BLOG: Clarified UPDATE(S) -MERGER/Audit/VODwiz/Rel
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Posted On: 09/10/2017 5:26:30 PM
BLOG: Clarified UPDATE(S) -MERGER/Audit/VODwiz/Releases/Resolutions/Hirings/Partnerships
"Lots of shareholder emails asking the same question - for greater clarity on the various options available as NEXT STEPS.... so we updated the blog this morning... all is in motion, there is not a losing option for HHSE shareholders."
Eric Parkinson,
Cell 818-481-5277
Hannover House & Affiliated Studios
300 N. College Ave., Suite 311
Fayetteville, AR 72703 / Tel 479-521-5774
Saturday, September 9, 2017
HHSE Update - as of Sept. 9, 2017
Greetings HHSE Friends & Followers - as promised, here is a brief update of key issues.
1). CRIMSON FOREST -
The principal updates for the corporate merger with Crimson Forest all relate to Audit issues (see below). As previously disclosed in this blog, the ongoing review of Crimson activities indicates that the merger valuations will need to be significantly modified in favor of Hannover House shareholders. Regardless of the valuation levels that can be independently substantiated, the stock-swap portion of the merger cannot occur until Crimson is restored to fully reporting status - as this is a requirement for our planned immediate re-branding (plus, why would HHSE shareholders want CRIM shares - even if only briefly - while Crimson has a STOP sign on their OTC markets page?).
2). AUDIT ACTIVITIES UPDATES -
New auditors were engaged to handle the Crimson Audits, as are required in order to restore CRIM to fully reporting / current status (which current status triggers the stock-for-stock swap, as well as the immediate re-branding of the newly merged pubcos). The new auditing firm is much larger than the auditors that handled previous Crimson reporting requirements... and the new firm has compliance standards that have been more challenging than the existing back-up from Crimson records of previous years. To address these requirements, two steps have been implemented, including:
a). Input of all transaction data into an exportable QB format by an outside accounting firm; and,
b). Forensic accounting for back-up of transactions previously expensed or capitalized by Crimson, which need independent review by the new auditors, despite representations of review from the previous auditing firm for Crimson.
HHSE board members (Parkinson, Shefte and Sims), met last week to discuss time lines and options regarding the merger with Crimson Forest, and the problems that have been encountered relating to obtaining suitable back-up for prior Crimson Forest activities. In respect of the many other deals and activities in motion for the company, the board has determined that Sept. 30 shall be the latest, reasonable date to allow Crimson Forest to comply with the required documentation for the auditors.
HHSE accounting and audit materials are fully current and properly formatted to enable the HHSE side of the merger to easily and quickly become fully reporting - which may be a reasonable option should Crimson Forest continue to delay in its willingness or ability to provide appropriate and required compliance documentation.
****************
UPDATE -
As a further clarification to the above two items concerning Crimson Forest, shareholders have asked for the corporate options for a road-map to achieve fully reporting status, regardless of merger status. Per discussions with HHSE's advisors, as well as the corporate counsel for Crimson Forest, the following options seem to be governing the steps that will occur if Crimson is unable to fully comply with document requirements by Sept. 30.
1). First Option - Crimson provides required back-up in a timely manner, the auditors complete ongoing report, all "current" Crimson docs are then filed and the merger swap is completed, as per the March agreement (with the valuation adjustments since then).
2). Second Option - Crimson is unable to provide appropriate back-ups for the auditors, so HHSE files the Form 10 (and two-years of audits, which are already formatted for submission), and HHSE becomes the "fully reporting" entity for which the stock-swap can occur with Crimson (again, under valuation adjustments).
3). Third Option - Crimson is unable to provide appropriate back-ups for the auditors, but desires to keep working with HHSE for production, distribution and finance matters (but not as a singular, merged company), so the HHSE would proceed (on its own) to become fully reporting for the benefit of HHSE Shareholders and stock liquidity.
4). Fourth Option - Crimson is unable to provide appropriate back-ups for the auditors, and the two companies seek an orderly dissolution of the merger process, without specific ongoing corporate activities specified. Under this scenario, HHSE would proceed (on its own) to become fully reporting for the benefit of HHSE Shareholders and stock liquidity.
We have enjoyed our working relationship with Crimson Forest this past year, and we believe that all parties are working to achieve a positive resolution to our shared, corporate goals. One way (or another), we are graduating off the Pink Sheets as a trading equity, and feel that this corporate maturation will deliver great value to our Shareholders.
***************
3). VODWIZ -
As of 7:00-pm CST (Saturday, Sept. 9), we have not received word back for the release of new partnership news relating to VODWIZ program suppliers... we expected this by today, but will honor the studio's schedule and approval process.
4). NEW RELEASES -
Here's a quick summary of some of the previously unannounced (or delayed) titles that will be driving the majority of revenues for HHSE-Medallion over the next six months:
a). " BLOODFEAST " - finally received a "R" rating from the MPAA after three rounds of edits. Accordingly, the title is now eligible for release to the major theatre circuits as well as for Walmart, Redbox and Target home video placement later. New release plans are in motion.
b). " DAISY WINTERS " - formal release announcement on Monday.. this is a big one for HHSE / Medallion. The film tells a powerful and poignant story of love, death and the ironies of life, and features an impressive cast including IWAN RHEON ("Game of Thrones" and "Marvel's Inhumans"
, BROOKE SHIELDS ("Suddenly Susan", CARRIE PRESTON ("True Blood" and a mesmerizing, star-making performance in the title character role by 12-year-old STERLING JERINS ("World War Z", "Conjuring 1 & 2". Film opens OCT 6 - and will have the largest consumer support campaign in HHSE's history. Watch for more details next week. National Media Day Sept. 26 (NYC), Red-Carpet Premiere Oct. 5 (NYC).
c). " BATTLECREEK " - On the heels of the mega-hit "IT" now setting box office records in theatres, HHSE / Medallion is pleased to announce the Nov. 3 theatrical release of "Battlecreek" from director ALISON EASTWOOD - and starring BILL SKARSGARD ("IT", DELROY LINDO ("Gone in 60-Seconds", PAULA MALCOLMSON ("Hunger Games" and CLAIRE VAN DER BOOM ("Hawaii Five-0". Early enthusiasm from theatres and home video retailers is already quite significant for this title. National Media Day Oct. 24 (LA), Red-Carpet Premiere Nov. 2 (LA).
d). " DEATH HOUSE " - Imagine a movie with nearly ALL of the biggest horror film stars from the 1980's and 1990's - all together on Halloween night, in one location, for one incredibly funny and outrageous horror film? That's DEATH HOUSE, and producer RICK FINKELSTEIN ("Bill & Ted's Bogus Journey" thinks that this new film from director B. HARRISON SMITH ("Camp Dread" will be a huge, sleeper hit release. Coming to theatres on Jan. 26, 2018.
5). ADDITIONAL VICTORIES / RESOLUTIONS -
A separate and detailed blog about recent settlements (or victories) in prior legal matters impacting HHSE / Medallion has been prepared. However, under advice from counsel, and in order to respect the release of information from the courts or the confidentiality of terms, this portion of the blog update is not ready for release as of today, Sat., Sept. 9.
6). NEW HHSE STAFF HIRES -
We are pleased to announce the return of Desiree Garnier as our Director of Marketing. Desiree worked with Hannover House / Medallion throughout 2015 and through July of 2016 when she joined the start-up team at Rock Hill Studios (the Fayetteville, AR based motion picture production studio owned by Blake and Kerri Elder). After a year at Rock Hill - during which time Desiree supervised the construction of the largest sound stage in the State of Arkansas, as well as the production of the horror film, "Door in the Woods" - she has returned to HHSE to help with our impressive slate of theatrical features for the fall and winter seasons.
7). NEW DISTRIBUTION PARTNERSHIPS -
HHSE / Medallion have entered into a distribution agreement with Random Media (the indie studio headed by former Paramount President Eric Doctorow and indie-film producer Tom Skouras). Random will be handling a significant portion of the upcoming release slate for Video-On-Demand placements and Television licensing. Additionally, Random was the catalyst for an exciting new distribution pact with Sony Pictures Home Entertainment, details of which will be announced separately, but which will involve selected titles. HHSE / Medallion will continue to maintain and service the existing distribution relationships with Cinedigm, Vision, All-Channel Films, Entertainment Studios and other key distribution partners.
"Lots of shareholder emails asking the same question - for greater clarity on the various options available as NEXT STEPS.... so we updated the blog this morning... all is in motion, there is not a losing option for HHSE shareholders."
Eric Parkinson,
Cell 818-481-5277
Hannover House & Affiliated Studios
300 N. College Ave., Suite 311
Fayetteville, AR 72703 / Tel 479-521-5774
Saturday, September 9, 2017
HHSE Update - as of Sept. 9, 2017
Greetings HHSE Friends & Followers - as promised, here is a brief update of key issues.
1). CRIMSON FOREST -
The principal updates for the corporate merger with Crimson Forest all relate to Audit issues (see below). As previously disclosed in this blog, the ongoing review of Crimson activities indicates that the merger valuations will need to be significantly modified in favor of Hannover House shareholders. Regardless of the valuation levels that can be independently substantiated, the stock-swap portion of the merger cannot occur until Crimson is restored to fully reporting status - as this is a requirement for our planned immediate re-branding (plus, why would HHSE shareholders want CRIM shares - even if only briefly - while Crimson has a STOP sign on their OTC markets page?).
2). AUDIT ACTIVITIES UPDATES -
New auditors were engaged to handle the Crimson Audits, as are required in order to restore CRIM to fully reporting / current status (which current status triggers the stock-for-stock swap, as well as the immediate re-branding of the newly merged pubcos). The new auditing firm is much larger than the auditors that handled previous Crimson reporting requirements... and the new firm has compliance standards that have been more challenging than the existing back-up from Crimson records of previous years. To address these requirements, two steps have been implemented, including:
a). Input of all transaction data into an exportable QB format by an outside accounting firm; and,
b). Forensic accounting for back-up of transactions previously expensed or capitalized by Crimson, which need independent review by the new auditors, despite representations of review from the previous auditing firm for Crimson.
HHSE board members (Parkinson, Shefte and Sims), met last week to discuss time lines and options regarding the merger with Crimson Forest, and the problems that have been encountered relating to obtaining suitable back-up for prior Crimson Forest activities. In respect of the many other deals and activities in motion for the company, the board has determined that Sept. 30 shall be the latest, reasonable date to allow Crimson Forest to comply with the required documentation for the auditors.
HHSE accounting and audit materials are fully current and properly formatted to enable the HHSE side of the merger to easily and quickly become fully reporting - which may be a reasonable option should Crimson Forest continue to delay in its willingness or ability to provide appropriate and required compliance documentation.
****************
UPDATE -
As a further clarification to the above two items concerning Crimson Forest, shareholders have asked for the corporate options for a road-map to achieve fully reporting status, regardless of merger status. Per discussions with HHSE's advisors, as well as the corporate counsel for Crimson Forest, the following options seem to be governing the steps that will occur if Crimson is unable to fully comply with document requirements by Sept. 30.
1). First Option - Crimson provides required back-up in a timely manner, the auditors complete ongoing report, all "current" Crimson docs are then filed and the merger swap is completed, as per the March agreement (with the valuation adjustments since then).
2). Second Option - Crimson is unable to provide appropriate back-ups for the auditors, so HHSE files the Form 10 (and two-years of audits, which are already formatted for submission), and HHSE becomes the "fully reporting" entity for which the stock-swap can occur with Crimson (again, under valuation adjustments).
3). Third Option - Crimson is unable to provide appropriate back-ups for the auditors, but desires to keep working with HHSE for production, distribution and finance matters (but not as a singular, merged company), so the HHSE would proceed (on its own) to become fully reporting for the benefit of HHSE Shareholders and stock liquidity.
4). Fourth Option - Crimson is unable to provide appropriate back-ups for the auditors, and the two companies seek an orderly dissolution of the merger process, without specific ongoing corporate activities specified. Under this scenario, HHSE would proceed (on its own) to become fully reporting for the benefit of HHSE Shareholders and stock liquidity.
We have enjoyed our working relationship with Crimson Forest this past year, and we believe that all parties are working to achieve a positive resolution to our shared, corporate goals. One way (or another), we are graduating off the Pink Sheets as a trading equity, and feel that this corporate maturation will deliver great value to our Shareholders.
***************
3). VODWIZ -
As of 7:00-pm CST (Saturday, Sept. 9), we have not received word back for the release of new partnership news relating to VODWIZ program suppliers... we expected this by today, but will honor the studio's schedule and approval process.
4). NEW RELEASES -
Here's a quick summary of some of the previously unannounced (or delayed) titles that will be driving the majority of revenues for HHSE-Medallion over the next six months:
a). " BLOODFEAST " - finally received a "R" rating from the MPAA after three rounds of edits. Accordingly, the title is now eligible for release to the major theatre circuits as well as for Walmart, Redbox and Target home video placement later. New release plans are in motion.
b). " DAISY WINTERS " - formal release announcement on Monday.. this is a big one for HHSE / Medallion. The film tells a powerful and poignant story of love, death and the ironies of life, and features an impressive cast including IWAN RHEON ("Game of Thrones" and "Marvel's Inhumans"
, BROOKE SHIELDS ("Suddenly Susan", CARRIE PRESTON ("True Blood" and a mesmerizing, star-making performance in the title character role by 12-year-old STERLING JERINS ("World War Z", "Conjuring 1 & 2". Film opens OCT 6 - and will have the largest consumer support campaign in HHSE's history. Watch for more details next week. National Media Day Sept. 26 (NYC), Red-Carpet Premiere Oct. 5 (NYC). c). " BATTLECREEK " - On the heels of the mega-hit "IT" now setting box office records in theatres, HHSE / Medallion is pleased to announce the Nov. 3 theatrical release of "Battlecreek" from director ALISON EASTWOOD - and starring BILL SKARSGARD ("IT"
, DELROY LINDO ("Gone in 60-Seconds", PAULA MALCOLMSON ("Hunger Games" and CLAIRE VAN DER BOOM ("Hawaii Five-0". Early enthusiasm from theatres and home video retailers is already quite significant for this title. National Media Day Oct. 24 (LA), Red-Carpet Premiere Nov. 2 (LA). d). " DEATH HOUSE " - Imagine a movie with nearly ALL of the biggest horror film stars from the 1980's and 1990's - all together on Halloween night, in one location, for one incredibly funny and outrageous horror film? That's DEATH HOUSE, and producer RICK FINKELSTEIN ("Bill & Ted's Bogus Journey"
thinks that this new film from director B. HARRISON SMITH ("Camp Dread" will be a huge, sleeper hit release. Coming to theatres on Jan. 26, 2018. 5). ADDITIONAL VICTORIES / RESOLUTIONS -
A separate and detailed blog about recent settlements (or victories) in prior legal matters impacting HHSE / Medallion has been prepared. However, under advice from counsel, and in order to respect the release of information from the courts or the confidentiality of terms, this portion of the blog update is not ready for release as of today, Sat., Sept. 9.
6). NEW HHSE STAFF HIRES -
We are pleased to announce the return of Desiree Garnier as our Director of Marketing. Desiree worked with Hannover House / Medallion throughout 2015 and through July of 2016 when she joined the start-up team at Rock Hill Studios (the Fayetteville, AR based motion picture production studio owned by Blake and Kerri Elder). After a year at Rock Hill - during which time Desiree supervised the construction of the largest sound stage in the State of Arkansas, as well as the production of the horror film, "Door in the Woods" - she has returned to HHSE to help with our impressive slate of theatrical features for the fall and winter seasons.
7). NEW DISTRIBUTION PARTNERSHIPS -
HHSE / Medallion have entered into a distribution agreement with Random Media (the indie studio headed by former Paramount President Eric Doctorow and indie-film producer Tom Skouras). Random will be handling a significant portion of the upcoming release slate for Video-On-Demand placements and Television licensing. Additionally, Random was the catalyst for an exciting new distribution pact with Sony Pictures Home Entertainment, details of which will be announced separately, but which will involve selected titles. HHSE / Medallion will continue to maintain and service the existing distribution relationships with Cinedigm, Vision, All-Channel Films, Entertainment Studios and other key distribution partners.
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