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
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)
(Address of Principal Executive Offices) (Zip Code)
479-751-4500
(Registrant’s telephone number, including area code)
(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)
(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.
|
|
|
|
|
|
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
|
|
|
|
|
|
|
HANNOVER HOUSE, INC.
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.
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.
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.
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