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Thursday, January 14, 2016

Conflicting Dates regarding the Form 10-12(g) Filing

Good evening HHSE Friends & Followers - Management has received quite a few emails today from shareholders asking "will the company will meet the filing deadline TOMORROW (Jan. 15) for the Form 10-12(g) Registration."  For clarity, we ask that shareholders refer to the dates of the two recent S.E.C. Filings which addressed this subject, both of which list January, 2016 as the anticipated filing target month:

1).  The 10Q report for the period ending 9/30/2015 lists on page 20, Item 11 under Supplemental Disclosures that the filing of the Form 10-12(g) was "expected to be filed on or before January 15, 2016."  This 10-Q report was completed, dated and effective as of Nov. 15, 2015.

2).  The Form 8 Information Statement, completed , dated and effective as of November 23, 2015 provided a more current update on this issue, by stating in item 8.01-e that "...The Company anticipates a re-filing of the Form 10-12(g) Registration Statement in January, 2016."  It is important to note that this Form 8 Information Statement update is less "date" specific - as the completion date of the only item outside of HHSE's direct control for the Form 10-12(g) filing (the audits) - could not be projected with such accuracy.

Despite the clarity of the effective dates of these two filings, the publication dates onto Edgar database were actually reversed, due to the complexity of the formatting requirements for the 10-Q report - which created delays in the publication of that filing.  Specifically:

a).  The 10-Q report, completed on Nov. 15, did not become "publicly posted" until Dec. 2 on the Edgar Database. All of the data within the report, however, conformed to the report's date of Nov. 15.

b).  The Form 8 report, completed on Nov. 23, did not become "publicly posted" onto the Edgar Database until Nov. 24 - even though it contained an update to the earlier dated 10-Q - which was still being formatted for publication.

In the ideal world - where HHSE Managers have lots of extra time (!!!) - the 10-Q could have been updated if the Company were willing to sign-off on a later date for the 10-Q filing (which was actually DUE on Nov. 15), and to effect a further review and update of any other issues in the 10-Q that might have merited adjustment for activities transpiring in the eight days that followed Nov. 15 -  before the Form 8 update was filed.  But HHSE was informed that further 10-Q changes would result in more filing delays and costs, and that the Form 8 update already effectively superseded the older, dated 10-Q document.

Lastly, it may be relevant to note that the filing of the Form 10-12(g) is completely optional for HHSE, in that there is no "deadline" other than our own target goals.  There are no S.E.C. penalties if HHSE files the registration on this day or that day - or not at all.  The ramifications of not filing, however, are shareholder disappointment and an empowerment of the stock short sellers and price manipulators. So obviously, HHSE management has always viewed the filing of this registration statement as mandatory for the obliteration of the factors that have damaged the PPS.

If it appears that the auditors will not be completed prior to the end of January, or if there are any other issues that might cause a delay in the filing of the Form 10-12(g), then a further Form 8 update would be merited.  Until then, we are on standby to submit the filing at a moment's notice (upon receipt of the final auditor's report).