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Friday, May 8, 2015

Revised Form 10 to be Promptly Re-Filed with the S.E.C.

Dear HHSE Friends - As previously reported, HHSE was informed on April 28 that our prior auditor (Terry L. Johnson) had lost his authority to sign-off on Public Company audits.  Accordingly, and without delay, HHSE engaged a new PCAOB firm to handle the 2014 audit project.  No, the new auditor is not Grizzly Adams, or whatever entity the anti-HHSE stock clowns wish it were.

In any event, on Tuesday, HHSE received a call from Dana Brown and Melissa Raminpour of the S.E.C. to discuss the Terry Johnson matter in further detail.  While the audit work that Johnson performed on HHSE was never in question, the revocation of this PCAOB approval suddenly rendered his previously approved financials as "deficient" - solely due to his certification authority, (and having absolutely nothing to do with HHSE's audit or the validity of the Form 10).  A follow-up call to evaluate options for a time extension was suggested, to enable HHSE the opportunity to determine if the new auditing firm would be able to expeditiously review and certify the 2012 and 2013 work already performed.  It was determined today that the 2012 and 2013 audit review would not be ready by Monday (May 11), and that the Form 10 maturation date (of 60-days) may have resulted in the registration becoming "Active" but materially deficient for lack of three-years of PCAOB certified audit confirmation.

HHSE was advised that a Form RW withdrawal of the Form 10-12(g) Registration Statement would prevent the company from potentially becoming a deficient filer... and enable the company to promptly re-file the revised Form 10-12(g) - with the three years of audits - under an Accelerated approval request.

So the bad news is that the Registration Statement will not be active as on Monday, May 11.  The good news is that HHSE will promptly re-file and request accelerated review, since the rest of the Form 10 has been studied.  It's a delay, but not a very long one.

Quite likely, the clown-squad - the "sky is falling" IHUB chorus that has grown so tiresome over these past five years (when their oft-promised disasters never occur) - will gleefully try to convince shareholders that HHSE's decision to follow the sage advice of counsel is actually something nefarious.  Yes, it was a disappointment to find out that five weeks after filing the Form 10, our auditor lost his certification. But it was promptly resolved by hiring a much larger accounting firm.  It was another blow to learn that the 2012 and 2013 results were no longer valid for the same certification reason.  But we dealt with that too... and have a plan for accellerated approval of the revised Form 10-12(g) filing.

Next week:  Q1 results (very good!), HHSE presentation at MONEY SHOW (in Las Vegas), and big CANNES LAUNCH announcement.  Would have been nice if the Form 10 had matured on Monday, but it's only a short delay, and everything else positive is still on the prior schedule!

Watch this space...

Meanwhile, here's the Form RW filed with the S.E.C. today...

Hannover House, Inc.
1428 Chester Street
Springdale, AR  72764
(Commission File No. 000-28723)

May 8, 2015
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010

Attention:              Dana Brown, Legal Department
                                Andrew Mew, Senior Assistant Chief Accountant

                Re:          Hannover House, Inc.
                                Request to Withdraw Registration Statement of Form 10-12(g), (File No. 02202015)
Following the telephonic discussion with your office regarding subsequent events that have impacted our company’s Form 10-12(g) Registration Statement – specifically the requirement for the company to engage a new PCAOB certified auditing firm due to the recent revocation of the certifying authority granted to Terry L. Johnson, C.P.A. – Hannover House, Inc. is unable to comply by May 11 with all required revisions to the Registration Statement, as were specified in your letter of March 26, 2015 and as further clarified in subsequent telephone calls.
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, (the “Securities Act”) Hannover House, Inc., a Wyoming corporation (the “Company”), hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal of the Company’s Registration Statement on Form 10-12(g) (File No. 02202015) together with all exhibits thereto (the “Registration Statement”) as of the date hereof or at the earliest practicable date hereafter. The Company is withdrawing the Registration Statement because the audit report from the new auditing firm is not expected to be ready by May 11.  The Company intends to promptly re-file with a revised Form 10-12(g) report containing the new audit certification (and additional disclosures and compliance instructions). The Form 10-12(g) Registration Statement was originally filed with the Commission on March 11, 2015. The Registration Statement was not declared effective by the Commission under the Act.
Please send copies of any written order granting withdrawal of the Registration Statement that the Commission may issue to the undersigned at the address above on this letter with a copy to the Company’s counsel, James Scheltema, Esq. by email at Jim@SmallCapDevelopment.com or by fax at (850) 912-8529. If you have any questions regarding this letter, please contact the undersigned, Eric F. Parkinson, C.E.O. at (479) 751-4500. Thank you for your assistance with this application for withdrawal.


                                                                                                                                HANNOVER HOUSE, INC.

                                                                                                                                By: /s/ Eric F. Parkinson                                                                                                                                                                     Eric F. Parkinson, C.E.O.