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EX-31.1 - EXHIBIT 31.1 - Dover Holding Corp | ex311.htm |
EX-32.1 - EXHIBIT 32.1 - Dover Holding Corp | ex321.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark
One)
x
|
QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30,
2009
|
or
o
|
TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT
|
For the
transition period from _______________ to _______________
Commission
File Number: 000-53469
Dover Holding
Corporation
(Exact
name of small business issuer as specified in its charter)
Nevada
|
86-0883291
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
1818 North Farwell Avenue,
Milwaukee, WI 53202
(Address
of principal executive offices)
(414)
283-2605
(Issuer’s
telephone number)
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).
Yes [ ] No [ ]
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check
one):
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting company x
|
(Do not
check if a smaller reporting company)
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
Applicable
only to issuers involved in bankruptcy proceedings during the preceding five
years:
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes o
No o
Applicable
only to corporate issuers:
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date. As of November 6, 2009 – 27,115,376
shares of common stock were issued and outstanding.
1
DOVER HOLDING
CORPORATION
FORM
10-Q
QUARTERLY
PERIOD ENDED SEPTEMBER 30, 2009
TABLE
OF CONTENTS
PART
1 FINANCIAL INFORMATION
|
3
|
|
Item
1.
|
Financial
Statements (Unaudited)
|
3
|
Condensed
Balance Sheet
|
4
|
|
Condensed
Statements of Operations
|
5
|
|
Condensed
Statements of Cash Flows
|
6
|
|
Notes
to Condensed Financial Statements
|
7
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
8
|
Item
3.
|
Qualitative
and Quantitative Disclosure About Market Risk
|
10
|
Item
4T.
|
Controls
and Procedures
|
10
|
PART
II OTHER INFORMATION
|
||
Item
1.
|
Legal
Proceedings
|
11
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
11
|
Item
3.
|
Defaults
Upon Senior Securities
|
11
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
11
|
Item
5.
|
Other
Information
|
11
|
Item
6.
|
Exhibits
|
11
|
SIGNATURES
|
12
|
|
CERTIFICATIONS
|
13
|
|
Certification of CEO Pursuant to 13a-14(a) under the Exchange Act | ||
Certification of CEO Pursuant to
18 U.S.C Section 1350
|
2
PART 1.
FINANCIAL INFORMATION
3
Dover
Holding Corporation
|
||||||||
Balance
Sheet
|
||||||||
ASSETS
|
||||||||
September
30, 2009
|
December
31, 2008
|
|||||||
(Unaudited)
|
(Audited)
|
|||||||
Current
Assets
|
||||||||
Cash
|
$ | 308 | $ | 444 | ||||
Total
Current Assets
|
308 | 444 | ||||||
Other
Assets
|
||||||||
Fixed
Assets, less accum depr
|
39,995 | 39,995 | ||||||
Retainer
|
- | 2,500 | ||||||
Total
Other Assets
|
39,995 | 42,495 | ||||||
TOTAL
ASSETS
|
$ | 40,303 | $ | 42,939 | ||||
LIABILITIES AND STOCKHOLDER'S
EQUITY
|
||||||||
Current
Liabilities
|
||||||||
Accounts
Payable
|
$ | 73,600 | $ | 52,252 | ||||
Other
Liabilities
|
30,000 | 2,500 | ||||||
Accrued
Interest Payable
|
2,559 | 841 | ||||||
Notes
Payable
|
34,250 | 21,250 | ||||||
TOTAL
LIABILITIES
|
140,409 | 76,843 | ||||||
STOCKHOLDERS' DEFICIT
|
||||||||
Common
Stock, $0.001 par value, 130,000,000
|
||||||||
Shares
authorized, 27,115,376 outstanding
|
27,115 | 27,115 | ||||||
Additional
Paid In Capital
|
10,149,393 | 10,149,393 | ||||||
Accumulated
Deficit
|
(10,137,692 | ) | (10,137,691 | ) | ||||
Accumulated
Deficit Developmental Stage
|
(138,922 | ) | (72,721 | ) | ||||
Total
Stockholders' Deficit
|
(100,106 | ) | (33,904 | ) | ||||
TOTAL
LIABILITIES & STOCKHOLDERS' DEFICIT
|
$ | 40,303 | $ | 42,939 |
See
Accompanying Notes to Financial Statements
4
Dover
Holding Corporation
|
||||||||||||||||||||
Statement
of Operations
|
||||||||||||||||||||
(Unaudited)
|
||||||||||||||||||||
Three
Months Ended September 30,
|
Nine
Months Ended September 30,
|
Developmental
Stage
For
the period June 1, 2008 to September 30,
|
||||||||||||||||||
2009
|
2008
|
2009
|
2008
|
2009
|
||||||||||||||||
REVENUE
|
||||||||||||||||||||
Income
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Total
Revenue
|
- | - | - | - | - | |||||||||||||||
Expenses
|
||||||||||||||||||||
General
and Administrative Fees
|
253 | - | 2,520 | 1,075 | 2,802 | |||||||||||||||
Impairment
|
- | - | - | - | 10,005 | |||||||||||||||
Professional
Fees
|
17,239 | 5,000 | 61,964 | 17,742 | 122,053 | |||||||||||||||
Total
Expenses
|
17,492 | 5,000 | 64,484 | 18,817 | 134,860 | |||||||||||||||
Operating
Loss
|
(17,492 | ) | (5,000 | ) | (64,484 | ) | (18,817 | ) | (134,860 | ) | ||||||||||
Other
Expenses
|
||||||||||||||||||||
Interest
Expenses
|
691 | 711 | 1,717 | 3,186 | 4,062 | |||||||||||||||
Total
Other Expenses
|
691 | 711 | 1,717 | 3,186 | 4,062 | |||||||||||||||
Net
Loss
|
$ | (18,183 | ) | $ | (5,711 | ) | $ | (66,201 | ) | $ | (22,003 | ) | $ | (138,922 | ) | |||||
Net
Loss per Common Share
|
||||||||||||||||||||
Basic
and Diluted
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.01 | ) | |||||
Weighted
Average Number of Common Shares
|
||||||||||||||||||||
Outstanding
- Basic and Diluted
|
27,115,136 | 22,132,285 | 27,115,136 | 9,754,295 | 25,249,280 |
See
Accompanying Notes to Financial Statements
5
Dover
Holding Corporation
|
||||||||||||
Statement
of Cash Flows
|
||||||||||||
Unaudited
|
||||||||||||
Nine
Months Ended September 30,
|
Developmental
Stage
For
the period June 1, 2008 to September 30,
|
|||||||||||
2009
|
2008
|
2009
|
||||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
Net
Loss
|
$ | (66,201 | ) | $ | (22,003 | ) | $ | (138,922 | ) | |||
Adjustments
to reconcile net loss to net cash
used
operating activities
|
||||||||||||
|
||||||||||||
Changes
in Operation Assets & Liabilities:
|
||||||||||||
Retainers
|
2,500 | (3,000 | ) | - | ||||||||
Impairment
|
- | - | 10,005 | |||||||||
Accounts
Payable and Accrued expenses
|
48,848 | 75 | 91,273 | |||||||||
Accrued
Interest Payable
|
1,717 | 3,186 | 4,062 | |||||||||
Net
Cash Used by Operating Activities
|
(13,136 | ) | (21,742 | ) | (33,582 | ) | ||||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Proceeds
from Note Payable
|
13,000 | 21,850 | 33,850 | |||||||||
Net
Cash Provided by Financing Activities
|
13,000 | 21,850 | 33,850 | |||||||||
NET
INCREASE (DECREASE) IN CASH:
|
(136 | ) | 108 | 268 | ||||||||
BEGINNING
CASH
|
444 | 82 | 40 | |||||||||
ENDING
CASH
|
$ | 308 | $ | 190 | $ | 308 | ||||||
SUPPLEMENTAL
DISCLOSURE OF CASH ITEMS:
|
||||||||||||
Interest
Paid
|
$ | - | $ | - | $ | - | ||||||
Income
Taxes Paid
|
$ | - | $ | - | $ | - | ||||||
SUPPLEMENTAL
DISCLOSURE OF NON-CASH INVESTING & FINANCING
ACTIVITIES:
|
||||||||||||
Purchase
of domain name
|
$ | - | $ | (50,000 | ) | $ | - | |||||
Common
stock for domain name
|
$ | - | $ | 10,000 | $ | - | ||||||
Additional
paid in capital for domain name
|
$ | - | $ | 40,000 | $ | - | ||||||
Note
payable conversion for common stock
|
$ | - | $ | (62,600 | ) | $ | - | |||||
Accrued
interest conversion for common stock
|
$ | - | $ | (12,977 | ) | $ | - | |||||
Common
stock for note payables
|
$ | - | $ | 15,115 | $ | - | ||||||
Additional
paid in capital for note payables
|
$ | - | $ | 60,462 | $ | - |
See
Accompanying Notes to Financial Statements
6
Dover
Holding Corporation
(A
Developmental Stage Company as of June 1, 2008)
Notes
to Financial Statements
As
of September 30, 2009 (Unaudited)
Note
1 – Organization and
Operations
Dover
Holding Corporation was formed and incorporated in the State of Nevada on
December 5, 1995 under the name of Business Valet Services
Corp. The Company changed its name to CTI Technology, Inc on
June 6, 2000. On March 28, 2003 per the Order Confirming
Debtors’ and Creditor’s Committee’s First Amended Joint Plan of Reorganization
dated January 29, 2003, the Company changed its name to Dover Holding
Corporation. On October 25, 2007 the Company changed its name to
HeadWater Beverage Company, Inc. On March 8, 2008, the Company changed its name
back to Dover Holding Corporation.
On June
1, 2008, the Company became a developmental stage company. The
Company is focusing its business plan on providing long-term, real estate-based
financing for micro-cap public companies. The Company believes that
micro-cap public companies have limited access to financing given the current
national and international macro-economic conditions. Real estate
assets held by non-real estate companies, traditionally have been illiquid
assets. The Company intends to use sale-leaseback financing transactions, with
triple-net leases, to provide micro-cap companies a source of liquidity for
operations and business expansion. The Company expects to incur
additional costs associated with implementing the current business
plan. The Company expects to fund interim operations through
the issuance of debt and/or equity from its largest shareholder, Santa Clara
Partners, LLC or its affiliates.
The
condensed financial statements as of September 30, 2009, for the nine months
ended September 30, 2009 and 2008, and for the three months ended September 30,
2009 and 2008, and for the development stage period June 1, 2008 to September
30, 2009 are unaudited. In the opinion of management, such
condensed financial statements include all adjustments (consisting of normal
recurring accruals) necessary for the fair representation of the financial
position and the results of operations. The results of
operations for the periods presented are not necessarily indicative of the
results to be expected for the full year. The interim condensed
financial statements should be read in conjunction with the audited financial
statements for the year end December 31, 2008 appearing in Form 10K filed on
April 3, 2009.
The
preparation of consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent assets and liabilities at
the date of the consolidated financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results may
differ from those estimates.
Note
2 – Related Party
Transactions
A.
Notes Payable
On
February 5, 2008, the Company entered into a revolving loan from the Irrevocable
Children’s Trust No. 2, at an annual rate of 8%. From January 1, 2009
through September 30, 2009, the Company borrowed an additional $13,000 with the
same terms. The principal balance as of September 30, 2009 was
$34,250. The trustee of this entity is a member of Santa Clara
Partners, LLC, a shareholder and executive of the Company.
Note
3 – Liquidity
Concern
The
Company expects to fund interim operations through the issuance of debt and/or
equity from its largest
shareholder, Santa Clara Partners, LLC or its affiliates. As shown in the
accompanying financial statements, the Company incurred a net loss of $66,201
and $22,003 for the nine months ending September 30, 2009 and 2008 respectively.
The Company is focusing its business plan on providing long-term, real
estate-based financing for micro-cap public financing. Given the
current national and international macro-economic conditions, real estate assets
held by non-real estate companies, traditionally have been illiquid assets. The
Company intends to use sale-leaseback financing transactions, with triple-net
leases, to provide micro-cap companies a source of liquidity for operations and
business expansion. The Company intends to seek additional financing to
implement its current business plan. There can be no assurance
that Company will be able to find suitable financing.
Note
4 – Subsequent
Events
Pursuant
to Financial Accounting Standards Board Accounting Standards Codification
855-10, we have evaluated all events or transactions that occurred from
September 30, 2009 through November 6, 2009, the date our condensed consolidated
financial statements were issued. We did not have any material recognizable
subsequent events during this period.
7
Item
2. - Management's Discussion And Analysis Or Plan Of
Operation.
Forward-Looking
Statements
The
information in this report contains forward-looking statements. All statements
other than statements of historical fact made in report are forward looking. In
particular, the statements herein regarding industry prospects and future
results of operations or financial position are forward-looking statements.
These forward-looking statements can be identified by the use of words such as
“believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,”
“projects,” “expects,” “may,” “will,” or “should” or other variations or similar
words. No assurances can be given that the future results anticipated by the
forward-looking statements will be achieved. Forward-looking statements reflect
management’s current expectations and are inherently uncertain. Our actual
results may differ significantly from management’s expectations. A
reader, whether investing in the Company’s securities or not, should not place
undue reliance on these forward-looking statement, which are made only as of the
date of this Quarterly Report. Important factors that may cause
actual results to differ from expectations and projections, include, for
example: the success or failure of management’s implementation of the
Company’s plan of operation; the ability of the Company to fund its operating
expenses; the ability of the Company to obtain a source of funds on terms that
are acceptable in light of the requirements of prospective sale-leaseback
transactions; the ability of the Company to compete with other companies that
provide capital to micro-cap companies; the effect of changing economic
conditions impacting our plan of operation; the ability of the Company to
accurately evaluate the credit risk of prospective triple-net
lessees; and the ability of the Company to meet the general risks
attendant to a new business, a financing business, a real estate investment
business or a triple-net lease business.
The
following discussion and analysis should be read in conjunction with our
financial statements, included herewith. This discussion should not be construed
to imply that the results discussed herein will necessarily continue into the
future, or that any conclusion reached herein will necessarily be indicative of
actual operating results in the future. Such discussion represents only the best
present assessment of our management.
Background
On June
1, 2008, the Company began operations focused on real estate ownership and
consultation, with a primary focus on micro-cap public
companies. In order to implement the Company’s business plan,
the Company appointed Frank P. Crivello as Chairman and Chief Executive Officer,
and acquired the domain name “nnn.net” and “nnn.bz”, as web portals from Santa
Clara Partners, LLC, a company owned by our Chief Executive Officer and our
President.
We plan
to provide long-term net lease financing for micro-cap public
companies. We believe that micro-cap public companies have limited
access to financing given the current national and international macro-economic
conditions. We seek to use triple-net lease sale-leaseback
financing transactions to provide micro-cap companies a source of liquidity for
operations and business expansion.
The
Company has no employees and does not expect to hire any prior to generating
revenue. The Company’s executive officers have agreed to allocate a
portion of their time to the activities of the Company, without
compensation. The executive officers anticipate that the business
plan of the Company can be implemented by their devoting a portion of their
available time to the business affairs of the Company.
Results
of Operations
The
Company is focusing its business plan on providing long-term, real estate-based
financing for micro-cap public companies. The Company believes that
micro-cap public companies have limited access to financing given the current
national and international macro-economic conditions. Real estate
assets held by non-real estate companies, traditionally have been illiquid
assets. The Company intends to use sale-leaseback financing transactions, with
triple-net leases, to provide micro-cap companies a source of liquidity for
operations and business expansion. The Company has been
developing it’s website and has commenced discussions with various parties
related to the leaseback transactions, however, no definitive agreements have
been reached as of yet. The Company expects to incur additional
losses business opportunities reach a critical mass. There can be no
assurance that Company will ever achieve any revenues or profitable
operations. The Company expects to fund interim operations through the
issuance of debt and/or equity from its largest shareholder, Santa Clara
Partners, LLC or its affiliates.
As shown
in the accompanying financial statements, the Company incurred a net loss of
$18,183 and $5,711 for the three months ended September 30, 2009 and 2008,
respectively, and $66,201 and $22,003 for the nine months ending September 30,
2009 and 2008, respectively. The Company became a developmental stage
company on June 1, 2008.
8
Three
Months Ended September 30, 2009 and 2008:
Professional Fees:
Professional fees were $17,239 and $5,000 for the three months ended September
30, 2009 and 2008, respectively. Professional fees increased by $12,239 due to
an increase in accounting and legal fees for the SEC filings.
General and Administrative
Expenses: General and administrative expenses were $253 and $0 for the
three months ended September 30, 2009 and 2008, respectively. General and
administrative expenses increased by $253 due to the website renewal fees of
NNN.net.
Interest Expense:
Interest expense was $691 and $711 for the three months ended September 30, 2009
and 2008, respectively. Interest expense decreased by $20
due to loan conversions in the second quarter of 2008.
Net Loss: Net loss
was $18,183 and $5,711 for the three months ended September 30, 2009 and 2008,
respectively. This was an increase in net loss of $12,472 resulting primarily
from an increase in professional fees relating to the public filing of the
Company during the three months ended September 30, 2009.
Nine
Months Ended September 30, 2009 and 2008:
Professional Fees:
Professional fees were $61,964 and $17,742 for the nine months ended September
30, 2009 and 2008, respectively. Professional fees increased by $44,222 due to
an increase in accounting and legal fees for the SEC filings.
General and Administrative
Expenses: General and administrative expenses were $2,520 and $1,075 for
the nine months ended September 30, 2009 and 2008, respectively. General and
administrative expenses increased by $1,445 due to the website renewal fees of
NNN.net and filing fees for the State of Nevada.
Interest Expense:
Interest expense was $1,717 and $3,186 for the nine months ended September 30,
2009 and 2008, respectively. Interest expense decreased by
$1,469 due to loan conversions in the second quarter of 2008.
Net Loss: Net loss
was $66,201 and $22,003 for the nine months ended September 30, 2009 and 2008,
respectively. This was an increase in net loss of $44,198 resulting primarily
from an increase in professional fees relating to the public filing of the
Company during the nine months ended September 30, 2009.
Liquidity
and Capital Resources
For the
nine months ended September 30, 2009, we had a negative cash flow from
operations of $13,136 compared to a negative cash flow of $21,742 for the nine
months ended September 30, 2008, a decrease in the cash flow of
$8,606. The Company expects to fund interim operations through the
issuance of debt and/or equity securities from its largest shareholder, Santa
Clara Partners, LLC or its affiliates.
During
the nine months ended September 30, 2009, the Company received $13,000 in loans
from related parties at an interest rate of 8%.
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 September 30, 2009, the
company has not yet begun operations. The Company has no intention to
begin operations until the economy is stable again.
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.
9
Critical
Accounting Policies
Liquidity
Concern:
The
Company expects to fund interim operations through the issuance of debt and/or
equity from its largest shareholder, Santa Clara Partners, LLC or its
affiliates. As shown in the accompanying financial statements, the Company
incurred a net loss of $66,201 and $22,003 for the nine months ending September
30, 2009 and 2008 respectively. The Company is focusing its business plan on
providing long-term, real estate-based financing for micro-cap public
companies. The Company believes that micro-cap public companies have
limited access to financing given the current national and international
macro-economic conditions. Real estate assets held by non-real estate
companies, traditionally have been illiquid assets. The Company intends to use
sale-leaseback financing transactions, with triple-net leases, to provide
micro-cap companies a source of liquidity for operations and business expansion.
The Company intends to seek additional financing to implement its current
business plan. There can be no assurance that Company will be
able to find suitable financing.
Accounting
for the Impairment of Long-Live Assets
The
long-lived assets held and used by the Company are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
assets may not be recoverable. It is reasonably possible that these
assets could become impaired as a result of technology or other industry
changes. Determination of recoverability of assets to be held and
used is performed by comparing the carrying amount of an asset to future net
undiscounted cash flows to be generated by the assets or comparable market
prices of the assets. If such assets are considered to be impaired,
the impairment to be recognized is measured by the amount by which the carrying
amount of assets exceed the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell.
None.
Disclosure
Controls and Procedures
Our
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e)) under the
Exchange Act) that is designed to ensure that information required to be
disclosed by the Company in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
specified in the Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.
As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by this report, we have carried out an evaluation of the
effectiveness of the design and operation of our company’s disclosure controls
and procedures. Under the direction of our Chief Executive Officer, we evaluated
our disclosure controls and procedures and internal control over financial
reporting and concluded that (i) there continue to be material weaknesses in the
Company’s internal controls over financial reporting, that the weaknesses
constitute a “deficiency” and that this deficiency could result in misstatements
of the foregoing accounts and disclosures that could result in a material
misstatement to the financial statements for the current period that would not
be detected, (ii) accordingly, our disclosure controls and procedures were not
effective as of September 30, 2009, and (iii) no change in internal
controls over financial reporting occurred during the quarter ended September
30, 2009, that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.
Changes
in Internal Control Over Financial Reporting
Our
management performed an evaluation to determine whether any change in our
internal controls over financial reporting occurred during the nine month period
ended September 30, 2009. Based on that evaluation, management concluded that no
change occurred in the Company's internal controls over financial reporting
during the nine months ended September, 2009, that has materially affected, or
is reasonably likely to materially affect, the Company's internal controls over
financial reporting.
10
ITEM
1. Legal Proceedings.
None.
ITEM
1A. Risk Factors.
There have been no material changes to
our risk factors as previously disclosed in our last Annual Report on Form
10-K.
ITEM
2. Unregistered Sales Of Equity Securities And Use Of Proceeds.
None.
None
ITEM
4. Submission Of Matters To A Vote Of Security Holders.
None.
ITEM
5. Other Information.
None.
Exhibit
Number
|
Description
|
|
31.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
Section 302 of Sarbanes-Oxley Act of 2002 (filed
herewith)
|
|
32.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed
herewith)
|
11
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
Dover
Holding Corporation
|
|||
Date:
November 6, 2009
|
By:
|
/s/ Frank P. Crivello | |
Name: Frank P. Crivello | |||
Title: Cheif Executive Officer and Cheif Financial Officer | |||