Beruflich Dokumente
Kultur Dokumente
DALLAS COUNT
6/11/2018 2:04 PM
FELICIA PITRE
DISTRICT CLERK
NO. DC—17—00183
§
Defendant. § 116m JUDICIAL DISTRICT
Appendix in Support of its Motion for Partial Summary Judgment (the “Appendix”),
and incorporates this Appendix and its attachments into such Motion for Partial
Exhibit 1-A: The Boggy Creek Agreement dated May 16, 201 1;
Exhibit 5: Amazon Retail Analytics Basic as 0f April 22, 2017, and June
17, 2017, fiom Amazon Advantage, produced by Defendant in
Response to Plaintiff s Request for Production (No Bates Labels
Provided) (the “Amazon Retail Analytics”); and,
—
Respectfully Submitted,
SHEILS WINNUBST
A Professional Corporation
1100 Atrium II
CERTIFICATE OF SERVICE
hereby certify that a tIue and correct copy of the above and foregoing
I
Appendix in Support ofits Motionfor Partial Summary Judgment was served upon
counsel for Defendant, James B. Carroll, via electronic service and email on this
11th day of June, 2018.
—
§
§
Defendant. § 116m JUDICIAL DISTRICT
STATE OF TEXAS §
COUNTY OF DALLAS g
BRYAN FOSTER, and after being by me first duly sworn did depose and say as
follows:
RELEASING, L.L.C., the named plaintiff in the above—styled and numbered matter.
this affidavit and am fully competent to testify to the matters stated herein. I have
correct.
records received from ORIGIN’s predecessors and assigns in interest and during the
—
course of production in this litigation from Defendant. These said records are kept
by ORIGIN in the regular course of business, and it was the regular course of
0f the act, event, condition, opinion, or diagnosis, recorded t0 make the record or to
transmit information thereof to be included in such record; and the record was made
at or near the time or reasonably soon thereafter. Based upon the foregoing, the
documents attached to this Affidavit and the Appendix are the business records of
ORIGH\I.
INC. (“Defendant”) presented Boggy Creek Production, LLC, Humans vs. Zombies,
LLC, Patient Zero Productions, LLC, Phoenix Group Releasing, LLC, and/or
regarding the distribution rights of various films. After negotiations, the parties
(the “Boggy Creek Agreement”). See the Boggy Creek Agreement attached hereto
”
as Exhibit “I-A. On or about January 2012, Defendant made an offer in the form
—
(the “Humans Agreement”). See the Humans Agreement attached hereto as “Exhibit
”
I-B. On or about February 22, 2012, Defendant made an offer in the form 0f the
”
“Patient Agreement”). See the Patient Agreement attached hereto as Exhibit “I-C.
The Boggy Creek Agreement, Humans Agreement, and Patient Agreement will be
t0 distribute Boggy Creek, Humans vs. Zombies, and Patient Zero (collectively, the
revising the offers and signing the Agreements. See the Agreements attached hereto
” ”
as Exhibits “I—A through “I-C, respectively. Defendant accepted the modified
terms of the Agreements and began marketing and distributing the Movies,
respective rights to the Movies to Bruce Kahn and myself. We then transferred those
rights to the company that is the Plaintiff in this lawsuit, ORIGIN RELEASING,
L.L.C.
—
7.
some payments to ORIGIN pursuant to the Agreements and ORIGIN performed its
obligations under the Agreements by, among other things, allowing Defendant t0
”
distribute the Movies. See the January Letter, attached hereto as Exhibit “I-D.
Phase 4 Films (“Phase 4”) to manufacture and produce the Movies for sale and
distribution. Phase 4 would then sell the Movies and distribute them to retailers,
such as Wal—Mart, for sale. Phase 4 remitted payments for royalties to Defendant
4, and from such amounts ORIGIN received some royalty payments from Defendant
pursuant to the Agreements and Royalty Reports. See the Royalty Reports produced
”
by Defendant attached t0 the Appendix as “Exhibit 2. After comparing the Royalty
Reports with ORIGIN’S records, some portion of those payments were made t0
the period the Agreements were in effect for Defendant to make certain royalty
payments consistent with the Agreements and for Defendant t0 provide Plaintiff
accounting pursuant to the Agreements to ORIGIN. See the January Letter, attached
—
”
hereto as Exhibit ”I-D.
10. “An issue arose When it was revealed that Defendant was not remitting
the full amount it was required to remit under the Agreements and when Defendant
Defendant failed to pay ORIGIN amounts due under the Agreements and further
failed to provide the required sales and accounting information. On January 10,
2013, ORIGIN informed Defendant of its failure to timely pay monies owed t0
Origin and its failure to provide the contractually required sales and accounting
information and breach of the Agreements. See the Boggy Creek Agreement at
”
paras. 8 and 13, attached hereto as Exhibit “I-A, the Humans Agreement at paras.
”
8 and 14, attached hereto as Exhibit “I-B, and Patient Agreement at paras. 8 and
14, attached hereto as Exhibit ”I-C ”; see also, the January Letter attached hereto as
”
Exhibit “I-D.
success over the next few weeks by providing an opportunity to cure. See the January
”
Letter attached hereto as Exhibit “I -D. Therefore, on February 25, 2013, ORIGIN
sent Defendant the Termination Letter, giving legal notice of the termination 0f the
—
12. “When the Agreements terminated, all rights to the Movies reverted
”
back to ORIGIN. See the Agreements attached hereto as Exhibits ”I -A through
”
Exhibit “I-C, respectively.
itself out as the distributor for the Movies and claim higher sales 0f the Movies than
were ever reported to ORIGIN. See the Media Advertisements attached hereto as
”
Exhibit “I-G.
15. “For example, 0n May 20, 2013, Defendant ordered 12,164 units
“Humans vs. Zombies,” 8,191 units of “Boggy Creek,” and 17,851 units of “Patient
”
Zero” fiom Phase 4. See the Invoice attached t0 the Appendix as Exhibit “3.
Defendant’s “Sales by Item Detail” also shows that after the termination of the
”
the Appendix as Exhibit “4. Similarly, Defendant’s Amazon Retail Analytics
shows that after the termination of the Agreements in February of 2013, Defendant
continued selling the Movies. See the Amazon Retail Analytics attached to the
”
Appendix as Exhibit “5.
—
16. ‘Though Defendant’s records clearly show Defendant was still selling
and distributing the Movies afler the termination of the Agreements, it did not remit
any money t0 ORIGIN. ORIGIN did not receive any payments from Defendant after
the termination 0f the Agreements, nor all 0f the monies it was due during the period
the Agreements were in effect. In fact, Defendant admitted that it owes ORIGIN
money based upon the Agreements. See the Demand Letter attached here t0 as
”
Exhibit ”I-H.
sell the Movies directly and/or through another distributor and retains royalties fiom
such sales. Inasmuch as Defendant never stopped selling and distributing the
Movies, even after the termination of the Agreements, ORIGIN has been and is
18. “Therefore, ORIGIN has lost and continues t0 lose money from
Defendant’s breach of the Agreements by not paying Plaintiff all monies it is due
of the Agreements,
0fthe Agree ments, and red uced sales
reduced of the
sales 0f Mov ies by
the Movies by ORIGIN dueto
due to Defendant's
Defendant’s
competition.
competition.
19.
19. "“In addition, ORIGIN has
In addition, has had to
to retain
retain counsel
counsel and bring
bring this
this lawsuit
lawsuit
to try to
to try to recover its losses
recover its losses and has
has inc urred attorney's
incurred attorney’s fees
fees and costs
costs related thereto.
related thereto.
The attorney'
attorney’ss fees
fees have been
been reasonable
reasonable and
and necessary
necessary due to
to the lack of
the lack 0f
responsiveness
responsiveness of
0f Defendant to
to demand letters
letters for
for acco untings and related
accountings matters.
related matters.
See
See the
the January
January Letter
Letter and
and Te rmination Letter,
Termination Letter, attached as Exhibits
hereto as
attached hereto “I—D""
Exhibits "J-D
”
and "“I-E,
and 1-E, " respectively.“
respective ly."
SIGNED this
this Q
.t2_ day
day of June, 2018.
ofJune, 2018.
fig/éx
BRYAN FOSTEIV
by
SUBSCRIBED AND SWORN t0
BRYAN
by BRY AN FOSTER, as as manager of
of O
to before
befare me on
0n this
rigin Releasing,
Origin
this
Releasing, L.L.C.
day
L.L.C.,, for
é
8
day of June,
June, 2018,
for and on behalf of
0f
m
said
said limited liability company.
limited liability company.
,,,,11111,,,, GRETA
GRETA TORRES
TORRES
~' .3321;
t,1:"f ""•~,,.
’4’,
N.og’gNomy Publlc,
§'f::A:.:·-~\Notarv Public. State of Texas
State of Texas
\;,.:..~...:~¡ Comm. Expires 04-18-2020 Nota y Public, Slate of
,,,,..,,,
~,~~-.;;~~ Notary 10 126488291
entered into
Into and effective of May ~
effective as of _|_g_, 2011,
2011, byby and between the partles
parties listed
listed
hereln
herein on the followlng
following terms and <;onditlons
conditions.. . ‘
1. UCENSOR:
l. LICENSOR: Boggy Production, LLC,
Boggy Creek Production, LLC,
4023 Menden. hall
Mendenhall
Dallas,
Dallas, TX 75244
2.
2. DISTRI BUTOR:
DISI’RIBUTOR: Hannover' House, lnc.,
Hannover House, |nc., 1428 Chester Street,
Street, Springdale,
Springdale, AR 72764
WWW
3. TERRJTORY:
3. TERRITORY: NorthAmer~
North Ameri w
¡:;h. s)
Fun. ((S) ~
4.
4. TERM: Wyears
T~A (10} years from the
the date hereof. hereof.
5.
5. RIGHTS LICENS~D:
fro.m
from the
by
media in
Llcensor
Intellectual próperty
intellectual
In ali
all
property rights
the executfon
WWW.
LICENSED. -AH-media rlghts, rights, including
all formats,
distribution
including wit~el:lt liFMftatlefl t~~atfieel eífteffletie-
formats, DVD, Blu-Ray¡.
necessary to
rights necessary
hereof in
execution hereof in th~
Blu--Ray, Viéee
rights,
to exploit
copyrights,
exploit the Picture,
Ofl De.fflaae, pa·¡ per view,
Wdee—en—Demandrpay-pec-«vmwr
through, televisio11, eable tel~ul!lol"i 8nd p!!y tele,i!IOl"i. bistributor
sellthrough,
Licensor all distribution rights, copyrlghts, trademarks
Picture. In
In ali
Distributorls
and
all media, for
to, all
all
the event
the event the parties
parties are
are unable to to come·
come to to agreement, llcensor
Llcensor shall
shall have no
further
further obligation
obllgation to to Dlstributor
Distributor (collectively,
(collectively, the HDistrib.ution
”Distribution Rfghts'"). Te seet:1re
Rights"). :Fo-seem-e—
ORIGIN -- 12 ~ 12§
an... . . -. ... .p...... ..._,..
appl
appl e
c :
‘
holders
holders ofof the
the Produc_tion
Production Debt,
Debt, in in form and cont~nt
content that
that is
is customary
and
and in
in accor
accor .
-
e with
with industry
-
industry sté;lndards
standards and ot~erwise
otherwise acceptable to to an.d
and subject
to
to approv.al,
approval, in in wn by
by Licensor
Licensor and Distributor,
Distrlbutor, Inin its
its sale,
sole, unfettered
unfettered and
~
:
absolute
and (b)
wlthin
(b)
within a
discretion,
subject
a reason~.
to
reasonable
on
absolute discretion, on or p
and subjec:t to
or
customary
p
customary
bJe period
e to
an
an
period followlng
the
to the
-
following the
Due
dard
-
dard
the
Diligence
Diligence
r
guild
guild
Approval
ltens,
liens, in
in
Date
Date (defined below};
(defined
connectl<;>n
connection
Diligence Approval Date (and
Diligence
.
-
wlth
with
below);
which,
Which,
in any
(and In any
§
~
event prior to the lnltial Release
event prior to the Initial Release Launch Launch of
of the
the re)
'
re) :at
at the Closlng,
Closing, Distributor
Distributor
shall
shall as necessary execute
as necessary execute customary
customary and industry
industry s s ---ardard gulld
gulld ass~_ m ptlon
assumption
agreements.
agreements. Upan full execution
execution hereof,
hereof, Licensor shall not furt
Licensor shall cumber or put
- -
Upon full furt
llens on the Picture or
liens on the Picture or allowallow the
the Picture
Picture to
to be further
further encumbered or . = -
subject
6;
6. C>ELIVERY:
DELIVERY: licénsor
Lic'ensor acknowledges
acknowledges thatthat time Is Qf
time Is of the essence with respect to
Delivery
Delivery and
and the
the intention
intention ofof both
both Licensor
Licensor and Distributor
Distributor to release the Film in
in the
a).
a).
A high-definition format
A high-deffnitlon format video
video master
master {HD
(HD CAM S_ R Preferred),
SR Preferred), which video
master
master shall
shall be
be suitable
suitabie as
as a
a source
source for
for the creation óf
the creation 6f broadcast quality
quality video/DVD
masters;
masters;
b).
b). A
A reasanable
reasonable amount
amount of art elements
of art elements and digital
digital graphic
graphic still
still images
images from the
the
production
production which
which are
are of
of a
a quality
quality and quantlty
quantity that would be suitable for the
creation of
creation of advertising
advertising and
and packaging,
packaging, as
as reasonably
reasonably requested by Distributor;
Distributor; and,
e).
c). Documentation evidencilig
Documéntation evidencing Licensor's
Licensor’s authority
authority to enter into this
this Agreement,
including,
including, but
but not limited to
not lknited to customary
customary "ch,ain-of-title" documentation, music
"chain-of-title” docu mentation, music rlghts
rights
and
and guild
guild ob)igátlons.
obligations.
7.
7. DISTRIBUTION
DISTRIBUTION FEE. FEE. Distributor
Distributor shall
shall recelve
receive aa Distribution Fee of thirty
thirty percent
(30%) of
(30%) of ali Grossi~nu,¡j,eceived
all Gross even'u eceived on account of exploitation .ºf
of the exploltation of the
the
Dlstribution
Distribution Rlghts,
Rights, deduction
deduction for the recoupment by Distributor of al! of its
for the Distributor of a'll of its
party
party subdlstrlbutqr
subdlstrlbutor fees,
fees, lf
if any.
any.
8. DISTRIBUTION
8. DISTRIBU‘HON OF OF GROSS
GROSS RECEIPTS:
RECEIPTS: Gross
Gross Receipts
Receipts derlved
derived from the dl~rlbution
distribution
and
and ali
all exploitation of tfJM¡jilm
exploitation of t ilm shall
shall be
be dlvided
divided between the parties as follows
parties as follows and in in
th(:!
the foilowing
following arder:· m
order: ~~strlbutor
istributor shall
shall '.etain
retain and b~d
'
b laid its~ibutio~e
its ibutio e of
of
thirty
thirty percent
percent (30%) calculated from the f1st
(30%) calculated fist dollar
dollar of Rec'fftpis.
Re ts. (l) ~
(J) ext,
necessary costs,
necessary costs, exclusive
exclusive of
of salarles
salaries and
and overhead, less any discounts, credits,
overhead, less credits, rebates
rebates oror
f\tf ..\~
EU? om o5 L\)ub& a.)
Aka. ~.,.k o-4-l\)o,,MC2.). . @
ORIGIN
ORIGIN-- 1213
1213
'
~
3V
EXHIBIT
1-A
1 -A
Picture
Picture was
was made
made in In compliance
compliance with ali SAG
with all SAG and
and other applicable union
other applicable union rules
rulesand
and
collective
collective bargaining
bargaining agreements.
agreements;; (iv)
(iv) that Ucensor isis inin compliance
that Ucensor compllance withwith all
ali
appllc~ble creative, production, ¡:¡ctor and other agreements which
applicable creative, production, actor and other agreements which bind Licensor or bind Licensor or
the Picture; and
the Picture; and (v) that there are no other agreements or restrictions that would or
(v) that there are no other agreements or restrictions that would or
wlll
wm prevent
prevent the ·oistributor from
the'Distributor from exploiting
exploiting thethe Distributions Rights inInthe
Distrlbutions Rights the manner
manner
for fn
provided for
provided In this
this Agreement
Agreement and otherwise in
and otherwise in accordance
accordance with
withcustomary
customarypractice
pra<;tice
and industry standards.
and industry standards.
(b) Distrlbutor
(b) Distributor warrants
warrants and and represents
represents toto licensor.
licensor: (1) Distributorand
(1) Distributor and its
itssignatory
signatory
ha~ full and complete authorlty, power and consent to execute,
has full and complete authority, power and consent to execute, deliver, enter intodeliver, enter into
and
and perform
perform under
under this
thls agreement, without the
agreement, without the necessity
necesslty for for giving
glvlng further
further or or
additional
additional notice to any
notice tQ any party
party or for seeking
or for seeklng oror obtaining
obtainlng any any further
further ororadditionat
additlonal
consents or approvals, all of which have been attained. (2)
consents or approvals, all of which have been attained. (2) By entering into By entering lnto and
and
agreelng
agreeing to to perform
perform under
under thi~ Agreement, Distributor
this Agreement, Dlstributor isis not
not in
in violation
violationofofandandwill
will
rernal11
remain in in compliance
compliance withwith Any agreements by
Any agreements by which
which Distributor
Distributor isisbound,
bound, including
including
those
those running
running in favor of
in favor banks, lendérs
of banks, lenders or
or p~rties
parties making
making advances
advances with
with re~ard
regard to to
this Agreement or
this Agreement or dístribution
distribution o( the film.
of the film.
11.
11. IND~MNrr(: Licensor will
INDEMNITY: licensor will and
and does hereby agree
does hereby agree toto lndemnify,
lndemnify, defend,
defend,andandhold
hold
Distrlbutor
Distributor harrnless
harmless fromfrom and with regard
and with regard to to any
any and
and allal! third
thlrd party
party claims,
claims,
llabilities,
liabilities, demands,
demands, settlements
settlements and sunssuits arising out of
arislng out of or
or relating
relating to
to the
thebreach
breachby by
Licensor of
Ucensor of its
its obligat.ions, warranties
obligations, and representations
warranties and representatlons underunder this
thls Agreement.
Agreement.
Distributor will
Distributor will and
and does
does hereby agree to
hereby agree to indemnify,
indemnlfy, defend
defend and and hold Obstrib1:1tor
hold Diamante;
Licensor harmless from and with regard to any
Licensor harmless from and with regard to and all third party claims, liabilities,
any and all third party claims, llabllities,
demands,
demands, settleme.
settlementsnts and suits
suits arising qut of
arising out of or
ór relating
relating to
to the
the breach
breachby Distributor
byDistributor
of
of its
its obligatlons,
obligations, warranties
warranties and representations
representations under
under this
this Agreement
Agreement and/or
and/orinin
connection with the marketing, advertislng, distribution or other eproitation
connection wlth the marketing, advertising, distribution or other exploitationof ofthe
the
Picture.
Picture.
(a). Jn
(a). In addltion
addition to the above; Distrlbutor agrees
above, Distributor agrees to:
to:
(i)
(i) Accord
Accord Licehsor's
Licensor’s customary
customary credlt and logo
credit and in advertising.
logo in advertlsing.
(ii)
(ii) Honorthird
Honor third party
party credlt
credit obligations
obligations in advertising (Llcensor
ín advertising (Licensorto
to provide
providestatement
statement
of
ofrequirements};
requirements);
Leave intact all credits on the Picture as delivered (subject to Dlstributor’s right
intact all
(iii)
(iii)
Leave credits on the Picture as delivered (subject to Distributor's right
to add credits
to add credits as specified
as specified in Para. 6
in Para. hereof).
6 hereof).
10).
10). Notice and Opportunity
Notice and Opportunity to
to Cure and Survival
Cure and Survival of Certain Terms
of Certain after
Terms afte'r
Termination. Except
Termlnatfon. Except wlth regard to
with regard any performance
to any far which
performance for which itlt lsIs specified
specifiedthat
that
time is of the essence, the breaching party shall not be considered to be in breach or
time is of the essence, the breaching party shall not be considered to be in breach or
defauit unless
default and until
unless and until the non-breaching party provides the breaching party with
the non-breaching party provides the breaching party with
ORIGIN - 1215
ORIGIN - 1215 ~
fi
vvrítten
written notlce
notice specifying the nature
specifying the nature and extent
extent of
of the
the breaches
breaches and the breaching
breaching
pa,W
party fails
fails to cure the
the breach~s within ten
breaches within ten (10)
(10) days
days after
after receipt
receipt of such notite.
notice. In
In
12.
12. GENERAL PROVISIONS: In In the
the event of of a ·dispute
dispute or or lawsuit
lawsuit arislng
arising out
out of
of or
or
refatlng to this Agreeme.nt,
relating to this Agreement, the the prevalling party sh.all
prevailing party shall be entitled
entitled to recover its
to recover its cos~s and
costs and
expenses of of sult, including reasonable
suit, incfuding reasonable outslde attorneys' and experts'
outside attorneys' experts’ fees
fees and actuaf
actual
of pocket costs
out of costs and this this Agreement shall gdverned by
shall be go~erned Atkansas law and exclusive
by Arkansas exclusive
jurlsdlctíon
jurisdiction and ven venue ue Is
ls submltted
submitted to to by
by the
the parties
parties and shall
shall be in
in Washington County,
County,
Arkansas. This
Arkansas. This Agr~ement,
Agreement, any any Exhibits
Exhibits attached hereto,
hereto, and any written
written amendment~
amendments
signed by
signed parties which may be added shall
by both parties shall constitute
constitute the entlre
entire agreement
between the partles parties and,and, except
except as. as expressly
expressly provided hereln,
provided herein, no other
other statement,
statement,
promise, wairanty
promlse, warranty or or rep"resentatio1_1,
representation, whether written written or or verbal
verbal has relied u
has been relied pon by
upon by
partles. The terms and provisions
the parties. provisions of of this
this Agreement shalf shall be severable
severable and,
and, inin the
the
event any partpart or all all of any_
any_ term or or provision
provision is is determined to be unenforceable,
unenforceable, the the
remainder shaflshall be glven
given and remain in full force
in full force and effect.
effect. This Agreement may be
Agr~ement.
Agreement. NoticesNotices shallshall bebe by
by First Class us·
First Class US Mail,
Mall, postage prepaid to either party at
either party at
the
the address set forth heréln,
set forth herein, above, whích address
above, which may be changed by
address i'rray by any
any party
party byby
notice as
notice as provided for herein.
herein. Thls This Agreement may not be asslgned assigned except in writlng
provided for
and approved by ali all parties.
parties. ~ °Z
2 .o
fl
'0 e>
3
in writing
13.
13. AUDIT: Llcensor
Licensor shall
shall have the
the right
right to
to audit
audit ali of Dls
all qf Dis •. utor's
utor's books and records
records
relatlng to sales,
relating to sales, collections
collections and expenses for for the title UP.
the title up twice
twice per year,
year, at
at licensor's
Licensor’s
exp~nse.
expense. In In the
the event thatthat the resu.lts of
the results of such audit rr
such audit Iaa shortfall
lshortfall inin payments due to to
Licensor
Licensor ofof more than three one-half percent (.\.916),
three and one-half 3‘96), Distributor
Distributor shall
shall bear the
the costs
costs
pf
of the audit up to
the audit to two thousand dollarsdollars ($2,000). Licensor shall inform Distributor
($2,000). Ucensor shall Distributor inin
writlng
writing ofof its
its lntention
intention to to audlt with not
audit with not less
less than five
five (5)
(5) business
business days
days notice
notice prior
prior to
to
comm~ncemerit of
commencement of the audlt.
audit. The audit shall be conducted duting
audit shall during customary business
business
hours
hours at the principal
at the location of
principal location of Distrlbutor's
Distributor’s business
business in in Springdale,
Springdale, Arkansas.
Arkansas. Any Any
shortfall
shortfall disclqsed
disclosed by by the audit
audit shall
shall be paid
paid toto Licensor
Licensor within fifteen (15)
within fifteen (15) days
days of
of n·otice
notice
of such amount. In
of such In addltion,
addition, Dlstrlbutor
Distributor agrees
agrees to
to ·1ssue to
Issue to iicensor detailed statements
"censor detailed statements
on a a monthly basis for the first
basis for slx months following
first slx following the initial
initial release
release launch and on a a
quarterly
quarterly basis
basis thereafter, containing ali
thereafter, containing pertinent informatlon
all pertinent Information related
related to to sales,
sales,
collections, expenses and payment;s.
collections, payments.
ORIGIN-- 1216
ORIGIN 1216§ o
• ' 1 •
charge.
charge.
Approved
Dated:
Dated: sf ,J,,
#4611!
t ~r~~~•g'-LL
Q mt. LLL
,~"~ 0 "c-\o.v-
Lic
Mung“
r
WW
b3
Kraut. Kuhn
~\\"'
M.. ,u•.~t·
Dated:
Dated: - - - - -
Distributor
Distributor
ORIGIN -- 1217
1217
EXHIBIT
1-B
1 -B
MEMORANDUM OF
OF AGREEMENT
AGREEMENT
DISTRJBUTJON RIGHTS
DISTRIBUTION RIGHTS
HUMANS
HUMANS VERSUS ZQMBIES
VERSUS ZOMBIES
Thls Memorandum of
ThisMemorandum of Agreement
Agreement {Agre~ment) for the
(Agreement) for the distribution
distril,)ution rights alimedialin
rights ininall media.In
the
theterrltory
territory for
for the
the film· Humans Venus
film Humans Zombies (the
Versus Zombies (the Film
FIim or
orthe
the Picture)
Picture)isisentered
enter~d
lnto and effective as of January __, 2012, by ahd between the parties listed
Into and effective as of January___, 2012, by and between the parties listed herein hereinon
on
the following tetms
thefollowing terms and
and conditions.
conditions.
.
l.1. LICENSOR:
ucsuson:
g .,,,,.J,..,.., LLC,
¡J.,,,._ ‘
LLC,
2.2. DISTRIBUTQR:
DISTRIBUTOR: Hannover
Hannover Ho\,Jse,
House, lnc., 142%r
lnc., 1 4 2 ~ rStreet,
Street,Sprlngdale,
Springdale,AR
AR72764
72764
3.3. TERRITORY:
TERRITORY: Wor1~wid~
Woddwéde- k
ak Qmm
®
~'len"' "'18) years
Cw: ~ ~ 5'
N•...\h °'-~J<-'
4.4. TERM:
TERM: Ien 1&6) ye'ars from the date
from the date hereof.
hereof.
s.5. RIGHTS
RIGHTS UCENSED:
LICENSED: Ali
All media rights,
rights, including wlthout limitation
including without limltatlontheatrical cinematlc
theatricalcinematic
rights,
rights, home
home media
media In ali formats,
In all formats, DVD,DVD, Blu-Ray,
BIu-Ray, Video
Video on
on Demand,
Demand, pay perview,
pay per vlew,
Rental
Rental and sell through,
and sel! television, cable
through, televlslon, televlslon and
cable television and pay
pay television. Dlstributorisis
televislon . Distributor
licenséd by
ficensed Licensor ali
by Llcensor all distribution copyrlghts, ttademarks and
rights, copyrights,
distribution rights, trademarks and allall other
other
lntellectual property rights
Intellectual property rights necessary
necessary toto exploit
explolt the
the Picture,
Plcture, inin all
ali media, far theterm
media,forthe term
from the
from the executlon
execution hereof
hereof in the territory,
in the territory, including,
including, but but not not limited
limited to, to, all
ali
customary
customary and industry
and Industry standard distrib.u tlon rights necessary
distribution rights necessary for the
for the release,
release,
promotion, advertlsing,
promotion, advertising, exhibltion
exhibition a'nd other exploitation
a·nd other exploitatlon of of the Film, including,
the Film, including¡
merchandising and
merchandisil')g and ali other é'.mcillary
all other rights relating
ancillary rights relating toto or aris!ng out
or arising out of ofthe Film.
the Film.
Dístributor shall have
Distributor shall right of first
have aa right first negotiation
negotiation for for North
North America
Amerlca with wlth regard
regardto to
any
any seque!,
sequel, prequel,.
prequelh series
serles oror stage, literary or
stage, literary or other
other adaptation
adaptation of ofthe
the Film,
Film,which
which
shall be subject to good faith negotiation and which at a minimum
shall be subj~ct to good faith negotlation and whlch at a mlnimum shall have asixty shall have a slxty
(60) day
(60) window to
day window to negotiate
negotiate in In good faith
falth regarding
regarding said
said rights,
rights, after
afte.r which
whichtimetimeInIn
the
the event
event the
the partles
parties ar~are un~ble
unable toto come
come to to agreement,
agreement, Licensor
Llcensor shallshall have
have nono
further obligation to Distributor (collectlvely, the "Distrfbutlon Rights'1.
further obligation to Distributor (collectively, the ”Distribution Righm”).
DELIVERY: Ucensor
6.6. DELIVERY: Llcensor acknowledges that time
acknowledges that is of
time is of the
the essence wlth respect
essence with respect toto
Delivery and the
Delivery and the intention of both
intention of Licensor and
both Llcensor D1stributorto
and Distributor releasethe
to release theFilm
FilmInInthe
the
home
home video market in May,
video market in 2012.
May, 2012. Accordingly, Licensor shall use
Accordingly, Licensor shall use reasonable
reasonablegoodgood
faith efforts
faith to affect
efforts to affect Final
Final Delivery of the
Delivery of Plcture to
the Picture Licensor on
to Licensor on or
or before
beforeJuly 15,
July15,
2012.
2012. Delivery shall consist of
Delivery shall consist of the
the following materlals and
followlng materials and documents:
documents:
a).
a).
AA hlgh-deflnltion
hlgh-deflnition format
format video
video master (HD CAM
master (HD CAM SR Preferred), which
SR Preferred), which video
video
master shall be suitable as a source for the creation of broadcast quality video/DVD
master shall be suitable as a source for the creation of broadcast quality video/DVD
masters;
masters;
ORIGIN - 120@
ORIGIN - 120~
b).
b). reasonable amount of
A reasonable of art digital graphic still
art elements and digital still ima.
ges from the
images the
production whlch are
productlon which are of
of a qualfty and quantity
a quality quantity that would be suitable fot the
suitable for the
creatlon
creation of advertlslng and
of advertising and packaglng,
packaging, as
as reasonably
reasonably requested byby Distributor;
Distributor; and,
and,
e).
c). Docr,.m,entation evldenclng
Documentation Lic'ensor’s authority
evidencing Liéensor's authority to
to enter intQ
into thfs Agreernent,
this Agreement,
11
lncluding,
including, b1,1t
but not
not llmited to customary
limited to customary "chain-of-tltle
“chain-of—title” docutnentatlon, muslc rights
documentation, music rights
and guild
and guild obligations.
obligations.
7.
7. OISTRlBUTION
DISTRIBUTION FEE.
FEE. Distributor
Distributor shall recelve aa Distribution
shall receive Fee of twentv
Distributlon Fee twenty five percent
(25%} of
(25%) of all
all Gross
Gross Revenues received on account of
Revenues received of the exploitation
exploitation of the
of the
Dlstrlbution Rights,
Distribution beforé deduction
Rights, before' for tl:le
deductibn for .recoupment
recoupment by
the Distributor of ail
by Distributor all of
of lts
its
party subdistributor
party subdistributor fees, if any.
fees, if any.
8.
8. DISTRIBUTION RECEIPTS: Gross
DISTRIBUTION OF GROSS RECEIPTS: Gross Receipts derived from the distributlon
Receipts derlved distribution
and ali exploitation
and all exploitation of
of the
the Film·shall
Film‘shall be dlvlded
divided between the parties follows and in
parties as follows in
the
the following order: (1)
following order: (1) Distrlbutor
Distributor shall
shall reta1n
retain and be paid
paid lts
its distribution
distribution fee
fee of
of
twenty
twenty ffive
ive percent
percent (25%) calculated from the fist
(25%) calculated dollar of gross Réceipts.
fist dollar (2) Next,
Receipts. (2) Next,
Oistributor shall retain
Distributor shall retain and be paid
paid recoupment of ali
all of
'of its
its actual direct!
direct, third
third party
party
out
out of
of pocket
pocket costs and expense~
costs and expenses incurred
incurred in
in the distribution, marketing, advertising,
the distribution, advertlsing,
promotlcm, manufa~uring and fulfillment
promotion, manufacturing of the
fulfillment of film. (3)
the film. (3) The balance shall
shall be pald
paid
to Ucensor.
to Licensor.
9. CONTINGENCI~
9. CONTINGENCIES ANO AND CO~DITIONS:
CONDITIONS: Upon execution by by the parties
parties or their
their
respective representatives (or
respective representafiVes (or mutual email
email contirmations},
confirmations), this
this Agreement sball
shall be
a
a binding enforceable Agreement between the parties.
binding and enforceable However, t>istributor's
parties. However, Distr'ibutor’s
.obligation
obligation to ptoceed wlth
to proceed with this tratisaction shall
this transaction shall be subject to the following
following
contlngencies and conditions,
contingencies condltfons, any of which may be waived, in
any of writing, by Distributor:
in Writing, Distributor:
(a).
(a). Withln
Within tenten {10)
(10) business days after
business days after the execution of this this Agreement, Llcensor
Licensor
shall
shall make delivery
delivery toto Distributor (the "Due Diligence
Distributor (the DfUgence Information”):
lnformation'l!}: (i)(i) documents
whlch
which evidence
evidence what is is customarily called "chain
customarily called “chain of of tltle,''
title,” in film industry,
in the film industry, i.. e.,
i.e.,
other
other clearances
clearances with regard to
wlth regard to the Picture; (ili)
the Plcture; (iii) documents shoWihg
showing that that the
the
productlon servfc.
production es company for
servfces the Picture
for the Picture is
is a
a SAG signatory
signat'ow and that that the
the Picture
Picture
wás
was made in compliance with ali
in all SAG and other
other applicable uriion
applicable union rules
rules and collective
collective
bargaining agreements; (iv)
bargaining agreements; (iv) documents incfü::ating
indicating that Liéensor is
that Licensor not in
is not in breach
breach oror
ORIGIN
ORIGIN ~ 8 @8
def9uft
default under
under and in compliance
and in compliance with (and able
with (and able to comply with
to comply with and perf9rm under)
and perform under)
all applicable creative, production, actor and other agreements which bind Ucensor
all applicable creative, production, actor and other agreements which bind Licensor
or the Picture;
or the Picture;
(b)
(b)‘ Distributor's
Distributors approvat, in writing,
approval, in of its
writlng, of its reasonable
reasonable discretion ofIts
dfscretion of lts
due
due difigence Investigations, within
diligence investlgations, within 20 after delivery
days after
20 days delivery ofof such
such Due Dlligence
Oue Dlligence
Information (the
·lnform~tion (the "Due
”Due Dilfgence Approval Date”).
Diligence Approval Date"). Failure
Failure to
to send
send such
such written
written
approval shaff constitute acceptance of the Due Diligence
approval shall constitute acceptance of the Due Diligence Information and lnformation and
satisfaction of
s~tr~factJon these condltlons.
of these conditions.
(b)
(b) Distrlbutor warrants and represents to
Distributor warrants to “censor: (1) Distributor
Ucensor: (1) and its
Distributor and itssignatory
signatory
has full and complete authority, power a!'ld consent to execute, déliver, enter into
has full and complete authority, power and consent to execute, deliver, enter lnto
and
and perform
perform under
under this
this agreement, without the necessity
withoc,Jt the necessity for for giving further or
giving further or
additional notíce to
addltionat notice any party or for seeklng -or obtaining any
to any or for seeking‘or obtaining any further or additional
further or additional
éonsents
consents or or approvats,
approvals, aflall of
of which have been
whlch have been attained.
attained. (2) By entering
(2) By enterfng into and
into and
agreeing
agreeing toto perform
perform under
under this Agreement~ Distributor
this Agreement, Dlstributor isis not
not in
in violation
víolation of
of and will
andwill
remain in-compliance wlth
remain in compliance with Any agreements by which Oistributor is bound, including
agreements by which Distributor is bound, including
those
those running
running In favor of
In favor of banks, lenders
lenders oror parties making advances
parties making advances with
with regard
regard toto
this Agreement
this Agreement or distributlon of the film.
or distribution of the film.
11.!NDEMNITY: Llcensor
11.INDEMNITY: Llcensor wlll and does
will and does hereby
hereby agree to indemnify,
agree to lndemnify, defend,
defend, and hold
and hold
any and
W
Dlstrlbutor
Distributor harmless from and
harmIess from and with
with regard
regard to to any and all third party
alt third claims,
party claims,
liabilities, demands, settlements and
liablllties, demands, settlements ánd suits arfslng out of or reiatlng to the breach
suits arising out of or relating to the breachby by
Llcensor of lts obllgations1 warrantles and representations under thls Agreement.
Licensor of its obligations, warranties and representations under thls Agreement.
Distributor will
Olstributor and does
will and does hereby agree to
hereby agree to indemnify, defend an'd
indemnify, defend and hold
hold Distriel-Jtor
Licensor harmless from and with regard
Licensor harmless frorn and with regard to any to and
any and all thlrd party
all third party claims, liabilities,
claims, liabilities,
demands, settlements and suits arising out of or relatlng to the
demands, settlements and sults arlsing out of or relating to the ·breach by Distributor
breach by Distributor
ORIGIN -
ORIGIN -1209
120~
g
similar allowances, actually
slmilar allowances, actually pafd by Dfstributor
paid by for exploitlng
Distributor for Licensed Right
exploiting each Ucensed Right in
in arms-
arms-
length transactlons with
length transactions third partles,
with third parties, ali of which
all of which will
will be advanced by
by Dlstributor
Distributor and
and
recouped under this Agreement. {3)
this Agreement. Th·e balance shall
(3) The shall be páid
paid to
to Licensor.
Licensor.
9. CONTINGENCIES AND
ANO CONDITIONS: Upon exe~utíon by the
execution by the parties
parties or
or their
their
respective
respective representatives (or mutual emall
representatives (or email confirmatlons),
confirmations), thls shall be
this Agreement shall be
a binding
a binding and énforceable
a_nd enforceabte Agreemerit
Agreement between the th~ parties.
parties. However, Dlstributor's
Distributor’s
obligation to proceed wit~
obligation to with thís transaction shall
this transaction shall be subject to the
subject to the following
following
contingencies and conditions,
contlngencies conditions, any
any of which may be
of which be waived, writing, by
in writlng,
waived, in by Dlstributor:
Distributor:
(a).
(a). Within ten
ten (10)
(10) business
business days
days after the execution
after the execution of this Agreement,
of this Agreement, Licensor
Licensor
shall
shall make delivery
delivery to Dlstributor
Distributor (the
(the "Due Dillgence tnformatlon"): (i)
Diligence Information”): (i) documents
documents
which evidence
evidence what is is custqmarily called ''chaln
customarily called "chain of title," in
of title," in the
the film
film industry,
industry, i.e.,
I.e.,
(~)
(b) Distributor's approval, in
Distributofs approval, wrltiog, of
In writing, Its réasonable
of its discretion of
re'asonable discretion of its
its
diligence investlgations,
due diligence within 20 days
investigations, within after dellvery
days after delivery of
of such
such Due Di(igence
Diligence
lnformatioo
Information (the
(the "Due Date”). Failure
Diligence Approval Date").
“Due Diligence Failure to send such
such wrltten
written
approval shall constitute
approval shall acceptance of
constitute acceptance the Oue
of the Due Dlligence
Diligence lnformatlon
Informatlon and
and
satisfaction off these
satisfaction ·o condltions.
these condItions.
10.
10. WARRANTIES AND ANO REPRESENTATIONS: (a) (a) licensor warrants and represents
Licensor warrants represents to
to
Distributor as
Djstributor as follows:
follows: (i) that it
(i) that has ful!,
it has full, complete and c/ear
clear title
title to
to the
the Picture,
Picture, free
free
clear of
and clear of any liens, mortgages of
any liens, copyrights or
of copyrlghts or other encumbrances and and that
that it
it
that
that the
the pr~duction
prqduction servlces
services company
company for the Picture
for the Picture is
is a signatory and the
a SAG signatory the
ORIGIN -- 1214
1214 ~
6
members of of ali
all partles. Time is
parties. Time is of
of the essence reading
the essence reading all
all terms and conditions
conditions of
of
this Agreement. Notices shall be by First
this Agreement. Notices shall be by First Class Class US Mail, postage
Mail, postage prepaid
prepaid to either
to either
party at
party at the address set
the address set forth
forth hereln, above, whlch address may be changed by
herein, above, by any
any
party by
party by notfce
notice asas provided
provided for
for h.ereln.
herein. This
This Agreement may not be assigned
assigned except
except
ln
in writing
writing and approved by by ali
all parties.
parties.
14.
14. AUDIT: Licensor shall
AUDIT: Licensor shall have the right
have the right to audit aH
to audít all of
of Dlstributor's books and records
Dlstributor’s books records
relating to sales,
relating to sales, collections
coliec’tlons and expenses for the title
and expenses for the title up to
to twice
twice per year,
year, at
at
Licensor's expense. In
Licensor’s expense. In the event that
the event that the results of
the results of suth
such al)dlt revel a
audit r~vel shortfall in
a shortfall in
payments
payments due to licensor
due to Licensor ofof more than than two anpand percent (2.0%), Dlstributor
percent (2.0%), Distributor shall
shall
conducted during
<;onduct~d during c.customary business hours at
u.stomary business the principal location of.Dístributór's
at the principal location of Distributor‘s
business
business ín
in Springdale;
Springdale, Arkansas.
Arkansas. Any
Any shortfall
shortfall disclosed
disclosed by shall be paid to
by the audit shall
Ucensor
Llcensor withln
within fifteen
fifteen (15)
(15) days
days of of notlce
notice of
of such amount. In In additiol"!,
addition, Distributor
Distributor
agrees to issue to licensor cf
agrees to issue to licensor detailed etailed statements
statements on a
a monthly basis
basis for the flrst
first six
six
15.
15. COPIES.
COPIES. Dlstributor shall prov,ide
Distributor shall provide Ucensor with thirty
Licensor with thirty (30)
(30) copies of the DVD free
ofthe free of
of
charge.
charge.
Approved
3 LLL
Dated. 96
7m Lice or
v; b1,
I
300‘ fih \u w?a—W
Oated;
Dated: - - - - - -
Olstributor
Distributor
ORIGIN -— 1211
1211
EXHIBIT
1-C
1 -C
MEMORANDUM OF AGREEMENT
NORTH AMERICAN DISTRIBUTI.
QN RIGHTS.
DISTRIBUTION RIGHTS
PATIENT ZERO
This
This M~mQrandum
Memorandum of of Agreement
Agreement (Agreement)
(Agreement) for the distrlbutlon
for the distribution rlghts
rights In
In all
aII media fn
media in
th~ ory for
the terrlt_
territory for the film PATIENT
the film ZERO (the
PATIENTZERO (the Film or the
Film ~r the Plcture}. entered loto
Picture) Is entered
Is arid
into and
eff~ctiv~.as of Februar¡.
effective as of February 2 2, 2012',
22, io12', by
by and betwee11
between the parties listed
the patties herein on the
listed herein the
fofiowfng term~
following terms and condltlons.
and conditions.
1~ UCE~SOR:
1L LICENSOR: Patlent Zero Productions,
Patient Zero Productfons, LLC
LLC
2. DISTRIBUTOR:
2. DISTRIBUTOR: H~mn.
Qver House,
Hannover J-fouse, lnc.,
|'nc., 1428 Che.
ster Street;
Chester Street; ·'Sprlngdale,
sprlngda.1~, AR ?2764
72764
3. TERRITORY:
3. N.orth America,
North Amerlca, Including
lncludlng the
the Unfted States, Canada and their
United States, their
respective p‘o‘sseSsions, lncluding
twfles and póssesslc;,ns,
respective te~tles including rriilitary bases.
military bases.
f\~t
five ('i)('5') ~ _
4. TERM:
4. J,fHt ,(10)
Ian (10) rs from
years
yea the date
from the her.eof.
date hereof.
5. RIGHT$ UCENSED:
5. RIGHTS UCEN$ED: AllAli media rlghts,
rights, lndudlng_
Including without limitation theatrical
without llmltatlon cinematlc
theatrical cinematic
rights, home -media
rights, .home media ·1n all
’in
formats, OVO,
all formats, DVD, Bh,1-Ray,
Blu-Ray, Video on .D emand, .p~y
Demand, per vfew,
pay per view,
Rental and sell
Renta! televlsion, cable
through, television,
sell through, television and pay
cable television and pay televls!on.
television. Distributor
Distributor ls Is
llcens~d
llcensed byby llcensor
Llcensor all
all dlstrlbutlon rights, copyrlghts;
distribution rights, tra~emarks and all
copyrights, trademarks all -o ther
other
intellectual property
intellectual property rlghts
rights necessary
necessary to expíoit the
to exploit the Picture,
Picture, in all media,
in all media, for the te1T11
for the ten'n
from
from the the executlon
execution hereQf
hereof In In the lncludlng, but
territory, including,
the territory, but notnot llmlted
limited to, all
to, all
.customary
cu~tom:ary ¡:¡nd and industry
industry stand~rq di~tribution rights
standard distribution rights necessary
ne.cessary forfor the
the release,
release,
prqrnot(on, advertising,
promotion, advertislng, exhibitlon
exhibition and other ~h:>itation of
other exploitation the. Film,
of the Film, including,
including,
merchandising and all
merchandising other ·ancillary
all other ancillary rlghts
rights ·refatlng
relating to to or .arisln~ out of
arising out of the
the Fllm.
Film.
Distrlb.utor
Distributor shall rlght of first
shall have a right first negotlatloo
negotiation for for Notth Am~rka with re~~1rd to
North America reg‘a‘rd ~to
any
any sequel, prequel, series
Sequel, prequel, or stage,
series or stage, literary other adaptation
or other
literary or adaptation of of the Film, which
the FIim, which
shall be
shall subject to
be subJect to good
good falth negotlation and .whlch
faith negotiation whlch atat aa minlmum
minimum shalt
shall have
have a a slxty
sixty
(60)
(60) .d‘a‘y-
d·a y window to negotiate In
to negotiate in good. faith regarding
good faith said rights,
regarding said rights, after which time
after which time iníi'l
the event
event the the parties
partles ·are
are unable
unable to come to
to ·come to agreement, Llcensor shalt
agreement, ·~lc:ensor have no
shall have no
further obUgatiori
further obligation toto Distributor. (collectlvely, the
Distributor (collectively, the "Dlstribl!tlol}
"Distribution R1ghU-).
Rights”).
6.
6. DELIVERY: Llcensor acknowledges
DELIVERY: Llcensor acknowledges thatthat time
time Is of the
Is of essence v.,lth
the essence with respe,ct
respect to to
Defivery
Delivery and the
the intention of both U
intention ofbofll censor ~nd
Licensor Distributor to
and OistrJbutor to relea file Film
se ~e
release n the
Film ·¡in the
home video market in 2012. Accordingly,
in May, 2012. Accordlngly, Llcensor shall use
Ueerisor shall use reasonable
reasonable good
good
faith efforts
fafth to affect
efforts to Final Delivery
affect Final of the
Dellvery of Picture to
the Picture to Ucensor on or
Licensor on before June 'l,
or before June 1,
Delivery shall
2012. Delivery consist of
shall consist the following
of the materials .and
following materials an4 ~m~um~nts:
documents:
a).
a). A hlgh-definition format video
hlgh-definition format master (HD
video master (HD CAM SR Preferred),
Preferred), which
which video
video
master shafl suitable as
shafl be suitable as a source for
a source creatlon of
for the creation of broadcast qu·antv vldea/DVD
broadcast quality video/DVD
masters;
masters;
~
ORIGIN -- 1197
b).
b). h. reasonable amount of
A reasonable of art
art elements dfg_ltal graphlc
elements and digital still Images
graphic still itnages from
from the
the
productJon whlch are of
production of a q!,Jality and q~~_
quaIity an~ ntity that
quantity that wC>uld be suitable
would be suitabfe for the
for the
creatlon
creation of
of advertislng packaglng, as
advertising and packaglng, as reélsonably
reasonably requested
requested by Dlstrlbufor; and,
by Distributor,- and,
e).
c). -Documentation
Documentation evfdenclng
evidencing .Licensor's authority to
.Licensor’s authortty to enter
enter ·fnto this Agre~ment,
Into thls Agreement,
ínciudlng, but not
including, but fimlted to
not limited customary ªchaln-of-tltlé
to customary documentation, music rights
”chaln-of—title” documentatlon, muslc rights
and gulld
guild obligations~
obligations.
7.
7. D15TRl8UTI0ti FEE. D!stributor
DISTRIBUTioN FEE.. shalf recelve
Distributor shall Disulbution Fee of
receive a Dlstrlbution of twenty five percent
twenty fl've percent
(25%). of ali
(25%) of Gross Revenues
all Gross Revenues received
received on
on account
account ofof the
the e-xploitation
exploitation ofof the
the
Dlstrlbution
Distribution Rlghts,.
Rights, before
before deduction for the
deduction for recoupment by
the recoupment by Olstrlbutor of ali
Distributor of of lts
all of Its
Distribution Costs
Distribution Costs and Expenses.
Expeo~s. Toe Dis.tr"í~crtion Fee
The Distribution Fee shall Inclusive .of
be loclu~ive
shall be third
of third
party subdistrjbutor
party fees, if
subdistrlbutor fees, if any.
any.
8. DiSTRIBUTION
8. Gross Retelpts
DISTRIBUTION OF GROSS RECEIPTS: Gross Receipts derived from the
derived from the dlstributlon
distribution
and all
all ~xploltatlo-
exploitation of the
n of Film sh¡¡II
the Fllrri be divlded
shall be between the
divided between the parttes as follows
parties as follows and
and In
in
the folfowing (1) Distributór
order: (1}
following order: shall rétain
DistributOr shall retain and· be pald
and' i3 distributión
paid lts fee of
distributiOn fee of
twenty füte
twenty percent (25%)
fiVe percent (25%) caftulated from the
caICUlated from fist dollar
the fist dollar of gross Recef
of gross pts. (2)
Receipts. (2) Next,
Next,
Oistributor
Distributor shall
shall retaln
retain and be paid recoupment
be paid recouptnent of of all
all of
of its actual dlreCt,
its actual dlrect, thlrd party
third party
out
out of pocket cost:s
of packet costs arid
and expenses incurred in
expenses incurred in the di"stributíon, mark~tlng;
the distribution, marketing, ady~rtising,
advertising,
promotlon, manufacturlng and fuffillment
promotion, manufacturing fulfillment of the film
of the film!.. (3)
(3) The balance
balance shall
shall be pald
be pald
to Lfcensor.
to Llcensor.
9. CONTINGENCIES ANO
9. CONTINGENCIES AND CONDITIONS,
CONDITIONS: Upen by the
exec.ution by
Upon execution partí~ or
the parties or their
their
~p'ectlve
respective r-epresentatives
representatives (or
(or mutual email confüm.atJons)~
mutual emafl this Agreement
confirmations), this shaJI be
Ag,:eement shall b'e
a binding and
a b{ndlng and enforceable Agreernent between
enforceable Agreement between 1;he parties. However,
the parties. However, Distrlbutors
Distribu‘tor’s
(a).
(a). Wi,t hin ten
Within ten (10) business days
(10) business after the
days after executlon of
the execution of thls Agreement, Ucensor
this Agreement, Llcensor
shall delivery to
shall make delivery to Dfstributor ”Due Diligence
(the NOue
Distributor (the lnformatlon"): (1)
Diligence Information”): (i) documents
documents
wh.lch evidence
which evidence wh_at Is customarllv.
what ls customarily called “chain of
called "chain tltle," In
of title,” In the
the film industry, i.e.,
fllm industry, i.e.,
Jndlcating
indicating that
that Ucensor full; complete and de~r
Licensor has full, clear -title to th~
title to the Pictijre, free an9
Picture, free and
clear
clear of
of any liens, mortmges
any liens, mortgages of of copyrights
copyrights oror other encumbrances, other
other encumbrances, other than
than asas
described abcwe,
descrlbed above, and that and has
it owns and
that it the complete
has the complete ~uthorlty an~ ali
authority and nec;:essary
all necessary
lndicatlng that
indicating currently has.
it currently
that it or, a.t
has.or, a_t the
the time
time of Final DeUv~
of Final Delivery o.f
o_f the Picture wifl
the Plcture will
have alf
all right, license, .music~
right, license, music, usage,
usage, copyright,
copyright, trademaric,
trademark, intellectval property and
Intellectual property and
other
other clearanc;es
clearances withwith regard
regard to
to the
the Picture; lf applicable,
{lit)' if
Pttture;" (iii) applicable, documents showlng
document~ showlng
that the
that pn;,duction se~ices
th‘e production services company
c'ompany for
for thé Picture
the Picture is a SAG signatory
is a signatory and that thé·
and that the
Plt;ure was made In
Picture in compliance wlth all SAG and other
with all other appllcable
applimble union rules and
union rules and
collectlve bargaining agreements;
mllective bargaining indicating that
agreements; (iv) documents indicating
(iv‘) that licensor
Licensor ls
is not
not In
In
ORIGIN --1llgg
/p
breaéh or default
breach or default under and in
under and In complfance
compliance wfth
with (and
(and able
able to
to -comply with and
comply wfth and
unp~r)
perform under) ali appllcab,"Je
all creative, productlonJ
applicable aeatlve, actor and
production, actor and other
other agreements
agreements
whkh bind Ucensor
which blnd or the Pfcture;
Llcensor or Picture;
(b)
(b) bistrlbuto(s approval,
Distributm’s approval, in writing, of
in Wrltlng, of {tS ~asonable discretion
its reasonable fts
of Its
discretion of
diligence lnvestigations,
due dillgence investigations, within days after
wlthin 20 days after delivery
delivery ofof such
such 'Otfe
Due Dillgence
Diligence
lnformation (the
Information “Due
(the "Oue· DHfgence Approval Dateª).
Diligence Apptoval Failure to
Date“). Failure send such
to send such written
written.
shall constitut~
approval shall of the
acceptance of
constitute acceptance lnformatlon and
Dlllgence information
the Due Diligence and
satlsfactlon of
satisfaction these conditlons.
of these conditions.
10.
10. WARRANTl~S
WARRANTIES AND· AND RE~E. $E.NT.ATIONS: (a}
REPRESENTATIONS: (a) Licel"!sor
Licensor warrants
warranm ;¡¡ncl
and repre~ents
represents to to
Pistrlbutor
Distributor as follows: {O.
as follows: that lt
mthat has full,.
It has full, comple~
complete and
and clear to the
tftfe to
clear title the Picture, free
Picture, free
~nd ~lear of
and clear of any lien·s, inórtgag~
liens, martgages of copyright$
copyrights or or ()ther en~gmbt~n~ an~
other encumbrances and that it
that it
oWns and has
oWn$ has the complete authority
the complete authority and ali necessary·
and all necessary consents
consents to lice·nse the
to license the
Distrl.b ution Rights
Distribution to DlstrlJ,utor,
Rights to Distributor, to
to make Fina!
Final Delfvery of the
Delivery of the Pfcture
Picture r;1nd
and toto
WW
perform in acto‘rdance Wlth
in aocqrdance this Agr~ement;
with this that lt currently
Agreement; (íi) that
(TI) currently has
it has or1
or, at tbe time
at the time
of Flnal Deflvery
of Flnal Delivery of
of the
the Plcture;
Picture, WIII have all rlght, llcense,
license, music,
will ha've' all right, usage, copyright,
music, usage, copyright,
trademark, intellectual preperty
trademark, intellectual clearances with
other clearances
property and other re_gard tó the
with regard ‘to'
Picture; {iil}
the Picture; 4)
(iil)&
tAet tt:ia ffFeel1::16ii0Et senAses ee~paA·¡ fer tt:le PietYFe Is a &M; slgRatety aAEI ehe (!7"
-PIGCwFe WB! Mef4e IA eeM~lieAee ·witA ell SA6 er,eJ other epplleeble t1r,ien t t1les1 aild
oollecth"1 bai:sratning agreeroents; {iv) (Iv) that
that Ucensor is ·in
Licensor is compliance wlth
in complíance wzth allall
appliéable creative,
applicable creative, production, actor and
productlon, actor other agreements
and other which bind
agreements whlch bind Ucensor
Licensor oror
the Picture;
the Picture; .and
and (v) that
(v) that there
there are
are no oiher
no other agreements or
or restrictlons
restrictions that wo. u ld
that would or or
will prevent the
will Distributor .from
the Dístributor exploiting the
from exploiting the Distribut1on~
Distributions Rights
Rights in the manner
En the
provlded
provided for
for In this Agreement and otherwise
In thls otherwise inIn accordance with cu~omary
accord~nce with p-ractlce
customary practice
anq inqu~ry
and industry standards.
standards.
(b}
(b) Dlstrfbu~Qr
Distributor .warrants
warrants and represents
represents to llcensor: (1)
to "censor: (1) Olstrlbutor
Distributor and its slgnatory
its signatory
ha~ f~ll
has full ané:t" ~Qmpll;!t~ authority,
and complete power and
authority, power consent to
and consent execute, deliver,
to execute, deliver, enter into
enter into
and pérform
an‘d perform under this agreement, without
this agreement, without the-
the» necesslty for giving
necessity for glving further
further or or
additional notice to
addi.tlónal notice to any
any party
party o.r
or for
for seekln~
seeking or obtalnln~ any
or obtaining further or
any further or addltlonal
additional
consents or
consents approvals, all
o'r approvals, of Whiéh
ail of which have béen attained.
have been attained. (2) By entering into
{2) By entering into and
and
agree·
l ng to
agreeing to perform under this
thls Agreement,
Agreement, Dfstributor Is not
Distributor is not In vlolatlon of
In violation and wlll
of and will
remidn
remain in wit:h Any agreements
In compliance with by which
agreements by which Distributor is boun<;f,
Distributor is bound, includlng
including
those. running in
those running In favor of banks,
favor of fenders or
banks, lenders or partles making advances
parties making advances with regard to
with regard to
this Agreement or
this or dlstributlon
distribution of
of the
the fllm.
film.
11.INDEMNITY: Llcensor
11.!NDEMNITY: will and does hereby
Ucensor will agree to
hereby agree to lndemnify, defend,. .and
lndemnify, defend, and .hold
hold
t'o any and
Distributor
Distributor harmless wlth regard
harmless from and with regard to any and áU party cialms,
thlrd party
all third clalms,
liabilities, suits arisíng
liabilities, demands, settlements and suits out of
arising out or relating
of or relatlng to breach by
the breach
to the by
Ucensor
Licensor of
of lts
Its obfigatlons, and representations
warrantles and
obligations, warranties representations under
under this Agreement.
this Agreement.
Dístributor w:u1 and does ·herebY
Distributor will hereby agree
agree to defénd and
indémnify, defend
U0 indemnify, hold Distfibute;
and hold E>istributor
Ucensor harmless from and with
harmless from regard to
with regard to -any and all
any and third party
afl third party claims.,
claims, llabilltles,
liabilities,
ORIGIN -
- 1~ lg
of its
of Its obligatfonst and representatfons
warrantles ·and
obligations, warranties representations under thfs. Agreement
under this and/or in
Agreement ~and/or In
connect.
connectionlon wftfl the marketing,
with the rnarketin;g, advertising,
advertising, dlsinbutiºn or 9ther
distribution or exploitation of
other exploitation the
of the
Pict\ire.
Picture.
{a).
(a). lo addition to
In addltion tt,e.~bove, Distributor
to the-‘above, agrees to:.
Distributor agree,s to:
{í)
(l) Accord Ucen.so(s customary
Accord Utensm’s custpmal'y credlt
credit and logo in
and logo advertlsing,
in advertising,
(il)
(H) Honor third party credlt
thlrd party credit obllgatlo.ns In advertislng
obligatlons In advemsing (Licensor to provlde
(Licensor to statement
provide statement
of requirements);
of requirements);
(iil)
(iii) Leave lntact
Leave intact all
all credlts
credits on 'the Plcture as
'the Picture as delfvered (subject to
delivered (subject Olstrfbutor's right
to Distributors rlght
'to cr~dlts as specified
to add credits specffied ·In Para. hereof).
Para. 6 hereof).
-ln
13.
13. GENERAL PROVISIONS: In In the
the event
event ofof a
a dispute or lawsuit
dispute or lawsuit arfslng
arising out of or
out of or relatlng
relating·
to thls Agreement, the
to this the prevailing
prevatllng party
party shall
shall be
be entltled
entitled to ret-over its
to recover c<>sts and
íts· costs and
expenses of of‘ suit; reasonable outs'ide
including re~on.able
suit, including attomeys’ and eXperts.’
outside attomeys' experts~ feesfees .and
and
actual· out of pocket ·costs
actual out costs and
and this
this Agreement shallshall be governed b‘y by Arkansas
Ar~nsas l~w law
Jurisdlctlon and
exduslve Jurisdiction
and exclusive venue l.$
and venue ls submít.ted
submitted toto byby the partie.$ and
the parties and shall be in
shall be in
Wasñihgton County,
Washington County, Adensas. T'his Agreement,
Arkansas. This Agreement, al'ly 'Exhlbits attached
any'Exhibits attached he'!'éto, .and
hereto, and
any wrltten
any written amendments $1gned s'lgned by both parties
by both partl~s which
whlch maymay be added shall
be added· shall
constitute the ·entíre
entire agreement betw~en the parties
between “the part;les and, except as expressly
and, except as expressly
provided herein.,
províded herein, no other
other statement,
statement, promise, warranty or
promise, warranty ~presentation, whether
or representation, whether
wrltten or verbal has peen relled
written or verbal has been relled upon by by the partles. The
the parties. The terms
terms andand provlsions
provisions of of
this Agreement. shall
this ,Agreement be sever~ble
shall be severahie qnd,
and, in the event
in the event any or ali
part or
any part 'all of
any temí
of any term oror
provision
provision is is determined
determlned to to be
be unenforceable~
unenforceable; the remainder
rémalnder shallshall be given
given andand
renialn
remain Inln full
full force
force and effect.
effet.L This
Thls Agreement may be» be. executed
executed in in counterparts
co1:,1nterparts
photóoopy, 'fax,
and any photo‘oopy, fax, ·scanned
scanned or ot emalled
emailed copy
copy ofof thls Agr-eernent bearing
this Agreement beartng one
one or or
more slgna~ures
signatures shall valld, binding
shall be valid, binding and admlssible
admissible into into evidence, for-
evidence, for all ali
purp~ses,
purpnses, as as though ori~inal. Thls Agreement
originai. This Agreemerit shall
shall not
not be .construed
construed against
against thethe
drafter, as t.
drafter, h ough it
though it had been mutually and equally
equally drafted
drafted byby bo~h parties. There
both parties. there is is
no Thlrd
no Third Party
Party :Beneflclary
Beneficiary of thls thls Agreement. His Agr~ement may be
His Agreement amended onty
be amended only
in signed by
in a writing signed all parties.
by all parties. Thfs Agreement is
This Agreement binding on
is 'blndin~ 0n and shaU inure
and shall to
inure t'o' the
thé
ben~fit
benefit of of the successors, ,assigns,
the successors, heirs, beneflt:taries,.
assigns, heirs, offlcer,. dlrectórs
beneficiaries, officer, dlrectdrs and and-
mernbers of é;lll
members parties. Tfme
all .parti~s. Time is Is of the essence readlng an
essence reading ali terrns
terms and condltlons of
and conditions of
ORIGIN - 1&6
ORIGIN-1"
- . .. .
thfs
this Agreement. Notlces
Notices s·
shall be by
hall be First Class
by Ffrst Class US
US Mail,
Mall, postage
postage prepaid
prepaid to ,efther
to~either
party at the address
party at the set forth
address set forth hereln, above, which
herein, a!JoveJ address mav
which address may be changed by
be ch~nged by any
any
party by notice as provlded
party by provided for
for herein. "Ibis Agreement
herein. This not be
Agreement may not assignéd except
be assigned except
in
1n writing approved by
writing and approved by afl
a“ parties.
parties.
W
business
business inin Sprlngdafe, Arkansas. Any
Springdale, Arkansas.
.
shortfall disclosed
Any shortfall disclosed by audit shall
the audlt
by thé shall be
bepald
'
paid to
to
licen.s or withln
Llcensor wlthln flfteen (15) days
fifteen {15}' days of .notlce
notice of
of such
such amount. In ln addltlon,
addition, DJstrlbutor
Distributor
agr.ees
agrees toto issue to licensor
issue to statements on a
detailed statements
licensor detailed a monthly
monthly basisbasis for
for the
the first
first sixsix
nionths
months followlng
following the initial release
the lnitlal release laurich
1aun‘ch and
and onon a a quarter1y
quarterly basis
basis thereafter,
thereafier,
containing all.
contalnfng all pertinent
pertinent informatlori related to
information related to sales, Collections, expenses
sales, tollections, expenses ánd and
payments.
paymenu.
Approved
Approved
Dated: ~Ja.J}(L-.
Dated: Jilzsztg
I I ~ .
Authorized
'%zr-:-r--~
Authorized Slgnatory
PAllENTZERO
Slgnatory
PATIENT ZERO PRODUCTIONS, LLC
---=-
LLC ("Ucensor")
(”Llcensor”)
Dated:
Authorlzed
Authorized Signatory
Signatoty
HANNOVER HOUSÉ~
HOUSE, lNC.
INC. (fiDistributor»)
(”Distributor”)
ORIGIN -- 1201
1201
EXHIBIT
1-D
1 -D
. ,j
CAMI
BC)YD
LA.~XTP T:
V\ l.<.
January
January 10,
10, 2013
m MIL
ELECTROMC MAIL
VIA ELECTRONIC
Mr.
Mr. Fred
Fred Schefte
Schcfie
Chief Financia] Officer
ChiefFinancia] omccr
Hannover House,
House, Inc.
Inc.
1428
1428 Chester
Chester Street
Street
Springdale,
Springdale, Arkansas 72764
Re:
Re: Resolution
Resolution of
ofPending Dispute -— Material
Pending Dispute Material Breach
Breach of
of Contract/Failure
Contract/Failure
Remit Monies
Remit Monies
Dear
Dear Mr. Schefte:
Schefie:
As Mr.
Mr. Jaynes
Jayncs expressed
exprcSSed toto you,
you, it
it is
is our
our desire
desire to try to
to try to resolve
resolve these
these matters amicably if
matters amicably if
possible.
possible. However,
However, as sure Mr.
as II am sure Mr. Jaynes
Jaynes has
has also
also communicated to to you,
you, our
our Clients
Clients have
have aa
variety
variety of legal remedies
oflega! mmediu available
available to
to them,
them, including
including but
but not
not limited
limited to,
lo, seekingjudicial
seekingjudicial reliefto
reliefto
escrow
escrow any
any monies in
in the
'the actual
actual or
or constructive
constructive possession
possession ofof third
third parties,
parties, which pertain
pertain to
to the
the
000
000 North Cairn] ExprC3Sway,
Nonh Central Exprusway, Suite
Suite 400
400 (d) 214,8904012
(d) 214-890-4012 cboyd@camiboydlaw.com
cboyd@cunibaydlnw.com
Jla.,, Tom 75231
Has, Texas 7523] (f)
(0 214-278--0505
214-278—0505 www.camjboydlaw.com
www.camxtaydlmmm
Intellectual
Iumflecmal Property
Pmpcrty Corporate
Corpomm Transactions
Ttumcn'ons Business
Businus Lltigation
Liu'nu'm Intellectual
Intellectual Property
Pmpeny Litigation
Litigation Labor
Labor & Employmc:nt
Employment Special
Special Investigations
lnvestipu'ons Tcchnology
Techmloy
ORIGIN
ORIG IN -- 1325
l 32 5
.I
Mr.
Mr. Fred
Fred Schefte
Schefie
Hannover House,
House, Inc.
Inc.
January
January 10,
10, 2013
2013
Page2
Page 2
Reléased
Released Titles.
Titles. We would prefer
prefer an
an amicable
amicable resolution
resolution that
that would
would not
not serve
serve to
to increase
increase our
our
Clients'
Clients’ damages or
or attorneys'
attomeys’ fees.
fees.
To that
that end,
end, this
this letter
letter memorializes
memorializes thethe agreement
agreement that
that you,
you, on behalf of
on behalf of Hannover,
Hannover,
reached with Mr. Jaynes last
reached with Mr. last week. In
In arder
order to
to avoid
avoid the
the need
need for
for our
our Clients to take
Clients to take legal
legal action,
action,
we reqµire
require that
that you confirm -— by
you confinn by executing
executing this
this letter
letter where
where indicated
indicated below
below and returning your
and returning your
signature
signature to attention -— your
to my attention your and
and Hannover's
Hannover’s agreement
agreement to
to the foJiowing terms:
the following terms:
1.
1. Hannover agrees
agrees to the full
to the full and
and mutual
mutual termination
termination of
of each
each Memorandum of of
Agreement -— Distribution
Distribution Rights,
Rights, effective
effective as
as of November 1,
1, 2012,
2012, with
with regard
regard to
to each
each of
of the
the
following
following titles
titles (Released
(Released and
and Pending
Pending Titles):
Titles):
YmES
RELEASED TITLES CONTRA CIHVG PARTY
CONTRACTING
Boggy
Boggy Creek
Creek LIONSHARE PICTURES
HUMANSVSZOMBIES LIONSHARE PICTURES
Patient
Patient Zero
Zero LIONSHARE PICTURES
Deceptz
Decepu Phoenix
Phoenix Group
Group Releasing
Releasing LLC
Baretta's
Baretta’s Island
Island Phoenix
Phoenix Group
Group Releasing
Releasing LLC
Abraxas
Abraxas Phoenix
Phoenix Group
Group Releasing
Releasing LLC
Ancient
Ancient W arriors
Warriors Phoenix
Phoenix Group
Group Releasing
Releasing LLC
Doub]e
Double Cross
Cross Phoenix
Phoenix Group
Group Releasing
Releasing LLC
PENDING
PENDHVG RELEASE and under agreement
a reement with
with HANNOVER WOWR
Frankenstein
Frankenstein Phoenix
Phoenix Group
Group Releasing
Releasing LLC
Cowboys
Cowboys VVss V ampires
Vampires Phoenix
Phoenix Group
Group Releasing
Releasing LLC
Midnight
Midnight Clear
Clear Phoenix
Phoenix Group
Group Releasing
Releasing LLC
Toe
The Underneath
Undemeath Origin
Origin Cinema Group
Hostage
Hostage Hostage
Hostage Films
Films LLC
As the result of
the result of the
the termination
termination of
of these
these Agreements,
Agreements, all
all legal
legal rights
rights and
and remedies
remedies
thereunder
thereunder revert
men. toto the
the original
original Licensor
Licensor under
under eacb
each Agreement.
Agreement.
2.
2. Hannover shall
shall provide
provide a a complete
complete accounting
accounting toto our
our Firm with
with regard
regard to all sales,
to ali sales,
expenses,
expenses, and
and distribution
distribution activities,
activities, and
and all
all monies
monies collected
collected —
- past,
past, present
present and
and future,
filturc, for
for each
each
Title.
Title. Hannover
Hannover shall
shall remit
remit tbe
the accounting
accounting to to the attention of
the attention of this
this law
law finn
firm no
no later
later than
than 5 5
business
business days
days from
fiom the date oftbis
the date of this letter,
letter, or by January
or by January 17,
17, 2013).
2013).
ORIGIN -— 1326
'
,t
‘u
Mr.
Mr.Fred
Fred Schefte
Schefie
Hannover
HannoverHouse,
House, Inc.
Inc.
January 1O, 2013
January 10, 2013
Page3
Page 3
3.3. Hannover's
Hannover’s accounting
accounting to to our
our Clients, described in
Clients, described in no.
no. 22 above,
above, shall
shall include
include
copies of any contracts (and all other documents evidencing sales revenue produced) entered
copies of any contracts (and all other documents evidencing sales revenue produced) entered into into
by and between Hannover and any third party (such as but not limited to All Channel
by and between Hannover and any third party (such as but not limited to A11 Channel Films, Films,
Time
TimeWamer,
Warner, Comcast
Comcast and
and Netflix)
Netflix) pertaining
pertaining to Video on
to Video on Demand
Demand (VOD)
(VOD)revenues.
revenues.
5.5. Hannover
Hannover shall
shall cooperáte
cooperate fully
fully with our Clients
with our Clients in
in immediately
immediately directing
directingPhase
Phase44
{and
(and any
anyother
other necessary
necessary third party) to
third party) to remit any monies
remit any monies currently
currently in
in the
the possession
possession of ofPhase
Phase44
(or
(orother party) or
otherparty) or which
which are
are received
received by by Phase
Phase 4 4 (or
(or other
other third
third party)
party) in
in the
the future
future directly
directlytoto
the
thenew
new distributor
distributor for
for our
our Clients,
Clients, which
which infonnation
information shall be provided.
shall be provided. Hannover
Hannoverappreciates
appreciates
and
and understands
understands that that this
this terrn
term isis critical
critical to
to our Clients' willingness
our Clients’ willingness to to resolve
resolve these
these matters
matters
amicably
amicably and and to
to avoid
avoid the
the need
need forfor immediate courtcourt intervention
intervention toto escrow
escrow andand preserve
preserve our
our
Clients
Clients funds
funds. . Hannover
Hannover acknowledges
acknowledges and agrees that that our
our Clients
Clients will
will provide
provide formal written
formal written
notice
notice to
to Phase
Phase 44 and
and any
any other
other necessary
necessary third party of
third party of this
this agreement
agreement and and Hannover’s
Hannover's full
ful]
cooperation
cooperation and and consent
consent inin directing
directing monies owed to to our
our Clients.
Clients.
6.6. Hannover
Hannover understands,
understands, acknowledges and agrees
acknowledges and agrees that
that with
with regard
regard toto Titles
Titles that
that
have
havenot
notyet
yetshipped,
shipped, Hannover
Hannover is
is entitled to no
entitled to compensation or
no compensation monies now
or monies now orinin the
or thefiJture.
future.
7.7. Hannover
Hannover agrees
agrees to
to provide such
provide such other support and
other support and cooperation
cooperation asas isis necessary
necessarytoto
e:ffect
effectthe
the terms
terms and
and intent
intent of
of this ageement and
this agreement and to mitigate, as
to mitigate, as possible, the damages
possible, the damages caused
causedby
by
Hannover to our Clients.
Hannover to our Clients.
We ask
We ask that
that you memorialize and
you memorialize and evidence
evidence your and Hannover’s
your and Hannover' s agreement
agreement toto these
tbese
tenns, pursuant to
terms, pursuant to your
your discussion with
discussion with Mr. executing
Mr. Jaynes Iast Friday, by executing this letter where
Jayncs last Friday, by this letter where
indicated below and
indicated below and returning
returning your
your signature
signature toto my attention as soon
attention as soon as
as possible
possible viavia facsimile,
facsímile,
email and/or overnight mail. our hope
email and/or ovemight mail. It is our hope that your
It is that expressed willingness resolve
your expressed willingness to resolvethis
to thismatter
matter
amicably andquickly
amicablyand quickly wiII enable us
will enable us to avoid a
to avoid protacted and
a protracted and expensive legal dispute
expensive legal disputeconcerning
conceming
issues. It is our understanding that you and Mr. Jaynes have already discussed these issues
theseissues.
these lt is our understanding that you and Mr. Jaynes have already discussed these issues
and the set forth above reflect your agreement. Please do not hesitate to contact me to
terms set
and the terms forth above reflect your agreement Please do not hesitate to contact me to
ORIGIN
ORIGIN -1327
—
1327
(
Mr.
Mr. Fred
Fred Schefte
Schefie
Hannover House,
House, lnc.
Inc.
January 1O,
January 10, 2013
Page4
Page 4
discuss any
discuss any questions
questions or
or comments,
comments, or
or to address any
to address any issues
issues requiring
requiring further
further discussion
discussion and/or
and/or
negotiation.
negotiation.
Sincerely,
Sincerely,
44/
AGREED T0:
AGREEDTO:
By:
By:
Fred
Fred Schefte
Schefle
Its:
Its: Chief
Chief Pinancial
Financial Officer
Officer
ce:
cc: Eric Parkinson, Chief
Eric Parkinson, Chief Executive Officer -— Hannover House,
Executive Officer Hause, Inc.
Inc.
Brian
Brian Jaynes
Jaynes
ORIGIN -- 1328
1328
EXHIBIT
1-E
1 -E
(
CAMI
BOYD
LAW:,¿
LA k
February
February 25, 2013
25, 2013
Mr. Eric
Mr. Eric Parkinson
Parkinson
Chief Executive Officer
ChiefExecutive Oficer
Hannover House, Inc.
House, Inc.
1428 Chester
1428 Chester Street
Street
Springdale,
Springdale, Arkansas
Arkansas 72764
Mr. Fred
Mr. Fred Schefte
Schefie
ChiefFinancial
Chief Financial Officer
Officer
Hannover House, Inc.
Hannover House, Inc.
1428 Chester Street
1428 Chester Street
Springdale, Arkansas 72764
Springdale, Arkansas
Re:
Re: Tennination
Termination ofRepresentation
ofRepmentafion andand Distribution
Distn’bution Agreements;
Agreements;
Demand for Accounting and
for Accounting Payment ofSums
and Payment of Sums Owed
Dear
Dear Mr. Parkinson and Mr.
Mr. Parkinson Mr. Schefte:
Schefic:
lOO
)00 North
Nonh Centnil Expressway, Suite
Ccmnl Exptusway. Suite 400
400 (d) 214-890-4012
(d) 2 l4-890-4012 cboyd@camiboydlaw.com
cboyd@cnmibuydlaw.com
Has, Tms 75231
Uas, Texas 75231 (1) 214-278-0505
(f) 2 144784505 www.camiboydlaw.com
www.camibaydlawmm
Zntellcctual Propcrty
Intellectual Pmpmy Corporate 1lllnsactions
Corporal: Transactims Business
Businm Litigalion
Litigation Zntcllectual
Intellectual Property Litigation
Property Litiption Labor
Labor & Employmcnt
Employment Spccial Investigations
Special lnvnstigmions Technology
Technology
ORIGIN -- 1322
1322
MEMORANDUM OF
OF AGREEMENT
AGREEMENT
DISTRJBUTJON RIGHTS
DISTRIBUTION RIGHTS
HUMANS
HUMANS VERSUS ZQMBIES
VERSUS ZOMBIES
Thls Memorandum of
ThisMemorandum of Agreement
Agreement {Agre~ment) for the
(Agreement) for the distribution
distril,)ution rights alimedialin
rights ininall media.In
the
theterrltory
territory for
for the
the film· Humans Venus
film Humans Zombies (the
Versus Zombies (the Film
FIim or
orthe
the Picture)
Picture)isisentered
enter~d
lnto and effective as of January __, 2012, by ahd between the parties listed
Into and effective as of January___, 2012, by and between the parties listed herein hereinon
on
the following tetms
thefollowing terms and
and conditions.
conditions.
.
l.1. LICENSOR:
ucsuson:
g .,,,,.J,..,.., LLC,
¡J.,,,._ ‘
LLC,
2.2. DISTRIBUTQR:
DISTRIBUTOR: Hannover
Hannover Ho\,Jse,
House, lnc., 142%r
lnc., 1 4 2 ~ rStreet,
Street,Sprlngdale,
Springdale,AR
AR72764
72764
3.3. TERRITORY:
TERRITORY: Wor1~wid~
Woddwéde- k
ak Qmm
®
~'len"' "'18) years
Cw: ~ ~ 5'
N•...\h °'-~J<-'
4.4. TERM:
TERM: Ien 1&6) ye'ars from the date
from the date hereof.
hereof.
s.5. RIGHTS
RIGHTS UCENSED:
LICENSED: Ali
All media rights,
rights, including wlthout limitation
including without limltatlontheatrical cinematlc
theatricalcinematic
rights,
rights, home
home media
media In ali formats,
In all formats, DVD,DVD, Blu-Ray,
BIu-Ray, Video
Video on
on Demand,
Demand, pay perview,
pay per vlew,
Rental
Rental and sell through,
and sel! television, cable
through, televlslon, televlslon and
cable television and pay
pay television. Dlstributorisis
televislon . Distributor
licenséd by
ficensed Licensor ali
by Llcensor all distribution copyrlghts, ttademarks and
rights, copyrights,
distribution rights, trademarks and allall other
other
lntellectual property rights
Intellectual property rights necessary
necessary toto exploit
explolt the
the Picture,
Plcture, inin all
ali media, far theterm
media,forthe term
from the
from the executlon
execution hereof
hereof in the territory,
in the territory, including,
including, but but not not limited
limited to, to, all
ali
customary
customary and industry
and Industry standard distrib.u tlon rights necessary
distribution rights necessary for the
for the release,
release,
promotion, advertlsing,
promotion, advertising, exhibltion
exhibition a'nd other exploitation
a·nd other exploitatlon of of the Film, including,
the Film, including¡
merchandising and
merchandisil')g and ali other é'.mcillary
all other rights relating
ancillary rights relating toto or aris!ng out
or arising out of ofthe Film.
the Film.
Dístributor shall have
Distributor shall right of first
have aa right first negotiation
negotiation for for North
North America
Amerlca with wlth regard
regardto to
any
any seque!,
sequel, prequel,.
prequelh series
serles oror stage, literary or
stage, literary or other
other adaptation
adaptation of ofthe
the Film,
Film,which
which
shall be subject to good faith negotiation and which at a minimum
shall be subj~ct to good faith negotlation and whlch at a mlnimum shall have asixty shall have a slxty
(60) day
(60) window to
day window to negotiate
negotiate in In good faith
falth regarding
regarding said
said rights,
rights, after
afte.r which
whichtimetimeInIn
the
the event
event the
the partles
parties ar~are un~ble
unable toto come
come to to agreement,
agreement, Licensor
Llcensor shallshall have
have nono
further obligation to Distributor (collectlvely, the "Distrfbutlon Rights'1.
further obligation to Distributor (collectively, the ”Distribution Righm”).
DELIVERY: Ucensor
6.6. DELIVERY: Llcensor acknowledges that time
acknowledges that is of
time is of the
the essence wlth respect
essence with respect toto
Delivery and the
Delivery and the intention of both
intention of Licensor and
both Llcensor D1stributorto
and Distributor releasethe
to release theFilm
FilmInInthe
the
home
home video market in May,
video market in 2012.
May, 2012. Accordingly, Licensor shall use
Accordingly, Licensor shall use reasonable
reasonablegoodgood
faith efforts
faith to affect
efforts to affect Final
Final Delivery of the
Delivery of Plcture to
the Picture Licensor on
to Licensor on or
or before
beforeJuly 15,
July15,
2012.
2012. Delivery shall consist of
Delivery shall consist of the
the following materlals and
followlng materials and documents:
documents:
a).
a).
AA hlgh-deflnltion
hlgh-deflnition format
format video
video master (HD CAM
master (HD CAM SR Preferred), which
SR Preferred), which video
video
master shall be suitable as a source for the creation of broadcast quality video/DVD
master shall be suitable as a source for the creation of broadcast quality video/DVD
masters;
masters;
ORIGIN - 120@
ORIGIN - 120~
( (
Mr. Fred
Mr. Fred Schefte
Schcfie
Hannover House,
Hannover House, Inc.
Inc.
February
February 25,
25, 2013
2013
Page3
Page 3
Frankenstein
Frankenstein Phoenix
Phoenix Group
Group Releasing
Releasing LLC
Cowboys
Cowboys V Vss V ampires
Vampires Phoenix
Phoenix Group Releasing LLC
Group Releasing
Midnight
Midnight Clear
Clear Phoenix
Phoenix Group
Group Releasing
Releasing LLC
Hostage
Hostage Hostage
Hostage Films
Films LLC
As the
the result
result of the termination
of the termination ofof these
these Agreements,
Agreements, all all legal
legal rights
rights and
and remedies
remedies
thereunder
thereunder revert
revert to
to the
the original
original Licensor
Licensor (our
(our Clients)
Clients) under
under each
each relevant
relevant Agreement.
Agreement. Our
Our
Clients
Clients are
are now free
fi'ee of
of contractual
contractual relationships
relationships with
with Hannover
Hannover House and and the
the Titles
Titles are
are now
released to our
released to our Clients.
Clients. Any further
further interference
interference by
by either
either of
of you
you or
or Hannover House will will regard
regard
to our Clients and our
to our Clients and our Clients'
Clients’ business activities will result in immediate further legal action.
business activities will result in immediate further legal action.
This
letter
letter serves
This serves as
as further
further legal
leggl notice to Hannover
notice to Hannover House
Hougof of our
our Clients'
Clients’ demand
demand that
that
Hannover
Hannover House immediately
immediately cease
cease and
and desist
desist from
fiom any
any ofthe
of the following:
following;
l.
l. Any use
use of
of our Clients' trademarks/brands
our Clients’ trademarks/brands or or information
information on any any website
website or
or
marketing materials
marketing materials of
of Hannover
Hannover House;
House;
2.
2. Any further
further reference
reference to,
to, or
or listing
listing of,
of, any
any ofof the
the above-listcd
above-Iisted Titles
Titles on
on the
the
Hannover House website,
Hannover House website, the
the Hannover House
Hannover House IMDB profile,
profile, and/or
and/or in
in any
any other
other manner
manner asas
Titles
Titles being distributed and
being distributed and sold
sold by
by Hannover
Hannover House;
House;
3.
3. Any communications
communications with with third
third parties,
parties, including
including not
not limited
limited to,
to, Phase
Phase 4 4 Films,
Films,
with regard to any of our
with regard to any of our Firm
Firm's's Clients and/or of the above-listed Titles;
Clients and/or ofthc above-Iisted Titles;
Sincerely,
Sincerely,
44/
ORIGIN -- 1324
EXHIBIT
1-F
1 -F
11/17/?.01
11I1 7/201 6
6 https://www.sec.gov/Archives/edgar/data/1069680/000147124214000060/hhse10q12312013.htm
https:l/www.sec.gov/Archives/edgarldataH 069680/0001 471 24214000060/hhse1 0q1231 201 3.htm
LO-Q
IAO-IQ I hhse10q12312013.htm
hhse l Oq l23 12013.htm HHSEl
l OQ 123 120
HHSE10Q123 l3
12013
UN ITED STATES
UNITED
AND EXCHANGE COMMISSION
SECURITIES ANO
Washington, D.C. 20549
FORM 10-Q
IO-Q
Ha nnover House,
Hannover House, Jnc.
Inc.
(Exact
(Exact name of registrant as
ofregistmnt as specified
specified in
in its
its chaiter)
chuncr)
479-75 1-4500
479-751-4500
(Registrant's
(Registrant’s telephone
telephone number,
number, incl uding area
including area code)
code)
lndicate by check
Indicate by check mark
mark whether
whether the
the registra n! (1)
registrant (l) has
has fil ed ali
filed all repo1t s required
rcpons required to
Io be
be filed
filed by
by Section
Section 13
13 or
0r 15(d)
15(d) of the Securities
ofthc Securities
Exchange Act of
Exchange Act of 1934 during the
934 during thc precedi
precedingng 12
12 months
months (or
(or for
for such
such short
shoncrer pcriod
period tha
thatt the
thc rcgistrant
Icgistmnt was required
required to
Io file
file such rcpoits),
rcpons),
and
and (2) has bcen
(2) has
l
bccn subject
subject to
to such
such filing
filing requi rcments for
requirements the past
forthc past 90 days.
days. Yes O U No h
c
N0 0 M
lndicate
Indicate by
by check
check mark
mark whether
whether the the registran
registrantt has
has submitted
submitted electronically
electronically and
21nd posted
posted on0n its
its corporatc
corporate Web site,
site, if
if any,
any, every
every
lnteractive
Interactive Data
Data File
File required
required tot0 be
be submitted
submitted and
and posted
posted pursuant
pursuant to
to Ru le 405
Rule 405 of Reg11 lation S-T (§232.405
ot‘Regulalion S-T (§232.405 of this chaptcr)
ofthis chapter) during
the
the preceding
preceding 12
12 months
months (or
(or fo
forr such
such shotter period that
shorter period that the
the registrant
registrant was required
required to
to submit
submit and post
post such files).
files). Yes O D No 0M
lndicate
Indicate by
by check
check mark whether the
mark whether the registran!
registrant is
is a
a large
large acce lerated fil
accelerated er, an
filer, an accelerated
accelerated fi ler, aa non-accelerated
filer, non—accelemted fi ler, or
filer, or a
u smaller
smaller
repotting
reporting company.
company.
Large
Lalgc accclerated D
filer O
accelerated filer Accelernted
Accelerated fil
filer D
er O Non-accelerated
Non-accclemtcd fil D
er O
filer Smaller
Smaller repo rt ing company
rcponing M
company 0
lndicate by
Indicate by check
check mark whether the
mark whether the registrant
registrant is
is a
u shell
shell company
company (as
(as defined
defined in
in Rule
Rule 12b-2 ofthe
ofihc Act).
Act). D
Yes O N0 0M
No
BANKRUPTCY
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BAN KRUPTCY
DURING THE PRECEDING FIVE YEA
PROCEEDINGS DURlNG RS:
YEARS:
Indicare by
Indicate check mark
by check mark whether
whether the
the registra nt has
registrant has fil
fileded ali
all doc uments and reports
documents reports req uired to
required to be
be fil
fileded by
by SectionS
Sections 12,
12, 13
l3 or
or I15(d)
5(d) of
0f
the
the Securities Exchange Acl
Sectm'tics Exchange Act of
of 1934
934 subsequent
subsequent to
1 the distribution
to the distribution of securities under
ofsccuritics undcraa plan
plan confirmed
confirmed by by a
a couit
coun.. Yes O U No 0M h
c
APPLICABLE
APPLlC T0 CORPORATE ISS
ABLE ONLY TO UERS
ISSUERS
lndicate
Indicate the number of
thc number shares outstanding
ofsharcs outstanding of cach ofthe
ofcach issuer's classes
ofthc issuer‘s classes of common stock,
ofcommon stock, as
as of the la
ot‘the test practicable
latest practicable date.
date.
https://www.sec.gov/Archíves/edgar/data/1069680/000147124214000060/hhse10q1231201 3.htm
https://www.sec.gov/ArchiveS/edgarldatal1069680/OOO14712421 4000060/hhse10q12312013.hlm 1/19
1/19
b).
b). reasonable amount of
A reasonable of art digital graphic still
art elements and digital still ima.
ges from the
images the
production whlch are
productlon which are of
of a qualfty and quantity
a quality quantity that would be suitable fot the
suitable for the
creatlon
creation of advertlslng and
of advertising and packaglng,
packaging, as
as reasonably
reasonably requested byby Distributor;
Distributor; and,
and,
e).
c). Docr,.m,entation evldenclng
Documentation Lic'ensor’s authority
evidencing Liéensor's authority to
to enter intQ
into thfs Agreernent,
this Agreement,
11
lncluding,
including, b1,1t
but not
not llmited to customary
limited to customary "chain-of-tltle
“chain-of—title” docutnentatlon, muslc rights
documentation, music rights
and guild
and guild obligations.
obligations.
7.
7. OISTRlBUTION
DISTRIBUTION FEE.
FEE. Distributor
Distributor shall recelve aa Distribution
shall receive Fee of twentv
Distributlon Fee twenty five percent
(25%} of
(25%) of all
all Gross
Gross Revenues received on account of
Revenues received of the exploitation
exploitation of the
of the
Dlstrlbution Rights,
Distribution beforé deduction
Rights, before' for tl:le
deductibn for .recoupment
recoupment by
the Distributor of ail
by Distributor all of
of lts
its
party subdistributor
party subdistributor fees, if any.
fees, if any.
8.
8. DISTRIBUTION RECEIPTS: Gross
DISTRIBUTION OF GROSS RECEIPTS: Gross Receipts derived from the distributlon
Receipts derlved distribution
and ali exploitation
and all exploitation of
of the
the Film·shall
Film‘shall be dlvlded
divided between the parties follows and in
parties as follows in
the
the following order: (1)
following order: (1) Distrlbutor
Distributor shall
shall reta1n
retain and be paid
paid lts
its distribution
distribution fee
fee of
of
twenty
twenty ffive
ive percent
percent (25%) calculated from the fist
(25%) calculated dollar of gross Réceipts.
fist dollar (2) Next,
Receipts. (2) Next,
Oistributor shall retain
Distributor shall retain and be paid
paid recoupment of ali
all of
'of its
its actual direct!
direct, third
third party
party
out
out of
of pocket
pocket costs and expense~
costs and expenses incurred
incurred in
in the distribution, marketing, advertising,
the distribution, advertlsing,
promotlcm, manufa~uring and fulfillment
promotion, manufacturing of the
fulfillment of film. (3)
the film. (3) The balance shall
shall be pald
paid
to Ucensor.
to Licensor.
9. CONTINGENCI~
9. CONTINGENCIES ANO AND CO~DITIONS:
CONDITIONS: Upon execution by by the parties
parties or their
their
respective representatives (or
respective representafiVes (or mutual email
email contirmations},
confirmations), this
this Agreement sball
shall be
a
a binding enforceable Agreement between the parties.
binding and enforceable However, t>istributor's
parties. However, Distr'ibutor’s
.obligation
obligation to ptoceed wlth
to proceed with this tratisaction shall
this transaction shall be subject to the following
following
contlngencies and conditions,
contingencies condltfons, any of which may be waived, in
any of writing, by Distributor:
in Writing, Distributor:
(a).
(a). Withln
Within tenten {10)
(10) business days after
business days after the execution of this this Agreement, Llcensor
Licensor
shall
shall make delivery
delivery toto Distributor (the "Due Diligence
Distributor (the DfUgence Information”):
lnformation'l!}: (i)(i) documents
whlch
which evidence
evidence what is is customarily called "chain
customarily called “chain of of tltle,''
title,” in film industry,
in the film industry, i.. e.,
i.e.,
other
other clearances
clearances with regard to
wlth regard to the Picture; (ili)
the Plcture; (iii) documents shoWihg
showing that that the
the
productlon servfc.
production es company for
servfces the Picture
for the Picture is
is a
a SAG signatory
signat'ow and that that the
the Picture
Picture
wás
was made in compliance with ali
in all SAG and other
other applicable uriion
applicable union rules
rules and collective
collective
bargaining agreements; (iv)
bargaining agreements; (iv) documents incfü::ating
indicating that Liéensor is
that Licensor not in
is not in breach
breach oror
ORIGIN
ORIGIN ~ 8 @8
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ITEM l.
1. HNANCIAL STATEMENTS
FINANCIAL STATEMENTS
Consolidatcd
Consolidated Statements
Statements ofincome and Rctained
ofIncome and Retained Earnings
Earnings 5
Shareholclers'
Shareholders’ Equity
Equity 9
ITEM 2.
2. MANAGEMENT'S DISCUSSION AND ANALYSIS
ANALYSIS OF FINANCIAL CONDITIONS AND 10
RESULTS
RESULTS OF OPERATIONS
ITEM 3.
3. QUA LITATNE DISCLOSURES ABOUT MARKET RISK
QUANTITATIVE AND QUALITATIVE RISK 14
ITEM 4.
4. CONTROLS AND PROCEDURES
CONTROLSAND 15
U. OTHER INFORMATION
PART ll. INFORMATION
lTEM l.
ITEM l. LEGAL PROCEEDINGS
PRO CEEDINGS 15
15
lA.
ITEM 1A. RISK FACTORS 15
ITEM 2.
2. UNREG ISTERED SALES OF EQUlTY
UNREGISTERED SECU RITIES AND USE OF PROCEEDS
EQUITY SECURITIES 16
l6
ITEM3.
ITEM 3. DEFAULTS UPON SENIOR
SEN IOR SECURITIES 16
l6
ITEM 4.
lTEM 4. SUBMlSSlON
SUBMISSION OF MATTERS TO A
A VOTE OF SECURITY HOLDERS 16
l6
lTEM 5.
ITEM 5. OTHER INFORMATION
INFO RMATION 16
l6
ITEM 6.
6. EXHIBITS N.A.
N.A.
SIGNATURES 16 - 17
16-17
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FORWARD-LOOKING STATEMENTS
FORWARD-LOOKING
This
This disclosure
disclosure statement
statement contains
contains "fo1ward-looking
“forward-looking slatements"
statements” wi thi n the
within the meani ng ofthe
meaning Private Securities
oflhe Private Securities Litigation
Litigation Refonn
Reform Acl
Acl
of
0f 1995. In sorne
1995. In some cases you can
cases you can iden tify forward-looking
identify fo rward-l ooking statemenls
statements byby te1111s such as
terms such as "rnay", " intend", “will”,
"may”, “intend”, "will", “could”,
"could" , "would",
“would",
"expects",
“expects”, "believe", “estimate”, or
“believe", "estimate", or the
the ncgative
negative of 0f thcse terms, and
these tenns, similar expressions
and similar ex pressions intended
intended to identify fonvard-looking
l0 identify forward-l ooking
statements. These
staternents. These fo rward-looking statements
foxward-looking reflect our
statements reflect our curTent views with
cun‘ent views with respect to futu
respect to re cvents
filturc and are
events and based on assumptions
are based assump tions and
are subjcct to
are subject to risks
risks and
and uncertainties.
uncertainties. Al so, these
Also, fo1ward-look ing staternents
these foxward-looking present our cstimates
statements present estimates and assumpti ons only
assumptions only as
as ofthe
date
date oftbis
ofthis disclosure statement. Except
disclosure statement. Except for our ongoing
for our ongoing obligation
obligation tot0 di sclose material
disclose material info1 mation as
infonnation required by
as required by federal
federal securities
securities
laws, we do
laws, we do not intend to
not intend update you
to update conceming any
you conccming future rev
any future isions to
revisions t0 any
any forward-look
forward-lookinging statements
statements to reflect evcnts
t0 reflect events or
or
circumstances occurTing
circumstances occuning after
afier the date ofth
the date ofthisis disclosure
disclosure statement.
statement.
Acnial rcsults in
Actual results in thc
the future
futu re could
could differ matcrially and adversely
differ materially from those
adversely from those described
described inin the
the forwa rd-looking statemcnls
forward-looking statements asas aa result
rcsult of
various importan t factor-s,
various important factors, including
including the
the substantial
substantial investment
investment ofcapital
ofcapital requi rcd
required to
to produce and mar'k.et
market fi lms
films and television
television series,
series,
property, difficulties
propeny, diflicultics inin integrating
integrating acquired businesscs, and technological
acquired businesses, technological changes and other trends affecting
other trends affecting the cnterta inmcnt
the entertainment
industry.
indusuy.
—
PART II - FINANCIAL
FTNANCJAL TNFORMATION
INFORMATION
The Company's Financial
The Company's Financia! Statements for thc
Statements for thc thrce-month
thrce-month period
pcriod encling
ending December 3 3 1, 20 13 are contained within
3 arc
l
,
l with in thc
the following
following
pages. ln
pages. In compliance wi th regu
compliance with lations goveming FORM lO-Q
regulations 10-Q reports,
reports, the information contained within these financia! statements
the information contained within these financial statements is
is
unaudited .
unaudited.
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I
CONSOLIDATED
CONSOL STATEMENT OF INCOME & RETAINED
IDATED STATEMENT RETAIJ~ED EARNINGS
FOR THE THREE-MONTH PERIOD ENDING
ENDlNG DEC. 31
31,, 2013 (UNAUDITED)
REYENUES
REVENUES
Product
Product Sales (including lntemalional
Sales (including lntemational Licenses) *
Licenses) * $
$ 1, 153,601
1,153,601
Additional VOD Revenue-Share
Additional Revenue-Share Income
lncom e $
S 13,993
I3.993
REYENUES
TOTAL REVENUES $
$ 1,167,594
1,1 67.594
COST OF SALES
Commissions
Commissions $$ o
0
Sales
Sales ancl Marketing
and Marketing $
$ 2,922
2,922
Video
Video Manufactu1ing
Manufacturing $$ 10,227
10.227
Film and Bpok
FflrrTand Book Royalti’és
Royalties $S 900
Freight
Freight $
$ 2,547
2.547
Other Expense, Acciued
OtherExpcnse, th ird party
Accrued third paiticipations **
party panicipations $
S 750,000
750.000
AND ADMINISTRATIVE
GENERAL ANO ADM!NISTRATlVE EXPENSES $
$ 69,596
69.596
INCOME (LOSS)
(LOSS) FROM OPERATIONS $
$ 331 .402
33 I,402
OTHER TNCOME
INCOME (EXPENSE) $$ o0
IN COME (LOSS)
INCOME (LOSS) BEFO INCOME
RE IN
BEFORE COME TAXES $$ 331,402
33 l .402
BEGINNING OF PERIOD
RETAINED EARNINGS, BEGINNING PERlOD $$ 4,
4,]138,137
38,137
** International
/11ternational Sales
Sales Contracts
Contracts !,ave
have been allocated based
been allocated based 011 gross reve1111e
0n gross revenue a11101111ts, less accrued
amounts, less accmed third
third party
par/y participations
participations or
0r
assignments.
assignments.
**
** Co1porate
Corporate tax returns are
(ax relurns ca/culated on
are calculated 0n a casi, basis,
a cas/z basis, while period reports
while period reports are calc11/ated on
are calculated 0n an accrua/
accrual basis.
basis.
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CONSOLlDATED
CONSOLIDATED AND GENERAL & ADMINISTRATIVE
ADMIN ISTRATJVE EXPENSES
THREE MONTH PERIOD ENDl
FOR THE TlfilEE NG DEC. 31,
ENDING 31, 2013 (UNAUDITED)
** Payroll
Payro/1 Taxes
Taxes include
include one-t ime assessment
one-time assessment of $5,585 for unpaid
0]"55,585]br payro/1 laxes
unpaidpuymll fo r some of
taxesfarsome t/Je Screen Actors Guild (alum
oflhe talen!
utilized wit/Jin the
utilized within the "Toys in th
"TbyS in thee Attic" project.
project.
**
** Enhan ced telep/Jone
Enhanced telephone costs
cosls include
include one-time
(me—lime expense
expense lo
10 upgrade telephone
telephone service m accom
service to 111oda te additiona
accommodate additional/ phone linesjbr
linesfor 1/Je
(Ive
VOD WJZ
WIZ operation, as well
operation, as well as
as lo
la add a jtber-oplic service
afiber—optic service capa ble ofstrea111ing
capable q/slreaming 4K data to t0 HHSE I/ VOD WJZ
WIZ o.f}tces.
offices.
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ASSETS
CURRENT ASSETS
Cash
Cash &
& Cash
Cash Equivalents
Equivalents $ 1,476
1,476
Accounts
Accounts Receivable,
Receivable, Net* $ 2,739.259
2,739,259
Prepaid
Prepaid Wages $ oO
Merchandise
Merchandise Invento1y
lnventoxy $ 150,099
150.099
Prepaid
Prepaid Advcrtising
Advertising $
mmmmmwifiwwifi
o
(J
Prepaid
Prepaid Producer
Producer Royalties
Royalties $ 1,876,19
1,876, 9|1
l
Producer
Producer Marketing
Marketing Recoupment $ 2,204,544
2,204,544
Film
Film Distribution
Distribution Rights
Rights $ 2,314,9 14
2,3 [4,914
EQU IPMENT
PROPERTY & EQUIPMENT
Office
Office Fumishings,
Fumishings, Fixtures
Fixtures and Equipment $ 155 ,08 1
155,081
Less
Less Accumulated Depreci ation
Depreciation $ (39,356)
(39,356)
Vehicles***
Vehiclcs*** $ 15 ,000
15,000
$ (5,000)
wmmmww
Less
Less Accumulated Depreciation
Depreciation (5,000)
Real Property
Real Properly $ o0
& EQUIPMENT
TOTAL PROPERTY &EQUrPMENT $ 125,725
125,725
OTHER ASSETS
FILM &
FILM & TELEY1Sl0N
TELEVISION LTB RARY
LIBRARY $$ 22,3 15 ,337
22,315.337
TOTAL OTH
OTHER
ER ASSETS
ASSETS $ 22,3 15,337
22.315337
$ 32,224,7
32,224.7111 l
** A.R.
AR. inc/11des
includes write-down
write—down of $ 455,000 from Phase
of$455.000from Phase 4 Films, considered
4 Films. considered to
Io be un collect ible debt;
uncolleclible debt; A.R.
A.R. a/so
also includes a lota!
10ml of $1.5-
0f$l.5-
111111 in
mm in 11et
net presalesfor
presalesfor "Mother
"Mather Goose"
Gooxe” whic/1
which are
are assigned to
to the
(he special p urpose production entity.
Jpecial purpose entity.
** QJ, 2013
** Q3, 201 3 Fi/ing
Filing erroneously
ermneously included
included a a Film Production ln
Film Production vestments enliy
Investmems enny/brfar $750,000 in in presa/es
presnlcs whic/1
which are assigned toto apply
apply
”
lowarcls
[awards the production of
the production of "Mother
"Mather Goose:
Goose: Journey
Journey To Ta Utopia."
Utopia. Tlz e contract
The contract receivab!efor
rcceivablefar the presa/e was a/ready
the presulc already recognized asus
part of
part th e A.R.
ofllze A.R. total.
total. Per
Per the
[he terms
terms of the special-purpose
oflhe Ji11a11ci11gfor this
speciaI-purposefinancingjbr this prujecl, HHSE
project, H /-/SE wi!I
will recognize th e gross sales and
the f ees as
amlfecs
recei ved, but
received, but wi/1
will expense
expense out
out th
thee nnet
et amou11ts
amounts asas aa "producer paya ble" 1111/il
'erodllcerpayable" until suc/1
such time
time that
that thefl!m
Ihejilm h as achieved profltability;
has profitability;
thereafte,; the
Ihereafler; the ownership
ownership and asset
asset va!ue
value of th efl/111 may be
ofthefilm bu capita!izedfor
capilalizedfor th(hee beneflt
benefit ofHHSE.
*** Base
*** Base Va fu e of
Value ofCompany's Grip &
Company's Grip & Electric
E!ectric Truck
Thick (/
(I 999 Ford F-80)
F—80) has bee11
been reduced by
by $10,000
$1 0,000 during
[luring Q4 to
to better
better rejlect
reflect
prese11/ 111arket
present market va!ue.
value.
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.
LIABILITIES AND
LIABTLITIES ANO STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts Payable
Accounts Payable $$ 148,522
148,522
Accrued Royalties
.Accrued Royalties $$ 303,829
303,829
Producer
Pmducer Acquisition
Acquisition Advances Due $$ 157.260
157.260
Accrued
Accmed Wages $$ o
0
Payroll
Payroll Taxes
Taxes Payable
Payable $$ 5,585
5.585
NB Cal
Cal AFTL
AFIL P&A
P&A Loan $S 334 , 188
334,1 88
Hounddog P&A Note Note (Weinreb)
(Wcinreb) $S 826,624
Other
Other Bank Note $$ 23 ,843
23,843
LONG-TERM LlABILlLTIES
LIABILILTIES
Long-Tem1
Long-Term Payables
Payables (including
(including lnterstar
Interstar & Bedrock)
Bedrock) $$ 2,753,427
2,753,427
Assignment
Assignment oflntl.
ofIntl. Sales
Sales Net to Production
Net to Production $$ 1,500,000
1.500‘000
Executive
Executive Sala1y
Salaly Defem1ls
Dcfenals $$ 1,063,996
1,063,996
OfficerNotes
OfliccrNotcs Payable
Payable $$ 169,840
169,840
SHAREHOLDER'S EQUITY
Common Stock (583,732,365 shares
Stock (583,732,365 shares
issued and
issued and outstanding)*
outstanding)* $$ 20,468,05
20,468.0588
Retained
Retained Earnings
Earnings $
S 4,469,539
4,469,539
TOTAL SHAREHOLDER'S
SHAREHOLDERS EQUITY $
S 24,937,597
24,937.597
$$ 32,224,711
32,224,71 l
** Share
Share 1111mber
numberdaesdoes 110/
no! include 6,200,000 shares
include 6,200,000 shares and 1,700,000 shares
am! 1,700,000 previously issued
slmrespreviously issued to
to Greenwood
Greenwoud Finan cia/, which ha
Financial, ve
have
since
since been
been retired
retired // returned
returned to
ta treas111y
treasury as
as unissued
unissued orare
or are in
in the process of
(lie pmcesx cancellation.
qfcmzcellation.
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HANNOVER
HAN NOVER HOUSE, TNC.
INC.
CHANGE 1N
CHANCE SHAREE STRUCTURE DURING REPORTING PERIOD
IN SI-1.AR PER10D
DECEMBER 31,
31 , 2013
Cha nge
Change
During
Share Structure Description
Share Structure Description 12/3 1/2013
12/31/2013 9/30/2013 Quarter
Unrestricted
Unrestricted Common Stock*
Stock* 449,580,622
449,580,622 424,437 ,77 1
424,437,771 25.412.851
25.412.851
Rest1icted
Restricted Common Stock
Stock 130,65
130.65 1,743
1,743 138,651
138,65 ,743
.743
l (8,000,000)
(8,000,000)
COMMON STOCK ISSUED* ISSUED* 580,232,365
580,232,365 563 ,089,514
563,089,5 l4 17, 142,85 1
l7,l42.85|
COMMON STOCK AUTHORIZED 600,000,000
600,000,000 600,000,000
600,000,000 o0
Prefe1red Shares Issued
Preferred Shares Issued 1,000,000
1,000,000 1,000,000
1,000,000 o0
PrefeITcd Shares
Preferred Shares Autho rized
Authorized 10,000,000
|0,000,()00 10,000,000
10,000,000 o0
Total Beneficial Owners
Total Beneficial 342
342 343 ((I)
l)
(per
(per Bmadridge)
Bmadridge)
Total
Total Shareholders
Shareholders of
of Record 183 185
I85 (2)
(2)
(per
(per Standa,d Registra,)
Standard Regislrar)
** Total count o/
Total counf Unrestricted Co111111on
ofUnrestricted Common Stock
Stack does
does not
nut include
include the
l/ze reduction o/6.2-mm shares
reduction 0f6.2-mm shares and
anu’ 1. 7-mm slmresfi'am
1.7—mm sharesfrom a cancelled
ca11celled
1ransactio111vith Greemvood
lransaclion with Greenwood Finance
Finance Gro11p,
Group, LLC,
LLC, whic/1
which was
was termi11a1ed
terminated during
during Q4,
Q4, 2013,
201 3, but
bu! not
no! rejlected
reflecled in
in !he share
I/zex/m/‘e cv1111l
count lotals
(utals
until after
1111/il Jan. 8,
aflerJun. 8, 20 14.
2014.
Page 99
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members of of ali
all partles. Time is
parties. Time is of
of the essence reading
the essence reading all
all terms and conditions
conditions of
of
this Agreement. Notices shall be by First
this Agreement. Notices shall be by First Class Class US Mail, postage
Mail, postage prepaid
prepaid to either
to either
party at
party at the address set
the address set forth
forth hereln, above, whlch address may be changed by
herein, above, by any
any
party by
party by notfce
notice asas provided
provided for
for h.ereln.
herein. This
This Agreement may not be assigned
assigned except
except
ln
in writing
writing and approved by by ali
all parties.
parties.
14.
14. AUDIT: Licensor shall
AUDIT: Licensor shall have the right
have the right to audit aH
to audít all of
of Dlstributor's books and records
Dlstributor’s books records
relating to sales,
relating to sales, collections
coliec’tlons and expenses for the title
and expenses for the title up to
to twice
twice per year,
year, at
at
Licensor's expense. In
Licensor’s expense. In the event that
the event that the results of
the results of suth
such al)dlt revel a
audit r~vel shortfall in
a shortfall in
payments
payments due to licensor
due to Licensor ofof more than than two anpand percent (2.0%), Dlstributor
percent (2.0%), Distributor shall
shall
conducted during
<;onduct~d during c.customary business hours at
u.stomary business the principal location of.Dístributór's
at the principal location of Distributor‘s
business
business ín
in Springdale;
Springdale, Arkansas.
Arkansas. Any
Any shortfall
shortfall disclosed
disclosed by shall be paid to
by the audit shall
Ucensor
Llcensor withln
within fifteen
fifteen (15)
(15) days
days of of notlce
notice of
of such amount. In In additiol"!,
addition, Distributor
Distributor
agrees to issue to licensor cf
agrees to issue to licensor detailed etailed statements
statements on a
a monthly basis
basis for the flrst
first six
six
15.
15. COPIES.
COPIES. Dlstributor shall prov,ide
Distributor shall provide Ucensor with thirty
Licensor with thirty (30)
(30) copies of the DVD free
ofthe free of
of
charge.
charge.
Approved
3 LLL
Dated. 96
7m Lice or
v; b1,
I
300‘ fih \u w?a—W
Oated;
Dated: - - - - - -
Olstributor
Distributor
ORIGIN -— 1211
1211
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As of 12-31-2013
2-3 l-2013,, there
I there were
were no
no funhcr
further changes
changes of"control".
of“control”.
As of 12-31-2013, there were
2-3 ~20 3, there
l l l were n0
no increases
increases of
of 10% or more
0% or more ofthc samc class
ofthc same
1 class ofoutstanding
ofoutstanding equity securities.
equity securities.
Duri ng the
During the quarterly
quafierly repo1 ting period
reponing period end ing 12-31-2013,
ending 12-3 1-20 13, thethe Company issued issued a a total
to tal of 17,142,851
17,142,85 1 shares of stock, ofwhich
shares ofslock, of which
13,291,000 were issued
13,291,000 were to Graham Financial
issued to Financia! Services, lnc. (or
Services, lnc. (or their
their assignees),
assignees), as as per
per aa previously
previously disclosed
disclosed Debt
Debt Conversion
Conversion
transaction (principal
transaction (principal creditors benefi lling from
creditors benefitting from the proceeds oflhis
the proceeds ofthis transaclion include Bedrock
transaction include Yentures, Delive1
Bedrock Ventures. Deliveryy Your Audience,
Your Audience.
Fantastic Films, Hollywood
Fantastic Films, Hollywood Reporter
Reporter and Tribune Entertainment).
and Tribune Entertainment). AlsoAlso during
during the the quarter.
quarter, company issued
issued aa total
total of
of 1,851,851 shares
1,85 1,851 shares
to
to Maremmano Corp.
Corp. as
as a separate Debt Conversion
a separate transaction, proceeds
Conversion transaction, procceds fromfro m which werewere paid
paid by
by Marcmmano
Maremmano to to reduce eligible
rcducc eligible
balances due to
balances to Shoreline
Shoreline Entertainment/Mainsai
Entcnainmcnt/Mainsaill Films
Films and Dcluxe Laboratories. Onc-million each
Dcluxc Laboratories. each of
of restrictcd
restricted shares
shares wcrc also
also
issued
issued during
during Q4 as as compensation
compensation forfor outside business consultants
outside business consultants to to Mohawk Management
Management and AhnumeAhnumc Business Consu ltants. A
Consultants. A
previously executed
previously contract with
executed contract Grecnwood Financia]
with Greenwood Services, LLC for
Financial Services, for aa planned
planned Debt Conversion was cancelled
Conversion was cancelled during
during Q4;
Q4; thc
thc
shares
shares issued for that
issued for transaction (6.2-million
that transaction (6.2-mill ion and l.7-million)
1.7-mi ll ion) were
were subsequently cancelled. As ofthe
subsequently cancelled. of the date
date ofthis
of this rcpo1t, the 6.2
repon. the 6.2--
million quantity
million quantity has
has been
been returned
retumed to
t0 Treasu,y
Treasuly Stock
Stock ami
and the
the 1.7-mill ion
1.7-million shares
shares are
are in
in the
the process
process ofcancellation.
ofcancellation.
Business
Business of lssuer —
of Issuer The SIC
-- The SIC Codes
Codes most
most closely
closely conforming
confo1ming to the Company’s
lo the Company's business
business acti vities are:
activities 7822 (Services -— Motion
are: 7822 Motion
Pict11re
Picture && e d
Video
eo Tape
Tape Distribution)
Distribution) and
and 2731
2731 (Books:
(Books: Publishing).
Publishing). The Company is
is cLmently
cun'ently operating.
operating. At no time
time has
has the
the Company
cver been
cver been a21 "shell
“shell company" as
company” defined in
as defined in the
thc guidclines.
guidelines.
Through the
Through the operating
operating entity
entity of "Hannover House,”
of “Hannover House," thc
the Company is is act ively in
actively volved with
involved with the
the production,
production, acq ui sition and
acquisition and
di st1ibution of
distn'bution entertainment products
ofentcrtainment products into the USA and
into the Canadian markets,
and Canadian markets, including
including theatrical
theatrical films,
films, home video
video releases.
releases, rights
rights
licenses of films and
licenses offilms videos t0
and videos to Video-On-Demand platfo rms und
Video-On-Dcmand platforms ami television,
telev ision, as wcll as
as wcll publishing (includi
as book publishing ng printed
(including pri ntcd editions
ecl itions
and electronic " E-Book" formats).
and electronic “E-Book” formats).
FlLMS &
FILMS & VIDEOS -— Mogf'éfthe-film
Most ofthe film and and video
video titles that are
titles that are distributed
di strib uted byby the
the Company are "acquired" ovotherwise
Coinéén‘y hré‘“acquire'd” or othe1wise licensed-frqm'
licensed from
third-party suppliers,
flird‘xpaitfiifpplmfien often production
production companies
companies or
or media
media companies
companies seeking
seeking to
to expand their
their income and market
market reach
reach through aa
thfough
rclationship
relationship with
with Hannover
Hannover House.
House. Sorne
Some of the
ofthe prope1 ties
properties distributed
distributed by
by the
the Company are
arc "sales
“sales agenqv”
agency" ven tu res,
ventures, in which
in which thc
thc
Company performs certain
COmpany performs sales & marketing
certain sales functions on
marketing fimctions behalfoft he owners
0n behalfofthe owners ofthe properties,
properties, as as opposed to having the
Io having the Company
Company
actually purchase or
actually purchase or othe1 w ise license
otherwise license rights
rights into
into the
the property.
propc1ty. Historical
Historically,ly, most
most ofthe titles so
ofthc titles soldld by
by the Company were werc under
undcr such
such
"sales agency" ventures. However,
"fvaleifigency’iventures. beginning in
However, beginning in 20
20101O with
with the mergcr ofHannovcr
thc merger of Hanno ver House and ancl Target
Target Developmcnt
Development Group, Group, lnc..
lnc., the
the
Company
Company began began moving
moving away away from from "sales
“sales agency” ven tures and
agency" ventures pursui ng actual
and pumuing actual rights-licensing / acq uisition structures fo r new
rights-licensing / acquisition structures for new
tilles.
titles. Examples
Examples of of "sales agency” tilles
“sales agency" titles wo
woulduld include "Hounddog" from
include “Hounddog” from Empire Film Film Group and and "Grand Champion" fiom
“Grand Champion" from
American Family Movies; examples of
American Family Movies; examples of rights—licensed rights-licensed titles
titles wo uld
would include
include “Twelve”
"1\vclve" from
from Gaumont and "Turtlc:
“Turtle: The
Thc Incredible
Incrcdiblc
Journey” from
Journcy" from Sola-Media.
Sola-Media. The The Company benefits from
Company benefits from rights-liccnsed
rights-licenscd titles
titles over sales-ageacy titles
over sales-ugcncy in aa variety
titles in variety ofways:
ofways: a). a). thc fees
the fees
to the Company are
lo the Company arc usuallyusually higher
higher under
under rights
rights licenses,
licenses, b ).
b). the
the duration
duration of the
ofthe tcnns
terms of reprcsentat
representationion rights
rights are
arc usual
usually ly longer
longer for
for
rirights
ghts licenses,
licenses, and
and c).
c). titles
titles fa ll
fallinging under
under rights-
rights- liccnses
licenses providc
provide the
the Company with
with addit ional
additional balance
balance sheet
sheet and
and col lateral
collateral bcncfits.
benefits.
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_
1-clease ofFil
release ms & Videos
ofFilms is twenty-seven
Videos is twenty-seven percent
percent (27%).
(27%).
BOOKS// E-BOOKS —
BOOKS - The
The Company
Company remains
remains acti ve in
active in the
the acquisition
acquisition and licensing
licensing ofpublishing
of publishing rights
ri ghts to
to printed books and e-
pn'nted books e-
Books. The
Books. The gross margins eamed
gross margins by the
earned by the Compan
Companyy inin the
the release
release o[ Books are
ofBooks are generall
generallyy much hi gher than
higher than the
the margins derived
margins deri ved from
from
the release of
the release Film and
ofFilm and Video
Video properties;
properties; howevcr,
however, the upside revenue
the upside potential for
revenue potential for books is
is usually
usually notas high as
not as high the potential
as the potcntial for
for
the operating
thc operating andand releasing
releasing division
division entity
entity for
for al
alli consumcr
consumer products.
products. Bookworks,
Bookworks, Inc.,
Inc., is
is a
a special
special purpose
purpose entity
entity established
established for
for the
thc
servieing ofbook and
servicing publishing ventures,
and publishing ventures, and more
more recently,
recently, used
used forfor Screen
Screen Actors Guild productions.
productions.
As of
of J12-31-2013
2-31 -2013 and
and remaining
remaining true through the
true through date of
the date of this
this fi l ing, the
filing, the Company docs
docs not
not fo resee any
foresee any probable
probable or
or existing
existing
govemmental regulations
govcmmental as having
regulations as hav ing an
an ad verse 0r
adverse or matefial
material impact
impact toto the opcrations.
the opcmtions.
As of 12-31[-201
ofl2-3 -2013, the Company
3, the Company had
had 6
6 fu q
ll-time emp
u-time loyees.
employees.
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3.htm
The nature
nature ofproducts
ofproducts and services offered:
services offered:
A.
A. Thc principal products
The principal products ofthe
ofthe Company,
Company, and
and their respective markets
their respective markets are:
are:
1.
i. Theatrical fil ms -— released
Theatrical films to theatres
released to theatres in
in thc Unitcd Statcs
Ihc United States
11 .
ii. Home Video
Video Products
Products (DVDs,
(DVDs, Blu-Rays,
Blu-Rays, Digital Copies) -— released
Digital Copies) released to
to video specialty
specialty retailers,
retailem, mass-
mass-
merchandisers, bookstores, schools, libraries and renta
merchandisers, bookstores, schools, libraries and rental ! outlets
outlets (including
(including kiosks)
kiosks) in
in the
the United States
States and Canada;
111.
iii. Video-On-Dcmand releases —
Video-On-Demand releases - films
fi lms and
and videos
videos offered fo r di
offered for rect '‘in-homc
direct in-home Viewing’
viewing ' by
by consumem
consumers via a variety
via a variety of
of
service providers.
scrvicc providers.
1v.
iv. Books
Books and E-Books — sold
and E-Books- through bookstorcs,
sold through bookstores, schools, li braries, intemct
schools, libraries, intemet retailers
retailers and
and streamed thro ugh aa variety
streamed through variety of
e-Book platfonns.
c-Book platforms.
B.
B. The primary
Thc primary distribution methods used
distribution methods used by
by thc
the Company
Company for ali consumer
for all consumer product
product goods
goods can
can be
be categori zed as:
categorized as: "two-step
“two-stcp
wholesale"
wholesale" distri bution (wherein
distribution the Company sells
(wherein the sells its products 10
its products to an
2m authorized wholesale distrib uto r, which in
distributor, in tum,
tum,
resells
resells the products to
the products to retailers
retailers or
or consumers) and "direct
consumers) and distribution" wherein
"direct distribution" wherein the
the Company sells
sells its products di
its products rectly to
directly t0
consumers
consumers or directly Io
or directly to the
the end-uscr
end-user retailer.
retail er.
C.
C. The Company has
Thc Company has annou nced, and included
announced, in previously
included in previously published
published di sclosures, aa listing
disclosures, listing ofsome ofthe principal,
ofsomc ofthc principal, upcoming
theatrical films that
theatrical films that wi ll also
will be released
also be released onto home
home vidco
video formats.
fom1ats.
D.
D. Competi
Competitive Position -— The Company competes
tive Position competes for
for thcatn'cal
theatrical screens
screens and retail (home
and retail video) shelfspacc
(home video) shelfs pace against
against seven
seven (7)
(7)
Major Studio
Studio suppliers
sup pliers and approximately
approx imately eight
eight (8)
(8) independent studio suppliers.
independent studio suppliers. W hile ali
While all of the Major Studio
ofthc Studio competitors
competitors
operate their own
operate thcir (in-house) home video
own (in-house) video distribution
distribution divisions,
divisions, only three ofthe
only three of the independent
independent studio
studio suppliers
suppliers operate both
opemtc both
theatrically and in
theatrically the home video
in thc video markets.
markets. Operating a a home
homc video
video releasing label “in-house”
releasing label " in-house" provides
provides the
thc Company with
wi th
an
an ad van tage in
advantage in the
the solicitation of tilles for
solicitation oftitles acquisition, as
for acquisition, as well
well as provides greater
as provides greater control
control over
over the Company's cash—llow
the Company’s cash-flow
and
and corpomte
corporate goals.
goals.
E.
E. Materials Suppliers -— The principal
Materials and Suppliers pri ncipal serv
sewiceice providms
pro viders tolo the
the Company are li sted in
are listed in detail
detail inin this
this disclosure, below.
disclosure, below.
The principal suppliers
Thc principal suppliers ofof new release
release filmfi lm and video products include
video products include thc the following
fo llowing producti
production on companies
companies and and
programming sources
programming sources (listed
(listed alphabetically): Allegheny Tmage
alplzabelicallfl: Allegheny Image Factory;
Factory; American
American Family Famil y Movies;
Movies; Associated
Associated
Television; Atlas
Television; Atlas Films;
Films; BerVon Entertainment;
Entertainment; CincticCinetic MedMedia;ia; Dayb reak Pictu
Daybleak Pictures;res; Empire
Empire Film
Film Group,
Group, T nc.; Eurocine
Inc.; Eu_rocinc
Intemational;
Intcmational; Gaumont, SA; SA; Origin;Motion
Origin Motion Picturé§;?;-Plaza
Pictures; Plaza Entertainment,
Entertainment, Inc. Inc.;; Phoenix
Bhoenix Entertainment;
Entenainmcnt; PhocnixI’Hocnix
Releasing Group; Sola-Media,
Eglcasing Sola-Media, GmbH
GmbH;; Shorelinc Entertainment; Studio
Shoreline Entcnainmcm; Studio 3 3 Ente1 tai nment; PWI-Veracruz
Entertainment; PWI-chcruz Entertainment.
Entertainment.
The principal
principal suppliers
suppliers of books
books foforr the
the Company to Io publish
publish include
include (li sted alphabetica
(listed alphabetically):lly): James
James Danielson,
Danielson, Phi! Phil
Goodman,
Goodman, Brenda Hancock, Vivían Kap
Hancock, Vivian lan, Barr
Kaplan, Barr McClellan
McClellan and and Vivian
Vivían Schill
Schilling.ing. The Company sees sees nono shor1age
shortage of of
properties avai
propenies lable for
available acquisition in
foracquisition in any
any of the appl
ofthe icable media.
applicable medi a.
F. Dependence
371
Dependence on 0n Major Customers -— Two of the Company's current
ofthc current customers
customers as of 12-3
as of 1-20 13 contributed
l2-31-2013 contributed fifteen
fificen
percent (15%) or
percent or more to to the
the overall,
overall, an nuali zed sales
annualized sales revenues. Wal-Mart Stores,
revenues. Wal-Man Inc. (inclusive
Stores, Inc. (inclusive o off sales
sa les to
to their
their
SAM’S
SAM'S Clubs di vision), has been
division), been purchasing
purchasing most most ool‘thc
fthe Company's new release release DVD titles..titles .. The Company
Company does docs notnot
see the Wal-Mart market
sec the market share
share asan unhealthy dependence
as an unhealthy dependence 0n on aa key
key customer,
customer, as as Wal-Mart
Wal—Mart constitutes
constitutes a much smaller
a much smaller
share
share of the Company's
ofthc overall revenues
Company’s ovemll revenues than than foforrman
manyy Major
Maj or Studi os, and
Studios, and thethe Company docs does notnot anticipate
anticipate thatthat the
lhc
growth inin sales
sales to Wal-Mart Stores,
to Wal-Man Stores, 1110.,
lnc., will
will grow disproportionately
disproportionately with the Company's
with the Company’s other other customers.
customers. Revolution
Revolution
lntemational has
lntemational has commenced acti vities for
activities for thc
the international
intemational salessales and
and licensing
li censing of higher-end properties
of higher-end prope11ies owned or or
co ntrollcd by
controlled by the Company, the revenue results
the revenue for which
results for which also exceed the
also exceed fi fteen percent
the fifieen percent (15%)
(15%) threshold of total,
threshold oflotal,
annualized revenues. The Co mpany does
Company docs no nott fccl
feel that
that the
the rapidly
rapidly growing sales revcnues being
sales revenues bcing realized
rcalized from
from thethc
intern atio nal markets poses
international poses an unreasonablc or
an unreasonable viable th
or viable reat to
threat to opemtions,
operations, as as sales
sales are
arc cumulative
cumulative over ovcr mu ltiple
multiple
licensing agreements for
licensing for specific teITitories, media
specific territories, and titles.
media and titles.
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G. The
G. Company does
The Company does not
not own or
or contro
controll any
any patents,
paten ts, franchise or concessions.
fmnchise or concessions. The licenses
I icen ses and royalty
royalty agreemen ts fall
agreements fall under
under
the categol)'
the category ofbeing part ofthe
ofbeing pan ofthc ord in al)' course
ordinary course ofbusincss.
ofbusincss.
H. The company
H. The company does not need
does not need any
any govemmen
governmentt approvals
approvals ofprincipal products 0r
ofprincipal products or services.
services.
Itcm 3 Quantitativc
ltcm 3 Quantitative and Qualitativc Disclosurcs About
Qualitative Disclosures A bout Markct
Market Risk
lnvestment in
Investment in the
the Company's
Company's Stock bears similar
Stock bears similar risks
risks as
as may cxist with other
exist with other stocks
stocks trad ing on lhc
trading the OTC Markets board. board. The trading
trading
price for Company's
price for Company's Stock
Stock Shares can vary
Shares can val)' significantl
significantly y based
bascd upon
upon aa variety of factors
variety of factors unrelated
unrelated to the Company's actual
to thc value or
actual value 0r
revenue achievements.
revenue achievements. On On anan accrual basis, the
accrual basis, thc Company is generati ng profits
is generating profits each
each qua11er, with regular
quarter, with regular DVD and Blu-Ray product product
sales supplemented with
sales supplemented with long-term
long-tenn receivables
receivables for for Subscription
Subscription Video-On-Demand and Television sales.
and Television sales. However,
However, on on aa cash-flow
cash-flow
basis, the
basis, the Company's cash resources
Company's cash resources are oft:en strained
are ofien strained byby immediate
immediate andand long-tenn
long-term debt
debt obligations.
obligations. SomeSorne investors
investoxs ami shareholclers
and shareholdels
have
have expressed discomfort with
expressed discomfon with the Company's persistently
the Company's persistentl y tight
tight cash
cash position,
position , which
which has been the
has been the result
result of balancing
balanci ng ongoing
operational neecls with
operational needs with debt
debt management and and new release activ ities against
release activities product cash
against product flows. Conversely,
cash flows. Conversely, many shareholclers
shareholders have
also expressed resistance
also expressed to the
resistance to the concept
concept of of issuing
issuing equity
equity sharcs under "debt
shares under "debt conversion" structures,
structures, which would relieve relieve much ofthe
ofthe
cash-flow burdens but
cash-flow burdens but would
would result in aa dilution
result in dilution ofshareholder
ofshareholder equity. Accordingly, management has
equity. Accordingly, has worked to to find the best
find the best balance
balance
of
of maximizing
maximizing shareholder
shareholder value and retum,
value and retum , whi
whilele minimizing
minimizing equity
equity dilution activ ities. There can bc
dilution activities. be no assurance
assurance that ongoing
that ongoing
cash flow from
cash flow from product
product sales
sales will
will,, by
by itself, be sufficient
itself, be sufficient to meet the
to mcc: the Company's combined operational, debt-management and
operational, dcbt-managcmem and growth
growth
needs. To
needs. address thc
To address Company's cash
thc Company's posit ion, management
cash position, manage mcnt has has in itiated an
initiated an agreement with an
agreement with an Accoun
Accounts ts Receivable-based lender,
Receivablc-based lender,
to accelerate
to accelerate cash
cash flow
flow from cunent product
from cun‘enl product sales
sales and
and th us facilitate
thus facilitate faster
faster growth into into new areas
arcas (such
(such as the Company's
as the
"VODwiz.com" streaming venture), as
streaming venture), well as
as well as to provide working
t0 provide wo rking capital to enable
capital t0 enable the
the Company's Film Film and Television
Television Rights
Rights
Libra!)'
Library to be more
to be more efficiently
efficiently exploited.
exploited.
While there
there are no material
are n0 threats at
material threats at prcscnt
present toto the
the Company's ongoing viability,
viability, there
there can bebe no assurance that the
assurance that the majori
majorityty oflong-
oflong-
term
term creditors will continue
creditors will continue to to comply
comply withwith debt reduction and
debt reduction and installment payment agreements.
installment payment wh ile the
agreements. And while the Company
Company continues
continues
to generate DVD and
to generate and Blu-Ray sales
sales to
to majo
majorr retailers
retailels (and
(and Video-On-Demand
Vidco-On-Demand contracts
contracts through majorr VOD
the majo
through the YOD portals),
portals), there can be
thcrc can be
no
no assurance that cu1Tent
assurance that current and pastpast sales perform ance will
sales pcrfonnancc will contin
continueue into
into the
the future.
future. The remedies
remedies available
available to thc Company fo
to thc forr
continued viability
continued and growth
viability and growth areare revenues
revenues from from product
product sales and licenses,
sales and lieenses, credit
credit arrangements
arrangements (both with lenders
(both with lenders an<l
and suppl iers)
suppliem)
and
and stock-equity opportunities (ranging
stock—equity opportunities (ranging from
from shelf-registration of new shares
shelf-registmtion ofnew shares to "debt-conversion" ventures
to "debt-conversion" ventures toto alleviate the cash-flow
alleviate the cash-flow
burden from older,
burden from older, qualifying
qualifying payables).
payables). Investment
Investment in in the
the Company's StockStock Shares bears significant
Shares bears significant risks,
risks, as well as
as well as significan!
significant
upside potential. The "Priee-Eamings
upside potential. "Price-Eamings Ratio"Ratio" forfor publicly-tmded
publicly-traded entertainment
entenainment stocks in the
stocks in area ofactivity
the Company's area results in
ofactivity results in an
an
average PIE mte
average P/E rate of22 -times. The eurrent
of22-times. PIE ratio
current P/E ratio for
for Company's
Company‘s s(Hannover
S(Hannovcr House's)
House's) isis 5.8, suggesting that
5.8, suggesting the shares
that the shares are
arc cunently
currently
trading
trading ata price that
at a price that is
is undewalued
undervalued by by aa factorofapproximatc
factor ofapproximatcly ly 4-times
4-times when
when compared
compared to to the
the industiy
industry average.
average.
Trading
deing volume in in Company's stock
stock isis averages
averages app roximately 1,
approximately sharcs per
100,000 shares
1,100,000 per day,
day, suggcsting that investments
suggesting that investments 111 the
in the
Company's stock
stock may not be
may not be as
as easi ly orquickly
easily or quickly resold
reso ld as
as some other
other stock
stock oflerings.
ofi‘crings.
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‘
Item 4.
Item Controls and Procedures
4. Controls Procedures -- Evaluation
Evaluation ofDisclosure Controls and ancl Procedures
Proccdurcs
The term
The tenn "disclosure controls and
“disclosure controls procedures" is
and procedures” is defined
dcfincd in Rules 1321-1
in Rules l 3a-15(e)
S(c) and I 5d-l 5(e)
lSd-l of the Securities
S(e) ofthc Securi ties Exchange Act
Act of
of 1934
1934 as
as
amended
amended (the "Exchange Act").
(the “Exchange These rules
Act”). These mies lefer
refer to the controls
to the controls ancl
21nd other procedures ofa
other procedures of a company
compan y that
that are designed to
arc designed t0 ensure
cnsum that
that
infomrntion required
information required to
to be
be disclosed by aa
disclosed by company
company in
in the rcports that
the reports that itit files
files or submits under the
or submits Exehangc Act
thc Exchange Aet is
is recorded,
recorded,
proeessed, summarized
processed, and reported
summarized and reported within required time
within required time periods
periods specified in the
specified in the SEC’S
SEC's rules
rules and fonns,
fonns, 21nd
and that
that such
such infommtion
information isis
accumulated
accumulated and communicated to
and communicated to management,
management, including our ChiefExecuti
including our ChicfExecutiveve Officer
Officer ami Chief Financial Officer,
and ChiefFinancial as appro
Officer, as priate, t0
appropriate. to
allow timely deeisions
allow timely decisions regarding requi red disclosure.
regarding required disclosure.
As ofDecember
As ofDeccmber 33 1, 2013
201 3 ,thc
l , , the end
end ofthe period covered
ofthe period covered by
by thi
thiss report,
report, the
the Company catTied out an
can‘icd out evaluation under
an evaluation undcr thc
thc superv ision
supervision
and with
and the participation
with the participation ofour
of our ChiefExeculive
ChiefExecutive Officer and President
Officer and President Ofthc
ofthe effectiven css of
clfcctivcness our disclosure
ofour disclosure contro ls and procedures.
controls procedures.
Our Chief Executi
Our Chief ve Officer
Executive Officer and
and Chief
Chief Financia! Officer have
Financial Officer have concluded
concluded that
that such controls and procedures
such controls procedu res were
we re effective
effective as
as of
of
December 31
3 l,, 2013
201 3 . .
Changcs in Internal
Changes in Interna) Control ovcr Financia) Rcporting
over Financial Reporting
As required
As required by Rule 1321-1
by Rule l 3a-I 5(d)
5(d) ofthe Exchange Act,
ofthe Exchange Act, the Company, under
(he Company, under the supe1v ision and
lhe supervision and with
with the participation ofthe
the punicipmion ofthe Company's
Company‘s
management, including
management, including the
the ChiefExecutive
Chi efExecutive Officer
Officer and
and Chief Financial Officer,
ChiefFinancial Officer, al so evaluated
also whether any
evaluated whether any
changes occun-ed t0
changes occurred to the Company's internal
the Company’s interna! control
control over
over financia! repo1ting dun'ng
financial rcponing during the
the period
period covcred by this
covered by this repott that have
rcpon that have
materiall y affected,
materially afiected, orare
orare reasonably likely to
reasonably likely to materially
materially affect, such control.
afi'ect, such control. Based on
Based 011 that evaluation, there has been
that evaluation, thcrc has bcen no such
such
change during the
change during the period
peri od covered
covered by
by this report.
this report.
ltem
Itcm l.
1. Lega
Legall Proceedings
Proceeclings
As ofDecember3
ofDecember 3 1, 2013
20 3,, the
l
,the Company was not
l not involved
in vo lved in
in any
any open
open ornon-adjudicatcd
or non-adj udicated litigation
litigation matters.
matters.
Item lA.
1A. Risk Facto rs
Factors
Other than
Other as
than as set fo rth in
set forth this FORM lO-Q
in this 10-Q filin g, there
filing, there are no specific
are n0 specific risk facto1-s relating
risk factors to the
relating to the Company's
Company's securities
securities that
that are
arc not
not
uni versally applicable
universally app licabl e to
to other equiti es trading
other equities trading on
on the
the OTC Markets.
Markets.
Pagc 15
Page 15
The cessation ofemployment by
The cessation by either
either Parkinson
Parkinson or
0r Sh efte could
Shcfie cou ld have
have aa material
material and ncgati vc impact
and negative impact 0n
on the
the Company, as cutTent
Company, as cumml
cash flows
cash flows would
would not
not facilitate
faci li tate the
the hiri ng of
hiring comparabl y qualified
Ofcompalably qualificd executives,
executives, and thc loss
and thc loss of Parkinson as
ofParkinson as "key
"key man" cou ld result
could rcsul t in
in
multiple title
multiple title agreement
agreement cancellations.
cancellations.
ltem
Item 2. Unregistercd Sa
2. Unregistered les of
Sales Equity Securities
oquuity Sccuritics and Use of Procccds.
ofProcccds.
Not applicable
Not applicable to
to Issuer.
Issuer.
Item 3.
3. Defaults U pon Senior Securities
Upon Securities
No t applicable
Not applicable to
t0 lssuer.
Issuer.
ltem
Item 4.
4. Submission ofMatters
of'Matters to
to aa Vote oi'Security
ofSecurity Holders.
Holders.
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Not
Not applicab le to
applicable to lssuer.
Issuer.
ltem
Item S.
5. Other
Other Jnformation.
Information.
None.
None.
Item
Item 6.
6. Exhibits
Exhibits
None.
None.
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b).
b). h. reasonable amount of
A reasonable of art
art elements dfg_ltal graphlc
elements and digital still Images
graphic still itnages from
from the
the
productJon whlch are of
production of a q!,Jality and q~~_
quaIity an~ ntity that
quantity that wC>uld be suitable
would be suitabfe for the
for the
creatlon
creation of
of advertislng packaglng, as
advertising and packaglng, as reélsonably
reasonably requested
requested by Dlstrlbufor; and,
by Distributor,- and,
e).
c). -Documentation
Documentation evfdenclng
evidencing .Licensor's authority to
.Licensor’s authortty to enter
enter ·fnto this Agre~ment,
Into thls Agreement,
ínciudlng, but not
including, but fimlted to
not limited customary ªchaln-of-tltlé
to customary documentation, music rights
”chaln-of—title” documentatlon, muslc rights
and gulld
guild obligations~
obligations.
7.
7. D15TRl8UTI0ti FEE. D!stributor
DISTRIBUTioN FEE.. shalf recelve
Distributor shall Disulbution Fee of
receive a Dlstrlbution of twenty five percent
twenty fl've percent
(25%). of ali
(25%) of Gross Revenues
all Gross Revenues received
received on
on account
account ofof the
the e-xploitation
exploitation ofof the
the
Dlstrlbution
Distribution Rlghts,.
Rights, before
before deduction for the
deduction for recoupment by
the recoupment by Olstrlbutor of ali
Distributor of of lts
all of Its
Distribution Costs
Distribution Costs and Expenses.
Expeo~s. Toe Dis.tr"í~crtion Fee
The Distribution Fee shall Inclusive .of
be loclu~ive
shall be third
of third
party subdistrjbutor
party fees, if
subdistrlbutor fees, if any.
any.
8. DiSTRIBUTION
8. Gross Retelpts
DISTRIBUTION OF GROSS RECEIPTS: Gross Receipts derived from the
derived from the dlstributlon
distribution
and all
all ~xploltatlo-
exploitation of the
n of Film sh¡¡II
the Fllrri be divlded
shall be between the
divided between the parttes as follows
parties as follows and
and In
in
the folfowing (1) Distributór
order: (1}
following order: shall rétain
DistributOr shall retain and· be pald
and' i3 distributión
paid lts fee of
distributiOn fee of
twenty füte
twenty percent (25%)
fiVe percent (25%) caftulated from the
caICUlated from fist dollar
the fist dollar of gross Recef
of gross pts. (2)
Receipts. (2) Next,
Next,
Oistributor
Distributor shall
shall retaln
retain and be paid recoupment
be paid recouptnent of of all
all of
of its actual dlreCt,
its actual dlrect, thlrd party
third party
out
out of pocket cost:s
of packet costs arid
and expenses incurred in
expenses incurred in the di"stributíon, mark~tlng;
the distribution, marketing, ady~rtising,
advertising,
promotlon, manufacturlng and fuffillment
promotion, manufacturing fulfillment of the film
of the film!.. (3)
(3) The balance
balance shall
shall be pald
be pald
to Lfcensor.
to Llcensor.
9. CONTINGENCIES ANO
9. CONTINGENCIES AND CONDITIONS,
CONDITIONS: Upen by the
exec.ution by
Upon execution partí~ or
the parties or their
their
~p'ectlve
respective r-epresentatives
representatives (or
(or mutual email confüm.atJons)~
mutual emafl this Agreement
confirmations), this shaJI be
Ag,:eement shall b'e
a binding and
a b{ndlng and enforceable Agreernent between
enforceable Agreement between 1;he parties. However,
the parties. However, Distrlbutors
Distribu‘tor’s
(a).
(a). Wi,t hin ten
Within ten (10) business days
(10) business after the
days after executlon of
the execution of thls Agreement, Ucensor
this Agreement, Llcensor
shall delivery to
shall make delivery to Dfstributor ”Due Diligence
(the NOue
Distributor (the lnformatlon"): (1)
Diligence Information”): (i) documents
documents
wh.lch evidence
which evidence wh_at Is customarllv.
what ls customarily called “chain of
called "chain tltle," In
of title,” In the
the film industry, i.e.,
fllm industry, i.e.,
Jndlcating
indicating that
that Ucensor full; complete and de~r
Licensor has full, clear -title to th~
title to the Pictijre, free an9
Picture, free and
clear
clear of
of any liens, mortmges
any liens, mortgages of of copyrights
copyrights oror other encumbrances, other
other encumbrances, other than
than asas
described abcwe,
descrlbed above, and that and has
it owns and
that it the complete
has the complete ~uthorlty an~ ali
authority and nec;:essary
all necessary
lndicatlng that
indicating currently has.
it currently
that it or, a.t
has.or, a_t the
the time
time of Final DeUv~
of Final Delivery o.f
o_f the Picture wifl
the Plcture will
have alf
all right, license, .music~
right, license, music, usage,
usage, copyright,
copyright, trademaric,
trademark, intellectval property and
Intellectual property and
other
other clearanc;es
clearances withwith regard
regard to
to the
the Picture; lf applicable,
{lit)' if
Pttture;" (iii) applicable, documents showlng
document~ showlng
that the
that pn;,duction se~ices
th‘e production services company
c'ompany for
for thé Picture
the Picture is a SAG signatory
is a signatory and that thé·
and that the
Plt;ure was made In
Picture in compliance wlth all SAG and other
with all other appllcable
applimble union rules and
union rules and
collectlve bargaining agreements;
mllective bargaining indicating that
agreements; (iv) documents indicating
(iv‘) that licensor
Licensor ls
is not
not In
In
ORIGIN --1llgg
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CERTTFICATION
CERTIFICATION
l, Eric F.
1, Eric F. Parkinson
Parkinson certify
certify that:
that:
1.
I. I have reviewed
[have thi s quarterl
reviewed this quanerly y rcport
report on
0n Fonn
Form 10-Q
IO-Q of Hannover House,
ofHannover House, !ne.;
Inc.;
2. Based
lo Based on
. 0n my
my knowledge, this report
knowledge, this rcpon <loes not contain
docs not contain any un tmc statement
any untrue statement of
ofaa material
material fact or omit
fact or omit to
to state
state a
a material fact
material fact
necessary
necessary to
to make
make the
the statements
statements made,
made, in light of
in light of the
the circumstances under which
circumstances under wh ich sucb
such statemcnts
statements were made, not misleading
made, not misleading
with
with respect
respect to
to the
the period
period covered
covered by this rcpon;
by this repo1t;
3. Based
DJ
Based on 0n my
my knowledge,
knowledge, the
the financia
financial! statements, and other
statements, and other financ ia! information
financial included in
information included in this
this repo1t,
report, fairly present in
fairly present in ali
all
material respects
maten'al the
respects the financ ia!
financial condition,
condition, results
results ofoperations
of‘operdtions and
and cash
cash flows
flows of thc
ofthc registrant
registrant as
as o f,
of, and
and for,
for, the
the peri ods
periods presentcd
presented
in thi s report;
in this report;
4.
4. The
The registrant's
registrant’s other
other ce1tifying
cenifying officer and I are
officer and I responsible for
are responsible for estab li shing and
establishing and maintain ing disclosure
maintaining disclosure con tro ls and procedures
comrols proccdures
(as
(as deíined
defined in Exchange Acl
in Exchange Act Rules l 3a-15(e) and
Rules 13a-15(e) and l15d-15(e))
5d-15 (e)) and
and inlemal
intemal control
control over
over finan cia! reporting
financial reponing (as (as defined
defined in
in
Exchange Act
Acl Rules
Rules ll3u—15(f)
3a- l 5(f) and 15d—15(f))
l 5d-1 5(f)) forlhe
fo r the registrant
registran! and
and have:
have:
(a)
(a) Designed such
such disclosure
disclosure contro ls and procedures,
controls procedures, oror caused
caused such
such disclosure
disclosure controls
controls and procedurcs to be
procedures to be designed
designed under
undcr our
our
supervision,
supervision, lo
to ensurc
ensure that
that material informalion relating
material information relating to
to the reg istra nt, includ
thc registrant, ing its
including its consolidated
consolidated subsidiarics,
subsidiaries, is
is made
know n to
known to us
us by
by others within those
others within entilics, paiticularly
those cmitics, particularly during
dun'ng the
thc periocl
period inin which this
[his report
rcpon isis bcing prepared;
being prepared;
(b)
(b) Designed such
such interna!
intemal control
control over financia! rcponing,
over financial reporting, or
or caused
caused such
such intemal
internal control
control over
over financia! repo11ing to
financial reporting lo be
be designed
designed
under our
our supervision,
supervision, to provide reasonable
lo provide reasonable assurance regarding the
assurance regarding the reliabiJi ty offinancial
reliability reporting and
of financial reponing and the
the preparat ion of
preparation of
financia! statements
financial statements fo r external purposes
forextemal purposes in
in acco rdancc with
accordance gcncrally acccpted
with generally accepted acco unting princip
accounting ies;
principles;
(e)
(c) Evaluated
Evaluated the
the effectiveness
cfl'ectiveness of the registrant’s
ofthe registrant's ddisclosuw
isclosure controls
controls and
and procedures
procedures and prcsented in
and presented this report
in this rcpo1t our
our conclusions
conclusions
about tbe effectiveness
about the effectiveness of the disclosure
ofthe disclosure contro
controlsls and proceclures,
procedures, asas of the end
ofthe end of the period
ofthc period covcred
covered byby this
this report
report bascd
based on
on
such
such evaluation;
evaluation; and
and
(d) Disclosed in
(d) Disclosed in this repo11 any
this report any change
change inin the
the registrant's
registrant’s interna!
intemal control
control over
over financia!
financial reporting
reporting, that
that occurred
occuned during
during the
the
registrant's
registrant’s most recent fisca l qua,ter (the
mos: recent fiscal quarter (the registrant’s fourth fiscal quarter in the case ofan annual repon) that has materially
registrant 's fo u,th fisca l qua,te r in the case of an annual repo1t) that has materially
aftected, or is
affected, or is reasonably likely to
reasonably likely to materia lly affect,
materially affect, the
the rcgistrant's
registrant’s interna!
internal control
control overfinancial
over financial repo1ting;
reporting; and
and
5.
5. The registrant's other ccrtify
registrant‘s other ing officer
certifying and I have
oflicer and havc disclosed,
I bascd on
disclosed, based our most
on our most rccent
rcccnt cvaluation
evaluation of
of interna!
intcmal control
control over
over
{inancial reporting, to
financial reponing, to the
the registrant's
registrant’s auditen;
auditors and the audit
and the audit committee
committee of the registrant’s
of the regislrant 's board
board of
of directors
directors (or
(or persons
pemons
pe1forming the
performing the eq ui valent fünct
equivalent ion):
function):
(a)
(a) Ali
All significant
significant deficiencies
deficiencies and
and material
material weak nesses in
weaknesses in the
the design
design or
0r operation
operation of interna! control
ofintcmal control over
over financ ia! reponing
financial repo1ti ng
which are rcasonably likely
are reasonably likely to
to adversely
adversely atfect
affect the
thc registra nt's ability
registrant’s to record,
ability to record, process,
process, summarize and
and report fin ancia!
rcpon financial
infonnation; ancl
infommtion; and
(b)
(b) Any fraud,
fraud, whetherornot
whether or nol material,
material, thal
that invo lves management
involves management orotheremployees
or other employees who have a
a signi fican! ro
significant le in
role in the
the regislranl's
registrant’s
Date:
Date: Februa1y
February 17, 2014
17,2014 Hannovcr
Hannover Housc,
House, Inc
Inc
By:
By: /s/
/s/ Eric F. Parkinson
Eric F. Parkinson
Eric F,
Eric Parkinson
F, Parkinson
Chainnan
Chairman Chief Executi ve Officer
Chiel’Execulive Officer
Page
Page 17
l7
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471 242 1 4000206/hhse1 Oq03312014.htm
0q0331 201 4.htm
10-Q
lO-Q I hhse lüq033 120 14.htm HHSEIOQ033
hhse10q03312014.htm
l 120 14
HHSEIOQ03312014
UNITED STATES
SECUR1TIES EXCHANGE
SECURITIES AND EXC HANGE COMMISSION
Wash in gton, D.C.
Washington, D.C. 205-49
20549
FORM IO-Q
lO-Q
0F Tf!E
OF THE SECURITIES EXCHANGE ACT
ACI‘ OF 193.t
1934
For tite
the quartcl'ly pcriod cndcd:
quarterly period ended: March 31,
31, 201.t
2014
Hannovcr
Hannover Housc,
House, lnc.
lnc.
(l~xact
(Exact name of rcgis lrant as
registrant us spcci fied in
specified in its
its charter)
charter)
.
Wvomino
Wyoming ., 000-28723 91-1906973
(State
(Slate or
or Other
Other Jurisdiction
Jurisdiction (Commission (I. R.S . Employcr
(LRS, Employer
of
of lncorporation
Incorporation or
or Organization)
Organization) File
l’ilc Number) ldentification
Identification No.)
No.)
-479-751--4500
479-751-4500
(Rcgistrant ·s telcphone
(Registrant‘s telephone nwnber,
numhen including
including area
urea code)
code)
f/k/a
f/k/a "Targct Dcvclopmcnt Group, lnc."
"Target Development Inc."
Indicate by check
Indicate by check mark whether the rcgistrant
whether the registrant (1)
(1) has
has filcd
filed ali
all reports
reports required
required to
to be
he fi led by
filed by Section
Section 13
I3 or
or 15(d)
15(d) of
01‘ the
the Securities
Securities
Exchange Act
Exchange Act of
of 1934
I934 during
during the
the preceding
preceding 12
lZ months (or
(or for
l'or such
such shorter
shorter period
period that
[hut thc
thc registrant
registrant was
“us required
required to
lo file
file such reports),
reports).
and
and (2)
(2) has
has been
been subject
subject to
to such
such filing
filing requirements
requirements for
for thc
the past
pusl 90 days.
duys‘ Yes
Yes D No E
0
lndicate by
Indicate by check
check mark
mark whethcr
whether the[he registran!
registrant has
has submitted
submitted clectronica lly and posted
electronically posted on
on its
its corporate
corporate Web site.site. if
if any,
any, e\'cry
every
Interactive
Interactive Data
Data fi le required
File required lo
to be
bu submittcd
submitted and
and postcd
posted pursuanl
pursuant to Rule 405 or
lo Rule of Regulat ion S-T (§232.405
Regulation (§232.405 of of this
this chaptcr)
chapter) during
during the
the
preceding 12 months (or for such shorter
preceding 12 months (or for such shoncr periodperiod that
that thc
the registran!
registrant was
“us required
required to
l0 submit and
und post
post s uch
such files).
files). Yes D No E
0
lndicate
Indicate by
by check
check mark
mark whether
whether the
the regislrant
registrant is
is a
a large
large accelerated
uccclcmlcd filcr,
filer. an
an accelerated
accelerated fi lcr, au non-accelcrated
filer. nan-uccclcrated filcr,
filer. or a
a smaller
reporting
reporting company.
company.
Large
Large accelerated filer U
accelerated filer D Accelerated
Accelerated filer U
filer D Non-accelcratcd
Non-zlccclcralcd fi
filcr U
lcr D Smaller
Smaller reporting M
reporting company 0
lndicate
Indicate by
by check
check mark
mark whether
whether the registrant is
the registrant is a
a shcll
shell company (as
(us defincd in Rule le
defined in -Z of
2b-2 l
the Act).
oflhc Act). Yes D No E
Nu 0
T0 REGISTRANTS INVOLVED CN
APPLICABLE ONLY TO [N BANKRUPTCY
THE PRE
DURING Tf!E
PROCEEDINGS DURlNG PRECEDING
C EDING FIVE YEARS:
lndicate by check
Indicate by mark whether
check mark whether the
the registrant
registrant has
has tíle<l
filed ali
ull doc umunls and
documcnts 21nd rcporls
rcpons required
required to
l0 be
bc líled
filed by
by ScctionS
Sections 12,
12. 13
l3 or
0r 15(d)
15(d) of
01‘ the
[he
Securities
Securities Exchange
Exchange Act
Acl of
ot‘ 1934
I934 subsequent
subsequent tolo the
the distribution
distribution of securitics under aa plan
ol'securilics plan confirmed
confirmed by by a
a court.
court. Yes DD No 0M
APPLICA BLE ONLY TO CORPORATE ISSUERS
APPLICABLE
lndicate
Indicate lhe
the number
number of shares outstanding
ofsharcs outstanding of
of each
each of
of the
the issuur·s
issuer‘s classcs
classes or
of common stock,
stock. as
us o
0ff the
[he latest
lalcsl practicable
practicable date.
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breaéh or default
breach or default under and in
under and In complfance
compliance wfth
with (and
(and able
able to
to -comply with and
comply wfth and
unp~r)
perform under) ali appllcab,"Je
all creative, productlonJ
applicable aeatlve, actor and
production, actor and other
other agreements
agreements
whkh bind Ucensor
which blnd or the Pfcture;
Llcensor or Picture;
(b)
(b) bistrlbuto(s approval,
Distributm’s approval, in writing, of
in Wrltlng, of {tS ~asonable discretion
its reasonable fts
of Its
discretion of
diligence lnvestigations,
due dillgence investigations, within days after
wlthin 20 days after delivery
delivery ofof such
such 'Otfe
Due Dillgence
Diligence
lnformation (the
Information “Due
(the "Oue· DHfgence Approval Dateª).
Diligence Apptoval Failure to
Date“). Failure send such
to send such written
written.
shall constitut~
approval shall of the
acceptance of
constitute acceptance lnformatlon and
Dlllgence information
the Due Diligence and
satlsfactlon of
satisfaction these conditlons.
of these conditions.
10.
10. WARRANTl~S
WARRANTIES AND· AND RE~E. $E.NT.ATIONS: (a}
REPRESENTATIONS: (a) Licel"!sor
Licensor warrants
warranm ;¡¡ncl
and repre~ents
represents to to
Pistrlbutor
Distributor as follows: {O.
as follows: that lt
mthat has full,.
It has full, comple~
complete and
and clear to the
tftfe to
clear title the Picture, free
Picture, free
~nd ~lear of
and clear of any lien·s, inórtgag~
liens, martgages of copyright$
copyrights or or ()ther en~gmbt~n~ an~
other encumbrances and that it
that it
oWns and has
oWn$ has the complete authority
the complete authority and ali necessary·
and all necessary consents
consents to lice·nse the
to license the
Distrl.b ution Rights
Distribution to DlstrlJ,utor,
Rights to Distributor, to
to make Fina!
Final Delfvery of the
Delivery of the Pfcture
Picture r;1nd
and toto
WW
perform in acto‘rdance Wlth
in aocqrdance this Agr~ement;
with this that lt currently
Agreement; (íi) that
(TI) currently has
it has or1
or, at tbe time
at the time
of Flnal Deflvery
of Flnal Delivery of
of the
the Plcture;
Picture, WIII have all rlght, llcense,
license, music,
will ha've' all right, usage, copyright,
music, usage, copyright,
trademark, intellectual preperty
trademark, intellectual clearances with
other clearances
property and other re_gard tó the
with regard ‘to'
Picture; {iil}
the Picture; 4)
(iil)&
tAet tt:ia ffFeel1::16ii0Et senAses ee~paA·¡ fer tt:le PietYFe Is a &M; slgRatety aAEI ehe (!7"
-PIGCwFe WB! Mef4e IA eeM~lieAee ·witA ell SA6 er,eJ other epplleeble t1r,ien t t1les1 aild
oollecth"1 bai:sratning agreeroents; {iv) (Iv) that
that Ucensor is ·in
Licensor is compliance wlth
in complíance wzth allall
appliéable creative,
applicable creative, production, actor and
productlon, actor other agreements
and other which bind
agreements whlch bind Ucensor
Licensor oror
the Picture;
the Picture; .and
and (v) that
(v) that there
there are
are no oiher
no other agreements or
or restrictlons
restrictions that wo. u ld
that would or or
will prevent the
will Distributor .from
the Dístributor exploiting the
from exploiting the Distribut1on~
Distributions Rights
Rights in the manner
En the
provlded
provided for
for In this Agreement and otherwise
In thls otherwise inIn accordance with cu~omary
accord~nce with p-ractlce
customary practice
anq inqu~ry
and industry standards.
standards.
(b}
(b) Dlstrfbu~Qr
Distributor .warrants
warrants and represents
represents to llcensor: (1)
to "censor: (1) Olstrlbutor
Distributor and its slgnatory
its signatory
ha~ f~ll
has full ané:t" ~Qmpll;!t~ authority,
and complete power and
authority, power consent to
and consent execute, deliver,
to execute, deliver, enter into
enter into
and pérform
an‘d perform under this agreement, without
this agreement, without the-
the» necesslty for giving
necessity for glving further
further or or
additional notice to
addi.tlónal notice to any
any party
party o.r
or for
for seekln~
seeking or obtalnln~ any
or obtaining further or
any further or addltlonal
additional
consents or
consents approvals, all
o'r approvals, of Whiéh
ail of which have béen attained.
have been attained. (2) By entering into
{2) By entering into and
and
agree·
l ng to
agreeing to perform under this
thls Agreement,
Agreement, Dfstributor Is not
Distributor is not In vlolatlon of
In violation and wlll
of and will
remidn
remain in wit:h Any agreements
In compliance with by which
agreements by which Distributor is boun<;f,
Distributor is bound, includlng
including
those. running in
those running In favor of banks,
favor of fenders or
banks, lenders or partles making advances
parties making advances with regard to
with regard to
this Agreement or
this or dlstributlon
distribution of
of the
the fllm.
film.
11.INDEMNITY: Llcensor
11.!NDEMNITY: will and does hereby
Ucensor will agree to
hereby agree to lndemnify, defend,. .and
lndemnify, defend, and .hold
hold
t'o any and
Distributor
Distributor harmless wlth regard
harmless from and with regard to any and áU party cialms,
thlrd party
all third clalms,
liabilities, suits arisíng
liabilities, demands, settlements and suits out of
arising out or relating
of or relatlng to breach by
the breach
to the by
Ucensor
Licensor of
of lts
Its obfigatlons, and representations
warrantles and
obligations, warranties representations under
under this Agreement.
this Agreement.
Dístributor w:u1 and does ·herebY
Distributor will hereby agree
agree to defénd and
indémnify, defend
U0 indemnify, hold Distfibute;
and hold E>istributor
Ucensor harmless from and with
harmless from regard to
with regard to -any and all
any and third party
afl third party claims.,
claims, llabilltles,
liabilities,
ORIGIN -
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Housc, Inc.
Hannover House, lnc.
Table of Contcnts
Table ofContcnts
Consolidated Statements
Statcments of lncome and Rctaine<l
0f Income Retained Eamings
Earnings 5
Consolidatcd
Consolidated Genera
Generall and Administrati ve Expenses
Administrative bpenses 6
in Share Structure
Change in Structure // Shareholders‘
Shareholders · Equity
Equity 9
ITEM 3.
ITEM 3. QUANTITATIVE AND
QUANTITATIVE ANO QUAL DISCLOSURES ABOUT MARKET RJSK
ITATIVE DISCLOSLJRES
QUALI'I‘A’I‘IVE RISK 14
ITEM 4.
4. CONTROLS PROCEOURES
C()NTR( )LS AND PROCEDURES 15
ITEM
ITEM l.l . LEGAL PROCEEIMNGS
PROCEEOlNGS 15
ITEM
ITEM lA
IA. RJSK FAC'I'ORS
RISK f ACTORS 15
ITEM2.
ITEM 2. UNREG ISTEREO SALES OF
UNREGISTERED 0F EQUITY SECURlTIES AND USE OF
SECURITIES ANO PROCEEOS
OF PROCEEDS 16
3.
ITEM 3. DEFAULTS UPON SENIOR
OEFAULTS SENIOR SECURITIES 16
ffl:M 4.
ITEM 4. SUBMLSSlON O
SUBMISSION OFF MATTl::RS A VOTE
M/KH'ERS TO/\ ’l'(')
SECURITYY HOLDERS
VOTE 0()l"1-" Sl:CURIT HOL LJl:RS 16
ITEM5
ITEM 5.. OTHER INFORMATIUN
OTHER lNFORM ATION 16
1TEM6.
ITEM 6. EXHI BITS
EXHIBITS 16
SL
GNATU Rl:S
SIGNATURES 17
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Actual
Actual results in the future could di!Ter
results in ditTcr matcrially
materially and adYersely
adversely from thosc described in
those described in the forward-looking statements
the fonvard-looking statements asas aa result
result of0f
various important
various importan! factors,
factors, including
including the substantial
substantial investment
investment of
0f capital
capital rcquired
required to produce and market
to produce market films and television series,
films and television series,
producing and marketing
increased costs for producing marketing feature
fca ture films,
lílms, budget
budget overruns, limitations imposed by
overruns, limitations by oour
ur cred it facilities,
credit facilities,
unpredictabil ity o[
unpredictability 01' the commercia l succcss
lhc commercial success of our motion pictures
pictures and televisio n programing,
television programm ing, the
the cost
cost of defending
defending oourur intellectual
inte llectua l
property, dilficulties
property, ditTicuIties inin integrating
integrating acquired businesses, and
acquired businesses, technological changes
and technological changes and other
other trends affecting the
trends affecting the entertainment
entertainment
industry.
indusln'.
PART Il—
- FINANCIAL INFORMATION
LNFORMATION
The Company's Financial
Financia! Statemcnts
Statements for the lhrec-munlh
for the Lhrec-month period
period ending March 33 l,
1, 2014 are contained within
20 l4 are within the fo llowing pages.
the following pages. ln
In
compliance with
with regulations govcming FORM
regulations goveming 10-Q reports,
1"OKM lO-Q reports, thc informa lion contained
thc information contained within
within these
these financia[
financial slatements is unaudlted.
statements ls unaudited.
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of its
of Its obligatfonst and representatfons
warrantles ·and
obligations, warranties representations under thfs. Agreement
under this and/or in
Agreement ~and/or In
connect.
connectionlon wftfl the marketing,
with the rnarketin;g, advertising,
advertising, dlsinbutiºn or 9ther
distribution or exploitation of
other exploitation the
of the
Pict\ire.
Picture.
{a).
(a). lo addition to
In addltion tt,e.~bove, Distributor
to the-‘above, agrees to:.
Distributor agree,s to:
{í)
(l) Accord Ucen.so(s customary
Accord Utensm’s custpmal'y credlt
credit and logo in
and logo advertlsing,
in advertising,
(il)
(H) Honor third party credlt
thlrd party credit obllgatlo.ns In advertislng
obligatlons In advemsing (Licensor to provlde
(Licensor to statement
provide statement
of requirements);
of requirements);
(iil)
(iii) Leave lntact
Leave intact all
all credlts
credits on 'the Plcture as
'the Picture as delfvered (subject to
delivered (subject Olstrfbutor's right
to Distributors rlght
'to cr~dlts as specified
to add credits specffied ·In Para. hereof).
Para. 6 hereof).
-ln
13.
13. GENERAL PROVISIONS: In In the
the event
event ofof a
a dispute or lawsuit
dispute or lawsuit arfslng
arising out of or
out of or relatlng
relating·
to thls Agreement, the
to this the prevailing
prevatllng party
party shall
shall be
be entltled
entitled to ret-over its
to recover c<>sts and
íts· costs and
expenses of of‘ suit; reasonable outs'ide
including re~on.able
suit, including attomeys’ and eXperts.’
outside attomeys' experts~ feesfees .and
and
actual· out of pocket ·costs
actual out costs and
and this
this Agreement shallshall be governed b‘y by Arkansas
Ar~nsas l~w law
Jurisdlctlon and
exduslve Jurisdiction
and exclusive venue l.$
and venue ls submít.ted
submitted toto byby the partie.$ and
the parties and shall be in
shall be in
Wasñihgton County,
Washington County, Adensas. T'his Agreement,
Arkansas. This Agreement, al'ly 'Exhlbits attached
any'Exhibits attached he'!'éto, .and
hereto, and
any wrltten
any written amendments $1gned s'lgned by both parties
by both partl~s which
whlch maymay be added shall
be added· shall
constitute the ·entíre
entire agreement betw~en the parties
between “the part;les and, except as expressly
and, except as expressly
provided herein.,
províded herein, no other
other statement,
statement, promise, warranty or
promise, warranty ~presentation, whether
or representation, whether
wrltten or verbal has peen relled
written or verbal has been relled upon by by the partles. The
the parties. The terms
terms andand provlsions
provisions of of
this Agreement. shall
this ,Agreement be sever~ble
shall be severahie qnd,
and, in the event
in the event any or ali
part or
any part 'all of
any temí
of any term oror
provision
provision is is determined
determlned to to be
be unenforceable~
unenforceable; the remainder
rémalnder shallshall be given
given andand
renialn
remain Inln full
full force
force and effect.
effet.L This
Thls Agreement may be» be. executed
executed in in counterparts
co1:,1nterparts
photóoopy, 'fax,
and any photo‘oopy, fax, ·scanned
scanned or ot emalled
emailed copy
copy ofof thls Agr-eernent bearing
this Agreement beartng one
one or or
more slgna~ures
signatures shall valld, binding
shall be valid, binding and admlssible
admissible into into evidence, for-
evidence, for all ali
purp~ses,
purpnses, as as though ori~inal. Thls Agreement
originai. This Agreemerit shall
shall not
not be .construed
construed against
against thethe
drafter, as t.
drafter, h ough it
though it had been mutually and equally
equally drafted
drafted byby bo~h parties. There
both parties. there is is
no Thlrd
no Third Party
Party :Beneflclary
Beneficiary of thls thls Agreement. His Agr~ement may be
His Agreement amended onty
be amended only
in signed by
in a writing signed all parties.
by all parties. Thfs Agreement is
This Agreement binding on
is 'blndin~ 0n and shaU inure
and shall to
inure t'o' the
thé
ben~fit
benefit of of the successors, ,assigns,
the successors, heirs, beneflt:taries,.
assigns, heirs, offlcer,. dlrectórs
beneficiaries, officer, dlrectdrs and and-
mernbers of é;lll
members parties. Tfme
all .parti~s. Time is Is of the essence readlng an
essence reading ali terrns
terms and condltlons of
and conditions of
ORIGIN - 1&6
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ASSETS
CURRENT ASSETS
Cash & Cash
Cash Equiva lents “•
Equivalents $$ 43,220
43,220
Accounts
Accounts Receivable**
Receivable" $$ 3,48 1.2 1l
3.481.211
Prcpaid
Prepaid Wages $$ o0
Merchandise
Merchandise rnventorv
Inventory $$ 146,808
146.808
Prepaid
Prepaid Advertising
Advertising $$ o0
Prepaid Producer
Prepaid Producer Royalties
Royalties $
$ 1,876, 191
1,876,191
Producer Marketing Recoupment
Producer Marketing Recoupmcnt $$ 2,204,544
2.204.544
Film JJistribution
Film Uisxribution Rights
Rights $$ 2,3
2A3 14,914
14,9 4
l
OTHER ASSETS
FILM & TELEVISlON
TELEVISION LIBRARY $
$ 22,3
22.3 15,337
15,337
TOTAL OTl-lliR
OTHER ASSETS $$ 22,3
22,3 15,337
15,337
$$ 33,005, 11 6
33,005,116
** lnc/11des
Includes third-party ji11anci11g pmceedx
thier-paro'finmzcing proceeds desig11ated
designated specifical(v far 11.se
specificallylbr use inin 11ew
new 111arkeli11g
marketing ventures,
ventures. and noljbr
no/ jór general p111poses or
general purposes or
payab/es.
payables.
**
"* Accounts
...J.ccounts Receivable
Receivable includes
includes the
the gross
gross contract
contract values jór i11tem
vuluesfbr atio11a/ premlv
international presa/e agreements, jór which
ugrccmcmx, jbr which tl,e
the ne/
net a111011nt payab/e to
amount payable Io
producers
producers licensors
Iicensorx is expensed 011
is expenxecl (m the
the liabili(v
liabilicr detai/.
deluil.
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HANNOVER HOUSE,
HOUSE. lNC.
INC.
CONSOLIDATED BALANCE
BALANCE SHEET
MARCH 31 20H (UNAUDITED)
31,, 201-4
CURRENT LIABILITIES
LLABI.LITIES
Accounts
Accomls Payable
Payable $g 144,20
144.2011
Accrued Royalties
Accrued Royalties $$ 293,829
293.829
Producer Acquisition Advances
Producer Acquisition Advances l)ue
Duo $$ 147,260
147,260
Accrued Wages
Accrued Wages $$ o0
Payroll Taxes
Payroll Taxes Payable
Payable $$ o0
NB Cal
Cal AFIL P&A Loan
Loan $$ 349,226
349.226
Hounddog P&A NoteNote (Wcinreb)
(Wcinrcb) $$ 826,624
826,624
Other Bank Note
Other Note (BOF
(BOP and
and TCA) $
$ 442,043
442,043
LONG-TERM LIABILILTIES
LONG—TERM LlABILILTIES
Long-Term
Long-Tcrm Payablcs
Payablcs (including
(including interstar
Inlerstar & Bedrock)
Bedrock) $$ 2,73
2,73 1,427
1.427
Assignment of
Assignrnent Lntl. Sales
of lntl. Sales Net
Net to
lo Production
Production $$ 1,900,000
1,900.000
Executive
Executive Salary
Salary Deferrals
Dcfcrrals $S 1,063,996
1,063,996
Officer
Officer Notes Payable
Notes Payable $$ 169,840
169.840
SHAREHOLDERS EQUITY
SHAREHOLDER'S
Common Stock
Stock (580,232,365
(580,232.365 shares
shares
issued
issued and
and outstanding)
outstanding) *
* $
$ 20,
20, 181,957
l 8 ,957
l
Retained
Retained Eamings
Earnings $
$ 4,754,713
4‘734,7l3
TOTAL S!-LAREI-IOLIJC:R'S
SHAlUiH( )LJ)I:'l{'S EQUITY
liQUl'l'Y $
$ 24,936,670
24,936,670
$
$ 33,005, 11166
33,005,!
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HANNOVER HOUSE,
HOUSE. LNC.
INC.
Change
During
Share Structure Description
Description 3/31 /2014
3/31/2014 12/31/2013
12/31/20 l3 Quarter
Unrestricted Common Stock*
Unresm'cted Stock" 449,580,622
449580.622 449,580,622
449580.622 o0
Restricted
Restricted Common Stock
Stock 130,65 1,743
130,651,743 130,65
130.65 1,743
‘743
l o0
COMMON STOCK !SSUED*
ISSUED“ 580,232,365
580,232,365 580,232,365
580,232,365 o0
COMMON STOCK AUT HORJZED
AUTHORIZED 700,000,000
700,000,000 600,000,000
600000900 I00,000,000
100000.000
Preferred
Preferred Shares lssued
Issued 1,000,000
1,000,000 1,000,000
1.000000 oO
Preferred Shares Authorized
Preferred Shares Authorized 10,000,000
10,000,000 10,000,000
10,000,000 o0
Total
Total Beneficia!
Beneficial Owners 345
345 342 33
(per Broadridge)
(per Broadriclge)
Total
Total Shareholders
Shareholders of
of Record 183
183 183
183 o0
(per Standard Registrar)
(per Standard Registrar)
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Item Z.
Itcm Management's Discussion
2. Managcmcnt's Discussion and ami Anal~·sis Financia! Condition
Analysis of Financial Condition and and Rcsults
Results ofof Ope rations
Operations
‘l'he
The following
fo llowing discussion
discussion should
should be
be read
read in conj unction with thc lhc unaudited
unaudited interim
interim conso lidatcd fi nancia! sstatements
tatcments and
in conjunction consolidated financial and related
related notes
notes
to
lo the
the unaudiled
unaudited interim consolidated financial
interim consolidated financia! statements
stalemcnts included
inc ludcd elsewherc
elsewhere in in thi
[hiss report.
report. This discussion contains
This discussion forward-looking
contains tbrward-looking
statements
statements [hatthat relate
relate toto future events or
future events or o ur ruture
our l'ulure fi nancia! perfomlancc.
financial performance. TheseThese statements
sta lements involvc
involve known
known and unknown risks,
and unknown risks
unccrtainties
uncertainties and and other
other factors
factors that
that may cause our actual actual results,
results, levels
le,·cls of
0f activity, performance or or achievements
achievements to be material!)'
activity, pert‘ommncc to be maleriallv.
from any future
different from future results,
resulls, levels
levels of activity, perfo rmance or or achievements
achievements expresscd or implied by these
these forward- looking
difl‘erenl ol‘
activity, pcrfomlancc expressed 0r implied by forward-Iookiné
statements. These fo rward-looking statements are
statements. These forward-looking arc based largely
largely on our current expectations
our cuncnl expectations and and are
arc su~ject
subject co
to aa number
number of of uncertainties
uncertainties
and
and risks
risks including
including the Risk liuctors
Fac tors identified
identifíed in in our Quarterly 1-'om1 10-Q
Quarterly 1"0m1 lO-Q for the three-month period ending lJecember 31 3 L, 2013
the Risk for the thrcc-month period ending December 2013..
Actual results
Actual res ults could
could difl:er
difier materia lly from these
materially lhesc forward-looking
l'orward-Iooking statements.
statements. 1 -lannover House.
Hannover House, Inc.
lnc. isis sometimes
sometimes referred
referred t0
to herein
herein as
us
n u n u
"we,"
"we, "us,"us, "our" and the
our" and the "Company.
"Company.""
The naturc
Thc nature of thc issuer’s
of thc issuer's business
business is
is driven
driven by
by the opcrating entity,
the operating entity, Ivlannovcr
Hannovcr House.
Ho use, which
which is a full
is a -scrvice producer
l'ull-scrvice producer and distributor
and distributor
of entertainment products
ofentertammenl (i.e.Jeawre
products (i.e., jilms Jor theatrica/,
jéaturcjilmsjbr (hcatrical. video,
video, television
television a11d intemational distribution,
am! inlemalional distribution, anda publisher of
(Incl a publisher books).
ofbooksl.
Hannover House‘
Hannover House, lnc.,
Inc, is aa Wyoming Corporat
is ion. Truman Press.
Corporation. Press. lnc.
Inc.,, d/b/a
d/b/a '' Hannover House" is
“I’lannm'er is an Arkansas Corporation.
an Arkansas Corporation.
Hannover House,
Hannover House, lnc.,
Ina. f/k/a
f/k/u Target
'l'argct IJc,·elopment Group, !ne.
Development Group, lnc. (which
(which was also formerly
“us also formerly knmm
known as "Mindset Interactive
as "Mindset lnteracti,·c Corp.")
Corp") was
was
registered
registered as
as a corporation
corporation in
in Wyoming 0n on Ja nuary 29.
January 29, 2009. Truman Prcss, !ne. , d/b/a
Press, Inc., d/b/a ''Hannover
"Hannover 1-louse" was registercd
House" was registered as
as a
a
corporation in
in California
California on September
Scptember 15, 1993. und
I5. 1993. and rc—registcred
re-registered in Arkansas cchctivc
in Arkansas effective Junc
June 2008.
2008. The
Thc EckJan
Ecklan Corporation,
Corporation
registered
registered on March 25.
25, I998,
1998, in
in the
the State
Slate of Texas, was the
ot'l‘exus, predeecssor entity
the predecessor entity to
l0 'J'arget
Target lJeve lopment Group.
Development Group, lnc.
Inc.
Neither thc
lhc Company, 1-louse , lnc.,
Company. Hannover House, nor the
Inc., nor [he operating entity, Truman Press,
operating entity, Press, Inc.,
!ne., d/b/a
d/b/a ·' Hannover House
“Hannover House".. have
have ever
ever been
been in
in
bankruptcy.
bankruptcy. To the bcst of
the bcst 0f managcment's
management‘s k11owledge,
knuwlcdgc, no predceessor entity
n0 predecessor entity has
has ever been in
ever been in bankruptcy.
bankruptcy.
Effective January 1,
Effective January 1, 2010,
2010, Target
Targel Development
Development Group,
Group, Inc.,
!ne., acquired aullli of
01' lhe
tho sharcs
shares o r Truman Press,
01' Press. !ne.,
Inc., d/b/a "Hannover Housc"
d/b/a “l-Iannover House"
in
in a
a stock-swap agreement.
agreement. The details ofthis
details 0f this acquisition vcnture are
acquisition venture described in
are described in detail
detail within the information
within lhc information statement
statement posted
posted on the
lhc
OTC Markets Disclosure
Disclosure Statement
Statement of
of December I4, 14, 2009.
2009.
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Business of Issuer
Issuer ---- The S IC Codes most close
SIC ly conforrning
closely conforming to to the
the Company
Company's's business
business activitics are: 7822 (Services
activities arc: (Services -- i\lotion
Motion
JJicture
Picture & l‘ideo
& 1ideo Tape
'f'ape Distribution)
/Jistribution) and 2731
2731 (JJoo ks:
(Books: l'ublishing).
l'ublishing). The
'I'he Company is
Company is currently operating.
currently operating. Al no time has
time the Company
has the Company
ever
ever been
been aa ·'shell company" as
“shell company” deímed in
as defined in thc
the guidelincs.
guidelines.
For
l’or the
the calendar year ending 12—3
year ending 12-3 [-2013,
1-20 13, thc generated over ninety-two
the Company generated pcrcent (92%) o0ff the
ninety-m'o percent the gross revenues from
gross revenues the sales.
from the sales,
distribution
distribution and licensi ng o01‘f Film & Video properties.
licensing properties. The average
average “gross
""gross margin" generated
generated for the benefit
for the bcnelit of thc Company
ot‘ the Company from
from the
tile
release of
release Films & Videos
of Films Videos isis twenty-seven percent (27%).
twenly-scvcn percent (27%).
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The use 0f
of the [cm] "Company" refers
term "Company" refers to the combim:d
to the combined entitics,
entities, as rcportcd on ua consol
as reported idated basis.
consolidated basis, o0fr Hannover
Hannover House.
House, Inc”
!ne., Truman
Truman
Press, !ne., d/b/a “Hannover
Press, Inc., House“ and Bookworks,
·' Hannover House" Boobvorks, !ne. (a spccial
Inc. (a purposc entity
special purpose uti lized for
entity utilized for Screen Actors Guild
Screen Actors Guild activities
activities and
and
produclions).
productions), of the corporate entities
Each ot'the entities files
files separate incomc tax
separate incumc retums with
lax relums with the
the federal
federal govemment
govcmmem and and respective
respective states
sla tes of
of
regislration;
registration; however, financial
financ ia! slalemenls
statements and21nd reports,
reports, as
as of January 1,
oI‘January l, 201 O, refer
20 IO, rcfer l0
to the
the combined
combined and
and consolidated results ol‘all
consolidated results of a li
enlities. Hannover House,
entities. l-louse, Inc.
[ne. is t.he publicly-lraded
is the publicly-Lraded entity
entity for
for ali
all opcrating
operating d ivisions. Truman Press,
divisions. Press, Inc.,
!ne., d/b/a
d/b/a --Hannover
“l—Iannover 1-louse'·
House" is is
t.he operating
the operating and releasing
releasing ddivision
ivis ion entity
entity for
for a li consumer products.
all products. Boobvorks,
Bookworks, lnc., is aa special
Inc.. is spccial purpose
purposc entity
entity established
established for
for t.he
the
servicing of book and publishing
servicing publishing vcntures, recently, used
ventures, and more recently, used for
l'or Screen Actors Guild
Screen Actors productions.
Guild productions.
As of
of 3-31-2014
3-31 -2014 and remaining
remaining true
true through the
the date of this
dale of fíling, the
this filing, the Company docs
does not
not fo resee any
foresee any probable
probable or
or existing
existing
governmental regulations
govemmental regulations as having an
as having an adverse
adverse or material impac
or material impactt l0
to the
the operatiuns.
operations.
During calendar
calendar year
year 2009 (and
(and specifically limited t0
specifically limited to actiútics
activities for
l'or Truman Press,
Press, [ne.,
Inc., cl/b/a
d/b/a ··Haru10vcr 1-louse'"), the
"l‘Iannowr I'lousc"). thc Company
Company
invested approximately
invested approximate ly $15.000
$15 ,000 activities thal
on activities lhul could be characterizcd
characterized as as ·research
‘rcsearch and development.
dcx'clopmcnt.‘' During
During the
the calendar
calendar year of
year 01'
20 10, and under the
2010, the consolidated reporting 01‘
of a1]
ali entities,
entities, thc
lhc Company investcd
invested approximatcly $20,000 on projects
approximately $20,000 projects and
and activities
actiYiLies that
t.hat
could be characterized as
be characterized as ·research
‘rcsearch and development.
developmcnl.‘· IJuring t.he calendar
During lhc calendar year
year of
0f 20
201l I and
and under
1 consolidated reporting
under consolidated rcporting ot'ull
of ali entities,
entities.
the Company invested approximately
the approximately $ 166,000 0n
$166,000 on projects
projccts 11nd
and acti,·ities that could
activities that be characterized
could be characterized asas ·research and development.‘
‘rcsearch und development. '
(specifically, t.he production
(spec ifically, the production 01'of fcature
feature film // video
video products).
products). During
During 20 12, U1e
2012. invested approximately
the Company invested approximately $287, $287,]114
l4 onon
production projects
production R&D assignable:
projects // R&IJ assig.nable; during 20 13, the
2013, the Company made madc no new investments
investmcnts in production or
in production or activities t.hat would be
activities that be
R&D assignable.
assignable.
As of 3-31[-2014,
01‘3-3 -20 14, t.he
lhc Company had 6 full-time employees.
6 t‘ulI-limc employees.
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Thc naturc of
The nature of products and services
scrviccs offered:
offcrcd:
A. principal products
A. The principal products of the
the Company, and their
their respective
respecti ve markets
markets arc:
are:
1.
i. Theatrical films -— released
Theatrical ftlms released to theatres in
l0 theatres the United
in lhc United States
Slates
11.
ii. Homo
Home Video
Video Products
Products (DVDS.
(DVDs, Blu—Rays,
Blu-Rays, Digital Copies) -— released
Digital Copies) to \"idco
released lo video specialty
specially reta ilers, mass-merchandisers,
retailers, mass-merchandisers,
bookstores, schools,
bookstores, libraries and renta!
schools, libraries rental outlets (ine luding kiosks)
outlets (including kiosks) in
in the Un ited States
the United and Canada:
Stlecs and Canada:
111.
iii. Video-On-Demand releases
Video-On-Demzmd releases -- lilms and videos
films und ,·ideos offercd
offered for
for direct
direct ·'in-homc
in-home viewing‘
viewing · by
by consumers
consumers via a varielv
via a variety of
or
service providers.
service providers.
1v.
iv. E-Books -— sold
Books and E-Books sold through
through bookstores.
bookstores, schoo ls, libraries,
schools. interne! retailers
libraries, inlcmcl retailers and streamed
streamed through
through aa variety
variety 01'
of
e-1
:fook platforms.
e-Book platfom1s.
B.
B. The primary
primary distribution methods used by by thc
the Company
Compa ny forlor all
all consumer product
product goods
goods can
can bebe categorized
categorized as: ·'two-step
as: “t\\'0-slcp
wholesale" distribution
wholesale" distribution (wherein
(.wherein thelhc Company sells
sells its products toan
its products lo an authorized
authorized \\'holesale
wholesale distributor, which in
distributor. which in tum,
tum, resells
resells
the products
products to retailers or conswners)
to retailers consumers) and ''direct
"direct distribution"
distribution“ wherein thethc Company sells its products
sells its products ddirectly
irectly to consumers
to consumers
or directly
or directly t0
to the
the end-user retailer.
retailer.
D.
D. Competitive Position -—
Competitive The Company competes lor
'I'hc for theatrieal
theatrical screens and retail
retai l (home
(h ome vVideo)
ideo) shelf space against
shelf space against seven
seven (7)
(7)
Major Studio
Studio suppliers
suppliers and approximately
approximately e ight (8)
eight (8) independent
independent sstudio
tudio suppliers. While all
suppliers. While all ooff the
the Major Studio
Studio competitors
competitors
operate their
operate their mm (in-house)
own home video
(in-house) hOmc video distribution divisions, only
distribution divisions, three of
only three of the
the independent
independent studio
studio suppliers opcrate both
suppliers operate both
theatrically and in
theatrically the home \‘idco
in the video markets.
markets. Operating
Opcrating aa home video
video releasing
releasing label
labc l "in-house"
"in-house .. provides
provides thc
the Company with
,,~th an
advantage inin the
the solic itation 01'
solicitation of titles
titles for
for acquisition, as well
acquisition, as well as provides ggreater
us provides reater control
control over thethe Company·s
Company‘s cash-ílow
cash-flow and
corporate goals.
corporate goals.
E.
E. Materials Suppliers -— The principal
Materials and Suppliers principal service
service providers
pro,·iders tolo the
the Company are listed in
arc listed in detail
detail in
in this
this disclosure,
disclosure, below.
below. The
principal suppliers
principal of new release
suppliers 01‘ release film
film ami ,·ideo products
and Video products include
include the
lhc fo llowing production
following production companies and programing programming
sources (listed
sources (listed alphabetically): Allegheny Image
alphabetican): Allegheny lmage Factory: American Family
Factory; American Family Movies;
Movies; Associated
Associa ted Television;
Television: Atlas
Atlas Films:
Films;
l:3erVon Entertainment:
BerVon Entertainment; Cinetic Media: Daybreak
Cinclic Media; Daybreak Pictures:
1->ictures: Empire I‘ilm
Film Group,
Group, Inc;
lnc.: J.::urocine lntemational: Gaun1ont,
Iiurocine lmcmalional; Gaumont, SA;
Origin Pictures: Plaza Entertainment, Inc;
Origin Motion Pictures; Entertainment; Phoenix Rcleasing
lnc.: Phoenix Entcnainmcnt; Releasing Gro up: Sola-Media,
Group; Sola-Mcdia, GmbH:
GmbH'.
Shore line Entertainment:
Shoreline Entertainmcnt Studio
Studio 3 3 Entertainment
Entcnainmcnl; PW!-Veracruz Entertainment. The principal
PWl-Vcracruz Entertainment. principal suppliers
suppliers o r books l'or
ol' for Ihc
the
Company t0 to publish
publish include
include (listed
(listed alphabctically): .lames Danielson,
alphabclicully): James IJanielson, l’hil
Phi! Goodman,
Goodman , Brenda
l:3renda Hancock,
Hancock, Vivian Kaplan,Kaplan, l:3arr
Barr
McCle
McClellanllan and Vivían Schilling.
and Vivian Schill ing. The Company seessecs n0no shortage or properties
shortage 01' propcrties available
available for
lor acquisition
acquis ition in
in any
any of the applicable
0f the
media.
media.
F.
F. Dependence on 0n Major Customers -— Two of thc
'l'wo of thc Company's curren! customers as
current customers as ool'r 12-3
12-31-20 13 contributed
[-2013 contributed fifteen
ftl'teen percent
percent
((15%)
15%) oror more to the overall.
lo the overall, annualized
annualized sales
sales revenues. Wal -Mart Stores,
revenues. Wul-Man Stores, Ine.
Inc. (inclusive
(inclusive 01'or sales
sales to SAM‘S Clubs
their SAM'S
l0 their Cl ubs
division),
division), has been purchasing
has been purchasing most ol‘ of the
the Company's
Company‘s new re ‘use DVD tilles
rcllease .. The Company docs not
litlcs.. not see
see the Wa l-Mart
the Wal~Mar1
markel share asan
market share as an unhea lthy dependence
unhealthy dcpendcnce on aa key key cuslomer,
customer. as Wal-Marl constitutes
as Wal-Mart constitutes a smaller shun:
a much smaller sha re of
of the Company's
the Company‘s
overall
overall revenues than for many Major Studios,
than for Studios. and the [he Company does <loes not anticípate that
not anticipate that the
the growth in in sales
sales to Wal-Mart
to Wal-Marl
Stores,
Stores, !ne., will grow disproportionately
Inc., will disproportionately with the Company
with lhc Company‘s ·s othcr customcrs. Rcvolution
other customers. lnternational has
Revolution International has commenced
activities for lhe
activities t'or the intemationa
intemmionull sales
sales and licensing
licens ing orof higher-end properties owned or
highcr-cnd properties controlled b_\‘
or controlled by the
the Company,
Company. lhe revenue
the revenue
results
results for
for which also
also exceed thethe fifteen
Liftecn percent ((l5%)
15%) thresho
thresholdld of total , annualized
0f total, annualized revenues.
revenues. The Company does <loes not feel
not feel
lhat the
that rapidly growing sales
the rapidly revenues being
sales revenues being realized
real ized from
from the intemational markets poses
the inlcmutional poses anan unreasonable
unreasonable or or viable
viable threat
threat to
to
operations, as
operations, sales are
as sales arc cumulati
cumulative ve ovcr
over multiplc
multiple licensing
licensing agreements For for spccilic territories, media
specific territories. media and titles.
tilles.
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The Company
G. The
G. Company docs not own or
<loes not or control any
any patents,
patents, fra nchise or
franchise or concess ions. 'I‘hc
concussions. The licenscs
licenses and roya lty agrecments
and rovalt‘v fall under
agreements fall under
the
the category of being
being part
pan of the
the ordinary
ordinary course
course ol‘busincss,
or business.
H.
H, The
The company does not need any government
docs not govem ment approva ls ol'
approvals of princ ipal products
principal products or scrvices.
or services.
ltcm
Item 3 Quantitative and Qualitative
Qualitativc Disclosu res About
Disclosures About Ma rl<et Risk
Market Risk
ln vestment in
Investment in the Company's Stock bears bears similar
similar risks
ri sks as
as mav
may cx ist with
exist with other
other stocks
stocks trading
trading on thethe OTC Markets
Markets board.
board. The
The trading
trading
price fo
price forr Company's Stock Sharcs Shares can varyvary significantly
significantly based
ba¿cd upon aa variety,·ariety ool‘r la ctors unrelated
factors ~ rclatcd t0 to the
the Company's actua actuall value
value o;
0r
revenue achievements.
revenue achievements. O Onn an accrua
accruall basix
basis, the
lhc Company is is gcnera
generatingting profits
pro fits each
each quarter.
quarter, with regular DVD
with regular LJV LJ and Blu-Ray product
and Blu-Ruy product
sales supplemented wi
sales th long-tenn
with long-term receivables
receivables for tbr Subscription
Subscription Video -On-Demand and Television
Video-(’)n-l)cmand Television sales.
sales. Howc
However,ver, on0n aa cash-ílow
cash-flow
basis, the
basis, the Company's cash resources
resources are ol‘lcn
oftcn strained
strained byby immcdiatc
immediate and long-term debt obligations.
long-lcrm debt obligations. Sorne
Some investors
investors and shareholders
and shareholders
have expressed
have expressed discomfort with the pers istently tight
the Company's persistently light cash pos ition, which has
cash position, has bccn h
t
been thc resultresul t or ba lancing ongoing
01‘ balancing ongoing
operational needs with debt management
management and new ncw release acti vities against
rclcasc activities product cash
against product cash ílows.
flows. Com ·ersely, many shareho
Conversely, lders have
shareholders have
also
also expressed resistance t0
expressed resistance to the
the concept of 01' issuing equity sharcs
issuing equity shares under
under "debt convers ion" structures,
"debt conversion" structures, wh whichich would relieve
re lieve much oot'f the
the
cash-ílow
cash-fimv burdens but but would result
result in
in aa dilution
dilution o 0ff shareholder
shareholder equi ty. Accordingly,
equity. Accordingly, management has has worked lo to fi nd the
find best balance
the best balance
of
ol' maximizing shareholder va lue and return,
shareholder value re tum , while
whi le minimizing
minimizing equityequity di lution acti
dilution vities. There
activities. 'l‘herc can be be nu
no assurance
assurance thatthat ongo
ongoinging cash
cash
flow from product
ílow product sales
sales will,
will, by
by itself,
itself, be su tTicicnt to
sufficient to meet the Company's combined opcrational,
mecl the operational, debt-management
dcbI-managemenl and growth needs. nceds.
To
'l'o
address the
address the Company
Company's 's cash pos ition, managemcnt
cash position, management has initiatcd initialed an agrecment
agreement with an Accounts l{eceivable-based
Receivable-based lender, tender, to
lo
accelerate flow from current
accelerate cash ílow curren! product
product sales
sales and thus fac il itate faster
facilitate faster growth
gromh into into new areas
arcas (such
(such as the Company's "VODwiz.com"
as the
streaming venture),
streaming venture), as well as
as well to provide
as t0 providc working capital capital tolo enablc
enable thc Lhc Company's Film Film and Television
l e le\·is ion Rights
R.ights Librar)'
Library to be more
lo be
eflíciently exploited.
efficiently exploi tcd.
generate DV
generate DVD D and Blu-Ray
Blu-Ray sales
sales to
t0 major retailers (and
major retailers Video-On-Dcmand
(and Video-( )n-Dcmand eontracts
contracts thro ugh the
through the major VO VOD D portals),
portals). there can be no
there can no
assurance
assurance that current and past
that current past sales
sales performance
performa nce will wi ll continuc
continue into
into the fu ture. The remedies
the l'ulure. remedies available
available lo to thc
the Company for fo r continued
continued
viability
viability and growth
gromh arcare revenues
revenucs from product sales
from product and licenses.
sales and liccnses, credit arrangements (both
credit arrangements (both with lenders and supplicrs)
m'th lenders suppliers) and stock-
equity opportunities
equily opportunities (ranging
(ranging from shcl f-reg istra tion of
shclf—rcgislrution of new shares
shares to "debt-conversion" ventures to
l0 "dcbt-convcrsion" alleviate the
to alleviate lhc eash-ílow burden
cash—l‘low burden
fro m older, qualify ing payables). Investment
from older, qualifying payables). Investment in in the
the Company's Stock Shares bears
bears significan!
significant risks,
risks. as
as well
“ell as
as signi fieant upside
significant
potential. The
potential. "Priee-Eam ings Ratio" for
'l‘hc "I’rice-ljarnings for publicly-trudcd
public ly-traded enterta imncnt stocks
entertainment stocks in ú1c Company's arca
in thc area o f ae
01' tivity results
activity res ul ts in
in an average
PIE rate
P/E rate o0ff 22-timcs.
ZZ-timcs. The current
current PIE
P/E ratio fo r Company's s(Hannover
ratio l’or House's) is
5(‘Hannovcr House's) is 5.8,
5.8. sugges ting ú1at
suggesting that the shares are
the shares currently trading
arc currently trading at
al
aa price
price that is undcrvalued
that is undervalued by factor 01
by aa factor · approximate ly 4-times
ot‘approximalely 4-times when compared to the industry
to the average.
industry average.
Trading
Trading volume in
in Company's
Company’s stock is aYerages
stock is averages approximatcly l ,5 10,000
approximately 1,5 shares per
10.000 shares pcr day, suggesting that
day. suggesting that investments
invcstments in the Company's
in the Company's
stock
stock may not be as
not be as eas ily or
easily or quickly
quickly resold as sorne
resold as some other stock offerings.
ot'tbrings.
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ltcm
Item -t Controls and Procc
4. durcs -- Evaluation
Procedures Evaluation 0f
of Disclosure
Disclosurc Controls Proccdurcs
Controls and Procedures
The
The tenn ·'disclosure controls and procedures"
term “disclosure procedurcs" is is dcfincd
dcl‘incd in Rules ll3a-15(Ac)
in Rules 3a- I5(c) and l 5d- l 5(c)
and lSd— l or the
5(0) 01' the Securities Exchange Act
Securities Exchange Act of 1934 as
0f I934 as
amended (the ·'Exchange Act").
(the "Exchange Act"). These rules
rules rel'cr
reCcr lo
to Lhc
the controls
conLrols and other procedures
zmd other procedures ool'ar a company
company that are designed to ensure that
Lhat are designed to ensure that
infonnation required
information required to be ddisclosed
t0 be isc losed by
by aa company in in the reports that
the reports [hat it
il files
files or submits under
0r submits under the Exchange Act
the Exchange is recorded,
Act is recorded, processed
processed,
summarized and reported within
within requircd ti me periods
required lime periods specified
spec i!ied in
in the SEC's rules
the SEC‘S rules and
and forms,
fonns, and
and that
that such
such infonnation
information isis
accumulated and communicated lo to management, including our
management, including Chicf Executive
our Chief Exccutive O fficcr and
Officer and Ch ief Financial
Chief Financia! Officer,
Officer, us
as appropriate,
appropriate. toto
allow timely
timely dec isions regarding
decisions requircd disclosuri..:.
regarding required disclosure.
0f March
As of March 31 3 l,, 20
20 l4,
14, Lhe
the end of
0f the period covercd
the period by this
covered by this report,
report, the
the Company carried out an
carried out an evaluation under Lhe
evaluation under the supcrvision
supervision and
and
with
with the participation o01‘í our Chief Executive Officer
the participation Olrícer and Presiden!
President 0for the
thc effectiYeness
cfl'cclivencss or our diselosure
ofour disclosure controls and procedures.
controls and procedures. Our
Our
Chief Exeeutive Offícer
Chief Executive Officer and Chief rinanc ial Orficer
[financial Officer have concluded that such controls
[hat such controls and procedures continucd
zmd procedures to be
continued l0 be effective
effecti,·e as
as 01'
or
March 31,
3 l, 201 4.
20 l4.
Item l.
Itcm l. Legal Proceedings
Procccdings
As of
of March 331l,, 2014, the Company
20 l4. the Company was not involved in
not involved in any or non-adjudicatcd
any open 0r non—adjudicalcd litigation
litigation matters.
matters.
lA. Rislc
ltcm 1A. Risk Factors
Other than as
Other than set forth
as set forth in this FORM IO-Q
in this 10-Q tiling,
tiling, then:
there arc
are n0
no spccilic risk [Zlctors
specific risk lactors relating
relating to
[0 the
lhc Company's securities
securities that are not
[hat are not
universally applicable
universally to other
applicable lo equit ies trading
othcr equities trading on the
the OTC Markets.
O'l'C Markels‘
cessation of
The cessation employment by
ot‘cmploymenl by cithcr
either Parkinson
Parkinson or
or Sherte could have
Shcl'lc could ha,·e ua material
material zmd
and negative
negatiYe impact
impact on
0n the Company, as
the Company, as current cash
current cash
ílows would not
flows not facilitate the hiring
facilitate thc hiring o r comparably
ol' comparably qualified
qualified e:s:ccutives,
executives. and thc loss
and lhc loss of Parkinson as
01' Parkinson as "key man" could
could result
result in
in
multiple title canccllations.
title agreement cancellations.
Pagel
Pagel S
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Itcm 2. Unregistered
Item 2. Unrcgistercd Sales
Sales of Equity
Equity St.>curities
Securities and Use of Procecds.
Proceeds.
Not applicable
applicable to lssuer.
to Issuer.
Itcm
Item 3. Defaults
3. Defaults Upon
Upon Senior Sccuritics
Senior Securities
Not applicable
applicable to lssuer.
t0 Issuer.
Itcm -t Submission
[tcm 4. Submission of Matters to
to a
a Vote of Sccurity Holdcrs.
of Security Holders.
Not applicable to
Nol lssuer.
to Issuer.
Item 5. Information.
5. Other Information.
None.
None.
Item 6.
ltem 6. Exhibits
Exhibits
None.
Pagel
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SlG NATURES
SIGNATURES
Pursuant
Pursuam tolo the requirements
requirements of the
the Securities
Securities Exchangc
Exchange Act of
01' 1934,
1934. thc
thc rcgistrant
rcgistrunl has
has duly
duly caused
caused this
[his repon
report to
l0 be
he signcd
signed on
0n its
its
behalf by the
behalfby the undersigned,
undersigned, thereunto
[hereunto duly
duly authorized.
authorized.
Date:
Date: May 14,
l4, 2014 Hannovc
Hannoverr Housc,
House. Lnc.
Inc.
By:
Bv: /s/ Eric F.
ls/ Eric F. Parkinson
Parkinson
Eric
Eric F.
F‘ Parkinson,
Parkinson,
Chairman & ChiefChief 1::xecutive
Execuxive Oflícer
Officer
Page
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CERTJFICATlON
CERTIFICATION
1, cric F.
l. Eric Parkinson certify
F. Parkinson certify that:
that:
2. Based
Iv
Based on
on my
m_v knowledge, this report
knowledge. this report does
docs not
n01 conlain
contain any
any untruc
untrue statement
statement of
0f au material
muleriul fact
fact or
or omit
omit to
t0 slate
slate a
a material
material fact
fact
necessary t0
to make thcthe slatements
slalemems made, in in light
light of
0f the
the circumsta nces under
circumstances under which
which such
such slatemcnts
statements werc
were made,
made, not
not misleading
misleading
with respect
respect to
lo the
the period
period covered
covered by
by this
this report
report;
3.
3. Based
Based onon my knowledge,
knowledge. the
[he financia!
financial statements,
statements. and other
other financia
financial! information
information included
included in
in tlu s rcport,
this report, fairly
fairly presenl
present in
in al!
all
material respects
respects the
the fínancial
financial condition, rcsuhs of
condition, rcsults 0f opcrations
operations and
and cash
cash ílows
flows ooff the
lhc registran!
registrant as
as of,
01‘. and
and for,
for, thc
lhc periods
periods presented
presented
in this report:
in this report:
4.
4‘ The registrant 's other
The registrant‘s other certify
certifying officer and II are
ing officer responsible for
are responsible for cstablishing
establishing and
und maintaining
maintaining disclosure
disclosure controls
controls and
21nd procedures
procedures
(as dcfined in
(as defined in Exchange Ac
Actt Rules 13a-l
1311-1 5(e)
S(c) and llSd-
5d- l5(c))
[Sum and interna!
imemal control
control over
over fi na ncia! reporting
financial reporting (as defined in
(us delined in Exchange
Exchange
Act Rules l1311-150)
Acl Rules 3a- l 5(f) and llSd-lsm)
5d- l 5(f)) for
for thc
Ihc registran!
registrant and
and haYe:
have:
(a)
(u) LJesigned
Designed such
such disclosure controls and procedurcs,
proccdurcs. oror caused such
such disclosurc
disclosure contro ls and
controls and proccdurcs
procedures to
to be
be designed
designed under
under our
our
supcrvision, to
supervision, to cnsure
ensure thal
(hat material
material information
information rclaling
relating to
lo thc
lhc registran!,
registrant, inc luding its
including ils consolidatcd
comolidalcd subsidiaries,
subsidiaries. is
is made
made known
known
to
Io us by
by others within those
those cntitics,
entities, particularly
particularly during
during the
[he period
period inin which
which th is rcport
this rcpon is
is bcing
being preparcd:
prepared:
(b)
(b) Designed such interna!
internal control
control over financia! reporting, or
financial reporting, 0r ca uscd such
caused such interna!
internal control
control over
over tinancial
financial rcporting
reporting lo
Io be
bc dcsigncd
designed
under
under our
our supervision, to provide
supervision, Io provide reasonable
reasonable assurance
assurance regarding
regarding thc
the rcliability
reliability of
of línancial
financial reporting
rcponing and
and the
lhc preparation
preparation of
of
financia! statemcnts
financial statements for
for externa!
external purposes
purposes in
in accordance
accordance with
with gencrally
generally acceptcd
accepted accounting
accounting principies;
principles;
(c)
(c) Eva luated the
[Evaluated et‘tbctiveness o
the effectiveness f the
01‘ the rcgistrant's
registrant‘s disclos urc controls
disclosure controls and procedures
procedures and
and prcsented
presented in
in this
this report
report our
our conclusions
conclusions
about the
(he effcctiveness
effectiveness of
0f the
the disc losure contro
disclosure ls and
controls und procedures,
procedures. as
us o
0ff thc
lhc cnd
cnd of
0f the
the period
period co vered by
covered by this
this rcport
report based
based on
0n such
such
evaluation; and
evaluation; and
(d)
(d) Disclosed in in this report any
this repon any change in in thc
the registrant"s
registrant‘s interna!
inlcmul contro
comroll over financia! reporting
over financial reporting that
that occUJTcd
occurred during
during the
the
rcgistrant's
rcgierant‘s most reccnt
recent lisca
fiscall quarter
quarter (the
(the registrant's
registrant‘s fourth
fourth físcal
fiscal quartcr
quarter in
in the
the case
case o
off an
an annual
annual report)
report) that
that has
has materially
materially
alTected,
affected, or is
is reasonably
reasonably likely
likely to
to materially
materially afTect,
affect, thc
lhc reg istrant 's inlcmal
registrant‘s interna! control
control o ver financia!
over financial reporting:
reporting; and
and
5.
5. The registrant‘s
registrant's other
other certifying
certifying officer
olTicer a nd I ha
und l ve disclosed,
ham: discloscd‘ based
based on our
our most
most reccnt
recent cvaluation
evaluation of
ol' interna!
inlcmal control
control ovcr
over financia!
financial
reporting, to
reporting, t0 the rcgistrant' s auditors
the registrant‘s auditors and the
the audit
audit committee
committee of
ol' the
[he registrant 's board
registrant's board of
01' directors
directors (or
(or persons
persons pcrforming
performing the
lhu
equivalent
equivalent function):
function):
(a)
(a) AII
All significan!
significant detíciencies
deficiencies and materia
materiall weaknesscs
weaknesses in in lhc
thc design
design or
or opcration
operation of
of interna!
internal control
control o \·er financia!
over financial rcporting
reporting which
which
arc reasonably likely
are likely lo
lo adversely
adversely affcct
affect the
the rcgistrant 's ability
registrant‘s ability to
to record,
record, process,
process. summarize and21nd report
report línancial
financial information:
information:
and
and
(b)
(b) Any fraud,
fraud, whether or not material,
or not material, that
that in vo lves management or
involves or o thcr employees
olhcr employees who have
have au significant
significant role
role in
in the
the registrant's
registrant‘s
interna!
inlcmal contro
controll over
over financia!
financial reporting.
reporting.
Date:
Date: May 14,
l4, 201
20144 Hannovcr
Hannover Housc,
House, Inc
Inc
13y:
By: /s/ Eric F. Parkinson
/s/ Ericl". Parkinson
Eric F,
Eric F: Parkinson
Parkinson
Chairman Chie!'
Chief L.::xecuti
lixcculiveve Off-ícer
()t‘ficcr
Page
I’ugc 18
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I
UNITED STATES
UNITEO
COMMISSION
AND EXCHANGE COMMISSION
SECURITIES ANO
D.C. 205~9
Washington, O.C. 20549
FORM 10-Q
lO-Q
For thc
the quartcrl~·
quarterly 1>criod June 30,
cndcd: Junc
period ended: 30. 201~
20 14
Hanno,·cr House,
Hannover Housc, lnc.
Inc.
(Exac
(Exactt name o f registran! as
ot‘rcgistmnl as spccifíed in its
specified in its charter)
charter)
W\'omin<>
Wyoming
• b 000-28723 91-1906973
9 1- 1906973
(State
(Stale or
or Othcr
Other Jurisdiction
Jurisdiction (Commi ssion
(Commission (I. R.S. Employer
(IRS. Employer
of lncorporation or
ol‘ Incorporation or Organization)
Organization) 1-'ile
l‘ilc Numbcr)
Number) ldcntification
ldcnlificznion No.)
No.)
1~28
1428 Chcstcr
Chester Strect, Springdale, AR 7276~
Street, Springdale, 72764
(Address
(Address of
ol‘ Principal
Principal b ccuti vc Oflíccs)
bxcculivc Offices) (Lip
(Lip Codc)
Code)
~79-751-~500
479-75 l 4500
(Registrant ·s telephone
(Registrant‘s number, including
telephone number. including arca
urca codc)
code)
f/l<la
f/k/a "Targct
"Target OcYelopment
Development Grou p, Inc."
Group. Inc."
lndicate by check
Indicate by check mark whether the registrant
whether Ihc rcgistrum ((l)
l) has filed ali
has filed all rcports
reports required to be [íled
required to by Section
filcd by Section 13
13 or
0r 15(d)
15(d) of
01' the
(he Securities
Securities
Exchange
Exchange Act of 1934
Act 0f 1934 during
during the
thc preceding
preceding 12 months (or
12 months (or fo r such
l'or such shortcr period that
shorter period Lhe registrant
that the rcgistrant was rcquired to fílc such
required to file reports),
such reports).
and
and (2)
(2) has becn ssubject
has been tn such
ubjec t to fil ing requirements
such filing requiremcnts fo r the
l‘or the past
past 90 days.
days, U No 0E
Yes O
lndicate
lndicalc by
by check mark whether
check mark whether the the registran! has submitted
registrant has submitted dcctronically
electronically and
und posted
posted on its
its corporate
corporate Web silc,
site, if
if any,
any, evcry
every
!nteractive Data File
Interactive Data required to
Filc rcquircd to be
be submitled
submitted and postcd pursuant
und posted pursuant tolo Rule 405 or Regulation S-T
0f Regulation S-T (§232.405
(§232.405 of this chapter)
ot‘lhis chupler) during the
the
preceding
preceding 1212 months (or fo
months (or forr such
such shorter period that
shorter period that the reg istran! u
lhc registrant was
us required
required to
l0 submit and post
post such !íles).
files). Yes O U No 0M
lndicate
Indicate by
by check
chuck mark whether the registran!
whether the registrant is
is a large accelera
a large tcd filcr,
accelerated I'llcn an
1m accelcrated
accelerated filer,
filer. a non-acceleratcd filer,
u non-accelerulcd filer‘ or a smaller
smullcr
rcporting
reporting company.
company.
Large
Large accclcrated
accelerated filer U
filer O filer U
Accelerated filcr
Acceleratcd O Non-acccleratcd
Non-uccclcralud fíler
filer OD Smaller reporting M
rcpomng company 0
lndicatc by check
Indicate by check mark whether
whether thc
the registran!
registrant is
is a
u shell
shell company (as
(us delíncd in Rule le2b-2
defined in -Z ofl
0f the Act).
(11c Act)‘ Yes U
O M
No 0
ONLY
APPLICABLE O T0 REGISTRANTS INVOLVEO
NLY TO lN BANKRUPTCY
INVOLVED 1N BANKR UPTCY
PROCE DURING 'l'HE
EOlNGS OURlNG
PROCEEDINGS PRECEDING FIVE YEARS:
THE PRECEDlNG YEARS:
Indicate by check
Indicate by chuck mark
mark whcther
whether thc
(ht: reg
registrant has filcd
istran! hus filed ali documcnts and
ull documents and reports
reports required
required to
lo be
be filcd by Scctions
filed by Sculions 12,
12, 13
l3 or
or l15(d)
5(d) or lhe
of lhc
Securities
Securities J::xchangc
Exchange Act
Act of
01' 1934
1934 subsequcnt
subsequent to l0 the
the distribution
distribution o
ufr scc uritics undcr
securities under a plan conlirmed
a plan confirmed by by a
a court.
court, Yes OU No 0E
APPLICABLE ONLY TO CORPORATE ISSUERS
lndicate [he number of
Indicate the of shares
shares outstanding
outstanding of
of each
each o
off thc issucr ·s cclasses
lhc issuer‘s lasses ool‘common
r common sstock,
tock, as
as o f the la
ofthc test practicable
latest practicable date
dale..
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The Company’s
Company 's stock
stock is
is traded
traded on the
the OTC .. Pinks hccts'· Marke
“Pinkshccls” Markets ts under
under thc symbol: 1
tradi ng symbol:
thc trading -IH SE. Thc Cusip
HHSE. Cusip number for thc
for lhc
Company is:
is: 4 1Ol. The fo
10686 101. llowing is
following true and corrcct.
is true per oour
correct. per ur transfer
trans fcr agent,
agent. as of and at
as ol‘zmd at the period cnd
lhc period ing on Junc
ending June 30.
30. 2014:
20 l4:
a.
a. Total Stock Shares
Total Common Stock in issue
Shares in issue as
us of .lune 30.20
ot‘June 14 : 598,338,905
30. 20 l4: 598338.905
c. Series
c.
“A" Preferred
Series '·A" Preferred Shares: 1,000,000
Shares: l.000,()0()
Shareholders of Record:
Shareholders of 192 (Standard
Record: 192 Registrar count)
(Standard Registrar count)
Total Beneficia!
Beneficial Shareholders:
'l'ota] 1,989 (Broadridge,
Shareholders: 1,989 ICS count)
(Broadridgc, ICS count)
Total
'l'otal Authorized
Authorized Series "A” Preferrcd
Series "A" Preferred Shares: 10,000,000
Shares: [0,000,000
The Transfcr
Transfer Agcnt
Agent forfor thc
the Compan~·'s
Company’s stock
stock is:
is:
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(
Mr.
Mr. Fred
Fred Schefte
Schefie
Hannover House,
House, lnc.
Inc.
January 1O,
January 10, 2013
Page4
Page 4
discuss any
discuss any questions
questions or
or comments,
comments, or
or to address any
to address any issues
issues requiring
requiring further
further discussion
discussion and/or
and/or
negotiation.
negotiation.
Sincerely,
Sincerely,
44/
AGREED T0:
AGREEDTO:
By:
By:
Fred
Fred Schefte
Schefle
Its:
Its: Chief
Chief Pinancial
Financial Officer
Officer
ce:
cc: Eric Parkinson, Chief
Eric Parkinson, Chief Executive Officer -— Hannover House,
Executive Officer Hause, Inc.
Inc.
Brian
Brian Jaynes
Jaynes
ORIGIN -- 1328
1328
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7/hhse10q0630201 4.htm
This
This disclosure
disclosure statement contains ·'forward-look.ing
statement contains ‘1bnw‘ard-looking sla tements .. within
statements" “ilhin thc
lhc meaning of or the
the Private
Private Sccuri ties Litigation
Securities Li tigation Reform
Refom1 Act of of
1995.
I995. In In some
sorne cases
cases you
you can identil'y fo
can identify rward-looking statements
forward-looking statements by by terms such as
terms such as .. may .., “intend".
"may", ·'intcnd·', “will",
··will", ··could--,
“could", ·'would",
"would",
“expects", "“believe”,
"expects", believe", “estimate",
··estímate", oror the ncgativc o01'f these
the negative these 16mm,
terms, and similar
similar expressions intended to to identify fo rwa rd-looking
identify tbnvard-looking
statements. These fo
statements. rward-looking statements
fom'ard-Iooking statements reflect
ret'lccl our current
curren! \‘icws
\"Íews wiú1
with respcct to fu
respect l0 ture events
future eYents and areare based
based on asswnptions
assumptions and
are subject to
arc subject risks and
lo risks and uncertainties.
uncertainties. Also,
Also, thcse
these fo rward-looking slzllcmcnls
fonvurd-looking statements present
prescnt our estimatcs and assumptions
our estimates assumptions onlyonly as of the
as of the dale
dale
ooff this disclosure statement.
this disclosure statement. Except forror our
our ongoing obligation
obligation lo to disclosc material infomlation
disclose material informa tion as required by
as required by federal
federal securities laws,
securities laws,
we do not intend
d0 not intend tol0 update you conccming
concerning any any futurc re,·isions lo
future revisions to any fo rward-looking statements
any fonvard-looking statements to reflect events or
l0 reflect or circurnstances
circumstances
occ urring after
occurring after the
the date
date o
off this
this disclosure statement.
disclosure statement.
Actual results in
Actual results in the future could
the future could ddiffer
iffcr matcrially
materially and adversely
advcrsely fro m thosc
t‘rom those described in the
described in the forward-look.ing
lbm'urd-Iooking sta temcnts as
statements as aa result
result of01'
increased costs
increased for producing and marketing
costs for marketing fcature lilms, budget
feature films, budget overruns, limita tions imposed by
overruns, limitations by our
our credit faci lities,
credit facilities,
unpredictability o0ff Lhc
unpredictability ú1e commcrcial
commercial success o r our
01' our motion pictures
pictures and te lcvision programming,
television progrn mrning , the cost ooff defending
the cost dcfend ing oour
ur intellectual
intellectual
property, difficulties
property, difficulties in
in integrating
integrating acquircd busincsses. and
acquired businesses. and technological
lechnological changes
changes and oilier trends
zmd other trends affecting the enterta
affecting lhc inment
entertainment
industry.
indusln'.
l—- FLNANClAL
PART 1 FINANCIAL INFORMATION
Thc Company's Financial
The r inanc ial Sta tcmcnts fo
Statements forr the
the lhrce-month
iliree-monili period
pcri od ending June
June 30, 20 14
30, 20 14 are
arc conta ined within
contained the tbllowing
within the fo llowing pages.
pages. In
In
compliance
compliance with regulations goveming FORM lO-Q
regulations governing 10-Q rcports,
reports, the infom1ation contained
the information contained within
within these financ ia! statements
lhcsc financial statements is
is unaudited.
unaudi ted.
Additional disclosures
disclosures as are
are rcquired
required for Currcnt Reporting
l‘or Current Rcporting Status
Status “ith lhc Ore
with thc Markcts are
O'l'C Markets inc luded in
are included in this
this li ling.
filing.
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EXHIBIT
1-E
1 -E
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HANNOVER HOUSE, lN C.
INC.
•* All
All costs
costs íncurred by Hannover 1-Iousc
incurred by House regarding
regarding travel
[rave],, accommodations,
uccommodalionx entcrtainment
entertainment and marketing
marketing expenses
expenses associated
associated with
with lhe
lhc
Company ‘s attendance at
Company's at the
the Cannes Film
l’ilm Festiva
Festivall and Marc
Marchc he Du Film
l-‘ilm in
in May,
May. 20 14,l4, were prepaid
prepaid by
by Maremanno
Maremunno Corporation
Corporation as
us
part of
purl 0f their
their strategic
strategic im·estment
invcslmcm inin the film‘ --B/ack
the film, “Black Eyed Dag."Dog.'' Maremanno
Murcmanno is is entitled
entitled to
to recoupment
recoupmem ool'thesc
f lhese Cannes cosls
costs
(approxi111ate(v
(approximately $29,650)
$29,650) from incoming intemutional
intcmational sales
sales licenses
licenses wri llen by
\nitlcn by Odyssey
Odyssey Pictures
Pictures Corporation,
Corporation, as
as such
such revenues
revenues are
are
reccived.
received. Accordingly. lhcse expenses do not
Accordingly. thcse n01 appear
appear on thethe IHHSE
[HSE sumrnary
summary of recoupablc investments.
ol‘rccoupablc investments.
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HANNOVER
HA NNOVER HOUSE, lNC.
INC.
CONSOLIDATE
CONSOLIDATED D BALANCE SHEET
JUNE 30,
30, 20 1-' (UNAUDITED)
201-l
ASSETS
CURRENT ASSETS
Equivalenls **
Cash & Cash Equivalents $$ 77,396
,396
Accounts Receivable**
Receivable“ $$ 3,462,3 24
3,462,324
Co-Production Rcvenues
Revenues Rece ivable
Receivable $$ 708,000
708.000
Recei,·ables
VODwiz Receivables $$ 26,750
Prepaid
Prepaid Wages $$ o
(I
Merchandise Invento[)·
Inventory $$ 148,665
148,665
Prepaid
Prepaid Advertis ing
Advertising $$ o0
Prepaid Producer Royallies
Prepaid Producer Royalties $$ 1,955,649
1,955,649
Producer Marketing
Marketing Recoupmcm
Recoupmenl $$ 2,204,544
2,204,544
Film Distribution
Distribution Righ ts
Rights $$ 2,31 4,914
2,3 14,914
F ilm Production
Film Production lnvestments
[mfeslments $S 497, 166
497,166
Notes Receivable
Notes Receivable and Net
Net Rccoupment
Recoupmcm $$ o0
TOTAL CURRENT ASSETS sS 11,355,399
11,355,399
OTHER ASSETS
HLM
FILM & TELEV lSION LIBRARY
TELEVISION $$ 22,3
-2,3 15,337
15,337
$$ 33,796,5 14
33,796,514
** Includes
fnc/11des lhird-party fi11a11cing pmceezls
Illin'I-parn'finuncing proceeds desig11ated
designated specijical(v jor use
specifically/or uxe i1111ew
in new markeli11g
marketing ve11111res,
venmres. and 1101 jor general
noII/br purposes or
general purposes ar
payables.
payables.
** A.ccounts Receivable
“Accounts Receivable i11c/11des
includex the(he gross
gmss co11/rac1
contract va/11es Jor jiil(v-accepted, credit-worthy
valm'xjbrflllbhaccepted, crediI-wort/zy i11ternatio11al
intematianal presa/e
presale agreemems
agreements
(S2,500,000},jor
(52.500.000), for which
which the
the net
Mel amo11nt payable to
amount payable prod11cers licensors
to producers liccmors isi5 expensed
urpensezl on
on the
(In! liability
liability delail.
detail. Company
Company hashas retained
retained
previo11s(v recog11ized
previously Ncognized i11tematio11al
inlernulionul presa/es
presules and
um] coprod11ctio11
copmduclion co111racts,
commas. b111 bu! has
hus i11te111io11al(v
intentionalb' withheld
wilhhelnl recog11itio11
mcognilion of new comracts
ofnew contracts
and presa/es obtai11ed
(mdprumles obtained during
during or ar ajier
qfler the
the Ca1111es
f 'wmes Festival
l’exlivul and \ larket, so
um! 1:\lurkel. so that
that these
thaw revenues
revenues maymay bebe recog11ized
recognized al
u! au /afer
later dale,
dare. like(v
likely
11po11
upon de/ive,y
delivery of 1!,e subjec/
oflhe j ilms.
subjcclfilms.
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LIABILITIES AND
LlABlLITlES AN STOCKHOLDER'S EQUITY
O STOCKHOLDER'S EQLi lTY
CURRENT LIABILITIES
Accounts Payable
Accounts Payable $$ 155,352
155352
Accrued Royalties
Royalties $$ 298,509
298,509
Producer Acquisition Advanccs
Producer Acquisition Duc
Advances Due $$ 67,802
67.802
Accrued Wages $$ o0
Producers'
Producers‘ Share
Share of Co-Production Revenues
ol'Co-Produclion $$ 566,400
VOUwiz
VODwiz Third Party Payablcs
'l'hird Party Payables $$ o0
Payroll
Payroll Taxcs Payable
Tues Payable $S o0
NB Cal AFII, P&A
Cal AFIL P&/\ Loan $$ 349,226
349,226
1-lounddog
Hounddog P&A Note Note (Weinreb)
(Weim'cb) $$ 847,289
847.289
Other
Other Bank
Bunk Note
Note (BOF and TCA) $$ 442,043
442,043
TOTAL CURRENT
l‘O’l'AI. CU R.RENT LIABJ.LlTL I::S
LIABILJ'I‘IL‘S s
S 2,726,621
2,726,621
LONG-TERM LLABILILTIES
LIABILILTIES
Long-Tenn
Long-’l'crm Payables
Puyables (including
(including TCA, Imcrstar
lntcrstar & Bedrock)
Bcdrock) $$ 2,586,807
2,586,807
Assignment of
Assignment 0f lntl.
Int]. Sales Nct to
Sales Net lo Production
Production $S 1,900,000
1.900.000
Executive
Executive Salary
Salary Deferrals
Dcferrals $$ 1,073,686
1,073,686
Officer
Officer Notes Payabie
Payable $$ 158,340
158,340
SHAREHOLDER'S
SHAREHOLDER'S EQUITY
Common Stock
Stock (598,338,905
(598338905 shares
shares
issued utstanding) **
issucd and ooutstanding) ** $
S 20,354,700
20,354,700
Rctained
Retained Eamings
Earnings $
$ 4,996,360
4,996,360
SHAREHOLDERS EQU
TOTAL SI-IAREl-!OLDER'S ITY
EQUITY $
$ 25,35 1,06 1
25.351961
$ 33,796,514
** Tota
Totall Liabilities
Liabilit ies includes
includes self-liquidating
self-liquiduling (self-funding)
(self-lhnding) revcnucs
revenues t'rom
from intcm ational presa
inlcmutional les und
presules and co-production
co-produclion incentives,
incentives, which
collcctivcly
collectively represen!
represent $2,44
$144 1,400.
,400,
l
**
** Total
'l‘otal share
share count
count does
does not include the
not include the llO-million
O-m iIl ion share
share deduction
deduction that
that is
is in
in the
the process
process of bcing
being returncd m treasury
returned to lrcasury stock from the
the
dissolution
dissnlution and rcso lution ol"
and resolution of the
thc T CA Global
'l'CA Global Muster
Master 1-"und
1"und crcdit
credit line
line vcnturc.
venture.
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CHANGE lN
CHANCE IN SHARE STRUCTURE DURING REPORTI.NG
REPORTING PERIOD
JUNE 30,
30, 201.t
201-l
Changc
Change
During
Sharc
Share Structure
Structure Description
Description 6/30/201.t
6/30/2014 3/31/201-t
3/31/2014 Quarte
Quarterr
Unrestricted
Unrestriclcd Common Stock*
Slock‘ 489,278,3
489,278} lO
10 449,580,622
449,580,622 39,697,688
39,697,688
Restricted
Restricted Common Stock [09,060,595
[09.060595 130,65
131165 1.743
.743
1 (2
(2 l ,59
l .59 1,
1. l~8)
HS)
COMMON STOCK ISSUED*ISSUED“ 598,338,905
598338.905 580,232,365
580,232,365 18, 106,540
18.106540
COMMON STOCK AUTHORI7.ED
AUTHORIZED 700.000,000
700.000.000 700,000,000
700000.000 o
0
Prelerred
Preferred Shares Issucd
Shares Issued 1,000,000
1‘000‘000 1,000,000
LOOODOO o
t)
Preferred
Preferred Shares Authorized 10,000,000
10.(J00,()OU 10,000,000
10,000,000 o0
Total
Total Beneficia!
Beneficial Owners 1,989
1,989 1,977
1.977 12
12
(per
(per Broadridge)
Bromlridge)
Total
Total Shareholders of
0f Record 192
192 183
183 9
(per Standard Registr01)
(per Stam/mrl Registrar)
** Co111111011
Common StockStock share
share count
calm! as
ax ofJune
ofJune 30,
3!), 20 f./,
201-l,
per company
per s
companvk trans.fer
transfer agent,
agent, Standard Regislrar &
Standard Registrar A’-
7i‘rms/é'r C
Trans.fer o., /ne.
£'a., Inc.
Changc
Change
During
Re,·enue Source
Revenue 6/30/201.t
630/2014 6/30/2013
6/30/2013 Quarter
Quarter
Core
Core USA Consumer Products
Produc ts & VOD Revenues 156,440
[56,440 223,802 (67,362)
(67.362)
Intcmational
Imcmational Sales
Sales Licenscs*
Licenses“ o
() o
0 o
0
Co-Production
Co-l’roduclion Revenues 708,000
708.000 o
0 708,000
708.000
VODwiz Revenues 26,750
26,750 o
O 26,750
26‘750
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Hannover
Han nover House,
Hou w, lnc.
Inc.
Manna
Netlm
Netlncorne
stalEwell:ofc.ash rbws
flJws -Q/E
- a-au-muv;
01E 6-30-2014
S
5
M
Vs.. Q/E
QIE 33-31-2014
-31-2014
241.647
241,647
BalHJao
5mm
“AWN Wk
in:ome (aan.ml}
{ammfl ID
m recvm:le net
Bahnm Sheet Adjmtments tr, net
msh pYNi/ed (used/orJ
baubnwikdfmedfiu}
S
S mm
~286
Wandvrir-dwvm&afi5tmb
ope,uliom,
amendmgin
amlw~rbwm &adjuslments
( 1 ~ ) Deaeaiein
Amflslhceimle
Aa:ountsRece iwci>le
Mmm
ss ~887 S
s
M4 ~462,324
1462.324
3—31-m14
S~481,211
$1481.31
Co-A"odudion Rews~ceñ,¡j,le
Co-kodxhnnneusmoeirable ss {mm
f}(l\.CXQ mun ss -
ss JOB.CID -
VMzRemidles
~CJOwiz Rece ¡w.j,les; sS (~~
(Em sS ~750 2am sS --
Ptenaidms
Prepaid~s sS - -
sS -- s$ --
Imm!
lnwedcly sS (1.851)
[LN IKE SS 146.DI
sS 14a6ffi 1m
Hmmmneaxmert
Prowcer-Uineti~Remupned:
Prepaid ProdlcerRoyalties
PrepaidProdurflovalfies
ss -
s$ (79.458)
{79.458}
-
S3
mm
ss 1,.20,t\.544 s5mm
15am
~649
2,.204,544
Sl.876.191
$1335.31
Fi 1m Disbibution Ri¡;lts
Filmniwibujnnnuis ss - - Ss 2,.31~4
2.314.914 S$2,314,914
2,.314.914
Fi manners
1m Produd:ion nwesbnenls
Fihnproduttim ss - -
ss 497.1E6
497,15 S ELIE
s 497.1E6
tum
•um(Deum)in
in
mmmm
Ao::amtsf>ar¡jJle ss ll.151
11,151 ss 15m ss
~ 144m
144,.201
mm
A.a:rued Royalties;
namedlbyanies ss ~QK)
45w ss man ss
~ ~.829
ProdmAapistiaanns
Prowcer- Aaallisi:ion A.dwcslces s$ (79.458)
[714$ s$ fin s3
67.aJZ 147m
147.1B)
AmundWazS
A.a:rued ~es sS - -
s$ -
-
s$ --
Pafroll
ParollesDne
TacesDue sS - -
s$ - sS
- --
Hummuul:
tto..Nldot:P&A Nole ss mam
2Q.6ffi ss 011m ss
847,.1Jl9 826m
826.62.4
unmminnu
NB cal IDat(N'll) ss - -
s$ 349m ss
349,226 mm
349,226
[mumaTt-A
Billtlt Ndc & TCA ss (lQ.~
{mun ss 62,06 s
432.05 s 442,.05
442.06
L~Tenn f>ar¡jJles
|_La_zTennPaanes (mm
ss (144.62(1 ss 2mm?
~KJI S:2.731.427
52.31.42?
WheofCo-Plulneus
Prowcer-Shis-e of Co-Pmd.. Rews. mm
s$ ~«D sS 5am s$
~«D -~
mmmofhtlmfls
ASl>ir,lrnenl: of lntl Presales ss - -
ss mm)
]$X\CXD Sl.$D.CXD
sung!)
mmmmmfend
&eol:iwe Satar, Derena s$ 9.~
9.690 sS 3mm
1.07336 Sl.CE.996
1.~6116
Ofiflrflahsl’qdfle
Officer Noles; Parci>le sS (ll,.5(Q
(11.5!!! sS ~
15830 s3 lm.Ml
IBM
Cash
m
Fbws Fmm
Cad: Flows From Fnancing
Financing Activities
Fimfl
Activitia
Gr.lhan fincn::ial Debt
Madmfim Consuttng
Fbws— Marketing
Cash Flows-
DeflCnmu'n‘on
Cnnmfl'ng Fees
FEE
homefi
COIWCI 5Dl Plt>ceeds S
S
S
S
Mm
84.6Z1
nun
~cm
Image(DamenCash
1mease (Oeuease} in Cash
Cash, Oeginning
Beg'nnirg of Paid
of Pwiod S
$ am
~220
Cash, End of
Cash, Fahd
of Per.'iod Ss 7,.396
1,35
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Itcm
Item 2.
2. Managcmcnt's
Management’s Discussion
Discussion and Anal~·sis Financia! Condition and Results
Analysis of Financial Rcsults 0f
of Operations
Operations
Thc following
The l"ollowing discussion should be
discussion should bc read
read in
in conjunction with the
conjunction with the unaudited
unauditcd intcrim consol idated financial
interim consolidated línancial statements
statements and relmed
related notes
to
lo the
the wiaudited interim consolidated
unaudited inten'm consolidated fi nancia! statements included
financial includcd elsewhere
clscwhcrc in in this
this rcport.
rcporl‘ This discussion contains forward-looking
fom’ard—looking
statements that
statements that relate to future
relate l0 future e\·ents or our
events or our future
future financia! performance. Thcsc
financial pcrt'onnzmcc. statements inrnl\'e
These statements involve knmm and unknown risks,
known risks,
uncertainties and other
uncertainties other factors that may cause
factors that our actual
cause our results, levels
actual results, levels of acti vity, performance
activity. performance 0r or achievements
achie\'ements to to be materially
be materially
different from any
different [uturc results.
any l‘ulurc rcsults, levels
Jevels of
ol‘ activity, performance
activity, perfo rmance or or achievcments
achievements expressed or or implied by by these
these forward-looking
forxwrd-looking
statements. These forward-looking sstatements
statements. fom'ard-looking tatements are based largely
are based large ly on our current
current expectations
expcctations and are subject to
arc subject t0 aa number 0f of uncertainties
uncertainties
and risks
and risks including
including the
lhc Risk foctors identi
Risk Factors fied in
identified in our Quarterly Fom1 10-Q
Quarterly l~'om1 lO-Q for the lhrcc-monlh
l‘or lhc threc-monlh period
period ending June 30, 30, 2014. Actua
Actuall
results could
results could di!Ter
difi'cr materially fro m these
materially from these fo rward-looking slalcmcnls.
tanard-looking statements. Il'lannm'cr
lannover l'lousc.
House, Inc.
!ne. is
is sometimes referred
referred loto herein
herein as
us '\ve."
"u'c."
"us,"
us, "our" and the
our" "Company."
the "Company."
Thc naturc
nature of thc issuer’s
0f the issuer's business is drivcn
business is by the
driven by the operating
operating entity, I-lannovcr lHouse,
entity, Hannover louse, which is a l'ull-servicc
is a full-serviee producer
produeer and
21nd distributor
distributor
of entcrtainment products
ot'enlcrtainmcnl produets (i.e., jeawre jilms jor theatrical,
(i.e.. jéamrejilmsfor rhealrical, video,
video, television
te/evisio11 and i11rernatio11a/ ddistribution,
am] international istrib11tio11, anda publisher of
and a publisher books).
q/‘booksL
Hannovcr
Hannover Housc, !ne., f/k/u
House, Inc., f/k/a Target Group, !ne.
'I'argcl Development Group, (whieh was also
Inc. (which fom1crly known us
also l'omlcrly as "Mindset Interactive
Interactive Corp.")
Corp") was
registered as
registered as a
a corporation in in Wyoming on January 29, 2009.
January 29, 200‘). Truman
'l'rumzm Press,
Press, lnc.
lnc.,, d/b/zl
d/b/a "“l-lannm’er
Hannover House"
House·· was registered
registered as
as a
a
corporation in
corporation Cali fornia on
in California 0n September 15, 15, 1993,
I993, and re -registered in
re-registcrcd in /\rkansas
Arkansas effcetive .lune 2008.
cfl‘cclivc .lunc 2008, T he Ecklan
The Ecklan Corporation,
Corporation,
registered
registered on March 25,
25, 1998,
1998‘ in the State
in the of Texas, was the
Stale ofTexas, predeccssor entity
the predecessor to Target
cnlily lo Target Dcvelopment
Development Group,
Group: !ne.
Inc.
Neither the
Neither the House, lnc.,
Company, Hannover House, the operating
lnc., nor the operating entity,
entity, Truman
'l‘ruman Prcss, lnc., d/b/a
Press, lnc., --1--1anno\·er House"
d/b/a “Hannover House'· ha\'e
have ever been in
ever been in
bankruptcy.
bankruptcy. To the best
T0 the best of
ol' management's
management‘s knowledge,
knowledge, no no predecessor
predccessor enti ty has
entity has cvcr
evcr been
bcen in
in bankruptcy.
bankruptcy.
Effective January
Effective January 1,
l, 2010,
2010, Targct
Target Development Group, !ne. , acquircd
Group, Inc,. ali 01'
acquired all of thc
the shares
shares of
ot' Truman Press, lnc. , d/b/a
Press, Inc, d/b/a ·'“Hannover
Hanno\·er House"
in a stock-swap agreement.
in a agreemenl. The detai ls of
details 0f this
this acquis ition venture
acquisition \·enture are
arc describcd
described in in detail
detail within
\\'ithin the
the information
information sstatement
tatement posted
posted on thc
lhc
O'l'C Markets
OTC Markets JJisclosure Statement of
Disclosure Statement 0f lJecember
December 14, 2009.
l4, 2009.
Ovcr
Over thc past four
the past ycars, the
four years, lhc Company has has defaulted
defaulted on several
severa! loan
loan or credit obligations,
0r credit obligations, bulbut none
nonc representing
rcpresenting aa material
material event
event tolo the
[he
Company or fa ll ing outside
0r falling outside of the ordinary
01‘ lhc ordinary course of business.
business. As previously
prcvio us ly di scloscd through
disclosed through the füings with
the Company's filings with the
the Ol'C
O'I'C
As 01‘6-30-20
of 6-30-2014,
l4, thcre
[here were no funher of ·'control'·.
further changes of “control".
As ot‘6-30-20
or 6-30-201l4,
4, there were no increases
Lhcrc wcrc increases of 10% or
0r more of the
the same
samc class
class o!' outstanding equity
ol'oulslanding equity securities.
securities.
During ú1e
During the quarterly reporting period
quarterly rcponing period ending 6-30-20 14, the
6-30-2014, [he Company did not issuc
did not issue any
any ncw shares.
shares,
'l'he
The Company has
has not
not cxperienccd
experienced any any delisti ng of
delisting the issuer
ot'the ·s securitics.
issuer‘s securities. As o f the
ol‘ lhc 6-30-2014. there “ere
6-30-20l4. there were nono current, pas t, pending
current, past, pending oror
ú1reatened
threatened legal proccedings or
legal proceedings 0r administrative actions that
administrative actions that could have
ham: au ma terial cffcct
mulcriul ct‘l‘ccl on the
the issuer‘s
issuer·s business.
business, financ ia! condition
financial condition oror
operations other
opcrations other than
than those
those items specificall
specifically y described
described hereunder or othcrwisc disclosed in
othcm'isc disclosed in OTC Markels
Markets Filinus. of 6-30-2014
As 01‘6—30-20
Filings. As l4 and
and
remammg true
remaining true through
through the
the date
date of thi s filing,
0f this fi ling, there were no past pas t or pending
pcnding tradi ng suspensions
trading suspensions by by aa securities
securities regulator.
regulator. lhe
'l'hc legal
legal
proceedings, whether
procecdmgs. pasl. pending
whether past. pcnding or 0r threatened,
threatened, a all foil under
li fall under lhcthe guidclines
guidelines of being within
ol' being “ithin the
the ordinary course of
ordinary course business, and
of business. and are
arc
disclosed
disclosed in
in dctail in this
detail in this fil ing or
filing or incorporated
incorporated within
within previously
pre\'Íously filed disc los urcs with
filed disclosures with the
the OTC Markets.
Markets.
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Business
Business of of Issucr
Issuer --
-- The SIC
SIC Codes most
most cclosely
losely contorm
conforming ing to
to the
the Compa ny"s business
Company‘s business acti,·ities
activities are
arc:: 7822 (Se,vices
('Sen-‘ices - i\folion
lloiion —
Pie /u re &
Picture & 1[idea
ideo Tape Distribution) and 273
Tape Distribution) 2731l (Books: P11b/is /,i11g) . The Company is
(Books: Publishing). is currently
currently operaling.
operating. Al non0 time has the
the Company
ever been aa .."shell
ever been shell company
company".. as
as defined
defined in
in the
the guide lines.
guidelines
Through
Through the lhc opcrating
operating entity
entity o f ·'Hannover lHouse,"
ol‘“I-[annovcr louse," the
the Company is is actively
actively involved with
with the
lhc production,
production, acquisition
acquisition and distr ibution
distribution
o0ff entertainment products into
entertainment products [he USA and Canadian
into the Canadian markets,
markets, including
including theatrical fi lms, home video releascs‘
theatrical films, releases, rights licenses of fifilms
fights licenses lms
and
and videos
videos tolo Video-On-Demand platfo rms and
Video—On-Dcmand platforms and tele,·ision,
television, as
us well
well as book publishing.
as book publishing (inc luding printed
(including printed edilions
editions and eleclronic "E-
electronic .. E-
Book·' fo rmats).
Book“ fonnals)‘
Beginning
Beginning in in 20
20 13,
l3, the
lhc Company began began exploring
exploring options lo tí
options to nance higher-proli
finance highcr-pmfilc le films
films through prívate equ
through private ity, intemational
equity. presales,
intemalional presalcs,
co-production
co-produclion ventures,
ventures, taxtax structures
structures and other
other financ ing tools.
financing tools. The
'I’he goal of
goal ol‘ thethe Company'
Company‘ss actiYities
activities in
in developing and producing
producing
higher
higher profile
profile films
films is is to
[0 dramati cally increase
dramatically increase the
thc Company"s re venues and balance
Company's revenues ba lance sheet
sheet without
without um easonably encumbering
unreasonably cncumbcring cash
cash or0r
debt resources.
debt resources.
Books. The
Books. Thc gross margins eamed
gross margins by the
earned by the Company in in the
lhe relcasc
rclcusc o f Books are
ol‘ urc generally
generally much higher
higher than the margins
than the margins derived from the
derived from lhc
release
release o
off Fi lm and Video properties;
1"ilm properties; ho,Y e,·er, the
however, the upside
upside rcvenue potential fo
revenue potential forr books is usua lly notas
is usually high as
not as high as the potential for
the potential for Films.
Hlms.
So the seeks to
thc Company seeks maintain aa balance
lo maintain balance inin its release slate
its release slate o
off high-marg
high-murgin in book proper!ics.,
properties, with
with hig.!1-rc,·enue
high-rcwnue FilmFilm and Video
Video
propenies.
properues.
The use
usc of
ol‘ the
lhc tem1
term "Company"
"Company" refers
refers to
lo thc
thc combined entitics,
enlilics‘ as
as reponed
reported on a a consolidatcd basis, o0fr Hannover
consolidated basis, 1-!annover House,
House, !ne.,
lnc., Truman
Press,
Press, Inc.. d/b/a
lnc., dfb/a ·'Hannovcr
“Hannover House" and Boobvorks,
Boolnvorks, !ne. Inc. (a
(a special purposc entity
special purpose cntily utilized
utilized tor Screen Actors
for Screen Actors Guild
Guild ac tivities and
activities and
productions).
productions). t::ach
Each of
01' the
lhc corporate
corporate enti ties fifiles
cnlitics les sepa raw income tax
separate tax retums
returns with
with the
lhc federa
federall go,·emrnent
govemmcnl and respective states
and respective states ofof
registration:
registration; however, financial statements and
however, financia! zmd reports,
rcpons, as o January 1,
ofr January l, 20 1O, refer
20H). re fer to
t0 the
lhc combined and eonso lidated results
consolidated results ofol‘ ali
all
entities.
entities. Hannover House, !ne. Inc. is
is the
the publicly-Lraded
publicly-lraded entity
entity fo
forral!
all operating
operating di,·is ions. Trumao
divisions. Press, Inc..
Truman Press, loe., d/b/a
d/b/a '·Hannover House'· is
"Hannover House" is
the
the operating
operating and releasing
releasing di vision entity
division for ali
entity for all consumer products.
products. Hookworks,
Bookworks, !ne.,1nc., is
is a
u spccial purpose entity
special purpose establ ished for
entity established for the
the
servicing
servicing o f book and publishing
01' publishing ventures,
ventures, and more recently.
recently, used
used fo
forr Screen Ac tors Guild
Screen Actors Guild productions.
produc tions.
As of 6-30-20
6-30-201414 and rcma ining true
remaining true thro ugh the
through the da te o01‘r this
dale this filing,
filing. thc
lhc Company <loes
docs not
not fo resee any
foresee probable or
any probable or existing
existing
govemrnenta
governmentall regulations
regulations as
us having an ad,·erse
having an adverse or
or material
material impact
impact to l0 the
Lhc opcrations.
operations.
l'l'he
he Company
Company has not
not incurred
incurTcd any
any non-negligible
non-ncgligible costs
costs rclating
relating to
to compliance
compliancc \\'ith
with environmental laws, whether
environmental laws, whether to federal , state
lo federal, slate or
or
local.
local.
As ot'6-30—20
of 6-30-20 14,
14, the
the Company had 7
7 full -timc employecs.
t'ull-limc employees.
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Thc nature
The naturc ofproducts
of products ami
and ser\'ices
services oftc rcd:
offered:
A.
A. The principal
principal products
products 0f
of the Company, and their
the Company, their respective
rcspcctivc markets arc:
are:
1.
i. Theatrical films —
Theatrical films - released
re leased to
l0 theatres
theatres in the United
in Ihc Unitcd Sta tes
Slates
11 .
ii. Home Video
Video Products
Products (DVDs. Blu-Rays, Digital
(DVDs. BluaRuys, Copies) -— released
Digital Copies) rcleased to
t0 ,·ideo specialty retailers,
video specially rclailcrs. muss-mcrchandiscrs.
mass-merchandisers,
bookslores, schools,
bookstores. libraries and rcnull
schools, libraries renta! outlets
ollllels (i nc luding kiosks)
(including kiosks) in
in the
lhe United
United States
States and Canada:
Canada;
tll.
iii. Vidco-On-Dcmand relcases -— films
Video-On-Demand releases lilms and videos
videos oot‘l‘crcd
t1e red lor
for direcl
direct ·‘in-home
in-home vie,\~ng' by consumers via
viewing' by a variety
via a varicty or
01'
service providers.
service providers.
iv.
iv. Books and
Books E-Books -— sold
and E—Books sold through bookstores, schools.
through bookstores. schools, librarics, inlcmet retailers
libraries, inlcmet retailers and
and streamed
streamcd through
through aa va ricty 01'
variety of
e-l:3ook platforms.
c-Book platforms.
B.
B. The primary
Thu primary distribution
distribution melhods used by
methods used by thc
lhc Company
Company for
for al
alli consumer product
product goods can be categorized
can be categorized as:
as: .. two-step
“m'o-stcp
wholesalc"
wholesale" dislribution
distribution (\\'herein the Company sells
(wherein lhc its products
sells its products loto an authorized
authorized wholesale
wholesale distributor, wh.ich in
distributor, which lu.m. resells
in tum. resells
the products l0
lhc products to retailers
retai lers or
or consumers) and "direct
consumers) and --direcl distribution
distribution".. wherein
wherein the
the Company sells its products
sells its produc ts directly lo consumers
directly lo
or
or directly
directly lo
to the end-user retailer.
the end-user retailer.
C.
C. The Company has has armounced,
announced and and included
included in prc,·iously published
in previously publishcd disclosures,
disclosures, a a listing
listing of some
sorne ol‘
or the principal, upcoming
the principal, upcoming
theatrical [ilms that
theatrical films that will also be
will also be released
released onlo
onto home \‘idco
\'ideo tbnnuls.
formals.
D.
D. Competitive Position 7- The Company competes lbr
Competitive Position fo r Lheatrical
theatrical screens
screens and retail
retail (home video)
video) shclf
shelf space
space against
against seven (7)
seven (7)
Major Studio
Studio suppliers
suppliers and approximately
approximately eight
eight (8)
(8) indepcndcnl
independent studio suppliers. While
studio suppliers. While aallli of the
the Major
Major Studio
Studio competitors
competitors
operalc lheir own (in-house)
operate their (in-house) home video video di stribution divisions,
distribution divisions, only
only lhree
three of
of the independenl studio
the independent supplicrs operate
studio suppliers operate both
both
theatrically and in
theatrically and in the
thc home video
Video markets. Operating aa humc
markets. Operating home video
video re leasing label
releasing label ·'in-house'· provides the
“in-housc" provides Company ,~th
the Company “ilh an
an
advantage
advantage in in the solicitation of tilles
the solicitation for acquisition,
titles for acquisition, as well as
us well as provides
pro~des greater
greater control
control over
over thethe Company's cash-tlow and
cush—flow and
corporate
corporate goals.
goals.
E.
E. Materials Suppliers -—
Materials and Suppliers The principal
principal service
servicc providers
pro viuers lo
lo lhc
the Company are
are listed in detail
listed in in this
detail in Lhis disclosure, bclow. 'l‘hc
disclosure. below. The
principal suppliers
principal suppliers of
0f release film
new release film anu video products
and video prouucts include
include Lhe following
[he following production
production companics and programming
companies and programming
sources (/isted
sources (listed alphabetica/(v):
alphabetically): Allegheny
Allegheny lmage factory: J\.mcrican
Image Factory; Family Movies:
American Family Movies: Associa ted Tclevision:
Associated Television; Atlas
Atlas Films:
Films;
BcrVon Entertainment;
Bchon Enlertainment; Cinetic Media: Daybreak Pie
Cinetic Media: tures: Empire
Pictures; Empire Film
film Group, !ne.; Eurocinc
Group, Inc; Eurocine Intemationa
Intemalionle;l: Gaumonl,
Gaumont, SA:SA;
Origin Motion Pictures:
Pictures: Plaza Entcnainmcm,
Entertainmenl, lnc.‘.
lnc.: Phoenix
Phoenix Entertainment:
Entcrtainment Phoenix Releasing Group;
Phoenix Releasing Group; Sola-Media,
Sola-Media, GmbH;
Gmbl-1;
Shoreline Entertainment:
Shoreline Entertainment Studio 33 Entenuinmcnt:
Entertainment PWI-Vcrucruz.
PWI -Vcracruz Entertainment.
Entertainment. The principal
principal suppliers of books
suppliers 01‘ books for
for the
the
Company
Company t0to publish
publish include (listed alphabetically): James Daniclson,
(listed alphabetically‘): Danielson, Phil
Phi! Goodman.
Goodman, Brenda
Brenda Hancock,
Hancock, Vivian Kaplan, Ban
Vivian Kaplan, Barr
McClellan and
McClellan and Vi,·ian Schilling. 'l‘he
Vivian Schilling. '!'he Company sees no shurlugc
Company secs shortagc oí properties aYai
ol'properlics lable for
available for acquisition
acquisition in any or
in any the applicable
ol' thc applicable
media.
media.
F.
l".
IJependcnce
Dependence on 0n Major Customers -— 'l'wo o !' thc
'l‘\\'o 01'
lhc Company's current
current ccustomers
ustomers as as of 12-31-20
of 12-3 [-201313 contributed fifteen percent
contributed fifteen percenl
( 15%) or
(5%) 0r more
morc t0to the
the o,·erall, armualized sales
overall, annualized sales revcnucs. Wal-Mart Stores,
revenues. Wul-Marl !ne. (inclusive
Stores, Inc. (inclusi,·e of
of sales
sales to U1eir SAM’S
lo their SAM·s C lubs
Clubs
division),
division). has been
been purchasing
purchasing most 01' of thc
the Company's new release release DVD titles..
titles .. The Company
Company docs docs nul
not sec
see the
the Wal-Man
Wal-Mart
market share
market asaann unhealthy
shar‘ as unhealthy dependence on aa key key customer,
cuslomcn us as Wal-Mart constilutes aa much smaller
Wul-Mart constitutes smaller share or lhc
share 01‘ the Compa
Company'sny's
overall revenues
revcnues than
than for
for many Major Studios,
Studios, and lhc the Company
Company <loes not anticipate
does not anticipate thatthat the growth in
the growth in sa les t0
sales to Wal-Mart
Wal-Mart
Stores, Inc..
Stores, will grow disproportiona
lnc., will disproportionatelytely with
with the
U1c Compa
Company’sny 's 0U1er
other customers. Revolution International
customers. Revolution lntemational has has commcnced
commenced
acti vitics for
activities for the intemational sales
lhc intcmational sales and licensing
licensing o[ 01' hi gher-cnd properties
highcr-cnd properlics owned or or controlled
controlled by by lhe
the Company,
Company, the the revenue
revenue
results
results for
lbr which also
also exceed thethe fifteen pcrcent ((15%)
fifteen pcrccnl 15%) threshold
lhreshold ol‘
or total, annualized revenues.
total, annualized reven ues. Thc
The Company
Company <loes not l'ccl
docs not lee!
that lhe rapidly
that the rapidly growing sales re venues being
sales revenues being realized from thc
realized from thc intcma tional markets
inlcmationul markets poses
poses an
an unreasonable or viable threat to
unreasonablc or viable threat t0
operations,
operations. as sales are
as sales arc cumulative over
over multiple
mul ti ple licensing
liccnsing agreements
agrcemcnts forfor specifie territories, media
specific territories, media andand tilles.
titles.
G.
(i. 'J'he
'l'hc
Company <loes not own or
docs not 0r control
control any paten ts, l'runchisc
any patents, rranch ise or
0r concessions. Thc licenses
concessions. 'I'hc licenses and royalty agreements
and royuhy agreemenls fall
fall under
under
the catcgory
the of being
category of being part
part of the
ol‘ the ordinary
ordinary coursc
course or business.
ol‘ business.
H.
H. The
'l‘hc
company does not
not need any go,·emmcnt approvals
any gox'cmmcnt approrn ls or principal products
ol'principul products or
or serYices.
sen'iccs.
-_[7-
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0q0630201 4.htm
Itcm
ltem 33 Quantitativc Qualitativc Disclosurcs
Quantitative and Qualitative Disclosures About MarketMarkct Risk
lnvestment
Investment in in the
the Company's Stock bca rs similar
Stock bczxrs similar risks
risks as
as may exist
exist with
with olher
other stocks
stocks trading
trading on(m the
the OTC Markets board.board. The trading
trading
pricc fo
price r Company's Stock
l'or Stock Shares
Shares can vary significantly
cam vary bascd upon aa variety
significantly based variety of0f factors
factors unrelated to t0 the
lhc Company's actua
actuall va lue or
value
revenue
revenue achievements.
achievements. On an an accrua
accruall basis.
basis, the
the Company is is gcncrat
generatinging profits quarter. with regular DVD and
prolits each quarter, 21nd Blu-Ray product
product
sales
sales supplemented
supplemented with with long-term
long—lerm reccivables
receivables forfor Subsc ription Vidco—On-Dcmand
Subscription Video-On-Demand and TelevisionTelevision sales. However, on aa cash-flow
sales. However, cash-flow
basis, the
basis. the Company's cash
cash resources
rcsourccs are
arc often
often strained
strained by
by immcdiate
immediate and long-tcrm
long-tcrm debt obligations.
obligations. Sorne
Some investors and shareholders
ha\"e
have expressed
expressed discomfort
discomfort with with thc
lhc Company's persistently
persistently tight
light cash position, which has
cash position, has been thcthe result
result of balancing ongoing
0f balancing
operational
operational needs
needs with
with debt
dcbl managcmcnt
management and and new release
release acti\·itics
activities against product cash flows.
against product ílows. Conversely,
Com·ersely, many shareho lders ha\·e
shareholders have
also
also expressed
expressed resistance
resistance to to thc
the concept
concept of0f issuing
issuing equity
equity shares under "dcbt
shurcs under "debt conYersion"
conversion" structures,
structures, which would relieve
relieve much of the Lhc
cash-ílow burdens but
cash-flow burdens but would
would result
result in
in a
a dilution
dilution of
of shareholdcr
shareholder cquity.
equity. Accordingly,
Accordingly. management has has worked to to find the best
find the best balance
balance
ooff max imizing shareho
maximizing lder \'alue
shareholder value and
21nd return,
retum, while minimizing cquity
while minimizing. equity dilution
dilution activities.
activities. There can be be no assurance thatthat ongoing cash
ílow
flow from product sales
from product sales will, by itself,
will, by be sufTicient
itself, bc sufl'icicnl tot0 meet the
lhc Company's combined operational,
operational, dcbt-management
debl-munugcmenl and growth needs. needs.
To
'l'o address t.he Company's cash pos ition, management has initiatcd an agrcement with an Accounts Receivable-based
address [he cash position, has initialed an agreement with Rece ivable-based tender,
lender, to
to
accelcratc
accelerate cash flow from
cash ílow from curren!
currcnl product
product sales
sales and thus
thus fac ilitalc raster
facilitate faster growth into
into new areas (such as
areas (such the Company's "VODwiz.com"
as lhc
streaming
streaming venture),
venture), asas well
well asas to
lo providc
provide working capitacapitall to
to cnable
cnablc thc Company's Film and
lhc Company‘s 11nd Televis ion Rights
'l'clcvision Library to
Rights Library be more
to be
c!Ticiently
efficiently exploited.
exploited.
While
While there
there are
are no material throats at
material threats present to
at present lo the
the Company's ongoing viability,viability, there
there can bcbe no assurance
assurance that
[hat the majority of
the majority long-
0f long-
term
tcrm creditors
creditors will
will continue
continue to
l0 comply
cnmply withwith debt
debt reduction
reduction and
and installmcnl pay ment agreements.
installment payment agreements. /\nd
And whi le thc
while lhc Company continues
continues tolo
au price
pricc that
that is undervalued by
is undervalued by aa fac tor of
factor approximate ly 5-timcs
ot'approximately 5~timcs when comparcd
compared to to the
the industry
industry average.
average.
Trading
Trading volume in
in Company's stock
stock is
is avcrages
averages approximately 1,243.400 shares
approximately l.243.4()0 per day,
shares per day, suggesting
suggesting that
that investrnents in the
investments in the Company's
Company's
stock
stock may nol be as
not be as easily
easily or
or quick ly resold
quickly resold as
as sorne
some othcr
other stock
stock o fferings.
offerings.
Item -t
Itcm Controls and Procedurcs
4. Controls Procedures -- Evaluation
Evaluation 0f of Disclosurc
Disclosure Controls
Controls amiand Procedu
Proceduresrcs
The term ·'disclosure
“disclosure controls
controls and procedures"
procedurcs'· is is detíned
defined in Rules ll3a-15(c)
in Rules 3a- l 5(e) and
und l15d-15(e)
5d-l 5(e) of
01‘ the
[he Securities
Securities Exc hange Act
Exchange Act of
of 1934
I934 as
as
amended (the
(the ·'Exchange Act''). Thcsc
“Exchange Act"). These rules
rules rcfer
refer to
to the
thc controls
controls and othcr procedures of
other procedures 0f a
a company thatthat are
are designed
designed tot0 ensurc
ensure that
that
information
information required
required to be ddisclosed
l0 be isc losed by
by aa company in in the rcports that
the reports [hm it
il líles
files or
0r submits
submits under
under the Exchangc Act
lhc Exchange is recorded,
Act is processcd,
recorded, processed,
summarized and reported
reported within rcquircd
required lime periods spec
time periods ilicd in
specified in the
(he SI:::C
SliC‘s's rules
rules and
und forms, and that
lbmm, and that such
such information
information is is
accumulated
uccmnulaled and communicatcd
communicalcd to managcment, inc
lo management, luding oour
including ur C hicr Execut
Chief Executiveivc OfTicer
Officer and Chief
Chief Financia!
Financial Officer,
Officer, as appropriatc, to
as appropriate. lo
allow time ly decisions
limcly regarding required
decisions regarding required ddisclosure.
isc losure.
As of June 30,
30, 2014, the end o
2014, the r thc
ol' period covered by
lhc period by this
this rcport,
report. thc
lhc Company caniedcurried out
out an
2m evaluation under the
evaluation under the supervision
supervision and
and
with the
with participation of
lhc participation 0f our Chicr
Chief Executi\"c
Executive O!licer
()fl'lccr and President
President ool'r thc
lhc clTectiveness
cll'cclivcness of
of our
our di sclosurc controls
disclosure controls and procedures. Our
and procedures Our
Chief
Chief I:::xecutive
Executive Officer
Officer and Chief
Chict‘ Financia!
financial Onicer
Officer ha\·e concluded that
have concluded that such
such controls
controls and proccdures continued
and procedures continued to be effecti\"e
l0 be effective as
as o f
01'
Junc
June 30.
30. 2014.
20 l4.
ltcm
ltcm -tT.
4T. Controls
Controls and Proccdurcs
Procedures
Chan gcs in
Changes in lntemal onr Financial
Internal Control over Financial Rcporting
Reporting
-1 3-
-13-
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LO-Q
IAO-IQ I hhse10q12312013.htm
hhse l Oq l23 12013.htm HHSEl
l OQ 123 120
HHSE10Q123 l3
12013
UN ITED STATES
UNITED
AND EXCHANGE COMMISSION
SECURITIES ANO
Washington, D.C. 20549
FORM 10-Q
IO-Q
Ha nnover House,
Hannover House, Jnc.
Inc.
(Exact
(Exact name of registrant as
ofregistmnt as specified
specified in
in its
its chaiter)
chuncr)
479-75 1-4500
479-751-4500
(Registrant's
(Registrant’s telephone
telephone number,
number, incl uding area
including area code)
code)
lndicate by check
Indicate by check mark
mark whether
whether the
the registra n! (1)
registrant (l) has
has fil ed ali
filed all repo1t s required
rcpons required to
Io be
be filed
filed by
by Section
Section 13
13 or
0r 15(d)
15(d) of the Securities
ofthc Securities
Exchange Act of
Exchange Act of 1934 during the
934 during thc precedi
precedingng 12
12 months
months (or
(or for
for such
such short
shoncrer pcriod
period tha
thatt the
thc rcgistrant
Icgistmnt was required
required to
Io file
file such rcpoits),
rcpons),
and
and (2) has bcen
(2) has
l
bccn subject
subject to
to such
such filing
filing requi rcments for
requirements the past
forthc past 90 days.
days. Yes O U No h
c
N0 0 M
lndicate
Indicate by
by check
check mark
mark whether
whether the the registran
registrantt has
has submitted
submitted electronically
electronically and
21nd posted
posted on0n its
its corporatc
corporate Web site,
site, if
if any,
any, every
every
lnteractive
Interactive Data
Data File
File required
required tot0 be
be submitted
submitted and
and posted
posted pursuant
pursuant to
to Ru le 405
Rule 405 of Reg11 lation S-T (§232.405
ot‘Regulalion S-T (§232.405 of this chaptcr)
ofthis chapter) during
the
the preceding
preceding 12
12 months
months (or
(or fo
forr such
such shotter period that
shorter period that the
the registrant
registrant was required
required to
to submit
submit and post
post such files).
files). Yes O D No 0M
lndicate
Indicate by
by check
check mark whether the
mark whether the registran!
registrant is
is a
a large
large acce lerated fil
accelerated er, an
filer, an accelerated
accelerated fi ler, aa non-accelerated
filer, non—accelemted fi ler, or
filer, or a
u smaller
smaller
repotting
reporting company.
company.
Large
Lalgc accclerated D
filer O
accelerated filer Accelernted
Accelerated fil
filer D
er O Non-accelerated
Non-accclemtcd fil D
er O
filer Smaller
Smaller repo rt ing company
rcponing M
company 0
lndicate by
Indicate by check
check mark whether the
mark whether the registrant
registrant is
is a
u shell
shell company
company (as
(as defined
defined in
in Rule
Rule 12b-2 ofthe
ofihc Act).
Act). D
Yes O N0 0M
No
BANKRUPTCY
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BAN KRUPTCY
DURING THE PRECEDING FIVE YEA
PROCEEDINGS DURlNG RS:
YEARS:
Indicare by
Indicate check mark
by check mark whether
whether the
the registra nt has
registrant has fil
fileded ali
all doc uments and reports
documents reports req uired to
required to be
be fil
fileded by
by SectionS
Sections 12,
12, 13
l3 or
or I15(d)
5(d) of
0f
the
the Securities Exchange Acl
Sectm'tics Exchange Act of
of 1934
934 subsequent
subsequent to
1 the distribution
to the distribution of securities under
ofsccuritics undcraa plan
plan confirmed
confirmed by by a
a couit
coun.. Yes O U No 0M h
c
APPLICABLE
APPLlC T0 CORPORATE ISS
ABLE ONLY TO UERS
ISSUERS
lndicate
Indicate the number of
thc number shares outstanding
ofsharcs outstanding of cach ofthe
ofcach issuer's classes
ofthc issuer‘s classes of common stock,
ofcommon stock, as
as of the la
ot‘the test practicable
latest practicable date.
date.
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059680/0001 471 2421 400031 7lhhse1 Oq06302014.htm
Thc
The namc
name of thc
the Chicf
Chief Exccutivc
Executive Oniccr, mcmbcrs of
Ofl‘iccr, members of the
thc board of
of dircctors,
directors, as
as wcll
well as control persons
as control pcrsons are:
arc:
a)
a) Eric Filson Parkinson,
Eric Filson Parkinson. Chief Executive
Executive Ortícer
Officer and membcr
member o!' of thc
Lhc board:
board; business
business adclrcss for Mr‘
address for Mr. Parkinson
Parkinson is:
is: 1428
I428 Chester
Chester St.,
Slu
Springdale, AR 7276+
Springdale, 72764. At
A1 ali
all times during
during the prior fi,·e
lhc prior five years,
)‘czlrx Mr.
Mr. Park inson has
Parkinson becn employed
hus bccn employed as as the
the C.E.O.
C131). of Hannover Housc,
of Hannover House.
lnc. and ali
Inc. all affiliatcd
alTiliulcd subsidiaries,
subsidiaries. including
including Truman Press,
Press, lnc.
Inc, and
and
Book:works, lnc,
Bookworks, Inc, re forred to
referred in ali
lo in all documcnls
documents co llectively as
collectively us ·'Hannover House, lnc.'·
“I'lannovcr House. Inc." or
0r ·'Company:·
“Company." Mr.Mr. Parkinson has an
Parkinson has an accrucd
accrued
sala ry of ninety-thousand
salary nincly-‘housand dollars
dollars (USD $90,000) per year,
$90,000) per year, fo r which the
for [he vast majority has
vast majority has been,
been, and
and continues
continues to be deferred
lo be deferred and
and
accrued.
accrued. As of0f March 3 l, 2014, Mr.
3 1, Parkinson beneficially
Mr. Parkinson beneficially owned 64,05
64,05 1,649
1,649 shares
shares or
ol‘ C lass A con1mon
Class common stock
stock in
in the
the Company,
Company, andand
600,000
600.000 shares 01‘ of Series A Preferrcd Stock, Mr.
Preferred Stock. Parkinson has
Mr. Parkinson voluntarily ssurrendered
has voluntarily urrendcred backback into
into company
company treasury
treasury aa total
total of
01'
26,800,000
26,800.000 shares of stock, to
01' stock, be he
to be ld pending
hcld pending satisfaction
satisfaction of0f corporate
curporale and sales
sales achie vements. Parkinson
achievements. Parkinson has
has no
no other
other Board
Board
memberships
membcrships or 0r affiliations
affiliations other than Yolunteer,
other than non-profit associations.
\‘olunlccr. non-prol'it associations,
b)
b) Don Frederick
Frederick Shefte, President and member
Shct'lc, President membcr of of the
the board:
board ; business
business adclress
address for Mr. Shefte
lbr Mr‘ is: 1428
Shcl'te is: 1428 Chestcr
Chcslcr St.,
SL, Springdale,
Springdalc. AR
72764.
72764‘ AIAt ali
11]] times
limes since November,
Novemben 2006, Mr. Mr. Shefte
Shafts ha
hass been
becn cmployed
employed as as lhe
the Presidcnt
President of0f Hannover Housc,
House. [ne.
Inc. and
and ali
all affiliatcd
affiliatcd
subsidiaries, inc luding Truman Press,
subsidiaries, including Press, lnc.
Inc. and Bookworks.
Book:works, Inc, referred m
lnc, rcforrcd to in
in ali
all documcnts collectively as
documents collectively us ''Hannover
“l'lunnm'er House,
House. lnc."
Inc." or
or
"Company." Additionally,
·'Company.'· Additionally, and on ly on
only 0n an occasio nal basis,
occasional basis, Shcrtc
Shane hashas also
also workcd part-time as
worked purl-limc as an
an as
as well
wcll asas ua part-time,
pan-time, adj unct
adjunct
professor of
professor of Business at at the Sam Walton
Wallon School of Business
Business al uI thc
the University
University of ol' Arkansas.
Arkansus‘ Prior
Prior to joining Truman
t0 joining Press, Inc.
Truman Press, !ne. (in
(in
November 2006’).
2006), Sheftc
Shcflc was lhe
the Senior Vice Pres iden! and Senior
President Senior Trust
Trust Officer
Ofl'lcer at at the
the Bank of Fayetteville. Mr.
ot' Faycllm‘illc.
Mr. Shefte has an
Shcflc has an accrued
accrued
salary of
salary of ninety-thousand
nincly-thousand dollars
dollars (USO
(USU $90,000) per year,
390.000) per year. for which thc
l'or which lhc ,·ast
\‘asl majority
majurily hashas been,
bcen, and
and continues
continues to be deferred
Io be deferred andand
accrued.
accrued. As of of March 31 20H, ML
3L, 2014, Mr. Shcftc
Shcl‘tc beneficially
beneficially owns 4 1,237,547 shares
41,237,547 shares of 01‘ Class
Class /\A con1mon
common stockstock inin the
[he Company.
Company: and and
400,000 shares of Series A Preferred Stock. Stock, Shcfte
Shcl'le has
has non0 othc
otherr Board memberships
memberships 01‘ of affiliations
affiliations other
other Lhan
[him volunteer,
volunteer, non-profit
non-prot’il
associations.
associations. Shefte
Shcl‘tc has voluntarily
voluntarily surrcndcrcd
surrendered back intoinlo company treasury
treasury total
total o0fl' 5-mill ion shares
5-milli0n shares of
of stock:,
stock. to be held
lo be held pending
pending
satisfaction
satisfaction of corporatc govemance
ot'corporatc govemancc achicvcmcnts.
achievements,
B.
B‘ Legal
Legal // Disciplinary
Disciplinary History.
History. Neither
Neithcr board member has been becn involved
involved in
in any
any fom1
fonn of criminal conviction
ot‘criminal conviction or or proceeding
proceeding or
or namcd
named asas
aa defondant
defendant in a pending.
in a pcnding criminal proceeding:
procccding; neither
neither director
director has
has bccn suspended,
suspended, vacatcd
vacated or0r olherwise barred from
otherwise barred from any
any involvemcnt
involvement
in
in securities,
securities. commodities or banking activities;
activities: neither
neither director
director has
has bcen
been affected
affected by
by au línding
finding oror judgment
judgment by by a
a court of competent
court of competent
jurisdiction,
jurisdiction. thc
Ihc Securities and Exchange Commission,
Commission, the the Commoditv Futures Trade
Commodity Futures Trude Commission
Commission ora 0r a statc
slats: sccurities
securities regulator
regulator of
ol' a
a
violation of
violation 0f federa
federall or state
stale securitics
securities or commodities
commodilics laws: neithcr director
laws; ncilhcr director has
has receivcd
received an an order by aa se
order by lf-regulatory organization
self-rcgulalory organization that
lhul
permanently or
pemmnently 0r lcmporari
temporarilyly burs
bars or
0r limits
limits such person's involvement
such person‘s invoh ·cmcnt in
in securities
securities acti vi ties.
activities.
C.
C‘ Disclosure
Disclosure of
of Family Relationships -r Thcrc
'l'hcrc are
arc no
n0 fomi ly relationships
family rclationshi ps existing
existing betwcen
between o
orr among either
either of lhc Board
ul‘thc Board of Dircctors,
ofDircclors‘
or other oflicers,
or any olher officers. directors, or beneficial
benclícial owners of more than
ot‘more lhun fi
fivevc pcrcent
percent (5%)
(5%) o f any o01'f the
ol‘any the class
class o f the
01' Lhc issuer's
issuer‘s equity
equity securities.
securities.
D‘ Disclosure of
D. Disclosure of Rc lated Party
Related Party T ransactions The Company was
Transactions nol inrnh·ed
\vus n0! in any
involved in any Rclatcd Party T
Rclutcd Party ransactions valued
Transactions valued at
a! $120,000
$120,000 or
or
more,
more. or va lued at
valued ul more than one percent
percent of the issucr·s
ot‘lhe issuer‘s total asscts at
total assets ul year-end
yeur-cnd for its last
for its threc físcal
lust lhmc fiscal yea rs.
years.
E. Disclosure or
E‘ Disclosure 0f Conílicts
Conflicts o f Interest
ot‘ Interest -r Thcrc
Then: are no known conllicts
arc no conflicts of
of interest.
inlcresl‘
-1 5-
-15-
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'
Company's
The Cmfipany’s stock is
stock is traded
traded on the OTC "Pinksheets"
on the Markets under
“Piuksheets” Markets under the
the trading
trading symbo
symbol:l: HHSE. The Cusip number for
Cusip number fo r tbe
the
Company is:
Company is: 41 1Ol. The following
0686 101.
410686 fo llowing is
is true
true and corree!, per our
correct, per our transfer agent, as
tmnsfer agent, as of and al
ofand at the period end
the period ing on December
ending December 31.
3 1,
20 13:
2013:
a. Total
a. Total Commo
Commonn Stock
Stock Sharcs in issuc
Shares in issue as
as ofDec. 33 1, 2013:
20 13: 580,232,365
580,232,365
I ,
b. Above Shares
b. Shares Restricted
Restricted From Sale: 130 ,651,743
Sale: 130,65 ,743 l
c. Series
c.
“A” Prefcrred
Series "A" Preferred Sharcs:
Shares: 1,000,0 00
1,000,000
Shareholders of
Shareholders Record: 183
ofRecord: 183 (Standard Registrar count)
(Standard Registrar count)
Total
Total Authorized
Authorized Common
Common Stock
Stock Shares:
Shares: 600,000,000
Total Authorized
Total Authorized Series
Series "A"
"A" Preferred
Prefe rred Shares:
Shares: 10,000,000
10,000,000
(Note:
(Note: Total A11thorized Co111111011
Total Authorized Common SStock tock Shares
Shares was decreased Ioto 600,000,000 by aclion
600,000,000 by action of Lhe Board
oft/ze Board ofDirectors,
of D irectors, which
whic/1
reduclion took
reduction Look effecl
effect as
as of Jan ua,y 1,
ofJanuary 2013. Notification
l, 2013. Notifica/ion of th is reduclion
oj'this in To
reduction in tal Authorized Shares wasfiled
Total ivas filed with the
H:voming Secretaiy
Wyoming Secreta,y ofState).
o.fSta te).
The Transfer
Transfer Agent for
for the Company's stock
the Company’s stock is:
is:
Standard Registrar & Transfer
Standard Registrar Transfer Company, IJ1c.
Company, Inc.
12528 South
12528 East
South 1840 East
Draper,
Draper, UT 84020
Tel. 80
Tel. 1-57 1-8844 // Fax 801-571-2551
801-571-8844 801 -57 1-255 1
Page 22
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SIGNATURES
Pursuant
Pursuant to
to the
the requirements
requirements of the
the Securitics
Secumics Exchange Ac
Actt o
0fr lI934.
93 4, the
Lhe registrant
registrant has
has duly
duly caused this
this report
report to
lo be signed
signed on its
ils
behalf by the
behalfby undersigned, thereunto
the undersigned, Lhereunlo duly
duly authorized.
authorized.
l)ate: August 15
Date: IS,, 20
20 14
I4 Hannovcr
Hannover Housc,
House, lnc.
lnc.
By:
13y: /s/
/s/ Eric F. Parkinson
Eric F.
Eric F.
Eric F. Parkinson,
Parkinson,
Chairman & ChicfChief Executive Office
Ollicerr
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10-Q
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l l5
HHSEIOQO63020l5
UNITEO
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITlES ANO
Washington. o.e.
Washington, D.C. 205-'9
20549
FORM 10-Q
lO-Q
For the
the quartcrly period cndcd:
quarterly period ended: June
June 30,
30, 2015
2015
Hannovcr
Hannover Housc,
House. lnc.
Inc.
(Exac
(Exactt na.me
name of
of registrnnt
registrant as
as specified
specified in
in its
ils c ha rter)
charter)
Wyoming 000-28723
000—28723 91-1906973
(State
(State or
or Other
Other Jurisdiction
Jurisdiction (Commission (I.R.S.
(IRS. Employer
Employer
of
of lncorporation
Incorporation or
or Organization)
Organimlion) File
Filc Numbcr)
Number) lde ntification No.)
Identification No.)
1428 Chester
Chester Strcet,
Street. St>ringdale,
Springdale. AR 7276-'
72764
(Address
(Address of
of Principal
Principal Executive
Executive Offices)
Offices) (Zip
(Zip Code)
Code)
-'79-751--'500
479-751-4500
(RegisLrant's
(Registrant‘s te lephone numbcr.
telephone number. including
including area
area code)
code)
f/k/a
f/k/a "Targct
"Target Ocvclopmcnt
Development Group,
Group, lnc."
Inc."
f/k/a "Mindsct
f/k/a "Mindset lnteractive
Interactive Corp."
330 Clematis
330 Clematis Strect,
Street, Suite
Suite 217,
217, Wcst
West Palm Bcach,
Beach, Flo rida 33-'0J
Florida 33401 (561)
(561) 514-0936
514-0936
(Fom1er
(Former name or fonner
fonncr add ress and fonne
address fonncrr fiscal year. if
fiscal year. if c hanged ssince
changed incc last
last report)
repon)
Indicatc
Indicate by
by check ma rk whe
mark t11er the
whether the registran!
registrant (1
(l)) has
has filed
filed all
all reports
reports requircd
required to
lo be
be filed
filed by
by Sectio
Sectionn 13
l3 or
or l5(d)
15(d) of
ol' the
the
Securities Exchange Act of 193-l
Securities 1934 during
during the
[he preccding
prcccding 12 12 months (or(or for
for suc
suchh shorter
shorter period
period tliat
that the
the registrant was
registran!
requi red to
rcquimd lo file
file suc h reports).
such reports). and (2)
(2) has
has bccn
bccn subjcct
subject to
to suc
suchh filing
filing rcquirements
requirements for
for t11e
[he past
past 90 days.
days, Yes O D No 0
Indicate
Indicate byby check mark whether t11e the regislrant
registrant has
has submitted
submitted e lectronically and posted
electronically posted o n its
on its co site. if
rporate Web site.
corporate if any.
any.
every
every lnteractive
Interactive Data
Data File
File requircd
required to
lo be
bc submittcd
submitted and
21nd posted pursuant to
postcd pursuant lo Rule
Rule 405 ofof Regulation
Regulation S-T (§232.405
(§232‘405 of
of tlús
llu's
chapte
chapter)r) during
during t11e
the preceding
preceding 12 mont11s (or
12 months (or fo r such
for such shorter
shorter period
period t11at
that ilie
the registran!
registrant was required
required to
lo submit
submit aand
nd post
post
suc
suchh files).
files). Yes O D No 0E
Indicate
Indicate by
by c heck mark whether t11e
check the regist.rant
negieranI is
is a
a la rgc accc
large leratcd filer.
accelerated filer. a n acce
an lerated file
accelerated filer.r. aa non-accelerated
non-accclcmlcd filer.
filer. ora
or a
smaller
smaller reporting
reponing company.
company.
Large
Large accelerated
accelerated filer D
filer O Acceleratcd
Accelerated file D
filerr O No n-accelerated filer
Non-accelemted filer OD Smaller
Smaller re
mponing M
porting company 0
lndicate by check ma.rk
Indicate by mark whet he r t11e
whether registrnnt is
lhc registrant is a
a shell
shell company (as
(as defined
defined in Rule e
in Rule l 2b-2 l
-Z of
of thc
the
Act).
Act). D No 0
Yes O
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a.
a. Total Common Stock
Total Stock Shares
Shares in issuc as
in issue as of
of Junc
June 30.2015:
30. 2015: 7
7 13.927.966*
l3.927.966*
b. Above Shares
b. Shams Restricted
Restricted from
from Sale: 103.860.595*
Sale: 103.860.595*
c.
c. Series
Series ..“A"
A.. Preferred Shares: 3.000.000
Prefemed Shares: 3.000.000
Shareholders of Record:
Shareholders of 2.0 12
Record: 2.0 (Standard Registrar
12 (Standard Registrar cou111)
count)
Total
Total Autl10rized Conunon Stock
Aulhon'zed Common Stock Shams:
Shares: 800.000.000*
800.000.000***
Total
Total Autl10rized Series "A"
Authorized Series "A" Preferred
Preferred Shares:
Shares: 10.000.000
[0.000.000
** Share count
count includes 10—mm
I 0-111111 rexlricled
restricted stock slwres issued as
stock shares as collateral
col/mera! I0
to TCA Global Master
Master Fund,
Fund, which
which are subject
are subject
to return
(0 return to
Io treasury st0ck.
treasury stock.
** (Note:
** Following the
(he reporting period covered by this flling , the
the 10ml
IOtal .-luthorized
.-lu!l10rized Common
( 'ommon Stock
Stock Shares
(Note: Following reporn'ng period covered by this filing. Shares leve/ was
level was
increased to
increased Io 800,000,000 -- in .•lpri /, 2015
in April. 20l5 --_/b//()wing
Jollo111ing aa discussion
discussion at the Annual Meeting
a! the Meeting of Shareho/ders, anda
of.S'I1areholder.\‘. waiting
am! a wailing
period of
period 0f 111ore than thirty
more than thirry days,
(lays, asas per the g uidelines detailed
the guidelinex detai/ed in
in the
(he corporate
corporate by -laws) . Companv
by—Iaws). Company also a/so estab/ished
established a a
111echanis111
mechanism Io 10 e111po111er
empower the the Trans.fer Agenl, under very
Transfer plgem, ve,y special
specia/ and
am! unlike(v circumslances, to
unlikely circumstances, (0 issue
issue up t0to an
an addilional
additional
I 00-million "Reserve
I00-milli0n Shares .. in
"Reserve Shares" in compliance withwith the need far such
Ihe needfiw such a a 111echanis111
mechanism: t0 to service
service .. Convertible .\7otes"
"Convertible Notes .. tha1
that
”
could be demanded, if unpaid, converted in/o
demanded, and (funpaizl, shares. The
into shares. The cremion
creation of (3f the
(he .. Reserve Shares"
"Reserve .S'I'Iares represents aa mechanism
represents 111echanis111
that is
(hat is more than 7-Iimes
7-times thethe maxi111u111 po1e111ial a111ou111
maximmn potential amoun! of shares t/ml
qfslmres thal could,
cou/d, theoretica/(v,
theoretically, be issued is
be issued al/ convertible
is all convenible
note holders demanded shares shares (instead
(instead of0f cash)
cm'h) and if the
{/‘Ihe Company 's
's
share
share price
price remained at
at its
ilx currem
current., historie
historic low
low
pricing -# all
pricing al/ of which circumstances
ofwhich circumstances are extreme~v unlike~v.
are exll‘enIdv unlikely.
12528 South
12528 South 18-1-0 East
[840 East
Draper.
Draper. UT 84020
8-1-020
Tel.
Tel. 80 1-57 1-88-1--1- // Fax
801-571-8844 Fax 801-571-2551
801 -571 -255 1
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ITEM l.
1. flN ANCIAL STA
FINANCIAL TE!'vlENTS
STATEMENTS
Consolidated Statemcnts
Consolidated of Income
Statements of lncome and
and Retai ned Earnings
Retained Eamings 5
5
Consolidated Balance
Consolidated Balance Shects
Sheets 7
7 -- 8
8
Sharclloldcrs‘ Equity
Shareholders' Equity & Statement of Cash
Statement of Cash Flows
Flows 9- 10
9- 10
!TEM2.
ITEM 2. MANAGEMENT'S DISCUSSION
MANAGErvIENT'S DISCUSS ION AND ANAL YSIS OF FINANCIAL
ANALYSIS 11
ll
CONDITIONS AND RESULTS
RESULTS OF
OF OPERATIONS
lTEM33..
ITEM QUANTITATIVE AND QUALITATIVE DISCLOSURES
QUANTITATIVE DISCLOSURES ABOUT
ABOUT MARKET RISK ¡.¡.
l4
!TEM
ITEM -+.
4. CONTROLS AND PROCEDURES 15
l5
ITEM l.
1. LEGAL PROCEEDINGS 16
16
A.
ITEM l1A. RISK F ACTORS
FACTORS 16
l6
ITEM2.
ITEM 2. UNREGISTERED SALES OF EQU ITY SECURITIES AND USE
OF EQUITY USE OF PROCEEDS 16
l6
ITEM3
ITEM 3.. DEFAULTS UPON SENIOR SECURITIES
SENIOR SECURITIES 16
l6
ITEM-+.
ITEM 4. SUBMlSSION MATTERS TO A
SUBMISSION OF MATTERS A VOTE OF SECURITY HOLDERS 16
16
ITEM5.
ITEM 5. OTHER INFORMATION 16
16
!TEM6.
ITEM 6. EXHIB ITS
EXHIBITS 19-22
19-22
SIGNATURES 18
18
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FORWARD-LOOKING
FORWARD-LOOKJ STATEMENTS
NG STATEMENTS
Actual results
Actual results in
in the futu re could differ
the future materially and
differ materially and advcrsely
adversely from
from tJ1ose described in
those described in the
thc fo rward-looking statements
forward-looking statements as
as
aa result
result of
of various
various important
importan! factors.
factors. including tJ1e substantial
including the substantial investrnent
investment of
of capital
capital requi red to
required to produce
produce and
and market
market films
films
and
and television
television series. increased costs
series. increased for producing
costs for producing and marketing feature
and marketing feature films. budget overruns.
films. budget overru ns. limitations
limitations imposed
imposed byby
our credit
credit facililies, unpredictability of
facilities. unpredictability of the
tJ1e commercial success of
commercial success our motion
of our motion pictures
pictures and
and television
television programming.
progranun.ing. the
the
cost
cost of defendi ng our
of defending intellectual properly.
our intellectual property. difficulties
difficulties in
in integrating
integrating acquired businesses. and
acquired businesses. teclmologicaJ changes
and technological and
changes and
otJ1er
other trends
trends affecting
affecting tJ1e
the entertainment indust.ry.
enlenainment industry.
Page-+
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HANNOVER HOUSE,
HOUSE. lNC.
INC.
Q1101-1
2 2014 Q11015
2 2015 Chan2:e
Change
REVE.NUES
REVB‘IUB S
S 891,190
891,190 S
S 1,.281,011
1,281,011 S
S 389,821
3w,nl
Resen'e forPotential
Reser,e for Potential Retums
Realms /lt)f, BE, laJ'get)
1131!. 33. Targeg/ - (65,962)
(53,953) (65,962)
(65,962}
RF\1ENUIS FOR QU
ADJUSTED REVENUES •.\RTER
QUARTER 891,190
891,190 1,215,049
1,215,049 3231859
323,859
COST OF SALES
Commisions - - -
moss
GROSS PROFIT 314.183
314,1 33 670,642
6n642 356,459
mu AND ADWISIRATIVE
GENERAL ANTI ADMINISTRA.TIVE EXP. m. 72,.5
72,53636 103,S&ó
16,886 31,,.350
3 1,350
INCOMEWSE)
OTHER INCOME(EXPENSE)
OTIER - - -
mm
INCOt\ifE BEFORE INCOi\'1E
INCOWTAJESTAXES 241,647
241,647 566,756
5“,?56 325,109
325,109
PR0\.1SION
PROVISION FOR
FOR. INCO:ME TABS
WCOME TAXES ** 84,576
84,5 76 198,365
198,365 113,788
1 13,788
m MOORE
NETINCO:ME sS 157,071 S 368,391
3&391 S
S 211,.321
21
========
1,321
RETADff.D E.-\R.""\TIGS
RETAINED E:\RND'GS (Beginning of Period)
(Beginning of Pedod) s
S 2,117,312
2,127,312
RETADE
REL\D.
B J EARNINGS
E.-\R.~TIGS (End of Perio
(End of d)
Period) s
S 2,l95)03
2,495,703
**
** Corporate tax
Corporate tax returns are calcula1ed
calculated on a cash
cash basis,
basis:however,
however, the
the applicable reserve for
applicable reserve for accrued
accrued earnings
earningy has
lms been
been
appliedfor
appliedfin' 1he
the purposes p
purposes ofproper(v recording
rroperb' recording rhe
l/Ie compm~v
company 's accrued
accrued projitabilily.
's'
prQ/imbi/ily.
Page
Page 5
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3-Mont hs
3—Months 3-Months
3-Months Category
Category
Ending
Ending Ending
Ending Change ln
In
Bank Charges
Charges $S 925 $$ 850 $S (75
(75))
Consulting
Consulting $
S - $$ ~ $
$ —
Equipment $S $S 3,673
3,673 $S 3,673
3,673
Fees $s - $s - $s -
lnsurance
Insurance $$ -
$$ 4533
45 $S 453
Labor
labor $
s -
$s 650 $$ 650
Legal
Legal and Accounting $S 5,000
5,000 $S 3,000
3,000 $S (2,000)
(2,000)
Miscellaneous $S 4,917
4,917 $$ 1,818
1,818 $S (3,099)
(3,099)
Office
Office $S 6,334
6,334 $5 3,202
3,202 $$ ((3,132)
3,132)
Rent $S 10,050
10,050 $S 10,050
10,050 $
$ -
laxes
Taxes $$ 2,900
2, 900 $5 7,893
7,89 3 $S 44,993
,993
Telephone $S 4,196
4,196 $$ 3,254
3.254 $
5 (942}
(942)
Travel $S -
$S 44,290
,290 $S 4,290
4,290
Utilities
Utilities $
S 1,451
1,451 $$ 1,3&8
1,388 $S (63)
(63)
0F GENERAL AND
TOTALOFGENERALAND
TOTAL $5 ‘
f ootnotes: Officer
Footnotes: salaries for Porkinson
Officersan'cn'esfor Parku’nson ond
and Shefte
shaft: (the
the m ojorit;, of
majority which ore
cf which ore def erred in
deferred come )
income)
oppeor
appear on
on the
the income
income stotem ent os
statement as occrued
accrued (but def erred) paya bles, as
{butde‘arred}payobn'es, as we /1 os
weh‘ as on th
thee Company's
balance
bafance sheets.
sheets.
Page
Page 6
6
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6—30-2015
ASSI.TS
ASSETS
CURRINT
CURRENT ASSI.TS
ASSETS
Cash & Cash Equivalents
Eqm‘valents -U,984
41,984
Accounts Rec
Receivable,
eivabler Net 4,
4, 170,680
l 70,680
Prepaid
Repaid Wages
W'ages o
0
M erchandise Inventory
Merchandise Inventory 232,.268
232,268
Prepaid
Prepaid Advertising
Advem'sing 765,000
765,000
Prepaid
Prepaid Producer Royalties
Pro ducet Royam'es 2,196514
2:196; l4
Producer M.uketing
Mafieu'ng Re-coupment
Recommeut 2,299,495
2,299,495
Film
Film Distribution
Distn'bufion Rights
Rights 1,986,3
1,9863 79
79
Film Production
Film Production Investments
Investments 406,131
406,131
~ ot es Receiv
Notes able and Net Recoupment
Receivable
TOTAL CURRE..'IT
CURRENT ASSETS
AS SETS 12,098,451
12,098,451
m
PROPERTY & IQUIPME..NT
PROPIRTY EQUIPMENT
Les ss Accumulated
& Fflm Gear
Ofice e'shings, Equipment &Film
OfficeFumishings,
Accmnulated Depreciation
Depredafion
Gear 158).25
158,225
(39,356)
(39.356)
Vehicles
Vehicles 22,500
22,500
Les ss Accumulated
Accmulated Depreciation
Depredafion (10,000)
(10,000)
Real
Real Property
Property o
0
01m
OTHIR ASSETS
ASSITS
HIM & TEI..EVlSION
FILM THEVISION LIBRAR.Y (incl V0DV..1Z)*
LBRARY (mct VODWIZ)" 23,.565,337
23,565,337
TOTAL OTHER
OTHE.RASSETS
ASSETS 23,565,337
23,565,337
35,795,157
35,795,157
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7
CONSOLlDATED
CONSOLIDATED AND GENERAL & ADMINISTRATIVE
ADMIN ISTRATJVE EXPENSES
THREE MONTH PERIOD ENDl
FOR THE TlfilEE NG DEC. 31,
ENDING 31, 2013 (UNAUDITED)
** Payroll
Payro/1 Taxes
Taxes include
include one-t ime assessment
one-time assessment of $5,585 for unpaid
0]"55,585]br payro/1 laxes
unpaidpuymll fo r some of
taxesfarsome t/Je Screen Actors Guild (alum
oflhe talen!
utilized wit/Jin the
utilized within the "Toys in th
"TbyS in thee Attic" project.
project.
**
** Enhan ced telep/Jone
Enhanced telephone costs
cosls include
include one-time
(me—lime expense
expense lo
10 upgrade telephone
telephone service m accom
service to 111oda te additiona
accommodate additional/ phone linesjbr
linesfor 1/Je
(Ive
VOD WJZ
WIZ operation, as well
operation, as well as
as lo
la add a jtber-oplic service
afiber—optic service capa ble ofstrea111ing
capable q/slreaming 4K data to t0 HHSE I/ VOD WJZ
WIZ o.f}tces.
offices.
Page
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6
Nathan: s
S 3$,391
3&391
A<ij.ut:me:nt; to~=ncil:
Adjusmus x2: hem
to txcudk net incom:
toca.1hµ-~iiee
tc cashgav'n'eé by (u:;~ in)
byhued 'ni -
opmu'ms
C?=cioru 1:6,132
15:43:
Acmnms r:c;.ivabl:
Acmuru; aceévable (~,SS.'.;)
(61:88:;
:&,.,::ntoty
Luamczy 1,382
LSQ
min; r:c-rupm,nt
Edna: muk:ting
:?rocue:,r ecwpxrau 2~-'08
272408
.:hpa.ic
R$afi pro<i ucer !0)'1
pmdme: mdeEs ce; (+C,118)
(+2, 128}
Ft.!mdstribution
Hkndém‘buu'onghu tigho .:0,000
£000
Accounts pa:,.-.blc
Accouru; payzb E ..0,+30
$330
Hounciéog
P'mmddag ?&.l..Inr:r;,;c
P&A Inzaen ( 12,793)
t 21793;
Winnu’d hit=; [
Cirarumfinancial hm“ ("{LR}
_,-tOJ)
&nko:r ay~te,'illé Elma:
Enkeifayataxifle Jnt:r:S t (300)
(3m)
Long t = p ayab le:
mpayables (3f:6,601)
(3%,601}
?ayrollw.;;ciue
Payton Ems dn-z (;-l-,413)
(14,43
:?r:;paid a<h-2rtising
Raid zdx'exfising -
Beau t!\"é
Ói!-l:U rive ;ala!-,· diam
aalzv C~:rraJ 3'.).{XX)
5.0m
Ca3hr1cr.s
Cahflom :romiID·e;tin!! acci,-itel
fmauin‘es $15 acn'n'SEs
Ft!m proa llC cion
fiknpmducdcu 1%1\"=iinves tm:nc;ma '
(l.D.t.'8}
(13,43?
30mm; :cq.
.:hx:.ucer ac,q. Ad "axe:
vanc:; 1:pay-able
a_vtle l,S46
1,35
Fl;mióhing;, filmGear, E.ql;ip., \"éhde
Fum'nhhgs,FiknGeat,Ewip.,Vehi:E 3,:#
3,144
mpec'an'm &
D:peciacion Ammdm
S: A.trortiz2cioo -
hat B me \"ah;a.tion
Real&cat: Valuat'nn -
GrJhamfimncial
Gzpszimnc'n! OO(é nae -
.‘B u!
);J3 Cal loan
ban (..l..
(APE)FIL) [13,43-
&nko:ray:!:t: \-il!:not;;
Bankcffzyatevme note .
05c:rno
Oficaruoes t:; pajabla
p aya.be _ -
Cash 50m ~
Ca.;h :loro; mfies
:::!'.ancim: acti:\.-ici:;
imiundnz
:Od.
hd. ?av"2bl5
Awbles R4i.:::
Rel'efinm:mm Dir
DEh t Com·.
Com: —
Immeinwh
I==:i.nca.sh ca.;beq1.-i,-al=,
cash equiulems -
eCash.
a; h. beginning aim
b: :rin.nire o: o:rioc 4.761
4.761
Cas
Cash. end o::
h. é!lc 02rioe
ofoa'od sS +:.98'1
£934
Page
Page 9
9
Changc
Change In
In SharchohJcr's
Shareholder’s Equit~·
Equity
For the
the Thrcc
Three Month Pcriod Ending Junc
Period Ending June 30,
30, 2015
2015
Commm Stock
Common Stock Retained
Retained
Shares
Shares Amomt
Amount Eamings
Earnings Total
Taa]
Balance at
at ::\Iarch
)Iarch 31,
31, 2015 680,899,649
680392649 S 25,479,493
$ 25,479,493 $
S 2,127,312
2,127,313 $$ _7,006,805
21606305
VODfflZ
VODTFIZ Tilles
Tz‘rz'es Base Válue
I'at’ue sS 1,250,000
1,50,000
ALA! GNA TCA.
J.:l.4G\:4 lssuances
TCA Issuance: 11,392,920
11,392,920
JSJ Debe Purchases
Deb! Purchases 8,750,830
8,750,830
Macallan D251 P
J,J acallan Debe urchase
Purchase 4,100,000
4: 1 OQOOO
Bach Agm'
Aged Convenible
Convertible _\bre
Note 3,284,567
3,28-g567
R.2srriaed Shares
Restricted Siures ro Io Key
Key Vendors
Vendor: 5,000,000
59011000
Addirional Debr
Additional Acfjusrmems
Debt Agusnnenrs -
(43
(43 1,477)
1:477)
Na Income
lVetlncome 368,391
368:391 $
S 368,391
368,391
Balance at
at June 30, 2015
30,2015 713,92 7,966
713,927,966 $
S 25,479,493
25,-$79,493 $S 2,495,703
3,495,703 $S 28,793,719
28,793,719
Page
Page 10
l()
2. Management‘s
Item 2. Management's Discuss ion and Analysis
Discussion of Financial
Analysis of Financia! Condition
Condition and Rcsults
Results of 01>erations
0f Operations
The following discussion
The following discussion should be read
should bc read in
in conjunction
conjunction with the unauclited
with [he interim consolidated
unaudited imen'm financia! statements
consolidated financial and
statements and
related notes
related notes toto the unaudited interim
the unaudited interim conso lidated financia!
consolidated statements included
financial statements included elsewhcre
elsewhere in in this
this report.
mport. This discussion
This discussion
contains forward-Iooking
forward-looking statemcnts
statements that relate lo
that relate to futurc
future evcnts
events or or our future financial
our future financia! performance.
perfonnance. TheseThese statements
statements
involve known and unknown risks,
involve uncertainties and
risks. uncertainties and otJ1cr factors that
olhcr factors that may cause our
may cause our actual
actual rcsults. leve Is of
results. Icvels activity.
of activity.
perfonnance or
performance or achievements to be malerially
to be diffcrent from
materially different from anyany future results. levels
future results. levels ofof acti\'ity. perfonnance or
activity. perfonnance or
achievements expressed
expressed or implicd by
or implied by tJ1ese forward-looking statements.
these fom'ard-looking These fom'ard-looking
statements. These forward-looking statements
statements are based
are based
largely on our
largely curren! expectations
our current and are
expectations 21nd are subject
subjcct lolo aa number
number of of uncertainties
uncertainties andand n'sks
risks including
including tJ1 e Risk
the Risk Factors
Factors
identi.fied in
identified in our
our Annual OTC Markets filing for the
filing for the ycar
year cnding
ending Deccmber
December 3 20 l4.
l. 20
3 L l-l. Actual
Actual results
results could
could differ
differ materially
materially
from these
these forward-look:ing statements. Hanno,·er
forward—looking statements. House. !ne.
Hannover House. Inc. is sometimes rcferrcd
is sometimes referred toto herein
herein as "we." "us."
as "we." "our" and
"us." "Our" and the
the
"Company
"Company." ."
The nature
naturc of
of thc is driven
issuer's business is
the issuer’s driven by by tJ1e
thc operating
operating entil)'. Hannover House.
entity. Hannover House. which
wlúch is
is aa full-service
full-service producer
producer
and distributor
distributor of entertainmenl products
0f cnlenainmenl products (i.e.
(i.e.., .feature fll111s .fo r 1heatrica/,
feamre/ilmsjbr theatrical, video, television and
video. Ielevisinn international distribution,
am] inlernational distribution.
anda publisher o.f
am] a publisher books).
ofbooks).
Hannover House.
Hannover Inc .. is
Inc.. is a
a Wyoming Corporation. Tmman Press.
Corporation. Truman Press. lnc .. d/b/a
Inc.. ··Hmrnover House··
d/b/a "Hannover House" is an Arkansas
is an Arkansas
Corporation.
Corporation
Neither tlle
Neither the Company. Hmrnover House. Inc..
Hannover House. Inc .. nor
nor the operating entity.
the operating entity. Tmman Prcss. Inc..
Truman Press. lnc .. d/b/a
d/b/a .. Harmo\'er House"
"Hannover House·· have
have
ever been
ever been in
in bankruptcy.
bankmptcy. To the
the best
best of
of management‘s
ma nagement·s knowledge. no predecessor
knowledge no predecessor enti ty has
entity has ever
ever been
been in bankruptcy.
in bankruptcy.
Effective January
Effective January l. 2010.
l. 2010. Targel Development Group.
Target Development Group. Inc..
lnc .. acquired
acquired all of the
all of the shares
Shams of Trumao Press.
of Truman Press. Inc..
Inc., d/b/a
d/b/a
'·Hairnover House"
"Hannover House'· in
in a
a stock-swap
stock-swap agreement. The details
agreement. Thc details of this acquisition
of this acquisition venture
venture are
arc described
described in
in deta il within
detail witJún the
the
infonnation statement posted
infonnalion statement posted on the
tJ1e OTC Markets Disclosure Statement
Markets Disclosure Statement ofof December
December l-l. 2009.
14. 200‘).
tJ1e past
Over thc past four
four years. tJ1e Company has
years. the has defaulted
defaulted on
on several
scvcml loan
loan or
or credit
credit obligations. but nonc
obligations. but none representing
representing aa material
material
event Io
event to the Company or
[11c Company fa lling outside
or falling outside of tJ1e ordina~· course of business. As pre,·iously disclosed
of the ordinary course of business. As previously disclosed through thetJ1rough the
Company's füings witJ1 the OTC Markets.
Company's filings with the OTC Markets. lhe Company
the Company hadhad incurred debt relating
incurred debt relating to
to the
tJ1e tJ1ea1rical rcleasing costs
theatrical releasing costs of
of the
the
film "Twelve" (debt
film "Twelve" (debt obligations were accrued
obligations were accmed with Andersons. AOL. Bedrock
with Andersons. Bedrock Ventures.
Ventures. 42-l2 West.
West. Tecluúcolor. Tribune
Technicolor. Tribune
Enl. and
Em. olhers).
others). As of December 31. 3 1. 20H
20 1-l (he
tJ1e Company
Company had had reduced
reduced the
tJ1e cumulat ive total
cumulative total of
of the
the outstanding
outstanding debl
debt
balances for
balances for tlús
this film from
film from 2m an original
original gross
gross of $4.2-million
$-l.2-million (inclusi\·e
(inclusive ofof obligations to tJ1e
obligations to production company
lhc production company //
licensor). down to
licensor). lcss than
lo lcss than $850.000
3850.000 as of tlús
as of reporting period.
this reporting period. Other
OtJ1er sig1ú.ficant
significant obligations
obligations of tJ1e Company
of the Company include
include
"P&A"
"P&A" forfor the
tJ1e release
release of the
tJ1e film.
film. "Hounddog"
"Hounddog" (Wcinreb loan). "P&A"
(Weinreb loan). "P&A" forfor tJ1e
the release
release of
of "All's Faire In
"All's Fairs In Love"
Love" (NBCal
(NBCal
Loan), producer / licensor
Loan). producer/ Licensor obligations
obligations tolo Interstar Re leasing. Fantastic
Imcrsmr Releasing. Fantastic Films and E.E.
Films and E.E. Smith.
Smilh. ali
all of
of which
which are
are itemized
itemized or
or
otllerwise included witlún
otherwise included the Company's financials.
within the !inancials.
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of30
As of
of 6-30-20
6-30-20 15. U1ere were
15. there no ffunher
were no urther changes
changes of
of .. control ...
“control".
Magna Investments.
Magma lnvestrnents. in
in aa debt
debt conversion
conversion transaction
transaction to reduce the
to reduce balance owed to
lhc balance Global Master
to TCA Global hd: 8.750.830
Master Fund: 8.750.830
to JSJ
lo JSJ Investrnents
Investments inin considernlion
consideration of of debt
debt reductions
reductions for Nalional Bank
for National Bank of
of California
California and Graharn Financial
and Graham Financia! Services
Se,v ices
(which note
note was reissued
reissued and renewed):
rcnmved): 4. .i. 100.000 shares to
100.000 shares to Macal lan Partners
Macallan Partners for
for purchases
purchases of of qualified.
qualified. aged-debt:
aged-dcbt: andand
3.28.i.567
3.284.567 shares
shares to
lo Bach Capital
Capital in
in satisfaction
satisfaction of of aged
aged convertible
convertible notes
notes issued
issued to the company
to the company in in May
May of
of 20
20 1-i.
l4.
Thc Company
The Company has has not
not experienced
experienced any
any dclisling
dclisting of the issuer‘s
of the issuer's securilies.
securities. As ofof the
the 6-30-20
6-30-20 15.5. U1ere were no
there were
l no current.
current. past.
past.
pendi ng or
pending threatened legal
or threatened legal proceedings
proceedings oror administmtivc
administralive actions
actions that
that could have a material effect
could have a material effect on the issuer"s
0n Illc business.
issuer's business.
financia]
financial condition
condition oror operations
operations other
other U1an
than U1ose
those iterns specifically described
items specifically described hereunder
hereunder or 0U1eiwise disclosed
or otherwise disclosed inin OTC
Markets Filings.
Markets Filings. As of 6-30-20 15 and remaining true
of 6-30-2015 21nd remaining true through
tlirough t11e
[he date
dale of
of Lllis filing. there
[his filing. lhcrc were
were nono past
past or pending trading
or pending trading
suspensions by
suspensions by aa securilies
securities regulator.
regulator. The legal pmcccdings.
Thc legal proceedings. whether past. pending
whether past. pending or Uireatened. ali
or threatened. fall under
all fall under the
the
guidelines of being
guidelines of being within the ordinary
within the ordinaiy course
course of business. and
of business. and are
are disclosed
disclosed inin detail in this
detail in this filing
filing oror incorporated within
incorporated within
previously filed
previously filed disclosures with the
disclosures with the OTC Markets.
Markets.
Tlirough
Through Lhe
the operating
operating entity of “Hannover
entity of '·Haimover House:· the Company is
House." the is actively
actively involved
involved with Lhe production.
with the production. acquisition and
acquisition and
distribution
distn’bution of
of entertainment products into
entertainment products into thc
the USA and Canadian markets.
and Canadian including theatricaJ
markets. including theatrical films.
films. home video
video
releases. rights licenses
releases. rights licenses of films and Yideos
of films videos to
lo Video-On-Demand platfonns and
Vidco-On-Demzmd platfonns and television.
television. as well as
as well book publishing
as book publishing
(including printed
(including printed editions and electronic
editions and electronic --E-Book·· fonnats).
"E-Book" fonnats).
which the
which tJ1e Company performs
perfonns certain sales &
ccnain sales & marketing functions on
marketing functions on behalf
behalf of of the
the owners ofof U1e properties. as
lhc properties. as opposed
opposed loto
having
having thethe Company
Company actually
actually purchase
purchase or otherwise license
or otherwise rights inlo
license rights into the
t11e property.
propc rty. In
In 20 LO with
2010 with the
the merger
merger ofof Hannover
Hannover
House and Target Development Group.
and Target Inc .. the
Group. Inc.. the Company
Company began began moving away away from
from ··sales agency"· ventures
“sales agency" ventures and
and
pursuing actual
pursuing actual rights-licensing
righls-liccnsing // acquisition structures for
acquisition slmcturcs for new tilles being released
lillcs being released under
under U1e
the Harn1over
Hannover HouseHouse label.
label. as
as
this
this fonn of of licensing arrangement can
licensing arrangement ultimately bc
can ultimately be more
more lucrative
lucrative forfor t11e
[he company.
company. Most
Most of tJ1e tiUes
of the being distributed
titles being distributed
by the
by MedaJlion Releasing
the Medallion Releasing division
division are
are under
under sales
sales agency
agency agreements.
agreements. rangingranging from 15% Io to 50% revenue splits with
revenue splits the
with the
prograrn suppliers
program suppliers and outside labels.
outside labels.
not as
not as high
high as the potential
as the potenLiaJ for
for Films.
Films. So the Company
So the Company seeks
seeks toto maintain
maintain a balance in
a balance in its
its release
release slate
slate of high-margin book
of high-margin book
properties. with
properties. high-revenue Film
with high-revcnuc Film and Video properties.
properties.
Page
Page 12
12
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Page 17
Page 17 of 30
of30
Toe
The use
use ofof ll1e
the term
lcm1 "Company" mfcrs refers to
to ll1e
the combined entities.
entities. as
as reponed
reported on a consolidated basis.
a consolidated basis. 0f
of Hanno,·er House.
Hannover House.
[ne.. Truman Press.
Inc,. Press. Inc..
!ne .. d/b/a
d/b/a '·Hannove
“Hannoverr House" and Bookworks. Inc.
and Bookworks. !ne. (a
(a special
special purpose
purpose enfity
entity utilizedfor
utilizedfar Screen
Screen ,./.crors
.»1ctors
Guite/ activities
Guild activities and productions), as
aml productions), well as VODW1Z. !ne. (the special
as wcll as VODWIZ. Inc. (the special purpose purpose video-on-demand
video—on—demand portal venture). and
portal vemure). and
Medallion Releasing.
Medallion Releasing. !ne.Inc. (the
(the 111ulti-studio sales
mulli-slm/io sales venture). Each of
venture). Each tlle corporate
of the entities files
corporate entities files separate income um
separate income ta" returns
rctums
will1 tlle
with federal govemment
the federal govcrmnem and respective
respective states
states of registration: however.
of registration; financia! statements
however. financial statements andand reports. as of
reports. as of January
January
20 IO. refer
l. 2010.
1. refer toto the
the combined and and consolidated
consolidated results
results of
of ali
all entities. Hannoyer House.
entities. Hannover House. Inc.
!ne. is
is [he
the publicly-tmded
publicly-traded entity
entity
for ali operating
for all operating divisions.
divisions. Truman Press.
Press. !ne
Inc.... d/b/a
d/b/a .. Hannover House" is
"Hannover the operating
is the operating and
and releasing division entity
releasing division enti ty for
for
all consumer products.
ali products. Bookworks.
Bookworks. Inc..lnc .. is
is aa special purposc entity
specile purpose entity established
established for the sen·icing
for the servicing of of book
book and publishing
and publishing
ventures.
ventures. and more recenlly.
recently. used forfor Scrce
Screen n Actors
Ac tors Guild
Guild productions.
productions.
As of 6-30-20
6-30-20 15 and remaining (me
15 and trne llirough
through the
the date
date of this filing.
of this filing. the
the Company does not foresee
does not foresee any probable or
any probable or ex.isüng
existing
goverrune ntal regulations
govcmmcnlal as having an adversc
mgulalions as or material
adverse or material impact
impact loto [11c
ll1e operations.
operations.
During calendar
Dun‘ng calendar year year 2009
2009 (and spccificaJly limited
(and specifically limitcd to to activilies
activities forfor Trumao
Truman Press. lnc .. d/b/a
Press. Inc.. --Hannover House'').
d/b/a "Hannover House"). thet11e
Company invested
Company approximately $$5.000
invested approximately 15.000 on activities
acti \"ities that
that could
could bcbe characterized
charac terized as as ·research
'research and and dcvelopment.‘
development. · During
Dun’ng
the calendar year
the year of 2010.
201 O. and under the ll1e consolidated reporting of
consolidated reporting of all
ali entities.
enlities. the
Lhe Company
Company invested invested approximately
approximately
$20.000
$20000 on projects
projects and
and activities
activities ll1at
that could
could bc be characterized
characte rized as us ·research
'rcsearch and development. · During
and dcvelopmenl.‘ During thethe calenda
calendarr year
year of
of
20 11 and
2011 and under
under consolidated reporting of
consolidated reponing ali entities.
of all entities. the the Company invested im·ested approximately
approximately $ 166.000 on
$166000 on projects
projects and
and
activities Lhat
activities that could
could bebe characterized
characterized as ·researc h and
as ‘rescarch development.' (specifically.
and dcvelopmcnl.‘ (speciftcally. (11c
thc production
production of of feature
feature film
film // Video
video
products). Duri
products). During ng 20 12. the
2012. the Company invested approximately
Company invested approximately $287. $287.]11-4 l4 on production
production projects
projects // R&D assignable;
assignable: during
du ring
2013. the
the Company made no new investments investments in in production
production or or activities that would
activities that wo uld be be R&D assignable.
assignable. TheThe company
company has has
been involved in
been in some feature film productions
feature film produclions duringduring 201-4201-l and ll1e first quarter
the first of 2015. including development.
quarter of 2015. including development. pre- pre-
production and posl-production
production post-production work on Bonobos: Back t0
on .."Bonobos: to the
thc Wild
Wild".. (nature
(namre docudrama),
(lacmlrama), .. Mothcr Goose:
"Mother Goose: Journe)·
Journey
to Utopia"
t0 Utopia" (live-aclion adventure). --oinosaurs
fantasy adventure).
(live-action fantasy "Dinosaurs 0f of the
thc Jurassic"
Jurassic.. (D0cu111e111a,y). --shadow
(Docmnenlarjv), "Shadow Vision" Vision" (Sci-Fi
(Sci-Fi
The Summoning
"The
Thriller),. ..
Thriller) Summoning".. (Horror-Thril/e1
(Horrar-T/n'i/ler), .. Shuck and
1, "Shuck and Jive"
Jivc.. (Urban Drama) and
(L'rban Drama) .. Clown Town"
21nd “Clown Town .. (Horro,).
(Horror). The
Thc
Company is is also
also working on structuring
slructuring financing
financing and and distribulion
distribution ventures
ventures for for three
three additional
additional features
features.. .. Extreme
"Extreme
Operative·'
Operative" (action-adventure), “Dog
(acrion-achrenture). --oog and Pony Pony Show" Show·' (Fhmiiv-Animal
(Fa111i~y-Ani111a/ rldventure),
.~ldvemurc). Bridge T0
and ..“Bridge
and To
Redemption"
Redemption" (A ction-Thriller). Thc
L-‘lction-Thri/ler). The company
company feels feels lliat
[hm itsits participation
participation in facilitating the
in facilitating Lhe production
production of these and
of these 21nd other
other
higher-end
highcr-cnd Litles generntes many benefits:
titles generates benefits: longer
longer license
license periods
periods (uxualb-v perpetui1y), greater
(usual~v perpetuifiv), revenue opponuniiies
greater revenue opportunities
(inc/uding rights). and higher-end
international righrs),
(including international higher-cnd titles tilles lo serve as
to scn'e loco motives to
as locomotives to elcvate
elevate thc the company‘s
company' s stature with
stature with
theatrical cxhibition chains and video
theatrical exhibition video mass
mass merchants
mcrchants which can help
help will1
with catalog
catalog and
and secondary tille placements.
secondary title placements.
A.
A. The principal
principal pmducts
products of
of ll1e Company. and
[11c Company. and ll1eir respective markets
their respective markets are:
are:
1.
i. ThcatricaJ films —- released
Theatrical films releascd to
to theatres
theatres in
in the
the U nitcd States
United Slates
ii.
ii. Home Video
Video Products (DVDs. Blu-Rays.
Blu-Rays. Digital Copies) -— released
Digital Copies) to \"ideo
released lo specialty retailers.
video specialty rctailers. mass-
mass-
merchandisers. bookstores.
mcrchandisers. bookstores. schools. librarics and rental
schools. libraries re nta! outlets
oullets (including kiosks) in
(including kiosks) in ll1e United States
Lhc United States
and
and Canada:
Canada:
iii .
iii. Video-On-Demand releases
Vidco-On-Demand — films
releases - films and videos
videos offered for direct
offered for direct ·in-home viewing· by
‘in-homc viewing‘ by consumers via aa
consumers via
variety
variety of sen·ice providers.
of service providers.
i,·.
iv. E-Books -— sold
Books and E-Books sold through bookstorcs. schools.
through bookstores. schools. libraries.
libraries. intemet retai lers and
inlcmet retailers and streamed
strcamed through
through
aa variety
variety of
of e-Book platforms
platfom1s.
Page
Page 13
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of3O
B.
B. The primary
primary distribution
distribution methods used by
methods uscd by the Company for
lhc Company consumer product
ali consumer
for all product goods can be
goods cam bc categorized as:
categorized as:
--iwo-slep wholesate·' distribution
"two-slep wholesale" distribution (wherein the Company
(wherein the Company sells its products
sells its products toan authorized wholesale
lo 2m authorized wholesale distributor.
distributor.
which inin tum. resells thc
turn. rcsells the products
products to
to retailers or consumers)
retailers or consumers) andand .."direct
direct dism‘bution"
distribution·' wherein
wherein the
the Company sells
Company sells
its products
its products directly
directly to
lo consumers oror di rectly to
directly lo the
[11c end-user retailer.
cnd-user retailer.
C.
C. The Company has
has announced.
announced. and included in previously
included in previously published
published disclosures.
disclosures. a listing of
a listing 0f some of L
somc of he principal.
the principal.
upcoming theatrical
upcoming films that
theatrical films L11at will
will also
also bc
be released
released onto
onto home Video
video formats.
fo nnats.
D.
D. Competitive Position —
Competitive Position - The Company competes
competes for
for theatfical
thealrical screens and retail
screens and retail (home video) shelf
(home video) shelf space
space against
against
seven (7)
(7) Major Studio
Studio suppliers
suppliers and
and approximately eight (8)
approximately eight (8) independent studio suppliers.
independent studio suppliers. While
While aliall of the
of the
Major Studio
Studio competitors
competitors operate their own
opemtc their (in-house) home Yideo
own (in-housc) distribution divisions.
video distribution on.ly three
divisions. only Lliree of
of the
the
independent studio
independent studio suppliers
suppliers operate
operate both
bol11 theatrically
theatrically and
and in the home video
in [11c markets. Operati
video markets Operating ng aa home video
homc Video
releasing label
releasing label ..“in-house"
in-house.. provides
proYides tile
lhc Compa
Company ny wil11
with an2m advantage
advantage in in the solicitation of
the solicitation of titles
titles for
for acquisition.
acquisition. asas
well
well as prov ides greater
as provides greater control
control over
over the
the Company
Company's ·s cash-flow
cash-flow andand corporate
corporale goa.ls.
goals.
E.
E. Materials Suppliers —
Materials and Suppliers - The principal service
Thc principal serYice providers
proYiders to L11e Company
lo the Company arc
are listed
listed in
in detail
detail in
in Lltis disclosure.
this disclosure.
below. The
below. The principal
principal suppliers of ncw
suppliers of new release film and
release film video products
and video products include
include lhe
the following
following production
production
companies and programming
programming sources
sources (lisred
(listed alphaberical~v) Allegheny Image
alplmhelicalb‘):: Allegheny Image Factory;
Factory: American
American Family
Family
Movies: Associated
Associated Tele\"ision:
Television; Atlas
Atlas Films: BerVon Entertainn1ent:
Films; Bchon Entertainment: Cinetic
Cinclic Media: Daybreak Pictures:
Media; Daybreak Pictures: Empire
Empire
Film Group,
Film Group. Inc.:
Inc.: Eurocine
Eurocinc Tnternational:
International: Gaumont. SA: On‘gin
Gaumonl. SA: Origin Motion Pictures: Plaza
Motion Pictures: Entertainment. Inc.;
Plaza Entertainment. Inc.:
Phoenix Emenainmcnt;
Entertairunent: Phoenix
Phoenix Releasing
Releasing Group:
Group: Sola-Media,
Sola-Mcdia. GmbH: Shoreline Entertainment;
GmbH; Shoreline Entertainment: Studio
Studio 33
Entertainn1ent: PWl-Vemcmz
Entcnaimncm: PWI-Veracruz Emcnainmcnt.
Entertai runent. The principal
principal suppliers
suppliers of books for
of books for the
L11e Company
Company to to publish
publish
include (listed
include (listed alphabetically):
alphabetically): James Danielson.
Danielson. Phi! Goodman. Brenda
Phil Goodman. Brenda Hancock. Vivían Kaplan.
Hancock. Vivian Kaplan. Barr
Barr
McClellan and Vivían
Vivian Sc ltilling. The Company secs
Schilling. sees no shortage of
no shonage properties available
of propenies available for
for acquisition in any
acquisition in any of
of
the applicable
the media.
applicable media.
F. Dependence
F. Dependence on Customers -— Two of
on Major Customers the Company's current
of the current customers
customers as as of
of 12-31-2014 contributed
12-31-201-1- contributed
fifteen percent (15%)
fifteen percent ( 15%) or more to
or to tite
the overa!!.
ovemll. am1ualized
annualized salessales revenues.
revenues. Wal-Mart Stores. lnc. (inclusiYe
Stores. Inc. (inclusive of of sales
sales
to
lo their SAM'S Clubs
their SAM'S Clubs division).
division). hashas been
been purchasing
purchasing most most of of the
the Company's new release rclease DVD titles.
titles .. The
The
Company does not not see
see the Wal-Mart market
the Wal-Man market share
share asas an
an unhealtl1y
unhealthy dependence
dependence on aa key key customer.
customer. as as Wal-Mart
Wal-Man
conslilutes
constitutes a a much smaller
smaller share
share ofof the
Lhe Company‘s
Company's overall revenues than
overall revenues than forfor many Major Studios.
many Major Studios. and the
and lhe
Company does does not
nol anticipate
anticipate that
that the
Lhe growth in in sales to Wal-Man
sales lo Wal-Mart Stores. lnc .. will
Stores. Inc.. will grow
grow disproportionately
disproportionate ly with wil11
the Company's other
the otl1er customers.
customers. Medallion Releasing has
Medallion Releasing has conuncnccd
conunenced activities
acti\'ities for L11e intemalional
for the inlcmau'onal sales
sales and
and
licensing of ltigher-end
licensing properties owned or
higher—cnd properties or conLrolled
controlled by by the
the Company.
Company. the the revenue
revenue results
results for
for which
which alsoalso
exceed thetl1e fifteen percent (15%)
fifteen percent threshold of
( 15%) threshold total. annualized
of total. am1ualized reve nues. The
revenues, The Company
Company does does not feel that
not feel that the
the
rapidly growing sales
rapidly sales revenues being realized
revenues being realized from
from the
the intemational markets poses
intcmau'onal markets poses an an unreasonable
unreasonable or or viable
viable
tlrreat
threat to operations. as
lo operations. sales are
as sales cumulative ovcr
am cumulative over multiple lice nsing agreements
multiple licensing agreements for fo r specific
specific territories. media and
Icrritodes. media and
titles.
titles.
G.
G. The Company
Company does not own or
docs not or control
control any
any patents. frnnchise or
patents. franchise or concessions. The licenses
concessions. Thc licenses and royalty agreements
and royalty agreements
fall
fall under tl1e
the category of being
category of being part
part of L11e ordinzny
of the ordinary course
course of business.
of business.
H. company does
H. The company not need
docs not nccd any government approvals
any govemmcm approvals of
of principal
principal products
products or
or services.
services.
The nature
naturc and extent 0f of tite issuer's facilities
the issuer’s include aa primary
facilities include primary office ar1d warehouse
office and warehouse combo unit
unit (under tease from
(under lease from
Elder Properties.
Properties. Springdale.
Springdale. AR).
AR). comprising approximately 6.000 square
comprising approximately square feet.
feet.
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HANNOVER
HAN NOVER HOUSE, TNC.
INC.
CHANGE 1N
CHANCE SHAREE STRUCTURE DURING REPORTING PERIOD
IN SI-1.AR PER10D
DECEMBER 31,
31 , 2013
Cha nge
Change
During
Share Structure Description
Share Structure Description 12/3 1/2013
12/31/2013 9/30/2013 Quarter
Unrestricted
Unrestricted Common Stock*
Stock* 449,580,622
449,580,622 424,437 ,77 1
424,437,771 25.412.851
25.412.851
Rest1icted
Restricted Common Stock
Stock 130,65
130.65 1,743
1,743 138,651
138,65 ,743
.743
l (8,000,000)
(8,000,000)
COMMON STOCK ISSUED* ISSUED* 580,232,365
580,232,365 563 ,089,514
563,089,5 l4 17, 142,85 1
l7,l42.85|
COMMON STOCK AUTHORIZED 600,000,000
600,000,000 600,000,000
600,000,000 o0
Prefe1red Shares Issued
Preferred Shares Issued 1,000,000
1,000,000 1,000,000
1,000,000 o0
PrefeITcd Shares
Preferred Shares Autho rized
Authorized 10,000,000
|0,000,()00 10,000,000
10,000,000 o0
Total Beneficial Owners
Total Beneficial 342
342 343 ((I)
l)
(per
(per Bmadridge)
Bmadridge)
Total
Total Shareholders
Shareholders of
of Record 183 185
I85 (2)
(2)
(per
(per Standa,d Registra,)
Standard Regislrar)
** Total count o/
Total counf Unrestricted Co111111on
ofUnrestricted Common Stock
Stack does
does not
nut include
include the
l/ze reduction o/6.2-mm shares
reduction 0f6.2-mm shares and
anu’ 1. 7-mm slmresfi'am
1.7—mm sharesfrom a cancelled
ca11celled
1ransactio111vith Greemvood
lransaclion with Greenwood Finance
Finance Gro11p,
Group, LLC,
LLC, whic/1
which was
was termi11a1ed
terminated during
during Q4,
Q4, 2013,
201 3, but
bu! not
no! rejlected
reflecled in
in !he share
I/zex/m/‘e cv1111l
count lotals
(utals
until after
1111/il Jan. 8,
aflerJun. 8, 20 14.
2014.
Page 99
Page
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9/19
Page 22 of
of 30
3O
Item .n.
4T. Controls and Procedures
Procedurcs
Changes in
in Internal
Interna! Control over
over Financia!
Financial Rc¡wrting
Reporting
As requi red by
required by Rule 13a- l 5(d) of
13a-15(d) of the
the Exchange Act. Act. the Company. under
thc Company. under the supervision and
thc supervision 21nd with the participation
with the participation of the
of the
Company"s management. including
Company‘s management. including thethe Chief Executive Officer
Chief Executive Officer and Chjef Financia!
and Chief Officer. aJso
Financial Officer. also evaJuated
evaluated whether
whethcr any
any
changes occurred
occurred lo
to the
the Company's
Company‘s interna]
internal control
control OYer financia] reporting
ovcr financial during the
reporting during period covered
[11c period covered byby this
this report U1at
report that
have
have materially
materially affected.
affected. or are reaso nably likely
arc reasonably to materially
likely lo materially affect.
affect. such
such control. Based on
control. Based on that
that e,·aluation. there has
evaluation. there has
been no
been no such change during
such change the period
during the period covered
covered by by tlüs rcport.
this report.
Item l.
ltem 1. Legal
Legal Procccdings
Proceedings
As of June
June 30.
30. 2015.
20 15. the
[he Company was not involved
M IS nol involved in any open
in any open or or non-adjudicated
non-adjudicatcd litigation matters. In
litigation matters. In early
early May.
May. aa
lawsuit
lawsuit was fíled
filed on behalf of Elder
on behalf Elder Properties
Properties (rhe /andlord for the
(the lamllordfin' the Co111pany
("ompmzv’s 's primary
pri111ary ofice
office l warehouse faciliry). A
warehouse fizci/ilyr). A
settlement was effected
settlement effected and announced
announced aJmost immediately. and
almost immediately. Company remitted
and Company rcmitted payments
payments in in May
May totaling $29.350.
totaling $29350.
wiU1
with subsequent monU1Jy installments
subsequent monthly installments on on aa negotiated
negotiated setUement.
scttlcmcnl. Subsequent
Subsequent to thc cnd
lo [11c end ofof the
the reporting
rcporting pcn'od.
period. onon or
or
about
about August 3. 3. 2015.
20 l5. to the surprise
lo the of HHSE and
surpn'se of and itsits counsel.
counsel. theU1e atlomey
attomey for for Elder Properties filed
Elder Propcnics fíled aa “defaultjudgment“
··defaulL judg111ent"
agajnst
against Company in in this
this resolved
resolved matter. instead of
matter. instead of eiU1er
either withdrawing
withdrawing the the lawsuit
lawsuit oror filing
fíling Satisfaction
Satisfaction documentation.
documentation.
The attomey
auomey for
for HHSE responded
responded innncdialcly
inm1ediately withwith aa demand for sanctions and
for sanctions and damages
damages agains
againstt U1e
the opposing
opposing counsel
counsel for
for
ha\'i ng made aa significan!
having fíling error.
significant filing Ultimately. the
cnor. Ultimately. U1e demand for for sanctions
sanctions was was dropped. wluch triggered
dropped. which triggered the the filing
filing ofof the
the
Satisfaction paperwo rk. and the
Satisfaction paperwork. the matter
matter was finally
linally closed
closed (.-lugusr
(August 14. 1./, 20 Also subsequent
15) . Also
2015). subsequent to the close
to the close of the reporting
of the reporting
period. 0n
period. on August 5. 5. 20 15. Company was served
2015. served a a demand for for ··accounring"·
"accounting" and and applicable pay mems by
applicable payments by an
2m attomey
allomcy for
for
Northbank Entertainment.
Nonhbank Entertainment. produccr/
producer / licensor
licensor of the DVD release
of the Asylum." Company had
··J1111i(yvil/e .‘lsj/lmnf‘
release ”Amiumille had previously
previously provided
provided
aa full and complete accounting
full and accounting of U1e sales and
the sales royalties due
21nd royalties for this
duc for this title to aa totally
Lille to totally different attomey. ostensibly
different atlomcy. aJso
ostensibly also
representing Northbank Enterté
representing Northbank ürunent. including
Entertainment. including aa paymentpay ment installment
installment agreement
agrecmcm and bank caslüer"
and bank cashier‘ss check.
check. TheThc
Company will respond lo
will respond to tlus lawsuit filing
this lawsuit filing inin aa Limcly
timely manner.
manner. andand maymay seek sanctions and
seek sanctions 21nd damages
danmgcs for for filing
filing a lawsuit
a lawsuit
on this previously
on this previously resolved matter.
resolved maucr.
Since
Since the end of
the end of the applicable reporting
the applicable period. Company
reporting period. Company has has grown concemed
concemcd with the status
with lhc status ofof aa serYices-agreement
serviccs-agreemenl
entered
entered into
into in in 20
201313 with Nanotech Entertainment
with Nanotcch Entertainment for for the
lhc opcrational
operational (rechnical delivenv} needs
(technical upload and delive1:v) needs for
for the
the
upconung VODWIZ
upcoming YODWTZ digital-streaming
digital-strcaming service.
service. HHSE is is concemed
conccmcd U1at that the
thc insufficient
insufficient attention
attention andand resources
rcsources maymay have
have
been committed
been comnutted lo to uploading
uploading new titles
titles to
lo YODWIZ.
VODWIZ. and and isis currently.
currently. actively seeking to
actively seeking Io address
address U1ese
these concems and and to
lo
wo rk towards
work towards establislung
establishing a a mutually acceptable framework
mutually acceptable frammvork for for aa moving-fonvard
moving-forward relationslüp. HHSE acknowledges
relationship. HHSE acknowledges that that
Nanotech may
Nanotcch also have
may also have concerns
concerns about masters and
about masters 0U1er delivery
and other delivery elements
elements fro m HHSE
from HH SE and
and HHSE supplier
supplier studios
studios U 1at
[hm
are participating
arc participating in in the YODWIZ launch.
the VODWIZ launch. The establishment
establishment of of the YODWTZ site
the VODWIZ site and ponal
portal is is complex.
complex. and and im·olved
involved
Iiterally thousands of
literally thousands of feature films and
feature films more than
zmd more than aa dozen
dozen suppliers.
suppliers. each
each delivering
dcliven'ng elements
clemems in in aa wide
wide assortment
assortment of of
fo nnats. ll
fonnals. is not
It is unreasonable that
not unreasonable the task
[hat the task of
of uploading
uploading tilles has proven
titles has proven time-consuming
limc-consuming é llld. al
and. at times.
times. problematic.
problematic. ItIt is
is
HHSE"s intention to
HHSE's intention to continue
continue working
working withwith Nanotech. provided that
Nanotech. provided that an
an acceptable
acceptable game-plan
gamc-plan and and schedule
schedule can be agreed.
can be agreed.
HHSE has has bccn
been approached
approached by by 0U 1er technical
other teclmical services pro\'iders. and
services providers. and ant.icipates
anticipates that U1ere would be
that there be no
no negative
negative impact
impact
to
lo U1e
the consumer roll-out
roll-oul of
of the VODWIZ site
the YODWIZ site and ponal
po1tal if. fo
forr any
if. any reason.
rcason. including
including mutual
mutual russolution.
dissolution tl1atthat the
the services
sen'iccs
agreement witl1 Nanotech is
with Nanolcch is not continued. There
not continued. Thcrc are
are no other nunerial
no other material disputes
disputes or lawsuits requiring
or lawsuits requiring Comp,my's
Company‘s
response.
response.
Item lA.
1A. Risk Factors
Factors
Other Uian
than as
as set forth in
set fonh in Utis
this FORM 10-Q filing. U1ere
lO-Q filing. are no
there are no specific
specific risk
risk facto rs rclating
factors to the
relating to lhc Company's securities
securities U1at
that
are not universally
arc not universa.lly applicable to other
applicable to other equitics
equities tradi ng on
trading on the
the OTC Markets.
Markets.
Item 2. Unregistered
Item 2. Un registered Sales of Equity
Sales 0f Equity Securities
Securities and
and Use of Proceeds.
Use of Proceeds.
Not applicable
Not applicable to
lo Issuer.
Issuer.
ltem
Item 3. Defaults Ut>On
3. Defaults Senior Securities
Upon Senior Sccuritics
Nol applicable
Not applicable to lssuer. although
to Issuer. although a previously active
a previously active credit
credit arrangement with TCA Global
arrangement with Global Master Fund has
Master Fund has since been
since been
tenninated by
terminated by mutual consent.
mutual consent.
Item
Item -t
4. Submission of Matters to
0f Matters to aa Vote of Security
Vote 0f Sccurit~· Holders.
Holdcrs.
Not applicable
Not applicable to Issuer.
Io Issuer.
ltem
Item 5.
S. Other lnformation.
Information.
None.
None.
ltem 6. Exhibits
Item 6. Exhibits
Examples of billboards.
billboards. prim
print ads.
ads. in-tllcatrc
in-theatre promotions
promotions and key media
and key media coverage
coverage for
for curren! Hanno,·er House.
current Hannover !ne.
House. Inc.
theatrical releases: "THE
theatrical releases: ALGERJAN"' and
·'THE ALGERIAN“ and "BONOBOS: BACK T0 TO THE WILD.“
WILD_.,
Page
Page 17
l7
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OqO63020
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0q1 231 201 3.htm
Item
Item 2.2. Management's Discussion and
Management’s Discussion und Analysis
Analysis ofFiuancial Condition and
ofFinancial Condition and Results
Results of Opcrations
ofOpcrations
The following discussion
The following discussion should
should bcbe read
read in conjunction with
in conjunction with thc
thc unaudited
unaudited interim
interim consolidatcd
consolidated fin ancia! statements
financial statements and
and rclated
related
notes 10to the unaudited interim
the unaudited interim consolidated
consolidated fifinancial
nancia) statemcnts included elsewhere
statements included elscwhere in thi s report.
in this This discussion
report. This discussion contains forward-
contains forward-
looking statements that that relate
relate t0
to fixture
future events
events 0ror our
our future
future financial performance. These
financia! pexformancc. These statemcnts involvc known
statements involve known and
and unknown
unknown
ri~ks,
risks, unce1tainties
uncertainties and other factms
factors that may cause our actual
that may results, levels
actual results, levels of acti vi ty, perfonnance
ofuctivity, perfo1mance or or achievements
achievements to to be
be materially
material ly
difierent fiom
d1fferent from any future
future results,
results, levels
levels of activity,
activity, performance
performance 0r or achievements
achievements expressed
expressed or implied by
0r implied by these forward-looking
these fbm'ard-looking
statements. These forward-looking
statements. forward-looking statements
statements are based largely
are based largely on
on our curren! expectati
our current expectationsons and are subj
and are ect to
subject lo aa number
number of of
unce1t ainties and
uncertainties and risks including the
risks including the Risk
Risk Factors identified in
Factors identified in our Quartcrly Form lO-Q
ourQuartcrly 10-Q forfor the
the thrcc-month
thrcc-month period
pcriod cndi ng Deccmber
ending December
31 , 2013
31, 2013.. Actual results cou
Actual results ld differ
could differ materially
materially from thcse fo1
fi‘om these ward-looking statements.
forward-looking statemen ts. I-Iannover
Hannover Housc, lnc. is
House, Inc. sometimcs referred
is sometimes rcferrcd to
to
herein as
herein "we," "us,"
as "wc," "us," "our"
"our" and
and the
the "Company."
nature ofthe
The nature issuer's business
0fthe issuer’s business isis Jrivcn
driven byby the
the operating
operating cntity, 1-lan nover House,
entity, Hannover 1-l ouse, which is
is aa full-service
fu ll -service producer
produccr and
and distributor
distributor
of
of entertainment products (i.
entertainment products e., feature
(i.e., feawre films
Ji/111s jbl'
Jor theatrical,
theatrical, video, television and international
video, television inlernational distribution.
distribution, and aa publisher
publisher of
of
books).
books).
Hannover House,
Hannover House, Inc.,
Inc., is aa Wyoming Corporation.
is Comoration. Truman
Tmman Prcss,
Press, lnc.,
Inc., d/b/a
d/b/a "H annovcr Housc"
“Hannover is an
House” is an Arkansas
Arkansas Corporal ion.
Corporation.
Hannover
Hannover House,
House, Tnc.,
Inc., f/ k/a Target
f/k/a Development Group,
Target Development Group, T nc. (which
Inc. (which was also formerl y known us
also formerly as "M indset Interactive
"Mindset lnteractive Corp.") was
registered
registered as
as aa coxpomtion
corporation in in Wyoming on 0n Januaiy 29, 2009.
January 29, Truman Press,
2009. Tmman Press, lnc., d/b/a "“Hannover
Inc., d/b/a Hannover House"
Housc" was registered
registered as
as a
a
corporation in
corporation in California
California on on September
September 15, 1993, and
15, I993, ancl re-rcgistercd
re-rcgiste red in
in Arkansas
Arkansas etfective Junc 200
effective June 8. Thc Ecklan
2008. Ecklan Corporation,
Comoration,
registered
registered on
0n March 25 , 1998,
March 25, in the
I998, in the State
State ofTexas,
ofTexas, was the
the predecessor
predecessor entity to Target
entity to Target Development Group,
Group, Inc.
lnc.
The
The Company,
Company, Han no ver House,
Hannover House, lnc.,
Inc., as well as
as well as Trnman Press, lnc.,
Truman Press, d/b/a “Hannover
1110.. d/b/a " Hannover House"
House" each
each ha ve an
have an ell‘ective
elfecti ve fiscal
fiscal year—cnd
year-end
date of Deccmber 3311..
date ofDeccmbcr
Etfective
Elfective January 1,20
January l, 1O, Target
2010, Target Development Group, lnc.,
Development Group, lnc., acquired
acquired ali
all o fthe shares
ot‘the omeman Press,
shares ofTrnman Press, lnc.,
lnc., d/ b/a "H
d/b/a anno ver House”
“Hannover House"
in
in a stock-swap agreement.
a stock-swap agreement. The
The details
details ofthis
ofthis acquisition ven ture are
acquisition venture are described
described in detail within the
in detail information statement
the information statement posted
posted on
on
the Markets Disclosure
the OTC Markets Disclosure Statement
Statement ofDecember 14, 14, 2009.
2009.
Over
Over the
the past fou r years,
past four years, the
the Company
Company hashas defaulted
defaulted on on sevcral loan or
several loan or credit
creclit obligations,
obligations, but
but none
none representing
reprcsenting aa material
material cvcnt
event to to
the
the Company
Company or or falling
falling outside
outside ofthe
ofthe ordinary
ordinary course
coulsc ofbusiness.
ofbusiness. As previously
prcviously disclosed through thc Company's fil ings wit h the
disclosed through thc Company's filings with the
OTC Markets,
Markets, the
thc Company
Company had had incurred
incurred debt
debt rclating
relating to thc theatrical
to the theatrical releasing
rcleasing costs
costs of thc film
ofthc film "Twclve"
"Twelve" (debt obligations
obligations werewere
accrued with Anderso ns,
accrued with Andersons, AOL, AOL, Bedrock
Bedrock Yentures,
Ventures, 42
42 West,
West, Technicolor,
Technicolor. Tribune
Tribune Ent.
Em. and others).
others). As of
of Dccembcr
December 31
31,, 20 13
2013 the
the
Company
Company had
had reduced
reduced the
the cumulative
cumulative total
total of
0f the
the outstandi
outstandingng debt
dcbt balances
balances for
for this
this film
film from
from an
an 01i ginal
original gross of $4.2-mill
$4.2-millionion
(inclusive
(inclusive ofof obligations
obligations to to the
the production
production company
company // licensor),
licensor), clown
down to to less
less than
than $850,000 as as o
off this repo1ting period.
this reponing period. Other
Other
signilicant obligations
significant obligations ofthe
ofthe Company include "P&A" for
include "P&A" for the
the release ofthe film,
release oflhc film, "Hounddog" loan), “P&A"
(Weinreb loan),
"Hounddog" (Wcinreb "P&A" for
for the
the release
release
of"A ll's Faire
0f"All's Faire [n
[o Love"
Love" (NBCal
(NBCal Loan), producer / licensor
Loan), produccr/ li censor obligations
obligations to to lnterstar
lnterstar Releasing, Fantastic Films
Releasing, Fantastic Films and
and E.E. Smi th, all
E.E. Smith, of
all of
which are
which are itemized
itemized oror otherwise
otherwise included within the
included within Company's financials.
the Company's financials.
Page 10
Page IO
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10/1 9
Page 26 of
of 30
CERTrFICA TION
CERTIFICATION
I. Eric
L F. Parkinson
Eric F. Parkinson certify
ccnify that:
that:
2.
2. Based on my knowlcdge.
knowledge. lhis
this report
repon does
docs not
nol contain
contain any
any untrue
unlruc statement
statement of
ol' a material fact
a material fact or
or omit
omit to
lo state
stale aa
material
material fact
fact necessary
necessary to
to make the
lhc statements
statements made.
made. in
in light
light of
of U1e
[11c circumstances
circumstances under
under which
which such
such statements
statements we
werere
made. not
not misleading
misleading with
with respect
respect to
to the
the period
period cove red by
covered by Uüs
this report:
report:
3. Based
Lu Based on knowledge. U1e
on my knowledge. lhc financia!
financial statements.
statements. and other
other financia!
financial infonnatio
infonnationn included
included inin Utis
this report.
report. fai rly
fairly
present in ali
present in material respects
all material respects the
the financia!
financial condition. results of
condition. rcsulls of operations
operations and
and cash
cash flows
flows of0f U1e registran!
the registrant as
as of.
of. and
and
for. U1e periods
for. the pcn'ods presented
presented in this report:
in this report".
4.
4. The registran! 's other
registrant‘s other certif
y ing officer
certifying officer and
zmd I are
arc responsible
I responsible for
for establishing
establishing and
and maintai ning disclosure
maintaining disclosure controls
controls and
and
procedu res (as
procedures (as defined
defined in
in Exchange ActAct Rules
Rules 13a-1 5(e) and
l3a-15(c) and 15d-1 5(e)) and
15d—15(c)) and interna!
internal control
control over
over financia!
financial reporting
reponing
(as
(as defined
defined inin Exchange Act Rules 13a-l
Act Rules 5(f) and
l3a-l5(D and 15d-1 5(f)) for
15d-15(D) U1e registrnnt
l'or thc registrant and
and have:
have:
(b) Designed
(b) Designed such
such interna!
imemzll control
control over
ovcr financia!
financial reporting.
rcponing. or
or caused
caused such
such intemal
inlemal control
control over
over financia!
financial rcporti ng to
rcpom'ng lo be
bc
designed
designed under
under our
our supervision,
supervision. to
lo provide
provide reasonable
reasonable assura nce regarding
assurance regarding U1e
the reliability
reliability of
of financia!
financial reporting
reporting and
and
the
[he preparation
preparation of
of financia!
financial statements
statements for cxtemal purposes in accordance with generally accepted accounting
for externa! purposes in accordance witl1 generally accepted accounting
principies:
principles:
(e)
(c) Evaluated
Evaluated the
the effectiveness
effectiveness of
of the regist.rdnt"s disclosurc
lhc registrant‘s disclosure cont rols and
controls and procedures
procedures and
and presented
presented in
in Litis
this report
rcpon our
our
conclusions
conclusions about
about Ule
the effectiveness
effectiveness of
of tl1e
the disclosure
disclosure controls
conLrols and
and procedures.
procedures as
as of
of the
the end
end of
of the
the period
period covered
covered by
by
Lhis
this report
report based
based on such
such evaluation:
evaluation: and
(d) Disclosed in
(d) Disclosed in lhjs
this report
mpon any
any change
change in
in the
the registrant"
registrant'ss interna!
inlemle cont rol over
control ovcr financia!
financial reporting
reporting iliat
thal occurred
occurred during
during
the
the registrant ·s most
registrant‘s most recent
recent fiscal
fiscal quarter
quancr (the
(the registrant"s
registrant’s fourth
fourth fiscal
fiscal quarter
quarter in U1e case
in the case of
0f an
an aimual
annual report)
rcpon) U 1at
lhal
5.
5. The registrant‘s
registran!·s 0U1er
other certify ing officer
certifying officer and
and I have
have disclosed.
I disclosed. based
based on
on our
our most
most recent
recent evaluation
evaluation of
of interna!
internal control
control
o,·er
over fi nancia! reporting.
financial repom'ng. to the registrant"s
lo the registrant‘s auditors and the audit committee of U1e
auditors and lhc audit committee of {11c registrant"s
registrant‘s board
board of directors
of directors (or
(or
persons
persons perfonning
pcrfonning tlle
the equivalen!
equivalent funclion):
function):
Date:
Dale: August
August 15.
15. 20 15
2015 Hannovcr
Hannover Housc,
House. lnc
Inc
By: /si
By: /s/ Eric
Eric F.
F. Parkinson
Parkinson
Eric F.
Eric F. Parkinson
Parkinson
Chainnan Chief Executi\'e Officer
Chief Executive Officer
EXHIBITS
F]
"
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Regal MOVJETIMES:
flew Majestic
Males“: Stadium 20
m MIME nMEs:
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10':JS am.
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Ellswonl Drln
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844-462-7342
844-462-7342 ext.4012
ext.401 2 ms am. 9:45
7:05p.m. 945 p.m.
pm.
Tidcets
lichets Available
Available Now
Now on
on Fanilango.com
Fandangoxom
Pagc
Page 2
2|1
MORGE~STEUN
MORGENSTF RN ON FILM
0N HI M
THE
THE WALL
WALL STREET
STREET JOURNAL.
JOURNAL.
MORG8NSTHH ON A MISSION
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Spoiler Alert:
Spoiler Alert:
No Sexinthe
Sex in the
Bonobo
Bonoho Movie
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Page
P 22
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069680/000147 l242 ll 5000073 /hhse l1 Oq0630201
5000073/hhse 0q063020] ... 6/4/20
6/4/20118
8
11/17/2016
11/1 7/201 6 htlps://www.sec.gov/Archives/edgar/data/1069680/000147124214000060/hhse10q12312013.htm
https://www.sec.gov/ArChives/edgarldalal1 069680/0001471 24214000060/hhse1 0q1 231 201 3.htm
_
1-clease ofFil
release ms & Videos
ofFilms is twenty-seven
Videos is twenty-seven percent
percent (27%).
(27%).
BOOKS// E-BOOKS —
BOOKS - The
The Company
Company remains
remains acti ve in
active in the
the acquisition
acquisition and licensing
licensing ofpublishing
of publishing rights
ri ghts to
to printed books and e-
pn'nted books e-
Books. The
Books. The gross margins eamed
gross margins by the
earned by the Compan
Companyy inin the
the release
release o[ Books are
ofBooks are generall
generallyy much hi gher than
higher than the
the margins derived
margins deri ved from
from
the release of
the release Film and
ofFilm and Video
Video properties;
properties; howevcr,
however, the upside revenue
the upside potential for
revenue potential for books is
is usually
usually notas high as
not as high the potential
as the potcntial for
for
the operating
thc operating andand releasing
releasing division
division entity
entity for
for al
alli consumcr
consumer products.
products. Bookworks,
Bookworks, Inc.,
Inc., is
is a
a special
special purpose
purpose entity
entity established
established for
for the
thc
servieing ofbook and
servicing publishing ventures,
and publishing ventures, and more
more recently,
recently, used
used forfor Screen
Screen Actors Guild productions.
productions.
As of
of J12-31-2013
2-31 -2013 and
and remaining
remaining true through the
true through date of
the date of this
this fi l ing, the
filing, the Company docs
docs not
not fo resee any
foresee any probable
probable or
or existing
existing
govemmental regulations
govcmmental as having
regulations as hav ing an
an ad verse 0r
adverse or matefial
material impact
impact toto the opcrations.
the opcmtions.
As of 12-31[-201
ofl2-3 -2013, the Company
3, the Company had
had 6
6 fu q
ll-time emp
u-time loyees.
employees.
Page
Page 12
12
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5/31 l201
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069680/0001 471 2421 50000851hhse11Oq093020
0q093020115.htm
5.htm
The Company’s
The Compa ny's stock is traded
stock is traded on the
the OTC --Pink.shccts'· Markc ts undcr
“Pinkshccls" Markets under the trading symbol:
the trading symbol: HHSE. The C usip number for
Cusip for the
the
Company is:
Company is: 4410686
10686 10 1. The following
IOI. fo llowing is
is true
true and
and correct, per our
currcct, pcr transfor agent.
our transfer agent, as of and al the period
at the period cnding
ending on
0n September
September 30,
30,
20 15:
2015:
a.
a. Total Stock Shares
Total Common Stock in issue
Shares in issue as
as ofScptcmbcr 30, 2015:
of September 30. 20 15 : 754,843,404”
754,843 ,404*
b.
b. Above Shares Restricted from Sale:
Shares Rcsm'ctcd Sale: 103,860,595*
103,860,595'“
“‘A‘
c.
c. Series
Series ·'A" Preferred
l-'rc ferred Shares:
Shares: 3,000,000
3,000,000
Shareholders or
Shareholders 2,0 188 (Standard
Record: 2,0
of Record: I Registrar calm!)
(Stamlwz! Registrar co11111)
Tota
Totall Beneficia! Shareholders: 344 (Broadridge.
Beneficial Shareholders: !CS count)
(Broadridge. I(‘S co1111t)
Tota
Totall Authorized
Authorized Common Stock Shares: 800,000,000
Stock Shares: 800,000,000
Slrare count
** Share co11111 incl11des I0-111111 restricted
includes lO—mm slock shares
restriclecl stock slrares iss11ed
issued as
as colla1eral
collateral 10 TCA Global Master
to ¡\,/aster Fund,
F1111d, wlriclr are suhjec!
which are subject Io
to ret11m to
return Io
treasu,y stock. Share
treasury stock. Share co11111
counl a/soalso incl11des tire issuance
includes the by li'a11sf
issuance by er Age"!
'l‘runsfer 1-lgent during the curren/ reporting
(he current period of
reporting period of a block
block o/
0f
approximute(v 9,85./, 14
zlpproxirilulelx’ 9,854,l./77 co111111011
common stockstock shares
slwres to Blackbridge Capital,
to Bluc'khridge w/ric/1Company
Capital, which Compuny has /rus demonstrated
demonstruted (0 to lrave
have been issued in
been issued in error
error
by
by tire
(he Transfer rigen/, and wlriclr
Transjér.»lgent, which occured without
withou! meritorious
meritorious basis.
basis. Company
Companv hasIras engaged
e11gaged litigation
litigation counsel
co1111sel Io
to pursue
p11rs11e its
its riglrts
rights and
remedies
remedies inin recovering
recovering tires
thesee shares
sirares 0ror obtai11i11g financia! considera/ion.
oblainingfinancia/ consideralion.
Page 22
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LTEM ll..
ITEM HNANClAL
HNANCIAL STJ\Tl::MI::NTS
S'l'Al'liMh'N'l'S
Consolidated Statements
Consolidated Stalements or lncomc
ol‘lncome and Retained
Retained Eamings 5
Consolidated General
Consolidated Genera l and
and Administra ti ve Expenses
Administrative fa penses 6
Consolidated Balance
Consolidated Ba lance Sheets
Sheels 7-8
Sharcholders·
Shareholders‘ Equity
Equity & Sullcmcnl
Statcment or Cash Flows
ot‘Cash Hows // Sales Detail
Sales Detail 9- 11
ITEM 2.
2. MANAGEMENT'S DISCUSS!ON AND ANAL
MANAGEMENT'S DISCUSSION YSIS OF FINANCIAL
ANALYSIS FINANC IAL CONDITIONS
COND[T[ONS AND 12
OF OPERATIONS
RESULTS OF
ITEM 3.
3. QUAN'I‘ITA'I‘IVE AND QUJ\.LlTATIVE
QUANTITATIVE QUALITATIVE DISCLOSURES ABOUT MARKET RJ SK
RISK 16
!TEM4.
ITEM 4. CONTROLS AND PROCEDURES
CONTROLS ANO 17
lTEM
ITEM l.
l‘ LEGAL PROCEEDINGS
PROCl:::EIJLNGS 17
[TEM IA.
ITEM IA. RJ SK
RI FACTORS 18
!TEM2.
ITEM 24 UNR.EG ISTER.ED SALES OF [EQUITY
UNREGISTERFD EQU1TY SECURJT LES AND USE OF
SECURITIES
()l-'
0F PROCEEDS 18
llEM
l'l'EM 3.
3. IJHAULTS
DEI’AUL‘I'S UPON SEN IOR SECURIT
SENIOR IES
SECURJ'I'ILSS 18
rTE
ITEMM 4.
4. SUBMISSION OF
()I“ MATT ERS TO
MATTERS 'l‘O
A VOTE
VOT E OF SECURITY
SECURITY [AIOIJDIERS
HOLDERS 18
ITEM 5.
5. OTHER INFORMATION
INFORM ATTON 18-20
l'l'EM 6.
ITEM EXl-llli!TS
6. EXHlBl'l'S 21
SIGNATURES
SIGNATURES 22 - 23
Pagc
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1 0q0930201 5.htm
FORWARD-LOOKING
FORWA RD- LOOKING STATEMENTS
This disclosure
This disclosure statement
statement contains
contains ·'forward-looking
“tbnvard-looking statemcnts .. within
statements" within the meaning
lhc meaning or the
01’ the Pri\·atc
Private Securities
Securities Litigation
Litigation Reform
Reform ActAct of
of
1995.
I995. InIn sorne
some cases
cases you
you can identify tbrward-looking
can identify forwa rd-looking statements
statemcnts byby terms such as
terms such ·'may", ·'intend
as "may", "intend"... , “will“,
·'will", "could'', ·'would.. ,
“could". “would",
..“expects",
expects", “believe",
·'believe", “estimate",
·'estímate'·, or
or the negative of
lhc negative 0f thcse
thcsc terms,
terms‘ and similar expressions
and similar intcndcd to
expressions intended to idcntify forward-looking
identify l‘onvard—looking
statements. These forward-looking
statements. statements retlect
forward-looking statements reflect our curren! views
uur current views with
with respect
respect to future evcnts
lo future events and are based on assumptions
are based assumptions and and
are
are subject to risks
subject to risks and
and uncertainties.
w1certainties. Also,
Also, thcse
these forward-look.ing statcmcnts present
tbm'ard-looking statements presenl our estima tes and
our estimates and assumptions
assumptions onlyonly as
as of the date
of thc dale
of this disclosure
of this statement. Except
disclosure statement. Except for
for our
our ongoing obligation
obligation to
tn disclosc material information
disclose material informalion as requircd by
as required by federal
federal securilies laws,
securities laws,
we do not intend to
not intend to update you conceming
concerning anyany future
future revisions
revisions to
10 any
any forward-looking
t'om-‘ard-looking statements
statements to
to reílect
reflect e\·ents
events or
0r circumstances
circumstances
occurring
occurring after the date
after the of this
date of Lhis disclosure statement.
disclosure statement.
Actual
Actual results in the
results in the futurc could differ
future could ditfcr materially
materially and adversely l'rom
and adversely from those
those dcscribcd
described in
in thc
thc forward-look.ing
fom'ard-looking statemcnts
statements as
as a result of
a result of
various
various important factors, including
important factors, including thc
thc substantial
substantial investmcnt of capital
investment ol' requircd lo
capital required to produce
produce and
and market
markct films
films and television series,
and television series,
increased costs
increased costs forfor producing
producing and marketing
marketing feature
foature fílms, budgct o\·crruns,
films. budget overruns. limitations imposcd by
limitations imposed by our credit facilities,
our credit facilities,
unpredictability of
unpredictability of the
the commercial
commercial success
success of
01‘ our motion pictures
our motion pictures and television programming,
and television programming, the cost of
lhc cost 0f defending our intellectual
defending our intellectual
property, difficulties
property, difl'icultics inin integrating
integrating acquired busincsses, and
acquired businesses. and teclmological changes and
technological changes and other trends affecting
other trends affecting the
the entcrtainmcnt
entertainment
industry.
indusln’.
unaudited.
unaudited.
Page 44
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COST OF SALES
Commissions 170
Sales and Marketing 13,900 4,250 (9,650)
Video Manufacturi ng
Manufacturing 12,271
12,271 37,488 25,217
E31?
-[ ~
H"Royalties
Film & Book
u: ;;
11‘; -:.--
33,054 * 1,780,875 * 1,747,821
Freight 1,868 29,420 27,552
Other Expenses 49,313 22,426 (26,887)
RETAINED
REMINED EARNINGS (Beginning
(Beginning of
of Period)
Penod) $s 2,495,703
2,495,703
•‘ Campan
Canpanyy is
is expensing the accrued royolties
royakies or
or third party participations
third party participation: os
as o
a cost
cast of sales.
ofsales.
“ Campan
"* yE
Company is reserving
reserving a total
total of
of 35% off pretax eamings
afipretax earnings os
as the
the cumulative,
cumuiaflve, accrued
accrued tax
tax liab;/;ty far both
IIabllltyfor both
Federal
Federal and applicable
appflcabte State
State lncome
Income Taxes
Taxes
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GENERAL AND
ANO ADMINISTRATIVE
ADMINISTRATIVE EXPENSES
3-Months
3—Months 3- M onths
3-Months Category
Ending Ending Changeln
Change In
CATEGORY 6/30/2015
6,30,2015 9/30/2015
9130,2015 Period
'
Auto
'éaéi $
1?“?
' ‘7
$
€13 $
Bank Charges s$ 850 $$ 2,200
2,200 $$ 1,350
1,350
Consulting
.1127.
fig; ‘ $
VI, $ $
Employees and Labor
Labor $$ 63,365 $ 79 ,647 $ 16,282
"
Ent
51- ertainment
1:" 5m
I
*E $ .
$ $
Equipment $S 3,673 $ 4,188 $ 515
Fees $ $ $
lnsurance
Insurance $$ 453 $ 647 $ 194
Labor s 650 $ 3,213 $ 2,563
Lega
Lega l and Accounting
Accounting $ 3,000 $ 16,400 $ 13,400
Miscellaneous $ 1, 818 $ 11,564 $ 9,746
Office $ 3,202 $ 17,845 $ 14,643
Rent $ 10,050 $ 13,050 $ 3,000
Ta xes $ 7,893 $ 24,887 $ 16,994
Telephone $ 3,254 $ 3,623 $ 369
Travel $ 4,290 $ 8,500 $ 4,210
Utilities $ 1,388 $ 1,881 $ 493
TOTAL OF GENERAL AND
ADM IN ISTRATIVE EXPENSES
ADMINISTRATIVE $S lfim
103,886 $S 187,645
181,645 $3 83,759
83,759
Footnotes: OfieerSaIan‘es
Foobwfles: Officer Salaries for
for Parkinson
Parkinson and Shefte
Shefte (the
(the majority
majority of
of whidi are deferred
which are deferred income)
income)
oppear
appear on the
file income statement as accroed
statement as accrued (but
(but deferred) payables, as
defened) payables, as we/i' as on
well a5 on the
die Compon y's
Company's
balance sheeB.
balance sheets.
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HANNOVER
HANNOV ER HOUSE, INC.
INC.
6/30/2015 9/30/2015
9/30/2015
ASSETS
CURRENT
CU RRENT ASSETS
ASSEIS
Cash &
Cash St Cash
Cash Equivalents
Equivalents 41,984
41,984 355,071
355,071
Accounts Receivable,
Accounts Receivable, Net 4, 170,680
4,170,680 4,715,385
4,715,385
Prepaid
Prepaid Wages - -
Merchandi se lnventory
Merchandise Inventory 232,268
232,268 254,734
254,734
Prepaid Advertising
Advertising 765,000
765,000 765,000
765,000
Prepai
Prepaidd Producer Royalties
Royalties 2,196,514
2,196,514 2,200,816
2,200,816
Producer Marketing Recoupment 2,299,495
2,299,495 2,261,337
2.261.337
Film
Film Distribution
Distribution Rights
Rights 1,986,379
1,986,379 1,986,379
1,986,379
Film
Film Production
Production lnvestments
Investments 406,131
406,131 412,009
412,009
Notes Receivable
Receivable and Net Recoupm ent
Recoupment - —
OTHER ASSEIS
ASSETS
FILM & TV LIBRARY
FILM UBRARY {incl. VODWIZ}*
(incl. VODWIZ)’ 23,565,337
23,565,337 23,565,337
23,565,337
TOTAL OTHER
OTHER, ASSETS 23,565,337
23,565,337 23,565,337
23,565,337
35,663,788
35,663,788 36,516,068
36,516,068
Page
l’age 7
7
Item 4.
Item Controls and Procedures
4. Controls Procedures -- Evaluation
Evaluation ofDisclosure Controls and ancl Procedures
Proccdurcs
The term
The tenn "disclosure controls and
“disclosure controls procedures" is
and procedures” is defined
dcfincd in Rules 1321-1
in Rules l 3a-15(e)
S(c) and I 5d-l 5(e)
lSd-l of the Securities
S(e) ofthc Securi ties Exchange Act
Act of
of 1934
1934 as
as
amended
amended (the "Exchange Act").
(the “Exchange These rules
Act”). These mies lefer
refer to the controls
to the controls ancl
21nd other procedures ofa
other procedures of a company
compan y that
that are designed to
arc designed t0 ensure
cnsum that
that
infomrntion required
information required to
to be
be disclosed by aa
disclosed by company
company in
in the rcports that
the reports that itit files
files or submits under the
or submits Exehangc Act
thc Exchange Aet is
is recorded,
recorded,
proeessed, summarized
processed, and reported
summarized and reported within required time
within required time periods
periods specified in the
specified in the SEC’S
SEC's rules
rules and fonns,
fonns, 21nd
and that
that such
such infommtion
information isis
accumulated
accumulated and communicated to
and communicated to management,
management, including our ChiefExecuti
including our ChicfExecutiveve Officer
Officer ami Chief Financial Officer,
and ChiefFinancial as appro
Officer, as priate, t0
appropriate. to
allow timely deeisions
allow timely decisions regarding requi red disclosure.
regarding required disclosure.
As ofDecember
As ofDeccmber 33 1, 2013
201 3 ,thc
l , , the end
end ofthe period covered
ofthe period covered by
by thi
thiss report,
report, the
the Company catTied out an
can‘icd out evaluation under
an evaluation undcr thc
thc superv ision
supervision
and with
and the participation
with the participation ofour
of our ChiefExeculive
ChiefExecutive Officer and President
Officer and President Ofthc
ofthe effectiven css of
clfcctivcness our disclosure
ofour disclosure contro ls and procedures.
controls procedures.
Our Chief Executi
Our Chief ve Officer
Executive Officer and
and Chief
Chief Financia! Officer have
Financial Officer have concluded
concluded that
that such controls and procedures
such controls procedu res were
we re effective
effective as
as of
of
December 31
3 l,, 2013
201 3 . .
Changcs in Internal
Changes in Interna) Control ovcr Financia) Rcporting
over Financial Reporting
As required
As required by Rule 1321-1
by Rule l 3a-I 5(d)
5(d) ofthe Exchange Act,
ofthe Exchange Act, the Company, under
(he Company, under the supe1v ision and
lhe supervision and with
with the participation ofthe
the punicipmion ofthe Company's
Company‘s
management, including
management, including the
the ChiefExecutive
Chi efExecutive Officer
Officer and
and Chief Financial Officer,
ChiefFinancial Officer, al so evaluated
also whether any
evaluated whether any
changes occun-ed t0
changes occurred to the Company's internal
the Company’s interna! control
control over
over financia! repo1ting dun'ng
financial rcponing during the
the period
period covcred by this
covered by this repott that have
rcpon that have
materiall y affected,
materially afiected, orare
orare reasonably likely to
reasonably likely to materially
materially affect, such control.
afi'ect, such control. Based on
Based 011 that evaluation, there has been
that evaluation, thcrc has bcen no such
such
change during the
change during the period
peri od covered
covered by
by this report.
this report.
ltem
Itcm l.
1. Lega
Legall Proceedings
Proceeclings
As ofDecember3
ofDecember 3 1, 2013
20 3,, the
l
,the Company was not
l not involved
in vo lved in
in any
any open
open ornon-adjudicatcd
or non-adj udicated litigation
litigation matters.
matters.
Item lA.
1A. Risk Facto rs
Factors
Other than
Other as
than as set fo rth in
set forth this FORM lO-Q
in this 10-Q filin g, there
filing, there are no specific
are n0 specific risk facto1-s relating
risk factors to the
relating to the Company's
Company's securities
securities that
that are
arc not
not
uni versally applicable
universally app licabl e to
to other equiti es trading
other equities trading on
on the
the OTC Markets.
Markets.
Pagc 15
Page 15
The cessation ofemployment by
The cessation by either
either Parkinson
Parkinson or
0r Sh efte could
Shcfie cou ld have
have aa material
material and ncgati vc impact
and negative impact 0n
on the
the Company, as cutTent
Company, as cumml
cash flows
cash flows would
would not
not facilitate
faci li tate the
the hiri ng of
hiring comparabl y qualified
Ofcompalably qualificd executives,
executives, and thc loss
and thc loss of Parkinson as
ofParkinson as "key
"key man" cou ld result
could rcsul t in
in
multiple title
multiple title agreement
agreement cancellations.
cancellations.
ltem
Item 2. Unregistercd Sa
2. Unregistered les of
Sales Equity Securities
oquuity Sccuritics and Use of Procccds.
ofProcccds.
Not applicable
Not applicable to
to Issuer.
Issuer.
Item 3.
3. Defaults U pon Senior Securities
Upon Securities
No t applicable
Not applicable to
t0 lssuer.
Issuer.
ltem
Item 4.
4. Submission ofMatters
of'Matters to
to aa Vote oi'Security
ofSecurity Holders.
Holders.
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FFor
or the
the three
three months ending Sept. 30,
ending Sept. 30, 2015
2015
6301015
6- 30 EMS 930 1015
9 302013
Cash fio"lís
flows from
from operating
operating acrhicies
activiu‘es
~etlncome
.V'ec Income S 368,391
368,391 S 366,89~
366,897
Adj11stments
Adjustments to reconcile
to net
reconcile net incorue
income
to
to cash
cash pro\·ided
provided by
by (used
(used in)
in)
operations
opemfions 126,B2
126,432 (2-!8,651)
(248,65 l)
Depreciation
Depreciau'on — -
..\ccounts
Accounts receivable
receivable (61,882}
(6 1,882) (S+i,705)
(544,705)
Irr.entory
Inventory 1,382
1,382 ())_466)
21,;66)
Prepaid advertising
Prepaid advem'sing - -
Producer marketing
Producer marketing recoupment 272,408
272,408 38,158
33, 1 SS
Prepaid producer
Prepaid royalties
pro ducer royaln'es (442,
(442,!118}
IS} (4,302)
(4302)
Film
Film distribution rights
ésuibution rights 50,000
50,000 -
.Accmmts
.\ccounts payable
payable +0,-B
40,430O 3,808
3:808
Short Tenn.
Short ·otes
Tenn Notes - -
W
We'uneb P&A
einreb P&..\ incerest
imere st (12, 793}
(11.793) (12,193)
(12,793)
Graham Financia!
Finandal interest
intere st (( 1,-100}
L400) (1,400)
(1,400)
offayetteville Imerest
Bank offayettevine Interest (300)
(300) (263)
(263)
Long Term
Tenn Payables
Payables (366,601}
(366,61“): 80,500
80,500
Real Estate
Real Estate )..fongage
Mongage Payable
Payabie - -
TC..\
TCA Global
Global ~.faster
L-Iaster fund
Fund 108,2W
[08104 75,000
75,000
.Accrued
.\ccrued royalties
royalu'es (26,2
(26,7 19}
l9) +05,137
405, 137
Acmed wages
..\ccrued - 3,000
3,000
Payroll taxes
Payroll taxes due (U, H3}
( 14,4 13) 24,2 77
24,277
faecutive
Execuu've salary
salary deferral
defenal 30,000
30,000 (27,610)
(27,610)
m opmu'ons
Cash used in operations 269.886
269.336 329,455
329,455
Film production
Fihl pro ducn'on investments
investments (120.438}
(130.43 8) (5,818)
(5,878)
Weinreb
Weimeb Hounddog P&..\.
P&A note
note - -
Graham fFinancial
inancia! SerYices
Services note
note - -
Bank offayetteville
of Fayetteville note
note - —
..\cquisition
Acquisiu'on .Advances
.\dvances Payable
Payable 1.8.l-6
1,846 (4,302)
(£302)
>i"B
NB Cal
Ca] loan
loan ((AHL)
..\FII.) (15+,B8}
( 154543 S) (100,000)
(100,000)
Officer
Oficer notes
notes payable
payable - (50,000)
(50,300)
r .... 1-
I‘nnl nElma
.... _.,. ,_......... ~
Pm... .......... :..... _,.
Gnu-uJ—n ..:...:...: ~...
.adru'fi'...
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Not
Not applicab le to
applicable to lssuer.
Issuer.
ltem
Item S.
5. Other
Other Jnformation.
Information.
None.
None.
Item
Item 6.
6. Exhibits
Exhibits
None.
None.
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242 1 5000085/hhse11Oq09302015.htm
HANNOVER
HA NNOVER HOUSE, lNC.
INC.
Chan gc Ln
Change In Sharcholdcr's
Shareholder‘s Equit~,
Equity
For
For thc
the T hrec Mo
Three nth Period
Month Period Endin
Endingg Septcmbcr
September 30,
30, 2015
Common Stock
Stock Reta ined
Retained
Shares
Shares Amo unt
Amount Earni ngs
Earnings Total
Total
Balance at
at June 30,
30, 2015 713, 927,966
713,927,966 $$ 26,166,647
26,166,647 $S 2,495,703
2,495,703 28, 662, 350
28.662350
Blackbridge
Bfackbridge lssuance
Issuance Error (Sept. 8)
Error (Sept. 8) 9,854,147
9,854, 147
TCA
TCA// Magna
Magna {Sept.
(Sept. 23)
23} 5,059,970
5.059.970
TCA // Magna {Sept.
(Sep 24)
24)
t. 5,622,189
5, 622, 189
Netlncome
Net Income $
S 361,897
361,897 361, 897
361,897
Balances at
Balances at Sept.
Sept. 30,
a0. 2015 754,843,404
754,843,404 - 2,857,600
2,857,600 29,194,367
29,134,367
Page
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l0
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SIGNATURES
Pu rsuant lo
Pursuant to the
llle requirements
requirements of the Securities
ofthe Securities Exchange Acl
Act of l 934, the
of 1934, the registranl has dul
registrant has dulyy caused this
this repo11
repon to
lo be signed on
0n its
ils
behalfby the
behalfby the undersigned,
undersigned, thereunto
thereumo duly
duly authorized.
authorized.
Date: February
Date: February 17,
17, 20 14
2014 Hannover House,
House, Inc.
Inc.
By:
By: /s/ Eri c F.
/s/ Eric F. Parkinson
Parkinson
Eric F.
Eric F. Parkinson,
Parkinson,
Chairman
Chairman & ChiefExecutive
ChiefExccutivc Officer
Ofi'lccr
Page 16
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Item
Item 2.2. Managemcnt's
Management’s Discussion
Discussion and Analysis
Analysis of of Financial
Financia! Condition and and Results
Rcsults of Opcrations
Operations
The following
fo llowing discussion
discuss ion should
should be
be read
rcad in
in conjunction
conjunction withwith the
the unaudited
unaudited interim
interim consolidated
consolidated linancial
financial statements
statements and related
related notes
to the
to the unaudited
unaudited interim
interim consolidated financia! statements
consolidated financial statemcnts included
included elsewhere
elsewhere in this report.
in this report. This discussion contains fonvard-looking
discussion contains forward-looking
statements lhat
statements re late lo
[hat relate future events
to future events oror o ur ruture
our future L'inancial perfo rmance. These statements
financial performance. statemcnts involve
involve known and zmd unknown risks.risks,
uncertainties and
uncenainlies olher factors
and other factors that
that may cause
cause ourour actual
actual rcsults, levels of activity,
results, levels performance 0r
activity, performance or achievements
achieYements to be materially
lo be matcrially
different
different from any any futurc results, levels
future results, levels of
01' acti vity, pcrfomwncc
activity, pcrfo nnance or 0r achievcments
achievements exprcssed
expressed or implied by
or implied by these
these forward-Iooking
fonvard-looking
statements. These forward-looking statements
statements. fom'urd-looking statements are based larg.ely
arc based largely on our
our current
current expectations
expectat ions and arcare subject
subject to
t0 aa number 0fof uncertainties
uncertainties
and
and risks
risks including
including thelhe Risk
Risk Factors
Factors identified
identified in in our
our Annual OTC MarketsMarkets {iling
filing for lhc year
for thc year ending
ending Oecember
December 33 l, 1, 20 14. Actual
2014. Actual
results could
results could d iffer materially
diffLr materially from
from lhese
these fo rward-looking statements.
lbrwurd-looking statemcnts. Hatmo,·cr
Hannover House, lnc. is
House, Inc. is sometimcs
sometimes reforred
referred l0to herein
herein asas "we,"
"we."
"us,"
'us "om" and thc'
our' 'and the "Company."
'Company."
Thc
The naturc of thc
nature of the issucr's
issuer’s bus iness is
business is dri ven by
driven by the
the opcrating
operating entity, 1-lannover House,
entity, Hannover House, which is a l‘ull-scn’icc
is a full-serv ice producer
producer and
and distributor
distributor
of entertainment products
ot‘enlcrtainment products(i.e., jeat11re j i/111s jor theatrical,
(i.e., fealm‘efi/msjbr theatrical, video,
video, Ie/cvision
television and intemational distribution,
am] international distribution, and
anda publisher ofbooks).
a publisher oj'books).
1-Iannover
Hannover 1 -Iouse, !ne.
House, [nc.._, f/k/a Target [Development
lYk/a Target Oevelopment Group,
Gro up, Inc. (which was also
Inc. (which fom1crly known as
also formerly as "Mindset Interactive
lntcractive Corp. ") was
Corp.") was
registcred
registered as
as a a corporation
corporation in in Wyoming on January 29, 2009.
January 29, 2009. Truman Press, lnc., d/b/a
Press. Inc, d/b/zl ·'Hannovcr 1-Iouse'· \\'as
"Hannover House“ registercd as
was registered as a
u
corporation
corporation inin California
California on September 15, 15, 1993,
I993, and re-registcred in
and re-rcgjslcred in Arkansas effective .lune
Arkansas effective June 2008.
2008. The Ecklan
I‘chlan Corporation,
Corporation,
registered
registered on
0n March 25, 25, 1998, in lhe
I998, in State of
lhc State Texas, was the
ol'Texas, predeccssor entity
the predecessor entity to Targct Development Group,
lo Target Inc.
Group. Inc.
The Company,
Company, Hannover House,
House , Inc.,
!ne. , as
as well as Truman Prcss,
well as Inc., d/b/a
Press, Inc., d/b/u ·'Hannovcr Howe" cach
“I‘Iannovcr 1-louse'· cuch ha,·e an effective
have an etfective fiscal ycar-end
fiscal ycar-end
date of Decembcr
date of December 3 l.
3 l. ·
Neither the
Neither the 1-Iannover House,
Company, Hannover I-Iouse, Inc.,
Inc., nor the
the operating
operating entity,
entity. Truman Press,
Press, !ne.
lnc.,, d/b/a ··Hannover House"
d/b/a “Hannover l-[ouse .. have
have cver becn in
over been in
bankruptcy.
bankruptcy. To lhe best ol'management's
the best of management 's knowledge,
knowledge, no predecessor
predccessor entity
entity has
has eever
ver been
bccn in
in bankruptcy.
bankruptcy.
Effective .lanuary
Effective January 1, 20 10, Targct
l, 2010, Dc velopment Group, Inc.,
Target Development lnc., acquired ali oC
acquired all the shares
ol’ the sharcs ot‘Truman
of Truman Press,
Press, Inc..
[ne. , d/b/a
d/b/a ··Hannover 1-Iouse..
"Hannover House"
in a stock-swap agreement.
in a sloc ‘-swap agreement. The details this acquisition
details of this acquisition venture
venture are
arc descri bed in
described in detai
detaill within
wilhin lhc
the information
information statement posted on
statement posted 0n the
the
OTC Markets Disclosure
O'l'C Markets lJisclosure Statement
Statement ool'f lJeccmber
December 14, 2009.
l4, 2009.
Over the
the past
past four
four years,
years, the
the Company has has defaulted
defaulted on several
severa! loan
loan or crcdi t obligations,
0r credit but nonc
obligations, but reprcsenting aa material
none representing material event
event to
t0 thc
the
Company or or fa lling outside
falling outside of
ot' the ordinary course of
the ordinary of business.
business. As previously
pre,·iously di sclosed through
disclosed through the the Company's filingsfilings with
with the
lhe OTC
Markets, the
Markets, incurred debt
the Company had incurred rclating to
debt relating lo thc
lhc lheatrical releasing costs
theatrical releasing costs of'
01’ thc
lhc film
film "Twelve''
"T\\'elve" (debt
(debt obligations
obligations were accrued
accrued
wilh Andersons, AOL,
\xith Andersons AOL Bedrock Ventures
Ventures, 42 West. Teclmicolor,
Technicolor Tribune
[ribune 1iEnt.
nt and othcrs).
others). As o 0tf Scptember
September 3 3|1. 2014 the
the Company
Compam had had
reduced thethe cumulative
cumulaliw total of the
total ol the o utstanding debt balances
outstanding balances for tor this
[his fi lm from
111m lrom an orig inal gross
original gross otof $4.2-million
$4. Z-million (inclusive
(inclusive of
01
obligations
obligations to to the production company
the praduclion compan} // licensor),
licensor), clown
d0\\n to lcss than
l0 less $8 12,000 as
than $812,000 as of this
this reporting period. Othcr
reporting period. significan! obligations
Other signihcanl obligations
of lhe Company include
ot‘the "P&A" for
include "P&A" for the
lhe release of the
release 0f the film,
film, "I-l o unddog" (Wcinrcb
"Hounddog" loan), "P&A"
(Weinrcb loan), "P&A" for for the rclease o0ff "All's
the release Faire In
"All's Faire Love"
In Love"
(NBCal
(NBCal Loan), producer // liccnsor
Loan), producer licensor obligations
obligations lo to mlcrstar
lnterstar Releasi
Releasing,ng, Fantastic
l‘umaslic Films and Eli. 1::.1::. Smith,
Smith. al! or which are
all of arc itemized
itemized or
0r
olherwise included \n'thin
otherwise included within the
the Company's financ ials.
financials.
Pagc 12
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CERTTFICATION
CERTIFICATION
l, Eric F.
1, Eric F. Parkinson
Parkinson certify
certify that:
that:
1.
I. I have reviewed
[have thi s quarterl
reviewed this quanerly y rcport
report on
0n Fonn
Form 10-Q
IO-Q of Hannover House,
ofHannover House, !ne.;
Inc.;
2. Based
lo Based on
. 0n my
my knowledge, this report
knowledge, this rcpon <loes not contain
docs not contain any un tmc statement
any untrue statement of
ofaa material
material fact or omit
fact or omit to
to state
state a
a material fact
material fact
necessary
necessary to
to make
make the
the statements
statements made,
made, in light of
in light of the
the circumstances under which
circumstances under wh ich sucb
such statemcnts
statements were made, not misleading
made, not misleading
with
with respect
respect to
to the
the period
period covered
covered by this rcpon;
by this repo1t;
3. Based
DJ
Based on 0n my
my knowledge,
knowledge, the
the financia
financial! statements, and other
statements, and other financ ia! information
financial included in
information included in this
this repo1t,
report, fairly present in
fairly present in ali
all
material respects
maten'al the
respects the financ ia!
financial condition,
condition, results
results ofoperations
of‘operdtions and
and cash
cash flows
flows of thc
ofthc registrant
registrant as
as o f,
of, and
and for,
for, the
the peri ods
periods presentcd
presented
in thi s report;
in this report;
4.
4. The
The registrant's
registrant’s other
other ce1tifying
cenifying officer and I are
officer and I responsible for
are responsible for estab li shing and
establishing and maintain ing disclosure
maintaining disclosure con tro ls and procedures
comrols proccdures
(as
(as deíined
defined in Exchange Acl
in Exchange Act Rules l 3a-15(e) and
Rules 13a-15(e) and l15d-15(e))
5d-15 (e)) and
and inlemal
intemal control
control over
over finan cia! reporting
financial reponing (as (as defined
defined in
in
Exchange Act
Acl Rules
Rules ll3u—15(f)
3a- l 5(f) and 15d—15(f))
l 5d-1 5(f)) forlhe
fo r the registrant
registran! and
and have:
have:
(a)
(a) Designed such
such disclosure
disclosure contro ls and procedures,
controls procedures, oror caused
caused such
such disclosure
disclosure controls
controls and procedurcs to be
procedures to be designed
designed under
undcr our
our
supervision,
supervision, lo
to ensurc
ensure that
that material informalion relating
material information relating to
to the reg istra nt, includ
thc registrant, ing its
including its consolidated
consolidated subsidiarics,
subsidiaries, is
is made
know n to
known to us
us by
by others within those
others within entilics, paiticularly
those cmitics, particularly during
dun'ng the
thc periocl
period inin which this
[his report
rcpon isis bcing prepared;
being prepared;
(b)
(b) Designed such
such interna!
intemal control
control over financia! rcponing,
over financial reporting, or
or caused
caused such
such intemal
internal control
control over
over financia! repo11ing to
financial reporting lo be
be designed
designed
under our
our supervision,
supervision, to provide reasonable
lo provide reasonable assurance regarding the
assurance regarding the reliabiJi ty offinancial
reliability reporting and
of financial reponing and the
the preparat ion of
preparation of
financia! statements
financial statements fo r external purposes
forextemal purposes in
in acco rdancc with
accordance gcncrally acccpted
with generally accepted acco unting princip
accounting ies;
principles;
(e)
(c) Evaluated
Evaluated the
the effectiveness
cfl'ectiveness of the registrant’s
ofthe registrant's ddisclosuw
isclosure controls
controls and
and procedures
procedures and prcsented in
and presented this report
in this rcpo1t our
our conclusions
conclusions
about tbe effectiveness
about the effectiveness of the disclosure
ofthe disclosure contro
controlsls and proceclures,
procedures, asas of the end
ofthe end of the period
ofthc period covcred
covered byby this
this report
report bascd
based on
on
such
such evaluation;
evaluation; and
and
(d) Disclosed in
(d) Disclosed in this repo11 any
this report any change
change inin the
the registrant's
registrant’s interna!
intemal control
control over
over financia!
financial reporting
reporting, that
that occurred
occuned during
during the
the
registrant's
registrant’s most recent fisca l qua,ter (the
mos: recent fiscal quarter (the registrant’s fourth fiscal quarter in the case ofan annual repon) that has materially
registrant 's fo u,th fisca l qua,te r in the case of an annual repo1t) that has materially
aftected, or is
affected, or is reasonably likely to
reasonably likely to materia lly affect,
materially affect, the
the rcgistrant's
registrant’s interna!
internal control
control overfinancial
over financial repo1ting;
reporting; and
and
5.
5. The registrant's other ccrtify
registrant‘s other ing officer
certifying and I have
oflicer and havc disclosed,
I bascd on
disclosed, based our most
on our most rccent
rcccnt cvaluation
evaluation of
of interna!
intcmal control
control over
over
{inancial reporting, to
financial reponing, to the
the registrant's
registrant’s auditen;
auditors and the audit
and the audit committee
committee of the registrant’s
of the regislrant 's board
board of
of directors
directors (or
(or persons
pemons
pe1forming the
performing the eq ui valent fünct
equivalent ion):
function):
(a)
(a) Ali
All significant
significant deficiencies
deficiencies and
and material
material weak nesses in
weaknesses in the
the design
design or
0r operation
operation of interna! control
ofintcmal control over
over financ ia! reponing
financial repo1ti ng
which are rcasonably likely
are reasonably likely to
to adversely
adversely atfect
affect the
thc registra nt's ability
registrant’s to record,
ability to record, process,
process, summarize and
and report fin ancia!
rcpon financial
infonnation; ancl
infommtion; and
(b)
(b) Any fraud,
fraud, whetherornot
whether or nol material,
material, thal
that invo lves management
involves management orotheremployees
or other employees who have a
a signi fican! ro
significant le in
role in the
the regislranl's
registrant’s
Date:
Date: Februa1y
February 17, 2014
17,2014 Hannovcr
Hannover Housc,
House, Inc
Inc
By:
By: /s/
/s/ Eric F. Parkinson
Eric F. Parkinson
Eric F,
Eric Parkinson
F, Parkinson
Chainnan
Chairman Chief Executi ve Officer
Chiel’Execulive Officer
Page
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is the operati
is the operatingng and releasing
releasing clivision entity fo
division entity forr all
al! consumer produc ts. Bookworks,
consumer products. Boobmrks, Inc., is aa speeial
Inc.. is purpose entity
special puxpose entity cstablished
established for
for the
lhc
servicing
servicing of book and
of book publ ishi ng ventures,
and publishing \'entures, and
and more recently, used
more recently. used for
l'or Scrcen Actors Guild
Screen Actors produe tions.
Guild productions.
As of
0f 9-30-20 15 and remaining
9-30-2015 remaining true
true through
through thc
thc date of this
dale 01' [his fí ling, the
filing, Lhe Company
Company does not fo
docs not resee any
foresee probable or
any probable or existing
existing
govemmental regulations
governmental regulations as having an adversc
as having adverse or
or material impact to
material impact thc operations.
to lhc operations.
During calendar
During calendar year
year 2009
2009 (and specifically limitcd
(and specifically to acti,·ities
limited to activities lor
for Truman Press, !ne., d/b/a
Press. Inc.. ··Hanno,·er House"),
d/b/a “I’larmover 1-!ousc''), lhe
the Company
Company
invested approximately
invested $ 15,000 on activities
approximately $15,000 activities that
lhal coulcl
could bebe charactcrizcd
characterized as
as ''rcsearch
rcsearch and
and clevelopmcnt.
developmcm.‘· During
During thc
lhc calendar
calendar year
year of
of
20 1O, and undcr
2010, under thc
thc consolidated
consolidated reporting
reporting or
ol' ali
all entities, the Company
entities. the Company invested approximately $20,000
invested approximately $20,000 on projects and
0n projects and activities that
activities that
could be characterized
could bc characterized as ·research and
as 'rescarch and dcvelopmenl.‘
dcvelopment. · During the calendar
During lhc calendar year
year 0fof 20 11 and
2011 and under
under consolidaled
consolidated reporling
reporting or01' ali
all entities,
cntitics,
the Company invested
the Company invested approximately $ 166,000 on projects
approximately $166,000 projccts and
and acli vities that
activities that co
coulduld be characterized as
be characlcn'zcd as ·'rescarch
research and
and de,·elopment.
dcvelopmenl.‘·
(specifically,
(specifically, lhe production of
the production ol‘ feature
feature film
l'ilm // video
video products).
products). IJuring 20 12, thc
During. 2012. lhc Company invested invesled approximately
approximately $287, $287,]114l4 on on
production projects // R&D assignable:
production projects assignable; during
during 20 13, the
2013, Company made no
lhc Company no ncw
ne,,· investments
investments in produelion or
in production or actiYilies
activities that
that would
would be be
R&D assignable.
assignable. The eompany
company has been involved
has been involvcd in in some
sorne feature
feature film productions during
film productions during 20 14 and
20 l4 the fírsl
and the quarter 01‘
first quarter of 20
20 15,
l including
5. including
development, pre-produclion
development, pre-production and post-produclion
post-production work on 0n .."Bonobos:
Bonobos: Back to to thc (11al11re doc11drw11u),
Wild.. (nature
the Wild" .. Mother Goosc:
docudrumu), “Mother Goose:
Journey
Joumey to Utopia" (live-action
to Utopia” Jantasy adve11111re),
(live-uctionfantagv adventure), ·' Dinosaurs
“Dinosau of the
rs of the Jurassic" (D0c11111enta1y), “Shadow
Ju rassic" (Documentaljv), Vision ., (Sci-Fi
·'Shadow Vision" Tl1ril/er),
(Sci-Fi Ulriller).
"The Summoning" (Horror-Thrille,),
·T he Summoning·' (Horror—Thriller), ·'Shuck
‘Shuck and Jive" ((#me Drama) and
Jive.. (Urba11 .. Clown Town"
und “Clown (Hormr). The Company is
Town" (Horror). is also
also working
working
on structuring
on financing and
structuring financing and distribution ventures fo
distribution ventures rL
l'or hree additional
three features, “Extreme
additional features. "Extreme Operative" (actio11-udve11t11re), "Dog and
Operafü·e·· (uclion-udvmture).
Pon~· Show" (Family-.,-lnima/
Pony Show'· (Familv-.-lnimal .. ~dventure), ''"Bridge
xldenure), Brid ge T0 Redemption'' (.-ktio11-T/1
To Redemption" riller), ..”The
(kchiwI-Thriller). T hc Legend
Legend of Bclle Starr
of Belle Starr" " (Historic-
(’l'lisloric-
"
Action-Western), “True
Action-Westem). Frcshman " (Sports-Christian-Feat11re),
"True Freshman (Sports-C/1rislimI-/7ealure), "Ovcr "Over Thc The Edgc (actio11-adve11f11re), and
Edge”" (action—wIventure). and "Primate
“Primate"" (sci-ji-
(sci7/i-
crea111re:feat11re). A previously
cmumretfeulm'e). previously announced
announccd devclopment
development project,project, “Wild
"Wild Oats"
Oats“ hashas beenbcen licensed
licensed under
under aa distribution pact between
distribution pact between the the
production company
production company and The Weinstcin Company, for
Weinstcin Company. which Hannover
l‘or which l lannover IIlousc
lousc is both ercdited
is both credited and
and a prolí t participant.
a profit partieipant. Production
Produclion on on
Oats" is
·'Wild Oats'·
“Wild completed, and stars
is completed, slurs Shirley MacLaine, Demi
Shirley MacLainc, Dcmi Moore and zmd Jessica
Jessica Lange.
Langc The film film waswas directed
directed byby Andy
Andy Tennant
Tcnnzml
"
(director
(director of swdio meguhits
ofsludio megu/u‘ls "/:.'ver
“Ever .-lfter ", "Sweet llome
.~Ifler". Home .·llubamu
.vvlluhumu" ·· um]
und "Hite!,
"Hitch " -7 ali ull of whicl, surpassed
oj’which surpassed SJOO-mm
5100-1)"): in domestic USA
in domeslic Lib}!
The Company
'l‘hc
Company has
has nol incurred any
not incurred any non-negligible
non-negligible costs relating to
costs relating to compliancc
compliance wilh em·ironmental laws.
with environmental laws, whether
whclher to federal, state
10 federal. state or
or
local.
local. As
As of
0f 9-30-20 15, the
9-30-2015. the Company had 12
Company had full-time employees.
12 full-timc employees, positions
posilions were:
werc: CEO, President,
Presiden!, VP Sales,
Sales, Director of Sales,
Director ol’ Sales.
Director of
Director Promolions, Production
of Promotions. Production Manager, Bookkeeper, Film
Manager. Bookkeeper, Film Bookcr, Receptionist, Technical
Booker. Receptionist. ’I'echnical Sef\·ices, Publicity Assistant
Services, Publicity /\ssistant and
and
Warehouse Manager.
Warehouse Manager.
Page 14
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10-Q
lO-Q I hhse lüq033 120 14.htm HHSEIOQ033
hhse10q03312014.htm
l 120 14
HHSEIOQ03312014
UNITED STATES
SECUR1TIES EXCHANGE
SECURITIES AND EXC HANGE COMMISSION
Wash in gton, D.C.
Washington, D.C. 205-49
20549
FORM IO-Q
lO-Q
0F Tf!E
OF THE SECURITIES EXCHANGE ACT
ACI‘ OF 193.t
1934
For tite
the quartcl'ly pcriod cndcd:
quarterly period ended: March 31,
31, 201.t
2014
Hannovcr
Hannover Housc,
House, lnc.
lnc.
(l~xact
(Exact name of rcgis lrant as
registrant us spcci fied in
specified in its
its charter)
charter)
.
Wvomino
Wyoming ., 000-28723 91-1906973
(State
(Slate or
or Other
Other Jurisdiction
Jurisdiction (Commission (I. R.S . Employcr
(LRS, Employer
of
of lncorporation
Incorporation or
or Organization)
Organization) File
l’ilc Number) ldentification
Identification No.)
No.)
-479-751--4500
479-751-4500
(Rcgistrant ·s telcphone
(Registrant‘s telephone nwnber,
numhen including
including area
urea code)
code)
f/k/a
f/k/a "Targct Dcvclopmcnt Group, lnc."
"Target Development Inc."
Indicate by check
Indicate by check mark whether the rcgistrant
whether the registrant (1)
(1) has
has filcd
filed ali
all reports
reports required
required to
to be
he fi led by
filed by Section
Section 13
I3 or
or 15(d)
15(d) of
01‘ the
the Securities
Securities
Exchange Act
Exchange Act of
of 1934
I934 during
during the
the preceding
preceding 12
lZ months (or
(or for
l'or such
such shorter
shorter period
period that
[hut thc
thc registrant
registrant was
“us required
required to
lo file
file such reports),
reports).
and
and (2)
(2) has
has been
been subject
subject to
to such
such filing
filing requirements
requirements for
for thc
the past
pusl 90 days.
duys‘ Yes
Yes D No E
0
lndicate by
Indicate by check
check mark
mark whethcr
whether the[he registran!
registrant has
has submitted
submitted clectronica lly and posted
electronically posted on
on its
its corporate
corporate Web site.site. if
if any,
any, e\'cry
every
Interactive
Interactive Data
Data fi le required
File required lo
to be
bu submittcd
submitted and
and postcd
posted pursuanl
pursuant to Rule 405 or
lo Rule of Regulat ion S-T (§232.405
Regulation (§232.405 of of this
this chaptcr)
chapter) during
during the
the
preceding 12 months (or for such shorter
preceding 12 months (or for such shoncr periodperiod that
that thc
the registran!
registrant was
“us required
required to
l0 submit and
und post
post s uch
such files).
files). Yes D No E
0
lndicate
Indicate by
by check
check mark
mark whether
whether the
the regislrant
registrant is
is a
a large
large accelerated
uccclcmlcd filcr,
filer. an
an accelerated
accelerated fi lcr, au non-accelcrated
filer. nan-uccclcrated filcr,
filer. or a
a smaller
reporting
reporting company.
company.
Large
Large accelerated filer U
accelerated filer D Accelerated
Accelerated filer U
filer D Non-accelcratcd
Non-zlccclcralcd fi
filcr U
lcr D Smaller
Smaller reporting M
reporting company 0
lndicate
Indicate by
by check
check mark
mark whether
whether the registrant is
the registrant is a
a shcll
shell company (as
(us defincd in Rule le
defined in -Z of
2b-2 l
the Act).
oflhc Act). Yes D No E
Nu 0
T0 REGISTRANTS INVOLVED CN
APPLICABLE ONLY TO [N BANKRUPTCY
THE PRE
DURING Tf!E
PROCEEDINGS DURlNG PRECEDING
C EDING FIVE YEARS:
lndicate by check
Indicate by mark whether
check mark whether the
the registrant
registrant has
has tíle<l
filed ali
ull doc umunls and
documcnts 21nd rcporls
rcpons required
required to
l0 be
bc líled
filed by
by ScctionS
Sections 12,
12. 13
l3 or
0r 15(d)
15(d) of
01‘ the
[he
Securities
Securities Exchange
Exchange Act
Acl of
ot‘ 1934
I934 subsequent
subsequent tolo the
the distribution
distribution of securitics under aa plan
ol'securilics plan confirmed
confirmed by by a
a court.
court. Yes DD No 0M
APPLICA BLE ONLY TO CORPORATE ISSUERS
APPLICABLE
lndicate
Indicate lhe
the number
number of shares outstanding
ofsharcs outstanding of
of each
each of
of the
the issuur·s
issuer‘s classcs
classes or
of common stock,
stock. as
us o
0ff the
[he latest
lalcsl practicable
practicable date.
dulcv
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H.
HA The company <loes nol necd
docs not nccd any
any govemmenl
government appro\'als
approvals of principal products
ot‘principal producls or
0r services.
services.
The naturc
nature and extent
cxtent of thc
the issucr's
issuer’s facilities include aa primal}·
facilities include primary oflice
office and warehouse
warehouse combo unit
unit (under
(under lease
lease from Elder
from Elder
Properties, Springdale,
Propenies. Springdalc, A R), compri
AR). sing approximate
comprising approximately ly 6,000
6,000 square
square feet.
teet.
Itcm 3 QuantitatiYe
Item Quantitative and Qualitative Disclosurcs About Market
Qualitative Disclosures Markct Risk
Risk
lnvestmenl in
Investment in the Company's Stock bears
bears similar
similar risks
risks as
as mav
may ex isl wi
exist th other
with other stocks trading on the
stocks trading the OTC Markets board. The
Markets board. The trading
trading
price l'or
price for Company‘s
Company's Stock Shares
Shares cam
can vary
vary significantly
significantly based
base<l upon
upon aa varicty
variety o!'
01' fac tors unrel;ted
factors unrelated ~
to lhe Company's actual value
lo the: value or revenue
re,·enue achievements.
achicvements. On anam acc rual basis~
accrual basis, thc
the Company is is generating profíls each
generating profits each
quarter, with regular DVD and
quarter, Blu-Ray product
21nd BIu-Ray product sales
sales supplemented
supplemcnted with with long-te1rn reccivables for
long—tenn receivables for Subscription
Subscription Video-On-Demand
Video-On-Dcmand
and
and lelevision
'l‘clevision sales. Howe\·er, on ua cash-flow
sales. H0\\'evcr. basis, thc
cash-fio“ basis. the Company's cash rcsources are
cash rcsourccs arc oflen
often straincd
strained by immediate and long-lenn
immediate and
b_\' long-term debt
debt
obligations. Sorne invcstors
obligations. Some shareholders ha,·c
investors and shareholders have cxprcssed
cxprcsscd discomfo
discomfort rt with
with thc pcrsislently tight
lhc Company's persistently light cash position, which
cash position, which hashas
been the
been res ult of balancing
the result balancing ongoing opcrational needs with debt management
operational needs managcment and new re lease activi
release ties againsl
activities product cash
against product cash 11ows.
flows.
Conversely,
Conversely, many shareho lders have
shareholders have also
also cxprcssed
expressed resistancc
resistance to to the
the concept
concept o!'
01' issuing
issuing equity shares undcr
equity shares under "dcbt
"debt com·crsion"
conversion"
structures,
structures, which would relieverelieve much of the the cash- ílow burdens bul
cush-flow but would rcsull
rcsull in
in a dilution 01'
a dilution of shareho lder equi
shareholder ty. Accordingly,
equity. Accord ingly,
managemenl
management has has worked t0 to tínd the best
find the best balance
balance or ol' maximizing shareholder
sharcholdcr value
rnlue and rctum, while
and rclum, while minimizing
minimizing equity
equity d ilution
dilution
activities. lhere can be
activities. 'l'here be no assurance (hutthat ongoing cash
cash flow
ílow from product
product sales
sales will, by itself,
will, by itsclf, bc
be ssufficient
urfícienl to meet lhe
t0 meet the Company's
combined operational,
operational, debt-management
dcbI-munagcmenl and growth neecls. needs. To addrcss
address lhcthe Company's cash position, management has
cash position. has initiated an
initiated 2m
agreement with with an Accounts Receivablc-bascd h.:ndcr, lo
Receivablc-bascd Icndcr. lo acceleratc
accelerate cash
cash flow
flow from current product sales
current product sales and lhus
thus facilitatc faste r
facilitate faster
growth into
into new areas (suc/1 us
areas (such us the
the Compuny's
Company’s "”II O LJiviz.com " streaming
'()l)wiz.com" srrewning vent11re), as wcll
venture), as well as
as to providc working
lo provide working capital
capital toto enable lhe
enable thc
Company's Film Film and Television
Television Rights
Rights Library
Libra!}' to be more eefficiently
to bc lTicicntly exploited.
exploited.
While there
there are material threats
art: no material threats at present
zll present to the Company's ongoing viability,
lo the ,·iability, there
there can be no assurance that
czm bc that the
the majority of long-
majority ol’ Iong~
tcrm
term creditors will continue
creditors will continue t0 lo comply
comply with with debt
debt rcduction
reduction undand installmenl payment agrcemenls.
installment payment agreements. And while while thethe Company continues
continues to
lo
limes
limes when compared lo the industry
to lhc average.
industry average.
information required
information required to be disclosed
lo be disclosed byby aa company
company inin the rcports that
the reports [hat it
i1 files or submits under the
files or the Exchange Act isis recorded,
recorded, processed,
procgsscc'l,
summarized and
summarized and reported within required
reported within requircd time periods specified
lime periods spec ifíed in
in Lhc
lhc SECs rules and forms,
SIEC‘S rules forms, and thatthat such info rmation
such informal-wn is
ls
allow timely
allow timely decisions regarding required
decisions regarding requircd disclos urc.
disclosure.
As
As of
of Seplembcr
September 30,
30, 20 15, the
2015, the cnd
end of thc period
of the pcriod covered
covered b)by this
thi s report,
re¡x>rt, thc
Ihc Company carried
carried out
out an evaluation
e\'alualion undcr
under the
the s upervision
supervision
and wilh lhe participalion of o ur Chief
and \Vilh tho participation of uur Chief Execuli\·c
Executive Officer
()fficcr and
and Presiden!
President of the
ol‘ the effectivencss
effectiveness o
ofr our disclosure controls
controls and
and proccdures.
procedures
Our Chief Executive
Our Chief Execulive OtTiccr and Chicf
Officer and Financia! O
Chief Financial rtíccr him:
(Jl‘ficcr havc concluded
concludcd that that s uch controls
such controls and procedures
procedurcs continued
continued lo be cffeclive
lo be as
effective us
of
of Septembcr 30, 2015 .
September 30. .
Page l6
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Item -'T.
4T. Controls ami
and Procedures
Changes
Changes. in in Interna! Control over
lntcmal Control over Financia!
Financial Re¡>ortino
Reporting
. . ~
As required
As requ1red byby Rule l 3a- l 5(d) _o
Rule_I3u-IS(d) t~the Exchange Act,
ol‘ [he Exchange
Act, thc
[11c Company, undcr lhc
Company. under the supcffi sion and
supervision and with thc participation
with thc participation or0f the
the Company
Compamk 's
managem~nt_,
management, mcludmg
including the Ch1el Executive
the Chief ~xecu~1ve Offtc_e r and Chief Financial
Ofl'lccr Finan_c ial O fficer, aalso
Oll‘icer, lso evaluated
evaluated whethe
whetherr any changes occurred
anv changes to lhe
occurred to ihe
Company’s
Company s _m temal conlr?l
inlemal control ove'..
over fmanc1al reportmg during.
financial reporting. dunng the pcn od covered
the period covered by by lhis
this repon
report that
that have
have ma terially affected,
rhateriallv or are
afl‘ecled. 0r are
reasonably hkely
Leasgmbly to materially
likely to matenally affect.
affect, such control.
control. Based on that evalua
0n thul tion, there
evaluation. there has bccn no
has bccn such change
n0 such change during lhe period
during {11c period co\·ered
covered
ytlhissreporl.
by report. ~
Item l.
Item Legal
l. Legal Procecdings.
Proceedings. As of
01' Scptember
September 30. 20 l 5, thc
30. 2015. thc Companv
Company. was invo lvcd in
involved the following
in the following leoal mallers fo
matters forr which
which ongoing
ongoino
. . . ... . ._ legal
e .... e:
court act1v1t1es // lilmgs
court acllvmcs or ac!judicated
filmgs 0r status were sstill
adjudicated status till pending:
pcnding:
Florida
Florida Courts judgement issued issued during Q3, 20 l 5. Thc
Q3, 2015‘ The Company noted noted that thc court
that lhc líl ings from the
court filings thc attomcys
attomcys forfor TCA containcd
contained
severa!
several demonslrably erroneous statemenls,
demonstrably erroneous including lhc
statements, including the \\Tong balances due
wrong balances duc to
lo T CA, and
'I'CA, and misstatements
misstatements that
that TCA had had been
been unable
unable toto
secure payment via
secure payment “debt conversion'·
via ·'ctebt conversion" lransac tions (which
transactions (which had hccnbcen occurring
occurring regularly
regularly throug.hout
throughout the thc prior
prior year).
year). Ralher
Rather lhan
than spe nd
spend
significant legal lees
significan! legal fees to
l0 rebut and contcst the statement
contest the statement crrors,
errors, Company decided instead instead t0
to pay
pay off
off the
Lhe proper
propcr balance,
balance, inin ordcr to enjoy
order lo enj oy
the benefits
lhe benelíts of
of thc
the releasc
release or the UCC Sccurity
ol' the lntcrest and Ihc
Security Inlcresl thc retum
return of thc lO-million
0f thc 10-million ·'collateral'"
"collateral" sharcs
shares of Company‘s
Company's stock
stock lhat
that
were issued to TCA back
issued lo back inin May of 20 13. As of
2013. the date
01‘ the date of
01‘ th is fífiling.
this ling, thc balance dueto
thc balance due t0 TCA has been
'I'CA has becn reduced to to approximatcly
approximately
$6 1,000, and
$61,000, is expected
and is expected to lo be pa id in
bc paid in fu ll during
full during lhc thc month of Dcccmber.
0f December.
J).
g). STANDARD REGISTRAR — - The Company has has engaged George B. B. Morton, Esq,
Esq., to pursue an action
lo pursue action t0
to collect back from
collect back
Standard
Standard Registrar
Registrar anan issuance or approximately
issuance 01' approximately 9.8-mm sharesshares that
that werc rcleascd by
wcrc released by Standard lolo Blackbridge
Blackbridgc Capital
Capital in
in mid-
below the
below thc jurisdiction
jurisdiction under
under Federal
Federal Court rules: accordingly,
Court rules; accordingly, thelhc original plan Io
original plan to file
file in Federal Court in
in US Federal Cali fornia has
in Calilbmiu has bccn
been
modified
modified toto [íleas
file as a
a c ivil court
civil action in
court action Arkansas.
in Arkansas.
A related
related action to pursue
action t0 pursue charges
charges l'or
for the criminality or
lhc criminality thc actions
01‘ lhc act ions taken by
by lhcse mani pulators is
these manipulators is also
also being
bcing prepared
prepared for
for lhis samc
this samc
court
court venue.
venue.
_5).
5). HANNOVER HOUSE VS.
HANNOVER VS. JSJ INVESTMEISTS -— Company
JSJ INVESTMENTS offered lo
Company offered to pay
pay JSJ lnvestments in
.ISJ Investments in CASI—l
C/\SH lbr for aa convertible
convertible note,
note,
based upon
based upon the clear languag.e
the clear language in
in the note which stated
[he note slated lhe legal interesl
[he legal rate of l17%
interest rate 7% plus
plus the
lhe principal. .IS.I refused
principal. JSJ refused lot0 accept the cash
accept the cash
and demandcd to
and demanded to ·'converC the oblig.ation
“convert" Ihc into freely
obligation into freely trading
trading shares
shares at
at a greater than
a greater than fifty -percent discount
fifly-perccnt disco unl to
t0 current
current market pricing. Itlt
market pricing.
is
is Company"s position that
Company‘s position that the
the note
nolc clearly has au pmcedure
clearly has procedure for for the
the payment of 01' the principal and interesl
lhc principal interest in
in cash,
cash, and that U1e
that the
''conversion·' option on
"conversion" option onlyly appl ied
applied in
in thc
thc event
event o f
01‘ a
a default
default on the
the note
note.. Thc
‘l'hc represcntali\·e
representative for
l'or .JSJ
.ISJ communicated lhat
[hut it
it is lheir
is their position
position
that
[hat lhey
they are
are enlitled lo massively
untitled lo massively ddiscounted
iscounted shares,
shares, andand thal
[hut the
the cash payment
paymcnt language was merc ly au fonnality,
merely and never
formality, and never an actual
an actual
option.
option. Company"s response to
Company‘s response lhat position
l0 [hut position is
is lo
to lcl
let Ihc
the court
coun decide
dccidc whal
what isis legal
legal under the the law,
law, recognizing
recognizing the the usury rate caps
usury rate caps for
for
Pag.e l7
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[tem l1A.
[tcm A. Risk
Rislc Factors
Factors
Other than
()thcr than as
as set forth in
set forth in this
thi s FORM llO-Q
0-Q filing,
li ling, thcre
lhcrc are
arc no specific
spec ific risk
risk lactors
factors relating to the
relating to the Company's securities
sccurities that
that are not
are n01
universally
universally appl icable to
applicable l0 o ther equities
other trading on thc
equities trading lhc OTC( Markcts.
)TC Markets.
Jtem 2. Unregistered
Item 2. Unregistered Sales
Sales of
of Equity
Equity Sccurities
Securities ami Use of
and Usc of Procecds.
Proceeds.
Not applicable
Not applicable to Issuer.
to Issuer.
Item
Item 3.
3. Defaults
Defaults Upon Senior
Senior St-curities
Securities
Not applicable
Nol to lssuer,
applicable to Issuer. although
although ua previously
prcviously acti ve cred
active it arrangement
credit with TCA
arrangement with Globa l Master
’I'CA Global Master 1-'und has ssince
Fund has ince been
been terminated
terminated by
by
mutual consent.
mutual consent.
ltcm
ltem .t Submission o0ff Mattcrs
4. Matters to
to a Vote of
a Vote of Sec u rity Holders.
Security Holders.
Not applicable
N0! applicable to
to lssuer.
Issuer.
ltem
Item 5. Other Information.
5. Information.
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ltem
Item 11
ll (A-1
(A-l through A—6) -— T
throug.h /1..-f>) hc name of
The of thc
the Chicf
Chief ExccutiYc
Executive Officcr, mcmbers of
Officer, members of the of dirccto rs, as
the board ofdirectors, as well
well as
as
control pe
control rsons are
persons arc::
a) Eric Filson
a)Eric Filson Parkinson,
Parkinson, ChieChieff Executive
Executive Officer
Otficcr and 11nd membcr
member of of the
the board;
board; business
business address for Mr.
address for Parkinson is:
MI. Parkinson is:
1428 Chester
Che~ter St. Springda le, AR 72764.
SL,, Springdale, 72764. AtAl aallli times
times during th~ prior
during lhc prior !ive years, Mr.
I'm: years, Mr. Parkinson
Parkinson hashas been
been emploved
employed
as
as the CEO.
the C. E.O. of0f Truman Press,
Press, lnc.,
lnc ., d/b/a ··Hannover House."
d/b/a “I‘Iannover House. During
Dunng 2014,
2014, Mr.Mr. Parkinson
Parkmson had bcen earning:
had been earrung an
an
accrued
accrued sa lary of
salary ninety-thousand dollars
of nincty-lhousund (USO $90,000)
dollars (USD $90,000) pcr
per year,
year, for
for which
which thethe vast
vast majori
majorityty has been, and
has been, and
continues to defcrred and accrucd.
l0 be deferred accrued. The salary that Parkinson is
salary that is aecruing during calendar
accruing during calendar year
year 20 15 has
2015 has bccn
been
adj usted buck
adjusted back to to its
its previous
previous level
leve! ofol‘ one-hundred-eighty-thousand
onc—hundred-eighly—thousand dollars dollars (US!J
(USI) $ 180,000) per
$180,000) per year.
year. As 01‘
of
Oecember 33 l,
December 1, 201
20 I44 and continuing
continuing to this date,
lo this dale, Mr. Parkinson beneficially
Mr. Parkinson beneficially owned 43, 14 1,649 shares
43.141649 shares of Class A
of Class
cornmon stock in
common stock in the
the Company,
Company, an<l 1,800,000 shares
and 1,800,000 shares of Series A Preferred
0f Series Preferred Stock.
Stock. Mr.
Mr. Parkinson
Parkinson has voluntarily
has voluntarily
surrendercd back into
surrendered back trcas ury aa 10ml
into company treasury tota l of0f 3 1,800,000 shares
3 1,800,000 of stock,
shares 01‘ stock, to be held
lo be hcld pending
pending sa tisfaction of
satisfaction ol'
corporate
corporate and sa les achievements,
sales achievements, and subsequcntly delaycd for
subsequently delayed review until
for review until .January,
January, 20 16. Parkinson has
16. Parkinson has no olher
other
Board memberships
Board memberships 0r or a!li liations other
affiliations other than
than volunteer, non-profit associations.
volunteer. non-profil assoc iations.
b) l)on l-‘rcderick
b)l)on h ederick She fte , President
Sheftc, Presiden! and membcr of
zmd member the board:
01‘ the board: business
business address for Mr.
address for Mr. She!le
Shet‘te is:
is: 3741 N.N. Old Wire
Road, Faycllm'ille, AR 72703. At
Road, Faycttcville, At aullli times
limes sincc
since November,
November. 2006,2006, Mr.Mr. Shcfte has been
Shcl'tc has becn cmployed
employed as lhe President
as the Presiden!
of
ol‘ Truman Press,
Press, !ne., d/b/a “Hannover
Inc., d/b/a "Hannover Housc''
House" as us well
well as a part-timc,
as a part-time , adj unct professor
adj unct profcssor of Business at the Sam
a1 the Sum
Walton School
Walton School ot‘Busincss
of Business al at the University of
thc University Arkansas. Prior
01‘ Arkansas. Prior Lo
to joining
joini ng Truman Press,Press, Inc.
[ne. (in November, 2006),
(in November, 2006).
Sheftc was the
Sheflc [he Senior
Senior ViceVice Presiden!
President and Senior Senior Trust
Trust Officcr
Officer alat the
the Bank of Fayelte\'illc . During 20 l4,
ot'f’ayellevillc. 14, Mr.
Mr. Shefte
Shcl'lc
has
has an accrued salary
an accrued salary 0f of nincly-lhousand
ninety-thousand dollars (USO $90,000)
dollars (USD $90,000) per per year,
year. fo
forr which
which the lhc \'ast
vast majority
majorin hashas been.
bcen,
and conti nues to
and continues be dcl‘crred
t0 be dc fc rred and
and accrued.
accrued The salary Lhat Shefte
salary that Shcflc is is accruing
accruing during
during calendar
calendar yearyear 20
201515 has becn
has bccn
adjusted back to
adjusted back to its
its previous
pre vio us lcvcl
leve! of one-hundred-eighty-tho usand dollars
ol‘ onc—lwndrcd-cighly-th0usand dollars (US!J $180,000) per
(USl) $180,000) per year.
year. As or 01'
December 331, 1, 20
201414 andand continuing
continuing lo to this
thi s date,
dale, Mr.
Mr. Shcf'te benefic ially owns 31,487,546
Shcfle beneficially 31 ,487,546 shares
shares of Class A
of Class
cornmon
common sstock
tock inin the Company, and 1,200,000
the Company, 1,200,000 shares
shares 01' Series A Preferred
of Series Prefcrred Stock.
Stock. Shefte has no other
Shcfte has other Board
memberships of
memberships of aaffiliations
fli liations other than volunteer,
other than nonprofit assoc
voluntecr, nonprofit iations. Shefte has voluntarily
associations. voluntarily surrendered back back
into company treasury
into treasury totaltotal of Smillion
5mill ion shares
shares 01'of stock,
stock, to held pending
to be held pcnding satisfactio
satisfaction n of corporate govemancc
govemance
achievemenls.
achievements.
c)Tom Sims,
CHOm Sims, currently employed as
currently employed Vice Presiden!
as Vicc President of
of Sales for Hanno\'er
Sales for l’lannover House, Inc..
lnc., and I::xecutivc
Executive Vice President
Presiden!
of Meda
0f Ilion Releasing,
Medallion Releasing, lnc. , has
Inc.. has agreed
agreed to join the
lo join the Board of Directors for
01' Directors Hanno ver House,
for Hannover House, !ne., effective upon
Inc.._ effective
the
the Company
Company‘s 's ful!
full registration
renistration and acceptancc
acceptancc as us a fu lly-reporting lssuer
a fully-reporting Issuer with
with thethe Securitics
Securities and Exchange
Cornmi ssion and
Commission and the
thc c lTective date
cfi'cclive dmc upon which
which Sims
Sims isis addcd
added as as an additiona lly named, covered party
additionally party of the
the
Officers
Otficers and
21nd Director's
Director's Liability lnsurance. As or
Liability Insurance. June 30.
01' June 30, 20 15, Sim
2015, Simss received
rcceived aa firsl-year
fi rst-year bonus
bonus 0f of one -mill ion
one-million
1,000,000) shares
((1,000,000) shares of
ol‘ Cornmon
Common Stock.
Stock. Under lhc
the terms
terms of his cmploymenl
ol‘ his employment as us Vice Presiden!
President o off Sales,
Sales, Sims is also
is also
entitled
entitled to
lo receive an additional
receive an onc-million ((|,0()0.000)
additional onc-million 1,000,000) shares
shares foforr each $ l 0-million in
$lO-million gross revenue generated by
in gross by
the
the Company in in any
any given calendar
calendar year
year under bis sales
under his sales managemenL
management.
B.
B. Legal // Disciplinary
Legal Disciplinary Histo ry. Neither
History. Ncithcr o!'
of the board of
the board of d irectors mem
directors bers has
members been involved
has been involved in in any
any fo rm
l'om1
of
of criminal
criminal conv1ction
conviction or proceeding or
or proceeding. or named asas aa defendant
defendant inin aa pending
pending criminal proceed ing: neither
criminal proceeding; neither director
director has
has
been suspended,
been \·acated or
suspended. vacated or olherwis
othem‘isce barrcd
ba rred from
from any in\'Olvcmcnt in
any involvement in securities,
securities, commodities
commodities or banking activitics;
or banking activities;
nei lher ddirector
neither irector has
has becn
been alfected
ull‘ccted by a
a finding
!inding or
b_\' or judgment by by aa court
court of01' compelen! jurisd iction, the
competent jurisdiction, the Securities
Securities and
21nd
Exchange Commission,
Exchange Commission, the thc Cornmodity
Commodity Futures
Futures Tradc
‘l'rudc Co mmission or
Commission or aa state
stale securities regulator of
securities regulator a Violation
ol‘ a vio lation of
federal
federal or state securities
0r stale securities oror commodities laws;
laws; neither
neither ddirector
irector hashas rcceived
received anun order by by aa self-regulalory
self-regulatory
organization that
organization permancntly or
that pemmncnlly or temporarily
temporari ly bars
bars or limits such person‘s
or limits person ·s involvement
invo lvement inin sccurities aclivilies.
securities activities.
Page 19
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Housc, Inc.
Hannover House, lnc.
Table of Contcnts
Table ofContcnts
Consolidated Statements
Statcments of lncome and Rctaine<l
0f Income Retained Eamings
Earnings 5
Consolidatcd
Consolidated Genera
Generall and Administrati ve Expenses
Administrative bpenses 6
in Share Structure
Change in Structure // Shareholders‘
Shareholders · Equity
Equity 9
ITEM 3.
ITEM 3. QUANTITATIVE AND
QUANTITATIVE ANO QUAL DISCLOSURES ABOUT MARKET RJSK
ITATIVE DISCLOSLJRES
QUALI'I‘A’I‘IVE RISK 14
ITEM 4.
4. CONTROLS PROCEOURES
C()NTR( )LS AND PROCEDURES 15
ITEM
ITEM l.l . LEGAL PROCEEIMNGS
PROCEEOlNGS 15
ITEM
ITEM lA
IA. RJSK FAC'I'ORS
RISK f ACTORS 15
ITEM2.
ITEM 2. UNREG ISTEREO SALES OF
UNREGISTERED 0F EQUITY SECURlTIES AND USE OF
SECURITIES ANO PROCEEOS
OF PROCEEDS 16
3.
ITEM 3. DEFAULTS UPON SENIOR
OEFAULTS SENIOR SECURITIES 16
ffl:M 4.
ITEM 4. SUBMLSSlON O
SUBMISSION OFF MATTl::RS A VOTE
M/KH'ERS TO/\ ’l'(')
SECURITYY HOLDERS
VOTE 0()l"1-" Sl:CURIT HOL LJl:RS 16
ITEM5
ITEM 5.. OTHER INFORMATIUN
OTHER lNFORM ATION 16
1TEM6.
ITEM 6. EXHI BITS
EXHIBITS 16
SL
GNATU Rl:S
SIGNATURES 17
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vi).
vi). Company hopeshopes to
to complete instal lment payment plans
installment plans in
in Dcccmbcr
December for
for se\"eral
several key
key creditors, including the
creditors, including Anderson·s r·Tweh·e
Lhc Anderson's ("Twelve
P&A Loan ..), Michael
Loan"). Michael Weinreb ("I‘qunddog P&A Loan"),
Weinreb C-Hounddog Loan··), Second Star
Smr ln\'CStments
Investments ("Twel vc P&A Loan"),
(“Twelve Loan.. ), Bedrock
Bedrock Ventures
Ventures
("'Twel\"e
(“Twelve Acquisition Loan'"), E.E.
Acquisition Loan"), Eli Smith ("Boardingho use Stew'·)
(“Boardinghouse Slew”) and [nlcrstar
lnterstar Releasing (“Dmm of
Releasing (""Dawn of the Li,·ing Dead" dispute).
the Living dispulu)‘
Management believes
believes that the slronger
that the stronger cash ílow
flow bcing
being gcnerated
generated from current
current enhanccd
enhanced thca trical and home video
theatrical video releasing
releasing activities
activities
can be utilized
can be utilized to reduce or
lo reduce or retire the debt
retire lhc burden from
debt burden from thcse
these key
key creditors
creditors - ali
all of
r
of which
which havc
huvc demonstrated patience for
demonstrated patience for severa! years
several years
while the Company has
while the has grown.
grown.
ltcm 6. Ex.hibits
Item 6. Exhibits
Examples of theatrical
theatrical one-shcet poster arts
one-shccl poster fo r recent,
arts for rccan current
current and upcoming theatrical
theatrical releases
releases from Company.
Pagc 22|1
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0q0930201 5‘htm
SIGNATURES
Pursuant to
Pursuant to the requiremcms or
the requirements the Securities
01' the Securities Exchang.e
Ijxchange Act of 1934,
Act ol‘ 1934. the
the registrant has duly
registrant has duly caused this report
caused this m be
report to be signed
signed on
on its
its
behalf
behalf by
by thc
the undersigned,
undersigned, Lhereunto
[hereunto duly
duly authorized.
authorized.
Page 22
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CERT!FlCAT!ON
CERTIFICA’I‘ION
l, cric
l, Eric F. Parkinson ccrtily
1‘2certify that:
that:
l.
l. I have
have reviewed this
I thi s quarterly report on Form 10-Q
quarterly report lO-Q of
01‘ Hannovcr
Hannover [-louse,
House, !ne.;
Ines.
2. Based on my knowledge,
l9
thi s report
knowledge. this report does
<loes not
nol contain any
any untrue
untrue statement
statement of
0f a
u material
material fac
factt or
or omit
omit to
lo state
slate a
a material
material fact
fact
necessary
necessary to
Io make thethe state ments made, in
statements in light of the
light 0f the circumstances
circumstances undcr
undcr which such
such statements
statements werc
wen: made, not mi
made, not sleading
misleading
with
with respect
respect to
lo thc period covcrcd
lhc period covered byby this
this report
report:
3. Based on my k.nowledge,
ua
. the financia!
knowledge, Ihc financial statements,
statements, and other
other tinancial
financial infonnation
information includcd in this
included in [his report, fairly prescnt
report, fairly present in
in ali
all
material respects
material respects the
lhe financia!
financial condit ion, results
condition, results of operations
operations and cash ílows
flows of
ol‘ the
Ihe registrant
registrant as 01‘, and for,
as o[, for. thc
the periods
periods prcsented
presented
in
in this report;
this report
4.
4. The registrant's
registrant's other
other certif-ying oofficer
certifying nicer and l are rcsponsiblc for
arc responsible
I fur establishing
establishing and maintaining
maintaining d isclosure controls
disclosure controls and procedures
procedures
(as
(as defined
defined inin Exchange Act RulesRules 13a- 15(c) and
l3u—l5w) und 15d-15(e))
lSd-lStc‘n and internal
interna[ control
control over
over financia[
financial report ing (as
reporting (as defmed
defined in
in Exchange
Exchange
Act
Act Rules 3a- l 5(f) and l15d-15m)
Rules l133-150) 5d- l 5(1)) for
for thc
(he rcgistrant
registrant and have:
havc:
(a)
(a) Ocsigned
Designed such
such disclosure
disclosure contro
controlsls and procedurcs,
procedures. or0r causcd
caused such disc losure controls
disclosure controls and procedures toto be designed under
under our
supervision,
supervision, to
t0 ens ure that
ensure material infonnation
that material infommlion rclaling
relating to
t0 thc
lhc rcgistrant,
registrant, inc luding its
including its consolidated
consolidated subsidiaries,
subsidiaries. is madc kn0\\11
is made known
to
In us by others
us by others within
m'lhin those
those entities,
entities, particularly
particularly during
during the
the pcriod in which this
period in report is
this repon is bcing
being prcpared;
prepared:
(e) Eva
(c) luated the
Evaluated the effectiveness
effectiveness of
0f thc rcgistrant 's disclosure
lhc registrant's disclosure conlro ls and procedures
controls proccdures and prcsented in this
presented in this rcport
report our conclusions
conclusions
about
about the etfectiveness of
the effectiveness 0f the
the disclosure
disclosure controls
controls and procedun:s,
procedurusV as
us of the cnd of the
the end period co\·cred
Ihc period covered byby this report based
this report bascd on such
0n such
cvaluation;
evaluation; and
(d)
(d) Disc losed in
Disclosed in this
this report
report any change in
any change in thc
lhc rcgistrant's interna! control
rugistmnl‘s inlcmul control ovcr
over fmancial
financial reporting
reporting that
[hut occurred dur ing the
during the
registrant's most rcccnt
registrant‘s most fiscal quarter
recent fiscal quarter (the rcgistrant·s fo
(the registrant‘s urth fiscal
fourth ti scal quarter
quarter in
in the
lhc case
case o
0ft" an
un annual report) that
annual rcpom that has
has materially
materially
affected,
afl'ecled_ or
or is
is reasonably
reasonably li.kely
likely to materially auchcl,
lo mzncrially trcct, the registrant's interna!
the registrant's inlemul control
control oYer
over financia[
financial reporting:
reporting: and
5.
5. The
Thc rcgistrant's
registrant‘s other
other certify ing. onicer
ccnifying officer and I ham:
Ihave disc losed, based
disclosed, bascd on our most reccm
rcccnt evaluation
evaluation ot'
ol‘ interna!
imcmul control
control over financia!
financial
reporting,
reporting, to thc registrant‘s
to thc rcgistrant's auditors
auditors and the audit
and thc uudil committcc
committee ot· the reg.istrant's
of Lhe board or
registrant's board of directors
directors (or
(or persons perfonning the
persons performing the
equivalent function):
equivalent function):
interna! control
inlcmal control over financia!
financial rcporting.
rcponing.
Date:
Date: November 15,
15. 20 l5
2015 Hannoverr Housc,
Hannovc House, Inc
lnc
By: /s/
By: P. Parkinson
Eric Ii
/s/ Eric Parkinson
Eric F.
Eric F. Parkinson
Parkinson
Chuinnun Chief
Chainnan Chief becuti vc O
Executive fficer
(1)1‘ficcr
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EXHIBITS
liXI ”BITS
“KEY ART“
EXAMPLE "KEY ART" POSTER IMAGES FOR
q~7muLu HLCL‘L‘ m
55m: mm u:
m. w.-
(0:1 “(v.1 n um
AmDARK
ENNQ.
HANNOVER
n THE lEAflEH IN UUAUTY |NHEPENHENI HlM
HOUSE
Pagc 24
l’ugc
FORM 10-Q
FORMlO-Q
For thc
the thne-month
three-Inonth period ended: September
period ended: Sqtember 30, 2016
30, 2016
Wyoming
Wyonfing 000-28723
000-28713 91-1906973
914906973
(Statc
(Sm: oror Othcr
Other Jurisdiction
Jurisdicfion (Commission
(Commission (I.R.S.
(IRS. Employer
Emloyur
oflncorporation
of Inooxpomfion or Organimfion)
Orga:nization) File Numbcr)
Filc Number) ldcntification No.)
Idcnfificnfion No.)
479-751-4500
479-751-4500
(Registrant's tclcphone number,
(Regisuam's mlcphonc including a.rea
number, including area code)
code)
Indicatc by check
Indicate by m
check mark wbether
whaher the
Exchange Act of 1934 during tbc
ExchangeActof1934duling
the rcgistrant
rcy‘mnut (1)
preccding 12
flmpmocding
(1) has
12 montbs
filed all
has füed all reports
repom required to bc
requimd to filed by
be filed by Section
Seefion 13
13 or
months (at&tsuchshmterpuiodthatthemg'mmwaarcqlfimdmfilemch
ox IS(d)
15(d) ofthe
ofthe Securities
Securities
(or for such shorter pcriod tbat tbe registraot was required to file sucb
repom),
repom), and
and (2)
(2) has been subject
has been subject to
to such
such filing
filing requirements
mquimmenm for thc past
for the past 90 days.
days. Yes O D No li1IE
Indicate by check mark whetbcr the registrant has submitted electronica11y
Indicnebycheckmnfiwheflxctthereg'mmthassubnfined and posted on its corporat.e Web s'tgifany,
demonicallymdpostedonitscorpmamWeb site, if any, cvery
cva-y
Interactive Data
Interactive Dam File
File required
required to
to be and posled
submitted and
be submincd posted putsuant m Rule 405
pursuant to Regulation S-T
405 of Regulation S—T (§232.405
(§232.405 of this chapter)
of tbis chapter)
during tbe preccding 12 months
duringtheprecedinglz (or for sucb shortcr period tbat tbc registrant was required to rubmit and post such
mondm(orfnrsuchshoflerpaiodmatmemg'suammmq1dmdmsubmitandpostsuch
files).
filu). Yes O
Yes D No li1I E
Indicate by check marlc whcther tbc registrant is a large a.ccclcratcd
Indicmbycheckmrkwhemermcmgisumisahrgc filer, an
nooelaatcdfila, acccleratcd filer, aanon-accclaamdfilu’,
anacocla-amdfila, non-acceleratcd filer, or a smaller
onsmaller
spotting company.
reporting company.
Largc
Large acceleratcd
accelerated filer D
filcr O Accelerated
Accelerated filcr
filer OD Nonsaccalmmd filer
Non-accelerated D
filu' O Smallcr
Smaller reporting company li1I
tcpmu'ng company
Jndicatc
Indicate by
by check
check mark whetber
whether the mgismt is
the rcgistrant is a
a sbcll
shell company (as
(as dcfined in Rule 121>-2
defined in 1213-2 oftbe
affine Act).
Act). Ya O
Yes D E
No li1I
APPUCABLE ONLY TO
APPLICABLE T0 REGISTRANTS
REGISTRAN‘I‘S INVOLVED IN BANKRUPTCY m
DURING THE PRECEDING FIVE YEARS:
PROCEEDINGS DURJNG
Indicate by
Indicate by check
check mark whether tbe registrant
whetha the registrant has flled all
has filed all documents and rcports
reports rcquired
required to filed by
to be filed by Sections
Secn'ons 12,
12, 13
l3 or
or 15(d)
15(d)
of
of thc
the Securities
Securities Exchange
Exchange Act
Act of 1934 subsequent m
1934 subsequent tho distnlmtion
to thc dism‘bufion of securities
securities undcr
under aa plan
plan confirmcd
confirmed by by aa
court.
court. Yes D No li1I E
T0 CORPORATE ISSUERS
APPLICABLE ONLY TO
Inficate tbe
lndicatc number of
the numba shares outstanding
ofsharea oumanding of eacb oftbe
ofeach issum": clesses
ofthc issuer's classes ofoommon mock, u
of common stock, lam practicable
as ofthe latest pmnu'cable date.
dam.
ORIGIN -- 1005
Toe
The Company's
Company’s stock
stock is
is tradcd
undcd on on the
me OTC
OTC ''Pinksheets" Markets under
“Pinkshects” Markets under the
thc trading
trading symbol: IIlISE. Toe Cusip
symbol: HHSE. The Cusip
ºW?ber fo~ the Company is: 410686 10 l. Tbe following is true and correct,
nun_1ber for me Company is: 410686 101. The following is u'uc and correct, pcr our per our transfer
tnmsferagent,
agent, as
as of and at the
of and at the
penod
penodending
ending on
on September
September 30, 30,
2016:
201 6:
a.a. Total
Total Common
Common Stock Shares in
Stock Shares in issue
issue as
as ofScpt 30, 2016:
of Sept. 30, 799,929,996*
b.b. Above
Above Shares s
Shares Restricted
tm’cted from
fi'om Sale:
Sale: 100,860,595*
100,860.59?
2016: 799,929,996‘
TOTAL
TOTALCOMMON
COMMON STOCK
STOCK SHARES
SHARES IN
IN MARKET: 699,069,401 **
MARKET: 699,069,401
c.c. Series
Series "A"
“A” Preferred
Preferred Shares:
Shares: 4,000,000
4,000,000
Shareholders
Shareholders ofRecord: 2,031 (Standard
of Record: 2,031 (Standard Registrar cou11t)
Registrar count)
TotalBeneficia!
Total Beneficial Sharebolders: 343 (Broadridge,
Shareholders: 343 (Bmadridge, JCS count)
ICS count)
Total
TotalAuthorized Series "A"
Authorized Series "A" Preferred
Preferred Shares:
Shares: 10,000,000
10,000,000
• Share
"‘
Share count
count includes
includes 110-mm
O-mm restricted
restricted stock
stock shares
shares issued as collateral
issued as co/lateral to
to TCA
TCA Global
GlobalMaster
MasterFund.Fund, which,
which, until
until
settlement
settlement agreement
agreement made made May
May 13,I3, 2016,
2016, were
were expected
expected to to be
be subject
subject to
to return
retum to to treasury
treasurystock.
stock. ICA
TCA hashasbeen
been
unableor
unab/e orunwilling
unwilling fo to return
return these
these shares;
shares; according/y,
accordingly, HHSE is pursuing legal
is pursuing legal remedies
remediesininthe theFlorida
Floridacourts,
co-urts,and
and
had
hadaahearing
hearingscheduled
scheduledforfor Oct.
Oct. 20,
20, 2016,
2016, which
which was mutually
mutual/y rescheduledfor
rescheduled for 45 45 days
days due
due toto ongoing
ongoingsettlement
settlement
negotiation
negotiation ata: that
that time.
time. Share
Share count
count also
also includes the issuance
includes the issuance byby Dunsfer
Transfer Agent
Agent during
during the
the Q3,
Q3, 2015
2015reporting
reporting
period
period of a block
ofa block ofof9,854, l 47 common
9,854,147 common stock
stock shares
shares to Blackhridge Capital,
to Blackbridge Capital, which
which Company
Company has hasdemonstrated
demonstratedtoto
have
havebeen
been issued
issuedin in error
error by
by the
the Transfer
Mnsfer Agent,
Agent, and which
which occurred
occurred without
witlwut meritorious
meritorious basic.
basis. Above
AbO'Veshare
sharecount
count
a/so includes aa discrepancy
alsoinc/udes discrqvancy of 26,531,972 shares
of26,531,972 which pulportedly
shares which purportedly were
were issued
issued byby the
the Company
Company's ’s Transfer Agent,
Transfer Agent,
but
butdetails
detailsfor
for which
which do do not
not appear
appear onon the
the Control
Control Log afstock
ofstock tissuance
issuance transactions.
transactions. Company
Company £9isworb'ng
workingwithwith
Standard
StandardRegistrar
Registrar to
to seek
seek an
an amiable
amiable resolution
resolution and reconciliation
reconciliation of share
ofshare count
count discrepancies.
discrepancies. Lastly, the
Lastly, theshare
share
count
countfor
for Series "A " Preferred
Series "A" Preferred Shares
Shares has been corrected
corrected to to 4,000,000.
4,000,000. Prior
Prior listings
listingsforfor the
the voting
votingshares
shareswere
were
erroneously
erroneously reported
reported as as 3, 000,000 as
3,000,000 as they
they did
did not include the
not include the 1.000.000
1,000,000 shares
shares originally
original/y issued
issued toto management
management
u.pon
upon the
theoriginal
originalmerger
merger of Hannover House
ofHannover House with
with Target Development Group,
Target Development Group, Inc.
Jnc. in
in December,
December, 2009.2009.
••”On
0n October
October1, 1. 2016,
2016, subsequent
subsequau toto the
the end ofthis current reporting
afthls current reporting period,
period, the
the Company’s
Company's board
boardofdirectors
of directors--
acting
acting on
on legal
legaladvice
advice regarding
regarding the
the upcomingflling
upcorningfiling ofthe Form 10
ofthe Form JO regis'tran'on
registration statement
statement - notm‘ed
-
notifiedthe the Wyoming
Wyoming
Secretary
SecretaU of State of
ofState of an
an amendment
amendment to
to the
the Company
Company’s 's by-laws,
by—laws, article
article four,
four, which
which amendment
amendment increased
increased thetotal
the total
authorlzed
authorizedcommon
common stock
stocksharesfrom 800-nu'llion lo the new
sharesfi'om 800-million to the new leve/ of900-million, ejfective as ofOct.
level of900-million, efl'ecfive as of Oct. I,1, 2016. These
2016. These
additional
additional common
common stock
stack shares are considered
shares are considered as as a "reserve" and
a "reserve" and were
were authorized
authorized inin order thataa mechanism
order that mechanism
would
wouldbebeininplace
place in
in the
the event
event that
that surrendered shares from ofiicers
sharesfiom officers or
or “convertible"
"convertible" sharesfor
shares for short
short term
termlenders
lenders
were
were called.
called. The
771a Company
Company has has no
no plans
plans to to issue shares, nor
issue shares, nor any
any information
information that
that ofiicers
officers or
or convertible
convertible note
note
holders (if
holders (ifany) intend ta receive shares in the upcoming
any) intend to receive shares in the upcoming year. year.
TheTransfer
Tbe Agent for
Transfer Agent for the Company’s stock
the Company,s stock is:
is:
12528 Soutb
12528 1840 East
South 1840 East
Draper, UT 84020
Draper, UT 84020
Tel. 801—571-8844 // Fax
Te]. 801-571-8844 801—571-2551
Fax 801-571-2551
ORIG IN - -1006
ORIGIN 1006
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FORWARD-LOOKHVG
FORWARD-LOOKING STATEMENTS
STATEMENTS
This disclosure
This disclosure statcment
statement contains “forward—looking
"forward-looking statements”
statemen1s" within
within thc
the meaning
meaning of the Private
of thc Securities
Private Securities
Litigation
Litigation Reform Act
R.eform of 1995. In
Act of In some cases,
cases, you can
can identify forward-Iooking statements
identify forward-looking statements by
by tcrms
terms such
such as
as "may",
“may”,
“intend", "will", “could",
"intend'', Will”, "could", "would",
“would”, "expects",
“expects”, ''believc",
“believe", "estimate",
“estimate”, or
or the negative of
the negative thesc terms, and similar
of these terms, and similar
expressions
expressions intended
intended to identify forward-looking
to identify statements. These
forward—looldng statements. These forward-looking st.atements reflect
forward-looking statements our current
reflect our current
views with
views mpect to
with respect future events
to future events and are based on assumptions and are
and are are subject
subject to risk:s and
to risks uncert.ainties. AJso,
and uncertainties. Also,
these forward-looldng
these forward-looking st.atements present our estimates
statements present ~d assumptions
esn'mates and assumpfions only
only as
as of
of the
the date of this
date of disclosure
this disclosure
statement
statement Except for our
Except for our ongoing obligation
obligation to
to disclose
disclose material
material information
information as required by
as required by federal
federal securities laws,
securities laws,
we
we do not intend
do not íntend to
to update you concerning any fiJtum future revisions tn any
revisions to any forward-looking
forward-looking statements to reflect
statements to rnflect events
events
or circumstances occurring after
circumstances occurring afiel- the date of
the date of this
this disclosure statement.
disclosure statement.
Actual results
Actual in the fixture
results in future could
could differ
difier rnaterially adversely from
materially and adversely from those
those described in the
described in the forward-Jooking
forward-looking
statements as
statements as aa result of various important
important factors,
factors, íncluding
including the
the substantial ínvestment of
substantial investment of capital
capital required to
required to
produce and market films television series,
films and television scn'es, increased costs for
increased costs producing and marketing
for producing marketing feature
featw"e films, budget
films, budget
ovemms, limitations imposed by
overruns, limitafions by our credit
credit facilities,
facilities, unpredictability
unpredictability ofof 'the success of
commercial success
‘thc commercial our motion
of our motion
pictures
pictures and television programming, the
television programming, cost of defending our intellectual
the cost intellectual property,
property, difficulties
dificuln'es in in integrating
integrating
ácquired businesses,
acquired businesses, and technological
tcchnolog'cal changes
changes and other fiends
and other trends a:ffecting
afiecting thethe entertain.ment industry.
entertainment industy.
—
PART II - FINANCIAL INFORMATION
The Company's Financia]
Financial Statements for the
Statements for the thrce-month period ending
thrcc-month period ending September 30,
30, 2016 are
are contained
contained within
within
the
the following
following pages. In compliance
pages. In éompliance with
with regulations goveming the
regulations governing the reporting
reporting and disclosure
disclosme requirements for Current
reqlmfcments for Oment
R.eporting
Reporting Status
Status for
for the Markets, the
the OTC Markets, infonnation contained
the information contained within
witbin these
these financia! statemenis is
financial statements is currently
currently
unaudited.
unaudited.
ORIGIN -- 1008
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ASSETS
CURRENT ASSETS
Cash & Cash
Cash Equiva lents “•
Equivalents $$ 43,220
43,220
Accounts
Accounts Receivable**
Receivable" $$ 3,48 1.2 1l
3.481.211
Prcpaid
Prepaid Wages $$ o0
Merchandise
Merchandise rnventorv
Inventory $$ 146,808
146.808
Prepaid
Prepaid Advertising
Advertising $$ o0
Prepaid Producer
Prepaid Producer Royalties
Royalties $
$ 1,876, 191
1,876,191
Producer Marketing Recoupment
Producer Marketing Recoupmcnt $$ 2,204,544
2.204.544
Film JJistribution
Film Uisxribution Rights
Rights $$ 2,3
2A3 14,914
14,9 4
l
OTHER ASSETS
FILM & TELEVISlON
TELEVISION LIBRARY $
$ 22,3
22.3 15,337
15,337
TOTAL OTl-lliR
OTHER ASSETS $$ 22,3
22,3 15,337
15,337
$$ 33,005, 11 6
33,005,116
** lnc/11des
Includes third-party ji11anci11g pmceedx
thier-paro'finmzcing proceeds desig11ated
designated specifical(v far 11.se
specificallylbr use inin 11ew
new 111arkeli11g
marketing ventures,
ventures. and noljbr
no/ jór general p111poses or
general purposes or
payab/es.
payables.
**
"* Accounts
...J.ccounts Receivable
Receivable includes
includes the
the gross
gross contract
contract values jór i11tem
vuluesfbr atio11a/ premlv
international presa/e agreements, jór which
ugrccmcmx, jbr which tl,e
the ne/
net a111011nt payab/e to
amount payable Io
producers
producers licensors
Iicensorx is expensed 011
is expenxecl (m the
the liabili(v
liabilicr detai/.
deluil.
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7/1 8
HANNOVER HOUSE, INC.
INC.
CONSOLIDATED GENERAL AND
ANO ADMINISTRATIVE EXPENSES
EXPENSES
FOR THE THREE MONTHS ENDING 9-30-2016
AND ADMIN;STRATIVE
GENERAL ANO ADMINISTRATIVE EXPENSES
3-Months Category
Ending Changeln
CATEGORY 9/30/2016 Period
$:.~ . -~~:.)~; ~-~
Bank Charges $ 545 $ (144)
.-. $Jf}fL.~·-: ·.f $:'l@iI~. ;:.\~~;
~
Consulting .1
Employees and Labor
Entertainment V.
Equipment
$6.63 3:
Insurance
r
L'abgr ‘
Offiqe. , .,
$ 261
an: 422:1; g;
~·i'Y( .J~c.
...:,.'" :.-., .({
\~t900)
·r . . ,•• ~
Taxes $ 4,323
a
l : ~I·~~: . ~é'b
“Telephone “‘3 . . .. . ,•••~, ;..~ :.. 1 - ~ -
Travel $ (22,049)
_
·:$':1 · . _: ~:,¡~ .
Utilities : :,,1.,-:: .-. ~ -
O RIGIN -- 1010
ORIGIN
HANNOVER HOUSE, INC.
Consolidated Balance Sheet // As of
Consolidated of September 30,
30, 2016
2016 (Unaudited)
(Unaudited)
6/30/2016
6/30/2016 9/30/2016
9/30/2016
-. : ..-.. ··.:·: '.-,'_.·. . - · ASSETS
'
. ·. : ...
~ :.
, · ··.... . ASSETS • 1, - #'. : •• • • •• ••-
CURRENT ASSm
ASSETS
Cash &
Cash Cash Equivalents
&Cash Equivalents · ·,
w . ;.'! ·: 7 .:5'• 43,753
43,753 14,747
14,747
Accounts
Accounts Receivable,
Receivable. Net
Net 4,803,556
4,803,556 (1)
(1) 5,222,424
5,222,424
Prepaid Wagesrj:;·:;> <:·. ·. ·.
Prepaid Wages 4 .
,
r
Mermandise lnventory
Merchandise Inventory 233,789
233,789 165,179
165,179
Prepaid Advertising :.. ,:_.: ...·.::_; i." '.¥.
PrepaidAdvertising ~‘
- ."~;:.i *7
765,000
765,000 (2}
(2) 76S;IXXl
765,000
Prepaid_ Producer Royaltfes
Prepaid_Producer Royalties 2,335,645
2,335,645 2,335,645
2,335,645
ProducerMa,!ceting-Recoupment
Producer Marketi ng~Recouprnent 2,429,406
2,429,406 2,490,756
2,490,756
Film
Film Dfstribution
Distribution Rights
Rights 1,996,379
1,996,379 1,996,379
1,996,379
FIim
Film Production Investments .. -:. ·
Production lnvestments a
‘3, : 423;
: 259
423,259 . 423,259
43,759
Notes Receivable
Receivable and Net Recoupment - -
•,.: ._.-,,..:
....... ..
. ·~... \ .-::•' .
TOTAL PROPERlY
PROPERTY & EQUIPMENT 136,707
136,707 111,507
111,507
OTHERASSm
OTHER ASSETS
: FILM
-‘
36,732,831
36,732,831 37,090,233
37.0%,m
•‘ HHSE Film
Film Library
Library Va/uation
Valuation is
is currently
currently being
being updated toto include
include over 130
130 DVD titles
titles previousfy
previously not
not
Jisted
listed in
In the
the 2010 report, along with
report, along with 23 titles
titles slnce
since expired
expired or
or discontinued.
discontinued. No volue
value has yet
yet been
assessed on the
assessed the 2,215
2,215 titles
titles under licensefor
license for the
the VODWIZ streaming
streaming portal
portal ot her than
other than those
those capitalízed
capitalized
and otherwlse recaupable amounts due to
otherwise recoupab/e to Company
Companyfor for mastering and preparation
preparation costs
casts on titles.
titles.
ORIGIN -— 1011
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HANNOVER HOUSE,
HOUSE. lNC.
INC.
CONSOLIDATED BALANCE
BALANCE SHEET
MARCH 31 20H (UNAUDITED)
31,, 201-4
CURRENT LIABILITIES
LLABI.LITIES
Accounts
Accomls Payable
Payable $g 144,20
144.2011
Accrued Royalties
Accrued Royalties $$ 293,829
293.829
Producer Acquisition Advances
Producer Acquisition Advances l)ue
Duo $$ 147,260
147,260
Accrued Wages
Accrued Wages $$ o0
Payroll Taxes
Payroll Taxes Payable
Payable $$ o0
NB Cal
Cal AFIL P&A Loan
Loan $$ 349,226
349.226
Hounddog P&A NoteNote (Wcinreb)
(Wcinrcb) $$ 826,624
826,624
Other Bank Note
Other Note (BOF
(BOP and
and TCA) $
$ 442,043
442,043
LONG-TERM LIABILILTIES
LONG—TERM LlABILILTIES
Long-Term
Long-Tcrm Payablcs
Payablcs (including
(including interstar
Inlerstar & Bedrock)
Bedrock) $$ 2,73
2,73 1,427
1.427
Assignment of
Assignrnent Lntl. Sales
of lntl. Sales Net
Net to
lo Production
Production $$ 1,900,000
1,900.000
Executive
Executive Salary
Salary Deferrals
Dcfcrrals $S 1,063,996
1,063,996
Officer
Officer Notes Payable
Notes Payable $$ 169,840
169.840
SHAREHOLDERS EQUITY
SHAREHOLDER'S
Common Stock
Stock (580,232,365
(580,232.365 shares
shares
issued
issued and
and outstanding)
outstanding) *
* $
$ 20,
20, 181,957
l 8 ,957
l
Retained
Retained Eamings
Earnings $
$ 4,754,713
4‘734,7l3
TOTAL S!-LAREI-IOLIJC:R'S
SHAlUiH( )LJ)I:'l{'S EQUITY
liQUl'l'Y $
$ 24,936,670
24,936,670
$
$ 33,005, 11166
33,005,!
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Addltional Footnotes
Additional Footnotes to Balance Sheet
to Balance
(for the
(for three-month
three—month period
period ending September 30,
30, 2016)
2016)
(1)
(1) Net accounts receivable
receivable includes previously recognized
includes previously recognized contract
contract term sales
sales through
through Netflix,
Netflix,
previously
previously recognlzed
recognized international presafes for
international presales for active
active production projects, and
production projects, and consignment
consignment
accounts receivable,
receivable, net of aa returns
net of returns reserve
reserve holdback.
holdback.
(2)
(2) Prepaid Advertising refers
Prepaid Advertising refers to
to prepaid
prepaid cable
cable 1V
TV ad credits
credits accumulated over the prior
over the prior seven
seven
years,
years, which company plans
plans to utilize during
to utilize during the theatricaf release
the theatrical release launch
launch of
of "Mother
”Mother Goose:
Goose:
Journey
Journey To Utopia”
Utopía" to
to theatres
theatres in
in late 2017, as
late 2017, as a
a theatrical
theatrical marketing/
marketing / P&A ítem.
item.
(5) Acquisition
(5) Acquisition Advances due was modified
Advances modified from the
the prior quarterly report
prior quarterly report to include
incfude reconciled
reconciled
balances due to
balances due to ali titles, sorne
a“ titles, some of
of which were previousfy included under "Accrued
previously included “Accrued Royalties."
Royalties.”
(7)
(7) Company has written
Company has $500,000 as
written down $500,000 as previousfy
previously reported as deferred Income
lncome taxes
taxes payable,
payable,
dueto reconciliation of actual net
due to reconciliation of actual net coflections
collections of
of certain
certain consignment sales
sales against which taxes
taxes
were previously deferred or
previously deferred or reserved;
reserved;
(8} Although Company
(8) Although Company is is showing an overpayment to TCA Global Master Fund of $28,439 (after
an overpayment (after
payment
payment of of ali
all principal,
principal, penalties,
penalties, legal
legal costs
costs and maximum legallegal interest
Interest under applicable
applicable
usury faws},
usury laws), TCA has has represented that they
represented that they are
are "stilf due" $100,000 for
”still due” for "investment
“investment advisory
services" whlch
services" whích were never never performed.
performed. Company's position, as
Company’s position, as detailed InIn a
a motlon
motion by
attorneys at the faw firm
attorneys at the law firm of of Shook Hardy
Hardy &
& Bacon,
Bacon, was that TCA'
TCA’ss efforts
efforts to be paid for non-
non—
existent services
existent services is is an attempt to
an attempt usurp the
to usurp the usury laws. A hearing is
usury laws. is scheduled InIn Florida ln
In
December; beca use of
December; because the ongoing
of the ongoing dispute as to
dispute as entlty owes the other, tthis
to which entity his .item
.ltem has
has ·been
been
marked for a footnote
for a footnote explanation
explanation on the balance sheet.
sheet.
ORIGIN -- 1013
Hannover House,
House, Inc.
Inc.
ConsolidaredSm~mofCashFhw
Consolidated Statemm ofCash Flow
Forthe WMonth Pen‘od EndingSeptember
For the Thre~MonthPeood Ending Sepmmber 30,
30, 2016
201 6
9/30/2016
Cu h fioffll
Cull fi'om operating
flow: from operlflng acthtdes
unifie-
Netlncome
Net Incomc $
S 198,293
198,293
Adjustments m
to reconcile
reconclle net
net income
income
to
to cash providcd by (used
provided by (used in)
in) (364,452)
(364,452)
operations
operations
Depreciation
Depreciation 25,200
25.200
Accounts
Acoonnm receivable
receivable (418,868)
(418,868)
Inventory
Inventory 68,610
68,610
Prepaid
Prepaid advertising
advuu's ing
Producer marla:ting
Imdmting recoupmcnt
rccouptmnt (61,350)
(61,350)
Prepaid producer royalties
Prepaid royalties
Film
Film distribution rights
distrflmtion rights
Accounts payable
payable (12,147)
(12,147)
Short Tean
Short Term Notes
Notes 32,086
32,085
Weinreb P&A interest
interest (12,943)
(12,943)
Gaham Financial interest
GrahamFinancial ?mtexest (1,400)
(1.400)
Bank ofFayctteville
ofFay'cueviue Jnterest
Imam: (263)
(263)
Tem Payable:
Long TermPayables 26,000
26,000
Real
Real Estate Mortgagc Payable
Estate Mortgage
TCA n
Accrucd
a
nl MasterFund
GlobalMasterFund
Accmcd royahies
royalties
Payable
370,903
370,903
Defcrred
Deferred income tax
taxpayable
payabl: 393,227
393,227
Accrucd
Accrued wagcs
wages 80,724
80,724
Payroll tues due
Payroll tans due (2,156)
(2,156)
Eecutive salary
Elcecutive a aJnry defemtl
defenal
Cash used
us ed in
in opcrations
opcmtions 321,464
321,464
Canaan fromimesting
CuhfloWI mun investing acthiüea
acfivifiea
Fihn production investments
Film production ?nvestmcms
Fumishings, Equipment,
Fumish'mga. fluiprmnt, Truck
'I‘mck
Weinrcb
Wcinmb // Hounddog P&A note
note
GahamFinancial Services
Services note
Ca,b
Call: flown finm financing
flOM from flnmcing acthtties
lemme:
lncrelll!e
lncreu e in1n cu
c1111h
h (29,006)
(29,006)
Cash,
Cash, beginnlng
beginning ofperiod
ofperiod
___L_
43,753 43 753
Cash,
Cllh, endofperiod
cnd of period $
S 14,747
14,747
10
10
OIUGIN
ORIGIN -- 1014
HANNOVER HOUSE, INC.
Change In
In Shareholder's
Shareholder’s Eqoity
Equity
For the
the Three Montb
Month Period
Period Ending September 30, 2016
30, 2016
Wag__
U - A. x
Shares
shares
Common
Comrhon Stock
i
§tnck
~
Amount · :...,....'
‘
:
___
'
Retalned
. - •
Eamlngs
Sammy_._
~
W'
.. . _
.! ·,_
Total
Total
s .. .
,
4
Balance at
Balance June 38,
auune 2016
30.2016 799,929,996 .'
799,973,996 . $s - · 26,42!3,004
~-
26,423,004 ·.
'5
.
3,291,n6
3,291,776 . - r-l
, 29,719,780
19,719,780
-
Net Ad}ustments to
NetAdjustmenu ta Equtty
Equity . .. . $$ 493,073
493,073
Netfncorne
ueunaome $
s l 198,293
198,293 $
$ 198,293
198,33
Balances
aalances at Sept. 30, 2016
atSept.30,2o1s 799,929,996
799,929,996 - 3,490,069
3,490,099 30,411,146
30,411,146
sometimes referred to
somcfimes referred to herein
herein as "we," "us,''
as "we," “us," "om"
"our" and the
the "Company."
The nature
nature of
of the
the issuer's
issuer’s business
business is
is driven
driven by
by the
the operating
operating entity,
entity, H.annover
Hannover House,
House, which isis aa full-service
full—service
producer
producer and
and distributor
distributor of entertainment products (i.e.,
entertainment products feature films
(l.e., feature films for
for theatrical, video, television
theam'cal, video, television and
and
intemational
international distribution,
distribution. anda
and a publisher
publisher of books).
ofbaaks).
Hannover
Hannover House,
House, Inc.,
Ina, the
the principal unit and ·operating
principal unit 'opemfing public
public company isis a
a Wyoming Corporation.
Corporation. Trumao Press,
Truman Press,
Inc.,
Ina, d/b/a
d/b/a "Hannover
“Hannover House"
House” is is an
an Arkansas
Arkansas Corporation.
Corporation. Medallion
Medallion Relcasing,
Releasing, Inc.
Inc. and Bookworks,
Bookworks, Inc.,
1nc., both
both
special
special purpose
purpose entities,
entities, are
axe also
also Arkansas
Arkansas corporations.
corporau'ons. VODWIZ. Inc. is
VODWIZ, Inc. is a
a Wyoming Corporation.
Corpomfion.
Hannover House,
Hannover House, Inc.,
Inc., ti'k/a
flk/a Target Group, !ne.
Target Development Group, Inc. (which
(which was also
also formerly
formerly known as
as "Mindset
"Mindset
Interactive
Interacfive Corp.")
Cozp.") was registered as aa corporation
registered as corporation in
in Wyoming on January
January 29,
29, 2009.
2009. Truman Press,
Prws, Inc.,
Inc., d/b/a
d/b/a
"Hannover
“Hannover House"
House” was registered
registered as
as aa corporation
corporation inin California
California on September 15,15, 1993,
1993, and re-registered
re-reg‘stcred in
in
Arlamsas
Arkansas effective June 2008.
effective June 2008. The Ecklan Corporation,
Corporaflon, rcgistered
registered on March 25,
25, 1998,
1998, in
in the
the State
State of Texas,
Texas, was
was the
the
predecessor
predecessor entity
entity to
to Target
Target Development Group,
Group, Inc.
Inc.
Toe
The Company, Hannovcr House,
Company, Hannover House, Inc.,
Inc., as
as well
well as
as Truman Press,
Press, Ina, d/b/a "liannover
Inc., d/b/a House'' and
“Hannover House" tbs special
and the special
pwpose entities VODWiz, Inc.,
purpose enfifim Bookworks, Inc.,
Inc., Bookworks, and Medallion
Ina, and Medallion Releasing,
Releasing, Inc.
Inc. // FilmWorks each
each have
have an
an effective
efl‘ective
fiscal
fiscal year-end
ycar-end date
date of
of December 31.
3 l.
Neither
Neither the
the Company, Hannover House,
Hause, lnc., nor any
Inc.. nor any other
other corporate
corporate affiliate
afliliatc entity have ever
entity have been in
eve" been ban.kruptcy.
in banhuptcy.
To the
the best
bwt ofmanagement's
ofmanagement’s knowledge, predecessor entity
knowledge, no predecessor entity has cver been
has ever been in bankruptcy.
in banla'uptcy.
11
11
ORIGIN -- 1015
1015
Effective
Effective January
January 1,
l, 2010, Target
Target Development Group, Inc., acquired aU
Inc., acquired all ofthe sharcs ofTruman
of the shares of Truman Press, Inc., d/b/a
Press, Inc., d/b/a
"Hannover
“Hannover House"
House” inin aa stock—swap
stock-swap agreement.
agreement. The details
details of
ofthis
this acquisition are described
venture are
acquisition venture described in detail within
in detail within
the information
the information statement
statement posted the OTC Marlrets
posted on the Markem Disclosure Statement of
Disclosure Statement ofDecember
December 14, 2009.
l4, 2009.
Over the
Over past
the past six
six years, the Company has
years, the has defaulted
defaulted on several loan or
scveral loan or credit
credit obligations,
obligations, but
but none representing
representing aa
material event to
material event the Company or
to the or falling
filling outside ofthe
outside of ordinary coUl"Se
the ordinary ofbusiness. As previously
course ofbusiness. previously disclosed through
disclosed through
the Company's filings
the filings with
with the
the OTC
O'rC Markets,
Markets, the Company. had incurred
the Company. incurred debt
debt relafing to tbe
relating to theatrical releasing
the theatrical releasing
costs of
costs the film
0f the "Twelve" (debt
film "Twelve" (debt obligations wcre accrued witb
obligations wcm Andersons, AOL, Bedrock
with Andersons, Bedrock Ventures,
Ventures, 42 42 West,
West,
Technicolor, Tnbune
Technicolor, Tribune Em. Ent. and othcrs).
others). As of September 30,
30, 2016 the
the Company had reduced the
the cumulative
cumulative total
total of
Faire In
Fairs In Love" (NBCal Loan), producer / licensor
(NBCal Loan), producer / licensor obligations
obligations to
to Interstar
Interstar Releasing,
Rcleasing, Fantastic
Fantastic Films
Films and E.E.
EB. Smith,
Smith,
al) of
all which are
of which are iternized
itemized oror otherwise
otherwise included within the
included within the Company's financials.
financia Is. Company has made sigmificam
significant
reductions in
reductions payables during
in payables during calendar
calendar years
years 2015 andand 2016,
2016, and continues to to retire
retire or otherwise m.anage these older
manage these
debts.
debts.
As
As of9-30-2016,
of 9-30-2016, there
there were no further
further changes of
of"control".
“couuol”.
As of9-30-2016,
As of 9-3 0-2016, there were no increases
there were of 10% or
increases of or more of
ofthe
the same class outstanding equity
class of outstanding equity securities:
securities;
past,
past, pending or
pending or threatened legal proceedings
threatened legal proceedings or administrative actions
or administrau‘ve actions that
that could bave
have a
a material effect on the
material efl‘ect the
there were no
there were no pastpast or
or pending
pending trading
trading suspensions
suspensions by
by a
a sccurities
securities regulator.
regulator. Toe
The legal
legal proceedings,
proceedings, whether
whether, past,
past,
Business
Business ofof Issuer
Issuer -—- The
Toe SIC
SIC Codes most closely
closely conforming to to the
the Company's business activities
Company’s business are: 7822
activitiw am: 7822
(Services
(Service: —- Motion Picture
Motion Picture & Video
Video Tape Distribution)
Dism‘bution) and 2731 (Books:
mocks: Publishing).
Publishing). Toe
The Company is
is currently
currently
operating. At
operating. At no time has
no time has the
the Company ever been aa "shell
ever been company'' as defined
“shell compan)?’ defined in the
the guidelines.
guidelínes.
Through
Through the
the operating
operafing entity
enn'ty of
of "Hannover
"Hamlover House,"
House,” the Company is
the Comany is actively
actively involved with
with the
the production,
production,
acquisition and distribution of entertainment
acquisition and distribution of entertainment products
products into
into the
the USA and Canadian markets,
mmkets, including
including theatrical
theatrical
otherwise
otherwise licensed fiom third-p~
licensed from third-pérty suppliers, often production
suppliers, oflen production companies
companies oror media companies to expand
seeláng to
seeldng
their
their incomc
income and mark.et reach
and market through aa relationship
reach through relationship with Hannover House or through the
or through the company's recently
company’s recently
formed
formed multi-studio sales cooperative,
multi-studio sales cooperative, Medallion Releasing, Inc.
Medallion Releasing, Sorne ofthe
Inc. Some properties distributed
of the properties dismhlted by the Company
arc "sales
are agency" venturos,
“sales agency" ventures, inin which
which the
the Company performs
performs certain sales & marketing
certain sales 'runctions on behalf
markefing ‘fimctions behalf of the
the
owners of
owners of the
the properties,
pmpcrfies, as
as opposed
opposed to
to baving
having the
the Company actually
actually purcbase
purchase or otherwise license
license rights
rights into
into the
the
property.
property.
12
12
ORIGIN -- 1016
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0q0331 201 4.htm
Item Z.
Itcm Management's Discussion
2. Managcmcnt's Discussion and ami Anal~·sis Financia! Condition
Analysis of Financial Condition and and Rcsults
Results ofof Ope rations
Operations
‘l'he
The following
fo llowing discussion
discussion should
should be
be read
read in conj unction with thc lhc unaudited
unaudited interim
interim conso lidatcd fi nancia! sstatements
tatcments and
in conjunction consolidated financial and related
related notes
notes
to
lo the
the unaudiled
unaudited interim consolidated financial
interim consolidated financia! statements
stalemcnts included
inc ludcd elsewherc
elsewhere in in thi
[hiss report.
report. This discussion contains
This discussion forward-looking
contains tbrward-looking
statements
statements [hatthat relate
relate toto future events or
future events or o ur ruture
our l'ulure fi nancia! perfomlancc.
financial performance. TheseThese statements
sta lements involvc
involve known
known and unknown risks,
and unknown risks
unccrtainties
uncertainties and and other
other factors
factors that
that may cause our actual actual results,
results, levels
le,·cls of
0f activity, performance or or achievements
achievements to be material!)'
activity, pert‘ommncc to be maleriallv.
from any future
different from future results,
resulls, levels
levels of activity, perfo rmance or or achievements
achievements expresscd or implied by these
these forward- looking
difl‘erenl ol‘
activity, pcrfomlancc expressed 0r implied by forward-Iookiné
statements. These fo rward-looking statements are
statements. These forward-looking arc based largely
largely on our current expectations
our cuncnl expectations and and are
arc su~ject
subject co
to aa number
number of of uncertainties
uncertainties
and
and risks
risks including
including the Risk liuctors
Fac tors identified
identifíed in in our Quarterly 1-'om1 10-Q
Quarterly 1"0m1 lO-Q for the three-month period ending lJecember 31 3 L, 2013
the Risk for the thrcc-month period ending December 2013..
Actual results
Actual res ults could
could difl:er
difier materia lly from these
materially lhesc forward-looking
l'orward-Iooking statements.
statements. 1 -lannover House.
Hannover House, Inc.
lnc. isis sometimes
sometimes referred
referred t0
to herein
herein as
us
n u n u
"we,"
"we, "us,"us, "our" and the
our" and the "Company.
"Company.""
The naturc
Thc nature of thc issuer’s
of thc issuer's business
business is
is driven
driven by
by the opcrating entity,
the operating entity, Ivlannovcr
Hannovcr House.
Ho use, which
which is a full
is a -scrvice producer
l'ull-scrvice producer and distributor
and distributor
of entertainment products
ofentertammenl (i.e.Jeawre
products (i.e., jilms Jor theatrica/,
jéaturcjilmsjbr (hcatrical. video,
video, television
television a11d intemational distribution,
am! inlemalional distribution, anda publisher of
(Incl a publisher books).
ofbooksl.
Hannover House‘
Hannover House, lnc.,
Inc, is aa Wyoming Corporat
is ion. Truman Press.
Corporation. Press. lnc.
Inc.,, d/b/a
d/b/a '' Hannover House" is
“I’lannm'er is an Arkansas Corporation.
an Arkansas Corporation.
Hannover House,
Hannover House, lnc.,
Ina. f/k/a
f/k/u Target
'l'argct IJc,·elopment Group, !ne.
Development Group, lnc. (which
(which was also formerly
“us also formerly knmm
known as "Mindset Interactive
as "Mindset lnteracti,·c Corp.")
Corp") was
was
registered
registered as
as a corporation
corporation in
in Wyoming 0n on Ja nuary 29.
January 29, 2009. Truman Prcss, !ne. , d/b/a
Press, Inc., d/b/a ''Hannover
"Hannover 1-louse" was registercd
House" was registered as
as a
a
corporation in
in California
California on September
Scptember 15, 1993. und
I5. 1993. and rc—registcred
re-registered in Arkansas cchctivc
in Arkansas effective Junc
June 2008.
2008. The
Thc EckJan
Ecklan Corporation,
Corporation
registered
registered on March 25.
25, I998,
1998, in
in the
the State
Slate of Texas, was the
ot'l‘exus, predeecssor entity
the predecessor entity to
l0 'J'arget
Target lJeve lopment Group.
Development Group, lnc.
Inc.
Neither thc
lhc Company, 1-louse , lnc.,
Company. Hannover House, nor the
Inc., nor [he operating entity, Truman Press,
operating entity, Press, Inc.,
!ne., d/b/a
d/b/a ·' Hannover House
“Hannover House".. have
have ever
ever been
been in
in
bankruptcy.
bankruptcy. To the bcst of
the bcst 0f managcment's
management‘s k11owledge,
knuwlcdgc, no predceessor entity
n0 predecessor entity has
has ever been in
ever been in bankruptcy.
bankruptcy.
Effective January 1,
Effective January 1, 2010,
2010, Target
Targel Development
Development Group,
Group, Inc.,
!ne., acquired aullli of
01' lhe
tho sharcs
shares o r Truman Press,
01' Press. !ne.,
Inc., d/b/a "Hannover Housc"
d/b/a “l-Iannover House"
in
in a
a stock-swap agreement.
agreement. The details ofthis
details 0f this acquisition vcnture are
acquisition venture described in
are described in detail
detail within the information
within lhc information statement
statement posted
posted on the
lhc
OTC Markets Disclosure
Disclosure Statement
Statement of
of December I4, 14, 2009.
2009.
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10/1 8
C. The
C. The Company hashas announced,
announced, and included in previously published
in previously published disclosures, a listing
disclosures, a listing of
of sorne of the
some of the
principal, upcoming theatrical
principal, films that
theatrical :films that will also be
will also be released
released onto
onto home video formats.
video formats.
E.
E. and Suppliers -— Toe
Materials and principal scrvice
The principal providers to
service providers to the
the Company axe are listed
listed in
in detall
detail in this
in this
disclosure, below.
below. The principal
principal suppliers
suppliers of new release
release film
film and video producís include
video products the following
include the following
production companies
producfion companics and progamming sources (Usted
programming sources alphabetically): Allegheny
(listed alphabetically): Allegheny Image
Image Factory,
Factory;
American Family Movies; Arkansas One Ooe Nctwork; Associated Television;
Network; Associated Television; Atlantic-Pacific Atlas
Pictures; Atlas
Atlantic-Pacific Pictures;
Films; BerVon Entertainment;
Films; Entertainment; Cinetic
Cinetic Media; CMD; Crimson Cn'mson Forest
Forest Films;
Films; Daybreak
Daybreak Pictures; Empire
Pictures; Empire
Film Group, Inc.;
Inc.; Eurocine
Eurocinc Intemational; FilmWorks; Gaumont, SA;
International; FilmWoflcs; SA; Film Sales
Sales Co.;
Co.; Green Apple Films;
Green Apple Films;
'
Little
Little Film Company,
Company;..,Origin
Ori Motion Pictures;
Mofion Pictumc; Plaza
Plaza Entertainment, Inc.; Phoenix Entertainment;
Entertainment, Inc.; Entertainment; Phoenix
Phoenix
Releasing Group; Priya Pn'ya Productions; Sola-Media, GmbH; Shoreline
Productions; Sola—Me‘dia, Shoreline Entertainment;
Enteminment; SND Films; Films; PWI-
Veracruz Entertainment
Entertainment and XVIIIXVIIl Entertainment. principal suppliers
Entertainment. The principal suppliers of books
books for tbe Company
for the Company to to
publisb include
publish include (listed
(listed alphabetically): James Danielson,
alphabetically): James Danielson, BarrBarr McClellan
McClellan andand Vivían Schilling. The
Vivian Schilling. The
Company sees no shortage
sbortage of properties
properties available
available for
for acquisition
acquisition in any of
in any of the
the applicable
applicable media.
media.
recording these
now recording tbese contracts
contracts only as the
only as the licensing
licensing window commences (which (which isis usually
usually 60-days
60-days after the
afier the
initi.al USA Home Video release
initial release of eacb title). In
each title). In the past, Company was recognizing
the past, recogxizing the ful! value
the full value ofthe
ofthe
Netflix SVOD agreements
Netflix agreements upon execution, as opposed to to on
on Iicensing By changing
term. By changing thetbe manner
manner in
wbicb Netflix
which
current
Netflix agreements are
current reporting
reporting quarter.
quarter.
are recognized, t
execution, as
recognized, h flix remains
Netflix remains at
licensing term.
under 15% of
at under of Company’s
Company's revenues
revenues for
in
for the
the
Medallion Rcleasing
Releasing has commenced activitics for the
activities for tbe international
international sales
salcs and licensing higher-end
licensing of highcr-cnd
properties
properties owned or controlled
controlled by
by the
the Company,
Company, thethe revenue results for
revenue results for wbicb
which also exceed the
also exceed the fifteen
fifieen
percent (15%)
percent (15%) threshold oftotal,
threshold of annualized revenues.
total, annualized revenues. The Company does docs not
not feel that the
feel that rapidly gowing
the rapidly growing
sales
sales revenues being
being realized
realized from the intcmau'onal
fi-om the intemational markets poses
poses an unreasonable threat to operations,
threat to opcrations, as
as
sales are
sales arc curnulative multiple licensing
cumulative over multiple licensing agreements
ageemcnts for specific tem'tories,
for specific territories, media and titles.
titles.
H.
H. The company docs
docs not need
need any
any government
govemment approvals
approvals of principal products
ofprincipal products or
or services.
services.
14
14
ORIGIN
ORIGIN -- 1018
location, and he
location, and he combined savings
savings (inclusive
(inclusive of
of rent, utilities and phones fiom
rent, utilities from the prior Springdale location)
the prior will
Iocafion) will
save
save the approximately $4,500
the Company approximately per month.
$4,500 per month.
Itcm
Item 3 3 Quantitative
Quanu'tative and Qualitative
Qualitative Disclosures
Disclosures About Market Risk
Investment in
Invcsunent in the the Company's Stock bears
Stock bears similar risks as
similar risks as may cxist
exist with other stocks trading
other stocks trading on the the OTC MarkemMarke1s
board. The
board. Toe trading
trading price for
pn'cc for Company's
Company's Stock Shares can
Stock Shares vary significantly
can vary based upon a variety
significantly based variety offactors umelated
of factors unrelated
to
to the
the Company's actuaJ value
Company's actual vaJue or revenue achievements.
or revenue achievements. On an accrualaccrual basis,
basis, the
the Company is is generating profits
profits each
each
quarter, with
quarter, rcgular DVD and
with regular and Blu-Ray product sales
Blu—Ray product sales supplemented
supplemented with witb long-tcrm
long-term receivables
receivables for Subscription
for Subscription
Video-On-Demand
Video—On-Demand and and Television
Television sales. During the
sales. Dun'ng year, Company has
prior ycar,
the prior its. activities 'in
has expanded it&activities in the
the realm of of
''Theatrical Servicing” in
“Theam'cal Servicing'' in which Company is paid (upftorit)
is paid (upfimit) forfor the
the distribution,
distribufion, booking and and marketing of films films to to
theatres
theates for third-parties. In
for third-parties. cases, Company has
In many cases, also been
has also been engaged on aa pure pure distribution
dish'ibution fee basis to
fee basis to also
also
handle the
handle the physical,
physical, digital
digital and television
television rights
rights to
to these Theatrical Servicing titles.
these Theat‘ical titles. With respect to cash
respect to flow, the
cash flow, the
Company's
Company's cash cash resources
resources have traditionally
traditionally been
been strained
mined by by the
the out-of-pock:et costs for
out—of—pocket costs for the marketing,
the markefing,
manufacturing
manuficturing and shipment of new release release DVD and Bl~y physical units,
BluRay physical oflen do not generate
units, which often positive
genmate posiu've
cash
cash flow
flow forfor six
six or
or more months.
months. Accordingly,
Accordingly, the the need toto reinvest
reinvest collcctions into new manufacturing for
collections into for arder
order
fulfillment has
fulfillment has compromised the the timely retirement of
timely retirement of long-term
long—term debtdebt obligations.
obligations. Some
Sorne investors
investors and shareholders
shareholders
have expressed
have expressed discomfort
discomfort withwith the
the Company's persistently tight_cash
persistently tight_ cash posifion,
position, which has been the result of
the result of
balancing ongoing
balancing operationaJ needs
ongoing operational with dcbt
needs with debt management and new release release activities
activitiw against product cash
against pmduct cash flows.
flows.
Conversely,
Conversely, many many shareholders have also
shareholders have also expressed resistance to·
expressed resismnce to the
the concept of issuing
issuing equity shares under "debt
equity shares
conversion" structures, which
conversion" structures, which would relieve
relieve much of of 1he
the cash-flow burdens but would result
cash-flow burdens in a dilution
result in dilution of
shareholder
shareholder equity.
equity. Accordingly,
Accordingly, management has has worked to :find the best balance
to find the best balance of maximizing shareholder value
shareholder value
and retum,
and rem, while minimizing equity
while minimizing dilution activities.
equity dilution In response
activities. In response to Shareholders, Company has not
to Shamholdem, not made any any
"debt''
“dcbt” conversion
conversion or or equity
equity issuances
issuanccs in in over
over a year,
ycar, and hashas no current plan.s to do so.
current plans so. Notwithstanding tbis this
be sufficient
be sufficient to
to meet
meet the
the Company's combined
combined operational,
operational, debt-management
debt—management and growth needs.
prolonged cash
prolonged cash flow strain
flow strain since December, 2015 -— due primarily
since December, primarily toto the late 2015 mergers or sale
the late oftwo
sale of principal
two principal
customers (speci.fica/ly, Anderson
customers (specifically, Anderson Merchandisers
Merchandisers and FreeSIerFreeStyle Releasing)
Releasing) and the the impact thatthat these transactions
these uansacflons
has had
has on the
had on the generation
generation of of new orders
orders and
and thethe collection
collection of past
past due receivables
rcceivablw for Hannover· House.
for Hannover‘ House. WithWith
respect
reapect toto creditors,
creditors, including
including judgment
judgnent lienlien holders, there can
holders, there can bebe no assurance
assurance thatthat the
the majority
majority of of long-term
long-term
creditors will
creditors Will continue
continue toto comply wíth debt
comply with debt reduction
reducfion and and installment
installment payment agreements.
ageements. And while the Company
while the
continues to
continucs generate DVD and
to generate and Blu-Ray sales
sales toto major (and V-uleo-On-Demand
retailers (and
major retailers Videa—On—Demand conúacts contracts through
through thethe
major VOD portals), there
mqior VODportals), there can be can be no assurance that current
assurance that current and past
past sales
sales performance ofthese
of these corc
cor: rcvenue
revenue streams
stems
will
will continue
continue into
into the futurc. Toe
the fumm The remedies
remedies available
available toto the
the Company for viability and growth
for continued viability growth areare
revenues
revenues from product sales
fi'om product licenses (inc/uding
and licenses
sales and (including the the new media streams fiom
media revenue streams from Medallion
Medallion International
Intemationa/
andfrom VODWIZ), ongoing
andfi-om VODWIZ), ongoing and and expanded
expanded credit arrangements (both
credit an'angcmcnm with lenders
(both with /enders and suppliers),
supp/iers), private
private investor
investor
transactions for speci.fic tilles (production,
transactionsfar specific titles @roduction, distribution
dism'bution or both),
both), banJc
bank activities for
activitiasfar credit facilities
creditfacilities secured
secured against
against
receivab/es, rights
receivables, presa/es or co,porate
rights presales corporate guarantees,
guarantees and stock-equity opportunities (rangingfrom shelf-registration
stock-equity opportunities shelf-registration
of new shares
ofnew shares to to "debt-conversíon
"debt-conversion”H ventures
ventures to alleviate the
to alleviate the cash-flow burden fiom
cash-flow burden from o/der,
older, qualifying payables). In
qualifiing payables). In
response
response toto shareholder
shareholder reaction
reaction andand the
the shareholder resistance to
shareholder resismncc to thc pursuit of ‘debt
thc pursuit 'debt conversion' transactions
conversion’ transactions
(which have
(Which have demonstrated
demonstrated in in the past to
the past to negatively
negafivcly impact
impact the share price),
the shale price), the
the Management has endeavored to
has endeavored t0
sccure
secure operating
operating funds,
funds, growth
growth capital
capital and payables management funding
and payablcs funding from resumes
fi'om otber than
resources other than these debt-
these debt-
conversion transactions
conversion transactions or or convertible notes.
convertible notes.
Investment in the
Investmcnt in the Company's Stock Shares
Company‘s Stock bcars significant
Shares bears significant risks, as well
risks, as well as
as significant upside potential.
significant upside potential Toe
The "Price-
"Price-
15
15
ORIGIN -- 1019
1019
projection of the
projccu'on current reporting pedod.
the current period. If
If the
the Company' s stock
Company’s stock were
were trading consistent with
wading consistent with the pricing for
the pricing for this
this
industry sector,
industry sector,it would 1:ie
it he trading
trading for approx.. 5.038
for approx.. per share,
$.038 per sham, approximately
approximately 5-X current price
S-X current price pricing pct share.
pricing per share.
This lndustry PIE
This Industry P/E price, while 5-X
price, while S-X greater
greater than current PPS,
than current also does
PPS, also does not
not take
take into account the
into account tbe prospective
prospective value of
value of
the
the Company's
Company’s activities
activifies towards the launch the VODWIZ streaming
Iaunch of the portal or tbe
streaming portal the forthcoming major motion
forthcoming major mou'on
picture production of "Mother
picture producu'on Goose: Journey
“Mother Goose: Journey To Utopia"
Utopia” which
which many entertainment
entertainment stock
stock experts
warm have
have relayed
relayed
to management as
to management supporting tbeir
as supporting belief that
their belief that thc
the PPS could
could support
support a price in
a price in excess
excess of
of $.1 Oper share.
$.10 per share.
ltem
Item 4. Control.s and Procedures -- Evaluaflon
4. Controls Evaluation ofDisclosore
of Disclosure Controls
Conu'ols and Procedures
Procedures
The tenn
term "disclosure
“disclosure controls
conu-ols and procedures"
procedurcs'' isis defined
defined inin Rules I3a-l5(e) and 15d-15(e)
Rules 13a-15(e) 15d-15(e) of tbe Securities
of the Securities
Excbange Act of
Exchange of 1934 as amended (the
(the "Exchange
“Exchange Act'1.
Act”). These rules refer to
rules refer to the controls an.d
the contro~ and other procedures of
other procedures a
ofa
company that are designed to ensure that infonnation
that are designed to ensure that required to
information required to be disclosed by a company in
disclosed by in the reports tbat
the reports it
that it
files
files or submits under the Exchange Act is is recorded,
recorded, processed,
processed, summarized and reported
reported within
within required
required time
fime
periods specified in tbe
periods specified SEC’s roles
the SEC's rules and forros,
forms, and that
that sucb information is
such informafion is accumulated
accumulated andand communicated
commwúcated to to
As of September 30,
30, 2016, the end ofthe period
period covered by
by this
this report,
report, the
the Company carried out an
cam'ed'out evaluation under
an evaluation under
supervision and with
the supervision with the
thc participation our Chief Executive
participau'on of our Executive Officer
Officer and President
President of
of the
the efféctiveness
eff'ecfivcness of
of our
our
disclosure controls and procedures.
disclosum procedures. Our Chief
Chief Executive Officcr President have concluded that
Oficcr and President that such
such controls
controls
and procedares to be effective
procedures continued to effective as
as of
of September
September 30,
30, 2016.
20] 6.
Item4T.
Item 4T. Control!
Controls and Procedures
Changes in
Changcs Interna! Control over Financial
in Internal Financial Reporting
required by Rule 13a-15(d)
As required ofthe
13a-15(d) of the Exchange Act, the Company, under
Act, the under the
the supervision
supervision and
and with the participation
with the participation
the Company's
of the Company’s management, including tbe the Chief Executive Ofiicer
Officer and Chief Financia!
Financial Officer, also evaluated
Oficer, also evaluated
whether any changes occurred to to the Company’s
Company's internal
internal control
control over financifl
financial reporting
reporting during
dun'ng the period covered
the period covered
by this
this report that have materially
report that affected, or
materially afi‘ected, or are
are reasonably
reasonably likely
likely to
to materially
materially affect, sucb control.
afich such conuol. Based
Based onon tbat
that
evaluation,
evaluation, there
there has
has been no sucb
such change during
during the period covered
the period covered by
by this report.
this report.
l), l'CA
1). GLOBg MASTER FUND -- The previously
TQA GLOBAL previously disclosed to TCA Global
balance due to
disclosed balance Global from
fi‘om Company, was
Company, was
the subj ect of a Florida
the subject Florida Courts judgement
judgement issued
issued during Q3, 2015.
during Q3, 2015.
16
ORIGIN -- 1020
2). STOCK
21. M&EULATQRQ figfl
§TQQK MANIPULATOR'S SUIT -— The Company has has engaged George
Georgc B. Morton,
Morton, Esq.,
Esq., to pursue an
to pursue an action
action
against five known members of an organized
against five organized stock "bashing" gang that
stock "bashing" that have
have collectively
collectively damaged
damaged thethe Company's
Company’s
share price
share price by more than SIO-million
$10-million inin market capit:alization
capimlizafion value
value over the past
over the three years.
past three years. Due to to the
the size of the
size ofthe
damages in this case,
in this case, the jurisdiction will
flxe jmisdiction will be the
the US Federal
Federal Court,
Court, western district of Arkansas. This
district ofArkansas. civil action
This civil action
has still
has su'll not filed as
not becn filed as of the date of this
this filing,
filing, due toto aa snatcgic
strategic determination
determination regarding
regarding the
the ideal
ideal timing
timing for the
for the
filing
filing of tbis
this action, and the impact
irnpact of
of this
this move and subsequent public public announcement relative
relafive toto other
other corporate
corporate
governance achievements. A related related action
action to pursue charges
to pursue charges for
for the
the criminality of the
criminality of the actions
actions taken
taken byby these
these
manipulators
manipulaxors is is also being
being prepared
preparcd for
for this
this same court
court venuc. October 24,
venue. On October 24, 2016 {subsequent to the period
(subsequent to the period
covcred
covered by thisthis filing), the FBI investigator
filing), flue investigator escalated this matter
escalated this matter to the U.S.
to the U.S. Attomey's office, Western
Attorney's oficc, Western District of
District of
Ark.ansas,
Aflmnsas, withwith aa J?IOsecutor assigned for
prosecutor assigned for the pwposcs of scckin.
the purposw sucking g criminal
criminal charges
charges against
against the identificd def~dants.
the idenn'ficd defcpdants.
3).
3). JOBN BM
JOHN BOAL PHOTOGRAPHY
PflOTOQRAPfl! V§. VS. HANNOVER
H+ANE02E§ HOUSE EQUSE -— Company was sued sued inin aa Virginia
Virg'nia Court
Court byby aa
special events photographer, John Boal,
special events photographer, Boa], who had growngown impatient
impatient atat the slow payment
payment of his $1,000 work-for-hire
bis $1,000 work-for-hirc
fee. In violation of the
fee. In copyright established
the copyright cstablishcd byby Hannover House under undcr First provisions and
First Use provisions notification, Mr.
and notification, Mr.
Boal proceeded
proceeded toto file
file an infringing
infi'inging copyright
copyright claim
claim with
with the
the U.S. Copyright
Copyright Officc
Oficc 10-wceks later, later, under
under the
tbe belief
belief
that such
that sucb actions
actions would irnprove
improve his
his leveragc
leverage to
to elicit his event
elicit his event services payment Company plans
services payman plans toto utilize
utilize tbe clear
the clear
requiremcnts and regulations
requirements rcgulations under
under copyright
copyright law to to set
set aside any monetary
aside any monetary judgments that that may be awarded
may be awarded to Mr. to Mr.
Boal;
Boal; Company may pursue charges fiaud íf
cbarges of fraud the action
if the action filed behalf of Mr.
filed on behalf Boal is
Mr. Boa] is not
not voluntarily
voluntan'ly dismissed.
dismissed.
Subsequent to
Subsequent to the
the period covered
covcred by by this filing, the
this filing, U.S. Copyright
the U.S. office has
Copyright office agreed to
has ageed vacate Mr.
to vacate Mr. Boal's
Boal’s
unauthorized copyright
copyright filing,
filing, as an infi'ingcmém
in:fringement on thethe first
first use rights
rights exerted
exefled by Hannover House, Inc. This
House, Inc. This action
action
restores
restores thc
the matter
matter toto a c1aim solely
a claim solely for
for photography
photography services.
services.
Item lA.
Item 1A. Risk Factors
Factors
Other than as
as set fortb in
sct forth this FORM lO-Q
in this 10-Q filing, therc arc
filing, thcrc are no specific ris.k factors
speciñc risk factors relating to the
relating to the Cornpany's
Company's
securities
securifies that
that are
are not universally applicable to other equities trading
universally applicable to other equities nading on tbe
the OTC Markets.
Maxkcts.
agreement cancellations.
ageement cancellations. During tbe the applicablc reporting period
applicable reporting period oovcred
covered by by this
this agreement,
agreement, Company
Company has entered
has entered
into
into aa financing
financing and distribution
distribution agreement
ageement with with Silver Line Fi~,
Silver Line Inc. which
Films, Inc. whicb could bave aa temporaxy
could have temporary impact
impact on on the
the
K.ey
Key Man issues
issues witb.
with respect
respect to
to C.E.O. Eric
Eric Parkinson.
Parkinson. Under the
the terms
terms ofthe
of the agreement,
agreement, Silver
Silver Line is advancing
Line is advancing
$3,500,000
$3,500,000 towards the production costs
the production costs for
for the
the feature
feature film,
film, "Motber
“Mother Goose: Journey To Utopía"
Goose: Joumey Utopia” witb
with designated
dwignated
stars Shirley MacLaine and Samuel L.
stars Sbirley L. Jackson.
Jackson. Under this tbis agreement,
agreement, C.E.O. Parlánson will
C.E.O. Parkinson be required
will be required to to take
take a a
90-day parfial leavo-of-absence fiom
partial leave-of-absence from the Company in in order to
to perform duties as tbe Director
duties as the Director of this motion picture,
this motion picture,
filming
filming for for which will
will take place
place primarily
primarily in in tbe
the $tate of Arkansas
State of (Fayettevillc) -— with
Arkansas (Fayettevillc) with one
one week
week ofof filming
filming to to
occur inin either
either Western Ireland,
Ireland, or Southcm Germany (the
or Southem film offices
(the fllm ofiices or or location studio partners
location studio partners at both loc_ales
at both locales
have proposed co-production fanding opportunities
ca-production fimding which are
opportunities which are being
being evaluatedfor
evaluated for best This pmducfion
suitabi/ity). This
best suitability). production
was previously
previously planned
planned to shot in
to be shot in the
the State Georgia; however,
Smtc of Georgia; the film
bowever, tbe film incentives
incentives and rebates from the
rebates fi'om the $tate
State ofof
Arkansas could total nearly 40% of the
total nearly the total budget for
total budget for tbe
the film. Additionally, the
film. Additionally, the Company
Company may may benefit
benefit from
fi‘om
facilities infra-structure established
facilifies and infi‘a-su'ucture established for tbe production,
for the production, butbut remaining
remaining herehere in Arkansas. The Company
in Arkansas. Company feels feels that
tbat
the
the "Mother Goose" project
“Mother Goose" project will
will have a materially
materially positive
positive impact on on tbe Company's profile
the Company’s profile and revenues.
and revenues.
17
ORIGIN
ORIG IN -- 1021
5/31 /2018
5/31 /201 8 https:/!www.sec.gov/Archives/edgar/data/1069680/00014
https://www.sec.gov/Archives/edgar/d 7124214000206/hhse1
ata/1 069680/0001 471 Oq03312014.hlm
242 1 4000206/hhse 1 0q0331 201 4.htm
The use 0f
of the [cm] "Company" refers
term "Company" refers to the combim:d
to the combined entitics,
entities, as rcportcd on ua consol
as reported idated basis.
consolidated basis, o0fr Hannover
Hannover House.
House, Inc”
!ne., Truman
Truman
Press, !ne., d/b/a “Hannover
Press, Inc., House“ and Bookworks,
·' Hannover House" Boobvorks, !ne. (a spccial
Inc. (a purposc entity
special purpose uti lized for
entity utilized for Screen Actors Guild
Screen Actors Guild activities
activities and
and
produclions).
productions), of the corporate entities
Each ot'the entities files
files separate incomc tax
separate incumc retums with
lax relums with the
the federal
federal govemment
govcmmem and and respective
respective states
sla tes of
of
regislration;
registration; however, financial
financ ia! slalemenls
statements and21nd reports,
reports, as
as of January 1,
oI‘January l, 201 O, refer
20 IO, rcfer l0
to the
the combined
combined and
and consolidated results ol‘all
consolidated results of a li
enlities. Hannover House,
entities. l-louse, Inc.
[ne. is t.he publicly-lraded
is the publicly-Lraded entity
entity for
for ali
all opcrating
operating d ivisions. Truman Press,
divisions. Press, Inc.,
!ne., d/b/a
d/b/a --Hannover
“l—Iannover 1-louse'·
House" is is
t.he operating
the operating and releasing
releasing ddivision
ivis ion entity
entity for
for a li consumer products.
all products. Boobvorks,
Bookworks, lnc., is aa special
Inc.. is spccial purpose
purposc entity
entity established
established for
for t.he
the
servicing of book and publishing
servicing publishing vcntures, recently, used
ventures, and more recently, used for
l'or Screen Actors Guild
Screen Actors productions.
Guild productions.
As of
of 3-31-2014
3-31 -2014 and remaining
remaining true
true through the
the date of this
dale of fíling, the
this filing, the Company docs
does not
not fo resee any
foresee any probable
probable or
or existing
existing
governmental regulations
govemmental regulations as having an
as having an adverse
adverse or material impac
or material impactt l0
to the
the operatiuns.
operations.
During calendar
calendar year
year 2009 (and
(and specifically limited t0
specifically limited to actiútics
activities for
l'or Truman Press,
Press, [ne.,
Inc., cl/b/a
d/b/a ··Haru10vcr 1-louse'"), the
"l‘Iannowr I'lousc"). thc Company
Company
invested approximately
invested approximate ly $15.000
$15 ,000 activities thal
on activities lhul could be characterizcd
characterized as as ·research
‘rcsearch and development.
dcx'clopmcnt.‘' During
During the
the calendar
calendar year of
year 01'
20 10, and under the
2010, the consolidated reporting 01‘
of a1]
ali entities,
entities, thc
lhc Company investcd
invested approximatcly $20,000 on projects
approximately $20,000 projects and
and activities
actiYiLies that
t.hat
could be characterized as
be characterized as ·research
‘rcsearch and development.
developmcnl.‘· IJuring t.he calendar
During lhc calendar year
year of
0f 20
201l I and
and under
1 consolidated reporting
under consolidated rcporting ot'ull
of ali entities,
entities.
the Company invested approximately
the approximately $ 166,000 0n
$166,000 on projects
projccts 11nd
and acti,·ities that could
activities that be characterized
could be characterized asas ·research and development.‘
‘rcsearch und development. '
(specifically, t.he production
(spec ifically, the production 01'of fcature
feature film // video
video products).
products). During
During 20 12, U1e
2012. invested approximately
the Company invested approximately $287, $287,]114
l4 onon
production projects
production R&D assignable:
projects // R&IJ assig.nable; during 20 13, the
2013, the Company made madc no new investments
investmcnts in production or
in production or activities t.hat would be
activities that be
R&D assignable.
assignable.
As of 3-31[-2014,
01‘3-3 -20 14, t.he
lhc Company had 6 full-time employees.
6 t‘ulI-limc employees.
Page l 22
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Oq03312014.htm
20 1 4.htm 12/18
1211 8
University
University of of Arkansas.
Arkansas. Prior
Pn'or to joining Truman
to joining Truman Press,
Prcss, Inc.
Inc. (in
(in November,
November, 2006), Shefte was the
2006), Shcfie
was the
Senior
Senior Vice
Vice President
President and
and Senior
Senior Trust Officer at
Trust Oficer at the
the Bank
Bank of of Fayetteville.
Fayetteville. During
Daring 2015,
2015, Mr.Mr.
Shefte
Shefie had
had been
been eaming
earning an accrued salary
an accrued ofninety-thousand
salary of ninety-thousand dollars
dollars (USD
(USO $90,000)
$90,000)per peryear,
year, for
for
which the
which the vast majority has
vast majority has been, and continued
been, and continued upup to
to and
and including
including December
December 31, 31, 2015
2015 toto bebe
deferred and accrued. As ofJanuary 1, 2016, Shefte agreed to reduce
deferred and accrued. As ofJanuary l, 2016, Shefie agreed to reduce his annual bis annual salary to one
salary to one (I)
(1)
US Dollar per
US Dollar year, until
per year, until such
such time that the
time that the Company‘s
Company's Reg'strafion
Registration Smtement
Statement (and(and applicable
applicable
supporting documents of
suppom'ng documents of the
the Audits and updated Film Library evaluation report)
Audits and updated Film Library evaluation report) have been have beenfully
fully
accepted
accepted by by the
the Securities
Securities and
and Exchange Commission. As
Exchange Commission. As of
ofDecember 31 , 2015 and
December 31, 2015 and continuingcontinuing
to this
to date, Mr.
this date, Mr. Shefte
Shefie beneficially owns 31,487,546
beneficially owns 31,487,546 sham
shares of of Class
Class AA common
common stockstock inin the
the
Company,
Company, and and 1,600,000 shares of
1,600,000 shares Series A Preferred
of Series Prcferred Stock
Stock (again,
(again, which
which havehave notnot been
becn
authorized
authorized or or valued
valued for
for sale,
sale, transfer or hypothccafion
transfer or bypothecation except
except to Mr. Shcfic
to Mr. Sbefte asos aa mquimd
requiredtooltoolofof
bis
his management
management duties).
duties). She:fte has no
Shcfic has no other
othcr Board
Board memberships
membersbips of of afiliau'ons
affiliations other
othcr man
than
volunteer,
volunteer, nonprofit
nonprofit associations.
associations. Shefte
Shefie hashas voluntarily
voluntarily surrendered
surrendercd back into company
back into treasury
companytreasury
total
total ofof 5million
Smfllion sharcs
sharcs ofof stock, m be
stock, to be held
held pending
pending satisfiction
satisfaction of of corporate
corporate governance
govcmance
achievements.
achievements.
e)
c) Tom Sims,
Tom Sims, currently
cuttently employed
employed as Vice President
as Vice President of
ofSales for Hannover
Sales for HannoverHouse,
House,Inc.,
Inc.,and
and
Executive
Executive Vice
Wee Prcsident
Pmsident ofof Medallion Releasing, Inc.,
Medallion Releasing, has ageed
Inc., has agreed totojoin
join the
the Board
Board ofofDirectors
Directors
for Hannover
for Hannover House,
House, Inc.,
Inc., effective
effecfivc upon the Company’s
upon the Company's fullfull reg’stration
registration and
and acceptance
acceptance as as aa
fully-rcporting Tusuer with the Securities and Exchange Commission and the effective
fulIy-rcporting Issuer with the Securifies and Exchange Commission and the cfl'ecfive date won date upon
which
which Shns
Sims isi3 added
added as
as an additionally named, covered
additionally named, covered pmyparty of
of the
the omens
Officers and
and Dinctor’s
Director's
Liability
Liability Insurance.
Insurance. AsAs of June 30,
ofJune 30, 2015,
2015, Sims
Sims received
received a
a first-year
first~year bonus
bonus of one-million
ofone-mjllion
(1,000,000)
(1,000,000) shares
shares of
of Common
Common Stock. Under the
Stock. Under the terms
terms ofof his
his emloymcnt
employment as as Vice
Vice President
Presidentof of
Sales, Sims is
Salas, Sims is also
also entitled
entitled to receive an
to receive an additional one-million (1,000,000)
additional one-million shares for
(1,000,000) shares for each
each$10-
$10-
million
million in
in gross
gross revenue generated by
revenue generated by the Company in
the Company in any
any given
given calendar
calendar year
year under
under his
bis sales
sales
management.
management.
B.
B. Legal
Legal // Disciplinary
Disciplinary History. Neither of
History. Neither of the
the board
board of of directors
directors members
members have
have been
been
involved
involved in any :furm
in any form of
of criminal
criminal conviction or proceeding
conviction or proceeding ox namcd as
or named as aa defendant
defendantin inaa pcnding
pending
criminal
criminal proceeding;
proceeding; neither
neither director has been suspended,
director has suspended, vacated
vacirted oror otlmwisc
c;,tberwise barred
barred fi'om any
from any
involvement in
involvement in securities,
securities, commodities or or bmking
banking activities;
activities; neither
neither director
director has beenafiected
hasbeen affuctedby
by
aa finding
finding or or judgment
judgncm by by na court of compelent jurisdiction, the
competent jurisdiction, the Securities
Securities andand Exchange
Exchange
Commission,
Commission, the the Commodity
Commodity Futures Trade Commission
Futures Trade Commission or or aa state
state securities
securities regulator
regulator of
of aa
violation of rederal
violation of federal or
or st.ate
state securities or commodities
securities or laws; neither
commodities laws; neither director
director has
has received
received an
anorder
order
by
by aa self-regulatory
self-mgulatory organization
organization thatthat permancntly
permanently oror temporarily
temporarily barsbars oror limits
limits such
such person’s
person's
involvcment in securities activities.
involvement in securities acu'vifim.
C.
C. Disclosure
Disclosure of Relationships —
of Family Rclatlonshlps There am
- There are no
no fimily
fiumly relationships existing
relationships existing
betwccn
bechcn or among either of the
or among either of thc Board of Directors, or any
Directors, or any other officers, dimctors,
othm' oficcrs, directors, or
orbeneficial
beneficial
owners ofmore
owners ofmorc than
than five percent (5%) of
five pcrcent of any ofthn
ofthe class
class of
ofthe issuer's equity
the issuer’s equitysecuxifies.
sccurities.
D.
D. Disclosure
Disclosure ofof Rclated Transactions —- The
Related Party Transactions Thc Company
Company was
was not
not involved
involved in
in any
any
Related
Relatcd Party Transactions valued at $120,000 or more, or valued at more
Party Transactions valued at $120,000 or more, or valued at more than onepercent
than one percentofofthe
the
issuer's
issuer’s total
total assets
assets at
at year-end
year-end for its Jast
for its three fiscal
last three years.
fiscal years.
E.
E. Disclosure of
Disclosure of Conflicts of Interest —
Conflicts oflnterest - There
There are no known
are no conflictsof
known conflicts ofinteer
interest.
(OTC
(OTCMarkets)
Market) lteJn I4 -— Beneficia)
Item 14 Owners
Beneficial Owncrs
The total
The total count
count of of Beneficia! Owners as
Beneficial Owners reported to
as roported the Company
to the Company by Broadridge ICS
by Broadridgc (as of
ICS (as of
September 30, 2016) was 343. As of 30, 2016 and
September 30, 2016) was 343. As of September 30, 2016 and remaining true through the dateof
Septembcr remaining u'uc through the date of
this
this filing,
filing, the Company was
the Company was aware
aware of only two
of only two shareholders
sbareholders controlling
controlling diwctly
directly or
orbeneficially
benefi.cially
mom than
more five percent
than five of any class
percent (5%) ofany class of the issuer's
ofthe total auflmrized
issuer's mtal equity securiu‘es
authorized equity securities (except
(except
as
as described
described in in Item 14 c)
Item 14 c) below):
below):
19
19
ORIGIN
ORIGIN-- 1023
1023
a)
a) Eric
Eric F.
F. Parkinson
Parldnson (CEO), 1428 Chester
Chester St,
St, Springdale, 72764 -— holding
Springdale, AR 72764 holding 43,141,649
43,141,649
shares
shares ofCommon
of Common Stock. Parkinson also
Stock. Park'mson also owns 2,400,000
2,400,000 shares
shares of Seriw A Preferred
of Series Stock. Mr.
Preferred Stock. Mr.
Park:inson min: aa performance-based
Parh'nson retains pcrformance—based líen
lien to
to reclaim
reclaim up
up to
to 31.8-million
31.8-milh'on sbares fi'om bis
shares from his original
ofig‘nal
allo~ent
allotment of_ TDGI shares,
of TDGI shares, w~ch wan a voluntarily
which were voluntarily surrendcred
smrcndcmd back to tbe
back to the company'
conmany’ss treasury
treasury
pending achievement
pending achievement of of certaín
certain corporate
corporate and revenue
revenue goals
goals for
for tbe company under
under his
the company his direction
direction
as CED. During
as C.E.O. During Q2 (2012),
(2012), Parkinson
Parlu'nson allocated
allocated from
fiom his
his personal
personal holdings
holdings a total of 1,800,000
a total of 1,800,000
shares
shares ofof restrícted
resu-ictod stock,
stock, for
for tbe
flle benefit
benefit of key
key employees
employees andand as
as additional
addifional consideration
consida'an'on for
for a
a
term note extended to
term note to tbe
the Company by by aa privare
private investor.
inthor. Parkinson
Paddnson hashas an
an agreement
ageemant with
with the
the
Company regarding
regarding a a performance-based
petformancc-bascd formula for for the
the recapture
recapture // replacement
replacement of
of these
these shares,
shame,
to
to occur
occln' no sooner
sooner December,
December, 2016 forfor re-evaluation.
reevaluation.
b)
b) Don Frederick Shefte
Shcfie (President),
(President), 3741 N. Old Wire
N. Old Wire Road,
Road, Fayetteville,
Fayettevillc, AR 72703
72703 -—
beneficially
beneficially owned 31,487,546 sbares of Common Stock.
31,487,546 slam Stock. Shefte
Shcfie also
also owns
owns 1,600,000
1,600,000 shares
sham of of
Series A Preferred Stock
Series Upon closing
closing of the
the acquisition
acquisition ofof Traman
Truman Press,
Press, Inc.
Inc. by
Stock. by Target
Target
Development Group, Inc.,Inc., in
in January,
Jammy, 2010,
2010, the
the TDGI stock
stock allocation
allocafion for Shefie was
for Shefte was divided
divided
witb
with Shefte
Shane receiving 50,987,547
50,987,547 shares
shares and each
each of
of his
his two adult
adult children
children receiving
receiving 6,373,443
6,373,443
sbares
shares under a pre-existing
pwcxisfing agreement
ayecment relating
mlating toto Shefte's
Shefle's ownership
ownership intercsted
interested in
in Truman
Truman Press,
Press,
Inc. Mr.
Inc. Shefle retains
Mr. Shefte retains aliento reclaim up
a lien (o reclaim up to
to 5-million
S-million sbares fiom bis
shame from his original
original allotment
allomzem ofof
TDGI shares,
sham, which were aa voluntarily
voluntarily surrendered
surrendered back
back toto the
the company's treasury pending
company’s Mary pending
achievemcnt
achievement of certain
certain corporate
corporate govemancc
governance goals
goals for tbe company under
for the under bis
his direction
direction as
as
President.
President.
i).
i). The Company has
which
which waswas previously
has completed
completed thc
previously planned
planned for
the written
written and
for filing
filing with
and disclosure
with the
disclosure portions
the Securities
Securifim and
pom'ons ofa ForroForm 10-12(g)
Exchange Commission on
and Exchange
c
10—12(g) Rcgistration
histmu'on Statement,
on or
or Jan.
Jan. 15,
Statement.
15, 2016,
20] 6, subject
subject
to
to the complcu'on of outsidc
the completion outside audits
audim by by a PCAOB licensed auditing firm.
licensed auditing firm. The Company has has since engaged aa
since engaged
qualifying audiu'ng firm
qualifying auditing participated in
firm and participated in extcnsive
eansive interviews
interviews and and reviews
reviews offilings,
of filings, reports
repors and
and back-up
back-up
materials.. As disclosed
materials disclosed toto shareholders
shareholders on the the HHSE Company blog blog sitc
site on January
January 30,30, 2016,
2016, the
the new auditors
auditors have
have
made several
several determinations
determinafions of material deficiencies in
material deficiencies in the
the financials
financials for for the
the Company, specifically,
specifically, 1 ). Toe
l). The value
value of
of
the
me Film
Film Library to a1l
relative to
Library relative all other asses (and
other assets (and the
the issues
issues ofthefive-year-aging
ofthefive—year—aging ofthe prior Film Library
ofthe prior Library Valuation
Valuation
report,
report, thethe changing
changing marketplace for physical video
markewlacefarphysical video sales
sale: as
as compared to ta the growing market
the growing markelflJrfor digital
digital streaming,
streaming,
ami the significant exclusions ofkey titlesfrom
and the signg‘ficmxt exclusion afkey titlasfrom the prior the prior Film Library) and 2).
Library) and 2). The Toe need for
for lntemal Controls
Intenutl Controls and and
Compliance Documentation
Compliance Documcnmfion that that would conform
conform to to standards
standards prescribed
prescribed undcr
under Sarbanes-Oxlcy
Sarbanss—Oxlcy Act 404. 404. While
While
technically
technically not not "advising" the Company on how to
“advising” thc to conduct
conduct internal
internal controls
controls oror instructing
insu'ucting the
die Company to to conduct
conduct
aa more
more thorough
thorough and and currcnt
current Film
Film Llbrary
Lfimry Valuation
Valuation Study,
Study, the
the new auditors
auditors did
did clarify
clarify that
that not
not addressing
addmssing or or
rectifying tbese
rectifying these issuesissues would result
result in
in significant
significant comments by
by tbe
the auditors
auditors to
to tbe
the Form 10-12(g)
10-12(g) auditportion,
audit portion, and and
this
this could rmflt in
could result in commentary
comcnmry and and non-compliance
non—compliance following
following S.E .C. roview
S.E.C. mview ofthe
ofthe registration
regisu'ation filing.
filing, Having
Having the the
Company's
Company’s largest largest balance
balance sheet
sheet asset
asset reviewcd under more recent
reviewed under recent valua~on,
valuation, and having
having theme Company
Conmany conform to to
widely
widely accepted
accepted lnternal
Internal Controls
Commls Procedures,
Procedm'es, would would bebe a rcquirement for
a requimmcnt for the
me auditors,
auditors, unless the Company was
nnlas file was
willing
willing to to proceed with significant
proceed with significant auditor's
auditor’s footnote
footnote commentary
commentary on these these issues. Rather than
issues. Rather than risk
risk having
having another
another
obstacle impact the S.E.C. acceptance oftbe Company's
obstacle impact the S.E.C. accepmnoe ofthc Company’s rcg'stmtion, registration, management has
has taken the steps to conform to
taken the steps to confonn to
these
these higber
higher disclosure
disclosure and operational
operational standards.
standards. Company anticipates
nnn'cipates that
(ha! the updated Fonn
the updated Form 10-12(g)
10-1 2(3) Registration
Regisuation
Filing,
Filing, including 2-ycars of full-year
including 2-years full-yeat audits
audits and a a rcvised
revised and
and updated
updated Film
Film Library
Library V aluation Report
Valuation Report will
will bebe
submiUed
submitted to the S.E.C.
to thc S.E.C. during
during 2016,
2016, subject
subject toto the
the completion
completion ofthe
of the new Film Library
ncw Film Valuah'on (it
Library Valuation (it should
should be be noted
noted
that
that Company is is seeking
seeking toto obtain
obtain a a Jowered
lowered valuation
valuation than
than tbe
the initial
xnitial figure determined by
figure determined by the
the new Library
Lflamry
Evaluators,
Evaluators, which contains cotmins sales
sales forecasts
foreman for titles greater
for titles than Company Management'
ycater than afimntw. It
Management’ss estimates. It is
is Company's
Company’s
position
position that that aa Library
Library Valuation
Valuation thatthat is
is significantly
significantly higher tban forecasts
higher than forecasts based
based on Company's existing, interna]
Company’s existing, internal
self-distribution
sclf—dismhm'on apparatus,
appamtm, could
could elevate
elevate shareholder
shareholder expectations
expectau'ons higher
higher than
than management's
management’s more conservative
conservative
20
20
ORIGIN -- 1024
1024
forecasts. the higher
forecasts. While the higher sales
sales values provided by
values provided by the
the first
first Library
Library Valuation report have
Valuafion report bave as
as a premise the
a premise the
that HHSE will
assumption tbat will align
align itselfwith
iwelfwith one ofofthe
the Major Studios ín the
Studios in the coming year, there can
year, there can be no assurance
assurance
that sucb
that such a deal will
will occur, andas
occur, and as sucb,
such, management feels that the
fccls that the current Film Library
current Film Library Valuation
Valuation should
should reflect
reflect
existing
existing distribution
distribution cbannels revenues, and conform
channels and revenues, conform closer
closer to management's estimated
to management’s current valne
estimated current of $28-
value of $28-
mm. A review of sales activities
ofsalcs at the
activities at the Cannes c
Cannes Film Festival
hfival and and Marche
Mamhe du Film and other relevant agenda
other relevant agenda items
items
affecting the
affecting the Company's
Company’s Film Library
Library Valuation
Valuafion have occurred over the
occurred over the summer (201
(2016) and the
6) and the Company feels
feels
strategy has
strategy has been accepted by management
accepted by management as as a movc
move to
to minimize shareholder
shareholder interference
interference with the
the auditing
auditing process
promos
and the l
the Film Library V aluation.
erary Valuation.
release
release activities, international sales
activities, international sales and motioo picture production ventures,
motion picture ventures, with the
the generation
generation of
offees for release
fees for
services as well
services as as fiom
well as from revenue collections.
collections.
iii).
iii). Company plans to
Company plans to add a tom]
add a total ofthree (3) new members to
of three (3) to the
the Board ofDirectors, timed witb
of Directors, timed with tbe
the activation
activation of
of
Officers
Oficers & Director's
Director’s Liability
Liability Coverage and the filing ofthe
the filing ofthc Form 10IO Registration;
iv).
iv). A prior plan
pn'or plan for
for Companyto begin rcpurchasing HHSE Stock shares offthe
begin repurchasing market — previously planned
off the open mark:et-previously planned
for January, 2016-bas
for January, — been delayed
2016 has been dueto
delayed due to cash flow issues
cash flow issues resulting
resulting from the sale
fi'om sale or merger oftwo major
or merger of two major
customers for Company
customers for Cornpany (as
(as described hereinabove).
described hereinabovc).
the
the E.E. Smith judgnents,
E.E. Smith judgments, Company counsel
counsel has a legal
has a Icgal strategy
strategy to
to pursue having tbese
these default judgments set
defaultjudgnents set aside
aside
and FreeStyle
and FrecStyle Releasing
Rsleasing have been fully
have been fully supplanted
supplanted witb
with new revenues fi’om alternative
revenucs from alternative distribution
distribution partners forpmm
for the
the
respective
rcspecfivc media
media rigbts previously handled
rights previously handled for
for Company by Alchemy and FreeStyle.
FreeStylc.
aa film hbra.ry of
film library of approximately 6,500 titles (which are already
approximately 6,500 titles (which are alreadyfillly fully mastered and confonned
conformedfor for digital
digital streaming).
streaming).
Toe ímplementation
The implementation of of such
such aa move forfor VODWIZ would require require a modification
mod.ification or
or cancellation
cancellation of of the
the current
current
"hosting"
“hosting” agreement
ageement set set forth
forth with Nanotecb Entertainment
with Nanotech Entertainment severa! years ago. It
several years It is Company’s belief
is Company's beliefthat other,
that other,
or cancellation
cancellation ofthe Nanotech Entertainment
of the Nanotech bosting-services agreement for
Entertainment hosting-services for VODWIZ may be be in
in tbe
the mutual best
mutual best
or
interests ofboth
of both companies·
companies;. ltII is
is the position ofHannover
the position ofHannovcr House // VODWIZ tbat that the consumer porml
the consumer portal site cannot
site cannot bebe
interests
reasonably
reasonably "launcbed
“launched to consumers" until
to consumers” until 500
500 or
or more titles am immediately
titles are immediame available
available andand accessible
accessíble to consumes
to coosumers
market
market for
for the
the VODWIZ site site if a significaot
if a quantity of
significmt quantity independent films
ofindepcndent consumers
films can be offered to consumers ((even
offered to even onon a
a
non.exclusive basis}.
non-exclusive basis).
Itero 6. Eihibits
Item 6. Exhibim
21
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ORIGIN -- 1025
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https://www.sec.gov/Archives/edgar/data/ 1 069680/0001 471 242114000206/hhse1
4000206/hhse 1 Oq0331201 4. ht m
0q033 1 201 4.htm
The Company
G. The
G. Company docs not own or
<loes not or control any
any patents,
patents, fra nchise or
franchise or concess ions. 'I‘hc
concussions. The licenscs
licenses and roya lty agrecments
and rovalt‘v fall under
agreements fall under
the
the category of being
being part
pan of the
the ordinary
ordinary course
course ol‘busincss,
or business.
H.
H, The
The company does not need any government
docs not govem ment approva ls ol'
approvals of princ ipal products
principal products or scrvices.
or services.
ltcm
Item 3 Quantitative and Qualitative
Qualitativc Disclosu res About
Disclosures About Ma rl<et Risk
Market Risk
ln vestment in
Investment in the Company's Stock bears bears similar
similar risks
ri sks as
as mav
may cx ist with
exist with other
other stocks
stocks trading
trading on thethe OTC Markets
Markets board.
board. The
The trading
trading
price fo
price forr Company's Stock Sharcs Shares can varyvary significantly
significantly based
ba¿cd upon aa variety,·ariety ool‘r la ctors unrelated
factors ~ rclatcd t0 to the
the Company's actua actuall value
value o;
0r
revenue achievements.
revenue achievements. O Onn an accrua
accruall basix
basis, the
lhc Company is is gcnera
generatingting profits
pro fits each
each quarter.
quarter, with regular DVD
with regular LJV LJ and Blu-Ray product
and Blu-Ruy product
sales supplemented wi
sales th long-tenn
with long-term receivables
receivables for tbr Subscription
Subscription Video -On-Demand and Television
Video-(’)n-l)cmand Television sales.
sales. Howc
However,ver, on0n aa cash-ílow
cash-flow
basis, the
basis, the Company's cash resources
resources are ol‘lcn
oftcn strained
strained byby immcdiatc
immediate and long-term debt obligations.
long-lcrm debt obligations. Sorne
Some investors
investors and shareholders
and shareholders
have expressed
have expressed discomfort with the pers istently tight
the Company's persistently light cash pos ition, which has
cash position, has bccn h
t
been thc resultresul t or ba lancing ongoing
01‘ balancing ongoing
operational needs with debt management
management and new ncw release acti vities against
rclcasc activities product cash
against product cash ílows.
flows. Com ·ersely, many shareho
Conversely, lders have
shareholders have
also
also expressed resistance t0
expressed resistance to the
the concept of 01' issuing equity sharcs
issuing equity shares under
under "debt convers ion" structures,
"debt conversion" structures, wh whichich would relieve
re lieve much oot'f the
the
cash-ílow
cash-fimv burdens but but would result
result in
in aa dilution
dilution o 0ff shareholder
shareholder equi ty. Accordingly,
equity. Accordingly, management has has worked lo to fi nd the
find best balance
the best balance
of
ol' maximizing shareholder va lue and return,
shareholder value re tum , while
whi le minimizing
minimizing equityequity di lution acti
dilution vities. There
activities. 'l‘herc can be be nu
no assurance
assurance thatthat ongo
ongoinging cash
cash
flow from product
ílow product sales
sales will,
will, by
by itself,
itself, be su tTicicnt to
sufficient to meet the Company's combined opcrational,
mecl the operational, debt-management
dcbI-managemenl and growth needs. nceds.
To
'l'o
address the
address the Company
Company's 's cash pos ition, managemcnt
cash position, management has initiatcd initialed an agrecment
agreement with an Accounts l{eceivable-based
Receivable-based lender, tender, to
lo
accelerate flow from current
accelerate cash ílow curren! product
product sales
sales and thus fac il itate faster
facilitate faster growth
gromh into into new areas
arcas (such
(such as the Company's "VODwiz.com"
as the
streaming venture),
streaming venture), as well as
as well to provide
as t0 providc working capital capital tolo enablc
enable thc Lhc Company's Film Film and Television
l e le\·is ion Rights
R.ights Librar)'
Library to be more
lo be
eflíciently exploited.
efficiently exploi tcd.
generate DV
generate DVD D and Blu-Ray
Blu-Ray sales
sales to
t0 major retailers (and
major retailers Video-On-Dcmand
(and Video-( )n-Dcmand eontracts
contracts thro ugh the
through the major VO VOD D portals),
portals). there can be no
there can no
assurance
assurance that current and past
that current past sales
sales performance
performa nce will wi ll continuc
continue into
into the fu ture. The remedies
the l'ulure. remedies available
available lo to thc
the Company for fo r continued
continued
viability
viability and growth
gromh arcare revenues
revenucs from product sales
from product and licenses.
sales and liccnses, credit arrangements (both
credit arrangements (both with lenders and supplicrs)
m'th lenders suppliers) and stock-
equity opportunities
equily opportunities (ranging
(ranging from shcl f-reg istra tion of
shclf—rcgislrution of new shares
shares to "debt-conversion" ventures to
l0 "dcbt-convcrsion" alleviate the
to alleviate lhc eash-ílow burden
cash—l‘low burden
fro m older, qualify ing payables). Investment
from older, qualifying payables). Investment in in the
the Company's Stock Shares bears
bears significan!
significant risks,
risks. as
as well
“ell as
as signi fieant upside
significant
potential. The
potential. "Priee-Eam ings Ratio" for
'l‘hc "I’rice-ljarnings for publicly-trudcd
public ly-traded enterta imncnt stocks
entertainment stocks in ú1c Company's arca
in thc area o f ae
01' tivity results
activity res ul ts in
in an average
PIE rate
P/E rate o0ff 22-timcs.
ZZ-timcs. The current
current PIE
P/E ratio fo r Company's s(Hannover
ratio l’or House's) is
5(‘Hannovcr House's) is 5.8,
5.8. sugges ting ú1at
suggesting that the shares are
the shares currently trading
arc currently trading at
al
aa price
price that is undcrvalued
that is undervalued by factor 01
by aa factor · approximate ly 4-times
ot‘approximalely 4-times when compared to the industry
to the average.
industry average.
Trading
Trading volume in
in Company's
Company’s stock is aYerages
stock is averages approximatcly l ,5 10,000
approximately 1,5 shares per
10.000 shares pcr day, suggesting that
day. suggesting that investments
invcstments in the Company's
in the Company's
stock
stock may not be as
not be as eas ily or
easily or quickly
quickly resold as sorne
resold as some other stock offerings.
ot'tbrings.
Page l4
4 l
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4000206/hhse 110q0331
Oq0331201
201 4.htm 14/18
14/1 8
CERTIFICATION
I, Eric F.
1, Eric F. Parkinson certify that
Pankinsoh certify that
l.
1. I bave reviewed this
Ihave this annual
annual report
report ofHannover
of Hannover House,
House, Inc.;
Inc.;
2.
2. Based on my knowledge, thisthis report
xepon does notnot contain
contain any
any untrue
untrue statement
statement of aa material
mataial fa.et
fact or
or omit
omit to
to state
state a
a
material fact necessary
material fist necessary to
to make the
file statements
statements made,
made, in
in light
light oftbe circumstances under
ofthe circumstances under which
which such
such statements
summems
were not misleading with
were made, not respect to
wim rcspect to the
the period
pm‘od covered
covered by
by this
this rcport;
report;
3.
3. Based on my knowledge, the
the financial
financial statements,
statements, and other
other :financia!
financial information
information included
included in
in this
this report,
report, fuirly
fiifly
present in all material
in all material respects the :financia!
respects the financial condition, results of operations
condition, results operations and casb
cash flows
flows of
of thc
thc registrant
registrant as
as
04
oz and for,
for, the
the periods
periods presented
presented in
in this report;
this report;
4.
4. The registrant's
reg'stmnt’s other
other certifying oficer and II are
certifying officer arc responsible
responsible for establishing and maintaining
for establishing maiIMim'ng disclosure
disclosure
controls procedurw (as
connols and procedures (as deñned
defined in
in Excbangc
Exchange Act Rules 13a-15(e)
l3a—15(e) and 15d-15{e))
15d—15(e)) and interna!
intemal control
control over
over
financial reporting (as defined in Excbange Act Rules 13a-15(f)
financial reporting (as defined in Exchange Act Rules 1311-150) and 15d-15(f)) for the registrant
15d-15(t)) for the regisuant and have:
have:
(a)
(a) Designed
Dcsiped sucb
such disclosure
disclosme controls
connols and
and procedurcs,
procedures, or
or caused
caused such
such disclosure
disclosure controls procedures to
conuols and procedures to be
be
designed under
dmigned under our
our supervision,
supervision, to
to cnsure
ensure tbat
that material
nntcrial information relating to
information relating to the
the registrant, including its
my’strant, including its
consolidated subsidiaries, is
consolidated subsidiarles, to us
is made known to us by others within
by otbers within those
those entities,
entities, particularly
particularly during thc
the period
period in
in
which this
wbich report is
mis report is being
being prepared;
prepared;
(b)
(b) Designed
Designed such
such intemal
internal control
control over
over financial
financial reporting, or caused such interna}
reporting, or internal control
conuol over financial
financial
rcporting
rcporfing to
to be
be designed under our
dcsigcd under supervision, to
our supervision, provide reasonable
to provide reasonable assurancc
assurance regarding the
the reliability
reliability of
financia!
financial reporting
reporting arid
and thc
the preparation
preparation of
of financial
financial statements
statements for
for extemal
external purposes inin accordance with
with
generally accepted accowtting
generally accepted accounting principies;
principles;
· (e)
'
Evaluated the effectiveness ofthc rcgistrant's disclosurc controls and procedures and presented in
(c) Evaluated the efi'ocfivcnms of the registrant’s disclosure controls
in tbis
this report
report
our conclusions
our conclusions about
about tbe
the effectiveness
cfi‘ocfivcnms of the
the disclosurc
disclosure controls
commls and procedurcs,
procedures, as
as of thc
fl1c end of tbe
the period
covercd
covered by
by this
this rcport based on such evaluation;
report based evaluation; and
(d) Disclosed in
(d) Disclosed in tbis
this report
report any change in
any change in the
the registrant's
registrant's interna!
intemal control
control over financia!
financial reporting
mporu‘ng that
that occurred
during
during the
the registrant'
registrant’ss most
most recent
recent fiscal
fiscal quarter
quarter (the
(the registrant's
registrant’s fourth
fomth fiscal
fiscal quarter in the case of an annual
report) that has
report) that has materially
materially affected,
afi‘ected, or
or is
is reasonably
reasonably likely
likely to
to materially
materially affect, me registrant's
afi'cct, tbc reg’shant’s internal
internal c~ntrol
comm!
over financia!
over financial reporting;
reporting; and
5.
5. The
The registrant's
registrant's other
other certifying ofiicer and
certifying officer and II have
have disclosed, based on our most recent
discloséd, based recent evaluation of interna!
internal
directors
directors (or
(or persons
persons performing
pcrforming tbe
the equivalent
equivalent function):
function):
in
in the
the registrant'
reg'st‘am'ss internal control over
internal control ova financial
financial rcporting.
rcpmfing.
Date:
Date: November 15,
15, 2016
H.annover
Hannover Housc,
House, Inc
Inc
By:
By: Is/
ls/ Eric
Eric F.
F. Parkinson
Eric
Eric F.
F. Parkinson
Parkinson
Chairman
Chairman Chicf
Chief Executive
Exccufivc Officer
05cc:
23
ORIGIN -- 1027
EXHIBIT
1-G
1 -G
M17
1/Yl017
(::Jle».;o Mom
More mm
Next Blog»
M
HHSE lnvestor Relalions
Rddors
Game Blog
Create Blog Slgn
Slgn In
In
HHSE lnvestor
Investor Reiations
Relations
Welcome to
Welcome he Hannover
to lthe Hannover House lnvestor
Investor Relations
Relations Blog
Blog
Friday, Oecember
Frlday, December 30,
30, 2016
Big
Blg IMPACT for Into 2017 1
for HHSE /I MEDALLION golng lnto l
MMSEFW
Gl1letlngs HHSE Frlends &
bIWATWAYtomdmmmdmbumh
is
E Palms
Followera dwvlngn
e GREAT WAY to end 2016 and to leunch In
MIWON OOUAR Jeruary of New Ralease sales & Shlpments
-havlng a MluJONDOuARJumdeewRdamosdeaGShlanun
to 20171 Thanks pñmar!ly
lnto201'n stmng mhrwppon
to the strong
pflmarflytome retailer support for LOST
forLosT
IN THE
IN PACIF1C, as
TIE PAaFlc. as wall u
well as fur
for PALI HNOSAURS OF THE JURASSIC
PAL! ROAD, DINOSAURS agreements. HHSE /I
Nelflix agreements,
JURABSIC and Netflbt
MedalUon wUI
Medalllon post a $1-mm
wlll post 51-min month
(north In
In January,
Jmuary. 2017.
I! \\\u\ 1:1:
WatchforLOS‘l'lNTHE PACIFIC at
Watch for LOST IN THE PACJFIC ALL majar
3A“. Walmart, Target,
accounts: Walmart.
majoraccourls: Tatum. Best Buy, REDBOX Klosks
Best Buy, Kiosks and via
via Hill \I
NETFUX.
NETFUX. PAU mow
PAL! ROAD Is In fuU release
lnfw at Best Buy,
rdeanmfieat and llmfted release at Walmart; sarne
Buy. andefladmlemeatvwman; far DINOSAURS OF
sarneforDlNOSAURs 0F
THE
11E JURASSIC. Natfllx Ms
JURASSIC. Netflix has licensed
licensed LOST IN IN THE PACIAC
PAGFIC and PAU PAL! ROAD farfar subscrfptlon vldeo<>n-
subscription vldeoon-
Mm...
demand streamlng... so we're
demand definltely hitting
we're defloltely hlttlng Into u a Ml
lnto 2017 al full auntie
throttle speed]
speedl
Blog Archlve
Archive
M&HappyNWYcarfmmi-IHSEI
Cheen; & Happy New Year from HHSEI
v
~ (89)
2016 (89)
~
Y December (2)
UPDATE (Sunday,
(Sunday, Jan.
Jan. 1,1, 2017)-As
201 7) As a holiday
holiday THANKS to
- to our loyal
loyal (2)
BlglMPACT
Big IMPACT
shareholders,
shareholders, HHSE will
will send a
a FREE, Fully
Fully Packaged (Consumer Edition) DVD
for HHSE/
forHHSE/
of "LOST IN
of IN THE PACIFIC"
PACIFIC“ to to the first fifty
the first fifty (50)
(50) shareholder's responding to:
to: MEDALLION
going into
into
HannoverPR@aol.oom. Be sure
HannoverPR@aol.com. sure to
to lnclude
Include your
your full
full name and mailing address to
mailing address to
2017 ! I
receive this
receive this Happy New Year /l THANKS gift!
gifl!
Happy
Hoíldays
Holidays to
to
ali
an HHSE
....b
Friends &
Fríends a
Followersl
Followers!
pA:...;____.
I
‘
I
[VIEIMIM E"
:gL.9;S _!
rrrgr November (4)
November(4)
.
> October
.... (15)
October(15)
> September
.... Septembar (3)
(3)
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.... (12)
Augustuz)
b July
.... (8)
July(8)
b June (11)
,,.. (11)
U >
.... May (7)
(7)
>2.
.
> Apnm)
.... April (4)
3|:JI3
>
.... March (7)
(7)
D February
,,.. February(4)(4)
,
> January
.... January (12)
(12)
l}
> 2015 (135)
.... (135)
p 2012 (16)
.... (1e)
Poem
Posted by at 11:19 AM
by HHSE at 1
[en g
Mmmmmswe
~t J Recommend thls 011 Google Links
Hannove
Hannoverr House
Hausa
Follow
F°"°W by
by Emall
Ema"
Happy
Happy Holldays
Holidays to all HHSE Friends & Followers!
to all Followersl
ORIGIN -- 11'
11. 3
mewmm
htl¡rJ,tiannoverhousemovles.blogspot.com/
"n
1/A
M17
1ty¿()17 HHSE lnvesta
Invader Relatloos
Rama:
(Thesday, Dec.
(Tuesday, Dec. 20,
20, 10:00 Midrunepemeflngs
pm Cenlm/
10:00pm 1ime) - GreeUngs HHSE Friends - as we hit the last half of a shortened
Fflends-ummflwlaathalfofaamnened
mai address...
~mail_ addmss... Sui>on:
Su‘mn:
hdtdaymek-mmmapedodofmmmhmchnnosiofunEntaMmmlmhywme
holíday week - and going into a period of about two weeks In whlch most of the Entertainment lndusby co,porate
offices go qulet - we wanted to thank ali of our Longs and Frlends for theír support of Hannover House over thls
offimgom—mmmlothankaflofourmngsandFrlendsfoerauppwtofl-lannaverHousewarthls l
WYWWfamnyofmbacksmzom
past year, and far many of you. back slnce 2010.
Some have
Sorne have asked íf if the publlcation
plulcafion of our Form
o! our Fatm 1 OReglstrallon
10 Raglamuon will be a
will be a "Chr1stmas Pment' fer
'Chrlatmaa Present• for the
the
sz-Imuywmmmmmofllwnwmmmm
Shareholders - lmplying that thls seminal corporate fillng it will be released thís week. To these enthusiasts, we
Tothoseemhuslasb. wa
mmmflm'mfwaredefiMdyNOTMeaslmthean
must 10mm,
report that •no,• we are definltely NOT releeslng the Form 10 thís week, dueto the recommendatlon that the
duatolhoracaumendaflmflmflle
aw
audit portlon
portion of the fllíngs
fillngs ínclude
lndude the
the currerrt
current calendar
calendar year,
year. endíng 1261-2016. lt
ending 12-31-2016. It would be ímpossíble
woud be Impossible under
GAAP. precedents
G.A.A.P. precedents to Mm
ta release a
a year-end
yew-md audít
audit before
bsfom ttie
the appfícable
applicable per1od
period actually
actufly ended.
ended.
under
To the other shareholders that more realfstlcally ask "when,• we must say that there will be no delay on any of
TothedhershamhddetsMmeraausflcalyask'wmn,'mmmtsaythatthmMIbenodelaynnanyof
tha key principala to make
mekfiypflndpdata thls the priorlty project fer the initlal waeks of the New Year (2017). The written and
makemsmapdomypmlactfurmaidflalwaakaofflmNouYea-(ZMT).Thamfltmand
wschsuapaumaadmymwwmwsmmcomd,mwmmmmm
disclosure portlons are already drafted and revíewed by Securflies Counsel, and the prior comments received
from
1mm the S.E.c. oo
tho S.E.C. the Form 10 fifíng
oaths made laat year, have
tllngmadelutyear. been fully addressad
haveboonfdly addressed and
and lncorporatad
tnoomomtad lnto the flllng.
Into the flung.
TheleralyVahmflmbsuaammwmsdved,mmmmauebItnNWaumMichwmmmm
The Ubrary Valuatlon lssues are now resolved, and the remainlng lssue Is the 2016 audit, whlch wm commence
during the first week of January, and wm go extremely fast due to the rovlew of prior years and first three quarters
dumgtmmstwadrouamy.arudvdlgommelyfastduatomemhwduloryoarsmdfimmwers
of
01 2016.
201B.
WalikatobemspedflaHmvmmbdleveMMlesm
We would Hke to be more specffic. However, we belíeve that our advlsors have a strategy that wi11 pul an end to
Invasshntegythatwmputanendh
the clownlsh shenanlgans
theolownlsh shenanigans ofof outs!de trade-manlpulators that
oubldehado—mmlpwators that have artiflclally impactad (down)
have mthlallyimpactad the stock price
(downwwstock ...
and
actívíty.
ocMy. Accordlngly, further lnformation on the Form 10
Amdngly. ifIffufllerflonnatlononthean
mwmmmmmmmlmuw
specffics can be safely publíshed In the next few
1OspacMGscanbosafdypwnshedhthenemfew
prion...
we trust that thls plan w,11 wori< to restore the PPS and revitalfze shareholder enthl!Siasm and new lnvestor
aflmmtflfiflflsflmwllwklamstomthePPSand
n00...-
lnmnewa-flntutwmmmLAd'CHOSEN'
In other news - the test openlng In LA. of "CHOSEN" (starrfng HaNey Keitel) last weekend was qu!et succe.ssful,
(slanhlgHarveyKeltaolastmkendwasquetsucceasfu.
and thís will enable the mm to be axpanded to a greater level on January 20th. Although
mdnflswfllwahlemsfllmtobsexpmdedtoagtamulevelmhnwym the auditorfums at the
Mhoughtheaudflorlumsattho
Laemmle's
Laemmle‘s Town
Tum Center
Centers5 In
In Encino,
Enclno. CA are not large, we sold
OAalanoName, cold out all three
out sil three evenlng
evening shows,
shows. whích
whlch over-performad
ovenpedormed
the film's expectations by 50%.
thaflOmSexpecMombysms.
Upcomíng
Upcoming theatrlcal
theatrical releaee
Mess: markets lnciude NY,
madam lnclude NY. Chlcago,
Chime. Philadelphla,
Philadelphia, Dallas-Ft.
Dauaa-Ft. Worth,
Wodh. Atlante,
Atlanta. Phoenix,
Phoenix. San
Francisco, mm,
Francisco. Houston, Miaml-Fl Lmdm,
Mlaml-Fl. Lauderdale, Tampa-Sl
Tampa-SL Petersburg,
Petalsbum, Orlando,
Odmdo. SeatUe-Tacoma,
Seatle-Taooma, Portland,
Porflmd. Denver,
Dame,
Kmsas City,
Kansas Snowman. San
City. Sacramento, San Diego,
Diego. Char1otte,
Chadolte. Raleigh,
Raldgh. Nashville,
Nashville. Memphls,
Marnphls. Austln, Okiahoma Clty,
Ausfln. Oklahoma CRY.
mums.
Columbus, Cleveland
Gavelmd and and N.W.
N.W. Mansas.
Mamas.
Posled w a 8:09
Posth by HHSE at 8:09 PM 1G+t
I
6+1 Rocommend
Racommmd this on Google
Ihison Gougln
ORIGIN -- 1154
1154
WWMnflW
http:/hlamovertnJs~c7'ies.blogspot.com/ 6D
1M"
1/3f2017
W
HHSE lnvestor
[mesh Relalions
Rdafia‘s
Wednesday,
Wednesday. November 30,
30, 2016
2016
Wm
also be
added to
added February 'modulars'
the FebruBIY
to the Much Is
"modularsº (whlch alphabetically). whlch
whlch Is
Is the
(he ln-line
In4lne shelving,
shelving, organ/zed
wwlzed by by genre and a/phabetical/y),
game and ls
a
a separata
separate placement from fmm New Ralease
Release shelving
shelving oror New Release en<kaps.
New Release endcaps.
W
did Impact notable far stock
buyback opportunlties,
buy-back opputunlfias, es the Company has
as the Pm othE!IWise
otheiwlse managed lt's it's operatlons
operations andand payables
payabies through
through other
other cash
cash
flaw means.
flow moans. lt Is also
It Is also notable
notafle that
that HHSE has no( nm lssued
Issued aa single
single share
sham of of stock
stock fnIn ovar
wera ayear (for any
year (far any purpose),
puzpose).
and that
and that the two principal
the two principal managers (Parl<inson
(Parkinson anif Shelia) have
and Shelt9) have notnot sold any shares
sold any shares In In Uvee
three years.
years. AsAs aa non-
non-
reporting entJty,
reporting entity. HHSE is ls not
not required m file
required to file a Form
Fem: 8 regardlng
regarding the
the stock
stock buy-back
buy-back... •.• but we will
but wa will dlsclose
disclose thls
thla In
In
our
our upcomfng year-Md fillngs
upcoming year-end fillnga end
and the
the Form
Form 1010 regfstratlon.
registratlon.
W
settlement
tenns.
terms. As a procedural
pmoedmal matter.
matter. the October
Odober 20 hearing was reschedufed,
heating was mchaduled. with the expectallon
with the that e
mpectallon that a formalfzed
formalized
settfement wlU be
settlement will be filad
filed well
wall befare
before the court's next
the court's next available
available hearing
hearing date.
data Wlth
With respect
respect to JSJ -- a
to JSJ a settlement
settlement
based on the actual
actual value of the notes plus
plus the
the maxlmum
maximum allowable
anwable lnterest
interest is
ta being
balng completed
comdeted and wiU be
and wm be flled
med
wlth
with the
[ha appropriate courts. Regardlng the the ·o.e. Photographer’s Case" -the
"D.C. Photographer's court has
due court has extended
extended untll Dec. 15
unfll Dec. 15 the
the
opponumty for
opportunlty for HHSE to flle rnofion for
file a motion for dismlssal
dismissal ofof the
the matter,
matter. whlch Is belng
whlch ls being accompanlad
accompafled withwflh a a payment
payment ofo!
$1,000
$1.000 forthe
for the woric-for-hlre servlcas rendered.
woflofot-hlra servlces mdemd.
Posted
903‘“ by a 6:44
by HHSE et 6144 PM
I
6+1 H-mmmnn Imam. Gcnqw
Standard Registrar
Registrar
Al the
A! the raques!
request of
of a vatiety
variety of shareholders,
shareholders, we canm
can conflrm 1m there
confirm that meta Is
Is NO stock fssuanca actlvity
stock issuance activity whatsoever
whatsoever
to
to create
create eddítlonal sham or
additions! shat8S or dilutfon
dfluum in fn HHSE. The company
company has
has NOT lssued
Issued eny
any new
new shares,
shares, the
the company
company has
has
NO PLANS to Issue new ~hares,
to lssue shares. end
and NO previoosly
pmlously "restricted"
'resmcted" shares
shares have
have "come off“ restriction.
"coma off" restriction The
The stock
stock
swam has
structure has not
not changad
changed in ovar aa year.
in over year.
Thanksl
Thanksl
Re:
Re: TA Thu,
Thu, Nov 17,
17, 2016
201s 11:52
11:52 am
From
From
Harri" 11my@standardreglstrar.com
Amy MerrlU amyaamndmdraglshmom hfde
hlda details
deans
To
To Erlc: Parklmon hannoverhouse@aol.com
Erlc Parldnson hannnvamouseQaalmm
Eric,
Eric.
We have not
not had any 1'8Cent transactions
any moan! transactions that would changa
that would charge the
me float.
float.
ORIGIN -_ 1155
1155
Imlnmmmanavieauogspozm
http://hamoverhousemovies.blogspot.com/ ""º
W7
1/l'2017 lnvm ReJalions
HHSE lnvestor Rdafiom
Thankyou,
Thank you,
AmyMerrill
Amy Memu
'):id:slglmg1@37~1~72611-0bd0dfObbf5~·.¡f20bS44'
A’Zfifiifiiéfiéifififéfiéfifié.é'lbéfii .
·--··...-- ··-.. ·--·- .. -- ---.. -·--··--·--·-.... ·-· ---·-
WE’RE MOVING
WE'RE
November 21, 21, 2016
2016
We will
Will be in
in our
our new office
office
South -— Suite
440 East 400 South Suite 200
200
Salt
Salt Lake City,
City, UT 84111
841 11
by HHSE at
Posted by a1 10:10
10:10 AM
1G+~.
6&1 Recommend thls on Google
Recommendlhlson Geode
Tuasday,
Tuesday, November B.
B. 2016
2016
Ongoing lndustry
Industry Coverage of
of HHSE ventures.
ventures.
today's AFM Screen
From today's Sateen Daily;
Dally;
http://m.screendally.com/5111138.articJe
Mtpd/m.screendally.con1l5111138.nrticle
In current DVD
ln other
other news
news -- Move lnto
Into executive office
ofiice suites
suites is
ls 80% complete;
comple1e; Walmart
Walman sales
sales on
on five
five current tltles Is
DVD titles ls
Posted
Posted by
by HHSE at
a! 10:16
10:16 AM !<;.J
6+1 · Recommend thls on Google
this nn Google
Tuesday. November 1,
Tuesday, 1. 2016
201 6
of the Thursday.
Par1dllSon
Parkinson and Shefte
Shefle both
both wish they
they could say "wef/
could say miss the
'wafl miss the Springdale mmhouse off/ces,'
Splingdale warahouse afilces.‘ but
but as
as publlc
pubuc
officers. we ara
company officers, era required
mquirod to truthful at
to be truthful at ali
all times,
times, even
even InIn polite
polite clrcumstances.
circumstances. Frankly,
Frankly. the
the lnvasion
Invasion
df 19
of raccoons 2-years
19 raccoons 2—years ago,
ago. left
Iefl a lingering
llngedng "tang•
“tang' to
to the
the warehouse
warehouse alr alr -
- and these
and these old
old offices
offices were
were never
never nice
enough
enough to
Mark
ta Invite
invite VIP
Pari<lnson.
Malk Parklnson.
VIP guests,
guests. program
pmgram supPlfe,s,
suppnets. celebrities,
celebrmes, or or even
even Palklnson's
Parklnsonb bruther,
blather, formar
former Kansas c
nice
Kansas Govemor
hemor
When the
When the opportunlty
oppottunlty to relocate
telocale !he
the warehousfng
warehousing was presentad,
presented, thls
lhls opened
opened up
up the
the chance
chance to
to have
have top
top quality
quality
execut/ve offices,
executive offices. no raccoons,
Iacooons. and a far
far better
better Jocatlon.
location. Changa
Change can
can bebe very good. Onward,
very good. Onward. HHSEI
HHSE!
Selecfed
Selected Photr:MI
Phelps of soma of
olsoma o! the
flue new offices:
oMces:
ORIGIN -- 1156
1156
http://hannoverhousemovles.blogspot.com/
WMnnaveranemwlesuogpotcu-n/ no
Ato
W7
1/Y.2017 Rum
[mash R4llaticns
HHSE lnvestor
Accountlng Office
ORIGIN -- 1157
ttW/hmmnwleSHngotooml
http://hannoverhousaTirNles.tiogspot.com/
m
1W7
1/l/2017 [mm
HHSE lnvestor Rdaflw
Relalions
Executive Sum#11
ExacufiVa Suite#
Executfve Suite # 2
ExecMVeSdb¥2
ORIGIN -- 1158
9-
º"'
hltp://hamovertnisemovles.tlogspotcan/
Mp‘lnmmurumwleaflngpotcmll
M17
1/.Y2017 W
HHSE lnvestor Relallons
Rdaflas
Restrooms /I Kitchen
latchen Facllltles
Faculties
Posted
Postsd by fl 10:09
by HHSE at 10:09 AM 1~
GO! Reco,;mend
Recommmd thls on Google
thlson Good:
HH Files
Files Disciplinary
Disciplinary Action agalnst
against "Amityville"
"Amltyville' attorney
attorney
DeaHFBEFflads&Foum—lmwmtaneysmmiderad'm“dmmIndamtewhadto
Dear HHSE Frfends & Followe,s - llcensed attomeys are considerad "officera of the court• and are rec¡ulred to
uphold
undamaoodeufeordudmdaflics. lnmmtm.mmmmoy(eamelmrm
to a code of conduct and ethlcs. In two recent lnstances, attomey Austln Easfey (counse/ for AmltyviUe
MMWMMJW.WdWWWNWHWanm
Asylum) HamerHouselmcommdeepmy
has vlolated these foundatlonal principies. Accord~y. Hannover
Asylun)lasviolatsdmesefumdauondpdrup|ee.AcwWy. House has contactad the Deputy
Director of the Arf<ensas Judiclary, Offlce of Professlooal Conduct and reglstered a fomlal complaint.
lnmomostmeamnmama.MnEstlndudedfdnsldmmamnfiflm-aayhummmmerme
In the most recent lnstance, Mr. Easley lncluded false statements In a court fillng - saylng that Hannover House
hed "threatenect• bankruptcy, a nd that thls was the motlvating factor to them pursulng e clvll lawsult. Thls
MdWaned'bankmptcy.andthatflflsmmanmflvaflngfactortoflwnpummngaclvllawsm Is an
Thlsisan
mimosMamsntmhmdmImammlhwwve'rbmeMsnevernmedbmknmtcymmmmm
untrue statement 'hith malíclous lntent, as Hannover House has never threatened bankruptcy, and has In fact
that such an actlon Is not only unnecessary but funcllonally lmµossible to lmpose due to the
demonsmedechmactlonlanotuflymmcesauymhmcumanylmposslblatoknpouduemme
demonstrated
shudumofhowasselsaasmad.Itmwtwhlmdmwsmhaflaaflymm
structure of how assets are secure,d. lt would appear that the lntent of maklng such a blatantly untrue statament
In
lnaeounmlngwasplamedbyMr. Emleylogdnmfalradvmgelnuwcivlsunandlosmsm
a court fíling was planned by Mr. Easley to gain unfalr edvantage ln !he civil suit and to sabotage shareholder
enthusiasm h
enthuslasm In Hannover House.
Home.
Them
The amount dueto Amityvílle Asylum Is
duetoAmlvalllo less than
la lees flan $18,000- and we hed begun meking
$18,000-andwahadbegun mddnn monthly
monthly installments
Installment: prior
prior
to their fillng of a lawsult. lf
tommlrudalawsult. Hannover House were able to pay full pay off neerfy $400,000 each to TCA and to
lmenoverHomemaflntopayfullpayofinenflyflOODOOeachloTCAmdto
Fantastic 'bmkmncyfflunmeamnmetomnyvflebympaflsmls
Films wlthout filing "bankruptcy,
FantasticFflmswlthotIMng • then the amount dueto AmityviTie by comparison Is lns lgnificant...
Insignificant.
and the claim made by Mr. Easley
anathecwmmadebyMr. is absurd and laughable. Amityville's
Eausylaabsutdmdlmgmhle. Amnyvllla‘a royaJUes
royalties would have been FULLY PAID
muldtnvobeenFULLYPAlD
ofimmflsagomflwndfledammchscledlostopwmmwmtaflmmanophbn.flislsa
off months ago had they not flled e lawsuit, which acted to stop our monthly lnstallments. In our oplnlon, this is a
nulsance mm. M
mlsmee lawsult, that seems
scans to lo be benefitlng ONLY
bebeneflfim OM.Y Mr. Easley's billlngs.
Mr. Emleyb blllngs.
WomllnfonnourmatahddemdnowtheWoedPMusWCafluctelectstodsalwmflhesawse
We v.;11 rntorm our shareholders of how the Office of Professlonal Conduct elects to deal with these false
statements
statmamsmadobymade by Easley.
EasIay. ORIGIN -- 1159
mmmmmgfloppdwml
http:/Jhanno,,.tef'housemOYies .blogspot.ccrn/ 7m
7/D
1W7
1/3/2017 HHSE lnvestor
lnvestu Relations
Ralafims
POSM by
Postecl by HHSE at
at 11 :07 AM
‘11207
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mums
11/17/2016 v
f' Imam Relations
HHSE lnvesta Relaxing
t
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HHSE lnvestor
Investor Relations
Relations
Weicome Io !he
Wsicama 1'.> the Hannm1er
Hannovu House ln11estor
Investor Relations Biog
Relmions Bing
Standard Registrar
Standard
At the request el a variety of shareholders, we can confirm that them Is NO stock lssuance activity whatsoever
Mmmldavaddyafshmemldas.wacmcmfinnmvmlsNOstoeklsausweacfivRymtsoever
to create
to addflonal shares
create addltlonal or dílulion In
shame ordnution company has
In HHSE. The compmy has NOT lssued
Issued any
any new shares,
sham, the the company has
company has
NO PLANS to to lssue shares, and
Issue new shame. and NO previously
previously •restricted"
'mtricted' shares
sham have
have •come off" restriction.
'come off The stock
restriction. The stock
structure has not changad In overa year.
structuahasnotdwmgedlnoverayaar.
ll \.\\(.)\ FR
Thanksl
Thanks! llUl'Sl'
Re:TA
Re: TA Thu. 17. zma
Thu, Nov 17, 2.016 11:52
«:52 am
...
From
From
Bl og Archive
Blog
Amy MerrlD amymmmmwom
uorrm amy@standardregls1rar.com hldedelails
hlde denfls
V 2016 (86)
'Y (86)
To
To Eric Puklmon hannoverhouse@aol.com
Eric Parklnson hannmrhauseanme
V November (3)
'Y (3)
Eric,
Eric, Standard
Standard
Registrar
Registrar
have not had any recent tnmsactions that would changa the float.
Wehwendhadmymcanmacflumsfluwodddmgetmfloat
We
Ongoing
lndustry
Industry
Thankyou,
Thank you. Coverage of
of
AmyMerrill
Amy Merrill HHSE
ventures.
ventures.
i;):id:siglmg1@37a1cc726110bd0df0bbf5ca1f20b544.
Eiygawgaalfii’fl‘MME-amfl
The day
day
before the
before the
WE’RE
WE'RE MOVING blg
blg mover
move!
July (8)
Ju|y(8)
...>
East 400 South -— Suite
June (11)
440 East
440 Suite 200 ....b
June(11)
May (7)
May(7)
...> Aprll (4)
Salt Lake City, UT 84111
Salt Lake'City, b
..,.
April
March
(4)
(7)
March(7)
....> February (4)
Febmary(4)
> January
..,. (12)
January(12)
Posted by
Posted by HHSE at
at 10:10
10:10 AM 1601
G+l . mm on
Recommend thls on Google
Gouge
‘
November B,
Tuesday, November
Tuesday, 8. 2016
...> 2013(95)
2013 (95)
....> 2012 (16)
2012(16)
Ongolng
Ongoing lndustry
Industry Coverage of HHSE ventures.
From today's AFM Screen
From today‘s Daily;
Screen My;
Links
http://m.screendally.com/5111138.artlcle
hflpdlm.scteendafly.coml5111138.anlcla
Hannover House
House
In othar
In news -- Move lnto
othernows executlve office
Imo executive gums Is
office ~uites ls 80% complete;
complete; Walmarg sales on
Walma~ sales five current
an five current DVD titles
titles Is
is
Posted by HHSE al
Posted by 10:16 AM
at 10:16 10-.1
6.1 · Recommend thls Googlc
nus on Googte
jEmau
mall addresORI(UN1il
addresoRIGmm 11 11 1
fl Wx
:—
Mpzl/rarwermwublofipotmil
http://hannoverhousemovies.blogspct.can/
w
11/17/2016
11/17m18 HHSE lnvestor
[mesh Relations
Radars Jr
‘
Tuesday,
Tuesfiay. November 1,
1. 2016
The
Thé day
day before
before the
the big
big movel
move!
Good marnlng
Good momlng HHSE Friends
Friends &B. Followers
Follows: -- As dlsclosed
asclased prevlously,
pfwlously. Hannover
Hannaver House Is ls moving
moving our
our executlve
oxecuflve
omces to 300
oflloas to 300 N.
N. Cdlege
Cdlsge In Fayettevule. We have taken
In Fayettevllle. takm approxlmately
appmadnmdy halí of the
half of top floor
the top penthotse leve!,
floor penthouse level.
adJacent
aqacent toto Buffer
Buflw Broadcastlng
Bmdcasflm CenterCenter (top
(top rated
rated local
local radio
ado ststlon operators), and
stdlan operators), and have
have te111flc
terrific vlews
views of
d!
'
Fayettevflle,
Fayettevm, the tho Uníversity
Udvatslty and thetho Dlckson St. Entertainment
Dickson St. Enishinmant conidor,
corridor. visible from both
vistas from both Fred
Fwd Shefte's
Shane's and
and Eric
Eric
Parkinson‘s offices.
Parkínson's offices. The palntíng
palmlng Isls complete,
complete. and
and !he
tho carpe!
carpet cfeane,s
cleaners are
are busy
busy at wont. The
at Yo/Olk. The blg
big fumiture
fumltum move
mave Isls
Pandnson and Shefte both wish they could say "weT/ mis:¡ the Sprlngdale W8!8house offices," but as public
Parklmonardsmbothwishmeywidsay'wa1lmlssthe8prlngdalsmmafllces.'bmaspubflc
company officers,
company offices. we are
am requlred
mqulmd to to be (MW
be truthful et
a! ali
all times,
times, even In
In pollte
poms cín;urnstances.
cllcumsmmes. Frankly,
Frankly, the
the lnvaslon
(maston
of 19
of 18 raccoons
raccoons 2-years
Z-yeaas ego,
ago. left
Ian ea lingering
fingering •tang"
'tang‘ to
to the warehouse alr
the warehouse - and
alr- and these
these old offices were
old offices ware nevar
never nice
nice
enough
enough to
to Invite
Invite VIP
VIP guests,
guests. program
program suppllera,
umpflm. celebrities,
oelsbrlties, ar
or even Parkinsons brother,
even Paoonson's former !<ansas
bmher. fom,er Kansas Govemor
Matk Pati<lnson.
Mark Paddlsm
\Nhen
When the
the opportunlty to relocate
opportunity to mlocato the
the warehouslng
wahmslng was presente<!,
presented, thfs
this opened
opened up
up the
me chance
chance to
lo have top
lop quallty
quality
execullve
uecuflva offlces,
offices. no mm.
no raccoons, anda
and a far
far better
hater locatlon.
loaders. Changa can be very
Charge can vary good.
good. Onward,
Onward, HHSEI
SMPIMM alum.
Se/ocfecl Photos of um
some of mono“:
the naw offlces:
HHSE
l-l-BE Offices,
Oflkes. Top
Top Floor, Packs VVindows
Western Faclng
Float, Western Windows
ORIGIN -- 1162
...
htlp:litiannoYerhousemovies.blogspotcan/
Wllrmaszemaviesuoppdomx/
'
11/17/2016
11/17m16 (... HHSE lnvmh'
lnvestor Relations
Rdafiom
(
Accountlng Office
Executive Sum
Executive Suite # 11
ORIGIN -- 1163
an
Wmmweeuampdwnl
http://hannoverhousmlovies.blogspct.com/
HHSE lnvasta Relalions
Huseuwem Ramona
mums
11/17!2016 .
(’
Tadlflad Servfces
Technlcal Satvices Offlce
Office
Execuflvo Sdb
Executive Suite#
32
ORIGIN -- 1164
.,..
AH
wvmflnmonesuml
http:J/hanrolertn.isemc:Nies.t:logspot.oom/
11/17/2016
11’17m16
HHSE lnvm
fnvesta Relatioos
Rdflfius
{
Posted by
by HHSE 8!
at 10:09
10:09 AM j Gd
G+! Recommend this on
Reoomend this
l
on Google
Gaogle
Monday,
Monday. October 31,
31,. 2016
In the
In the most recent fnstance,
most recent instance. Mr.
Mr. Easley included false statements
Included false statemems in in a
a court
cum filing
filing -- saying
saying that
that Hannover
Hannover House
House
had
had "1hraatened"
"lhreataned' bankruptcy,
bankmptcy. and that this was the
that thls the motivating factor to
motivating factor to them
them pursulng
pursuing a a civil
civil lawsuit.
lawsuit. Thls
This is an
is an
untrue
unlme statement wlth with malicious fntent. as
mallcfous intent, as Hannover
Hannover House has never
House has never threatened bankruptcy, and
threatened bankruptcy. has In fact
and Ins In fact
demonstrated that such an acilon
demonstrated is no! oniy
only unnecessary
unnecessary but
hm funcilonaUy
functionally impossible
Impossible to to lmpose
salon is Impose dueto
due to the
the
structure of
structure securad. lt
of how assets are secured. n wouid appear that
would appear that the
the fnteot of making
Intent of making such
such a a blatantty
blatanfiy untrue
untrue stetement
statement
in
in aa court
court fillng was planned by
filing was by Mr. Euley to
Mr. Easley to gain
galn unfalr
unfair advantage
advantage In In the
the civil
civil suit
suit and
and to
Io sabotage
sabotage shareholder
shareholder
en1huslasm In
enthuslasm In Hannover
Hannover House.
House.
The
The emount
amount dueto
due to Amltyville
Amltyvflle Asylum Js
ls less
less than
than $18,000-
$18,000 - and
and we had
had begun
begun maklng
maklng monthly
monthly lnstallments
Installmenm prior
prior
to M a lawsult.
thelrfillng of
to thelrfillng lawsuit. lf
If Hannover House were able to
ware able pay fdl
to pay flAI pay off nearty
pay off $400,000 each
needy $400,000 each to TCA end
to TCA and toto
Fantastlc
Fantastic Fllms wnhaul filing
Films wlthout Ming "bankruptcy,
'bankruptcy.‘• than
lhen the emount due
the amount due to to Amltyville
Amltyville byby comparison
comparison isis Jnslgniflcanl ..
Insignificant...
me clalm
and the claim made by Mr.Mr. Easley
Easloy Is Bbswd and laughable.
Is absurd laughabie. Amityvílle's
Amityville‘s royaltles
loyalties would
would have
have been
been FULLY
FULLY PAJO
PAID
off months ago had they
aff mt filad
they not fllsd a lawsult,
lawsuit, which
which acted to stop
acted lo stop our
our monthly
monthly lnstallments.
Installments. In our opinlon,
In our opinion, this is a
this Is a
nuisance lawsult,
lawsuit. that
(hat seems tolo be
be benefitlng
bonafitlng ONLY Mr.Mr. Easley's
Easleyh billlngs.
billings.
statements
our shareholdera
stemmerws made by
shareholders of
by Easley.
Easley.
hm the
of how Office of
the Office m
of Professlonal Conduct elects
eesslonal mnduct eJects to deal with
to deal Mth these
these false
false
Posted by HHSE at
Posted by 11:07 AM
at 11:07 [611 l Recommend !hls on
l_G+! a
We
on Google
lhls
the
the past
past flve years. ll's
flv_e years. Il's a
a terriflc
tenmc action
action thr!ller,
thriller. 'Mlh
with a a hint
hint of Sclence—Flcflon (ala
a1 Sclence-Flctlon (ala "LO.S.
10.8.12T.j,
'9. outstanding
outstandlng
producilon values and a hlghly
pmductlon values highly talented
wanted lntematlonal
lntemaflonal cast! castl DVD and and BluRay
BluRay amare tracking
trecking neck-end-neck
neckend-neck In ln pre-
pm-
order
omar commltmentsl
commlmmtsi
Check out
cmck om the mrfm KEY ART
the powerfu1 ARf campaign that
that HHSE /l Medalllon
Medallion creatad for thls
created for W3 111ml
fllml
Go HHSE!!
HHSE”
ORIGIN -— 1165
WWManovlesuogspotcom/
htlp:/hlannoverhousem ovles.blogspot.oom/
11/17/2016
11/17m16 HHSE Jnvestor
lnvesh' Relations
Rdafias
(
g Lu «1n .-- m‘
ITHE H
DA “1‘ _‘_
Posted by HHSE at
Posted by at 10:24
10:24 AM j G+1
Gd Rmmmmdthls
Recommend thls on Google
Bow:
DC Photog Case
Friends &
Dear HHSE Friends Fdlawam -- The HHSE Motlon
a Followers to set
Motion to set asida
aslde !he Photogmphem case was
the DC Photographers was denled,
denied. Which
Mich
ms expected.
was Hmvet, we now
expected. However, have three avenues of
nowlwvothmo rellef. Flrst,
oflallef. First. our attomeys will
ourauomeys Mllflefile to describe !he amount
todescribathearnoum
due and the
the inappropriateness of the
lnspplwrlateness of the photographer's
photographorb actlons
actions to file a copyright
to file malatratlon wtthout
copydght reglstratlon without aulhority
authaity and
and
WmmflsaflerflwHHSEflntmeoopym
two+ lf that does not prevall, HHSE has a counter actlon to pursue
months after the HHSE firat use copyright. IfthatdoesmtprevalHHSEmsaowmeracflontopwsue
(for the same bade
(faiths munch“
basfs of unauthOlfzed copyright
cmyfimt filing); mu lastly,
film); and lastly. lf
fl necessary,
necessaty. under Arkansas Slster
under Arkansas Sister State
Slate
Judgment
judgment enforcemoot
enforcement laws, entire case can be re-0pened
lam, the entlre m-oponed andand adjudlcated hem lf
adjudknted here ll the
me plalntlff
plaintiff ever
aver tries to
tries (o
act1.1ally enforce
actuafly the j udgment. Meanwhlle,
an‘nmethejudgmem Meammlle. wewa have t endered the payment and
lnvolendemdthepaymenl and an additional stlpend
anaddflonal for legal
stlpetuforlegal
fees,
fees. and our
our counsel
counsd feels
feels thal
that HHSE hashas mulliple
mdtlple precedents
precedents 01 law on
of law on our
ow slde.
aide.
l[94‘
W
Posted by HHSE at
Posted by 10:24 AM
at 10:24 G+Í. Recommend thl s on
mus Google
anemia
Tuesday, owner
Tuesday, October 25,
25, 2016
To Be Clear ...
Clear...
1).
1). HANNOVER HOUSE has NOT requestedrequested or
or instructed
instructed Standard
Standard Registrar
Registrar to
to changa
change thelr poiicy of
their po!icy of ful!
full and
and
open dlsclosum of
open dlsclosure of our share
sham structure.
strum. The "TA'rA Is
ts NOT GAGGED"
GAGGED' as as !he
the phrase has been
phrase has been used
used InIn such
such ORIGIN -- 1166
1166
Wlnmmowablbgspatm/
http://hamoverhousemovies.bÍogspot.can/ m
5/31/2018
5/31/201 8 https:/~ .sec.gov/Archives/edgar/data/1069680/00014
https://www.sec,gov/Archivesledgar/data/1 712421400031
069680/0001 471 2421 400031 7/hhse 1Oq06302014.htm
7/hhse10q0630201 4.htm
This
This disclosure
disclosure statement contains ·'forward-look.ing
statement contains ‘1bnw‘ard-looking sla tements .. within
statements" “ilhin thc
lhc meaning of or the
the Private
Private Sccuri ties Litigation
Securities Li tigation Reform
Refom1 Act of of
1995.
I995. In In some
sorne cases
cases you
you can identil'y fo
can identify rward-looking statements
forward-looking statements by by terms such as
terms such as .. may .., “intend".
"may", ·'intcnd·', “will",
··will", ··could--,
“could", ·'would",
"would",
“expects", "“believe”,
"expects", believe", “estimate",
··estímate", oror the ncgativc o01'f these
the negative these 16mm,
terms, and similar
similar expressions intended to to identify fo rwa rd-looking
identify tbnvard-looking
statements. These fo
statements. rward-looking statements
fom'ard-Iooking statements reflect
ret'lccl our current
curren! \‘icws
\"Íews wiú1
with respcct to fu
respect l0 ture events
future eYents and areare based
based on asswnptions
assumptions and
are subject to
arc subject risks and
lo risks and uncertainties.
uncertainties. Also,
Also, thcse
these fo rward-looking slzllcmcnls
fonvurd-looking statements present
prescnt our estimatcs and assumptions
our estimates assumptions onlyonly as of the
as of the dale
dale
ooff this disclosure statement.
this disclosure statement. Except forror our
our ongoing obligation
obligation lo to disclosc material infomlation
disclose material informa tion as required by
as required by federal
federal securities laws,
securities laws,
we do not intend
d0 not intend tol0 update you conccming
concerning any any futurc re,·isions lo
future revisions to any fo rward-looking statements
any fonvard-looking statements to reflect events or
l0 reflect or circurnstances
circumstances
occ urring after
occurring after the
the date
date o
off this
this disclosure statement.
disclosure statement.
Actual results in
Actual results in the future could
the future could ddiffer
iffcr matcrially
materially and adversely
advcrsely fro m thosc
t‘rom those described in the
described in the forward-look.ing
lbm'urd-Iooking sta temcnts as
statements as aa result
result of01'
increased costs
increased for producing and marketing
costs for marketing fcature lilms, budget
feature films, budget overruns, limita tions imposed by
overruns, limitations by our
our credit faci lities,
credit facilities,
unpredictability o0ff Lhc
unpredictability ú1e commcrcial
commercial success o r our
01' our motion pictures
pictures and te lcvision programming,
television progrn mrning , the cost ooff defending
the cost dcfend ing oour
ur intellectual
intellectual
property, difficulties
property, difficulties in
in integrating
integrating acquircd busincsses. and
acquired businesses. and technological
lechnological changes
changes and oilier trends
zmd other trends affecting the enterta
affecting lhc inment
entertainment
industry.
indusln'.
l—- FLNANClAL
PART 1 FINANCIAL INFORMATION
Thc Company's Financial
The r inanc ial Sta tcmcnts fo
Statements forr the
the lhrce-month
iliree-monili period
pcri od ending June
June 30, 20 14
30, 20 14 are
arc conta ined within
contained the tbllowing
within the fo llowing pages.
pages. In
In
compliance
compliance with regulations goveming FORM lO-Q
regulations governing 10-Q rcports,
reports, the infom1ation contained
the information contained within
within these financ ia! statements
lhcsc financial statements is
is unaudited.
unaudi ted.
Additional disclosures
disclosures as are
are rcquired
required for Currcnt Reporting
l‘or Current Rcporting Status
Status “ith lhc Ore
with thc Markcts are
O'l'C Markets inc luded in
are included in this
this li ling.
filing.
-3-
https:/~ .sec.gov/Archives/edgar/data/1069680/00014
https://www.sec.gov/Archives/edga 7124214000317/hhse1
r/data/1 069680/0001 471 242 1 400031 7/hhse1 Oq06302014.htm
0q0630201 4.htm 4/18
4/1 8
U
.... ___ -.--.uuuw 1 '""~
-_ - - --~-·-- .. uv.u ... a... w nu nwmover
"1w house I Home Media Magazine
nannover ttouse |
Page 11 of
°f 55
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\C)
1168
.....
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H e,
.‘
own n nu
~
ORIGIN
’UIGH'AL HE!
0a mumm-M,
Now
x
A
L- ‘ “W ”‘Hlv Hun:
HOMEMEDIA
HOMEMEDM
M ,\ ..; ,,. -· 1 h; t
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?,
La.
DIGITAL EDITION
Cinedigm lnks
Inks Distribution
- - ,.,_
Distribution Pact
Pact With Hannover House
12 May,
By:
May. 2016
8y: Erík
Erik Gruenwedel
Gruenwedel
~ 3Speoplelfltamlsjemeflrsmtyourfdenda.
i.D ' 1 •• / •
~
- •.
\1 .•,
a
people llke thls. Be the flrst of your friends.
!
,·. "'
.,.
~
.,... 1
Cinedigm May 12 announced it
Cinedigm
Hannover House's
House's releasing
it has entered
releasing unit,
entered into
unit, Medallion
into a
a multiyear
multiyear deal
Medallion Releasing,
Releasing, to
deal with
with
to distribute
distribute the
¡
.'\
:¡_ -
""
.....
.
\'!
[ffl]
the
latter's ndle DVDs -and
lamrs 1Indie and Blu-ray
Blu-ray D1sc
Dtsc titles
titles
-· ·---- -·
·,. - ..
Cinedigm's
Cinedigm' s distribution
dishibution agreements include most of
Include most of the
the mass-merchant
massmerchant and and
......
- ··
- big-box
bIg-box retailers
stare
retailers such
Sam’ s Club.
Sam's Club. In
sud: as Walmart,
In addition,
Walman. Kmart,
Kmart. Target,
addm’on. Cinedigm will
store merchandising strategies
Target, Costeo,
will assist
assist wlth
shategies and consumer
Costco Best
Best Buy
with production
Buy and
and
produch'on sollcitation,
consumer marketing
solicihtlon. in-
matkefing related
related to
to store
store
in-
HANNOVE n
HANNOVER
HOU8E
HOUSE
CLICK HERE TO
l
eTHE
T READ
fgfiE-rzfisnosgsé
LATEST ISSUE
COVERJMOVER
COVER-TO-COVER
D
placement
plawment support.
"Hannover
support
that
to recognize
have
recognize consumer
dríven
consumer trends,
strong
mm m"
I’ mi E'MMM
hands. HANHOVER HOU6E MEDAI.LX)H RS.EASNG-TheNlw.MaJorhdapen:wll
commercial
matters that have driven strong commercial
I
results," 8111
results," BIII Sondheim, president
plesident of
of Cinedigm
Clnedigm Entertainment,
Entertainment. said
said in
In a
a statement.
stabment.
The deal
The deal provides Cinedigm with plpefine of
with a pipeline of marketable
markemble films,
films. television
te|evision series
series and
and specials
specials including, Dark Awakening,
Including, Park Awakening, Brutal
Brutal
Colors, Salvation and Union Bound. Additionally,
Co/ors, Additionafly. Cinedigm
Clnedigm will
will handle
handle the
the North
North American
American home video
video rights
nghts to
to 10
10 blgger-budget
biggerbudget
theatrical
theatrical releases
releases from Meda Ilion that
Medalfim that are
are being
being presented
presenmd atat the
the Cannes
Cannes Film
Film Festival
Fesfival in
In France.
France.
http://www.homemediamagazine.com/studios/cined.il!Ill-inks-cfürrrihnt,""-'"'""+
http://www.homemediamagazine.com/studios/cinedizm—inks—dimfihnunmnano '-~-- LM—m-u
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resuus Ior
Ior Salaries
salaries Pagel
Page 1 of
0f 40
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Welcome to me Hannover House lnvestor
1o the Investor Relations
Relations Blog
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Showing posts
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Wednesday,
Wednesday. March 6,201.3
6. 2013
Crystal
Crystal Ball ...
Ball...
W
HHSE managers were asked at at the
the Shareholder's
Shareholders Meeting
Meeting to
to prognosücate
prognostiwte on
on the
the activities for 2013 and the
acfivities for the H \\'.\‘()\'liR
predicted
predided lmpact that such activities
Impactthat adivities might
might have
have on the
the Company's
Compaan share
share price.
price. HUL'SIF.
VVhile neither
While neither Parkinson
Parkinson nor
nor Shefte
Shefle could
could be
be considered psychics. both
considered psychics, both had
had a
a bulllsh
bulllsh forecast
foremst for
for HHSE In
In the
the
comlng
coming year,
year. and did
did make sorne
some predictions:
predictions:
Blog
Blog Archive
Archive
a}. Revenue Growth -— Both predicted
predlded signlficant
significant overall revenue growth
overall revenue in 2013 both
growth in both in
in terms
terms of
of gross
gross sales
sales
and net
net pre-tax
pte-tax lncome;
Income; V 2016
'f' (75}
2016(75)
'f'
V October (7}
October(7)
b).
bL Debt Rngufiona -- Both
Dom Reductions Both predlcted that the
predicted that the management of debts would
of debts would become less less of
of a
a corporate
corporate
- Spices of
W
of
dislraction
dishactlon as ongoing cash flow —
flow revenues - combined with wflh properly timed debt-conversion
properly timad debt-oonversion actions
actions under
under
Uberty
Liberty --
lmproved
Improved PPS levels
levels --— would help
help control
control the
the problematlc
problematic creditor
creditor matters.
matters. In In anticipation
antidpatlon of
of lmprovlng
Improving condiüons
conditions
Launchesto
Launches to
as well as the ongoing need for for debt management,
management. the me Company has initiated a converslon
has initiated conversion agreement
agreement wlth
with Theatres
Theatres
Graham Financial
Financia! to retire $300,000
to retire 5300.000 inin aged debts,
debb. and hashas authorized
authorized the
the release of 14.5-mm shares.
release of shares. Whlle
While Beginning ...
Beginning...
the shares have been authorized
authorized and lssued,
Issued. it's important
it's Important to
(o note
note that
‘hat NONE have have been
been sold,
sold. and
and this
this debt
debt
conversion issuance
Issuance is ful)Y intact.
ls fulpy Intad.
Arkansas
Incentives
Incentives
will
will help
help fund
fund
e). Authorjzed Shares — Both
Both confirmad
confirmed that
thm the
the NS reduclion
reduction of
of 100-mm
100-rnm shares
shares was effective
effectlve Jan.
Jan. 1,
1, 2013,
201 3,
" Big"
ll
Big"
Mw—
and that the Company felt
that the
Both
existing treasury
Both confirmad
treasury stock
confirmed the
stock was suficient
the reduction
sufficient to
of more than
reduction of
to handle
than 50% of
handle equity
of base
equity activities.
base salaries
aeflvib‘es.
salaries for
for Parkinson
Parkinson and
Pictures
Pictures ...
State
State of
of
Arkansas
http://hannoverhousemovies.blogspot.corn/search?a=salaries
httpzllhannoverhousemovies.blogspot.com/search?a=salafies
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- - - ~
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salaries Page 2 of
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2W Production- 1-
Shefte,
Shane. andan
and an addltlonal
additlonal reduction
reduction In
In ovemead
overhead of approx $10,000
of approx. $10,000 per
per month golng Into Q1
going lnto Q1:; additionally,
additionally. subject
subjed Production-
ax impact opinlon,
to a tax opinion, both
both Parklnson
Pahdnson and Shefte
Shefle agreed to
to significantly
significantly waive and forglve
forgive "deferred
”deferred salarles"
salaries" Financing
Financing ~
Rebates
Rebates ~
otherwise accrued but
but not
not pald
pald out m them.
out to them. ~
ORIGIN
~
Tri
Tri....
..
o
e). OperatlonaJ lmprovements -- BothBoth expressed
expressed enthuslasm
enthusiasm for
for a variety of
a variety of operational
operational developments Updates
Updates /I
Including an expanslon of
lncludlng of Video-on-Demand activities,
activities, lmprovements
Improvemems in in the
the wholesale
whoiesale and dlred distribution
distdbufion of HHSE-
HHSE—
home entertainment
entertainment products,
products. and jolnt-ventures
jolnt-ventures for
for the
the financlng
financing of
of majar
major productions
productions (and
(and theatrlcal
theatrical releases)
releases) Medallion
Medallion
through non-recourse
non-reeourse structures.
shudures. Products
Products at
at
WALMARTI
WALMARTI
lfs
It's only
only fair
fair to
to report
report that
that both
both Parklnson
Parkinson and Shefte
Shefle also
also expressed concem
concern ovar
over the Company's debt load from
Update
Update on
the film
film ''Twelve"
"Twelve" and thethe myriad
myriad of
of creditor
creditor lawsuits
lawsuits that
that were spawned from
from that
that under-performing
undar-performing release.
release. TCA
V\/hile settlements have been made with
While settlements wflh all
all major
maior credltors,
creditors. the maintainence of
the maintainence of sald
said payment plans has been an
plans motions
motions //
challenge to
ongoing challehge to manage,
manage. and often,
often. a distraction
distraction of
of management time
time and resources.
resources. The retirement of matter
matter
these old
old debts
debm will
will free
free management toto focus
fows enon growing
growing the
the company's revenues,
revenues. malntalning
malntalning tlmely
flmely reportlng
reporting
Week of of Oct.
Oct. 33
and maximizing shareholder
shareholder value.
value.
-- 7
7 // Lots
Lots in
in
Motion
Motion
V\/hat
What wlll
wlll happen toto the
the PPS of
of HHSE In In the
the next
next 30-to-90
30-b90 days?
days? Who has a crystal
crystl ball
ball ora
or a dlrect
dlred telephone llne
Ilne
to
to Kreskin?
Kmskin? V\/hat
What we do know is is that
that the
the dally
daily fundamentals
fundamenbls ofof HHSE operations
operafions are
are moving inin the
the right
right dlrectlon
dlrectlon Week of of Oct.
Oct 3 3
-~< and that
that loglcally,
loglwlly, the
the PPS should
should follow.
foIlow. -- 7 /I Lots
Lots in
in
Motion
Motion
Posted by
by HHSE at
at 12:34
12:34 PM G+l
6+1 · Recom
'
men·d this
Recommend this on Google
..,.. September
September (3)
(3)
..,.. August
August (12)
(12)
..,.. July
July (8)
(8)
Monday,
Monday, November 30,
30. 2015
2015
..,.. June(11)
June (1 1)
VVVVVVVV
Q3 Filing
Filing for
for S.E.C.
S.E.C. Edgar -- MacReportMedia .... May
May (7)
(7)
request of 03 (2015)
.... April
April (4)
(4)
Good Momlng
Morning -- at
at the
the request of Shareholders,
Shareholders. embedded below Is ls the
the Q3 (2015) Form 10-0 report
report that
that was
submitted over a week agoto ago {o MacReport Media for for formattlng
formatting and filing
filing wíth
wfith the
the S.E.C.
S.E.C. Edgar Database.
Dambase. Please ..,.. March
March (7)
(7)
note that
that sorne
some ofof the
the formatting
formatting below (especially
(especially on financia!
financial tables)
bblss) may appear out out of
of alignment
alignment due to
to
limltations
limltations of
of this
this blogsite
blogsite only accepüng speclfic data types. ..,.. February
February (4)
(4)
only accepting spedfic data types.
..,..
V January
January (12)
(1 2)
We wlll
will press MRM to to get this
this filing
filing published
published anta
onto Edgar ASAP. Hopefully,
Hopefully. with
with the
the holiday
hollday weekend finally
finally atan
at an
end,
end. ali
all partles
parties wlll bad to
wlll be back to full
full staff
smfiandand full
full speed.
speed. > 2015(135)
.... 2015(135)
> 2014
.... (127)
2014(127)
...-n
••••• .,_
> 2013 (95)
2013(95)
http://hannoverhousemovies.blogspot.com/search?o=salaries
http:/lhannoverhousemovies.blogspot.com/scarch?a=salaries
mu Page 39 of
Page 39 of 40
-..-....
- -u wnu nxvlauvua. .:>CW\:ll reswts
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ORIGIN
'-
ll \‘~‘-rl\'ll
Inns?
- Posted by
by HHSE at
at 6:27
6:27 AM G+l
6+1 Recommend ‘hls
thls on Google
Home Next
Next Posts
Posts
Subscribe
Subsuibe to:
to: Posts
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(Atom)
http://hannoverhousemovies.blogspot.com/search ?a=salari es
http://hannoverhousemovies.blogspot.com/seaxch?a=salari es
5/31/2018
5/31 /201 8 https:/twww.sec.gov/Archíves/edgar/data/1069680/00014 7124214000317/hhse
https:l/www.sec.gov/Archives/edgar/data/1069680/0001 471 2421 400031 7/hhse11Oq06302014.htm
0q0630201 4.htm
HANNOVER HOUSE, lN C.
INC.
•* All
All costs
costs íncurred by Hannover 1-Iousc
incurred by House regarding
regarding travel
[rave],, accommodations,
uccommodalionx entcrtainment
entertainment and marketing
marketing expenses
expenses associated
associated with
with lhe
lhc
Company ‘s attendance at
Company's at the
the Cannes Film
l’ilm Festiva
Festivall and Marc
Marchc he Du Film
l-‘ilm in
in May,
May. 20 14,l4, were prepaid
prepaid by
by Maremanno
Maremunno Corporation
Corporation as
us
part of
purl 0f their
their strategic
strategic im·estment
invcslmcm inin the film‘ --B/ack
the film, “Black Eyed Dag."Dog.'' Maremanno
Murcmanno is is entitled
entitled to
to recoupment
recoupmem ool'thesc
f lhese Cannes cosls
costs
(approxi111ate(v
(approximately $29,650)
$29,650) from incoming intemutional
intcmational sales
sales licenses
licenses wri llen by
\nitlcn by Odyssey
Odyssey Pictures
Pictures Corporation,
Corporation, as
as such
such revenues
revenues are
are
reccived.
received. Accordingly. lhcse expenses do not
Accordingly. thcse n01 appear
appear on thethe IHHSE
[HSE sumrnary
summary of recoupablc investments.
ol‘rccoupablc investments.
-5-
https:/twww.sec.gov/Archíves/edgar/data/1069680/00014 7124214000317/hhse1
https:l/www.sec‘gov/Archives/edgar/data/1 069680/0001 471 0q0630201 4mm
2421400031 7/hhse1 Oq06302014.htm 6/18
6/1 6
_,___
- - - - - -....--w.
, -~~'-'• ......uvm. ucmuu manna lOr
..-....~ww.vu..:,, l.)CCUl,;U lC:SWl::! numans VS zombies
vs ZOIDbÍCS
101' IlumallS Page 11 of 12
12
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H HSE lnvestor
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-
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ORIGIN
~
o
Welcome
welcome to the Hannover
to the Hannover House lnvestor
Investor Relations
Relations Blo_g
m
[Showing
Showing posts sorted by
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relevance for query humana
for query humans vs zombies.
zombies. Sort
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posts
VVednesday,October7,2015
Wednesday. October 7, 2015
"lmpressive"
"Impressive" is
is a
a word that
that many industry
industry leaders
leaders are
are using to
to
describe
describe HHSE activities
activities right
right now! I I ,\
\- \v p,
yg R
Good aftemoon
afternoon HHSE Friends
Friends & Followers
Followecs -- Lots
Lots happenlng levels (corporate,
happening on many levels legal, theatrica/,
(corpotate, legal, theatrical, home
I i U LI
S F-
video
vldeo and VODWIZ). Here's
Here‘s a few ltems
[terns of
of interest, pmvlded at
imerest. provlded the specific
atthe request of
specific request of shareholder
shareholder emails:
emails:
1).
j), DANCIN'
QANCIN‘ ITS IT'S ONI
Ofll -- Official
Offldal Theatrical E E S THIS
Trailer - PREMIERES
Theatrica| Traller- H s FRIDAY,
F DAY OCT. 9! 9! We areare so honored to to
_
'GOOSEBUMPS.‘ Total
more screens showing "GOOSEBUMPS." impressions on movie-goers
Total impressions movle-goers is is predlcted
predlcmd toto be 3.5-million.
3.5-mlllion. Plus,
Plus. Spices
spices of
of
trailer will
the trailer begin showing up EVERYWHERE (othertheatros
wlll begin (other theatms and websites)
websites) beginnlng
beginning Friday.
Friday. Thls
This isis a
a superb
superb Liberty
Liberty -~
way to
to JUMP START the the buzz on on "DANCIN'
"DANCIN‘ IT'S
IT'S ON" and
and to
to elevaw
elevate the
the vislbility
visibility of
of HHSE. Launchesto
Launches to
Theatres
Theatres
Meanwhile,
Meanwhile. you can Sneak Peek Vlew
you can View thbe
thbe traller
tmller here:
here: Beginning
BBQinNingm...
Arkansas
https://www.youtube.com/watch?v=aLEG4uGt58Y &feature=youtu.be
hnps:llwww.youtube.oomlwatch?v=aLEG4uGt58Y&feature=youtu.be Incentives
gnoemives
will
will help
help fund
fund
ALSO -- the “HAPPY" poster
the "HAPPY'' variation will
posmr variation appear In
wlll appear In THREE ColorColor configuarations.
oonfiguatations. The BLUE background
background will
wlll be
be "Big"
"Big“
utilizad
utilized for
for the
the film's
film's primary theatre lobby posters ...
primary meatre lobby posters... the the YELLOW background will be utilized for
background wlll be utllized for DANCE Pictures
Pictures ...
SCHOOLS l/ DANCE STUDIOS (comprising(comprising a a ma]or
major portlon
portion of
of the
the outreach
outlaach campa/gn),
campaign). and thethe WHITE
State
State of
of
Arkansas
Arkansas
http://hannoverhousemovies.blogspot.com/search?q=humans+vs+zomhies
http://hannoverhousemovies.blogspot.com/search7q=humans+vs+mmhien
“u-“ .mww. ncmuuus: .:,~n
oearcn reswts
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results !Of vs zombies
humans VS Page 6 of
of 12
12
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o
Greetlngs Followers -- We are
Graeflngs HHSE Followers are writing
writing today
today in
in response
response to
to another
another mlstaken
mistaken IHUB postpost. The clown-squad
down-squad
is great at
ls great findlng SOME court
at findlng court documenta,
documents. butbut oddly,
oddly. they
they cannot ever seem to
ho find Ai,.L of
find ALL of the
the documents to
to
correctty
oonecfly characterize
characterize a situation
situafion (un/ess it can ba
(unless It be mlsrepresented
mlsmpresentod to to Jook
look "bad•
'bad' against
against Hannovar
Hannover House).
House).
ADS reached
reached out
out to
to Hannover House.
House. While reluaant to
While we were reluctant responsibility for
to accept responsibllity for bilis
bills on an outside
outside
party's
party's filie,
title. we began making
making monthly
monthly payments
payments and deducting
deducting these
these from
from amounts due as royalties
royalties to the
to the
producers.
producers.
Meanwhile
Mearmmne Fred Shefte and George B.
Fred Shane B. Morton (local
(local counsel)
counsel) contacted
contaded the
the attomey
attorney in
in the
the matter
mauer yesterday
yesterday and
h
got
got the case resolved.
the case resolved. ·
End of
of story.
story. Probably won't be
Probably won't the end of
be the ofthe
he erroneous
erroneous "basherN
"basher" attacks
aflacks on the the matter.
matter. But
But remember, the
remember, the
HHSE management Is Is REQUIRED to to be truthful,
tmthful. and the
the clown-squad
down-squad won't even
won‘t even use
use their
their real
real namesl
names! Consider
Consider
the source,
the source. and
and remember how STOOPID they they looked
looked last
last weekend inin trying
trylng to
to stlr
stir up baloney about
up baloney about a
a fully
fully
satlsfied
satisfied Judgment. Weird, that
judgment. Weird. that they
they always
always can find PART of
wan flnd of the com filings.
the court filings, but
but never
never "the
"the good
good stuff'
stun" that
that
shows that
that Hannover House has honored our
our corporate obligations, including
corporate obligations. Including those
those that
that sometlmes
someflmes are
are not
not
directly our responslbilityl
directly our responsibility!
UPDATE (9-19-14)
(9-19-14) -- HHSE SHAREHOLDERS PLEASE NOTEI NOTE! Do not not be
be mislead
mislead by
by false
false posts
posts on
on IHUB
IHUB --
lncludíng
Including one today
today (Sept. 19) that
(Sept. 19) that reprints
reprinm aa filing
filing Inln this
this matter Emma
that was made BEFOREthe case
matter that case was resolved!
resolved!
That's
That‘s a pretty (and desperate)
pretty absurd (and attempt to
despelate ) attempt (o misrepresent
misrepresent raa/ity.
reality. This
This topic
topic was asked
asked and answered
answered
(above)
(above) days (and it
days ago (and it was for pocket-change of
forpocket—change of $8,850),
$8,850), so
so it
it was NEVER anything
anything relevant
relevant or
or material
material in
In
nature.
nature. To post
post documents on IHUB that
that were lssued prior to a resolutlon
Issued prior ho resolution is is as rldiculous as going back in time
ridiculous as going back In time
and statlng that NETFLIX HAS NO
stating that N0 Studio Partners (whích
Studio Partners (which at
a! one point
point in
In time,
time, was true,
a119, but
but which
which has
has no
no
bearing on reelity
mality today).
today). One of the clown-squad posted
ofthe posted about
about a fleddous
ficticious telephone
telephone call
all to Fred Shefte
to Fwd Shane
(purportedly in Oct.
(purportedly in Oct. 2013,
2013, which
which Shefte
Shelia denies
denies havíng),
having), in supposedly -~Ar
which supposedly
in which AT THAT TIME 11 11 MONTHS AGO- AGO -
http://hannoverhousemovies.blogspot.com/search s+vs+mmmpc
?a=humans+vs+7nm
http://hannoverhousemovies.blogspotcom/search?u=human h, Po
_ -____
--- -... , -~w•
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magnum. ~c1:1.n;u
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Shane said
Shefte said that
that no studlo partners had yet
atudlo partners yet slgned
slgned the
the VODwiZ
VODwiz agreement.
agreement. To be clear,
clear, VODwiz has TWELVE VOth -
studio
studio partners now. fully
partners now, committed, slgned
fully committed. signed and on-boarding.
on-boarding. Was Wan there
mere a polnt
point InIn time
time that VODw'z had no
that VODwiz ~
c.,
studlo
studio partners
partners for VODwk? Of course
for VODwlz? course there
here was ... a long
was... long time
tlme agol
ago| How silly
silly to
to not
not realize
realize that.
that. lt's
It's like
like ~
ORIGIN
~
clalming
claiming to
to know
knaw the score of
of the
the Superbowl befare
before Itit happens. Toe answer:
The answer. zero-to-zéro
zam-to-zém befare the
before the game o
happens. lt's
It‘s the
the end results
resulb that
that matter,
matter. not
not the
the nascent
nascent beginnings
beginnings In
In business,
buslneas. life
life and sports!
sportsl Sllly
Silly puppiesl
puppies!
by HHSE at
Posted by a: 2:33
2:33 PM G+l · Recommend this
ans on
on Google
-
‘_e+1 Google
'- ,
Tuesday,
Tuesday. January
January 7,
What a great
7. 2014
http://hannoverhousemovies.blogspot.com/search?a=humans+vs+7nmhi"'"
http:llhannoverhousemovies.blogspot.com/search?a=hmnans+vfi-7nmhipa
nuan mvesror
ntt;:,t mvestor KelatJons:
Kelanons: :Search results für
Search results for humans vs zombies
vs zombim Page 88 of 12
12
-
~
t---
1176
can not
can not get
get enough of
of thls
this legendary
legendary haunted home In In New Yor1< ... and
and the
the new "AMITVVILLE
"AMITYVILLE ASYLUM"
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~
York... It
Hannover House
Top Selling
Selling HHSE -- Horror
Horror DVDs at
at Walmart
- Title
Title Stars
Stars
Walmart
NetUnlts
Net Unis
HHSE
Gross
IOxygen
Oxygen Adrien Brody,
Brody, M aura Tierney
Maura Tierney 678,126
678,126 $$ 2,068,284
2,068,284
Pevil
Devil in
In the Flesh
Flesh Rose M cGow an
McGowan 336,150
336,150 $S 1,025,258
1,025,258
J>evil
Devil in
In the
the Flesh 2
Flesh 2 Jodi
Jodl Lynn
Lynn O'Keefe
O‘Keefe 128,900
128,900 $$ 393,145
393,145
i:uture
Future Shock
Shock Bill
Bill Paxton,
Paxton, Vivian
Vivian Schilling
Schilling 88,626
88,626 s
S 270,309
270 309
BoggyCreek
Poesy Creek Texas Battle
Battle 30,384
30,334 $$ 147,362
147,362
- machine.
machine. lt's
"Devil
"Devil in
lfs wr4y
way too ear1y
Flesh." But
In the F/esh."
early to
But ifs
say lf
to say if "AMITYVlLLE
eenalnly off
It's certalnly to a GREA
off to GREAT
ASYLUM” will
"AMITYVILLE ASYLUM"
T start!
smrfl
will "have the
the legs"
legs“ of
of movies
movies like "Oxygen" or
like "Oxygen" or
Last,
Last. but
but not
not least,
least, another reason why we'rewe're excited
excited to‘o be
be doing
doing what
what Hannover
Hannover House
House isis doing
doing rlght
right now
now is
is the
the
INDUSTRY GROWTH. Today's edition edition ofof Home MediaMedia Magazine
Magazine (timed
(fimad fortoday's
for today’s opening
opening ofthe
of fhe Consumar
Consumer
Electmnlcs Show), shows not
E.lectronics not only the strength
only the strength and resilience
resilience of
of the
the domestic
domestic home entertainment
entertainment market. .. but
market... but
actually chronicles
actually chronicles GROWTH duríng 2013 (when many of
during of the
the •outside-the-industry
'outside-the—industry 'experts'" predicted
'experts'" predicted the
the rapid
rapid
decline
decline and demise of oonsumer spending). lfs
consumer spending). It’s rather
rather amusing
amusing to to read
read the
the posts
posts and
and prognostications
prognostimflons from from these
these
legions
Iegbns ofof self-appointed
self-appoiMed "experts"
"experts" that try to
that try to influence
influence others
others wilh
with flawed
flawed loglct
Ioglcl But
But fer
for any
any one
one of
of you who
you who hashas
read sorne of the
read some the nonsense on the the IHub
|Hub (and
(and other
other stock-chat boards), you're
stock—chat boards}, already aware
you're already aware ofof the
the prevalence
prevalence of of
such idiots. But in the
such idiots. in the long-term,
long-term, reality
reality prevails,
prevails. andand that's
that‘s part
part of why we
ofwhy we feel
feel so
so blessed
messed with
with the
he longevity
longevity ofof
Hannover House and our our exciting
exciting new opportunities.
opportunities.
-
r-
r-
1177
happening
happening under thethe broad
broad umbrelfa
umbrella of
of a ENORMOUS and SOLIO SOLID "Consumar
"Consumer Entertafnment''
Entertainment" marketplace
marketplace in in the
the o
Unlted States (and
United States (and worldwide,
worldwide, for
for that
that matter).
matter). 2014 is
ls golng to be
going to be eplc
epic for
for us,
us. and we are
are grateful
grateful for
for those who
will
wlll enjoy
enjoy the
the joumey
journey alongside.
alongside.
INDUSTRY NEVVS:
NEWS:
http://www.homemediamagazine.com/research/consumer-spending-home-entertainment-sllghtly-2013-32234?
http://www.homamediamagazineoomlresearchloonsumar-spendinghome-entertalnment—sllghtly-ZO1 3-32234?
utm_source=homemedla&utm_medlum=email&utm_campalgn=breakingnews_01_07
utm_source=homemedla&uim_medlum=email&utm_campaign=breakingnews_o1_07_201 _2014&utm_content=consu
4&utm_oontent=oonsu
mer-spending-home-:entertainment-slighUy-2013-
mer-spending-home7entertainment-slightly-201 3-
32234&spMailing1D=18686880&spUser1D=NDQ1
32234&spMailinng=1 8686880&spUserlD=NDQ1 MzAzMzQzOTkS1 &spJob1D=249361475&spReportld=MjQ5Mz
&spJole=249361475&spReponld=MjQSMz
YxNDc1SO
YxNDc1 SD
Posted by HHSE at
Posted by 10:00 AM
at 10:00 ,Gd Recommend thls
. G+1 ‘hls on
on Google
Googla
Friday,
Friday. September 27,
27, 2013
201 3
Formed in
in September, 1993,
1993, Hannover House began
began as
as a
a book publisher, but
book publlsher, but added
added home video
video products
products ten
ten years
years ago and
now owns or
or controls
controls the
the dlstrlbutlon
dlstributlon rights
fights to
to more than
than 180
150 feature
feature fllms
films and video programs.
and vldeo programs. A historie
historic video
video sales
sales
"We are
"We are very pleased to
very pleased to have
have reached
reached two milestones
milestones today
today that
that few
few independent
Independent studios
studios ever
ever achleve/
achieve,” said
said Erlc
Eric
Parkinson,
Parkinson, C.E.O. of Hannover House.
C.E.O. of House. "The completion
completion of
of twenty
twenty years
years of
of continuous
continuous operatlon
operatlon Is
ls both
both rare
rare and notable.
notable.
But the conslstent
consistent sales
sales performance over these
performance over these years,
years, and
and the
the company's
company’s abllity
ability to
to adapt
adapt to
to both
both changlng
changing market and
conditions is
media conditions ls more meanlngful
meaningful to
to me.
me. Our
Our strength
strength has
has been
been In
In identifying
Identifying and
and predlcting
predicting commercial
commercial concepts
concepts and
trends,
trends, and providing programming that
providlng programmlng that addresses
addresses these needs. As
these needs. As consumer
consumer tastes
tastes have changed,
changed, so
so have our tttles,
tltles, and
as
as the market contlnues
continues to
to mature,
mature, Hannover wlll
wlll adapt
adapt our
our programmíng
programming to to maxlmize
maximize success."
success.”
http://hannoverhousemovies.blogspot.com/search7q=humans+vs+zomhies
http:Ilhannoverhousemovies.blogspotcom/search?q=humans+vs+zomhiPS
HHSE Investor
Investor Relations:
Relations: Search
Search results
results for
for humans vs
vs zombies
zombies Page 10
10 of
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........t---
1178
Top selllng
selllng video
video releases
releases for
for Hannover House covercover more than forty independent
than forty Independent suppllers
suppllers and releasing
releasing la beis, and
~
labels, and
lnclude
include (alphabetically):
(alphabetically): American Bullfighter,
Bullflghter, American
American Flghter
Fighter Pllot,
Pilot, Animal
Anlmal Cllnlc,
Cllnlc, Antonio
Antonio Agullar
Aguilar Colecion,
Colecion, Black
Black Male,
Male, e,
Boggy Creek,
Creek, Classlc
Classic Comedy Collectlon,
Collection, Classlc
Classic TV Comedies,
Comedies, Come Away Away Home,
Home, Oawn
Dawn ofof the
the Living
Living Dead,
Dead, Deceptz,
Decepu, ;
ORIGIN
Dellverlng
Delivering MIio,
Milo, Devil
Devi! rn
In the
the Flesh,
Flesh, Fathers
Fathers of the Sport,
ofthe Sport, Fun
Fun Park,
Park, Future
Future Shock,
Shock, Grand
Grand Champion,
Champion, Great
Great Souls,
Souls, Humans Vs.
Vs. o
Zombles,
Zombies, Gotta
Gotta Go,
Go, Magic
Magic Voyage,
Voyage, Martial
Martial Arts
Arts Actlon
Action Pack,
Pack, Mlnd
Mlnd Your
Your Manners,
Manners, MyMy Brother
BrotherTheThe Pfg,
Pig, Oxygen,
Oxygen, Outlaws:
Outlaws: The
The
Legend of O.B.
0.3. Taggart,
Taggart, Patient
Patient Zero,
Zero, Plnk
Plnk Skles,
Skies, Samurai
Samurai Action
Action Pack,
Pack, Savage
Savage Land,
Land, Siegfrled
Siegfried & Roy:
Roy: The Magic
Maglc Box,
Box, SWAT:
The Real
Real Story,
Story, Teen
Teen Yoga,
Yoga, Televisa
Televlsa Spanish
Spanish Classlcs,
Classlcs, Toys
Toys In
In the
the Attic,
Attic, Turtle:
Turtle: The
The lncredlbie
lncredlble Journey,
Journey, Twelve,
Twelve, War Eagle
Eagle
Arkansas, Wrangler and
Arkansas, Wrangler and Zombie
Zombie Warz:
Warz: Falls
Falls the Shadow.
the Shadow.
....._
-
M urders. Three
Murders. Three lnternatfonal
Weather Station
International titles
Station (Russia)
titles are
(Russia),1 Asalto
are slated
Al Cine
Asalto Al
slated fer
for llrnited
Cine (Mexico)
limited theatrical
(Mexico) and
theatrical retease
and Borrar
Borrar de
de la
release in
la Memoria
In Q4
Q4 prior
prior to
Memoria (Mexlco).
(Mexico).
to a
a CU
02 home video
video launch:
launch: The
In
In additlon
additlon to
to the
the company's achievements
achievements with
with home video,
video, Hannover
Hannover House
House remains
remains active
active in
In book
book publish!ng,
publlshing, and
and is
is
expanding efforts
expanding to grow its
efforts to Its Vldeo-On-Oemand
Vldeo-On-Demand business.
business.
"We wish
"We wlsh to
to thank me wholesalers
thank the wholesalers and retallers
retaflers that
that have
have supported
supported Hannover
Hannover House
House prod~cts
products overthe
overthe years,"
years,” Parklnson
Parkinson
”We also
continued. "We also wlsh
wlsh to
to thank our
our key
key suppllers,
suppliers, our
our program
program producers
producers and
and our
our public
public company
company shareholders
shareholders for
for
helplng
helping us
us bulld
bulld the
the company lnto
Into what is
Is now ene
one of
of the
the longest,
longest, contlnuously
continuously operating
operaflng independent
independent distribution
distribution labels
labels In
In
America."
America.”
- Mart Stores,
Stores, lnc.,
Inc., and major
www.OTCMarkets.com
malor dlstrlbution
www.0TCMarkets.com undertrading
distribution centers.
centers. For
under trading symbol
symbol HHSE.
HHSE.
For more
more informatlon
Information on on Hannover
Hannover House,
House, view
view the
the fillngs
filings at:
at:
SAFE
SAFE HARBOR STATEMENT
Thls press
press release
release may contain
contain certain
certain forward-looklng
fomard-Iooldng statements
statements wlthin
within the
the meaning
meaning ofof Sections
Sections 27A
27A & 21E
21E ofthe
of the
amended Securitles
Securities and Exchange
Exchange Acts
Acts of
of 1933-34,
1933-34, which
whlch are
are intended
Intended toto be
be covered
covered byby the
the safe
safe harbors
harbors created
created thereby.
thereby.
Although
Although the company belleves that
belleves the assumptlons
that the assumptioné underlylng
underlying the
the forward-looking
forwardvlooklng statements
statements contained
contained herein
herein are
are
reasonable, there can be no assurance
assurance that
that these
these statements
statements lncluded
Included in
In this
thls press
press release
release will
wlll preve
prove accurate.
accurate.
-
O"I
r-
1179
i5
l?
;
ORIGIN
'
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.. ..,.Lj
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HHSE. Awesome
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ORIGIN
'-
1 1 I1~1An4 I
http://hannoverhouscmovies.blogspotcom/search?q=humans+vs+zombies
http://hannoverhousemovies.blogspot.com/search?q=humans+vs+zombie~
1 1 , .. ,..,,,,..._ .. ,
EXHIBIT
1-H
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5/31 /2018
5/31/2018 https://www.sec.gov/Archives/edgar/data/1069680/00014
hnps:/Mww.sec.gov/Archives/edgar/datan 069680/0001 47171 24214000317/hhse1 0q0630201 4mm
2421 400031 7/hhse1 Oq06302014.htm
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0q0630201 4.htm 10/18
10/1 8
continued to
continued to sel! the Titles
sell the Titles without Origin’s
Origin's authorization. Origin demands aa fu
authorization. Origin ll accounting
full accounting of all monies
of all monies
collected by
collected by Hannover in in connection with
with the Titles. Further
the Titles. Further we have
have evidence
evidence thatthat Phase 4 returned
Phase 4 returned
Origin's inventory
Origin’s inventory to
to Hannover,
Hannover, but Hannover,
Hannover, instead of returning
instead of returning Origin's
Origin’s inventory, sold the
inventory, sold the Titles
Titles
without authorization
authorization and without
without remitting
remitting monies
monies owed for
far all
all sales to Origin.
sales to Origin.
Mr. Parkinson,
Parkinson, you admitted numerous times to Brian Jaynes
to Brian (former Origin
Jaynes (former Origin executive) that you
executive) that you
acknowledge that
that the monies are
are due to
to Origin
Origin (see
(see Exhibit
Exhibit D).
D). You have
have claimed
claimed that
that Hannover's
Hannover’s cash
cash
flow was tight
tight during the initial
initial dispute,
dispute, and I anticipate
anticipate your
l your argument that
that right
right now Hannover does
does
not have the cash flow to to pay
pay Origin.
Origin. Yet Hannover's Q3
Yet Hannover’s Q.3 Report
Report Balance
Balance Sheet
Sheet (Exhibit
(Exhibit E)
E) shows
otherwise.
otherwise.
In addition, all
In addition, all monies owed to Origin —
to Origin - in
in connection with any Title Title —
- must be paidpaid toto Origin
Origin by
by
Friday,
Friday, December 11, 11, 2015. In
ln the event,
event, Hannover is is unable
unable to
to immediately remit all
immediately remit all monies owed on on
all
all Titles,
Titles, Hannover and Origin
Origin w ill agree
will agree on aa payment schedule
schedule by
by Friday,
Friday, December 11, 11, 2015 andand
Hannover will
will sign promissory note
signaa promissory note and Origin will file
Origin will file a
a security interest until
security interest until the
the debt
debt if
if fully
fully paid.
paid.
As previously
As previously mentioned if
if we do not
not resolve the disagreement,
resolve the disagreement, Origin
Origin reserves
reserves all rights and
all rights and remedies
remedies
under law
law and will
will file a lawsuit.
file a Rather than
lawsuit. Rather than spend significant
significant legal fees to
legal fees to contest Hannover's
contest Hannover’s
wrongdoing,
wrongdoing, which will result in
will result in publ ic and shareholde
public shareholderr embarrassment,
embarrassment, pay the monies owed to
pay the to Origin.
Origin.
Please
Please contact
contact me at (516) 712-9715 or
at (516) or email
ema il me at
at sleefe.jenna@gmail.com
sleefe.ienna@gmail.com to
to discuss
discuss ASAP.
Sincerely,
Sincerely,
Jenna Sleefe
Jenna Sleefe
Legal Counsel
Legal Counsel
Exhibit
Exhibit A
Titles
Titles
Titles
Titles in
in dispute:
dispute: monies
monies owed toto Origin
Origin prior
prior to
to distribution
distribution agreement being
being terminated
terminated in
in 2013
2013 and
and
Hannover's
Hannover’s unauthorized to to distribute after the
distribute after the relationshi p was tterminated
relationship erminated between
between 2013-present.
2013—present.
Huma ns v Zombies
Humans released
released 6/2012
6/2012 LIONSHARE
LIONSHARE
Patient
Patient Zero released
re|eased 9/2012
9/2012 LIONSHARE
Frankenstein
Frankenstein released
re|eased 5/2013
5/2013 PHOEN IX GROUP
PHOENIX
Exhibit
Exhibit B
B
Origin
Origin and Phoenix Entries Listed as
Entries Usted Material in
as Material in Quarterly Reports
Quarterly Reports
E. Materials Suppliers —
Materials and Suppliers - The
_
The principal
principal service providers to the Company are
to the are listed in detail in
E. service providers listed in detail in
Entertainment;
Media;
Cinetic Media;
a r“ Group; Sola-
Entertainment; Phoenix Releasing
‘
Entertainment, PWI-Veracruz
So la-Media,
'
Pictures;
Pictures;
principal suppliers
suppliers of
Film
Film
Entertainment, lnc.;
Inc.;
Shoreline Entertainment;
GmbH, Shoreline
of books
books far
Group,
Group,
Phoenix
Entertainment; Studio3
Studio 3
the Company
for the
lnc.;
Inc.;
-
Eurocine
Eurocine
to
to publish
publish include
include {listed
(listed alphabetical ly): James Danielson,
alphabetically): Danielson, Phil
Phil Goodman, Brenda
Brenda Hancock,
Hancock,
Vivían
Vivian Kaplan,
Kaplan, Barr McClel lan and Vivian
Barr McClellan Vivian Schilling.
Schilling. The Company sees
sees no shortage
shortage of
of properties
properties
E.
E. Materials Suppliers -— The principal
Materials and Suppliers service providers
principal service providers to
to the
the Company are
are listed
listed in detail in
in detail in
_;
this
this disclosure,
disclosure, below.
below. The principal
principal suppliers
suppliers of release fi
of new release lm and video products include
film include the
—;
fallowing production
following production companies and programming sources
sources (listed alphabetically): Allegheny
(listed alphabetically): Allegheny
lmage
Image Factory;
Factory; American
American Family
Family Movies;
Movies; Associated
Associated Television;
Television; Atlas
Atlas Films;
Films; BerVon
Entertainment;
Entertainment;
lnternational;
Cinetic
Gaumont, SA;
|nternational; Gaumont,
Media;
Cinetic Media; Daybreak
Daybreak Pictures;
Pictures;
Entertainment, lnc.;
Sola-Media, GmbH; Shore
Inc.;
Group,
Group,
Phoenix
lnc.;
Inc.;
li ne Entertainment; Studio 3
Shoreline
principal suppliers
suppliers of
of books for
far the Company
3
n
Eurocine
Eurocine
to publish include
t0 publish include (listed
(listed alphabetically):
alphabetically): James Danielson,
Danielso n, Phil
Ph il Goodman, Brenda
Brenda Hancock,
Hancock,
Vivían Kaplan,
Vivian Ka plan, Barr
Barr McClellan
McClellan and Vivian
Vivían Schilling.
Schilling. The
The sees no shortage of
Company sees of properties
properties
available
available far
for acquisition
acquisition in
in any of the
any of the applicable media.
applicable media.
For the
For the quarterly
quarterly period
period ended: June 30,
30, 2014
E.
E. Materials Suppl iers -— The principal
Materials and Suppliers principal service
service providers
providers to
to the
the Company are listed in
are listed in detail
detail in
in
this
this disclosure, below. The principal
disclosure, below. principal suppliers
suppliers of re lease film
of new release film and video products include
include the
fallowing production
following production compa nies and programming
companies sources (listed
programming sources (listed alphabetically):
a/phabetically): Allegheny
Allegheny
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Itcm
Item 2.
2. Managcmcnt's
Management’s Discussion
Discussion and Anal~·sis Financia! Condition and Results
Analysis of Financial Rcsults 0f
of Operations
Operations
Thc following
The l"ollowing discussion should be
discussion should bc read
read in
in conjunction with the
conjunction with the unaudited
unauditcd intcrim consol idated financial
interim consolidated línancial statements
statements and relmed
related notes
to
lo the
the wiaudited interim consolidated
unaudited inten'm consolidated fi nancia! statements included
financial includcd elsewhere
clscwhcrc in in this
this rcport.
rcporl‘ This discussion contains forward-looking
fom’ard—looking
statements that
statements that relate to future
relate l0 future e\·ents or our
events or our future
future financia! performance. Thcsc
financial pcrt'onnzmcc. statements inrnl\'e
These statements involve knmm and unknown risks,
known risks,
uncertainties and other
uncertainties other factors that may cause
factors that our actual
cause our results, levels
actual results, levels of acti vity, performance
activity. performance 0r or achievements
achie\'ements to to be materially
be materially
different from any
different [uturc results.
any l‘ulurc rcsults, levels
Jevels of
ol‘ activity, performance
activity, perfo rmance or or achievcments
achievements expressed or or implied by by these
these forward-looking
forxwrd-looking
statements. These forward-looking sstatements
statements. fom'ard-looking tatements are based largely
are based large ly on our current
current expectations
expcctations and are subject to
arc subject t0 aa number 0f of uncertainties
uncertainties
and risks
and risks including
including the
lhc Risk foctors identi
Risk Factors fied in
identified in our Quarterly Fom1 10-Q
Quarterly l~'om1 lO-Q for the lhrcc-monlh
l‘or lhc threc-monlh period
period ending June 30, 30, 2014. Actua
Actuall
results could
results could di!Ter
difi'cr materially fro m these
materially from these fo rward-looking slalcmcnls.
tanard-looking statements. Il'lannm'cr
lannover l'lousc.
House, Inc.
!ne. is
is sometimes referred
referred loto herein
herein as
us '\ve."
"u'c."
"us,"
us, "our" and the
our" "Company."
the "Company."
Thc naturc
nature of thc issuer’s
0f the issuer's business is drivcn
business is by the
driven by the operating
operating entity, I-lannovcr lHouse,
entity, Hannover louse, which is a l'ull-servicc
is a full-serviee producer
produeer and
21nd distributor
distributor
of entcrtainment products
ot'enlcrtainmcnl produets (i.e., jeawre jilms jor theatrical,
(i.e.. jéamrejilmsfor rhealrical, video,
video, television
te/evisio11 and i11rernatio11a/ ddistribution,
am] international istrib11tio11, anda publisher of
and a publisher books).
q/‘booksL
Hannovcr
Hannover Housc, !ne., f/k/u
House, Inc., f/k/a Target Group, !ne.
'I'argcl Development Group, (whieh was also
Inc. (which fom1crly known us
also l'omlcrly as "Mindset Interactive
Interactive Corp.")
Corp") was
registered as
registered as a
a corporation in in Wyoming on January 29, 2009.
January 29, 200‘). Truman
'l'rumzm Press,
Press, lnc.
lnc.,, d/b/zl
d/b/a "“l-lannm’er
Hannover House"
House·· was registered
registered as
as a
a
corporation in
corporation Cali fornia on
in California 0n September 15, 15, 1993,
I993, and re -registered in
re-registcrcd in /\rkansas
Arkansas effcetive .lune 2008.
cfl‘cclivc .lunc 2008, T he Ecklan
The Ecklan Corporation,
Corporation,
registered
registered on March 25,
25, 1998,
1998‘ in the State
in the of Texas, was the
Stale ofTexas, predeccssor entity
the predecessor to Target
cnlily lo Target Dcvelopment
Development Group,
Group: !ne.
Inc.
Neither the
Neither the House, lnc.,
Company, Hannover House, the operating
lnc., nor the operating entity,
entity, Truman
'l‘ruman Prcss, lnc., d/b/a
Press, lnc., --1--1anno\·er House"
d/b/a “Hannover House'· ha\'e
have ever been in
ever been in
bankruptcy.
bankruptcy. To the best
T0 the best of
ol' management's
management‘s knowledge,
knowledge, no no predecessor
predccessor enti ty has
entity has cvcr
evcr been
bcen in
in bankruptcy.
bankruptcy.
Effective January
Effective January 1,
l, 2010,
2010, Targct
Target Development Group, !ne. , acquircd
Group, Inc,. ali 01'
acquired all of thc
the shares
shares of
ot' Truman Press, lnc. , d/b/a
Press, Inc, d/b/a ·'“Hannover
Hanno\·er House"
in a stock-swap agreement.
in a agreemenl. The detai ls of
details 0f this
this acquis ition venture
acquisition \·enture are
arc describcd
described in in detail
detail within
\\'ithin the
the information
information sstatement
tatement posted
posted on thc
lhc
O'l'C Markets
OTC Markets JJisclosure Statement of
Disclosure Statement 0f lJecember
December 14, 2009.
l4, 2009.
Ovcr
Over thc past four
the past ycars, the
four years, lhc Company has has defaulted
defaulted on several
severa! loan
loan or credit obligations,
0r credit obligations, bulbut none
nonc representing
rcpresenting aa material
material event
event tolo the
[he
Company or fa ll ing outside
0r falling outside of the ordinary
01‘ lhc ordinary course of business.
business. As previously
prcvio us ly di scloscd through
disclosed through the füings with
the Company's filings with the
the Ol'C
O'I'C
As 01‘6-30-20
of 6-30-2014,
l4, thcre
[here were no funher of ·'control'·.
further changes of “control".
As ot‘6-30-20
or 6-30-201l4,
4, there were no increases
Lhcrc wcrc increases of 10% or
0r more of the
the same
samc class
class o!' outstanding equity
ol'oulslanding equity securities.
securities.
During ú1e
During the quarterly reporting period
quarterly rcponing period ending 6-30-20 14, the
6-30-2014, [he Company did not issuc
did not issue any
any ncw shares.
shares,
'l'he
The Company has
has not
not cxperienccd
experienced any any delisti ng of
delisting the issuer
ot'the ·s securitics.
issuer‘s securities. As o f the
ol‘ lhc 6-30-2014. there “ere
6-30-20l4. there were nono current, pas t, pending
current, past, pending oror
ú1reatened
threatened legal proccedings or
legal proceedings 0r administrative actions that
administrative actions that could have
ham: au ma terial cffcct
mulcriul ct‘l‘ccl on the
the issuer‘s
issuer·s business.
business, financ ia! condition
financial condition oror
operations other
opcrations other than
than those
those items specificall
specifically y described
described hereunder or othcrwisc disclosed in
othcm'isc disclosed in OTC Markels
Markets Filinus. of 6-30-2014
As 01‘6—30-20
Filings. As l4 and
and
remammg true
remaining true through
through the
the date
date of thi s filing,
0f this fi ling, there were no past pas t or pending
pcnding tradi ng suspensions
trading suspensions by by aa securities
securities regulator.
regulator. lhe
'l'hc legal
legal
proceedings, whether
procecdmgs. pasl. pending
whether past. pcnding or 0r threatened,
threatened, a all foil under
li fall under lhcthe guidclines
guidelines of being within
ol' being “ithin the
the ordinary course of
ordinary course business, and
of business. and are
arc
disclosed
disclosed in
in dctail in this
detail in this fil ing or
filing or incorporated
incorporated within
within previously
pre\'Íously filed disc los urcs with
filed disclosures with the
the OTC Markets.
Markets.
-1 O-
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11/1 8
Exhibit
Exhibit C
C
[Attached]
[Attached]
Exhibit
Exhibit D
Admission of Hanover of
of Monies Due
Dueto
to Origin
Origin
Brian
Brian ---- I realize
Irealize that
that my actions
actions this past week do not
this past not seem toto be
be consistent with someone who
consistent with
values our relationship,
relationship, so for
for this
this I deeply
deeply apologize.
apologize. I have been
l been working with
I with Fred
Fred around
around the
the
clock and crazy
clock crazy hours toto conclude an important
important corporate
corporate financing
financing deal.
deal. Fred
Fred told
told me about
about
your call
call last
last Thursday ---- and the
the very
very reasonable
reasonable request
request for payment on
for payment 0n BOGGY CREEK. So So
I didn't feel
I didn't feel that
that a
a call
call would bebe productive
productive until
until we had cash or aa fim1
cash 0r update on
firm update 0n cash
cash to
to relay
relay to
to
you.
you. InIn retrospect,
retrospect, I probably
probably should
I should have
have manned-up, cal led you
called back, and
you back, and allowed
allowed to
to repeat
repeat
what you already
already said
said to
to Fred.
Fred. There's
There's no intentional
intentional disrespect, but the
disrespect, but the net
net result
result and
and anger
anger to
to
you
you was thethe same.
same. So my apologies.
apologies.
-
As evidenced by our release of the statemcnt to you in August, we acknowledge that the monies
are due. We did
reasons
reasons --
flow
did not
We consider
consider you
you to be our #1
to be #1 supplier
supplier for
for video programming. We're batting
video programming. batting three-for-three
three-for-three
with
with Brian
Brian Jaynes' films
films into
into Wal-Mart, and
and hope that
that we can bat
bat ten-for-ten
ten-for-ten as
as we continue to
continue t0
work together.
together.
Fred
Fred and I will have aa better
will have
I better update
update and timing
timing worked out
out this
this aftemoon.
afiemoon. So II will
will cal!
call you
you then.
then.
Sincerely,
Sincerely,
ERIC
ERIC PARKINSON, CEO
Hannover House
Hannover House
Direct Tel: §L§~48L5277
Direct Tel: 818-481-5277 // Distribution
Distribution Center:
Center: 479-751-4500
479-751-4500
Exhibit
Exhibit E
E
6/30/2015
6/30/2015 9/30/2015
ASSETS
CURRENT ASSETS
Cash &
& Cash Equivalents
Equivalents
41,984
41,984 355,071
355,071
Accounts Receivable,
Receivable, Net 4,170,680
4,170,680 4,715,385
4,715,385
Prepaid Wages
Merchandise lnventory
Inventory
232,268
232,258 254,734
254,734
Prepaid Advertising
Prepaid Advertising
765,000
765,000 765,000
765,000
Prepaid
Prepaid Producer Royalties
Royalties 2,196,514
2,196,514 2,200,816
2,200,816
Producer Marketing Recoupment 2,299,495
2,299,495 2,261,337
2,261,337
Film
Film Distribution
Distribution Rights
Rights 1,986,379
1,986,379 1,986,379
1,986,379
Film
Film Production
Production lnvestments
Investments
406,131
406,131 412,009
412,009
Notes Receivable
Receivable and Net Recoupment
Office
Office Furnishings, Equip. &
Furnishings, Equip. & Film
Film Gear
158,225
158,225 162,413
162,413
Less
Less Accumulated Depreciation
Depreciation
(39,356)
(39,356) (39,356)
(39,356)
Vehicles
Vehicles
22,500
22,500 22,500
22,500
Less
Less Accumulated
Depreciation
Depreciation (10,000)
(10,000) (10,000)
(10,000)
Real
Real Property
Property
TOTAL PROPERTY &
&
EQUIPMENT 131,369
131,369 135,557
135,557
OTHER ASSETS
FILM & TV LIBRARY
LIBRARY (incl.
(incl. VODWIZ)* 23,565,337
23,565,337 23,565,337
23,565,337
ASSETS
TOTAL OTHER ASSETS 23,565,337
23,565,337 23,565,337
23,565,337
35,663,788
35,663,788 36,516,068
36,516,068
EXHIBIT
1-1
1 -I
C'
'
C“
\
AGREEMENT
This is executed
This Agreement is executed by
by and between
between Boggy Creek Productions.
Boggy Creek Pmductions, LLC;
LLC; Humans vsvs Zombies
Zombias
Productions, LLC; Patient Zero
Producnons, 2.ero Productions, Bryan "Niko"
Productions, LLC; Bryan “Niko” Foster ("Foster") and
Foster (“Foster”) Bruce Kahn (“Kuhn”),
and Bruce ("K.ahn"),
asoftheiday
as of the r
day of
of :$&-r\ . , 20
. J 2.
2012.
WHEREAS, Foster
WIEREAS, Foster desires
desires that Boggy Creek Productions,
that Boggy Productions, LLC; Humans vs
vs Zombies Productions,
Productions,
LLC; and Patient
Patient 2.ero
Zero Productions, LLC assign
assign certain
certain copyrights to him;
copyrights to him;
WBEREAS,
WHEREAS, Boggy Creek Productions,
Productions, LLC; Hwnans vs Zombies Productions,
Humans vs Productions, LLC; and
end Patient
Patient Zero
Zero
Productions,
Productions, LLC arc
are willing
willing to
to transfer
transfer such copyrights;
copyrights;
1327 Ree<lcr
I11327 Reedcr Road,
Road, Dallas,
Dallas, Texas (lhe "Property").
Texas (the “Property").
In consideration
In consideration of ten dollars
of ten dollars and
and other
other good and valuable the receipt and
consideration, the
valuable consideration, and sufficiency
sufficiency of
of
which is hereby acknowledged, the
is hereby parties hf!eto
the parties wagme ro¡~1F
to agree as
as
mags?
o 00.. o
""'~ uo .• o
Foster JlWCCS
Foster pay Kahn
to pay Kuhn;the total of SQS~,000
508400030. 00, as
as follows:
s to
,. 2.." '1 1•o ~s (J
125 '3
K” the total
1.
L $a(;:3,QOO.OO to
5363-90990 to reimburse
reimburse him for bis investmeat
for his investment of time, eífort and money in
time, cfl‘ort in the
the 2010
2010
production of thc
production the
movie "BOGGY“BOGGY CREEK". CREEK”.
2. 2. S225,000.00 to reimburse
$225,000.00 to reimburse him for
for his
his investmcnt oftime, effort
investment oftimc, cfi‘ort and money in
in the 2011
2011
production of the
production
“HUMANS VERSUS ZOMBIES".
movie "HUMANS ZOMBIES”.
3.
3. $48,000.00 to
$48,000.00 reimburse him
to reimburse him for his investment
for his oftimc, effort
investment oftime, effort and money in the 2012
in the production
2012 production
W
ofthe
of the
“PATIENT
movie "PA ZERO”.
TIENT ZERO".
4.
4. $350,000.00 in
in ~nnection
o‘o‘nneczion with ~ur'Í~
Wurilgse of
ofthe Property.
the Property.
~o.••
o . 't
Foster agrees to
Foster agees to pay
pay such ~ .661.n the following manner:
manner:
1.
l. ~$190,000.00
t
$,l90 000. 00 11qu
~ b~'-,off
67" 0°. ,oow..
x
kw
UPQJ1,txi}fon
on ofthís
of this agreement;
ayeemcnt; and
and
2.
2. SWby
$796,000.86-by execution
execution of a
a Promissory payable to
Promissoxy Note payable to lsland Capital Holdings,
Island Capital Holdings, Ltd.
Ltd.
AGREEMENT —
- Page I l
r c-
\
Boggy CreeJc
Creek Productions.
Productions, LLC hereby assigns
assigns aJI
all its
its right,
right, title intmst, if
title and interest, any, in
if any, in and
and to
to the
the 2010
2010
of the movie "BOGGY
production ofthe
production “BOGGY CREEK".
Hwnans
Humans vs Zombics hcrcby assigns
Zombies Productions, LLC hereby asig-zs all its right,
all jt5 right, title
title and interest,
interest, if
if any,
any, in
in and to the
and to the
201
2011l production “HUMANS VERSUS ZOMBIES~.
the movie "HUMANS
production of the ZOMBIES”.
Patient
Patient Zero Productions,
Productions, LLC hereby
hereby assigns all its
assigns all is right,
right, title
tide and interest,
intemsx, if any, in
ifany, in and
and to
to the
the 2012
2012
production ofthc movie "PA
production ofthe TIENT ZERO".
“PATIENT
The foregoing
foregoing assignments are
are mad.e as is,
made as is, where is
is and
and without
without warranty
warranty of any kind.
ofany kind.
~byzhnee
Kah Kath
ri
its: Member
its:
~ SS vs ZO hlES LLC
PRODUCTIONS, LLC
IES PR0D~CI10NS,
by: Bruce
by: Bruce Kahn
Kuhn
its:
its: Manager
<7'ENT
ENT ZERO PR0DUCI10NS, LLC
PRODUCTIONS, LLC
.~<--;·-=~..!::,.l...fc::--
by: Bruce Kahn
its~Yl-r
<2~-e¡"r__., ____
Bruce Kahn
AGREEMENT -— Page 2
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Itcm
ltem 33 Quantitativc Qualitativc Disclosurcs
Quantitative and Qualitative Disclosures About MarketMarkct Risk
lnvestment
Investment in in the
the Company's Stock bca rs similar
Stock bczxrs similar risks
risks as
as may exist
exist with
with olher
other stocks
stocks trading
trading on(m the
the OTC Markets board.board. The trading
trading
pricc fo
price r Company's Stock
l'or Stock Shares
Shares can vary significantly
cam vary bascd upon aa variety
significantly based variety of0f factors
factors unrelated to t0 the
lhc Company's actua
actuall va lue or
value
revenue
revenue achievements.
achievements. On an an accrua
accruall basis.
basis, the
the Company is is gcncrat
generatinging profits quarter. with regular DVD and
prolits each quarter, 21nd Blu-Ray product
product
sales
sales supplemented
supplemented with with long-term
long—lerm reccivables
receivables forfor Subsc ription Vidco—On-Dcmand
Subscription Video-On-Demand and TelevisionTelevision sales. However, on aa cash-flow
sales. However, cash-flow
basis, the
basis. the Company's cash
cash resources
rcsourccs are
arc often
often strained
strained by
by immcdiate
immediate and long-tcrm
long-tcrm debt obligations.
obligations. Sorne
Some investors and shareholders
ha\"e
have expressed
expressed discomfort
discomfort with with thc
lhc Company's persistently
persistently tight
light cash position, which has
cash position, has been thcthe result
result of balancing ongoing
0f balancing
operational
operational needs
needs with
with debt
dcbl managcmcnt
management and and new release
release acti\·itics
activities against product cash flows.
against product ílows. Conversely,
Com·ersely, many shareho lders ha\·e
shareholders have
also
also expressed
expressed resistance
resistance to to thc
the concept
concept of0f issuing
issuing equity
equity shares under "dcbt
shurcs under "debt conYersion"
conversion" structures,
structures, which would relieve
relieve much of the Lhc
cash-ílow burdens but
cash-flow burdens but would
would result
result in
in a
a dilution
dilution of
of shareholdcr
shareholder cquity.
equity. Accordingly,
Accordingly. management has has worked to to find the best
find the best balance
balance
ooff max imizing shareho
maximizing lder \'alue
shareholder value and
21nd return,
retum, while minimizing cquity
while minimizing. equity dilution
dilution activities.
activities. There can be be no assurance thatthat ongoing cash
ílow
flow from product sales
from product sales will, by itself,
will, by be sufTicient
itself, bc sufl'icicnl tot0 meet the
lhc Company's combined operational,
operational, dcbt-management
debl-munugcmenl and growth needs. needs.
To
'l'o address t.he Company's cash pos ition, management has initiatcd an agrcement with an Accounts Receivable-based
address [he cash position, has initialed an agreement with Rece ivable-based tender,
lender, to
to
accelcratc
accelerate cash flow from
cash ílow from curren!
currcnl product
product sales
sales and thus
thus fac ilitalc raster
facilitate faster growth into
into new areas (such as
areas (such the Company's "VODwiz.com"
as lhc
streaming
streaming venture),
venture), asas well
well asas to
lo providc
provide working capitacapitall to
to cnable
cnablc thc Company's Film and
lhc Company‘s 11nd Televis ion Rights
'l'clcvision Library to
Rights Library be more
to be
c!Ticiently
efficiently exploited.
exploited.
While
While there
there are
are no material throats at
material threats present to
at present lo the
the Company's ongoing viability,viability, there
there can bcbe no assurance
assurance that
[hat the majority of
the majority long-
0f long-
term
tcrm creditors
creditors will
will continue
continue to
l0 comply
cnmply withwith debt
debt reduction
reduction and
and installmcnl pay ment agreements.
installment payment agreements. /\nd
And whi le thc
while lhc Company continues
continues tolo
au price
pricc that
that is undervalued by
is undervalued by aa fac tor of
factor approximate ly 5-timcs
ot'approximately 5~timcs when comparcd
compared to to the
the industry
industry average.
average.
Trading
Trading volume in
in Company's stock
stock is
is avcrages
averages approximately 1,243.400 shares
approximately l.243.4()0 per day,
shares per day, suggesting
suggesting that
that investrnents in the
investments in the Company's
Company's
stock
stock may nol be as
not be as easily
easily or
or quick ly resold
quickly resold as
as sorne
some othcr
other stock
stock o fferings.
offerings.
Item -t
Itcm Controls and Procedurcs
4. Controls Procedures -- Evaluation
Evaluation 0f of Disclosurc
Disclosure Controls
Controls amiand Procedu
Proceduresrcs
The term ·'disclosure
“disclosure controls
controls and procedures"
procedurcs'· is is detíned
defined in Rules ll3a-15(c)
in Rules 3a- l 5(e) and
und l15d-15(e)
5d-l 5(e) of
01‘ the
[he Securities
Securities Exc hange Act
Exchange Act of
of 1934
I934 as
as
amended (the
(the ·'Exchange Act''). Thcsc
“Exchange Act"). These rules
rules rcfer
refer to
to the
thc controls
controls and othcr procedures of
other procedures 0f a
a company thatthat are
are designed
designed tot0 ensurc
ensure that
that
information
information required
required to be ddisclosed
l0 be isc losed by
by aa company in in the rcports that
the reports [hm it
il líles
files or
0r submits
submits under
under the Exchangc Act
lhc Exchange is recorded,
Act is processcd,
recorded, processed,
summarized and reported
reported within rcquircd
required lime periods spec
time periods ilicd in
specified in the
(he SI:::C
SliC‘s's rules
rules and
und forms, and that
lbmm, and that such
such information
information is is
accumulated
uccmnulaled and communicatcd
communicalcd to managcment, inc
lo management, luding oour
including ur C hicr Execut
Chief Executiveivc OfTicer
Officer and Chief
Chief Financia!
Financial Officer,
Officer, as appropriatc, to
as appropriate. lo
allow time ly decisions
limcly regarding required
decisions regarding required ddisclosure.
isc losure.
As of June 30,
30, 2014, the end o
2014, the r thc
ol' period covered by
lhc period by this
this rcport,
report. thc
lhc Company caniedcurried out
out an
2m evaluation under the
evaluation under the supervision
supervision and
and
with the
with participation of
lhc participation 0f our Chicr
Chief Executi\"c
Executive O!licer
()fl'lccr and President
President ool'r thc
lhc clTectiveness
cll'cclivcness of
of our
our di sclosurc controls
disclosure controls and procedures. Our
and procedures Our
Chief
Chief I:::xecutive
Executive Officer
Officer and Chief
Chict‘ Financia!
financial Onicer
Officer ha\·e concluded that
have concluded that such
such controls
controls and proccdures continued
and procedures continued to be effecti\"e
l0 be effective as
as o f
01'
Junc
June 30.
30. 2014.
20 l4.
ltcm
ltcm -tT.
4T. Controls
Controls and Proccdurcs
Procedures
Chan gcs in
Changes in lntemal onr Financial
Internal Control over Financial Rcporting
Reporting
-1 3-
-13-
https:/lwww.sec.gov/Archives/edgar/data/1069680/00014 712421400031
https://www.sec.gov/Archives/edgar/data/1 069680/0001 471 2421 400031 7/hhse1
7/hhse‘l Oq06302014.htm
Oq0630201 4.htm 14/18
14/1 8
!REPORT IN USO
IREPORT‘IN uso
RE:
W
PHASE 4 FI LMS INC.
REPORT A5 AT SEPTEMBER
ROYALTY REPORTAS
RE: Turtle:
SEPTEMBER 30,
Turtle: The lncredlble
|
30, 2012
Incredlble Journey
REPORT#4
REPORT N 4
VOD Report
Report PREVIOUSLY
PREVIOUSLY CURRENT TO-DATE
Gross
Gross Sales
Sales Netflix
Netfllx U.S.
U.S. $$ 95,000.00 $S -
-
$S 95,000.00
95,000.00
Gross
Gross Sales
Sales Canada Rights
Rights $S 23,44 1.89 $
23,441.89 S 1,801.64 $
1,801.64 S 25,243.53
Gross
Gross Sales
Sales Other Rights
Rights $S 8,395.57 $S 625.42 $S 9,020.99
9,020.99
Less: Receivables
Less: Receivables NetfliX
NetflIX U.S.
U.S. $S 59,375.00
59,375.00 $S (11,875 .00)
(11,875.00) $S 47,500.00
Less: Receivables
Less: Receivables Canada
Canada Rights
Rights $$ 14,125.00
14,125.00 $S (1,937 .50) $
(1,937.50) S 12,187.50
12,187.50
Less:
Less: Receivables
Receivables Other Rights
Rights $S --
$S -
$$ - -
Gross
Gross Receipts
Receipts $$ 53,337.46
53,337.46 $s 16,239.56
16,239.56 $s 69,577.02
69,577.02
Less: %
Distribution Fee 12.5 %
Less: Distribution $S 4,453.13
4,453‘13 $S 1,484.38
1,484.38 $S 5,937.50
Less: %
Distribution Fee 17.5 %
Less: Distribution $S 1,630.46
1,630.46 $S 654.35
654.35 $S 2,284.8
2,284.811
Less: %
Distribution Fee 15 %
Less: Distribution $S 1,259.34 $
1,259.34 S 93.81 $S 1,353. 15
1,353.15
Less:
Less: Distribution
Distribution Expenses $$ 5,188.13
5,188.13 sS »
$$ 5,188.13
LESS:
LESS: ADVANCE
ADVANCE ROYALTY sS 20,000.00
20,000.00 $$ -
-
$S 20,000.00
20,000.00
LESS:
LESS: ROYALTY PAID TO DATE sS 1,069.40
1,069.40 s
S 19,737.01
19,737.01 sS 20,806.4 1
20,806.41
Total Due
Total $$ 19,737.01
19,737.01 $$ (5,729.99)
(5,729.99) $$ 14,007.03
14,007.03
RE:
RE: Boggy Creek
REPORT #fl11
!REPORT
[REPORT IN USO
mruso l
VOD Report
VOD‘Rebdfl
T
PREVIOUSLY CURRENT TO-DATE
TO-DATE
Gross
Gross Sales
Sales Netflix
Netflix U.S.
U.S. $$ -
.
$s -
.
$5 -
_
Gross
Gross Sales
Sales Canada Rights
Rights $5 -
-
$S -
-
s5 -
Gross
Gross Sales
Sales Other
Other Rights
Rights $5 -
-
$$ 7,029.86
7,029.86 $5 7,029.86
7,029,86
Less:
Less: Receivables
Receivables NetfliX U.S.
Netflix U.S. $$ -
~
$S - s$ -
Less:
Less: Receivables
Receivables Canada Rights
Rights $S -
—
$S -
-
sS -
-
Less:
Less: Receivables
Receivables Other Rights
Rights $$ - $S - $$ -
Gross
Gross Receipts
Receips $$ -o $5 7,029.86
7,029.86 $s 7,029.86
7,029.86
Less:
Less: Dist ribution Fee
Distribution 12.5 %
Fee 12.5 % $S --
$$ -
-
s$ -
Less:
Less: Distribution %
17.5 %
Distribution Fee 17.5 $S -
-
$$ ~
$$ -
-
Less:
Less: Distribution
Distribution Fee 15 %
Fee 15 % $S -
-
$S 1,054.48
1,054.48 $s 1,054.48
1,054.48
Less:
Less: Distribution
Distribution Expenses $S -»
$S 3,932.87
3,932.87 $S 3,932.87
3,932.87
Total Due
Tothue. - $$ -
- $$ 2,042.51
2,042.51 $$ 2,042.51
2,042.51
PHASE
PHASE 4 FILMS INC.
INC.
REPORT A5 AT OECEMBER
ROYALTY REPORTAS DECEMBER 31,
31. 2012
RE:
RE: Boggy Creek
REPORT#2
REPORT N 2
1REPORT U D
IN USO
REPORT!"
VOOReport
VOD Report PREVIOUSLY CURRENT TO.DATE
TO-DATE
Gross Sales
Gross Netfllx U.S.
Sales Nemlx U.S. $ -
-
$5 -
-
$ -
<
Gross Sales
Sales Canada Rights
Rights $ -
-
$5 -- s -
-
Gross Sales
Gross n
ghu
Sales Other Rlghts s 7,029.86 sS 2,454.86
2,454.86 s 9,484.72
Less:
Less: Receivables NetfllX
Netfllx U.S.
U.S. s -
-
s
S -
-
s -
-
Less:
Less: Receivables
Receivables Canada Rights
Rights s -
-
s
S -
-
s -
-
Less:
Less: Receivables
Receivables Other Rights
Highs s -
-
s
$ -
-
s -
-
Gross
Grog Recelpts
Receipt $ 7,029.86
7,029.86 $
s 2,454.86
2,454.86 $ 9,484.72
9,434.72
Less:
Less: Distribution 12.5 %
Distribution Fee 12.5 es $ - -
s
S -
-
s -
-
Less:
Less: Distribution 17.5 %
Distribution Fee 17.5 96 s - -
s
S -
~
$ .
-
Less:
Less: Distribution
Distribution Fee 15 %
Fee 15 96 s 1,054.48
1,054.48 s
S 368.23 s 1,422.71
1,422.71
Less:
Less: Distribution
Distribution Expenses s 3,932.87
3,932.87 $$ 294. 14
294.14 $ 4,227.01
4,227.01
LESS:
LESS: ADVANCE ROYALTY s .< $$ -
-
s .-
LESS:
LESS: ROYALTY PAID TO DATE $ .- $S 2,042.51
2,042.51 s 2,042.51
2,042.51
Total Oue
Tom! Due $ 2,042.51 $
2,042.51 $ (250.02)
(250.02) $ 1,792.49
1,792 .49
W
NET TO HANNWER
NETTO HANNOVER HOUSE $ 1,736.13
1,736.13 $ 1,523.62
1,523.62
1NE
REPORT IN USO
RTIN USD
Wm PHASE 4 FILMS INC.
ROYALTY REPORTAS
REPORT AS AT DECEMBER
OECEMBER 31
REPORT#2
31 1 2012
2012
“mum
TV/VOD Report PREVIOUSLY CURRENT TO-DATE
Gross Sales
Sales Netfllx
Netflix U.S.
U.S. s -
-
s
S -
-
s ..
Gross Sales
Sales Canada Rlghts
Righu $ .- s
S 1,585.15
1,585.15 s 1,585.15
1,585.15
Gross Sales
Sales Other Rights
Right s .- s
$ 10,341.65
10,341.65 s 10,341.65
10,341.65
Less:
Le“: Recelvables
Receivables NetflíX U.S.
Netfllx U.S. s - s - s -
Less:
Ins: Recelvables
Recelvables Canada
Canada Rights
Right s - s - s -
Less:
lass: Recelvables
Renewable: Other
Other Rights
Rlshs s - s - s -
Less: Distribution
Les: Distribution Fee 12.5 %
Fee 12.5 96 s - s - s -
Less: Distribution
Less: Dlstribuu'on Fee 17 %
.5 96
17.5 s - s 277.40
277.40 s 277.40
277.40
Less:
Less: Distribution
Distribution Fee 15 %
Fee 15 96 s - s 1,551.25
1,551.25 s 1,551.25
1,551.25
Less:
Less: Distribution
Distribution Expenses
Expenses s 3,034.92
3,034.92 sS 1,891.87
1,891.87 s 4,926.79
4,926.79
LESS:
LESS: ADVANCE ROYALTY
ROYALTY s 10,000.00
10,000.00 s$ - s 10,000.00
10,000.00
LESS:
lESS: ROYALTY PAID
PAID TO DATE s s - s -
!REPORT m
[REPORT IN USO
uso-
'
TV/VOD Report
TV/VOD Report; PREVIOUSLY
PREVIOUSLY CURRENT TO-DATE
Gross Sales Netfl
Gross Sales Netflixix U.S.
U.S. $$ -
-
$S -~ $$ -
—
Less:
Less: Receivables
Receivables Canada Rights
Rights $S -
-
$ -
s5 -
~
Less:
Less: Receivables
Receivables Other Rights
Rights $S -
-
$$ -
»
$S -
Gross
Grass Receipts
Receipt $$ -
- $$ 11,926.80
11,926.80 $s 11,926.80
11,926.80
Less: Distribution
Less: Diskribution 12.5 %
Fee 12.5 % $$ - $ -
'
$$ -
-
Less:
Less: Distribution
Distribution Fee 17.5 %
Fee 17.5 % $S -
-
$ 277.40
277.40 $$ 277.40
277.40
Less:
Less: Distribution
Distribution Fee 15 %
Fee 15 % $S $ 1,551.25
1,551.25 $S 1,551.25
1,551.25
Less: Distribution
Less: Distribution Expenses
Expenses $S 3,034.92
31034.92 $S 1,891 .87
1,891.87 $S 4,926.79
4,926.79
LESS:
LESS: A DVANCE ROYALTY
ADVANCE $S 10,000.00
10,000‘00 $$ - $S 10,000.00
10,000.00
LESS:
LESS: ROYALTY PAID TO DATE $
S -
- $5 . $5 _
Total
Total Due $$ (13,034.92)
(13,034.92) $s 8,206.28
8,206.28 $
s (4,828.64)
(4,828.64)
PHASE 4 FILMS INC.
ROYALTY REPORTAS
REPORT AS AT DECEMBER 31,
31, 2012
RE:
RE: Turtle:
Turtle: The lncredible
Incredible Journey
REPORT #
fl55
!REPORT IN USO
REPOR‘EIN
VOD Report
VOD.Repof!. PREVIOUSLY CURRENT TO-DATE
Gross Sales
Sales Netflix
Netflix U.S.
U.S. $$ 9S,OOO.OO
95,000.00 $S -
-
$S 95,000.00
95,000.00
Gross Sales Canada Rights
Gross Sales Rights $S 25,243.53
25,243.53 $5 181.35 $S 25,424 .88
25,424.88
Gross Sales Other Rights
Gross Sales Rights $$ 9,020.99
9,02039 $S 185.30 $S 9,206.29
9,206.29
Less:
Less: Receivabl es NetfliX
Receivables Netflix U.S.
U.S. $$ 47,S00.00
47,500.00 $S (11,875 .00) $
(11,875.00) S 35,625.00
35,625.00
Less: Receivables
Less: Recelvables nhs
g
Canada Rights $$ 12,187.50 $S (2,437.50) $
(2,437.SO) S 9,750.00
9,750‘00
Less:
Less: Receivables
Receivables Other Rights
Rights $5 $S -
$$ -
—
Gross
Grdss Receipts
flécelpb $$ 69,577.02
69,577.02 $$ 14,679.15
14,679.15 $S 84,256.17
84,256.17
Less:
Less: Distribution
Distribution Fee
Fee 12.5 %
12.5 % $$ 5,937.50
5,937.50 $S 1,484.38 $S 7,421.88
7,421.88
Less:
Less: Distribution %
Distribution Fee 17.5 % $$ 2,284.81
2,284.81 $$ 458.30 $S 2,743.10
2,743.10
Less: Distribution Fee 15 %
Less: Distribution $S 1,353.15
1,353.15 $$ 27.79 $S 1,380.94
1,380.94
Less:
Less: Distribution
Distribulion Expenses
Expenses $S 5,188.13 $$ 235.00
235‘00 $S 5,423.13
5,423.13
LESS:
LESS: ADVANCE ROYALTY $S 20,000.00
20,000.00 $$ -
-
$S 20,000.00
20,000.00
LESS:
LESS: ROYALTY
ROYALTV PAID TO DATE $$ 20,806.41 $S 14,007.03
14,007.03 $S 34,813.44
34,813.44
Total Due
Toml $$ 14,007.03
14,007.03 $
$ (1,533.35)
(1,533,35) $
$ 12,473.67
12,473.67
RE:
RE: Boggy
Boggy Creek
REPORT #fl 2
!REPORT
REPORT IN USO
USD
VODReport
VOD Report PREVIOUSLY CURRENT TO-DATE
Gross
Grass Sales
Sales Netflix
Netfllx U.S.
U.S. $5 -
-
$$ -
-
$S -
—
Gross
Gross Sales
Sales Canada Rights
Rights $S -
-
$S -
$S -
-
Gross
Gross Sales
Sales Other
Other Rights
Rights $S 7,029.86
7,029.86 $S 2,454.86
2,454.86 $S 9,484.72
9,484.72
Less:
Less: Receivables
Receivables NetfliX
Netflix U.S.
U.S. $$ - $S - $S »
Less:
Less: Receivables
Receivables Canada
Canada Rights
Rights $$ - $$ - $S .
Less:
Less: Receivables
Receivables Other
Other Rights
Rights $$ -
-
$$ - $S »
Gross
Gross Receipts
Receipts $
$ 7,029.86
7,029.86 $S 2,454.86
2,454.86 $S 9,484.72
9,484.72
Less:
Less: Distribution 12.5 %
Distribution Fee 12.5 % $5 $
$ -
~
$S
Less:
Less: Distribution
Distribution Fee 17.5 %
17.5 % $S -
$
S -
$S ~
Less:
Less: Distribution 15 %
Fee 15
Distribution Fee % $5 1,054.48
1,054.48 $S 368.23
36813 $S 1,422.71
1,422.71
Less:
Less: Distribution Expenses
Distribution Expenses $S 3,932.87
3,932.87 $S 294 .14
294.14 $S 4,227.01
4,227,01
LESS:
Less: ADVANCE ROYALTY
ROYALTY $S .
-
$S . $s .
LESS:
LESS: ROYALTY PAID
PAID TO
T0 DATE $S -
$S 2,042.51
2,042.51 $
S 2,042.5
2,042.511
Total
Total Due $
$ 2,042.51
2,042.51 $$ (250.02) $
(250.02) $ 1,792.49
1,792.49
PHASE 4 FI LMS INC.
FILMS INC.
ROYALTY REPORTAS
REPORT A5 AT JUNE 30,
30, 2013
RE:
RE: Turtle:
Turtle: The lncredible
Incredible Journey
REPORT #fl 7
7
REPORT ININ USO
USD
veo
7
,VOD Report
Rep‘o‘n PREVIOUSLY CURRENT TO-DATE
Gross Sales
Sales Netflix
Netflix U.S.
U.S. $S 95,000.00 $$ »
$S 95,000.00
Gross Sales
Sales Canada Rights
Rights $S 25,573.22 sS 57.97 sS 25,631.19
Gross Sales
Sales Other Rights
Rights $S 9,434.97 sS 1,323.18 $S 10,758.15
10,758.15
Less: Receivables
Less: Receivables NetfliX
NetfllX U.S.
U.S. $S 23,750 .00
23,750‘00 sS (11,875.00) $
(11,875.00) S 11,875.00
11,875.00
Less: Receivables
Less: Receivables Canada Rights
Rights $S 7,312.50
7,312‘50 s$ (2,437.50)
(2,437.50) Ss 4,875.00
4,875.00
Less:
Less: Receivables
Receivables Other Rights
Rights sS .- $S -
sS . »
Gross Receipts
GrossReceipts $$ 98,945.69
98,945.69 $
$ 15,693.65
15,693.55 $$ 114,639.34
114,639.34
Less:
Less: Distribution
Distribution Fee 12.5 %
Fee 12.5 % s$ 8,906.25
8,906.25 $S 1,484.38
1,484.38 sS 10,390.63
10,390.63
Less:
Less: Distributi on Fee
Distribution Fee 17.5 %
17.5 % sS 3,195.63 $S 436.71 $S 3,632.33
3,632.33
Less: %
Distribution Fee 15 %
Less: Distribution $S 1,415.25 s
S 198.48 sS 1,613.72
1,613.72
Less:
Less: Distribution
Distribution Expenses $5 5,519.08 $S 159.43
159.43 $$ 5,678.5
5,678.511
LESS:
LESS: ADVANCE ROYALTY
ROVALTY $S 20,000.00 $S . $S 20,000.00
20,000.00
LESS:
LESS: ROYALTY PAID TO DATE $S 47,287.11 $S 112,622.38
2,622.38 $S 59,909.49
59,909.49
Total
Total Oue
Due $s 12,622.38
12,622.38 $s 792.28
792.28 $s 13,414.66
13,414.66
REPORT IN
IN USO
USD
RE:
w.
RE: Boggy
Boggy Creek
REPORT# 3
veo Report
VODrflreport PREVIOUSLY
PREVIOUSLV CURRENT TO-DATE
Gross Sales Netflix
Gross Sales Netflix U.S.
U.S. $S .-
$S .- $$ .-
Less: Receivables
Less: Receivables NetfliX
Nerflix U.S.
U.S. $S .
-
$S -
$$ .-
Less:
Less: Receivables
Receivables Canada Rights
Rights $$ .- $S .< $S .
-
Less:
Less: Receivables
Receivables Other
Other Rights
Rights $S .
v $S -
s$ .
-
Gross Receipts
GrossRecelpts $$ 11,145.05
11,145.05 $5 892.53
892.53 $S 12,037.58
12,037.58
Less:
Less: Distribution %
12.5 %
Distribution Fee 12.5 $s .
-
sS .- $S .
-
Less:
Less: Distribution
Dismbution Fee %
17.5 %
Fee 17.5 sS 1.05
1.05 sS 62.10 s
S 63.15
63.15
Less:
Less: Distribution Fee 15 %
Distribution Fee $S 1,670.86
1,670.86 Ss 80.65 $S 1,751.51
1,751.51
Less:
Less: Distribut ion Expenses
Distribution $S 5,132.03
5,132.03 $$ 369.00
369.00 $S 5,501.03
5,501‘03
LESS:
LESS: ADVANCE ROYALTY $S .
-
$S .- s5 -
LESS:
LESS: ROYALTY PAID TO DATE $5 3,835.00
3,835.00 $S 506.11 $S 4,341.11
Total
Téml Due $5 506.11
506.11 $$ (125.33) $
(125.33) 5 380.78
380.78
5/31 /2018
5/31 /201 8 https://www.sec.gov/Archives/edgar/data/1069680/00014
https:lew.sec.gov/Archives/edga 7124214000317/hhse1
r/d ata/1 069680/0001 471 2421 400031 7/hhse 1 Oq06302014.htm
0q0630201 4.htm
UTC MARKETS
OTC MAR.KETS GU!DELINES
GUIDELINES ITEM /TEM 99 - Providc
-
Provide contact
contact intormation íor thc
information for the outside providers
providers that
that advise on matters relati ng 10
relating to thc
the
operations, business development
operations, business development and disc losurc , as
disclosure. as of lhc
thc period
period cnding. 6-3-20 14:
ending 6-3-20 l4:
Lisa Higgins,
Lisa Higgins, CPA Jim Scheltema, Esq.
Scheltema, Esq.
111
lll N. Church Ave.
N. Ave. 44 75 Woodbine Road
4475
Fayettevillc. AR 72701
Faycttevillc, Milton, FL 32571
Milton.
(479)
(479) 442-8731 (850)
(850) 995-4885
UeLisal--log(alaol.com
DeLisal-logMiaol.com JimScheltema~gmail.com
.limSchcltemafigmaiMom
-16-
_ 6-l
https://www.sec.gov/Archives/edgar/data/1069680/00014
httpszllwwwsec.gov/Archives/edgar/dam/1 7124214000317/hhse
06968010001 471 2421 400031 7/h hse 11Oq0630201
Oq06302014.htm
4.htm 17/18
17/1 8
EXHIBIT
33
5/31/2018
5/31 /201 8 https://www.sec.gov/Archives/edgar/data/1069680/00014 7124214000317/
httpsz/lwwwsec.gov/Archives/edgar/datan 06968010001 471 hhse 1Clq06302014.htm
2421 400031 7/hhse1 0q0630201 4.htm
SIGNATURES
Pursuant
Pursuant to
to the
the requirements
requirements of the
the Securitics
Secumics Exchange Ac
Actt o
0fr lI934.
93 4, the
Lhe registrant
registrant has
has duly
duly caused this
this report
report to
lo be signed
signed on its
ils
behalf by the
behalfby undersigned, thereunto
the undersigned, Lhereunlo duly
duly authorized.
authorized.
l)ate: August 15
Date: IS,, 20
20 14
I4 Hannovcr
Hannover Housc,
House, lnc.
lnc.
By:
13y: /s/
/s/ Eric F. Parkinson
Eric F.
Eric F.
Eric F. Parkinson,
Parkinson,
Chairman & ChicfChief Executive Office
Ollicerr
https://www.sec.gov/Archives/edgar/data/1069680/00014
hftpsZ/lwww.sec.gov/Archives/edgarldamfl 7124214000317/hhse
069680/0001 471 2421 400031 7/hhse 1
1 Oq06302014.htm
Oq0530201 4.htm 18/18
18/1 8
EXHIBIT
4
4
Page 1 of
1 30
of30
10-Q
lO-Q l hhse l0q063020 15. htm HHSEIOQ063020
hhse10q06302015.htm
l l5
HHSEIOQO63020l5
UNITEO
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITlES ANO
Washington. o.e.
Washington, D.C. 205-'9
20549
FORM 10-Q
lO-Q
For the
the quartcrly period cndcd:
quarterly period ended: June
June 30,
30, 2015
2015
Hannovcr
Hannover Housc,
House. lnc.
Inc.
(Exac
(Exactt na.me
name of
of registrnnt
registrant as
as specified
specified in
in its
ils c ha rter)
charter)
Wyoming 000-28723
000—28723 91-1906973
(State
(State or
or Other
Other Jurisdiction
Jurisdiction (Commission (I.R.S.
(IRS. Employer
Employer
of
of lncorporation
Incorporation or
or Organization)
Organimlion) File
Filc Numbcr)
Number) lde ntification No.)
Identification No.)
1428 Chester
Chester Strcet,
Street. St>ringdale,
Springdale. AR 7276-'
72764
(Address
(Address of
of Principal
Principal Executive
Executive Offices)
Offices) (Zip
(Zip Code)
Code)
-'79-751--'500
479-751-4500
(RegisLrant's
(Registrant‘s te lephone numbcr.
telephone number. including
including area
area code)
code)
f/k/a
f/k/a "Targct
"Target Ocvclopmcnt
Development Group,
Group, lnc."
Inc."
f/k/a "Mindsct
f/k/a "Mindset lnteractive
Interactive Corp."
330 Clematis
330 Clematis Strect,
Street, Suite
Suite 217,
217, Wcst
West Palm Bcach,
Beach, Flo rida 33-'0J
Florida 33401 (561)
(561) 514-0936
514-0936
(Fom1er
(Former name or fonner
fonncr add ress and fonne
address fonncrr fiscal year. if
fiscal year. if c hanged ssince
changed incc last
last report)
repon)
Indicatc
Indicate by
by check ma rk whe
mark t11er the
whether the registran!
registrant (1
(l)) has
has filed
filed all
all reports
reports requircd
required to
lo be
be filed
filed by
by Sectio
Sectionn 13
l3 or
or l5(d)
15(d) of
ol' the
the
Securities Exchange Act of 193-l
Securities 1934 during
during the
[he preccding
prcccding 12 12 months (or(or for
for suc
suchh shorter
shorter period
period tliat
that the
the registrant was
registran!
requi red to
rcquimd lo file
file suc h reports).
such reports). and (2)
(2) has
has bccn
bccn subjcct
subject to
to suc
suchh filing
filing rcquirements
requirements for
for t11e
[he past
past 90 days.
days, Yes O D No 0
Indicate
Indicate byby check mark whether t11e the regislrant
registrant has
has submitted
submitted e lectronically and posted
electronically posted o n its
on its co site. if
rporate Web site.
corporate if any.
any.
every
every lnteractive
Interactive Data
Data File
File requircd
required to
lo be
bc submittcd
submitted and
21nd posted pursuant to
postcd pursuant lo Rule
Rule 405 ofof Regulation
Regulation S-T (§232.405
(§232‘405 of
of tlús
llu's
chapte
chapter)r) during
during t11e
the preceding
preceding 12 mont11s (or
12 months (or fo r such
for such shorter
shorter period
period t11at
that ilie
the registran!
registrant was required
required to
lo submit
submit aand
nd post
post
suc
suchh files).
files). Yes O D No 0E
Indicate
Indicate by
by c heck mark whether t11e
check the regist.rant
negieranI is
is a
a la rgc accc
large leratcd filer.
accelerated filer. a n acce
an lerated file
accelerated filer.r. aa non-accelerated
non-accclcmlcd filer.
filer. ora
or a
smaller
smaller reporting
reponing company.
company.
Large
Large accelerated
accelerated filer D
filer O Acceleratcd
Accelerated file D
filerr O No n-accelerated filer
Non-accelemted filer OD Smaller
Smaller re
mponing M
porting company 0
lndicate by check ma.rk
Indicate by mark whet he r t11e
whether registrnnt is
lhc registrant is a
a shell
shell company (as
(as defined
defined in Rule e
in Rule l 2b-2 l
-Z of
of thc
the
Act).
Act). D No 0
Yes O
https://www.sec.gov/ Archives/edgar/data/1069680/000
https://www.sec.gov/Archives/edgar/data/ 069680/000 1471242
47 242 15000073/
l hhse I Oq0630201.
5000073/hhse1 0q063020 ..
l l 1 l 6/4/20
6/4/20118
8
4:10 PM
4:10 Hannover
Hannover]/ Medallion
Medallion
04/24/17
04/24/17 Sales by
by ltem
Item Detail
Detail
Accrual
Accrual Basis AII
All Transactions
Transactions
Type
Type Date Num Memo
Memo Name Qty
Qty Sales
Sales Price
Price Amount Balance
Balance
lnventory
Inventory
Boggy Creek DVD
lnvoice
Invoice 9/13/2011
9/13/2011 2630 ...
2630... Boggy
Boggy Creek
Creek ... Navarre Distribution
Distribution.“... 40
40 7.47
7.47 298.80
298.80 298.80
lnvoice
Invoice 9/13/2011
9/13/2011 2630 ...
2630... Boggy
Boggy Creek
Creek ... Navarra
Navarre Distribution
Distribution,“... 1,200
1.200 7.47
7.47 8,964.00
8,964.00 9,262.80
9,262.80
lnvoice
Invoice 9/13/2011
9/1 3/2011 2630 ...
2630... Boggy
Boggy Creek
Cteek ... lngram
Ingram Entertainment
Entertainment 173
173 7.47
7.47 1,292.31
1,292.31 10,555.11
10,555.11
lnvoice
Invoice 9/13/2011
9/13/2011 2630 ...
2630”. Boggy
Boggy Creek
Creek ... lngram
Ingram Entertainment
Entertainment 46
46 7.47
7,47 343.62
343.62 10,898.73
10.898.73
lnvoice
Invoice 9/13/2011
9113/2011 2630 ...
2630... Boggy
Boggy Creek
Creek ... lngram
Ingram Entertalnment
Emenalnment 58
58 7.47
7.47 433.26 11 ,331 .99
11,331.99
lnvoice
Invoice 9/13/2011
9/1 3/2011 2630 ...
2630... Boggy
Boggy Creek
Creek ... Super D Wholesale
Wholesale 30
30 6.73
6.73 201
201 .90
.90 11 ,533.89
11.533.89
lnvoice
Invoice 9/13/2011
9/1 3/2011 2630 ...
2630... Boggy
Boggy Creek
Creek ... Movies Unlimited
Unlimited 10
10 7.47
7.47 74.70
74‘70 11 ,608.59
11.60859
lnvoice
Invoice 9/13/2011
9/13/2011 2630 ...
,. Boggy
Boggy Creek
Creek .. . Alliance
Alliance Entertainm
Entenainm.“ ... 90
90 6.73
6.73 605.70
605‘70 12,214.29
12.21429
lnvoice
Invoice 9/13/201
9/13/20111 2630 ...
2630.“ Boggy
Boggy Creek
Creek ... lngram
Ingram Entertainment
EnteNainmenl 5
5 7.47
7,47 37.35 12,251 .64
12,251.64
lnvoice
Invoice 9/13/2011
9/13/2011 2630 ...
2630”. Boggy Creek
Creek ... lngram
Ingram Entertainment
Entertainment 8
8 7.47
7 47 59.76
59.76 12,311.40
12.31 1.40
lnvoice
Invoice 9/13/2011
9/13/2011 2630 ...
2630,. Boggy
Boggy Creek
Creek ... lngram
Ingram Entertainment
Entertainment 33 7.47
7‘47 22.41
22.41 12,333.81
12.33181
lnvoice
Invoice 9/15/2011
9r15/2011 2630 ...
2630.” Boggy
Boggy Creek
Creek ...
, Alliance
Alliance Enlertainm
Entenainmvh ... 30
30 6.73
6.73 201
201 .90
‘90 12,535.71
12.535.71
lnvoice
Invoice 9/23/2011
9/23/2011 2630 ...
2630.” Boggy
Boggy Creek
Creek .. . Team Marketing
Marketing 60 6.00
6.00 360.00
360.00 12,895.71
12,895,71
lnvoice
Invoice 9/23/2011
9/23/2011 2630 ...
2630“. Boggy
Boggy Creek
Creek ... Team Marketing
Marketing 45 6.00
6.00 270.00
27000 13. 165.71
13.16571
lnvoice
Invoice 9/26/20111
9/26/201 2630 ...
2630”. Boggy
Boggy Creek
Creek ... Alliance
Alliance Entertainm
Entenainm... ... 30 8.98
8‘98 269.40
269 40 13,435
13.435 11 11
lnvoice
Invoice 9/30/2011
9/30/2011 2630 ...
2630.” Boggy
Boggy Creek
Creek ... Alliance
Alliance Entertainm
Entertainmm ... 30
30 6.73
6.73 201 .90
201.90 13,637.01
13.63701
lnvoice
Invoice 10/10/2011
10/1 0/2011 2631...
2631... Boggy Creek ... Super D Wholesale
Wholesale 16
16 6.73
6.73 107.68
107 68 13,744.69
13,744.69
lnvoice
Invoice 10/
10/119/2011
912011 2631...
2631... Boggy
Boggy Creek
Creek ... Super D Wholesale
Wholesale 55 6.73
6.73 33.65
33.65 13,778.34
13.778.34
lnvoice
Invoice 10/21/2011
10I21/2011 2631 .. .
2631 Boggy
Boggy Creek
Creek ...
.. Alliance
Alliance Entertainm
Entenalnm... ... 90
90 6.73
6.73 605.70
605.70 14,384.04
14.384404
lnvoice
Invoice 10/28/2011
10/28I2011 2631...
2631 Boggy
Boggy Creek
Creek ... Alliance
Alliance E ntertainm ...
Entenalnm.“ 30
30 6.73
6.73 201
201 .90
‘90 14,585.94
14,585.94
lnvoice
Invoice 10/28/2011
10I28/2011 2631...
2631 Boggy
Boggy Creek
Creek ... Super D Wholesale
Wholesale 10
10 6.73 67.30
67‘30 14,653.24
14.65324
lnvoice
Invoice 10/31/2011
10l31/2011 2631..
2631 . Boggy
Boggy Creek
Creek ... Super D Wholesale
Wholesale 10
10 6.73
6‘73 67.30
67.30 14,720.54
14.720.54
lnvoice
Invoice 11/10/2011
1111 0/2011 2631...
2631 Boggy
Boggy Creek
Creek ... lngram
Ingram Entertainment
Emenalnmem 33 7.47
7.47 22.41
22.41 14,742.95
14,742.95
lnvoice
Invoice 11/11/2011
11I1 1I2011 2632 ...
2632... Boggy
Boggy Creek
Creek ... lngram
Ingram Entertainment
Emenainment 55 7.47
7.47 37.35
37.35 14,780.30
14.78030
lnvoice
Invoice 11/17/2011
11/17/2011 2631 ... Boggy
Boggy Creek
Creek .. . Super D Wholesale
Wholesale 88 6.73
6.73 53.84
53.84 14,834.14
14,834.14
lnvoice
Invoice 11/21/2011
11I21/2011 2631...
2631 Boggy
Boggy Creek
Creek ... Super D Wholesale
Wholesale 55 6.73
6.73 33.65
33.65 14,867.79
14.867.79
lnvoice
Invoice 11/22/2011
11l22/2011 2631...
2631 Boggy
Boggy Creek
Creek ... Alliance
AIliance Entertainm
Entertainm...... 60 6.73
6.73 403.80 15,271 .59
15,271.59
lnvoice
Invoice 11/29/2011
11/29/2011 2631...
2631 Boggy
Boggy Creek
Creek ... Super D Wholesale
Wholesale 15
15 6.73
6.73 100.95
100‘95 15,372.54
15,372.54
lnvoice
Invoice 11/30/2011
11l30/2011 2631
2631 ... Boggy
Boggy Creek
Creek ... Movies Unlimited
Unlimited 10
10 7.48
7.48 74.80
74.80 15,447.34
15,447.34
lnvoice
Invoice 12/2/2011
12/2/2011 2632 ...
2632.” Boggy
Boggy Creek
Creek ... Movies
Movies Unlimited
Unlimited 3 7.48
7.48 22.44
22.44 15,469.78
15,469.78
lnvoice
Invoice 12/6/2011
12/6/2011 2632 ...
2632.” Boggy
Boggy Creek
Creek ... Movies Unlimited
Unlimited 55 7.48
7.48 37.40
37.40 15,507.18
15,507.18
lnvoice
Invoice 12/7/2011
12l7/2011 2632 ...
2632... Boggy
Boggy Creek
Creek .. .. Super D Wholesale
Wholesale 10
10 6.73
6.73 67.30
67,30 15,574.48
15.574.43
lnvoice
Invoice 12/9/2011
12/9/2011 2632 ...
2632... Boggy
Boggy Creek
Creek ... Midwest Tape Co. Co. 22 65‘73
.73 13.46
13.46 15,587.94
15,587.94
lnvoice
Invoice 12/9/2011
12I9/2011 2632 ...
2632... Boggy Creek . ..
Boggy Creek Midwest Tape Co. Co. 33 66.73
.73 20.19
20. 19 15,608.13
15.606. 1 3
lnvoice
Invoice 12/20/2011
12/20/2011 2632 ...
2632.“ Boggy Creek ... Super D Wholesale
Wholesale 10
10 6.73 67.30
67.30 15,675.43
15.67543
lnvoice
Invoice 1/5/2012
1/5/2012 2632 ...
2632... Boggy
Boggy Creek
Creek ... lngram
Ingram Entertainment
Entenainmenl 11 7.47
7.47 7.47
7.47 15,682.90
15,632.90
lnvoice
Invoice 1/9/2012
1l9/2012 2632 ...
2632... Boggy Creek . ..
Boggy Creek Super D Wholesale
Wholesale 15
15 6.73 100.95
100.95 15,783.85
15,783,85
lnvoice
Invoice 1/23/2012
1l23l2012 2632 ...
2632... Boggy Creek ... Phase 44 Films
Films 17.000
17.000 4.85 82,450.00
82.450.00 98,233.85
98,233.85
lnvoice
lnvolce 1/25/2012
1/25/2012 2632 ...
2632... Boggy Creek ... Navarre
Navan’e Distribution
Distribution.“... 10
10 7.47
7.47 74.70
74‘70 98,308.55
98,308.55
lnvoice
Invoice 1/30/2012
1130/2012 2632 ...
2632”. Boggy
Boggy Creek
Creek ... Super D Wholesa
Wholesale le 11
11 66.73
.73 74.03
74.03 98,382.58
98.382458
lnvoice
Invoice 1/30/2012
1/30/2012 2632 ...
2632... Boggy
Boggy Creek
Creek ... Movies Unlimlted
Unlimited 10
1o 7.47
7,47 74.70
74.70 98,457.28
98.45728
lnvoice
Invoice 2/1/2012
2/1/2012 2632 ...
2632... Boggy Creek ... Super D Wholesale
Wholesale 7 6.73
6.73 47.11
47.11 98,504.39
98.50439
lnvoice
Invoice 2/6/2012
2/6/2012 2632 ...
2632“. Boggy
Boggy Creek
Creek ... Phase 4 Films
Films 1,000
1.000 44.85
.85 4,850.00
4.850.00 103,354.39
103,354.39
lnvoice
Invoice 2/9/2012
2/9/2012 2632 ...
,. Boggy
Boggy Creek
Creek ... lngram
Ingram Entertainment
Entertainment 13
13 7.47
7.47 97.11
97.11 103,451
103.451 .50
.50
lnvoice
Invoice 2/10/2012
2l10l201 2 2633 ...
2633... Boggy
Boggy Creek
Creek ... Movles
Movies Unlimiled
Unllmited 8B 7.47
7‘47 59.76
59.76 103,511
103.51 1 .26
.26
lnvoice
Invoice 2/13/2012
2/13/2012 2633 ...
2633... Boggy Creek ... Alliance
Alliance Entertainm
Entenainm... ... 20
20 6.73
6473 134.60
134.60 103,645.86
103,645.85
lnvoice
Invoice 2/21/2012
2121/2012 2633 ...
2633.“ Boggy Creek ... Super
Super D Wholesale
Wholesale 5 66.73
.73 33.65
33.65 103,679.51
103,679.51
lnvoice
Invoice 2/21/2012
HZ1I2012 2633 ...
2633‘“ Boggy Creek
Creek ...
n Movies Unlimited
Unlimited 55 77,47
.47 37.35
37.35 103,716.86
103.716.86
lnvoice
lnvolce 2/22/2012 2633 ...
2633... Boggy
Boggy Creek
Creek ... Super D Wholesale
Whoiesale 10
1O 6.73
6.73 67.30
67.30 103,784.16
103,784.16
lnvoice
Invoice 3/6/2012
3/6/201 2 2633 ...
2631,. Boggy
Boggy Creek
Creek ... Movies Unlimited
Unlimited 33 7.47
7'47 22.41
22.41 103,806.57
103,806.57
lnvoice
Invoice 3/9/2012
319/201 2 2633 ...
2633.. Boggy
Boggy Creek
Creek ... Phase 44 Films
Films 725 44.85
.85 3,516.25
3.51625 107,322.82
107.322.82
Page
Page 11
•
4:10
4:10 PM Hannover
Hannover]/ Medallion
04/24/1
041241177 Sales by
by ltem
Item Detail
Detail
Accrual
Accrual Bas is
Basis AII
All Transactions
Type
Type Date
Date Num Memo
Memo Name Qty
Qty Sales Price
Price Amount Balance
lnvoice
Invoice 3/15/2012
3/15/2012 2633 ...
2633.. Boggy
Boggy Creek ... Movies Unlimiled
Unlimited 3 7.47 22.41
22.41 107,345.23
107,345.23
lnvoice
Invoice 3/16/2012
3/16/2012 2633 ...
2633.“ Boggy Creek ... Alliance
Alliance Entertainm
Entenainm.” ... 30 6.73 201 .90
201.90 107,547.13
107.547‘13
Credit Memo
Credit 3/23/2012
3/23/2012 2633 ...
2633... Boggy Creek ... Nava rra Distribution
Navarre ...
Distribution... ·81
-81 7.47
7.47 -605 .07
-605.07 106,942.06
106,942.06
lnvoice
Invoice 3/28/2012
3/28/2012 2633 ...
2633.“ Boggy Creek ... Phase 4 Films
Films 700 4.85
4.85 3,395 .00
3.395.00 110,337.06
110,337.06
lnvoice
Invoice 3/28/2012
3/28/2012 2633 ...
2633.. Boggy Creek ... Movies Unlimited
Unlimited 55 7.47
7.47 37 .35
37.35 110,374.41
110,374.41
lnvoice
Invoice 3/28/2012
3/28/2012 2633 ...
2633.“ Boggy
Boggy Creek
Cteek ... Movies Unlimited
Unlimited 33 7.47
7.47 22 .41
22.41 110,396.82
110,396.82
lnvoice
Invoice 4/1/2012
4/1/2012 263616 Boggy Creek ... Phase 4 4 Films
Films 4,000
4.000 4.85
4.85 19,400.00
19.400.00 129,796.82
129,796.82
lnvoice
Invoice 4/1/2012
411/2012 263617 Boggy
Boggy Creek
Cleek ... Phase 4 4 Films
Films 3,000
3.000 4.85
4.85 14,550.00
14.55000 144,346.82
144346.82
lnvoice
Invoice 4/1/2012
411/2012 263618 Boggy
Boggy Creek ... Phase 4 Films
Films 3,275
3.275 4.85
4.85 15,883.75
15,883.75 160,230.57
160.2305?
lnvoice
Invoice 4/1/2012
411/2012 263619 Boggy
Boggy Creek
Creek ... Phase 4 4 Films
Films 2,000
2.000 4.85
4.85 9,700.00
9,700.00 169 ,930.57
169.930.57
lnvoice
Invoice 4/1/2012
411/2012 263620 Boggy Creek .. .
Boggy Phase 4 Films
Films 2,000
2,000 4.85
4.85 9,700.00
9,700.00 179,630.57
179,630.57
lnvoice
Invoice 4/9/20122
419/201 2633 ...
2633... Boggy
Boggy Creek ... Super O D Wholesale
Wholesale 33 6.73
6‘73 20.19
20.19 179,650.76
179,650.76
lnvoice
Invoice 4/12/2012
4/12/2012 2634 ... Boggy
Boggy Creek
Creek ... lngram
Ingram Entertainment
Entertainment 55 7.47
7‘47 37 .35
37.35 179,638.111
179,688.1
lnvoice
Invoice 4/12/2012
4/12/2012 2634 ...
.. Boggy
Boggy Creek
Creek ... Phase 4 Films
Films 300 4.85
4,85 1,455.00
1,455.00 181,143.
181 .143.“ 11
lnvoice
Invoice 4/1 2/2012
4/1 2/2012 2634 ...
2634.. Boggy
Boggy Creek ... Phase 4 Films
Films 2,000
2,000 4.85
4,85 9,700.00
9,700.00 190.843. 11
190,843. 11
lnvoice
Invoice 4/12/2012
4/12/2012 2634 ...
2634... Boggy
Boggy Creek ... Phase 4 Films
Films 610 4.85 2,958.50
2,958.50 193,801
193.801 .61
.61
lnvoice
Invoice 4/13/2012
4/13/201 2 2634 ...
2634... Boggy
Boggy Creek ... lngram
Ingram Entertainment
Entertainment 10 7.47
7.47 74.70
74,70 193,876.31
193,876.31
lnvoice
Invoice 4/17/2012
4/1712012 2634 . ..
2634... Boggy
Boggy Creek ... Movies Unlimited
Unlimiied 22 7.47
7.47 14.94
14.94 193,891.25
193,891 .25
lnvoice
lnvoioe 4/20/2012
4/20/2012 2634 ...
2634“. Boggy
Boggy Creek ... Phase 4 Films
Films 390 4.85
4‘85 1,891
1.891 .50
.50 195,782.75
195,762.75
lnvoice
Invoice 4/20/2012
4/20/2012 2634 ...
2634... Boggy
Boggy Creek ... Phase 4 Films
Films 1,000
1.000 4.85
4.85 4,850.00
4,850.00 200,632.75
200,632.75
lnvoice
Invoice 4/25/2012
4/25/201 2 2634 .. .
2634“. Boggy
Boggy Creek ... Movies Unlimited
Unlimited 22 7.47
7.47 14.94
14.94 200,647.69
200.64759
lnvoice
Invoice 4/25/2012
4/25/2012 2634 ...
2634”. Boggy
Boggy Creek ... lngram
Ingram Entertainment
Entertainment 88 7.47
7‘47 59.76
59.76 200,707 .45
200.707,45
lnvoice
Invoice 6/18/2012
6/18/201 2 2635 ...
2635", Boggy Creek ...
Boggy Midwest Tape Co. Co. 22 7.48
7.48 14.96
14.96 200,722.41
200,722.41
lnvoice
Invoice 7/16/2012
7/16/2012 263565 Boggy
Boggy Creek
Creek ... Midwest Tape Co. Co. 33 7.48
7.48 22.44
22.44 200,744 .85
200.744‘85
lnvoice
Invoice 8/14/2012
8/14/2012 263607 Boggy
Boggy Creek ... V.P.D.
V.P.D. 55 3.98
3,98 19.90
19.90 200,764.75
200164.75
lnvoice
Invoice 8/15/2012
8/1 5/2012 263610 Boggy Creek ... Baker & 5. Taylor
Taylor Video
\fideo 5 3.47
3‘47 17.35
17.35 200,782.10
200,782.10
lnvoice
Invoice 8/15/2012
8/1 5/201 2 26361
2636111 Boggy
Boggy Creek ... lng ram Entertainment
Ingram Entertainment 100
100 3.47
3.47 347 .00
347.00 201,129.1
201 .129.1O 0
lnvoice
|nvoice 8/15/2012
8/1 5/201 2 263612
26361 2 Boggy
Boggy Creek ...
.. lngram
Ingram Entertainment
Entertainment 30
30 3.47
3.47 104.10
104. 0
1 201,233.20
201 233.20
lnvoice
Invoice 8/15/2012
8/1 5/201 2 263613
26361 3 Boggy
Boggy Creek ... lng ram Entertainment
Ingram Entertainment 10
10 3.47
3.47 34.70
34.70 201 ,267.90
267.90
lnvoice
Invoice 8/16/2012
8/16/2012 263614 Boggy
Boggy Creek ... Phase 4 Films
Films 3,000
3.000 4.85
4,85 14,550.00
14.550.00 215,817.90
215.817.90
lnvoice
Invoice 8/22/2012
8/22/2012 263627 Boggy
Boggy Creek
C(eek ... Super D Wholesale 5 6.73
6.73 33.65
33.65 215.851 .55
215,851 .55
lnvoice
Invoice 8/23/2012
8/23I201 2 263628 Boggy
Boggy Creek ... Alliance
Alliance Entertainm
Entertainm... ... 20 3.60
3.60 72.00
72.00 215,923.55
21 5.923.55
lnvoice
Invoice 8/28/2012
8/28/201 2 263633 Boggy Creek ... Super D Wholesa
Wholesale le 5 3.60 18.00
18,00 215.941 .55
215,941 .55
lnvoice
Invoice 8/29/2012
8/29/201 2 263635 Boggy
Boggy Creek ... lngram
Ingram Entertainment
Entertainment 22 4.00
4.00 8.00
8.00 215,949.55
215,949.55
lnvoice
Invoice 8/29/2012
8/29/201 2 263636 Boggy Creek ... lngram
Ingram Entertainment
Entertainment 5 4.00 20.00
20.00 215,969.55
215.969455
lnvoice
Invoice 8/29/2012
8/29/201 2 263637 Boggy
Boggy Creek ... lng ram Entertainment
Ingram Entertainment 37 4.00
4‘00 148.00
148.00 216,117.55
216.1 7,55
1
lnvoice
Invoice 9/5/2012
9/5/2012 263642 Boggy
Boggy Creek ... Super D Wholesale
Wholesale 22 6.73
6.73 13.46
13.46 216,131
216.131 .01
.01
lnvoice
Invoice 9rl/2012
9/7/2012 263644 Boggy
Boggy Creek ... lngram
Ingram Entertainment
Entenainmenl 6
6 4.00
4.00 24.00
24‘00 216,155.01
216,1 55.01
lnvoice
Involce 9/7/2012
9/7/2012 263645 Boggy Creek ... lngram
Ingram Entertainment
Entertainment 3 4.00
4.00 12.00
12.00 216,167.01
216,167.01
lnvoice
Invoice 9/7/2012
9/7/2012 263646 Boggy
Boggy Creek
Cmek ... lngram
Ingram Entertainment
Enteriainment 3 4.00
4.00 12.00
12.00 216,1 79.01
21 6.17901
lnvoice
Invoice 9/11/2012
9/1 1I2012 263648 Boggy
Boggy Creek ... Midwest Tape Co. Co. 11 7.48
7.48 7.48
7.48 216, 186.49
216,186.49
lnvoice
Invoice 9/20/2012
9/20/2012 263658 Boggy
Boggy Creek
Cleek ... lngram
Ingram Entertalnment
Entenalnment 20
20 4.00
4.00 80.00
80‘00 216,266.49
216,266.49
lnvoice
Invoice 10/29/2012 263733 Boggy
Boggy Creek
Creek ... lngram
Ingram Entertainment
Entertainment 10
10 4.00
4.00 40.00
40.00 216,306.49
216306.49
lnvoice
lnvolce 11/13/2012
11I1 3I201 2 263753 Boggy
Boggy Creek ... V.P.D.
V.P.D. 11 3.98
3‘98 3.98
3.98 216,310.47
216.31 0.47
lnvoice
Invoice 11/21/2012
11/21/201 2 263760 Boggy
Boggy Creek ... V.P.D.
V. PD. 11 3.98
3.98 3.98
3.98 216,314.45
21 6.31 4‘45
lnvoice
Invoice 2/12/2013
2/12/2013 13-12 ...
13-12... Boggy
Boggy Creek ... Ingram Entertainment
lngram Entertainment 28 6.73
6,73 188.44
188.44 216,502.89
216.502‘89
lnvoice
Invoice 2/14/2013
2/1 4/ 13 13-11
13-1 1 ... Boggy
Boggy Creek ... Movies Unlimited
Unlimked 4 7.47
7.47 29.88
29.88 216,532.77
lnvoice
unvoice 3/22/2013
3/ 13 13-12
13-12.”... Boggy
Boggy Creek ... Movies Unlimited
Unlimited 33 7.47
7.47 22.41
22.41 216,555.
216,555.1818
lnvoice
Invoice 3/27/2013 13-12
1342”. ... Boggy
Boggy Creek ... V.P.D.
V.P.D. 55 7.48
7.48 37.40
37.40 216,592.58
216.592‘53
lnvo ice
Invoice 6/14/2013
‘
13-13 ...
13-13... Boggy
Boggy Creek
Creek ... lngram
Ingram Entertainment
Entertainment 14
14 7.48
7.48 104.72
104.72 216,697.30
216597.30
.42
‘
Jnvoice
Invoice 7/23/2013 11-42 ...
.. Boggy
Boggy Creek
Creek ... Waxworks •- Videow
Videowm ... 55 6.73
6.73 33.65
33.65 216,730.95
216.730.95
lnvoice
Invoice 8/5/2013 7
13-14
1 ... Boggy
Boggy Creek ... lngram
Ingram Entertainment
Entertainment 8 7.47
7.47 59.76
59‘76 216,790.71
216.790.71
lnvoice
Invoice 8/912013
13 13-14
13-14."... Boggy Creek ...
Boggy lngram
Ingram Entertainment
Entenainmenl 77 7.47
7.47 52.29
52.29 216,843.00
216,343.00
Page 22
4:10
4:10 PM Hannover /I Medallion
04/24/17
04/2417 Sales by
Sales by ltem
Item Detail
Detail
Accrual Basis
Accrual AII
All Transactions
‘
lnvoice
Invoice 9/11/2013 13-14 .. Boggy
Boggy Creek ... Midwest
Midwes‘ Tape Co.
Co. 33 7.47
7.47 22.41
22.41 216,955.12
216,955.12
lnvoice
Invoice 12/4/2013
b
. 13-15
13—1 5 ... Boggy
Boggy Creek ... lngram
Ingram Entertainment
Entenalnment 15
15 6.73
6.73 100.95
100.95 217,056.07
217.056.07
Total
Total Boggy
Boggy Creek DVD 43,647
43.647 217,056.07
21 7,056.07 217,056 .07
217,056.07
Tom lnventory
Total Inventory 43,647
43.647 217,056.07
21 7,056.07 217,056.07
217.056.07
_
TOTAL 43,647
43,647 217 ,056.07
217,056.07 217,056.07
217,056.07
Page 3
3
4:12PM Hannover
Hannover]/ Medallion
04/24/17
04l24l1 7
Sales by
by ltem
Item Detail
Detail
Accrual
Accrual Basis
AII Transactions
AII Transactlons
Type Date
Dale Num Memo Name Qty
Qty Sales Price
Price Amount Balance
lnventory
Inventory
Humstom DVD/
HumvsZom W CB
DVDI W
lnvoice
Invoice 5/15/2012 2634 ...
2634... Humstom ...
HumvsZom .. Phase 4 4 Films
Films 35,000
35.000 4.85
4.85 169,750.00
169,750.00 169,750.00
169,750.00
lnvoice
Invoice 5/1 5/201 2
5115/2012 2634 ...
2634... Humstom ...
HumvsZom V.P.D.
V.P.D‘ 20 9.98
9.98 199.60
199.60 169,949.60
169,949.60
lnvoice
Invoice 5/15/2012
5115/2012 2634 ...
2634... Humstom ...
HumvsZom lngram
Ingram Entertainment
EnteNainment 33 9.47
9.47 28.41
28.41 169,978.01
169.97801
lnvoice
Invoice 5/15/2012
5/1 5/2012 2634 ...
2634.“ Humstom ...
HumvsZom lngram
Ingram Enlertainment
Enlenainment 55 9.47
9.47 47.35
47.35 170,025.36
170,025.36
lnvoice
Invoice 5/ 15/2012
Sl‘l 5/2012 2634 ...
2634... HumvsZom
Humstom ... lngram
Ingram Entertainment
Entenainment 110
110 9.47
9.47 1,041.70
1,041.70 171,067.06
171 .067,06
lnvoice
Invoice 5/15/2012
5/1 5/2012 2634 ...
2634.. Humstom ...
HumvsZom lngram
Ingram Entertainment 3 9.47 28.41
28.41 171
171 ,095.47
£95.47
lnvoice
Invoice 5/15/2012
5/15/2012 2634 ...
2634... Humstom ...
HumvsZom lngram
Ingram Entertainment
Entertainment 30 9.47
9.47 284.10
264.10 171,379.57
171 ,379‘57
lnvoice
Invoice 5/15/2012 2634 ...
2634... Humstom ...
HumvsZom V.P.D.
V.P‘D. 20 9.98
9,98 199.60
199.60 171 ,579.17
171,579.17
lnvoice
Invoice 5/15/2012
5/15/2012 2634 ...
2634... Humstom ...
HumvsZom V.P.D.
V.P.D. 20
20 9.98
9.9a 199.60
199.60 171 ,778.77
171.778.77
lnvoice
Invoice 5/15/2012 2634
2634M... Humstom ...
HumvsZom V .P.D.
V.P.D. 15
15 9.98 149.70
149.70 171,928.
171 £28.4747
lnvoice
Invoice 5/16/2012
5/16/2012 2634 ...
2634... Humstom ...
HumvsZom Creswm
Creswun Film
Film Distrib ...
Distrib.“ 3,300
3.300 3.99
3.99 13,167.00
13.167.00 185,095.47
185,095.47
lnvoice
Invoice 5/23/2012
5/23/2012 2634 ...
2634“. Humstom ...
HumvsZom Super
Super D Wholesale 15
15 8.98
8.98 134.70 185,230.17
185,230,17
lnvoice
Invoice 5/23/2012
5/23/2012 2634 ...
2634”. Humstom ...
HumvsZom lngram
Ingram Entertainment
Entertainment 22 9.47
9.47 18.94
18.94 185,249.1
185,249.111
lnvoice
Invoice 5/23/2012
5/23/2012 2634 ...
2634... Humstom ...
HumvsZom lngram
Ingram Entertainment
Emenainment 22 9.47 18.94
18,94 185.268.05
185268.05
lnvoice
Invoice 6/4/2012
614/2012 2635 ...
2635“. Humstom ...
HumvsZom n lngram
Ingram Entertainment
Entertainment 10
10 9.47
9.47 94 .70
94.70 185,362 .75
185,362.75
lnvoice
Invoice 6/4/2012
6/4/2012 2635...
2635“. Humstom ...
HumvsZom lngram
Ingram Entertainment
Entertainment 22 9.47
9‘47 18.94
18.94 185,381 .69
185,381.69
lnvoice
Invoice 6/11/2012
6/11/2012 2635 ...
2635.“ Humstom ...
HumvsZom Creswin
Creswin Film
Film Distrib ...
Distrib... 120 3.89 466.80 185,848.49
165,848.49
lnvoice
Invoice 6/14/201
6/14/2012 2 2635 ...
2635... Humstom ...
HumvsZom lngram
Ingram Entertainment
Entertainment 66 9.47
9.47 56.82
56.82 185,905.31
185,905.31
lnvoice
Invoice 7/9/2012
7l9/2012 2635 ...
2635.” Humstom ...
HumvsZom Creswin
Creswin Film
Film Distrib ...
Distrib... 600
600 3.89
3.89 2.334.00
2.334.00 188,239.31
188,239.31
lnvoice
Invoice 7/17/2012
7117/2012 263569 HumvsZom
Humstorn ... Super
Super D Wholesale
Wholesale 33 8.98 26.94
26.94 188,266.25
188,266.25
lnvoice
Invoice 8/23/2012
8123/2012 263628 Humstom .. .
HumvsZom Alliance
Alliance Entertainm
Entertainmm ... 22 8.98
8.98 17.96 188,284 .21
188,284.21
credit Memo
CreditMemo 9/21/2012 263660 Humstom ...
HumvsZom lngram
Ingram Entertainment
Entenainment -1
-1 9.47
9.47 -9.47
‘9.47 188,274.74
188,274,74
lnvoice
Invoice 10/5/2012
10/5/2012 263690 Humstom" ...
HumvsZom Alliance
Alliance Entertainm ...
En‘ertainm... 22 8.98
8.98 17.96
17.96 188,292.70
188,292.70
lnvoice
Invoice 5/1/2013 13-13... HumvsZom ... V.P.D. . 1
I 7.48
7.48 7.48
7.48 188,300.18
188,300.18
Total
Total Humstom DVD/
HumvsZom W CB
DVDI W 39,290
39.290 188,300.18
188,300.18 188,300.18
188,300.18
Total Inventory
Total lnventory 39,290
39.290 188,300.18
188300.18 188,300.18
188.300‘18
TOTAL 39,290
39,290 188,300.18
188,300.18 188,300.18
188,300.1 8
P age 11
Page
_\‘
l Hannover /I Medallion
.
l
4: 12 PM
4:12
04/24/17
04/24/17 Sales by
by ltem
Item Detail
Detail
Accrual
Accrual Basis AII Transactions
All Transactions
Type Date
Dam Num Memo Name Qty
Qty Sales
Sales Price
Price Amount Balance
lnventory
Inventory
Humstom DVD
HumvsZom
lnvoice
Invoice 5/14/2012
5/14/201 2 2634 ...
2634.. Human vs
vs Zo ...
Zo... V .P.D.
V.P.D. 650 3.50
3.50 2,275.00
2,275.00 2,275.00
2,275.00
lnvolce
Invoice 5/14/2012
52/14/201 2 2634 ...
2634.. Human vs
vs Zo ...
Zo... V.P.D
V.P.D.. 1,225
1.225 5.50
5.50 6,737.50
6.737.50 9,012.50
9.012.50
lnvoice
Invoice 5/14/2012
5/14I2012 2634 ...
2634.“ Human vs
vs Zo ...
Zo... V.P.D.
V.P.D‘ 218
218 5.50
5.50 1,199.00
1.199.00 10,211 .50
10,211.50
lnvoice
Invoice 5/14/2012
5/14/2012 2634 ...
.. Human vs
vs Zo ...
Zou. V.P.D.
V.P.D. 689 3.50
3.50 2,411.50
2.41 1 ,50 12,623.00
12.62100
lnvoice
Invoice 5/14/2012
5/14/2012 2634 ...
2634‘“ Human vs
vs Zo ...
Zo“. V .P.D.
V.P.D. 564
564 3.50
3.50 1,974.00
1,974.00 14,597.00
14,597.00
lnvoice
Invoice 5/14/2012
5/14/2012 2634 ...
2634... Human vs
vs Zo ...
Zo... V.P.D.
V.P‘D‘ 483 3.50
3.50 1,690.50
1,690.50 16,287.50
16,287.50
lnvoice
Invoice 5/14/2012
5/14/2012 2634 ...
2634... Human vs
vs Zo ...
Zo... V.P.D.
V.P.D. 957
957 5.50
5.50 5,263.50
5.263.50 21.551 .00
21,551 .00
lnvoice
Invoice 5/14/2012
5/14/2012 2634 ...
2634... Human vs
vs Zo ...
Zo... Alliance
Alliance Entertainm
Entenainm.”... 30
30 6.73
6.73 201 .90
201.90 21 ,752.90
21.752.90
lnvoice
Invoice 5/14/2012
5/14/2012 2634 ...
2634.“ Human vs
vs Zo ...
Zo.., lngram
Ingram Entertainment
Entertainment 35
35 7.47
7.47 261.45
261 .45 22,014.35
22.014.35
lnvoice
Invoice 5/14/2012
5114/2012 2634 ...
2634”. Human vs
vs Zo ...
Zo.” lngram
Ingram Entertainment
Emenainmenl 115
115 7.47
7.47 859.05
859.05 22,873.40
22,873.40
lnvoice
Invoice 5/14/2012
5114/2012 2634 ...
2634,. Human vs
vs Zo ...
Zo... lngram
Ingram Entertainment
Entertainment 106
106 7.47
7.47 791
791 .82
.82 23,665.22
23,665.22
lnvoice
Invoice 5/23/2012
5/23/2012 2634 ...
2634“. Human vs
vs Zo ...
Zo... Super
Super D Wholesale
Wholesale 30 7.47 224.10
224‘10 23,889.32
23.88932
lnvoice
Invoice 5/23/2012
5/23/2012 2634 ...
2634... Human vs
vs Zo ...
Zo,” Alliance
Alliance Entertainm
Entedainm.“... 13
13 6.73
6.73 87.49
87.49 23,976.81
23.97681
lnvoice
Invoice 5/23/2012
5/23/2012 2634 ...
2634... Human vs
vs Zo ...
Zo... Baker &
Baker & Taylor
Taylor Video
Video 55 77‘45
.45 37.25
37.25 24,014.06
24,014,06
lnvoice
Invoice 5/23/2012
5/23/2012 2634 ...
2634.. Human vs
vs Zo ...
Zo.., Baker & & Taylor
Taylor Video
Video 5 7.45
7.45 37.25
37.25 24,051
24.051 .31
.31
lnvoice
Invoice 5/23/2012
5/23/201 2 2634 ...
2634... Human vs
vs Zo ...
Zou. B aker &
Baker & Taylor
Taylor Video
\fidea 10
1O 77.45
.45 74.50
74.50 24, 125.81
24,125.81
lnvoice
invoice 5/23/2012
5/23/2012 2634 ...
2634... Human vs
vs Zo ...
Zo... lngram
Ingram Entertainment
Entertainment 10
10 7.47
7‘47 74.70
74.70 24,200.51
24.200.51
lnvoice
Invoice 5/23/2012
5/23I2012 2634 ...
2634... Human vs
vs Zo ...
Zo... Ingram Entertainment
lngram Entertainment 66 7.47
7,47 44.82
44‘82 24,245.33
24,245.33
lnvoice
Invoice 5/23/2012
5/23/2012 2634 ...
2634... Human vs
vs Zo ...
Zo... lngram
Ingram Entertainment
Entertainment 15
15 7.47
7.47 112.05
112.05 24,357.38
24.357.38
lnvoice
Involce 5/23/2012
5/23/2012 2634 ...
2634... Human vs
vs Zo ...
Zo... lngram
Ingram Entertainment
Entertainment 4 7.47
7.47 29.88
29.88 24,387.26
24.38726
lnvoice
Invoice 5/23/2012
5/23/2012 2634 ...
2634... Human vs
vs Zo ...
Zo... lngram
Ingram Entertainment
Entertainment 20
20 7.47
7.47 149.40
149.40 24,536.66
24,536.66
lnvoice
Invoice 5/23/2012
5/23/2012 2634 ...
2634... Human vs
vs Zo ...
Zo... lIngram
ngram Entertainment
Entertainment 2 7.47
7.47 14.94
14.94 24,551 .60
24,551 .60
lnvoice
Invoice 6/4/2012
614/2012 2635 ...
2635... Human vs
vs Zo ...
Zo.“ lIngram
ngram Entertainment
Entertainment 15
15 7.47
7.47 112.05
112405 24,663.65
24.663.65
lnvoice
Invoice 6/14/2012
6/14/2012 2635 ...
2635... Human vs
vs Zo ...
Zo... lIngram
ngram Entertainment
Entertainment 44 7.47
7,47 29.88
2938 24.693.53
24.693.53
lnvoice
Invoice 6/18/2012
6/1 812012 2635 ...
2635... Human vs
vs Zo ...
Zo... Team Ma rketing
Marketing 10
1O 5.98
5.98 59.80
59.80 24 ,753.33
24.753.33
lnvoice
Invoice 6/21/2012
6121/2012 2635
2635”.... Human vs
vs Zo ...
Zo.“ Baker &
Baker & Taylor
Taylor Video
Video 11 7.45
7.45 7.45
7.45 24,760.78
24.760.78
lnvoice
Invoice 6/27/2012
6/27/201 2 2635 ...
2635... Human vs
vs Zo ...
Zo,.. Netflix
Netflix 210
210 7.49
7.49 1,572.90
1.57290 26 ,333.68
26,333.68
lnvoice
Invoice 7/12/2012
7/1 2/2012 263563 Human vs
vs Zo ...
Zo.“ lngram
Ingram Entertainment
Enkenainmen! 15
15 7.47
7‘47 112.05
112.05 26,445.73
26.445.73
lnvoice
Invoice 7/17/2012
7/17/201 2 263569 Human vs
vs Zo ...
Zo... Super D Wholesale <!
4 6.73
6.73 26.92
26.92 26,472.65
26,472.65
lnvoice
Invoice 7/23/2012
7/23/2012 263576 Human vs
vs Zo ...
Zo... Netflix
Netflix 180
180 7.49
7.49 1,348.20
1,348.20 27,820.85
27,820.85
lnvoice
Involce 7/26/2012
7/26/2012 263580 Human vs
vs Zo ...
Zo,., V .P.D.
V.PD. 55 7.48
7.48 37.40
37.40 27,858.25
27.858.25
lnvoice
Invoice 7/26/2012
7I26/2012 263581 Human vs
vs Zo ...
Zo,.. V.P
V.P.D..D . 33 7.48
7.48 22.44
22.44 27,880.69
27,880.69
lnvoice
Invoice 7/26/2012
7/26/2012 263583 Human vs
vs Zo ...
Zo... Baker
Baker & Taylor
Taylor Video
\fideo 10
10 7.45
7.45 74.50
74.50 27,955.19
27355.19
lnvoice
Invoice 7/27/2012
7/27/2012 263585 Human vs
vs Zo ...
Zo... lngram
Ingram Entertainment
Entenainment 12
12 7.47
7.47 89.64
89.64 28,044.83
25,044.83
lnvoice
Invoice 7/27/2012
7/27/2012 263586 Human vs
vs Zo ...
Zo... Super D Wholesale 22 6.73
6.73 13.46
13.46 28,058.29
28,058.29
lnvoice
Invoice 81712012
8(7/201 2 263598 Human vs
vs Zo ...
Zo.“ Baker & Taylor
Taylor Video
Video 22 7.45
7.45 14.90
14‘90 28,073.19
28,0711 9
lnvoice
Invoice 811 4/2012
8114/2012 263604
263604 Human vs
vs Zo ...
Zo... Super
Super D Wholesale 99 6.73
6.73 60.57
60.57 28,133.76
23.13376
lnvoice
Invoice 8123/2012
Bl23/2012 263628 Human vs
vs Zo ...
Zou. Alliance
Alliance Entertainm ...
Entertainm... 66 6.73
6,73 40.38
40.38 28,174.14
28,174.14
Credit
Credit Memo 9/21/2012
9/21/2012 263659 Human vs
vs Zo ...
Zo... lIngram
ngram Entertainment
Entenainment -1
—1 7.47
7.47 -7.47
-7.47 28,166.67
28,166.67
Credit
Credit Memo 9/21/2012
9/21/2012 263661
263661 Human vs
vs Zo ...
Zo... lngram
|ngram Entertainment
Entertainment -18
~18 7.47
7‘47 -134.46
434.46 28,032.21
28.03221
lnvoice
Invoice 10/5/201
1015/2012 2 263690 Human vs
vs Zo ...
Zou. Alliance
Alliance Entertainm
Entertainmm ... 10
10 6.73
6‘73 67.30
67.30 28,099.51
28,099.51
lnvoice
Invoice 10/29/2012
10I29/2012 263733 Human vs
vs Zo ...
Zo... lngram
Ingram Entertainment
Entertainment 19 7.47
7.47 141 .93
141.93 28,241
28.241 .44
.44
lnvoice
Invoice 11/1/2012
11/1/2012 263739 Human vs
vs Zo ...
Zo... Super
Super D W holesale
Wholesate 33 8.98
8.98 26.94
26.94 28,268.38
28,268.38
lnvoice
Invoice 2/12/2013
211 212013 13-12 ...
13-1 2.“ Human vs Zo ...
. lngram
Ingram Entertainment
Entertainment 39
39 6.73
6.73 262.47
262.47 28,530.85
28.530.85
lnvoice
Invoice 3/20/2013
3 13-12
13-12.“... Human vs Z o... lngram
Ingram Entertainment
Entertainment 11 6.73
6.73 6.73
6.73 28,537.58
28.537.58
lnvoice
Invoice 3/27/2013 13-12
13-12‘"... Human vs Zo... lngram
Ingram Entertainment
Entertainment 88 6.73
6.73 53.84
53,84 28,591.42
28,591.42
lnvoice
Invoice 5/1/2013 13-13 ...
13-1 3... Human vs Zo ... lngram
Ingram Entertainment
En‘ertainment 29 6.73
6.73 195. 17
195.17 28,786.59
28,786.59
lnvoice
Invoice 5/10/2013 13-13 ...
13-13... Human vs Zo ... Waxworks - Videow
-
Videow..,... 10
10 6.73
6.73 67.30
67.30 28,853.89
28,853.89
lnvoice
Invoice 8/5/2013 13-14
1344”. ... Human vs Zo ... lngram
Ingram Entertainment
Entertainment 28
28 7.47
7.47 209.16
209.16 29,063.05
29.06305
Credil
Credit Memo 9/13/2013 13-14...
13447.. Human vs Zo ... Midwesk Tape Co.
Midwest Co. ·1
-1 0.00
0.00 0.00
0‘00 29,063.05
29.063.05
lnvoice
Invoice 10118/2013 13-15
13-1 5....
.. Human vs Zo ... Baker & 8 Taylor
Taylor Video 33 7.48
7.48 22.44
22.44 29 ,085.49
29.08549
Page
Page 1
1
4:12 PM
4:12 Hannover /I Medallion
04/24/17
04/24“ 7 Sales by ltem
Sales by Item Detail
Detail
Accrual
Accrual Basls AII
All Transactions
Transactions
lnvoice
Invoice
lnvoice
Invoice
Type
Type
Total Humstom
Total
Wyn
HumvsZom DVD
Date
11/14/2013
12/11/2013
Num
13-15...
13-15...
13-1 5...
Memo
Human vs Zo...
Human vs
Zo...
vs Zo...
Zo... Allegro
Name
Marc's Supermarkets
Supermarl<ets
Allegro Ganada
Canada
Qty
Qty
7,500
7.500
- -- -
3
13,313
13.313
Sales Price
Sales Price
0.38
0‘35
o.oc
0.00
Amount
2,850.00
2,850.00
31
0.00
0.00
31 ,935.49
£35.49
Ba lance
Balance
31,935.49
31.935.49
31
31 ,935.49
31
335.49
,935.49
31.935.49
T otal Inventory
Total lnventory 13,313
13.313 31 ,935.49
31.93549 31 ,935.49
31.935.49
TOTAL 13,313
13.313 31,935.49
31,935.49 31,935.49
31,935.49
Page 2
2
4:11
4:11 PM Hannover
Hannover!/ Medallion
04/24/17
04/24" 7 by ltem
Sales by Item Detail
Detail
Accrual
Accrual Basis AII
All Transactions
Type
Type Date Num Memo Nam
Namee Qty
Qty Sales Price
Price Am ount
Amount Bal ance
Balance
lnventory
Inventory
Humstom Blu-Ray
HumvsZom
lnvoice
Invoice 6/8/2012
6/6/2012 2635 ...
2635... Humans vs z...
vs Z... Alliance
Alliance Entertainm ...
Entenainm... 30
30 8.98
8.98 269.40
269.40 269.40
269.40
lnvoice
Involce 6/8/2012
6/8/201 2 2635 ...
2635... Humans vs
vs Z ...
Z... Super
Supsr D Wholesale
Wholesale 15
15 8.90
8.90 133.50
133.50 402.90
402.90
lnvoice
Invoice 6/8/2012
6/8/2012 2635 ...
2635... vs Z
Humans vs ...
Z... lngram
Ingram Entertainme nt
Entertainment 10
10 9.47 94.70
94.70 497.60
497.60
lnvoice
Invoice 6/8/2012
6/8/2012 2635
2635,.... vs Z
Humans vs ...
Z... lngram
Ingram Entertainment
Entenainmenl 55 9.47
9.47 47.35
47.35 544.95
544.95
lnvoice
Invoice 6/8/2012
6/8/2012 2635
2635..... vs z
Humans vs ...
Z... lngram
Ingram Entertainment
Entertainment 28
28 9.47
9.47 265.16
265.16 810.11
810.11
lnvoice
Invoice 6/8/2012
6/8/2012 2635
2635.... Humans vs Z...
vs Z... lngram
Ingram Entertainment
Entertainment 55
55 9.47
9.47 520.85
520.85 1,330.96
1,330.96
lnvoice
Invoice 6/8/2012
6/8/2012 2635 ...
2635... Humans vs
vs Z ...
Z... lng ram Enlertainment
Ingram Enlertainmenl 13
13 9.47
9.47 123.11
123‘11 1,454.07
1,454.07
lnvoice
Invoice 6/8/2012
6I812012 2635 ...
2635... vs Z
Humans vs ...
Z.“ lng ram Entertainment
Ingram Entenainment 25
25 9.47 236.75
236.75 1,690.82
1.690.82
lnvoice
Invoice 6/8/2012
6/8/2012 2635 ...
2635... Humans vs Z ...
vs Z.“ lngram
Ingram Entertainment
Entertainment 110
1 10 9.47
9.47 1,041.70
1,041.70 2,732.52
2,732.52
lnvoice
Invoice 6/11/2012
6/1 1/2012 2635
2635,.... Humans vs Z ...
vs Z“, V .P.D.
V.P.D. 30
30 99.98
.98 299.40
29940 3,031
3.031 .92
,92
lnvoice
Involce 6/11/2012
6/1 1/2012 2635
2635“.... Humans vs
vs Z ...
Z.,, V.P.D.
V.P.D. 30 9.48
9.48 284.40
264.40 3,316.32
3.31632
lnvoice
Invoice 6/11/2012
6I1 1/2012 2635
2635.”... Humans vs
vs Z ...
Z.., V.P .D.
V.P.D. 10
10 9.98 99.80
99‘80 3,416.12
3.416.12
lnvoice
Invoice 6/11/2012
6/1 112012 2635
2535“.... Humans vs
vs Z ...
Z... V.P.D.
V.PD, 10
1O 9.98
9.98 99.80
99‘80 3.515.92
3.51 5.92
lnvoice
Invoice 6/11 /2012
6/1 1/2012 2635 ...
2635... vs Z
Humans vs ...
Z... V.P.D.
V,P.D, 10
10 9.98
9.98 99.80
99.80 3,615.72
3,61 5.72
lnvoice
Invoice 6/14/2012
6/14/2012 2635
2635”,... Humans vs
vs Z ...
Z”. V.P.D.
V.PD. 10
10 9.98
9.98 99.80 3,715.52
3.71 5.52
lnvoice
Invoice 6/14/2Q12
6/14/2012 2635
2635..... vs 2
Humans vs ...
Z... V.PO.
V.P D. 10
1O 99.98
.98 99.80
99.80 3,815.32
3.81532
lnvoice
Invoice 6/14/2012
6/14/2012 2635
2635.“... Humans vs
vs Z ...
Z... lngram
Ingram Entertainment
Entertainment 2 9.47
9‘47 18.94
18.94 3,834.26
3,834.26
lnvoice
Invoice 6/15/2012
6/1 5/2012 2635
2635..... z...
Humans vs Z“. Super D Wholesale
Wholesale 55 8.98
8.98 44.90
44.90 3,879.16
3,879.16
lnvoice
Invoice 6/18/2012
6/1 812012 2635
2635“.... Humans vs z...
vs Z”. Team Marketing
Malkeling 10
10 7.98
7‘98 79.80
79.80 3.958.96
3.958.96
lnvoice
Invoice 6/21/2012
6I21I2012 2635 ...
2635... Humans vs Z ...
Z... Baker & Taylor Video
Taylor Video 33 7.45
7‘45 22.35
22.35 3,981
3,981 .31
A31
lnvoice
Invoice 7/12/2012
7/12/2012 263563 Humans vs
vs Z .. .
Z... lngram
Ingram Entertainment
Entenalnment 55 9.47 47.35
47.35 44,028.66
,028.66
lnvoice
Invoice 7/17/2012
7/1 7/2012 263569 Humans vs Z ...
Z... Super
Super D Wholesale
Wholesale 55 8.98
8.98 44.90
44.90 4,073.56
4.073.56
lnvoice
Invoice 7/27/2012
7/27/2012 263586 z...
Humans vs Z... Super D Wholesale
Wholesaie 10
10 88.98
.98 89.80
89,80 4,163.36
4.163.36
lnvoice
Invoice 8/7/2012
817/2012 263599 Humans vs
vs Z ...
Z... Alliance
Afliance Entertainm
Entenainm.”... 3 8.98
8.98 26.94
26.94 4,190.30
4,190.30
lnvoice
Invoice 8/20/2012
820/2012 263625 Humans vs
vs Z ...
Z... Super
Super D D Wholesale
Wholesale 10
1O 8.98
8.98 89.80
89.80 4,280.10
4280.10
lnvoice
Invoice 9/5/2012
9/5/2012 263642 Humans vs
vs Z ...
Z,.. Super D D Wholesale
Wholesale 55 8.98
8.98 44.90
44‘90 4,325.00
4,325.00
lnvoice
Invoice 10/2/2012
1012/2012 263686 Humans vs
vs Z ...
Z... Super D D Wholesale
Wholesale 55 8.98
8.98 44.90
44.90 4,369.90
4.369.90
lnvoice
Invoice 10/4/2012
1 0/4/2012 263689 vs z
Humans vs ...
Z... Super D Wholesale 55 8.98
8.96 44.90
44‘90 4.414.80
4.41430
lnvoice
Invoice 2/12/2013
2/12/2013 13-1 2...
123-12”. Humans vs Z...
vs Z . lngram
Ingram Entertainment
Enlenalnment 44 8.98
8‘98 35.92
35.92 4,450.72
4,450.72
lnvoice
Invoice 3/20/2013
3/20/2013 13-12
113-12.... . vs Z
Humans vs ...
Z... lngram
Ingram Entertainment
Entedamment 22 8.98
8.98 17.96
17.96 4,468.68
4,468.68
lnvoice
Invoice 5/1/2013 13-13 .. . Humans vs
vs Z ... V.P.D.
V.P.D‘ 22 9.98
9.98 19.96 4.488.64
lnvoice
Invoice
lnvoice
Invoice
5/1
5l1$
5/1/201 3
5/1/2013
(5T
_ 413-134“
13-13
13-13
3.“!!W5?
13-1 ...
13-13..... . Humans
Hu
Z...
Humans vs Z ...
v Z ...
ns vs
lngram Entertainment
V.P.D.
.P. .
EnteflHWment 11
11
8.98
8.98
9.98
9.98
19.95
8.98
8.98
9.98
9.93
4,488.64
4,497.62
4.49732
4,507.60
4.50750
lnvoice
Invoice 5/21/2013 13-13 .. .
13—1 3... Humans
H WW.
vs Z ... V .P.D.
V.P.D., 2 9.98
9.98 19.96
19.95 4,527.56
4.52756
Total
Total Humstom Blu-Ray
HumvsZom Blu-Ray 481
481 4,527.56
4.527.56 4,527.56
4.52756
Total
Tolal lnventory
Inventory 481
481 4,527.56
4527.56 4,527.56
4.527.56
TOTAL 481
4B1 4,527.56
4,527.66 4,527.56
4,527.56
Paga
Page 11
4: 14 PM
4:14 Hannover I/ Medallion
04/24/17
04/24/17 Sales by
by ltem
Item Detail
Detail
Accrual Basis
Accrual Basls AII Transactions
All Transactions
Type Date
Date Num Memo Na me
Name Qty
Qty Sales Price
Sales Prlce Amount Bal ance
Balance
lnventory
Inventory
Patient z e ro
Patient Z370
lnvolce
Invoice 9/14/2012
9114/2012 263655 Patienl Zero
Patient Zero ... Phase 4 Films
Films 28,000
28.000 5 .20
5‘20 145,600.00
145.600.00 145,600.00
145.600.00
lnvoice
Invoice 9/25/2012
9/25/2012 263664 Patient Zero ...
Patient Zero lng ram Entertainment
Ingram Enkertainmem 2 7 .50
7.50 15.00
15.00 145,615.00
145,615.00
lnvoice
Invoice 9/25/2012
9125/2012 263665 Patient Zero ...
Patient Zero lngram
Ingram Entertainment
Entenainment 4 7.50
7.50 30.00
30.00 145,645.00
145,645.00
lnvoice
Invoice 9/25/2012
9125/2012 263666
263666 Patienl Zero ...
Patiem Zero lngram
Ingram Entertainment
Entertainment 8 7.50
7.50 60.00
60,00 145,705.00
145.705.00
lnvoice
Invoice 9/25/2012
9/25/2012 263667 Patient Zero .. .
Patient Zero lngram
Ingram Entertainment
Entertainment 2
2 7.50
7.50 15.00
15.00 145,720.00
145.72000
lnvoice
Invoice 9/25/2012
925/2012 263668 Patient Zero ...
Patient Zem Ingram Entertainment
lngram Entenainment 5 7.50
7.50 37.50
37.50 145,757.50
145,757.50
lnvoice
Involce 9/25/2012
9/25/2012 263669 Patient
Patient Zero
Zero ... Super
Super O Wholesale
D Wholesale 10
1O 66.75
.75 67.50
67.50 145,825.00
145.825.00
lnvoice
Invoice 9/26/2012
9/26/2012 263672 Patient
Patient Zero
Zero ... V.P.D.
V.P.D 3 9.97
9.97 29.91
29.91 145,854.91
145,854.91
lnvoice
Invoice 10/2/2012
10/2IZO12 263688 Patient
Patient Zero
Zero ... Video
Video Warehouse 140
140 7 .50
7.50 1,050.00
1,050.00 146,904.91
146.904.91
lnvoice
Invoice 10/30/2012
10/30/2012 263735 Patient
Patient Zero ... lngram
Ingram Entertainment
Entertainment 3 7.50
7,50 22.50
22.50 146,927.41
146.927.41
lnvoice
Invoice 10/30/2012
10l30/2012 263736 Patient
Patient Zero
Zero ... lngram
Ingram Entertainment
Entertainment 7 7.50
7.50 52.50
52.50 146,979.91
146,979.91
lnvoice
Invoice 10/30/2012
10/30/201 2 263737
253737 Palien!
Patient Zero ... lngram
Ingram Entertainment
Entenainmenk 7 7 .50
7.50 52.50
52.50 147,032.41
147.032.41
lnvoice
Invoice 11 /9/20122
11l9l201 263752
263752 Patient
Patient Zero
Zero ... Super
Super O DW holesale
Wholesale 1
1 6.75
6.75 6.75
6.75 147,039.16
147.03946
lnvoice
Invoice 11 /21 /2012
11/21I2012 263760 Patient Zero ...
Palient Zero V. P.D.
V.P‘D. 2
2 9.97
9.97 19.94
19.94 147,059.10
147.059.10
lnvoice
Invoice 11 /26/2012
11I26/201g 263761
_263761 Palien!
Patient Zero
Zero ... V.P.D.
V.P.D 25 9 .97
9.97 249.25
249.25 147,308.35
147.308‘35
lnvoice
Invoice 7/30/2013 3 11-42..—
1142-: Patient Zero 1..
Péllerfi 2&6 ... WaxWorks -- Team ... 2 6 .73
6.73 13.46
13.46 147,321
147.321 .81
.81
Tota
Totall Patient
Pallenl Zero 28,221
28.221 147,321.81
”7321.81 147,321 .81
147,321.81
Total
Total lnventory
Inventory 28,221
28.221 147,321.81
147.321 .81 147,321
147,321 .81
.81
TOTAL 28,221
28,221 147,321.81
147.321 .81 147,321.81
147.321 .81
Page 1
1
EXHIBIT
55
Amazon Advantage
Advantage Page
Page 1
l of
of l l
amazon.com.
amazon.com
MVEMDEC
ad\'.lnta~c Helio,
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Bank Charges
Charges $S 925 $$ 850 $S (75
(75))
Consulting
Consulting $
S - $$ ~ $
$ —
Equipment $S $S 3,673
3,673 $S 3,673
3,673
Fees $s - $s - $s -
lnsurance
Insurance $$ -
$$ 4533
45 $S 453
Labor
labor $
s -
$s 650 $$ 650
Legal
Legal and Accounting $S 5,000
5,000 $S 3,000
3,000 $S (2,000)
(2,000)
Miscellaneous $S 4,917
4,917 $$ 1,818
1,818 $S (3,099)
(3,099)
Office
Office $S 6,334
6,334 $5 3,202
3,202 $$ ((3,132)
3,132)
Rent $S 10,050
10,050 $S 10,050
10,050 $
$ -
laxes
Taxes $$ 2,900
2, 900 $5 7,893
7,89 3 $S 44,993
,993
Telephone $S 4,196
4,196 $$ 3,254
3.254 $
5 (942}
(942)
Travel $S -
$S 44,290
,290 $S 4,290
4,290
Utilities
Utilities $
S 1,451
1,451 $$ 1,3&8
1,388 $S (63)
(63)
0F GENERAL AND
TOTALOFGENERALAND
TOTAL $5 ‘
f ootnotes: Officer
Footnotes: salaries for Porkinson
Officersan'cn'esfor Parku’nson ond
and Shefte
shaft: (the
the m ojorit;, of
majority which ore
cf which ore def erred in
deferred come )
income)
oppeor
appear on
on the
the income
income stotem ent os
statement as occrued
accrued (but def erred) paya bles, as
{butde‘arred}payobn'es, as we /1 os
weh‘ as on th
thee Company's
balance
bafance sheets.
sheets.
Page
Page 6
6
https://www.sec.gov/ Archives/edgar/data/1069680/000147
https://www.sec.gov/Archives/edgar/data/1 069680/000 l 47 l 24215 000073/hhse 11 O
242 1 5000073/hhsel q0630201...
0q0630201 6/4/2018
6/4/20 81
Amazon Retail
Retail Analytics
Analytics Basic As of
of Jun 17,
17, 2017
Tour
Lour thls oage
{his paqe
News
in Sa
Changes in les and Inventory
Sales Inventory report
Due to a technical
to a technlcal lssue,
Issue, we've removed the
the "Shlpped
"Shipped COGS" column from the Sales
from the Sales and Inventory reports. You
Inventory reports. You can still
stlll revlew
review the
the number of units shipped
of units shipped
In
In t ime perlod
a time period by
by golng
going to
to the
the Payment Reports.
Reports. We are
are worklng to resolve
working to resolve thls
thls lssue.
Issue. smug;
.s.hm Less
Last CalendarYear
LastCaIendarvear From Jan 1, to Dec 31,
1, 2016 to 3 1, 2016
Patient Zero
Patient Zero $6.73
$6.73 o
0 3
3 3
3 2
2 $20.19
Boggy Creek
Boggy Creek $6.73
$6.73 oo 2
2 1
1 o
o $13.46
Decept
Deceptzz $6.73 oo oo 11 oo $6.73
$5.73
Humans Vs Zombies
Vs Zombies $6.73
$6.73 o0 o0 11 o0 $6.73
$6.73
(DVD
(DVD & Comic Book)
Book)
Vs Zombies
Humans Vs $6.73
$6.73 o
O o0 1
1 oO $6.73
$6.73