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Tuesday, February 17, 2015

HHSE Completes Form 10 Filing / Audits & Release

Good morning HHSE Friends - Today will likely be viewed as a key day in the history and development of Hannover House, Inc., as the Company has finally fulfilled its long-sought goal of completing the audits, and Form 10 registration.  The filing - which will be released via MacReport Media to the S.E.C. Edgar Database - is completed and now in process.  It is believed that this document will be published in the next day or two via the Edgar website (although neither Hannover House nor MacReport Media contol the timing of the S.E.C. publication);  it is believed that the S.E.C. will generate an acknowledgment email that the filing has been received, which counsel has authorized HHSE to publish on this blog for shareholder review.

Some key questions:

1).  Does the Form 10 Registration include AUDITED Financials?  Yes, audits have been completed for the full fiscal years ending 12/31/2012 and 12/31/2013.  Additionally, unaudited financial data for the year ending 12/31/2014 is included for comparison purposes.  The audit for 2014 is expected to be completed in about three weeks, well in advance of the April 1st deadline for fully reporting companies.

2).  What took so long?  Quite a few factors impeded the Company's ability to file sooner.  The registration and withdrawal of registration (via a Form 10 in August 2005), created additional documentation and financial disclosures, including a three year comparison.  The absence of auditable financial records for TDGI during 2009 (prior to the merger with Hannover House) meant that a three-year history would not have been possible until 2013 (if the years selected had been 2010, 2011 and 2012);  however, as the requirement is for the three most recent years, the periods selected were 2012, 2013 and 2014.

3).  Will the Form 10 be released via this Blog or other means prior to the S.E.C. Edgar publication?  This is under review;  counsel is concerned that preemptive publication of the Form 10 via a non-Edgar means could appear to be providing some investors with preferential information as compared to standard investors who are relying upon data published by the S.E.C.

4).  What sort of surprises will shareholders see?  The biggest adjustment is to add a provision for Deferred Income Taxes, and how this impact's retained earnings, the balance sheets and equity.  Some items were reclassified (but within the same general categories of Assets or Liabilities), and adjustments to the Income Statements were made to reflect write-downs.  But overall, the revenues and stockholder's equity were not impacted significantly.  As stated previously, many of the issues impacting the Company's financials were previously addressed and modified by management.

5).   Why did the Company change auditors?  This will probably surprise none of our sophisticated shareholders, but "basher harassment" of our previously designated auditors (including the false threat of litigation by the bashers), created an unreasonable standard for completion of the audits.  Ultimately, it was determined that an auditing company experienced in both Pinksheet securities and Entertainment companies would be a better fit for HHSE - especially if the identity of the auditor was withheld to avoid further efforts to sabotage the completion of this Registration filing.

6).   Will the Company issue a Press Release or other notifications of this development?  Absolutely.  Management believes that the filing of the Form 10 represents a crucial step towards stabilizing the HHSE stock price, attracting new investors and moving to uplist on the OTCQB.  Additionally, the Company will now (likely) be eligible for electronic share transfers (via DTC), which had been cited in the past as an obstacle to some shareholders.

7).  Is their "other good news" that the Company plans to release now that the Form 10 project is completed? Yes.