Hannover House Inc (HHSE)

[speckulater]

FILING: "Reserve Shares" Retirement, TCA Cash Payoff, Staff










MINUTES OF THE HHSE BOARD OF DIRECTORS MEETING OF AUG. 28, 2015

A special meeting with proper notification of the Company's Board of Directors was held at 11:00 am on Friday, August 28, 2015 at the Company's principal headquarters in Springdale, Arkansas. The following minutes cover agenda items discussed, and where noted, acted upon by the Board of Directors.

1). RETIREMENT OF “RESERVE SHARES” -
The Board moved to retire the previously authorized mechanism that empowered Standard Registrar to issue more shares “if needed” under the collateral reserve of specific convertible notes. The recent conversion of notes in early August retired the liens that would have otherwise been required to comply with Form 10 comments for adequate collateral reserves. The corporate Articles will be updated and refiled with the Wyoming Secretary of State.

2). APPROVAL OF SECURITY INTEREST FOR BANK P&A ARRANGEMENT –
The Board approved the issuance of a “U.C.C. Security Interest” and “Irrevocable Direction of Payment Assignment” instructions to theatres and purchasers for a specific title – as art of the requirements for this major (Q4) theatrical release for which the P&A financing is being arranged in concert with the production entity and a bank. Corporate counsel advises that such mechanisms may be issued for newly acquired properties on a title-specific basis, without impacting any other existing agreements.

3). USE OF CAPITAL TO RETIRE TCA BALANCE –
The Board voted to approve the allocation of the Company’s growing cash / A.R. resources to make the final, monthly installment payments to retire the TCA Global Master Fund balance. This action is being taken in response to the widespread unpopularity of “debt-conversion” issuances for this obligation and any other corporate obligations in general of the Company.

4). NEW STAFF / PERSONNEL –
The Board authorized a more substantial executive search effort to find a suitable Vice President of VODWIZ, which efforts shall include outreach to a N.W. Arkansas based Human Resources / Executive recruiting firm. The Board also authorized the hiring of the following two, new staff positions, both of which would be working out of the Springdale, AR offices and under the direct supervision of C.E.O. Eric Parkinson (as primary theatrical release executive):

a) Theatrical Booking Assistant;
b) Social Media and Internet Marketing Coordinator;

Existing staff positions include C.E.O., President, V.P. Sales, Marketing Director, Production Manager, Bookkeeper, Warehouse Manager and Office Manager. The addition of the VODWIZ V.P. and the two theatrical release team members will bring the staff total to eleven (11).

5). STAFF HEALTH INSURANCE COVERAGE –
The Board voted to explore the options regarding a Company Health Plan. No immediate action was taken on this matter.

6). FORM 8 DISCLOSURES –
The Board voted to file a Form 8 Information statement next week with the Securities And Exchange Commission / Edgar Dept., which shall contain disclosure of any significant issues required for ongoing compliance with applicable Rules.

As there were no further issues requiring action by the Board of Directors, the Meeting was adjourned at 11:45 am, Central Standard Time.

https://www.otciq.com/otciq/ajax/showFinancialReportById.pdf?id=143859





































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