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): December 5, 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.
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 Dec. 3, 2020, dealing with discussions and actions regarding the Board’s approval of offices and staff in New York and Los Angeles for MYFLIX, as well as approval of other, key employees for the MyFlix streaming venture.
Item 9.01 Financial Statements and Exhibits.
EXHIBIT 1 includes a proforma budget of monthly costs for the MyFlix Streaming Venture.
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: December 7, 2020 | ||
| /s/ Eric F. Parkinson | ||
| By: | ERIC F. PARKINSON | |
| Chairman, C.E.O. & Secretary | ||
EXHIBIT INDEX
| Exhibit 1 | Description | |
| 1 | Minutes of the Board of Directors Meeting of Dec. 3, 2020 |
Exhibit “1”
MINUTES OF THE BOARD OF DIRECTOR’S MEETING
HANNOVER HOUSE, INC. (OTC: HHSE) – Thursday, Dec. 3, 2020
A special meeting of the Board of Directors of Hannover House, Inc. was held on Thursday, December 3, 2020 telephonically at 9:30-am CST. The purpose of this meeting was to address certain issues and disclosures concerning the company’s plan to open satellite offices in New York City and Los Angeles for the MyFlix venture – as well as the engagement of required support staff for those locations and the home office location in Arkansas. The following items describe the issues addressed, and where indicated, the actions taken by the Board.
1). MYFLIX MONTHLY GENERAL & ADMINISTRATIVE BUDGET – The Board of Directors reviewed a plan presented by Eric Parkinson for the general monthly operations of MyFlix (commencing immediately), including the plan to open satellite locations in New York City and Los Angeles to act as additional points of operation for the acquisition of new programming and the communications and outreach with program suppliers and studios. As a point of reference, office bids were reviewed from both New York City and Los Angeles, with the best value locations determined to be at 530 Seventh Ave. (New York City) and 2029 Century Park East (Los Angeles). The staffing requirements for New York and Los Angeles shall initially be limited to one (1) acquisition executive for each satellite location until such time that additional needs may be analyzed and justified based on performance results. With respect to the corporate operations in Arkansas, the Board approved the hiring of a divisional President/GM as well as a Controller, Accounting Assistant, Data Management Director, Marketing & PR Director and a general office support team member.
All staff members and executives shall be granted a $200 per month allowance to be applied against their personal health care costs (for which they are each responsible to obtain); all executives shall have the monthly costs for their cell phones covered by the Company. A general allowance of $1,500 per month is budgeted for Executive Travel (but not intended to cover film festival specific travel and attendance costs, which will be separately budgeted). A monthly allocation of $10,000 is intended for general corporate branding and advertising, which is also separate from the amounts anticipated to be reinvested for subscriber recruitment and retainment.
The overall monthly operating budget as detailed below comes to approx. $85,000, which falls between the company’s previously disclosed “low-end” and “forecasted” ranges for monthly operations.
Expenses for December are expected to be paid from existing funding sources and resources for the Company, whereas expenses for January and through 2021 are expected be funded from net revenues resulting from the Company’s S1 Registration offering.
There being no further issues addressed at this meeting, the Board adjourned at 10:10-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: December 3, 2020 | ||
| /s/ Eric F. Parkinson | ||
| By: | ERIC F. PARKINSON | |
| Chairman, C.E.O. & Secretary | ||
MyFlix General & Administrative Costs
Pro-Forma Monthly Projections and Allowances
| Monthly | Employer | Health Care | Item | ||||||||||||||||||
| Item | Category | Description | Gross | Tax Share | Allowance | Subtotal | |||||||||||||||
| 1 | Executive | Chief Executive Officer | $ | 5,000.00 | $ | 825.00 | $ | 200.00 | $ | 6,025.00 | |||||||||||
| 2 | Executive | Chief Operating Officer | $ | 5,000.00 | $ | 825.00 | $ | 200.00 | $ | 6,025.00 | |||||||||||
| 3 | Executive | President & General Manager | $ | 10,000.00 | $ | 1,650.00 | $ | 200.00 | $ | 11,850.00 | |||||||||||
| 4 | Executive | V.P. Acquisitions - New York | $ | 6,500.00 | $ | 1,072.50 | $ | 200.00 | $ | 7,772.50 | |||||||||||
| 5 | Executive | V.P. Acquisitions - Los Angeles | $ | 6,500.00 | $ | 1,072.50 | $ | 200.00 | $ | 7,772.50 | |||||||||||
| 6 | Executive | Controller / C.P.A. | $ | 5,000.00 | $ | 825.00 | $ | 200.00 | $ | 6,025.00 | |||||||||||
| 7 | Support | General Office / Reception | $ | 3,000.00 | $ | 495.00 | $ | 200.00 | $ | 3,695.00 | |||||||||||
| 8 | Support | Data Management Director | $ | 3,000.00 | $ | 495.00 | $ | 200.00 | $ | 3,695.00 | |||||||||||
| 9 | Support | Marketing & P.R. Support Mgr. | $ | 4,000.00 | $ | 660.00 | $ | 200.00 | $ | 4,860.00 | |||||||||||
| 10 | Support | Accounting Support | $ | 3,500.00 | $ | 577.50 | $ | 200.00 | $ | 4,277.50 | |||||||||||
| $ | 61,997.50 | ||||||||||||||||||||
| 11 | G&A | Arkansas Office Rent | $ | 2,050.00 | $ | 2,050.00 | |||||||||||||||
| 12 | G&A | New York Office Rent | $ | 2,800.00 | Incl. Parking | $ | 2,800.00 | ||||||||||||||
| 13 | G&A | Los Angeles Office Rent | $ | 2,200.00 | Incl. Parking | $ | 2,200.00 | ||||||||||||||
| 14 | G&A | Allow for Telephones ARK | $ | 600.00 | $ | 600.00 | |||||||||||||||
| 15 | G&A | Allow for Phones & Internet NY | $ | 300.00 | $ | 300.00 | |||||||||||||||
| 16 | G&A | Allow for Phones & Internet LA | $ | 300.00 | $ | 300.00 | |||||||||||||||
| 17 | G&A | Allow for Exec. Cell Phones | $ | 650.00 | $ | 650.00 | |||||||||||||||
| 18 | G&A | Utilities (Arkansas) | $ | 300.00 | $ | 300.00 | |||||||||||||||
| 19 | G&A | Storage (Arkansas) | $ | 200.00 | $ | 200.00 | |||||||||||||||
| 20 | G&A | Office Equipment & Supplies | $ | 300.00 | $ | 300.00 | |||||||||||||||
| 21 | G&A | Business Licenses & Fees allow | $ | 150.00 | $ | 150.00 | |||||||||||||||
| 22 | G&A | Executive Travel Allowance | $ | 1,500.00 | $ | 1,500.00 | |||||||||||||||
| 23 | Mkt / Ads | General Corporate Branding Ads | $ | 10,000.00 | $ | 10,000.00 | |||||||||||||||
| 24 | G&A | Outside Legal & Accounting | $ | 1,500.00 | $ | 1,500.00 | |||||||||||||||
| $ | 22,850.00 | ||||||||||||||||||||
| TOTAL FIXED MONTHLY OPERATING BUDGET: | $ | 84,847.50 | |||||||||||||||||||
| (Excludes 3rd Party Data Management & Reporting Costs) | |||||||||||||||||||||
Hannover House, Inc. and its Board of Directors makes no representation, warranty or guarantee that the sales revenues or net income forecasts predicted under this model will be realized; these charts are provided as a management tool for the determination of proposed “per-transaction” and “monthly subscription” fees, as well as to determine a reasonable amount for the Company to anticipate being needed in the reinvestment of marketing funds for maintenance and building of subscribers.