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 and Exchange Act of
1934
Date
of Report (Date of earliest event reported): February 26,
2020
HANNOVER
HOUSE, INC.
(Exact
name of registrant as specified in its charter)
|
Wyoming |
|
000-28723 |
|
91-1906973 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
|
355
N. College Ave |
|
|
|
Fayetteville,
AR |
|
72701 |
|
(Address
of principal executive offices) |
|
(Zip
Code) |
|
818-481-5277 |
|
(Registrant’s
telephone number, including area code) |
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 (see General Instruction A.2.
below):
|
[ ] |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
As of
the date of this filing, Issuer Hannover House, Inc. (symbol OTC:
HHSE) has not yet registered its securities. The company’s stock
shares are currently being traded on the OTC Markets Pinksheets
Exchange. Issuer is in the process of completing the filing of a
Form 10 Registration imminently, after which time, the company’s
shares will become registered with the Securities and Exchange
Commission.
Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
A).
Theatrical Distribution Pact with Snowy Morning, Inc. – On
November 15, 2019, Company entered into an agreement with Snowy
Morning, Inc. regarding the licensing of the North American
distribution rights to the motion picture “WILDFIRE,” now in
production. Over the course of the next six months, Company shall
advance or cause to be paid on behalf of Snowy Morning, Inc. sums
not to exceed one-hundred-fifty-thousand dollars (USD $150,000) as
a recoupable advance against theatrical releasing revenues
otherwise due to Snowy Morning, Inc. under the distribution pact
with Company. As of the date of this filing, Company has provided
$41,641 to Snowy Morning, Inc. to assist with the ongoing
production and post production of the film “WILDFIRE.” Hannover
House, Inc. CEO Eric Parkinson has been providing services on a
non-exclusive, work-for-hire basis to Snowy Morning, Inc. regarding
Parkinson’s services in co-writing, co-producing and directing of
this feature film. Company shall not be responsible for any of the
other costs or obligations of Snowy Morning, Inc. as a result of
Company’s agreement to advance recoupable sums to Snowy Morning,
Inc. for the completion of “WILDFIRE.” Snowy Morning, Inc. shall
retain all other distribution and intellectual property rights
(including international, home video, streaming and
television), but Hannover House, Inc. shall retain a lien
against any other domestic revenues in the event that net
theatrical collections from the release of the film to theatres in
North America are not sufficient to pay to Hannover House it’s
applicable fees, plus recoupment of marketing and releasing costs,
plus recoupment of advances paid to Snowy Morning, Inc. by Hannover
House, Inc. under this agreement.
B).
Engagement of M2 Compliance for S.E.C. Reporting and Filing –
In anticipation of the Company’s filing of the Form 10 Registration
Statement (and a separate filing for an additional registration of
securities), Company has engaged M2 Compliance for the formatting,
XBRL Conversion work and direct submissions to the S.E.C. Edgar
Database. The initial term of the engagement for M2 Compliance is
one (1) year.
C).
Engagement of Interim Chief Financial Officer – Company has
entered into an agreement with CPA and financial services executive
Randall Blanton, to perform work for the Company as interim C.F.O.,
including recent and ongoing assistance with the preparation and
review of Company reports and documents for the Form 10
Registration and the required audits for the Form 10. After
Company’s registration with the S.E.C. is approved, Company intends
to purchase “Directors and Officers Liability Insurance
Coverage” for all principal managers and board members. Mr.
Blanton’s initial commitment is for the interim period of ninety
(90) days; however, Blanton has expressed his willingness to join
Hannover House, Inc. on a full-time basis at such time that the
Directors and Officers Liability Insurance Coverage is in
place.
Item
1.02 Termination of a Material Definitive Agreement.
NOT
APPLICABLE
Item
1.03 Bankruptcy or Receivership.
NOT
APPLICABLE
Item
1.04 Mine Safety – Reporting of Shutdowns and Patterns of
Violations.
NOT
APPLICABLE
Section
2 - Financial Information
Company’s
balance sheet and notes as of the 12-month period ending Dec. 31,
2019 are included in this information filing under Section 9
below.
Item
2.01 Completion of Acquisition or Disposition of
Assets.
SEE
ITEM 1.01-A above.
Item
2.02 Results of Operations and Financial Condition.
SEE
SECTION 9
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.
NOT
APPLICABLE
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 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
NOT
APPLICABLE
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
The
Company has amended its Bylaws to include a Corporate Code of
Ethics, attached hereto as Exhibit “A.”
Item
5.04 Temporary Suspension of Trading Under Registrant’s Employee
Benefit Plans.
NOT
APPLICABLE
Section
5.06 -Change in Shell Company Status.
NOT
APPLICABLE
Item
5.07 Submission of Matters to a Vote of Security
Holders.
NOT
APPLICABLE
Item
5.08 Shareholder Director Nominations
NOT
APPLICABLE
Section
6 -Asset-Backed Securities.
NOT
APPLICABLE
Item
6.01 ABS Informational and Computational Material.
NOT
APPLICABLE
Item
6.02 Change of 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
Item
6.06 Static Pool.
NOT
APPLICABLE
Section
7 - Regulation FD
NOT
APPLICABLE
Item
7.01 Regulation FD Disclosure.
NOT
APPLICABLE
Section
8 - Other Events
Item
8.01 Other Events.
Section
9 - Financial Statements and Exhibits
A).
Financial Results are listed in item 9.01 below and included in the
following pages;
B).
Company Code of Ethics addendum to Corporate Bylaws are attached as
Exhibit “A” following officer signature.
Item
9.01 Financial Statements and Exhibits.
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.
| |
HANNOVER
HOUSE, INC. |
| |
(Registrant) |
|
Date:
March 02, 2020 |
|
|
|
|
/s/
Eric F. Parkinson |
| |
By: |
ERIC
F. PARKINSON |
| |
|
Chairman,
C.E.O. & Secretary |
