signed a note confirming the receipts of these
funds.   On August 1, 2008 an amendment was issued on this note
modifying the note to allow payment to be in form of stock with the conversion
price of $.005 per share upon the completion of a 50 to 1 reverse stock
split.    On August 1, 2008, Mr. Crivello converted $12,736
($12,000 of principal and $736 of interest) into 2,547,288 common
shares.




On
February 5, 2008, the Company received a loan from the Irrevocable Children’s
Trust No. 2, for the principal amount of $6,000 at an annual rate of
8%.  On July 15, 2008, the Company received an additional loan from
the Irrevocable Children’s Trust for the principal amount of $250 at an annual
rate of 8%.   On July 18, 2008 the Company signed a note
confirming the receipts of these funds. The trustee of this entity is a member
of Santa Clara Partners, LLC, a shareholder and executive of the
Company.




On June
17, 2008, the Company received a loan from a member of Santa Clara Partners,
LLC, a shareholder of the Company, for the principal amount of $3,100 at an
annual rate of 8%.  On July 15, 2008, the Company received an
additional loan from a member of Santa Clara Partners, a shareholder of the
Company for the principal amount of $2,500.   On July 18, 2008,
the Company signed a promissory note with Santa Clara Partners, LLC, a
shareholder of the Company, confirming the receipts of these
funds.  On August 1, 2008 an amendment was issued on this note
modifying the note to allow payment to be in form of stock with the conversion
price of $.005 per share upon the completion of a 50 to 1 reverse stock
split.  On August 1, 2008, Santa Clara Partners, LLC converted $5,640
($5,600 of principal and $40 of interest) into 1,127,978 common
shares.




On July
21, 2008, the Company signed a promissory note with Irrevocable Children’s Trust
No. 2, for the principal amount of $10,000 at an annual interest rate of
8%.  The trustee of this entity is a member of Santa Clara Partners,
LLC, a shareholder and executive of the Company.








F-10





Dover
Holding Corporation


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


Notes
to Financial Statements


As
of December 31, 2008 and 2007 (Audited)





On
November 2, 2008, the Company received a loan from the Irrevocable Children’s
Trust No. 2, for the principal amount of $2,000 at an annual rate of
8%.  On December 2, 2008, the Company received an additional loan from
the Irrevocable Children’s Trust No.2, for the principal amount of
$2,500.  On December 22, 2008, the Company received an additional loan
from the Irrevocable Children’s Trust No.2,for the principal amount of
$500.   On December 22, 2008, the Company signed a promissory
note confirming the receipts of these funds.    The trustee
of this entity is a member of Santa Clara Partners, LLC, a shareholder and
executive of the Company.




B.
Domain Name Purchase




On June
1, 2008, the Company purchased two domain names from Santa Clara Partners, LLC,
a related party.   As consideration for the purchase of the
Domain Names the Company issued 10,000,000 shares of the Company’s common stock
valued at $.005 per share valued at $50,000 on August 1, 2008.





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 $85,047 and $24,125 for the twelve months ending December
31, 2008 and 2007 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.


Note
5 – Reverse
Split





On August
1, 2008, the Board of Directors approved and adopted an amendment to the
Company’s Articles of Incorporation to effect a reverse stock split of the
outstanding shares of the Company's Common Stock, par value $0.001 per share, at
a ratio of 50 for 1 restating common stock from 99,999,994 to 2,000,000 and to
authorize five million (5,000,000) shares of Preferred Stock at a par value of
$0.001 per share.  The total number of shares which the Company shall
have the authority to issue is One Hundred Thirty Five Million (135,000,000)
shares of two classes of capital stock to be designated respectively preferred
stock (“Preferred Stock”) and common stock (“Common Stock”). The total number of
shares of Common Stock the Corporation shall have authority to issue is
130,000,000 shares, par value $0.001 per share. The total number of shares of
Preferred Stock the Corporation shall have authority to issue is 5,000,000
shares, par value $0.001 per share.








F-11




Dover
Holding Corporation


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


Notes
to Financial Statements


As
of December 31, 2008 and 2007 (Audited)





Note
6 – Income
Tax




Differences
between the tax provision computed using the statutory federal income tax rate
and the effective income tax rate on operations is as follows:
  2008
              
              
              2007Federal
      Statutory Rate
              
              $
              (37,119
              )
              
              $
              (8,203
              )Tax
      Benefit not provided due to valuation allowance
              
              
              37,119
              
              
              
              8,203$
              0
              
              
              $
              0
  Components
of the Company’s deferred tax assets and liabilities are as
follows:
  2008
              
              
              2007Deferred tax
      assets:Tax
      benefits related to net operating loss carry
forwards
              
              $
              10,210,412
              
              
              $
              10,210,412Valuation
      allowance for Deferred tax assets
              
              
              (10,210,412
              )
              
              
              (10,125,365
              )Net
      deferred tax assets
              
              $
              0
              
              
              $
              0


As of December 31, 2008,
the Company has a net operating loss carry forwards for U.S. federal income tax
purposes in the aggregate of $10,210,412, which expires at various dates through
2028. Provisions are made for estimated U.S. income taxes, less available tax
credits and deductions.


F-12