Hannover House, Inc. - Quarter Report: 2015 June (Form 10-Q)

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

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FORM 10-Q

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 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: June 30, 2015

Hannover House, Inc.

(Exact name of registrant as specified in its charter)

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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)

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  o     No  þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  o     No  þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes  o     No  þ

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.     Yes  o     No  þ

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 

The Company’s stock is traded on the OTC “Pinksheets” Markets under the trading symbol: HHSE. The Cusip number for the Company is: 410686 101. The following is true and correct, per our transfer agent, as of and at the period ending on June 30, 2015:

TOTAL COMMON STOCK SHARES IN MARKET: 610,067,374*

Shareholders of Record: 2,012 (Standard Registrar count)

Total Beneficial Shareholders: 343 (Broadridge, ICS count)

Total Authorized Common Stock Shares: 800,000,000**

Total Authorized Series "A" Preferred Shares: 10,000,000

* Share count includes 10-mm restricted stock shares issued as collateral to TCA Global Master Fund, which are subject to return to treasury stock.

** (Note: Following the reporting period covered by this filing, the total Authorized Common Stock Shares level was increased to 800,000,000 - in April, 2015 - following a discussion at the Annual Meeting of Shareholders, and a waiting period of more than thirty days, as per the guidelines detailed in the corporate by-laws). Company also established a mechanism to empower the Transfer Agent, under very special and unlikely circumstances, to issue up to an additional 100-million “Reserve Shares” in compliance with the need for such a mechanism to service “Convertible Notes” that could be demanded, and if unpaid, converted into shares. The creation of the “Reserve Shares” represents a mechanism that is more than 7-times the maximum potential amount of shares that could, theoretically, be issued is all convertible note holders demanded shares (instead of cash) and if the Company’s share price remained at its current, historic low pricing – all of which circumstances are extremely unlikely.

The Transfer Agent for the Company’s stock is:

Standard Registrar & Transfer Company, Inc.

12528 South 1840 East

Draper, UT 84020

Tel. 801-571-8844 / Fax 801-571-2551

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FORWARD-LOOKING STATEMENTS

This disclosure statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases you can identify forward-looking statements by terms such as “may”, “intend”, “will”, “could”, “would”, “expects”, “believe”, “estimate”, or the negative of these terms, and similar expressions intended to identify forward-looking statements. These forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Also, these forward-looking statements present our estimates and assumptions only as of the date of this disclosure statement. Except for our ongoing obligation to disclose material information as required by federal securities laws, we do not intend to update you concerning any future revisions to any forward-looking statements to reflect events or circumstances occurring after the date of this disclosure statement.

Actual results in the future could differ materially and adversely from those described in the forward-looking statements as a result of various important factors, including the substantial investment of capital required to produce and market films and television series, increased costs for producing and marketing feature films, budget overruns, limitations imposed by our credit facilities, unpredictability of the commercial success of our motion pictures and television programming, the cost of defending our intellectual property, difficulties in integrating acquired businesses, and technological changes and other trends affecting the entertainment industry.

PART I — FINANCIAL INFORMATION

The Company's Financial Statements for the three-month period ending June 30, 2015 are contained within the following pages. In compliance with regulations governing FORM 10-Q reports, the information contained within these financial statements is unaudited.

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HANNOVER HOUSE, INC.

CONSOLIDATED STATEMENT OF INCOME & RETAINED EARNINGS

FOR THE THREE-MONTH PERIOD ENDING JUNE 30, 2015 (UNAUDITED)

* International Sales Contracts are allocated based on gross revenue amounts, less accrued third party participations or assignments. However, Q2 revenues do not include any international sales.

** Corporate tax returns are calculated on a cash basis, however, the applicable reserve for accrued earnings has been applied for the purposes of properly recording the company’s accrued profitability.

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HANNOVER HOUSE, INC.

Consolidated Balance Sheet / As of June 30, 2015 (Unaudited)

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Consolidated Balance Sheet / As of June 30, 2015 (Unaudited) / Continued

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HANNOVER HOUSE, INC. – STATEMENT OF CASH FLOWS

For the Three Month Period Ending June 30, 2015

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HANNOVER HOUSE, INC.

Change In Shareholder’s Equity

For the Three Month Period Ending June 30, 2015

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the unaudited interim consolidated financial statements and related notes to the unaudited interim consolidated financial statements included elsewhere in this report. This discussion contains forward-looking statements that relate to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These forward-looking statements are based largely on our current expectations and are subject to a number of uncertainties and risks including the Risk Factors identified in our Annual OTC Markets filing for the year ending December 31, 2014. Actual results could differ materially from these forward-looking statements. Hannover House, Inc. is sometimes referred to herein as "we," "us," "our" and the "Company."

The nature of the issuer’s business is driven by the operating entity, Hannover House, which is a full-service producer and distributor of entertainment products (i.e., feature films for theatrical, video, television and international distribution, and a publisher of books).

Hannover House, Inc., is a Wyoming Corporation. Truman Press, Inc., d/b/a “Hannover House” is an Arkansas Corporation.

Hannover House, Inc., f/k/a Target Development Group, Inc. (which was also formerly known as "Mindset Interactive Corp.") was registered as a corporation in Wyoming on January 29, 2009. Truman Press, Inc., d/b/a “Hannover House” was registered as a corporation in California on September 15, 1993, and re-registered in Arkansas effective June 2008. The Ecklan Corporation, registered on March 25, 1998, in the State of Texas, was the predecessor entity to Target Development Group, Inc.

The Company, Hannover House, Inc., as well as Truman Press, Inc., d/b/a “Hannover House” each have an effective fiscal year-end date of December 31.

Neither the Company, Hannover House, Inc., nor the operating entity, Truman Press, Inc., d/b/a “Hannover House” have ever been in bankruptcy. To the best of management’s knowledge, no predecessor entity has ever been in bankruptcy.

Effective January 1, 2010, Target Development Group, Inc., acquired all of the shares of Truman Press, Inc., d/b/a “Hannover House” in a stock-swap agreement. The details of this acquisition venture are described in detail within the information statement posted on the OTC Markets Disclosure Statement of December 14, 2009.

Over the past four years, the Company has defaulted on several loan or credit obligations, but none representing a material event to the Company or falling outside of the ordinary course of business. As previously disclosed through the Company's filings with the OTC Markets, the Company had incurred debt relating to the theatrical releasing costs of the film "Twelve" (debt obligations were accrued with Andersons, AOL, Bedrock Ventures, 42 West, Technicolor, Tribune Ent. and others). As of December 31, 2014 the Company had reduced the cumulative total of the outstanding debt balances for this film from an original gross of $4.2-million (inclusive of obligations to the production company / licensor), down to less than $850,000 as of this reporting period. Other significant obligations of the Company include "P&A" for the release of the film, "Hounddog" (Weinreb loan), "P&A" for the release of "All's Faire In Love" (NBCal Loan), producer / licensor obligations to Interstar Releasing, Fantastic Films and E.E. Smith, all of which are itemized or otherwise included within the Company's financials.

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As of 6-30-2015, there were no further changes of “control”.

As of 6-30-2015, there were no increases of 10% or more of the same class of outstanding equity securities.

During the quarterly reporting period ending 6-30-2015, the Company issued a total of 33,027,317 shares of stock, including 5-million shares restricted from sale under rule 144, which were issued for the benefit of key suppliers (including 1-million shares to Tom Sims, V.P. of Sales). The new issuances consisted of 11,892,920 shares issued to Magna Investments, in a debt conversion transaction to reduce the balance owed to TCA Global Master Fund; 8,750,830 to JSJ Investments in consideration of debt reductions for National Bank of California and Graham Financial Services (which note was reissued and renewed); 4,100,000 shares to Macallan Partners for purchases of qualified, aged-debt; and 3,284,567 shares to Bach Capital in satisfaction of aged convertible notes issued to the company in May of 2014.

The Company has not experienced any delisting of the issuer’s securities. As of the 6-30-2015, there were no current, past, pending or threatened legal proceedings or administrative actions that could have a material effect on the issuer’s business, financial condition or operations other than those items specifically described hereunder or otherwise disclosed in OTC Markets Filings. As of 6-30-2015 and remaining true through the date of this filing, there were no past or pending trading suspensions by a securities regulator. The legal proceedings, whether past, pending or threatened, all fall under the guidelines of being within the ordinary course of business, and are disclosed in detail in this filing or incorporated within previously filed disclosures with the OTC Markets.

Business of Issuer -- The SIC Codes most closely conforming to the Company’s business activities are: 7822 (Services – Motion Picture & Video Tape Distribution) and 2731 (Books: Publishing). The Company is currently operating. At no time has the Company ever been a “shell company” as defined in the guidelines.

Through the operating entity of “Hannover House,” the Company is actively involved with the production, acquisition and distribution of entertainment products into the USA and Canadian markets, including theatrical films, home video releases, rights licenses of films and videos to Video-On-Demand platforms and television, as well as book publishing (including printed editions and electronic “E-Book” formats).

FILMS & VIDEOS – Most of the film and video titles that are distributed by the Company are “acquired” or otherwise licensed from third-party suppliers, often production companies or media companies seeking to expand their income and market reach through a relationship with Hannover House or through the company’s recently formed multi-studio sales cooperative, Medallion Releasing, Inc.. Some of the properties distributed by the Company are “sales agency” ventures, in which the Company performs certain sales & marketing functions on behalf of the owners of the properties, as opposed to having the Company actually purchase or otherwise license rights into the property. In 2010 with the merger of Hannover House and Target Development Group, Inc., the Company began moving away from “sales agency” ventures and pursuing actual rights-licensing / acquisition structures for new titles being released under the Hannover House label, as this form of licensing arrangement can ultimately be more lucrative for the company. Most of the titles being distributed by the Medallion Releasing division are under sales agency agreements, ranging from 15% to 50% revenue splits with the program suppliers and outside labels.

BOOKS / E-BOOKS – The Company remains active in the acquisition and licensing of publishing rights to printed books and e-Books. The gross margins earned by the Company in the release of Books are generally much higher than the margins derived from the release of Film and Video properties; however, the upside revenue potential for books is usually not as high as the potential for Films. So the Company seeks to maintain a balance in its release slate of high-margin book properties, with high-revenue Film and Video properties.

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The use of the term "Company" refers to the combined entities, as reported on a consolidated basis, of Hannover House, Inc., Truman Press, Inc., d/b/a “Hannover House” and Bookworks, Inc. (a special purpose entity utilized for Screen Actors Guild activities and productions), as well as VODWIZ, Inc. (the special purpose video-on-demand portal venture), and Medallion Releasing, Inc. (the multi-studio sales venture). Each of the corporate entities files separate income tax returns with the federal government and respective states of registration; however, financial statements and reports, as of January 1, 2010, refer to the combined and consolidated results of all entities. Hannover House, Inc. is the publicly-traded entity for all operating divisions. Truman Press, Inc., d/b/a “Hannover House” is the operating and releasing division entity for all consumer products. Bookworks, Inc., is a special purpose entity established for the servicing of book and publishing ventures, and more recently, used for Screen Actors Guild productions.

As of 6-30-2015 and remaining true through the date of this filing, the Company does not foresee any probable or existing governmental regulations as having an adverse or material impact to the operations.

During calendar year 2009 (and specifically limited to activities for Truman Press, Inc., d/b/a “Hannover House”), the Company invested approximately $15,000 on activities that could be characterized as ‘research and development.’ During the calendar year of 2010, and under the consolidated reporting of all entities, the Company invested approximately $20,000 on projects and activities that could be characterized as ‘research and development.’ During the calendar year of 2011 and under consolidated reporting of all entities, the Company invested approximately $166,000 on projects and activities that could be characterized as ‘research and development.’ (specifically, the production of feature film / video products). During 2012, the Company invested approximately $287,114 on production projects / R&D assignable; during 2013, the Company made no new investments in production or activities that would be R&D assignable. The company has been involved in some feature film productions during 2014 and the first quarter of 2015, including development, pre-production and post-production work on “Bonobos: Back to the Wild” (nature docudrama), “Mother Goose: Journey to Utopia” (live-action fantasy adventure), “Dinosaurs of the Jurassic” (Documentary), “Shadow Vision” (Sci-Fi Thriller), “The Summoning” (Horror-Thriller), “Shuck and Jive” (Urban Drama) and “Clown Town” (Horror). The Company is also working on structuring financing and distribution ventures for three additional features, “Extreme Operative” (action-adventure), “Dog and Pony Show” (Family-Animal Adventure), and “Bridge To Redemption” (Action-Thriller). The company feels that its participation in facilitating the production of these and other higher-end titles generates many benefits: longer license periods (usually perpetuity), greater revenue opportunities (including international rights), and higher-end titles to serve as locomotives to elevate the company’s stature with theatrical exhibition chains and video mass merchants which can help with catalog and secondary title placements.

The Company has not incurred any non-negligible costs relating to compliance with environmental laws, whether to federal, state or local. As of 6-30-2015, the Company had 7 full-time employees.

The nature of products and services offered:

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The nature and extent of the issuer’s facilities include a primary office and warehouse combo unit (under lease from Elder Properties, Springdale, AR), comprising approximately 6,000 square feet.

Item 3 Quantitative and Qualitative Disclosures About Market Risk

Investment in the Company's Stock bears similar risks as may exist with other stocks trading on the OTC Markets board. The trading price for Company's Stock Shares can vary significantly based upon a variety of factors unrelated to the Company's actual value or revenue achievements. On an accrual basis, the Company is generating profits each quarter, with regular DVD and Blu-Ray product sales supplemented with long-term receivables for Subscription Video-On-Demand and Television sales. However, on a cash-flow basis, the Company's cash resources are often strained by immediate and long-term debt obligations. Some investors and shareholders have expressed discomfort with the Company's persistently tight cash position, which has

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been the result of balancing ongoing operational needs with debt management and new release activities against product cash flows. Conversely, many shareholders have also expressed resistance to the concept of issuing equity shares under "debt conversion" structures, which would relieve much of the cash-flow burdens but would result in a dilution of shareholder equity. Accordingly, management has worked to find the best balance of maximizing shareholder value and return, while minimizing equity dilution activities. There can be no assurance that ongoing cash flow from product sales will, by itself, be sufficient to meet the Company's combined operational, debt-management and growth needs. To address the Company's cash position, management has initiated an agreement with an Accounts Receivable-based lender, to accelerate cash flow from current product sales and thus facilitate faster growth into new areas (such as the Company's "VODwiz.com" streaming venture), as well as to provide working capital to enable the Company's Film and Television Rights Library to be more efficiently exploited.

While there are no material threats at present to the Company's ongoing viability, there can be no assurance that the majority of long-term creditors will continue to comply with debt reduction and installment payment agreements. And while the Company continues to generate DVD and Blu-Ray sales to major retailers (and Video-On-Demand contracts through the major VOD portals), there can be no assurance that current and past sales performance will continue into the future. The remedies available to the Company for continued viability and growth are revenues from product sales and licenses, credit arrangements (both with lenders and suppliers) and stock-equity opportunities (ranging from shelf-registration of new shares to "debt-conversion" ventures to alleviate the cash-flow burden from older, qualifying payables). Investment in the Company's Stock Shares bears significant risks, as well as significant upside potential. The "Price-Earnings Ratio" for publicly-traded entertainment stocks in the Company's area of activity results in an average P/E rate of 22-times. The current P/E ratio for Company's (Hannover House's) is 3.1, based on an annualized projection of the current reporting period. This extremely low P/E rate for Hannover House shares relative to the other publicly traded companies operating in the same business sector, suggests that the shares are currently trading at a price that is undervalued by a factor of approximately 6-times when compared to the industry average.

During the most recent ten trading days tracked for this disclosure filing (specifically, August 1 – August 14, 2015), trading volume in Company's stock was averaging approximately 912,000 shares per day, suggesting that investments in the Company's stock may not be as easily or quickly resold as some other stock offerings.

Item 4. Controls and Procedures - Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). These rules refer to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of June 30, 2015, the end of the period covered by this report, the Company carried out an evaluation under the supervision and with the participation of our Chief Executive Officer and President of the effectiveness of our disclosure controls and procedures. Our Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures continued to be effective as of June 30, 2015 .

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Item 4T. Controls and Procedures

Changes in Internal Control over Financial Reporting

As required by Rule 13a-15(d) of the Exchange Act, the Company, under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, also evaluated whether any changes occurred to the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, such control. Based on that evaluation, there has been no such change during the period covered by this report.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

As of June 30, 2015, the Company was not involved in any open or non-adjudicated litigation matters. In early May, a lawsuit was filed on behalf of Elder Properties (the landlord for the Company’s primary office / warehouse facility). A settlement was effected and announced almost immediately, and Company remitted payments in May totaling $29,350, with subsequent monthly installments on a negotiated settlement. Subsequent to the end of the reporting period, on or about August 3, 2015, to the surprise of HHSE and its counsel, the attorney for Elder Properties filed a “default judgment” against Company in this resolved matter, instead of either withdrawing the lawsuit or filing Satisfaction documentation. The attorney for HHSE responded immediately with a demand for sanctions and damages against the opposing counsel for having made a significant filing error. Ultimately, the demand for sanctions was dropped, which triggered the filing of the Satisfaction paperwork, and the matter was finally closed (August 14, 2015). Also subsequent to the close of the reporting period, on August 5, 2015, Company was served a demand for “accounting” and applicable payments by an attorney for Northbank Entertainment, producer / licensor of the DVD release “Amityville Asylum.” Company had previously provided a full and complete accounting of the sales and royalties due for this title to a totally different attorney, ostensibly also representing Northbank Entertainment, including a payment installment agreement and bank cashier’s check. The Company will respond to this lawsuit filing in a timely manner, and may seek sanctions and damages for filing a lawsuit on this previously resolved matter.

Since the end of the applicable reporting period, Company has grown concerned with the status of a services-agreement entered into in 2013 with Nanotech Entertainment for the operational (technical upload and delivery) needs for the upcoming VODWIZ digital-streaming service. HHSE is concerned that the insufficient attention and resources may have been committed to uploading new titles to VODWIZ, and is currently, actively seeking to address these concerns and to work towards establishing a mutually acceptable framework for a moving-forward relationship. HHSE acknowledges that Nanotech may also have concerns about masters and other delivery elements from HHSE and HHSE supplier studios that are participating in the VODWIZ launch. The establishment of the VODWIZ site and portal is complex, and involved literally thousands of feature films and more than a dozen suppliers, each delivering elements in a wide assortment of formats. It is not unreasonable that the task of uploading titles has proven time-consuming and, at times, problematic. It is HHSE’s intention to continue working with Nanotech, provided that an acceptable game-plan and schedule can be agreed. HHSE has been approached by other technical services providers, and anticipates that there would be no negative impact to the consumer roll-out of the VODWIZ site and portal if, for any reason, including mutual dissolution, that the services agreement with Nanotech is not continued. There are no other material disputes or lawsuits requiring Company’s response.

Item 1A. Risk Factors

Other than as set forth in this FORM 10-Q filing, there are no specific risk factors relating to the Company's securities that are not universally applicable to other equities trading on the OTC Markets.

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Key Man / Principals - The Company is reliant upon the continued employment and work performance of the two, principal managers, Eric Parkinson (CEO) and D. Frederick Shefte (President). As an accommodation to benefit the Company's cash flow, both Parkinson and Shefte have been deferring a majority of their salaries. Additionally, as has been required by many third-party program suppliers, Parkinson has often been listed as a "key man" to the rights licenses or sales venture agreements for specific acquisitions, due to his successful home video sales track record. Additionally, the engagement of Tom Sims as VP of Sales for both Hannover House, Inc. and Medallion Releasing, Inc., makes him into an important and key man employee. The cessation of employment by any of these principals could have a material and negative impact on the Company, as current cash flows would not facilitate the hiring of comparably qualified executives, and the loss of Parkinson as "key man" could result in multiple title agreement cancellations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable to Issuer.

Item 3. Defaults Upon Senior Securities

Not applicable to Issuer, although a previously active credit arrangement with TCA Global Master Fund has since been terminated by mutual consent.

Item 4. Submission of Matters to a Vote of Security Holders.

Not applicable to Issuer.

Item 5. Other Information.

None.

Item 6. Exhibits

Examples of billboards, print ads, in-theatre promotions and key media coverage for current Hannover House, Inc. theatrical releases: “THE ALGERIAN” and “BONOBOS: BACK TO THE WILD.”

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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, thereunto duly authorized.

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CERTIFICATION

I, Eric F. Parkinson certify that:

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 EXHIBITS

NEW YORK, WASHINGTON, D.C. and Other Markets

ADVERTISING & BILLBOARD EXAMPLES OF CURRENT HHSE RELEASES,

“The Algerian” and “Bonobos: Back to the Wild”

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