Hannover House takes major step towards acquisition of $100+ Million in Films & Assets

 MINUTES OF THE BOARD OF DIRECTORS MEETING AND ACTION:

 

HANNOVER HOUSE – BOARD OF DIRECTORS RESOLUTION

REGARDING AN INCREASE IN AUTHORIZED “PREFERRED” SHARES

 

A special telephonic meeting of the Board of Directors of Hannover House, Inc. was held on Tuesday, June 16, 2026, at 2:00-pm CST.  Participants in the call included Board members Christian K. Large, Eddie Jae Walema and Eric Parkinson.  Among other agenda items (which have been recorded in the minutes separately), the purpose of this meeting was to discuss and approve the authorization for additional “Preferred” Shares of stock, for use as a credit-enhancement or collateral tool for the acquisition of approximately one-hundred-million dollars (USD $100,000,000) in productions and hard assets (including real estate). The following matters were reviewed and approved by the Board and described below.

 

1).       PREFERRED SHARE A/S INCREASE AND VENTURE DESCRIPTION – Eric Parkinson opened the meeting with a discussion of recent communications (and in-person meetings in Los Angeles) regarding an opportunity presented to the company by Incite Media, involving the raising of $100-million in acquisition funding through a carefully structured use of Hannover House “preferred shares” as a restricted stock collateral tool. Although no agreements have been finalized with Incite Media, negotiations and structural discussions continue on some of their specific projects and ventures. However, the concept of using sales-restricted Preferred Shares as a credit-enhancement (or collateral) tool makes sense for Hannover House, and would apply to many opportunities outside the scope of those projects and opportunities presented by Incite.

 

Accordingly, HHSE CEO Eric Parkinson described to the Board members the structural concept and the feedback received from Securities attorney Tomer Tal and entertainment attorney Jere Hausfater. Structurally, the use of sales restricted Preferred Shares under this plan would function as a tool of credit-enhancement of Hannover House distribution or purchase guarantees. Preferred Shares (restricted from sale under Rule 144) can be pledged as collateral, but held by HHSE from release until up to 18-months, and would provide Hannover House the opportunity to receive valuable film and property assets -  market and monetize these assets - and potentially retire the loans before the collateral lien on Preferred Shares reaches maturity. The assets acquired under such a structure immediately become positive balance sheet items (reflected on the balance sheet both as asset and as a payables liability); and to the extent that any portion of a loan remains upon maturation, the balance would be retired with the release of the appropriate quantity of collateral shares for such residual debt balance.

Any shares released under this collateral mechanism would potentially be held back longer than the Rule 144 holding restriction, with the additional requirement that the said shares would become saleable upon company’s uplist to Nasdaq, or 18-months, whichever occurs first. This plan creates a functional credit tool for Hannover House, which has already been discussed and approved with major producers.

For instance, with one of the potential productions under this structure, Hannover House would issue a revenue guarantee for worldwide distribution rights to an Oscar-caliber thriller filming this year (with two “AAA” level stars). The distribution guarantee in this case would be for HHSE to pay the producers $5-mm as a royalty minimum guarantee (“M.G.”) for these distribution rights. But the payment of the M.G. is not due for 18-months… so, HHSE will receive the movie, sell it to various international licensors and USA platforms, and seek to retire the balance before the note (and collateral lien) is matured. The film immediately becomes a valuable asset for HHSE (towards meeting the Nasdaq asset qualifications), and the anticipated distribution revenues from a major film like this particular example, will generate fees and impressive quarterly results. If, by chance, any portion of the M.G. is unpaid at maturation of the guarantee (which is after the film has been distributed and monetized), then the release of collateral Preferred Shares becomes another positive balance sheet asset (paid-in capital), which positively impacts the balance sheet further by the comparable reduction of the matching payables liability.

 

Functionally, the use of Preferred Shares as a collateral mechanism is like empowering  Hannover House with the capability of writing itself a $100-million “post-dated check” – and bringing in $100-mm in assets and potentially generating another $200-mm in revenues before the loans mature. These steps put HHSE on track for NASDAQ within a year - at which point the legacy (current), HHSE shareholders are likely to see a tremendous return on their common stock investment.

 

It is believed that this structure will enable HHSE to acquire six major features, six smaller productions, facilitate funding for the launch of the MyFlix streaming site and enable the company to acquire a majority interest in a multi-million-dollar real estate venture (with warehouses, sound stage, filming equipment, vehicles, editing and post-production offices).

 

In order to proceed, Parkinson presented to the Board of Directors the motion to authorize the creation of twenty-five-million (25,000,000) Preferred Shares to be added to the existing authorized amount (10-mm) for a revised total count of thirty-five-million (35,000,000) Preferred Shares.

 

The newly authorized Preferred shares will have both a Rule 144 sale restriction and a secondary management restriction of 18-months or Nasdaq uplist as triggers for the holder of Preferred Shares to apply for removal of the sale restrictions. Under existing corporate structure for Hannover House, the Preferred shares have a conversion value of one-hundred-to-one if, as and when they become eligible to be converted into HHSE Common Stock. Accordingly, based on the current HHSE Common Stock price, the Preferred shares are currently worth approximately $1.00 each, but are expected to rise in proportion with the Common Stock pricing appreciation. Due to a variety of major ventures – including this funding structure - HHSE management feels the company’s value will significantly rise over the coming months and could support a Common Stock price of $.10 per share. Any appreciation of the HHSE Common Stock pricing will have a proportional impact to the collateral value of the Preferred Shares (i.e., HHSE Common Stock price of $.05 will support a Preferred Share value of $5.00 – and a HHSE Common Stock price of $.10 will support a Preferred Share value of $10.00).  Following this explanation, the Board voted unanimously to authorize this A/S modification.

 

In compliance with corporate regulations and disclosure practices, Parkinson indicated that the A/S change would be filed with the Wyoming Secretary of State, and modified into an edited version for release as a Form 8k Information statement with the Securities and Exchange Commission (to be published to the Edgar database as soon as filing access for Hannover House is restored, anticipated on or about July 1^st).

 

Parkinson also described to the Board several other high-profile, major-star driven productions that were presented to the company during the Cannes market, which are likely candidates for acquisition under this credit-enhancement structure.

 

There being no further issues addressed at this meeting, the Board adjourned at 3:11-pm.  Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on the Minutes of the Board of Directors Meeting of Hannover House, Inc. to be signed on its behalf by the undersigned hereunto duly authorized.

 

	HANNOVER HOUSE, INC.
	(Registrant)
Date: June 17, 2026
	/s/ ERIC F. PARKINSON

                                                                                    By: ERIC F. Parkinson, C.E.O. & President

HHSE CEO - ERIC PARKINSON - at a Beverly Hills lunch and strategy meeting with (left to right), Entertainment Attorney and counsel for Hannover House JERE HAUSFATER, Parkinson, INCITE MEDIA CFO and Financing Specialist JENNER FURST and INCITE MEDIA CEO and Hollywood Mega-Agent & Producer ARNOLD RIFKIN (WME partner with over a hundred major production credits, including DIE HARD series). 

 

 

"Game Changing" news for HHSE on Monday....

Greetings HHSE Friends - Watch on Monday for either a Form 8k filing, or an 8k HERE on this blog (if the SEC Edgar Pass-Phrase for HHSE is not re-activated by Monday). 

It's step one along the roadmap to rapidly build HHSE into major company status - and onto NASDAQ - fueled by the revenues and momentum of several mega projects tied into this news.

Have a great weekend... HANNOVER HOUSE, INC. 

The harder we work... the luckier we get...

Dear HHSE Friends & Followers - It's been a couple of weeks since we teased about activities anticipated at the Cannes Marche du Film and Festival. Some shareholders have  noted - with dismay - that no follow-up news has since transpired (except those items that were publicly printed or released to the wire services).

Items / developments that WERE announced included the placement of NATIVE FABLES onto the cover of the Cannes Show Daily / Le Film Francais trade publications. That was quite an achievement as only 12 titles per year can make the cover of the show daily... and over 9,500 movies were made last year. Another item that was released was the pre-screening announcement of our early market acquisition of SINATRA ETERNITY - a historic picture about Frank Sinatra that HHSE will release to theatres this fall, prior to a streaming launch. There was also another Getty Images / Associated Press and EIN Presswire follow-up release covering our screening of that film on May 19 - to a standing room only audience (157 showed for a 110 seat theatre - leading us to a second screening for the buyers and industry VIPs).

Items that were NOT announced, but were planned, included updated news on our launch of MYFLIX, as well as specific news of MYFLIX managers / executives and some exciting Board of Directors appointments for HHSE.  These items - and our uplist - were purposely held back due to "the winning lottery ticket" (so-to-speak) for a new structure at HHSE. 

During the past few weeks, a new venture has been forming that is so significantly material in impact that it is totally transformative for HHSE, our operations and our shareholders. Without breaking the Non-Disclosure Agreement restrictions, we can state that this venture will help bring over $100-mm in asset value and projects to HHSE, as well as high-profile advisors and product suppliers. The venture quickly moves us from OTC QB to QX and to NASDAQ within a year (as projected) with enhanced revenues, visibility and industry credibility for a position that fills a major (billion-dollar) market void within the entertainment industry.  

Accordingly, the prior plans for announcing that sales went well for Native Fables, Wildfire and Unholy Song is news at a level that is no longer a priority focus for HHSE. The additional news that we are joint-venturing on the production and distribution of a high-profile spy-thriller (with an A-List star) is exciting, but also pales when compared to a 10-title production line-up of "A" and tentpole level ventures. Yes, all these existing and smaller-profile projects will add to the company's balance sheet and revenues. But adding $1,000,000 in sales revenues and $650,000 in production costs for WILDFIRE to our balance sheet PALES in comparison to a $25-mm feature with $15-mm in presales and an upside of $100-mm box office potential. That's why we have purposely gone radio silent about Cannes and what is now happening... 

Under OTC / S.E.C. rules, HHSE is required to disclose "material level events" within five business days of execution or satisfaction. When we disclose this venture and our new associations, the rationale for the delay in implementing corporate filings or releasing acquisition and sales news will be obvious to all. 

Meanwhile, here's a few images from Cannes activities that will not betray the NDA of events now in motion. Hold tight, this is beyond exciting now...

Preview of CANNES Market Wrap-Up for Hannover House / 2026

Greetings HHSE Friends - although the "festival" portion of the Cannes market will continue through this weekend, the "market" portion is functionally completed as of tonight (Tuesday, May 19).  Hannover celebrated with a bang-up premiere event for SINATRA! ETERNITY with a standing room only crowd and a second overflow screening required at the Eden Cinemas (110 capacity, and 158 attendees!!).  We made the most of the situation with media coverage from GETTY IMAGES, ASSOCIATED PRESS, FORBES, CNN and three "French" broadcasting groups seen only within France. 

Working in conjunction with Crisis Cinema of Greece, we helped with additional territorial licenses for the Sinatra film into France, Italy and Germany... with strong interest from buyers in the U.K. and Spain.

Regarding other Hannover House items, four additional markets were added for WILDFIRE and two for UNHOLY SONG. Details will be included in the formal Cannes wrap-up (likely this weekend, as this is a quick overview blog).

The company also made deals for FIVE new feature productions that HHSE will handle for USA and English-speaking Canada... including two "huge" / material level productions. Can't wait to giet the press rolling on those. 

MyFlix support is unanimous, across the board, even with major studios. Everyone LOVES the idea of another retail streaming outlet... with the added twist of USER INTERFACE ability to upload their own videos, makes MyFlix a magnet for TRAFFIC (and much of this will lead to streaming of our Advertiser Supported feature programs). 

SO - with a flight back to the USA for Wednesday, I'll wrap this teaser up with the promise of a much more detailed report in the next few days. 

Onward....

TUBI and AMAZON PRIME Social Media ads for WILDFIRE top 525,000 Impressions!

SATURDAY (May 9) GENERAL RELEASE UPDATE - We accepted an offer of matching MDF (Market Development Funds) for ads with TUBI and AMAZON PRIME in support the streaming release of WILDFIRE. 30-second hot-link ads on Facebook and Instagram launched last Saturday - and have already generated 525,116 impressions in the first week. 

How many of these consumers will actually WATCH the movie (and generate "ad share" revenues for Hannover House)? We will know if a few months, based on the reporting / payment lag from streaming services. But it's been wonderful to get so many emails from friends, producers and shareholders across the country saying that they have seen the TUBI / AMAZON PRIME ads... so that's a nice response.

The CANNES Festival and HHSE corporate and press activities launch this coming week... watch for plenty of significant news!

Clarification on Parkinson / Officer Shares (deferral conversion)

Greetings HHSE friends and followers - in response to the Form 4 notification last Friday - that CEO Eric Parkinson was "converting" previously accrued / deferred salary to Common Stock Shares - some of the responses shared with me from various stock chat boards represent such a profoundly false impression of this move that a response is merited. While anyone with an IQ above room-temperature can see that this move is a POWERFUL sign of management confidence in HHSE, for the sake of those not thinking it through, I will clarify:

The conversion of $362,949 in deferred salary at a $1-for-$1 basis means that Eric Parkinson will receive that dollar amount of shares as per the closing on the prior trading day. These shares will bear a Rule 144 Sale Restriction legend, and cannot be sold for a minimum of 12-months. So, is Parkinson planning to SELL these shares in 12-months? Or is he making a smart move to get shares prior to the jump to $.10 for HHSE?  

In my humble - yet deeply informed - opinion, right NOW is the time to be acquiring shares of HHSE. There is an army of traders / investors (500+ strong) that have communicated the plan to support the HHSE stock following the uplist, the news of our production slate and the anticipated worldwide media coverage from Cannes on our industry announcement of the MyFlix launch on June 24.  Hitting $.03 per share seems to be very quickly obtainable... and the target of hitting $.10 seems like a proportional value goal once MyFlix is on-line (e.g. proportional to the valuation of the MyFlix streaming service once on-line / relative to the total of HHSE shares in issue). 

Even though these new shares are RESTRICTED for 12+ months, for Eric Parkinson (or any direct HHSE officer or affiliate) to sell Common Stock shares, a sale would have to be conducted under a registered S.E.C. 10b5-1 plan. Such a transaction occurs through a blind-sale with a broker-dealer, and is limited to 10% of the daily trading volume for the equity. The beneficial owner provides the broker with a "minimum price per share" (such as $.05) - above which the broker can sell shares into the market over a 90-day period, again, provided that the daily volume is not more than 10%. Additionally, the total amount of shares that an officer can sell during any 90-day period must be LESS THAN one percent (1%) of the total A/S for the issuer. So - even if Parkinson were selling (he is NOT), the move would be publicly announced in advance and the impact to the upward trajectory of the PPS for HHSE would be minimal.  FYI, the last time Parkinson sold HHSE shares was in late 2013, over a dozen years ago. 

The act of converting deferred salary into SHARES happened because Parkinson KNOWS that the shares are worth MANY TIMES MORE than the cash redemption value of the deferral. 

To any seasoned business person, this should be obvious. But to the professional naysayers (who have been hired to "bash" the HHSE stock and it's officers), painting this move as something negative (!!) is the most creative thing they have ever done. Well, maybe it's the second most creative... with the all-time winner being when the SAME I-Hub posters declared that HHSE President Fred Shefte was a domestic terrorist and prison cell-mate with Timothy McVeigh (!!)  A normal, functioning brain would have not come up with that insane of an thought, either. But their agenda is NOT to present wise, accurate or truthful advice... their goal is the OPPOSITE. They want to instill fear and uncertainty so that people are suckered into selling HHSE when it's low... and as they have proudly boasted on chat boards, they bash the price down, then let it pop back towards actual value, then dump... and "rinse and repeat." They KNOW that their days are OVER with our uplist and huge numbers of new shareholders flooding the volume and drowning their efforts. 

So, consider the source... and enjoy the ride as we launch this ONWARD AND UPWARD! 

MORE UPDATES - April 22, 2026

In response to my blog post (above) - in which I ACCURATELY state the nefarious motivations of some of the IHUB paid "bashers" - I was asked by ACTUAL shareholders to respond to and correct yet TWO MORE total lies posted by the bashers on IHub today.

1).  REVENUES GUSHER - One of the bashers was purposely misstating how film royalty deals work, and the timing of receivables / reporting periods. This intentionally confused poster said that he "did not see" the revenues gusher from WILDFIRE on FANDANGO AT HOME on the 12-31-2025 annual report.  No, of course it would not appear there. It would appear in the Q2, 2026 report, reflecting a statement and payment on May 15, 2026. That's how royalties work. 

2).  "GUILTY" BALONEY - another IHub basher referred to the completely discredited "cease and desist" letter sent seven years ago by a former Arkansas Securities employee. The letter demanded that Hannover House STOP doing something which we had NEVER done. This was a baseless accusation, certainly not a "found guilty" lie as the basher wants to pretend. You can read it yourself by the link provided, as the letter has still not been removed. Back in 2019, Hannover's counsel requested a HEARING to prove that the letter was baseless... but the paper trail of what happened thereafter fell into the void of missing Fred Shefte files. As many of you may recall, Fred Shefte was battling poor health throughout 2019 - and clear up until his death in 2022. So, this Arkansas Securities Commission matter was not fully resolved.  Meanwhile - as the allegations did not apply to any actual activities of the company, the desire to spend money on a hearing was not a priority these past seven years. However, a new outreach has been initiated to have the letter removed. 

WHEN THE STOCK BASHERS ARE TRYING THIS HARD TO SUPPRESS THE HHSE STOCK ENTHUSIASM - WE KNOW WE HAVE THEM BY THEIR TINY CAJONES. 

Disclosure of Officer Form 4 S.E.C. Filing / Conversion of Deferred Salary under Employment Agreement Option

Pursuant to the employment agreement of Dec. 15, 2010, the accumulated balance of "deferred salary" earned but unpaid for HHSE C.E.O. Eric Parkinson - which has been disclosed on the company's periodic quarterly and annual OTC Markets filings - has been converted into Common Stock shares at a 1-to-1 basis (no discount to market price of shares). 

The effective date of this transaction is April 17, 2026, and the conversion price is based on the closing price for the prior trading day, e.g., $.0079 / share. 

As of Dec. 31, 2025, the accumulated balance of deferred salary to Parkinson was $362,949. There has been no interest earned on these deferrals, and no interest is due. As a result of the conversion and the April 16, 2026 closing price, Parkinson will receive 45,941,911 Common Stock Shares - which shall bear the Rule 144 Sale Restriction Legend as required for officers, directors or affiliates (i.e., sale restriction shall be for a minimum of 12-months from date of issue). As of this transaction, Parkinson will have 96,584,560 Common Stock Shares, in addition to his 6,400,000 "Preferred" shares of Hannover House, Inc. 

This conversion will result in the reduction of the deferred salary payables liability on the company's balance sheet.