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): March 15, 2021
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.
NOT APPLICABLE
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
NOT APPLICABLE
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.
NOT APPLICABLE
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). Minutes of the Board of Directors Meeting of Monday, March 15, 2021 addressing the personnel issue of the resignation of D. Frederick Shefte as President of Company.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT 1 - Minutes and Actions of Board of Directors Meeting, Held on March 15, 2021
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 15, 2021 | ||
| /s/ Eric F. Parkinson | ||
| By: | ERIC F. PARKINSON | |
| Chairman, C.E.O. & Secretary | ||
EXHIBIT INDEX
| Exhibit 1 | Description | |
| 1 | Minutes and Actions of the Board of Directors Meeting of March 15, 2021 |
Exhibit 1
Exhibit “A”
MINUTES OF THE BOARD OF DIRECTOR’S MEETING
HANNOVER HOUSE, INC. (OTC: HHSE) – Monday, March 15, 2021
A special meeting of the Board of Directors of Hannover House, Inc. was held on Monday, March 15, 2021 telephonically at 9:30-am CST. The purpose of this meeting was to address personnel issues and their impact on the Company’s current structure and filings. The following items describe the issues addressed, and where indicated, the actions taken by the Board.
1). ACCEPTANCE OF RESIGNATION OF D. FREDERICK SHEFTE – The Board reviewed a resignation letter submitted by D. Frederick Shefte, President of Hannover House. After a discussion, it was moved, seconded and approved to accept the resignation of Shefte as President effective at the close-of-business on March 15, 2021. Shefte’s participation as a member of the Board of Directors will continue for a maximum of up to thirty (30) additional days in order to enable the Company the opportunity to engage two additional directors, at least one of which would be considered an “outside” director. The challenges in obtaining Directors and Officers Liability Insurance Coverage for non-reporting companies suggested that the recruitment of additional directors be on an “interim basis” until such time that proper D&O Insurance Coverage may be obtained.
2). HIRING OF NEW PRESIDENT OF COMPANY – The Board elected to defer discussion of the proposed terms of engagement for a new President or general-purpose replacement for duties previously performed by Shefte. However, it was indicated that an interim President is expected to be announced within ten days, based on current discussions occurring with qualified candidates. Until a new President is engaged, C.E.O. Eric Parkinson will assume the duties of President on an interim basis, in addition to his existing duties as C.E.O. and Secretary.
3). PERSONNEL LOGISTICS FOR SHEFTE – It was agreed that Shefte will be allowed to remove his personal effects from the office during the week of March 15 – 19, but that otherwise, he would be asked to surrender his key and access to the principal operating office located in Fayetteville, AR.
There being no further issues addressed at this meeting, the Board adjourned at 10:06-am.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on the Minutes of the Board of Directors Meeting of Hannover House, Inc. to be signed on its behalf by the undersigned hereunto duly authorized.
| HANNOVER HOUSE, INC. | ||
| (Registrant) | ||
| Date: March 15, 2021 | ||
| /s/ Eric F. Parkinson | ||
| By: | ERIC F. PARKINSON, C.E.O. & Secy. | |