BLOG: Form 10 Contents: Status & Strategy
Tuesday, March 3, 2015
Form 10 Contents - Update on Status & Strategy
Good morning HHSE Friends, Followers & Shareholders - As the Company has been in a protracted delay mode for the final posting for the Form 10 Registration, some Shareholders have posited questions and theories that are addressed hereunder.
1). Did the Company complete the revisions on the Financials (to accommodate deferred income taxes from prior periods, and to carry these through to the audited years)?
YES - The revised financials with this provision were completed and submitted to the auditors; Company is awaiting their approval / verification, and the resulting audit letter to accompany all of their previously completed work.
2). What is the TIMING of getting the Form 10 sent to the S.E.C. Edgar Dept?
MacReport Media feels that they can submit the filing within 2-hours of receipt of the audit letter.
3). What is the TIMING of the publication of the filing onto the Edgar database?
Based upon the successful "test" filing, MRM feels that the Form 10 could be published almost instantaneously onto Edgar - although it's also possible that it could take 1 - to - 2 days due to the special circumstances of the HHSE filing history.
4). "Somebody is claiming that the Company committed some sort of Rule 144 securities violation, based on a statement made in a filing made 12-years ago. What's this about?"
As HHSE predicted in prior filings, the release of the Form 10 and audits will require that the naysayers look for a new issue to attack. Preying upon the confusion surrounding complex securities laws can be fertile ground to nurture uncertainty.
The issue of whether or not one of the predecessor operations to HHSE was ever a "shell" company has been previously addressed and resolved. The Company relied upon the special expertise of a top Securities Attorney in dispelling this issue prior to the Truman Press, Inc. - Target Development Group, Inc. merger / acquisition in Dec. 2009. Since that time, two additional securities attorneys have concurred with the opinion, as did the review team at FINRA. Although the Form 10 contains significant detail of this issue, a short explanation is as follows: A filing under Mindset Interactive contains a statement that the company "has no business," which statement was clearly in error, because the company held significant assets at that time. In the following year, the Mindset assets generated substantial revenues. The existence of the assets at the time that the statement was made - and the subsequent evidentiary proof of the asset value in later reporting periods - suggests that the statement more properly meant that the company "has no revenues" at that time. The existence of the assets overrules the verbiage error of the statement. At no time, ever, did the Company or any of its predecessor operations conform to the definition standards of being a "shell" company. This was an essential issue that Truman Press, Inc. managers required prior to merging the Hannover House media operations into Target Development Group, Inc. Stock transactions that have occurred since 2010 have relied upon this analysis and opinion.
5). "Please elaborate on the published rumors that HHSE Managers are planning to buy more stock - this time off the open marketplace" -
Neither Parkinson nor Shefte have made such an announcement, nor filed any Form 4's to this subject. Buying shares now, prior to the Edgar publication of the Form 10 could appear in bad form, as if the managers purposely delayed the Form 10 in order to obtain shares at the current, artificially low pricing.
6). "What sort of IR and Promotions will support the Form 10 Publication?" -
HHSE has organized a campaign of news releases, IR outreach and media support to create broad awareness among investors and traders to the Company's improved position, registration and opportunities. Managers feel that the best time to start an awareness campaign corresponds with the Edgar publication of the Form 10 Registration.
7). "Will VODWIZ go 'live' at this Saturday's Shareholder's Meeting?" -
It was a good suggestion, but the Shareholder's Meeting in Arkansas - with no national media coverage - is not the ideal forum to maximize consumer visibility. We are working on a press and media event - likely from New York City in late April - in which the consumer access to the expanded VODWIZ titles will be ceremoniously switched on "live." The VODWIZ launch may be coordinated to occur during the same week with the planned (April 23) theatrical premiere of "Bonobos: Back to the Wild" at the Lincoln Center in NYC. The breadth of national media based out of New York City - and the value of the millions of "free" consumer impressions resulting from a successful media event - suggests that the launch of VODWIZ should not occur quietly, during a private event in Arkansas.
****************
MORE QUESTIONS?! Okay, let's do it!
. "Why have the HHSE filings onto Edgar been sporadic? There are no annual reports (10Ks) only Form 8's and 10Qs."
The S.E.C. restored filing access to HHSE over a year ago to enable the Company to begin making voluntary filings. Accordingly, 10Q's and Form 8 Information Statements have been released in order to improve transparency and disclosure. However, the Company's attempts to file year-end reports (10Ks) through MacReport Media was rejected and not published onto Edgar, with the explanation received back suggesting that the absence of audits to the 10K and the absence of a registration filing for the Company were factors in making this decision. As for XBRL formatting, HHSE has been told directly by S.E.C. representatives that XBRL formatting is required for all registered companies, but not for voluntary filings made in the interest of disclosure. We do not know if this instruction, or any other instructions received by the S.E.C. General Counsel or Edgar Dept. help team are inconsistent with published guidelines; HHSE has elected to follow the instructions received directly. Accordingly, all HHSE filings following the approved registration will be XBRL formatted; and it is believed that all periodic and annual filings will thereafter be accepted for Edgar publication.
9). "Please provide a detailed report on the upcoming Productions and Theatrical titles that are expected to elevate the stature and profile of HHSE"
Although a significant amount of information has been prepared for release at the Shareholder's meeting, some details of some of these projects require third-party and financier approvals. However, there's still a tremendous amount of new information to be presented. Any "new" information released at the Shareholder's meeting on productions, theatrical - OR ANY OTHER SUBJECT - will be posted to this blog prior to market open on Monday.
http://hannoverhousemovies.blogspot.com/2015/...tatus.html
HHSE
Tuesday, March 3, 2015
Form 10 Contents - Update on Status & Strategy
Good morning HHSE Friends, Followers & Shareholders - As the Company has been in a protracted delay mode for the final posting for the Form 10 Registration, some Shareholders have posited questions and theories that are addressed hereunder.
1). Did the Company complete the revisions on the Financials (to accommodate deferred income taxes from prior periods, and to carry these through to the audited years)?
YES - The revised financials with this provision were completed and submitted to the auditors; Company is awaiting their approval / verification, and the resulting audit letter to accompany all of their previously completed work.
2). What is the TIMING of getting the Form 10 sent to the S.E.C. Edgar Dept?
MacReport Media feels that they can submit the filing within 2-hours of receipt of the audit letter.
3). What is the TIMING of the publication of the filing onto the Edgar database?
Based upon the successful "test" filing, MRM feels that the Form 10 could be published almost instantaneously onto Edgar - although it's also possible that it could take 1 - to - 2 days due to the special circumstances of the HHSE filing history.
4). "Somebody is claiming that the Company committed some sort of Rule 144 securities violation, based on a statement made in a filing made 12-years ago. What's this about?"
As HHSE predicted in prior filings, the release of the Form 10 and audits will require that the naysayers look for a new issue to attack. Preying upon the confusion surrounding complex securities laws can be fertile ground to nurture uncertainty.
The issue of whether or not one of the predecessor operations to HHSE was ever a "shell" company has been previously addressed and resolved. The Company relied upon the special expertise of a top Securities Attorney in dispelling this issue prior to the Truman Press, Inc. - Target Development Group, Inc. merger / acquisition in Dec. 2009. Since that time, two additional securities attorneys have concurred with the opinion, as did the review team at FINRA. Although the Form 10 contains significant detail of this issue, a short explanation is as follows: A filing under Mindset Interactive contains a statement that the company "has no business," which statement was clearly in error, because the company held significant assets at that time. In the following year, the Mindset assets generated substantial revenues. The existence of the assets at the time that the statement was made - and the subsequent evidentiary proof of the asset value in later reporting periods - suggests that the statement more properly meant that the company "has no revenues" at that time. The existence of the assets overrules the verbiage error of the statement. At no time, ever, did the Company or any of its predecessor operations conform to the definition standards of being a "shell" company. This was an essential issue that Truman Press, Inc. managers required prior to merging the Hannover House media operations into Target Development Group, Inc. Stock transactions that have occurred since 2010 have relied upon this analysis and opinion.
5). "Please elaborate on the published rumors that HHSE Managers are planning to buy more stock - this time off the open marketplace" -
Neither Parkinson nor Shefte have made such an announcement, nor filed any Form 4's to this subject. Buying shares now, prior to the Edgar publication of the Form 10 could appear in bad form, as if the managers purposely delayed the Form 10 in order to obtain shares at the current, artificially low pricing.
6). "What sort of IR and Promotions will support the Form 10 Publication?" -
HHSE has organized a campaign of news releases, IR outreach and media support to create broad awareness among investors and traders to the Company's improved position, registration and opportunities. Managers feel that the best time to start an awareness campaign corresponds with the Edgar publication of the Form 10 Registration.
7). "Will VODWIZ go 'live' at this Saturday's Shareholder's Meeting?" -
It was a good suggestion, but the Shareholder's Meeting in Arkansas - with no national media coverage - is not the ideal forum to maximize consumer visibility. We are working on a press and media event - likely from New York City in late April - in which the consumer access to the expanded VODWIZ titles will be ceremoniously switched on "live." The VODWIZ launch may be coordinated to occur during the same week with the planned (April 23) theatrical premiere of "Bonobos: Back to the Wild" at the Lincoln Center in NYC. The breadth of national media based out of New York City - and the value of the millions of "free" consumer impressions resulting from a successful media event - suggests that the launch of VODWIZ should not occur quietly, during a private event in Arkansas.
****************
MORE QUESTIONS?! Okay, let's do it!
. "Why have the HHSE filings onto Edgar been sporadic? There are no annual reports (10Ks) only Form 8's and 10Qs." The S.E.C. restored filing access to HHSE over a year ago to enable the Company to begin making voluntary filings. Accordingly, 10Q's and Form 8 Information Statements have been released in order to improve transparency and disclosure. However, the Company's attempts to file year-end reports (10Ks) through MacReport Media was rejected and not published onto Edgar, with the explanation received back suggesting that the absence of audits to the 10K and the absence of a registration filing for the Company were factors in making this decision. As for XBRL formatting, HHSE has been told directly by S.E.C. representatives that XBRL formatting is required for all registered companies, but not for voluntary filings made in the interest of disclosure. We do not know if this instruction, or any other instructions received by the S.E.C. General Counsel or Edgar Dept. help team are inconsistent with published guidelines; HHSE has elected to follow the instructions received directly. Accordingly, all HHSE filings following the approved registration will be XBRL formatted; and it is believed that all periodic and annual filings will thereafter be accepted for Edgar publication.
9). "Please provide a detailed report on the upcoming Productions and Theatrical titles that are expected to elevate the stature and profile of HHSE"
Although a significant amount of information has been prepared for release at the Shareholder's meeting, some details of some of these projects require third-party and financier approvals. However, there's still a tremendous amount of new information to be presented. Any "new" information released at the Shareholder's meeting on productions, theatrical - OR ANY OTHER SUBJECT - will be posted to this blog prior to market open on Monday.
http://hannoverhousemovies.blogspot.com/2015/...tatus.html
HHSE
