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Tuesday, November 11, 2014

Update on S.E.C. Registration Filing

Good Morning HHSE Friends & Shareholders - Some have expressed concern about the delay in acceptance of the Company's Form 10 Registration Statement for publication onto the S.E.C. Edgar Database. This morning's blog update will hopefully clarify where Hannover House stands in this process.

Unlike a start-up company, or an operating (but private) company that elects to "register" shares, the circumstances for Hannover House / HHSE are unusual and do not easily conform to customary S.E.C. filing procedures.  This was first addressed almost two years ago when the C.I.K. and S.E.C. Filing Codes for Hannover House were accepted by the S.E.C. for reporting and filing purposes.

The original, publicly-traded company was named "Ecklan Corporation" and an initial Form 10-SB Registration Statement was filed in December, 1999.  Over the next five years, the Company complied with S.E.C. / Edgar filing requirements.  Ultimately the Company changed its name and business plan, and then in August, 2005 (then known as "Mindset Interactive"), a Form 15-12G (Notice of Termination of Registration) was filed.  The Company has since operated under the guidelines of the OTC Markets Pinksheets, which do not require securities to be registered or that trading companies be fully reporting under S.E.C. guidelines.

Over the past few months - in between all of the other daily job duties and operational distractions - Parkinson and Shefte worked to draft a Form 10 Registration Statement for Hannover House, Inc.  This is a document of 45-pages, which was based on the published guidelines on the S.E.C. website - as well as information relayed to us by the very helpful staff at the S.E.C.'s Edgar Department in Washington, D.C.  A visual inspection of this report looks impressive, thorough, contains all required financial items and by all accounts appeared to be good-to-go.  However, the Form required XBRL formatting, and the office of the S.E.C. Chief Counsel suggests that the filing needs additional disclosure details (due to the prior operating history of Hannover House, 20+ years).  Hannover House is not eligible for S-1 due to the prior registration filing, in 1999, but is also not a start-up or spin-off seeking to register new shares under a standard format of a Form 10. So the customary templates of S.E.C. filing formats do not perfectly match our unique position.  Accordingly - and in order to better clarify the special circumstances of the Company's history, as well as to address areas that were not sufficiently detailed - additional items are now being added into the filing including:

*  Stock Registration History explanation and detail, through the acquisition of Hannover House by Target Development Group, Inc., f/k/a Mindset Interactive, f/k/a Ecklan Corporation.  The filing needs to more clearly describe the history of the Company and its securities.

*  Officer Compensation / Officer Loans / Officer Stock Forfeitures / Officer Stock Conversion Options;

*  Greater Clarification / Description on the nature and rights of the "Preferred" Share Class;

*  Further detail on the State of the Industry, Competitive Threats, Management's Analysis of Company's position and potential within the Industry;

*  Financial Tables showing the current revenue sources by media.

Over the next day or two, Parkinson and Shefte will work on the draft responses to the first four items above, while Daniel Ackerman (Accounting) and Tom Sims (Sales) will assist in the creation of a revenue-by-media table (both historically and projected), to address the above fifth item.

It is expected that these additions will add six-to-eight pages total to the total Form 10 filing.  Upon completion, this version 2 document will be converted into XBRL by MacReportMedia and filed with the S.E.C. Edgar Department for review and publication.  We're so very close.

By the way, the S.E.C. Edgar Department staff have been very helpful to Hannover House in this process. While that department is not able to provide specific legal or filing advice - such specific legal and filing feedback comes from the office of the S.E.C.'s Chief Counsel's - they have been able to assist with the procedural steps along the way, which has been very much appreciated.