Welcome to the Hannover House Investor Relations Blog

Friday, November 30, 2012

HHSE Corporate Structure is not confusing... unless you want it to be!!

Okay, so the new "alternate reality" of the day from the infamous "say anything you want I-Hub" board is an intentional refusal to read our filings in order to create the false impression of some corporate errors with Hannover House.  As a courtesy for those who can read and comprehend, we will recap what is clearly filed with the OTC Markets, and which is readily accessible through the respective Business Portals of the Arkansas and Wyoming Secretaries of State.

The structure is simple to follow, and clearly explained in OTC filings.  The operating entity is Truman Press, Inc., d/b/a "Hannover House" which merged into (and became a wholly owned entity of) a Wyoming-domiciled, publicly traded company in December, 2009.  The 100% owner of Truman Press, Inc. is this Wyoming entity, which at the time of the acquisition was known as "Target Development Group, Inc."  In February, 2012, to avoid confusion with other companies named "Target" -- as well as to streamline the identification of our company stock for prospective shareholders that might have seen our videos in retail stores nationwide -- the Wyoming entity was renamed as "Hannover House, Inc."

"HANNOVER HOUSE" has always been the d/b/a ("doing business as") releasing label of Truman Press, Inc. Truman Press, Inc. was originally organized as a California corporation (from 1993 through 2008).  In 2008, Truman Press, Inc. was redomiciled and registered as an ARKANSAS corporation -- where the offices were essentially operating from.

So there are two corporate entities:  the operating company (Truman Press, Inc.), registered in Arkansas (in good standing) and doing all the day-to-day work activities... and the "parent company" (Hannover House, Inc.), registered in Wyoming (in good standing) and owning 100% of the stock of Truman Press, Inc.   Bank accounts, office leases and day-to-day business activities are handled by the Arkansas entity -- the stock for which happens to be 100% owned by the publicly traded Wyoming entity, Hannover House, Inc. (symbol: HHSE). 

There is no "privately owned" company venture for HHSE principals Parkinson and Shefte.  Truman Press, Inc., d/b/a "Hannover House" was 100% acquired by TDGI in the merger agreement.  It's all in the OTC filings.  Anybody that doesn't understand this, doesn't want to.


It appears that the I-Hub poster is hoping to create confusion due to an entity that was opened -- and promptly closed -- back in 2004.  Eight years ago, the Governor of Arkansas was a gentleman named Mike Huckabee, and the Film Commissioner was name Joe Glass.  Truman Press, Inc., d/b/a "Hannover House" President Eric Parkinson was contacted by Mr. Glass from the Arkansas Film Office with the good news of an impending "State Film Incentive" program, for eligible, Arkansas-domiciled entities.  As structured, this Film Incentive program would have created a 25% to 30% benefit for a very broad range of activities relating to the business activities of "Hannover House."  For instance, as worded, even the manufacturing and production of DVDs would have been eligible for this significant State rebate, provided that certain qualifying conditions were met.  Other states with film incentive programs have carefully structured their legislation to be strictly limited to apply only to new film "production" activities... and not worded as broadly as the Arkansas plan was, that covered general administration, distribution and the manufacturing of home entertainment products.  So this pending incentive act looked like a very promising opportunity.  Accordingly, and at the advice of counsel, a new corporation was filed with the State of Arkansas in order to be eligible for this prospective financing source. The name of the entity formed in 2004 was "Hannover House, Inc."  However, as often happens in politically contentious state houses, the bill ultimately did not pass into law, so the hoped-for incentives windfall was not to be obtained.  The newly formed Arkansas entity ("Hannover House, Inc.") was never operational.  It was allowed to be "revoked" rather than "dissolved" since both have the same defacto result, but have significantly different costs and filing requirements.  The opened (and closed) 2004 entity, "Hannover House, Inc." exists only in the archives of the Arkansas Secretary of State's office.  Yes, it has the same name as the publicly traded, Wyoming entity that was formerly known as Target Development Group, Inc.  But it does not otherwise exist. 

Unlike most Pinksheet companies, "Hannover House" has been operating for a very long time.  In fact, we're into our 20th year!  In ALL of that time, the operating company has always been -- and continues to be to this day -- Truman Press, Inc., d/b/a "Hannover House."  It's a wholly owned division of the Wyoming corporation, and to make it easier to identify who we are, the Wyoming corporation was renamed "Hannover House, Inc."  There is only ONE operating entity called Hannover House, Inc.   It's the public company with stock trading as HHSE.  I hope that this clarifies what looks to have been "intentional" confusion!