Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Hannover House, Inc.
1621 Central Avenue, Cheyenne, WY 82001 ________________________________ 818-481-5277www.HannoverHouse.comEric@HannoverHouse.com
SIC Codes: 7822 / 2731
ANNUAL REPORT
For the 12-Month Period Ending December 31, 2021
With Additional Information regarding the
Quarterly Report
For the 3-Month Period Ending: December 31, 2021
(the "Reporting Period")
As of December 31, 2021, the current reporting period, the number of shares outstanding of our Common Stock was: 936,492,996
As of September 30, 2021, the prior reporting period end date, the number of shares outstanding of our Common Stock was: 868,773,746
As of December 31, 2020, the most recent completed Fiscal Year End Date, the number of shares outstanding of our Common Stock was: 811,029,996
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes:
No:Indicate by check mark whether the company's shell status has changed since the previous reporting period:Yes:
No:Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes:
No:
1 "Change in Control" shall mean any events resulting in:
(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
1)Name of the issuer and its predecessors (if any)
The Public Company was originally incorporated in 1999 as ECKLAN CORPORTION and has endured several name changes since that date as described below. The privately held company (Truman Press, Inc., dba "Hannover House") that is now the operating entity, was incorporated in 1993 and merged into the Public Company in December, 2009.
Hannover House, Inc.
Ticker Symbol: HHSE
Hannover House, Inc. - Predecessor Entity Details
Entity NameActive FromActive Until
Ecklan Corporation | 12/30/1999 | 3/5/2001 |
Mindset Interactive, Inc. | 3/5/2001 | 8/15/2005 |
Target Development Group, Inc. | 8/15/2005 | 12/15/2009 |
Truman Press, Inc./Hannover House | 9/15/1993 | 12/15/2009 |
TDGI / Hannover House, Inc. | 12/15/2009 | CURRENT |
The Target Development Group, Inc. / Publicly-traded company was incorporated on January 29, 2009 in Wyoming; the predecessor privately-held company (Truman Press, Inc.) was originally incorporated in California on Sept. 15, 1993. Hannover House, Inc. is listed by the Wyoming Secretary of State as being an Active Corporation in Good Standing.
There have been no trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception.
The company has not implemented any stock split, stock dividend, recapitalization, merger, acquisition, spin-off or reorganization within the past 12 months or which is presently anticipated.
Although registered in Wyoming, as an accommodation and convenience for the company's CEO, the issuer's principal executive office is located at: 355 N. College Ave., Suite 4, Fayetteville, AR 72701.
The issuer's principal place of business is: 1621 Central Ave., Cheyenne, WY 82001
Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?
Yes:No:
2) Security Information
Trading symbol: | HHSE |
Exact title and class of securities outstanding: | Common Stock Shares |
CUSIP: | 410686 101 |
Par or stated value: | $.001 |
Total shares authorized: | 1,100,000,000 as of: December 31, 2021 |
Total shares outstanding: | 936,492,996 as of: December 31, 2021 |
Number of shares in the Public Float2: | 734,042,844 as of: December 31, 2021 |
Total number of shareholders of record: | 229 as of date: December 31, 2021 |
(2,296 shareholders when breaking out from brokerages) | |
Additional class of securities (if any): | |
Trading symbol: | HHSE |
Exact title and class of securities outstanding: | Series "A" Preferred Shares |
CUSIP: | 410686 101 |
Par or stated value: | $.001 |
Total shares authorized: | 10,000,000 as of date: Dec. 31, 2020 |
Total shares outstanding: | 8,000,000 as of date: December 31, 2021 |
Transfer Agent |
Name: | Standard Registrar & Transfer Co., Inc. |
Phone: | 801-571-8844 |
Email: | Amy@StandardRegistrar.com |
Address: | 440 East 400 South, Suite 200, Salt Lake City, UT 84111 |
Is the Transfer Agent registered under the Exchange Act?3 Yes:No:Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors:
3)Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
Shares Outstanding as of Second Most
Recent Fiscal Year End:
Opening Balance
Date 12-31-2019 Common: 811,529,996
Preferred: 4,000,000
Date of TransactionTransaction type (e.g. new issuance, cancellation, shares returned to treasury)Number of Shares Issued (or cancelled)
Class of Securities
Value of shares issued ($
/per share) at IssuanceWere the shares issued at a discount to market price at the time of issuance? (Yes/No)Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).
Reason for share issuance (e.g. for cash or debt conversion) -OR-Nature of Services ProvidedRestricted or Unrestricted as of this filing.
Exemption or Registration Type.
"Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
Jan. 28, 2020 | New Issuance | 3,200,000 | Common | $17,600 | YES | Greg Sevdagian | Financial Consulting and Investor Advisory Services (2018-2019) | Restricted | HHSE common stock shares are not currently registered |
Feb. 6, 2020 | New Issuance | 10,600,000 | Common | $58,300 | YES | Chee Yoke Lee | Conversion of eligible, non-affiliate aged debt | Unrestricted | HHSE common stock shares are not currently registered |
Mar. 30, 2020 | New Issuance | 6,100,000 | Common | $33,550 | YES | Chee Yoke Lee | Conversion of eligible, non-affiliate aged debt | Unrestricted | HHSE common stock shares are not currently registered |
Dec. 28, 2020 | Removal of Rule 144 Sale Restrictio n | 1,000,000 | Common | $15,900 | NO | George B. Morton, Esq. | Reissuance of prior shares paid under legal consultation. | Unrestricted | HHSE common stock shares are not currently registered |
Mar. 16, 2021 | Return of Collateral Shares to Treasury | <500,000> | Common | $6,500 | NO | Martin Langert | Return of stock certificate issued as collateral | Restricted | Shares issued as corp. loan collateral returned |
July 30, 2021 | New Issuance | 19,000,000 | Common | $416,100 | NO | Getting Grace, LLC, Daniel Roebuck Managing Partner | Settlement Agreement re: Prior Legal dispute | Restricted | HHSE common stock shares are not currently registered |
July 30, 2021 | New Issuance | 7,500,000 | Common | $164,250 | NO | Eric Parkinson (Officer) | Conversion of officer loans to restricted shares | Restricted | HHSE common stock shares are not currently registered |
July 30, 2021 | New Issuance | 3,000,000 | Common | $65,700 | NO | Sentient Asset Management Trust (Jon Cheng, Mgr) | Shares Issued per Production and MyFlix financing | Restricted | HHSE common stock shares are not currently registered |
July 30, 2021 | New Issuance | 1,500,000 | Common | $32,850 | NO | Suzanne Holmquist | Shares Issued per Production and MyFlix financing | Restricted | HHSE common stock shares are not currently registered |
July 30, 2021 | New Issuance | 1,000,000 | Common | $21,900 | NO | Christian K. Large (Board Advisory Sign-On Shares) | Shares issued for Board Advisors | Restricted | HHSE common stock shares are not currently registered |
July 30, 2021 | New Issuance | 1,000,000 | Common | $21,900 | NO | Kyle Martens (Board Advisory Sign-On Shares) | Shares issued for Board Advisors | Restricted | HHSE common stock shares are not currently registered |
July 30, 2021 | New Issuance | 1,000,000 | Common | $21,900 | NO | Steven M. Kay (Board Advisory Sign-On Shares) | Shares issued for Board Advisors | Restricted | HHSE common stock shares are not currently registered |
Aug. 27, 2021 | New Issuance | 3,343,750 | Common | $60,187 | NO | Morten Stisen | Shares Issued per Production and MyFlix financing | Restricted | HHSE common stock shares are not currently registered |
Oct. 18, 2021 | New Issuance | 9,482,758 | Common | $55,000 | NO | Nordic Food Services APSA | Restricted shares issued as collateral to Corp. Loan | Restricted | HHSE common stock shares are not currently registered |
Oct. 18, 2021 | New Issuance | 10,689,655 | Common | $62,000 | NO | Accounting for Value APS | Restricted shares issued as collateral to Corp. Loan | Restricted | HHSE common stock shares are not currently registered |
Nov. 1, 2021 | New Issuance | 9,224,137 | Common | $50,000 | NO | Accounting for Value APS | Restricted shares issued as collateral to Corp. Loan | Restricted | HHSE common stock shares are not currently registered |
Nov. 1, 2021 | New Issuance | 2,675,000 | Common | $20,000 | NO | Nordic Food Service APS | Restricted shares issued as collateral to Corp. Loan | Restricted | HHSE common stock shares are not currently registered |
Dec. 28, 2021 | New Issuance | 25,000,000 | Common | $1,650,000 | NO | Lewin Family Irrevocable Trust | Shares issued per legal settlement resolution | Restricted | HHSE common stock shares are not currently registered |
Shares Outstanding on Date of This Report: Ending Balance: Date Common: 936,492,996 Dec. 31, 2021 Preferred: 8,000,000 |
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe any issuance of promissory notes, convertible notes or convertible debentures.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements:
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Hannover House Inc. published this content on 10 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 April 2022 23:48:04 UTC.