Current Report Filing (8-k)
December 16 2014 - 1:31PM
Edgar (US Regulatory)
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): December 15, 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.
a). JSJ Investments - Hannover House, Inc.
(“Company”) has entered into an agreement with JSJ Investments for the purchase of qualifying, aged debts, including
an allocation of revenues for the Fantastic Films, Inc. obligation, and a payment to the National Bank of California to commence
a mutually agreed and beneficial settlement structure. While it was the Company’s preference to defer any such transactions
until after S.E.C. Edgar publication of the Company’s Form 10 Registration, the creditor pressures from the above two beneficiaries
mandated the immediate closing of this transaction. In consideration for the funding of $108,000 by JSJ Investments, the Company
authorized the issuance of 8,974,359 shares of Common stock and a promissory note for $38,000 due in June, 2015.
b). Supplier Studios – Company has
executed distribution / sales agency agreements with two independent video labels / studios. Effective Jan. 1, 2015, new video
releases from Green Apple Entertainment, Inc. (Florida Corporation) and Fever Dreams, Inc. (New Jersey Corporation) will be handled
exclusively under the label venture being managed for Company by V.P. Tom Sims. A schedule of initial new releases titles from
these two supplier labels is included in the Company’s Form 10 Registration, and will be separately promoted through press
releases and other forms of public communication. Initial sales estimates for 2015, based on current releases and sales activities
for these two labels, show an anticipated range of between $3.5-million and $5-million, supplemental to all other revenues of the
Company. |
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SECTION 5 — CORPORATE GOVERNANCE
AND MANAGEMENT
|
|
|
Item 5.02 |
Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
a). Officer Salary – In respect of the enhanced
release activities and anticipated revenues for the Company, effective January 1, 2015, the base, annual salary for Eric Parkinson
will be restored to its original level of one-hundred-eighty-thousand dollars (USD $180,000); for the past two years, Parkinson
had agreed to a reduced salary.
b). Board Membership – Subject to coverage
by a “director’s & officers” liability insurance policy, Tom Sims has agreed to join the Hannover House,
Inc. board of directors, effective upon activation of said D&O insurance. The Company is seeking two (2) additional, qualified
candidates to join the Board of Directors and to bring the total to five (5). |
|
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
a). Annual Shareholder’s Meeting / Annual Report
- Company has amended the Articles of Incorporation, and filed same with the Wyoming Secretary of State, to enable the Board of
Directors to reserve the option of issuing an “annual report” for Shareholders, in lieu of, or in addition to, an Annual
Shareholder’s Meeting. As of the date of this Form 8 filing, the Board has not decided on the date, location or need for
an Annual Shareholder’s Meeting covering the year ending 12/31/2014. Formal meetings / gatherings were held in January in
2011, 2012 and 2013 (covering activities in the prior years), which meetings were conducted in Fayetteville, Arkansas to
limited Shareholder attendance. In response to Shareholder requests, the Annual Shareholder’s Meeting held in February, 2014
(for the year ending 12/31/2013) was held in New York City, which also generated limited attendance while costing the Company
many thousands of dollars more than the prior three meetings. The Company is requesting feedback and suggestions from Shareholders
regarding the issue of an Annual Shareholder’s Meeting vs. an Annual Report, or both; and if a meeting were to be held, suggestions
for location / venue and dates. |
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SECTION 8 — OTHER EVENTS
Item 8.01 |
Other Events.
a). Form 10 Registration Filing - Company has
completed all requested revisions and formatting changes to the Form 10 Registration Statement, which is being submitted to MacReportMedia
for filing with the S.E.C. Edgar database. It is Company’s intention to seek uplisting to the OTC “QB” board
upon S.E.C. acceptance of registration. |
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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: December 15, 2014 |
Hannover House, Inc. |
|
By |
/s/ Eric F. Parkinson |
|
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Name: Eric F. Parkinson
Title: C.E.O. |
INDEX TO EXHIBITS
Exhibit No. |
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Description |
1 |
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Not Applicable. |
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