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Tuesday, September 16, 2014

Another creditor - judgment issue resolved by Hannover House

Greetings HHSE Followers - We are writing today in response to another mistaken IHUB post.  The clown-squad is great at finding SOME court documents, but oddly, they cannot ever seem to find ALL of the documents to correctly characterize a situation (unless it can be misrepresented to look "bad" against Hannover House).

ADS Group provided some DVD replication for Origin Films / Phoenix Group ("Humans Vs Zombies") about two years ago.  We were not informed that these costs were not paid until very recently when a collection agent for ADS reached out to Hannover House.  While we were reluctant to accept responsibility for bills on an outside party's title, we began making monthly payments and deducting these from amounts due as royalties to the producers.

A few days ago, HHSE was surprised to receive a letter in the mail indicating that the company had neglected to make some sort of response filing in a Default Judgment matter!  Apparently, the collection attorney for ADS had "served" the Wyoming Registered Agent, who never forwarded any notice to Hannover House.  So we were never directly served (although "legally" the collection attorney DID make service of process).  Needless to say, Wyoming Registered Agent is freaked out, and apologetic (and insured).

Meanwhile Fred Shefte and George B. Morton (local counsel) contacted the attorney in the matter yesterday and got the case resolved.

End of story.  Probably won't be the end of the erroneous "basher" attacks on the matter. But remember, the HHSE management is REQUIRED to be truthful, and the clown-squad won't even use their real names!  Consider the source, and remember how STOOPID they looked last weekend in trying to stir up baloney about a fully satisfied judgment.  Weird, that they always can find PART of the court filings, but never "the good stuff" that shows that Hannover House has honored our corporate obligations, including those that sometimes are not directly our responsibility!

Monday, September 15, 2014

Settlement of TCA Credit Facililty results in 8-mm Share Increase for HHSE

Dear HHSE Shareholders - Hannover House has filed a Form 8 information statement today about two pieces of news.  The first is a good thing: the releasing venture with Redbull Media House is fully executed and the film release activities are in progress.  "ON ANY SUNDAY: THE NEXT CHAPTER" is expected to be the highest grossing theatrical and home video release ever for Hannover House... and we're very excited to be partnered with a multi-billion dollar company like Redbull. They also own and control a valuable library of other motorsports features and television programming... so there may be future opportunities.

The second item on the Form 8-k is not going to feel positive on the surface.  But upon further analysis, we're confident that reasonable minds will concur.  The credit line venture entered into with TCA Global Master Fund last May never worked to the satisfaction of Hannover House.  Furthermore, the structure of the UCC Security Interest held by TCA under the venture created obstacles for Hannover House to close other financing opportunities - including the banking of valuable international pre-sale agreements for major features.  In order for Hannover House to proceed with the bigger projects, some sort of settlement and resolution with TCA was required - and as a means to provide the initial cash payment that TCA demanded ($150,000) - a debt-conversion arrangement was structured through Redwood Management.  This resulted in the release of approx. 18-mm shares to Redwood, and the return of 10-mm shares previously held by TCA as collateral.

While the timing of this transaction arguably could not be worse - due to current low pricing in the PPS - the need to release the TCA security interest was paramount in order for Hannover House to continue forward progress on the major titles that we feel will drive the company's revenues and stature in 2015. 

The remaining balance due to TCA (approx. $300,000) will be paid in cash by Hannover House from producer fees contained within existing financing contracts for two major feature productions.

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  September 15, 2014

_______________________________

Hannover House, Inc.

(Exact name of registrant as specified in its charter)

_________________

Wyoming
000-28723
91-1906973
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation or Organization)
File Number)
Identification No.)

1428 Chester Street, Springdale, AR 72764
(Address of Principal Executive Offices) (Zip Code)

479-751-4500
(Registrant’s telephone number, including area code)

f/k/a "Target Development Group, Inc."

f/k/a "Mindset Interactive Corp."

330 Clematis Street, Suite 217, West Palm Beach, Florida 33401 (561) 514-0936
(Former name or former address and former fiscal year, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

X
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

SECTION 1 — REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01
Entry into a Material Definitive Agreement.  Hannover House, Inc. (“Company”) has entered into a theatrical releasing and home video venture with Redbull Media House (“Redbull”) for the motorsports feature film documentary “On Any Sunday: The Next Chapter.”  Under the terms of the agreement, Redbull shall finance the theatrical releasing costs to enable Hannover House to open the film on approximately 260 screens beginning November 7, 2014.  Company shall also release the film to DVD and Blu-Ray home video on February 10, 2015 under terms and conditions that are customary and consistent with other acquisitions of this caliber.  The Company expects to benefit significantly with enhanced awareness and consumer demand to see the movie, which is expected to be driven by the media exposure, advertising and publicity activities being funded by Redbull’s promotional and marketing teams.  The film was rated by the MPAA on Friday, Sept. 12, and earned a “PG” rating.  Theatre circuits that have offered to support the release include AMC, Carmike, Cinemark, Malco and Regal Entertainment Group.  A promotional website for the film has been published at:  www.OnAnySundayFilm.com
 
Item 1.02
Termination of a Material Definitive Agreement.  Hannover House, Inc. ("Company") has terminated a corporate financing agreement that had been previously entered into in May, 2013 with TCA Global Master Fund.  Per the terms of the mutually agreed dissolution, TCA will return to Hannover House ten-million (10,000,000) collateral shares of common stock, and will be paid three-hundred-thousand dollars (USD $300,000) by Hannover House over the next six months.  An additional, initial payment of approximately one-hundred-fifty-thousand dollars (USD $150,000) shall be paid by Redwood Management, under a debt-purchase structure calling for the release of 18,270,543 shares of common stock.
 
Hannover House management feels that the dissolution and resolution of the credit facility from TCA is in the company’s best interest.  The revolving structure and credit caps were impeding the company from pursuing other (more traditional) forms of operating financing.
 
The net result to the Company's current share structure resulting from both the termination of the TCA credit facility is as follows:
Current Total Shares In Issue (June 30, 2014): 598,338,905
Collateral Shares to be surrendered by T.C.A.:     <10,000,000>
Shares to Redwood for Settlement Payment:           18,270,543
Revised Total O.S After Both Transactions:     606,609,448
 
Item 1.03
Bankruptcy or Receivership.  Not Applicable.
 

SECTION 2 — FINANCIAL INFORMATION

Item 2.01
Completion of Acquisition or Disposition of Assets.  Not Applicable.
 
Item 2.02
Results of Operations and Financial Condition.  Not Applicable.
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.  Not Applicable.
 
Item 2.04
Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.  Not Applicable.
 
Item 2.05
Costs Associated with Exit or Disposal Activities.  Not Applicable.
 
Item 2.06
Material Impairments.  Not Applicable.
 

SECTION 3 — SECURITIES AND TRADING MARKETS

Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.  Not Applicable.
 
Item 3.02
Unregistered Sales of Equity Securities.  Not Applicable.
 
Item 3.03
Material Modification to Rights of Security Holders.  Not Applicable.
 

SECTION 4 — MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

Item 4.01
Changes in Registrant’s Certifying Accountant.  Not Applicable.
 
Item 4.02
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.  Not Applicable.
 

SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.01
Changes in Control of Registrant.  Not Applicable.
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.  Not Applicable.
 
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Not Applicable.
 
Item 5.04
Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.  Not Applicable.
 
Item 5.05
Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.  Not Applicable.
 
Item 5.06
Change in Shell Company Status.  Not Applicable.
 

SECTION 6 — ASSET-BACKED SECURITIES

Item 6.01
ABS Informational and Computational Material.  Not Applicable.
 
Item 6.02
Changes in Servicer or Trustee.  Not Applicable.
 
Item 6.03
Change in Credit Enhancement or Other External Support.  Not Applicable.
 
Item 6.04
Failure to Make a Required Distribution.  Not Applicable.
 
Item 6.05
Securities Act Updating Disclosure.  Not Applicable.
 

SECTION 7 — REGULATION FD

Item 7.01
Regulation FD Disclosure.  Not Applicable.
 

SECTION 8 — OTHER EVENTS

Item 8.01
Other Events.  Notification of Annual Meeting of Shareholders.  Notice is hereby made
 

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01
Financial Statements and Exhibits.
 
 
(a) Financial statements of businesses acquired.  Not Applicable.
 
 
(b) Pro forma financial information.  Not Applicable.
 
 
(c) Shell company transactions.  Not Applicable.
 
 
(d) Exhibits.  Not Applicable.
 

 

 
 

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, hereunto duly authorized.

 

 Date: September 15, 2014
Hannover House, Inc.
 
By
/s/ Eric F. Parkinson
 
 
Name: Eric F. Parkinson
Title: C.E.O.

 

INDEX TO EXHIBITS

Exhibit No.
Description
 
 Not Applicable.
 
 
 

 

Friday, September 12, 2014

HHSE considering Animated Features for release

Dear HHSE Friends - management has received some communications from shareholders regarding the company's lack of activity in the realm of Animated Features. 

Firstly, let's state clearly for the record that the company is not in any way opposed to acquiring and releasing Animated Features.  The hesitancy to pursue this category has been the cost-outlay, as most of the animated titles potentially available to a company like Hannover House require a large investment of both cash and time (animated features take years to complete). 

That said, we're still willing to test the retailer response to Hannover releasing animation.  In this regard, one title that has been presented is the epic production from Spain of "EL CID: THE LEGEND."  This title is now 10-years old (in Europe), but unreleased in the U.S.A.  It could be released in both English and Spanish language versions. 

Check out the trailer and poster and let us know what you think?

By the way, the YouTube trailer link below is a surprisingly low-resolution image quality.  The private Vimeo Link that Hannover has seen is much more vibrant and sharp.  But you can still get an idea of the quality.

http://www.youtube.com/watch?v=uejo2ZTY9H0


Thursday, September 11, 2014

HHSE's Peliculas Fantastico presents "ASALTO AL CINE"

Buenas tardes hermanos y HHSE Shareholders:  Initial retailer reaction to the upcoming DVD release of "ASALTO AL CINE" (translated: "The Cinema Hold-Up") is FANTASTICO, which is why it's one of the lead titles for the new HHSE Spanish label, Peliculas Fantastico.

Check out the special music video which tells the story of what can happen when too little opportunity collides with too much spare time.  Watch for "ASALTO AL CINE" into Walmart, Best Buy, Redbox and others...

http://www.youtube.com/watch?v=7oyD5rLUGj4

Tuesday, September 9, 2014

VODwiz - Update

Greetings HHSE Followers - We are posting today, pursuant to our prior pledge to provide regular updates on VODwiz.  Following our technical inability to meet the internally-announced / originally planned consumer launch date of August 30, we have continued to accumulate masters and meta-data for titles from our 12-supplier studio partners.  We are sorting these elements for priority upload status, so that we have the highest-profile / commercially solid titles on-boarded first.

In direct response to questions sent to HHSE management, "yes", the company is still working with Nanotech Entertainment in the operational / fulfillment functions of the site and IPTV Channel.

In direct response to inquiries from Nanotech, it has been requested that we limit VODwiz updates until the site is officially launched to consumers.

As HHSE shareholders know, VODwiz is a major venture.  It is not like the launch of one, two or two-hundred movies onto DVD.  It's like launching 3,000 films at the exact same time... and in the process, building a powerful consumer brand and entertainment channel.  It's essential that the launch of VODwiz be done properly - both from a technical standpoint as well as from a consumer-perception standpoint.  Overly frequent updates "during construction" rarely present a clear picture of the final structure.  In fact, seeing the girders and inner-workings of the construction process can take away some of the awe. 

Does Apple provide one (or two) updates a week on their newest technology?  No.  They wait until their latest gizmo is fully ready, then they pull back the curtain in one sweeping move.  The end result is awesome, and the consumer reaction is profound. 

We won't impose total radio silence.  But we also plan to catch the market by surprise.  VODwiz is a major venture that will have major revenues, profits and PPS impact to HHSE.  Actions are better than updates, and that's our current mode...





Monday, September 8, 2014

"ON ANY SUNDAY" leads powerful Q1 Video Schedule for HHSE

"ON ANY SUNDAY: THE NEXT CHAPTER" will storm onto DVD, Blu-Ray and Video-On-Demand Feb. 10, 2015, following a nationwide theatrical release to more than 260 theatres.  The marketing exposure and support from Redbull Media (valued at over $4-mm) should drive home video sales on this title to the top of the charts.  HHSE is poised to have not only it's top selling title of all time with "ON ANY SUNDAY: THE NEXT CHAPTER," but the other releases in January - and shipping through the end of March, 2015, should give the company a record sales quarter.

January HV releases include:  MAFIA MAN and the USA release for POSSESSION: THE INGLODA WITHIN and VALLEY OF THE WITCH (released during Q4, 2014 in Canada).

February HV releases include:  ON ANY SUNDAY: THE NEXT CHAPTER, VATOS LOCOS, MIDNIGHT HORROR SHOW, SUNSHINE and PAPPA CAP.

March HV releases includeGABRIELLE, GRIM, and the USA release of SPRING BREAK MURDERS (released during Q3, 2014 in Canada).

April HV releases which ship and invoice in Q1include:  BONOBOS, REACH, CHAMPIONSHIP SOCCER, WIDE BLUE YONDER and BURIED ALIVE.

Friday, September 5, 2014

Update to prior blog about False Foreign Judgment filing

Greetings HHSE Friends & Shareholders - Back on August 5, HHSE posted a blog to identify that a "foreign judgment" that had been filed in Washington, County Arkansas (from CAV Distribution Corporation) was false and was being opposed by the company.  On that day, Arkansas counsel contacted the court to inform them that an opposition or objection was to be made, on the basis that the original judgment had been fully satisfied in California. Counsel then advised to file a Satisfaction of Judgment in the California case, which would then render any subsequent assignments moot. 

Back History:  in 2009, during that brief moment when HHSE thought that it was to be purchased by Empire Film Group, Inc., one of the licensors to Empire was Elite Entertainment, Inc.  When Empire failed to pay for the acquisition of the Elite Library (as well as failing to pay for the acquisition of Hannover House), Elite filed a lawsuit and named a wide range of entities (including Hannover House).  Contrary to written communications, Empire did NOT defend the case, and as such, all named parties suffered from a default judgment. The judgment, including interest and fees came to around $250,000.

Over the next four years, Hannover House made periodic payments against this judgment, and ultimately paid off the full note to Elite Entertainment, Inc.  However, at some point during this process, the primary creditor for Elite (C.A.V. Distributing) put a lien against Elite, including Elite's judgment against all of the Empire-Hannover default parties.  C.A.V. did not check with Hannover House to verify if there was any remaining balance due to Elite.  Instead, they filed a judgment for whatever amount ELITE owed to C.A.V., and attempted to file this against Hannover House and other named parties.  It wasn't even the proper amount originally, and it did not take into account that the judgment had been satisfied.

In any event, due to C.A.V.'s actions, the legal procedural course to follow was to:

a).  File a "Satisfaction of Judgment" document in California;

b).  Use the CA filing to enable the Washington County, AR court to dismiss the foreign judgment filing attempt.

The fully executed Satisfaction of Judgment form is below.

Hannover House still has debts - but ELITE ENT. (and any parties that Elite might owe!) is not one of them!