Mail Stop 4561 November 5, 2008
Frank P. Crivello
Chief Executive Officer
Dover Holding Corporation
1818 North Farwell Avenue,
Milwaukee, Wisconsin 53202
Re: Dover Holding Corporation
Form 10, filed October 21, 2008
File No. 000-53469
Dear Mr. Crivello:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10
General
1. Please note that the Form 10 goes effective by lapse of time 60
days after the original filing date, pursuant to Section 12(g)(1)
of
the Securities Exchange Act of 1934. Upon the expiration of this
60-
day time period, you will be subject to the reporting requirements
under Section 13(a) of the Securities Exchange Act of 1934. In
addition, we will continue to review your filing until all of our
comments have been addressed.
Our Strategy, page 4
2. Revise the first paragraph to make clear how the Company will
operate in so far as investing (owning the properties subject to
the
leases). Will the Company attract debt and equity to invest in the
transactions or will the Company find investors. Disclose the
anticipated capital needs for the next 12 months. added
3. Revise the fourth paragraph to indicate who has the 25 years
experience. In addition, revise to add disclosure as to any
conflicts
between the officers` current enterprises and how those conflicts
will be resolved. added
Item 1A. Risk Factors, page 5
4. The purpose of the risk factors section is to discuss the most
significant factors that make investment in the company
speculative
or risky. It is not intended to be a place for the company to
offer
assurances or to state its inability to offer assurances.
However,
you make numerous references to the company`s inability to offer
assurances as to certain aspects of the company`s business.
Instead
of stating the company`s inability to make assurances, please
revise
the disclosure to merely state the material risks posed by the
uncertainties addressed.
5. Your risk factor on page 5 titled "We do not expect to increase
our revenues and earnings significantly..." is unclear. Please
clarify when you expect to generate your first revenues. Revised
slightly
*NTR: I thought this risk factor was unclear. It is not clear
whether this risk factor is trying to say that Dover will not
generate revenue until their websites are up but their websites
may
be delayed because their executives are not devoting a substantial
amount of time to Dover.
*NTR: Form 10 does not require smaller reporting companies to
list
risk factors. However, since they voluntarily disclosed this
information, I issued these comments.
Item 2. Financial Information
6. Please discuss the risks of receiving rental payments in common
stock and the risks related to entering into sale/leaseback
transactions with non-investment grade companies and the effect
that
these risks may have on your ability to continue as a going
concern.
Waive- this would be applicable once they start doing it.
*NTR: They discuss these risks in the risk factor section, but
they
should discuss it in the MD&A also because these are fairly large
risks that can affect the company`s ability to continue.
*NTR: Because they have going concern issues, they need a plan of
operation section. However, since they go into their business
plan a
little bit on page 14 of the MD&A, I did not issue a comment
requiring them to have a separate plan of operation section.
Liquidity and Capital Resources, page 13
7. Revise the disclosure for each note event (issuance and
conversion) to indicate the lender. added
Item 4. Security Ownership, page 16
8. Supplementally reconcile the holdings of Santa Clara to inform
us
how the shares were obtained, e.g., conversion of notes,
12,568,978
(page 19), sale of domain names, 10,000,000. added
9. Supplementally provide us with a list of the holders of the
2,000,000 shares outstanding at 12/31/07. added
Item 6. Executive Compensation, page 18
10. Please disclose, for each individual, the approximate amount
of
time to be spent each week on Company matters.
Item 9. Market Price..., page 20
11. Please disclose the approximate number of holders of each
class
of common equity. See Item 201(b) of Regulation S-K.
*NTR: I did not issue a comment asking whether dividends were
paid
because the rule did not seemed to imply that dividends only be
disclosed if they had been paid and I did not think it would be
material for a Form 10.
Item 10. Recent Sales of Unregistered Securities, page 20
12. Please indicate the section of the Securities Act or the rule
of
the Commission under which exemption from registration was
claimed.
See Item 701(d) of Regulation S-K.
* * * * *
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact (accountant x at....) or (accountant y
at...)
if you have questions regarding comments on the financial
statements
and related matters. Please contact Allicia Lam at 202-551-3316
or
me at (202) 551-3434 with any other questions.
Sincerely,
Michael R. Clampitt
Attorney-Advisor
CC: By Fax (212) 930-9725
Thomas A. Rose, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, NY 10006
Frank P. Crivello
Dover Holding Corporation
Page 4