Year-End Filing with S.E.C. Edgar Database

Dear HHSE Friends & Shareholders - As promised, the year end (2013) financials for Hannover House, Inc. were fully completed and ready for posting today - which is approximately 52-days prior to the deadline for year-end filings.  However, despite our own completion and submission, we have been informed that the filing will not "go live" via Edgar until Monday (or possibly even Tuesday).

In respect of shareholder interest and inquiry, the Company is willing to post to this blog site the key financial reports (balance sheet, income statement, schedule of G&A, details of share structure and statment of cash flows) on Monday afternoon, if these items are not already posted at that time onto the Edgar database of reports for HHSE.

Have a GREAT weekend... and if you're out at a Walmart store, pick-up a copy of our surprising new sell-through hit, "AMITYVILLE ASYLUM."  Lovin' all the reorder activities! 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 11, 2014

_______________________________

Hannover House, Inc.

(Exact name of registrant as specified in its charter)

_________________

Wyoming	000-28723	91-1906973
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation or Organization)	File Number)	Identification No.)

1428 Chester Street, Springdale, AR 72764
(Address of Principal Executive Offices) (Zip Code)

479-751-4500
(Registrant’s telephone number, including area code)

f/k/a "Target Development Group, Inc."

f/k/a "Mindset Interactive Corp."

330 Clematis Street, Suite 217, West Palm Beach, Florida 33401 (561) 514-0936
(Former name or former address and former fiscal year, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

X	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

SECTION 1 — REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01	Entry into a Material Definitive Agreement.  VODWIZ Subscription Model - The Company's newly-launched venture for a "Video-On-Demand" website and IPTV Portal has completed the test-phase of the servicing venture with Nanotech Entertainment.  Under the originally structured and announced business model for this new venture, Hannover House titles (along with more than 2,500 titles from other independent distributors, and select major studio suppliers), would be offered to consumers for Video-On-Demand streaming under a "pay-per-transaction" basis.  The beta test (involving approximately 50 titles exclusively from the Hannover House library) provided verification of the operational functionality of the venture and PPT model.  However, in response to feedback from consumers and from participating studio suppliers, the option of offering consumers a monthly or annualized "subscription" access model (for a pre-determined and modest flat-fee), has been explored for VODWIZ.  Principal competitors Hulu Plus, Amazon Prime and Netflix generate a majority of their streaming revenues through this sort of flat-fee subscription model, as compared to the PPT model.  After discussing the possibility of offering VODWIZ consumers the option of a monthly or annual subscription with the VODWIZ principal supplier sources, it was determined that a revenue-sharing formula based on the actual monthly transactions for each title (as compared to the total of all transactions for VODWIZ), could serve as a fair mechanism to determine the pro-rata disbursement of subscription revenues across all participating subscription titles.  As this subscription model option will be reflected in more than ten separate licensing agreements with participating studio suppliers, and in consideration that the addition of a subscription model could positively impact revenues by many millions of dollars, HHSE Management has elected to disclose the decision to add this option to all VODWIZ supplier agreements.  Although the Company has not yet determined the ideal "monthly" subscription rate (or discounted annual rate), management does feel that VODWIZ can operate profitably while still offering a significantly sharper monthly subscription price than is currently available through its principal competitors.
Item 1.02	Termination of a Material Definitive Agreement.  Not Applicable.
Item 1.03	Bankruptcy or Receivership.  Not Applicable.

SECTION 2 — FINANCIAL INFORMATION

Item 2.01	Completion of Acquisition or Disposition of Assets.  Not Applicable.
Item 2.02	Results of Operations and Financial Condition. Company released its financial results and compliance filings for the three-month period  ending December 31, 2013, which financials, along with additionally required compliance filings and disclosures, will be posted later this month onto the OTC Markets website under ticker symbol: HHSE.  Primary financial reports are attached hereto as Exhibits.  For the Q4 reporting period, Company posted revenues of $1,167,594, with an operating, pre-tax profit of $331,402.  The revenue results represent an increase of approximately two-hundred-ninety-five percent (295%) as compared to the same reporting quarter last year; the operating, pre-tax profit results represent an increase of two-hundred-twenty-three percent (223%) as compared against the prior year's income for the same quarter.    General and Administrative Expenses for Q4 were $69,596, which represents a reduction of $23,165 from the Company's Q4 (2013) G&A period last year.  The year-over-year reduction is attributable primarily to a reduction in staff, including the termination of a sales consulting arrangement for DVD's and Blu-Ray products.
Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.  Not Applicable.
Item 2.04	Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.  Not Applicable.
Item 2.05	Costs Associated with Exit or Disposal Activities.  Not Applicable.
Item 2.06	Material Impairments.  Not Applicable.

SECTION 3 — SECURITIES AND TRADING MARKETS

Item 3.01	Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.  Not Applicable.
Item 3.02	Unregistered Sales of Equity Securities.  Not Applicable.
Item 3.03	Material Modification to Rights of Security Holders.  Not Applicable.

SECTION 4 — MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS

Item 4.01	Changes in Registrant’s Certifying Accountant.  Not Applicable.
Item 4.02	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.  Not Applicable.

SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.01	Changes in Control of Registrant.  Not Applicable.
Item 5.02	Not Applicable
Item 5.03	Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.  Not Applicable.
Item 5.04	Temporary Suspension of Trading Under Registrant's Employee Benefit Plans.  Not Applicable.
Item 5.05	Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.  Not Applicable.
Item 5.06	Change in Shell Company Status.  Not Applicable.

SECTION 6 — ASSET-BACKED SECURITIES

Item 6.01	ABS Informational and Computational Material.  Not Applicable.
Item 6.02	Changes in Servicer or Trustee.  Not Applicable.
Item 6.03	Change in Credit Enhancement or Other External Support.  Not Applicable.
Item 6.04	Failure to Make a Required Distribution.  Not Applicable.
Item 6.05	Securities Act Updating Disclosure.  Not Applicable.

SECTION 7 — REGULATION FD

Item 7.01

Regulation FD Disclosure.  Not Applicable.

SECTION 8 — OTHER EVENTS

Item 8.01

Other Events.  Not Applicable.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01	Financial Statements and Exhibits.
	(a) Financial statements of businesses acquired.  Not Applicable.
	(b) Pro forma financial information.  Not Applicable.
	(c) Shell company transactions.  Not Applicable.
	(d) Exhibits.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

Date: February 11, 2014	Hannover House, Inc.
	By	/s/ Eric F. Parkinson
		Name: Eric F. Parkinson Title: C.E.O.

 

INDEX TO EXHIBITS

Exhibit No.		Description
1		Quarterly Financial Results for the three-month period and year ending Dec. 31, 2013

 

HANNOVER HOUSE, INC.

CONSOLIDATED STATEMENT OF INCOME & RETAINED EARNINGS

FOR THE THREE-MONTH PERIOD ENDING DEC. 31, 2013 (UNAUDITED)

 

REVENUES
Product Sales (including International Licenses) *		$	1,153,601
Additional VOD Revenue-Share Income		$	13,993
TOTAL REVENUES		$	1,167,594
COST OF SALES
Commissions		$	0
Sales and Marketing		$	2,922
Video Manufacturing		$	10,227
Film and Book Royalties		$	900
Freight		$	2,547
Other Expense, Accrued third party participations *		$	750,000
TOTAL COST OF SALES		$	766,596
GROSS PROFIT		$	400,998
GENERAL AND ADMINISTRATIVE EXPENSES		$	69,596
INCOME (LOSS) FROM OPERATIONS		$	331,402
OTHER INCOME (EXPENSE)		$	0
INCOME (LOSS) BEFORE INCOME TAXES		$	331,402
PROVISION FOR INCOME TAXES **		$	0
NET INCOME (LOSS)		$	331,402
RETAINED EARNINGS, BEGINNING OF PERIOD		$	4,138,137
RETAINED EARNING, END OF PERIOD		$	4,469,539

 

 

 

 

* International Sales Contracts have been allocated based on gross revenue amounts, less accrued third party participations or assignments.

 

** Corporate tax returns are calculated on a cash basis, while period reports are calculated on an accrual basis.

 

 

 

 

 

 

Exhibit 1 - Page 1

HANNOVER HOUSE, INC.

CONSOLIDATED AND GENERAL & ADMINISTRATIVE EXPENSES

FOR THE THREE MONTH PERIOD ENDING DEC. 31, 2013 (UNAUDITED)

 

 

GENERAL AND ADMINISTRATIVE EXPENSES
Auto		$	0
Bank Charges		$	627
Consulting		$	0
Employees		$	38,047
Entertainment		$	35
Equipment		$	0
Fees		$	0
Insurance		$	0
Labor		$	0
Legal and Accounting		$	500
Miscellaneous		$	3,354
Office		$	3,101
Rent		$	9,600
Taxes (including Payroll Taxes)*		$	8,047
Telephone**		$	4,867
Travel		$	0
Utilities		$	1,418
TOTAL GENERAL & ADMINISTRATIVE EXPENSES		$	69,596

 

 

 * Payroll Taxes include one-time assessment of $5,585 for unpaid payroll taxes for some of the Screen Actors Guild talent utilized within the "Toys in the Attic" project.

 

** Enhanced telephone costs include one-time expense to upgrade telephone service to accommodate additional phone lines for the VODWIZ operation, as well as to add a fiber-optic service capable of streaming 4K data to HHSE / VODWIZ offices.

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 1 - Page 2

HANNOVER HOUSE, INC.

 

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2013 (UNAUDITED)

 

 

ASSETS
CURRENT ASSETS
Cash & Cash Equivalents		$	1,476
Accounts Receivable, Net*		$	2,739,259
Prepaid Wages		$	0
Merchandise Inventory		$	150,099
Prepaid Advertising		$	0
Prepaid Producer Royalties		$	1,876,191
Producer Marketing Recoupment		$	2,204,544
Film Distribution Rights		$	2,314,914
Film Production Investments**		$	497,166
Notes Receivable and Net Recoupment		$	0
TOTAL CURRENT ASSETS		$	9,783,649
PROPERTY & EQUIPMENT
Office Furnishings, Fixtures and Equipment		$	155,081
Less Accumulated Depreciation		$	(39,356)
Vehicles***		$	15,000
Less Accumulated Depreciation		$	(5,000)
Real Property		$	0
TOTAL PROPERTY & EQUIPMENT		$	125,725
OTHER ASSETS
FILM & TELEVISION LIBRARY		$	22,315,337
TOTAL OTHER ASSETS		$	22,315,337
		$	32,224,711

 

   

*  A.R. includes write-down of $455,000 from Phase 4 Films, considered to be uncollectible debt; A.R. also includes a total of $1.5-mm in net presales for "Mother Goose" which are assigned to the special purpose production entity.

 

** Q3, 2013 Filing erroneously included a Film Production Investments entry for $750,000 in presales which are assigned to apply towards the production of "Mother Goose: Journey To Utopia." The contract receivable for the presale was already recognized as part of the A.R. total.  Per the terms of the special-purpose financing for this project, HHSE will recognize the gross sales and fees as received, but will expense out the net amounts as a "producer payable" until such time that the film has achieved profitability; thereafter, the ownership and asset value of the film may be capitalized for the benefit of HHSE.

 

*** Base Value of Company's Grip & Electric Truck (1999 Ford F-80) has been reduced by $10,000 during Q4 to better reflect present market value.

 

Exhibit 1 - Page 3

HANNOVER HOUSE, INC.

 

CONSOLIDATED BALANCE SHEET

DECEMBER 31, 2013 (UNAUDITED)

 

LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Accounts Payable		$	148,522
Accrued Royalties		$	303,829
Producer Acquisition Advances Due		$	157,260
Accrued Wages		$	0
Payroll Taxes Payable		$	5,585
NB Cal AFIL P&A Loan		$	334,188
Hounddog P&A Note (Weinreb)		$	826,624
Other Bank Note		$	23,843
TOTAL CURRENT LIABILITIES		$	1,799,851
LONG-TERM LIABILILTIES
Long-Term Payables (including Interstar & Bedrock)		$	2,753,427
Assignment of Intl. Sales Net to Production		$	1,500,000
Executive Salary Deferrals		$	1,063,996
Officer Notes Payable		$	169,840
TOTAL LONG-TERM LIABILITIES		$	5,487,263
TOTAL OF ALL LIABILITIES			7,287,114
SHAREHOLDER'S EQUITY
Common Stock (583,732,365 shares
issued and outstanding)*		$	20,468,058
Retained Earnings		$	4,469,539
TOTAL SHAREHOLDER'S EQUITY		$	24,937,597
		$	32,224,711

 

 

* Share number does not include 6,500,000 shares which have since been retired / returned to treasury as unissued.

 

 

 

 

 

 

Exhibit 1 - Page 4

HANNOVER HOUSE, INC.

 

CHANGE IN SHARE STRUCTURE DURING REPORTING PERIOD

DECEMBER 31, 2013

 

 

										Change
										During
Share Structure Description		12/31/2013				9/30/2013				Quarter
Unrestricted Common Stock*			453,080,622				424,437,771				28,642,850
Restricted Common Stock			130,651,743				138,651,743				(8,000,000)
COMMON STOCK ISSUED*			583,732,365				563,089,514				20,642,850
COMMON STOCK AUTHORIZED			600,000,000				600,000,000				0
Preferred Shares Issued			1,000,000				1,000,000				0
Preferred Shares Authorized			10,000,000				10,000,000				0
Total Beneficial Owners			342				343				(1)
(per Broadridge)
Total Shareholders of Record			183				185				(2)
(per Standard Registrar)

 

 

* Total count of Unrestricted Common Stock does not include the reduction of 6.5-mm shares from a cancelled transaction with Greenwood Finance Group, LLC, which was terminated during Q4, 2013, but not reflected in the share count totals until Jan. 8, 2014. 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 1 - Page 5

Spring Fever can have Deadly Consequences!

Yes, it's cold and snowy across most of the country today... but hundreds-of-thousands of college students and vacationers are already thinking about the coveted SPRING BREAK vacations coming soon.  Just in time for this annual migration, Hannover House is pleased to release the Sundance Film Festival Audience Award winning:  "To.Get.Her: The Spring Break Murders."  Watch for home video release details soon!

\

Tell us about the Revolution?

Greetings HHSE Friends & Shareholders - As per prior postings and communications, Hannover House is in the process of adding a substantial new venture to our core business... steps that will "revolutionize" the Company's profile, stature and revenues.... a new venture so revolutionary to our business model that we've even considered using the word "Revolution" as part of the Newco-entity name that will be handling these new activities. 

So what is this Newco entity?  We will announce details at the SH meeting.

However, as previously alluded and disclosed, this is a structure to facilitate the generation and raising of outside capital and presales for the financing and distribution of high-profile feature films.  For instance, we have already announced that one of the films - the mid-level budgeted "LEGEND OF BELLE STARR" - is being privately funded under a venture which will enable Hannover House to be the distribution agent (without being the investor or "on the hook" for the production & releasing costs).  HHSE gets to handle the film's release with all upside and no downside.  Take that formula and multiply it by five-fold and you'll understand why it's a revolutionary idea for a Company that otherwise has been operating in the lower-end "direct-to-video" arena.

We've always known that the path to big revenues was paved with big releases.  What we did not have solved was a structure to finance bigger titles without unreasonably burdening the Company.

How did Artisan Entertainment grow from a Hannover House style video distributor into Lionsgate?  They did it with "THE BLAIR WITCH PROJECT" followed quickly by "STIR OF ECHOES" and "PI" as theatrical releases.  How did Summit Entertainment grow from a boutique international sales agency into a $500-million generating major independent?  They did it with the "TWILIGHT" franchise, followed by three other credible theatrical titles in short order.

Those "in the know" might say that Hannover House is "one title away" from being a major independent studio.  All it takes is a "Blair Witch" or a "Paranormal Activity" or even a "Big Fat Greek Wedding" and the Company is immediately in a different realm.  Will it happen?  Management thinks so, but management also knows that it won't happen without the support of significant outside capital.  And it is within this model that our plan represents quite a revolution.

Meanwhile, HHSE will continue to churn out our core DVD and Book releases with greater frequency and stature... building a stronger foundation and library as we reach for the high-end winners.  We think 2014 is our year for transformative growth... and we hope that our long-term supporting shareholders will enjoy the benefits of their prior support and enduring patience.

Discussion and Brainstorming on CASTING for "Belle Starr"

As we plan for the upcoming production and launch of "The Legend of Belle Starr," some names have surfaced as potential candidates for a couple of the smaller (but "pivotal") roles in the film.  Just asking around the Hannover House office today, we posed "who do you think would make a GREAT Calamity Jane and Wild Bill Hickok?"  Here are the top five answers for each role...  Obviously, any of these performers would be GREAT and could certainly do the roles justice - as are many others, we presume, who are not on the office short list yet.

Maybe some of our HHSE Shareholders & Friends have some ideas or thoughts before we go meeting with the agencies?  If you do have a great idea to share for a star performer, please send your casting ideas to: Leigha@HannoverHouse.com.

Calamity Jane:

Jennifer Lawrence

Kaley Cuoco

Heather Graham

Kate Mara

Kristen Stewart

Wild Bill Hickock:

James Franco

Kurt Russell

Gary Oldman

Kevin Costner

Benedict Cumberbatch

Director Del Shores' Acclaimed "Blues For Willadean" Now On DVD

LOS ANGELES, CA - "Blues for Willadean," the acclaimed drama from director Del Shores based on his award winning play, "The Trials and Tribulations of a Trailer Trash Housewife," is being released on DVD this month from independent studio Hannover House (OTC: HHSE).  The 2012 Production enjoyed a brief theatrical run and festival engagement last year, generating critical acclaim and consumer enthusiasm.  Principal cast members include Beth Grant ("No Country for Old Men", "The Mindy Project") in the title role, Dale Dickey ("True Blood", "Winter's Bone") as Rayleen, and Academy Award winner Octavia Spencer ("The Help", "Fruitvale Station") as LaSonia.  The Hannover House DVD is priced at $14.95 suggested retail, but is expected to be available for consumer purchase for under $10 at Amazon.com, Walmart stores and many other key retailers.

"Blues for Willadean" is not yet rated by the Motion Picture Association of America, but is suitable for a PG-13 audience, reports distributor Hannover House.  The running time is 113 minutes and the film features a widescreen aspect ratio (1:1.85) and Dolby stereo. The award-winning film, based on the NCAAP Image-Awards Winning Stage-play, will be available through Internet sellers on Feb. 4, and to Walmart Stores and other key retailers nationwide on Feb. 18.

SYNOPSIS:  From acclaimed director Del Shores, "Blues for Willadean" explores the hidden emotions, shame, and secrecy of battered women, while also offering hope, healing and truth.  Willadean Winkler (Beth Grant), the wife of a blue collar truck driver (David Steen), does her best to manage and survive in the abusive prison her husband has built for her. With the help of her best friend, LaSonia (Octavia Spencer), who lives in the trailer next door and the musical encouragement of a mystical Blues Singer (Debby Holiday), Willadean fights to break the tragic cycle.

Director Del Shores has a notable film and television resume, including six acclaimed feature films and over seventy-five episodic television credits, including "Dharma & Greg", "Queer As Folk" and his own original series, "Sordid Lives."  His stage-play and production of "The Trials and Tribulations of a Trailer Trash Housewife" won multiple theatrical awards, including Best Production  for the Los Angeles Critics Circle Awards and two NCAAP Image Awards. The play served as the creative catalyst and source material for the feature film production of "Blues for Willadean."

Hannover House is a 20-year-old publishing company and entertainment distributor of independent films, with an active home video label and new activities underway for the production of high-end theatrical films.  The company is headquartered in Northwest Arkansas, near the world headquarters of Walmart Stores, Inc., the  largest retailer of DVDs and Blu-Ray products for all of the major film studios.  Other key retail accounts for Hannover House include Redbox, Netflix, Barnes & Noble and thousands of independent video retailers, schools, libraries and booksellers.  The company also sells entertainment products to a wide range of internet sites, and services most major video-on-demand portals. For more information on Hannover House, or to see corporate filings or financials, go to:  www.OTCMarkets.com, and search under stock symbol HHSE.

SAFE HARBOR STATEMENT

This press release may contain certain forward-looking statements within the meaning of Sections 27A & 21E of the amended Securities and Exchange Acts of 1933-34, which are intended to be covered by the safe harbors created thereby. Although the company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, there can be no assurance that these statements included in this press release will prove accurate.