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Nice buy, I never got anymore.
I thought the quarter and year were good, market doesn't agree ?
snakes and lattes
Harleyman - exas has one very successful product out right now "Cologuard"
home colon cancer screener. My wife just used it a few months ago, much
easier than the colonoscopy and cheaper.
Harleyman - good to see your still around. Do you have any thoughts on EXAS.
I'm still sitting on tons of HHSE - hope this is their year.
NEW BLOG is out
Might get a Blog update today or tomorrow
There are more thoughts and developments to share... watch this blog over the holidays, and watch for news releases occuring between Christmas and New Years, as well as during the first week of January. Happy Holidays / Merry Christmas / Happy New Year and Best Wishes to all our HHSE shareholders!
Look at Earl's impressive resume
http://www.imdb.com/name/nm5855581/
Daisy Winters success blog is out
Yeah she died and as expected I was the only one at the 7:30 showing.
the movie has commercial value, TV, VOD, Netflix but not theaters. Its a
Hallmark type film without the Hallmark. 5 theaters in LA and 5 in NYC
should have been the release strategy IMO.
stockhunter - I'm heading out right now to the regal 20 Richmond Ohio.
I bet I watch the movie alone. Its the only showing in Ohio and in a dying
mall. Macy's closed, JCPenny closed Sears Closed. I'll let you know...
5 showings tomorrow Regal 9 Santa-cruz. Not hard to find
https://www.regmovies.com/theaters/regal-santa-cruz-9/C00932559660
Are you sure about that
DAISY WINTERS THEATRE LISTINGS
Regal Long Beach Stadium 26 & IMAX
267501 Carson Blvd.
Long Beach, CA 90808
(844) 462-7342 ext 148
BUY TICKETS
Regal Edwards Irvine Spectrum 21 IMAX & RPX
21500 Spectrum Center Dr.
Irvine CA 92618
(844) 462-7342 ext 140
BUY TICKETS
Regal Edwards Aliso Viejo 20 & IMAX
2026701 Aliso Creek Road
Aliso Viejo CA 92656
(844) 462-7342 ext 116
BUY TICKETS
Regal Foothill Towne Center
2226602 Towne Centre Dr.
Foothill Ranch CA 92610
(844) 462-7342
BUY TICKETS
Harkins Moreno Valley 16
22350 Town Circle
Moreno Valley, CA 92553
(951) 653-6161
BUY TICKETS
Harkins Mountain Grove 16
27481 San Bernardino Avenue
Redlands, CA 92374
(909) 793-7993
BUY TICKETS
Harkins Cerritos 16
600 Los Cerritos Center
Cerritos, CA 90703
(562) 865-4140
BUY TICKETS
Regal Hacienda Crossings Stadium 20 IMAX/RPX
245000 Dublin Blvd.
Dublin CA 94568
(844) 462-7342 ext 130
BUY TICKETS
UA Laguna Village 12
128755 Center Parkway
Sacramento CA 95823
(844) 462-7342
BUY TICKETS
Regal Natomas Marketplace Stadium 16 & RPX
163561 Truxel Road
Sacramento CA 95834
(844) 462-7342 ext 159
BUY TICKETS
Regal Horton Plaza 8
8475 Horton Plaza
San Diego CA 92101
(844) 462-7342 ext 519
BUY TICKETS
Regal Edwards Mira Mesa Stadium 18 IMAX & RPX
1810733 Westview Pkwy
San Diego CA 92126
(844) 462-7342 ext 160
BUY TICKETS
Harkins Southlake 14
1450 Plaza Place
Southlake, TX 76092
(817) 310-0345
BUY TICKETS
Harkins Arizona Mills
5000 Arizona Mills Circle
Tempe, AZ 85282
(480) 820-0387
BUY TICKETS
Harkins North Valley 16
3420 East Bell Road
Phoenix, AZ 85032
(602) 482-4083
BUY TICKETS
Harkins Superstition Springs 25
6950 East Superstition Springs Blvd
Mesa, AZ 85209
(480) 641-4603
BUY TICKETS
Harkins Tucson Spectrum 18
5455 S. Calle Santa Cruz
Tucson, AZ 85706
520-889-5588
BUY TICKETS
Harkins Northfield 18
8300 E. Northfield Blvd.
Denver, CO 80238
(720) 374-3118
BUY TICKETS
Malco Stage Cinema
7930 Stage Road
Bartlett TN 38133
901-377-3108
BUY TICKETS
Harkins Bricktown 16
150 East Reno Ave.
Oklahoma City, OK 73104
(405) 231-4747
BUY TICKETS
Malco Desoto Cinema Grill
7130 Malco Blvd.
Southhaven MS 38671
662-349-6601
BUY TICKETS
Regal Savannah Cinemas 10
1132-34 Shawnee Street
Savannah, GA
(844) 462-7342 ext 228
BUY TICKETS
Malco Oxford Commons
206 Commonwealth Blvd.
Oxford, MS 38655
662-638-0365
BUY TICKETS
Malco Pinnacle Mall
2100 Bellview Road
Rogers AR 72758
479-936-8494
BUY TICKETS
Malco Fort Smith Cinema
1200 Waldron Road
Fort Smith AR 72903
479-484-0819
BUY TICKETS
B&B Theatres Overland Park 16
8601 W. 135th Street
Overland Park, KS 66223
(913) 814-7469
BUY TICKETS
Lee's Summit 16
1451 Northeast Douglas Street
Lee's Summit, MO 64086
(816) 554-3386
BUY TICKETS
Tulsa Starworld 20
10301 South Memorial Drive
Tulsa, OK 74133
Hotline(918) 710-3679
BUY TICKETS
Regal E Walk
247 W. 42nd St.
New York, NY
(844) 462-7342 ext 775
BUY TICKETS
Regal Promenade Palace Stadium 12
4107 South Yale
Tulsa, OK
(844) 462-7342 ext 1495
BUY TICKETS
Century Stadium 25 and XD
1701 W. Katella Ave.
Orange, CA 92867
(714) 532-9558
BUY TICKETS
Cinemark Movies 16
220 W. Westchester
Grand Prairie TX 75052
972-263-0104
BUY TICKETS
Century 25 Union Landing & XD
32100 Union Landing
Union City, CA 94587
(510) 487-9347
BUY TICKETS
Regal Citrus Park Stadium 20
7999 Citrus Park Town Center Mall
Tampa, FL 33625
844-462-7342
BUY TICKETS
Regal Butler Town Center 14
3101 SW 35th Blvd
Gainesville, FL 32608
(844) 462-7342
BUY TICKETS
Regal Beach Boulevard Stadium 18
14051 Beach Blvd
Jacksonville, FL 32250
(844) 462-7342
BUY TICKETS
Regal Park Place Stadium 16 & RPX
7200 US Highway 19 North
Pinellas Park, FL 33781
(844) 462-7342
BUY TICKETS
Regal Richmond Town Square 20
631 Richmond Road
Richmond Heights, OH 44143
(844) 462-7342
BUY TICKETS
Regal Texas Station Stadium 18
2101 Texas Star Lane
North Las Vegas, NV 89030
(844) 462-7342
BUY TICKETS
Regal Village Square Stadium 18
9400 W. Sahara Ave.
Las Vegas, NV 89117
(702) 838-0490
BUY TICKETS
Regal Brandywine Town Center 16
3300 Brandywine Parkway
Wilmington, DE 19803
(844) 462-7342
BUY TICKETS
UA Riverview Plaza Stadium 17 & IMAX
1400 S. Columbus Blvd.
Philadelphia, PA 19147
(844) 462-7342
BUY TICKETS
Regal Warrington Crossing Stadium 22 & IMAX
140 Easton Road
Warrington, PA
(844) 462-7342 ext 343
BUY TICKETS
Regal Oaks Stadium 24
180 Mill Road
Oaks, PA 19456
(844) 462-7342
BUY TICKETS
Regal Burlington Stadium 20
250 Bromley Blvd
Burlington, NJ 08016
(844) 462-7342
BUY TICKETS
Regal Oviedo Mall Stadium 22
1500 Oviedo Mall Blvd
Oviedo, FL
(844) 462-7342 ext 203
BUY TICKETS
Regal Sawgrass Stadium 23 & IMAX
2600 NW 136th Avenue
Sunrise, FL
(844) 462-7342 ext 211
BUY TICKETS
Regal Hollywood Stadium 27 & RPX
719 Thompson Lane
Nashville, TN
(844) 462-7342 ext 363
BUY TICKETS
Regal Treasure Coast Stadium 16
3290 North West Federal Highway
Jensen Beach, FL
(844) 462-7342 ext 189
BUY TICKETS
Regal Pointe Orlando Stadium 20 & IMAX
9101 International Drive
Orlando, FL
(844) 462-7342 ext 1766
BUY TICKETS
Regal West Town Mall Stadium 9
7600 Kingston Pike
Knoxville, TN
(844) 462-7342 ext 360
BUY TICKETS
Regal Columbia Cinema 7
3400 Forest Drive
Columbia, SC
(844) 462-7342 ext 347
BUY TICKETS
Regal Stonecrest at Piper Glen Stadium 22 & IMAX
7824 Rea Road
Charlotte, NC
(844) 462-7342 ext 255
BUY TICKETS
Regal Timberlyne 6
120 Banks Drive
Chapel Hill, NC
(844) 462-7342 ext 1741
BUY TICKETS
Regal Crossroads Stadium 20 & IMAX
501 Caitboo Avenue
Cary, NC
(844) 462-7342 ext 4022
BUY TICKETS
Regal Independence Mall 14
101 Independence Mall Way
Kingston, MA
(844) 462-7342 ext 446
BUY TICKETS
Regal Concord 10
282 Loudon Road
Concord, NH
(844) 462-7342 ext 464
BUY TICKETS
UA Berkeley 7
2274 Shattuck Avenue
Berkeley, CA
(844) 462-7342 ext 498
BUY TICKETS
Regal El Dorado Hills Stadium 14 & IMAX
2101 Vine Street
El Dorado Hills, CA
(844) 462-7342 ext 1730
BUY TICKETS
Regal Palm Springs Stadium 9
789 East Tahquitz Canyon Way
Palm Springs, CA
(844) 462-7342 ext 694
BUY TICKETS
Regal Turlock Stadium 14
2323 West Main
Turlock, CA
(844) 462-7342 ext 1709
BUY TICKETS
Regal Edwards Fresno Stadum 22 & IMAX
250 Paseo del Centro
Fresno, CA
(844) 462-7342 ext 136
BUY TICKETS
Regal Santa Cruz 9
1405 Pacific Avenue
Santa Cruz, CA
(844) 462-7342 ext 1700
BUY TICKETS
Regal La Habra Stadium 16
1351 West Imperial Highway
La Habra, CA
(844) 462-7342 ext 145
BUY TICKETS
Regal Ontario Palace Stadium 22 IMAX & RPX
4900 East 4th Street
Ontario, CA
(844) 462-7342 ext 153
BUY TICKETS
Regal Shiloh Crossing Stadium 18
10400 E US 36
Avon, IN
(844) 462-7342 ext 241
BUY TICKETS
UA Galaxy Stadium 14
8105 East 96th Avenue
Indianapolis, IN
(844) 462-7342 ext 556
BUY TICKETS
Regal Starlight Stadium 14
11240 US Highway 29
Charlotte, NC
(844) 462-7342 ext 1307
BUY TICKETS
Regal New Roc Stadium 18 IMAX & RPX
33 LeCount Place
New Rochelle, NY
(844) 462-7342 ext 275
BUY TICKETS
UA Staten Island Stadium 16 & RPX
2474 Forest Avenue
Staten Island, NY
(844) 462-7342 ext 636
BUY TICKETS
Regal Spotlight Stadium 14
1100 North Interstate Drive
Norman, OK
(844) 462-7342 ext 1492
BUY TICKETS
Regal Gateway Stadium 16 & IMAX
9700 Stonelake Blvd
Austin, TX
(844) 462-7342 ext 366
BUY TICKETS
Regal Alamo Quarry Stadium 16
255 East Basse Road
San Antonio, TX
(844) 462-7342 ext 373
BUY TICKETS
Regal Grand Parkway 22 (Formerly Palladium)
7301 Grand Parkway
Richmond, TX
(281) 239-4200
BUY TICKETS
Edwards Houston Marq*E Stadium 23 & IMAX
7600 Katy Freeway
Houston, TX
(844) 462-7342 ext 371
BUY TICKETS
Regal MacArthur Marketplace Stadium 16
8505 Walton Blvd.
Irving, TX
(844) 462-7342 ext 1511
BUY TICKETS
Regal St. Louis Stadium 18 & IMAX
5555 St. Louis Mills Blvd.
Hazelwood, MO
(844) 462-7342 ext 685
BUY TICKETS
Regal Warren West 17 & IMAX
9150 West 21st Street
Wichita, KS
(844) 462-7342 ext 3265
BUY TICKETS
Regal Trussville Stadium 16
5895 Trussville Crossings Parkway Birmingham, AL
(844) 462-7342 ext 106
BUY TICKETS
Regal Dole Cannery Stadium 18
735 B Iwilei Road Honolulu, HI
(844) 462-7342 ext 1718
BUY TICKETS
Marucus Elk River Theatre
570 Freeport - Elk River Mall
Elk River, MN 55330
(763) 441-1954
BUY TICKETS
Marcus Saukville Movie Theatre
350 South Riverside Drive
Saukville, WI 53080
(262) 268-9206
BUY TICKETS
Marcus Appleton Movie Theatre
513 North Westhill Boulevard
Appleton, WI 54914
(920) 830-0390
BUY TICKETS
Regal Lincolnshire Stadium 15 & IMAX
300 Parkway Drive
Lincolnshire, IL
(844) 462-7342 ext 239
BUY TICKETS
Regal Round Lake Beach Stadium 18
550 East Rollins Rd.
Round Lake Beach, IL 60073
(844) 462-7342
BUY TICKETS
Regal Crystal Lake Showplace Stadium 16
5000 W. Route 14
Crystal Lake, IL
(844) 462-7342 ext 237
BUY TICKETS
Regal City North Stadium 14 IMAX & RPX
2600 N. Western Ave
Chicago, IL
(844) 462-7342 ext 1642
BUY TICKETS
Regal Cantera Stadium 17 & RPX
28250 Diehl Road
Warrenville, IL
(844) 462-7342 ext 1779
BUY TICKETS
UA Denver Pavillions Stadium 15
500 16th Street
Denver, CO
(844) 462-7342 ext 530
BUY TICKETS
UA Colorado Mills Stadium 16 & IMAX
14500 West Colfax Avenue
Lakewood, CO
(844) 462-7342 ext 681
BUY TICKETS
Regal SouthGlenn Stadium 14
6901 S. Vine Street
Centennial, CO
(844) 462-7342 ext 1521
BUY TICKETS
Your math is just wrong, 22 theaters in California is not 80% of 100
Check again, looks over 100 to me
https://daisywintersfilm.com/theater-listings
New Blog is out
Local news coverage of "The Riot Act" filming
http://www.4029tv.com/article/movie-filmed-on-historic-main-street-in-van-buren/13639564
NEW Nov 14th Blog is out
"paint" the close, today ?????????
Did I miss this update ?
1). DAISY WINTERS Media Day is this Tuesday in New York. Response from major media has been quite good. There will be a detailed blog recap on Tuesday night including stills.
Blood Feast - NC17 is not the way to go.
http://www.boxofficemojo.com/alltime/domestic/mpaa.htm?page=NC-17&p=.htm
Has anyone had any contact with Eric or Fred over the past month, telephone, Facebook in person ?
New Blog
Tuesday, June 6, 2017
Corporate Updates on Merger Events / Resolutions
Good afternoon HHSE Friends & Followers - In anticipation of our pending merger approval, HHSE has been working with our attorneys and key creditors on the final resolution of some of old issues that have been fuel for stock critics - but which were never material threats to the operations of our business. Here's a quick recap of some recently resolved matters and pending transactions:
1). TCA GLOBAL MASTER FUND - as stated previously in this blog, a settlement was made with TCA to fully close all maters... well it's finally been filed with the courts in Florida... as the court-recorded documentation of settlements sometimes occurs weeks / months after the deals are made. In any event, HHSE stock certificate #1530, issued June 18, 2013 as collateral for the TCA Investment Advisory Fee has been cancelled, and these 10-million shares will be returned as unissued treasury stock.
2). JSJ INVESTMENTS - Principal terms of a settlement are expected this week, based upon communications between attorneys.
3). ANDERSONS P&A - Principal terms of a settlement are expected this week, based upon direct communications with the lenders.
4). BEDROCK VENTURES - Company has engaged counsel to re-open the case under Arkansas Law, as compelling evidence exists to have the California matter vacated.
5). AMITYVILLE ASYLUM - New counsel has been engaged in this matter, which is expected to be settled (or adjudicated) by June 27.
A separate Blog Posting on Merger activities with Crimson Forest is being prepared for later today.
Who said Fred's wife traveled on HHSE's dime
Yea I thought it was reported Fred was answering the Arkansas office phone.
NEWS
Crimson Forest, Hannover House and Atlantic-Pacific Film Studios Pact in Multipicture Venture
May 19, 2017
OTC Disclosure & News Service
-
CANNES, FRANCE / ACCESSWIRE / May 19, 2017 / Crimson Forest Entertainment Group, Inc., the new parent company of USA-based independent distributor Hannover House, Inc. (OTC PINK: HHSE), has announced a ten-picture production and distribution slate with North Carolina's Atlantic & Pacific Film Studios. Initial pictures covered under the financing and worldwide distribution pact include the Sci-Fi Actioner, "The Argonaut," the urban drama "Brother's Keeper," the police-thriller, "501 Beale Street" and the horror-thriller, "Delirium."
"The Argonaut" is a free-standing feature film intended to serve the dual purpose as pilot to an upcoming television series, which Director Dean Jones describes as 'Dr. Who' meets 'Gangs of New York.' Production has already commenced with most of the principal photography occurring at the Atlantic & Pacific studio facilities near Greenville, NC.
"Brother's Keeper" is a contemporary, urban-action-drama with the broad, commercial appeal of a film such as "The Blind Side." Principal photography is planned for September.
"501 Beale Street" is set in Memphis during the 1980's - at a time when the town's economy and underworld was dominated by its music industry and the "Memphis Mafia" organization. Planned for production in October to occur in both Memphis and Arkansas, the film has been described as a cross between "Lethal Weapon" and "Training Day" as it focuses on the off-the-books crime enforcement strategies of its two principal police officers.
"Delirium" is a no-holds-barred horror thriller set in a mental hospital being managed by a very scary, medical staff. Principal photography is planned for July, and casting is now underway.
The creative staff of Atlantic & Pacific Film Studios is headed by acclaimed visual effects legend Dean C. Jones, with the operational and financing duties handled by John Maynard and Christopher Powell. A prior feature film that was produced and directed by Dean Jones, "Dark Awakening" (starring Lance Henriksen) was released to theatres and home video by Hannover House last year, and has served as the catalyst for the new, multipicture pact.
Hannover House has been distributing independent films since 2002, and has accumulated a film library of more than 400 titles. Last month, Hannover House and Crimson Forest Entertainment Group, Inc., announced the mutual plans for the companies to merge operations, which have since resulted in the acquisition or production launch for more than twenty new films to be mutually distributed. Upon regulatory approval of the corporate merger, shareholders in Hannover House, Inc. will receive shares in a newly rebranded Crimson Forest stock, which both companies feel will be positioned for uplifting to NASDAQ within a year. Crimson Forest Entertainment Group has secured financing for many high-profile feature films from a consortium of China-based media companies and investment sources.
Principals of Crimson Forest and Hannover House include Jonathan Lim (Chairman), Eric Parkinson (CEO), D. Frederick Shefte (President) and Tom Sims (VP Sales). Parkinson and Shefte are attending the Cannes market this year, which they describe as being robust and enthusiastic for the emergence of a strong, new independent distributor such as Crimson-Hannover.
For more information:
Maryevelyn Jones
Crimson Forest-Hannover House
Mejones@CFF.TV
tel 479-521-5774
SOURCE: Hannover House, Inc.
Copyright © 2017 Accesswire. All Rights Reserved
The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.
Claytrader would you like to introduce your followers to a fantastic looking penny chart in HHSE
HHSE is looking fantastic.
Thanks
Can you look at HHSE thanks
Hey Clay look to HHSE for a great 3 Month chart
Our real partner is CMC pictures and possibly Warner Brothers
From CMC website (they don't translate to English very well)
http://www.cmc-pictures.com/about
Thanks for sharing
Has all of this been hashed over yet ?
EXHIBIT 1.1 – to FORM 8K Information Statement Filing
Short Form Memorandum of Understanding (“MOU”)
Crimson Forest Entertainment Group, Inc. – Hannover House, Inc.
CORPORATE MERGER AGREEMENT & OUTLINE OF OPERATIONAL BUSINESS PLAN
WHEREAS Hannover House, Inc. is a publicly traded entertainment company actively involved with the distribution of feature films, television and video programming in all media to all applicable markets (referred to hereunder as “HHSE”);
WHEREAS Crimson Forest Entertainment Group, Inc. is a publicly traded entertainment company actively involved with the financing and production of feature film programming, especially with films that have a value for the China marketplace (referred to hereunder as “CFEG”);
WHEREAS principals and managers of HHSE and CFEG (the Parties) have determined that a merger of the two companies and operations will be in the best interests of all shareholders (i.e., the shareholders of both CFEG and HHSE), which resulting company is herein sometimes referred to as Newco. The Parties shall initially refer to the resulting, merged company, in references to third parties as Crimson Forest, but intend to reasonably consider a new branded name in the near future, and to expeditiously apply for a different stock trading ticker symbol.
THEREFORE, subject to approval of a majority of the voting shares for each of CFEG and HHSE, the parties agree to proceed with a binding agreement and merger or corporate restructuring as may be recommended by securities counsel (hereinafter referred to as “merger”) to be initiated via an operational and merger plan that the principals intend to be substantially similar to the steps described below, and which merger terms shall be subject to approval of applicable regulatory authorities and both the Parties after consultation with and receiving the advice of competent Securities Counsel and under applicable laws. Both CFEG and HHSE agree that this Memorandum of Understanding (“MOU”) describing the party’s mutual intent to merge operations shall be replaced with a more formal merger document encompassing these terms, any additionally agreed to terms, and standard securities and legal language required for such transactions (“Long Form Agreement”). However, until such time that such a Long Form Agreement may be drafted and mutually executed, this MOU shall govern with the full and binding authority of a contract, covering the parties agreements as described hereunder:
1)
VALUATION – SUBJECT TO THIRD PARTY REVIEW OF METHODOLOGIES FOR VALUATION, and based on assets, liabilities, revenues, goodwill and pending new ventures for both HHSE and CFEG, the following net “valuations” have been mutually determined as follows:
a).
CFEG Valuation:
$
11,370,750
42.9
%
b).
HHSE Valuation:
$
18,529,250
57.1
%
It is understood and agreed by both parties that the precise valuations of CFEG and HHSE may be modified prior to the closing of this merger as may be required to conform to G.A.A.P. standards and securities laws; methodologies for determining the above valuations are listed on Exhibit “A.”
2)
MERGER STEPS
a). HHSE STOCK AND SHAREHOLDERS - HHSE shall be responsible for the required steps to effectuate the merger with respect to existing HHSE shareholders, HHSE assets, HHSE liabilities and obligations op operations up to and until the merger is completed. HHSE represents and warrants that shareholders representing a majority of the shares and stock ownership and voting authority have approved the basic terms of this MOU and merger transaction as being in the best interest of all HHSE shareholders. If so required by applicable regulatory authorities, HHSE shall notify all other shareholders of the terms of this MOU and how the merger is expected to generate significantly higher value for the company and its shareholders. HHSE managers shall be responsible for overseeing and implementing the procedures for the allocation and redemption of HHSE shares to all applicable shareholders, which shall be exchanged for CFEG shares upon regulatory approval.
b). CFEG REPORTING COMPLIANCE - CFEG shall provide adequate financing and supporting documentation to enable CFEG to be restored back into “current reporting” status and full reporting compliance with the Securities & Exchange Commission and OTC Markets as an OTCQB qualified company with all due haste. CFEG shall pay all costs to effect such filings as may be necessary to obtain such status, including, but not limited to legal and accounting / auditing fees. CFEG represents and warrants that shareholders representing a majority of the shares and stock ownership and voting authority have approved the basic terms of this MOU and merger transaction as being in the best interest of all CFEG shareholders.
c). CFEG STOCK RESTRUCTURING – Following industry procedures, and respecting regulatory requirements, applicable laws and generally accepted accounting principles, upon approval of the merger, HHSE shareholders shall receive CFEG stock at a formula which results in 57.1% ownership for HHSE shareholders, and 42.1% ownership for CFEG shareholders, including a premium return for HHSE shareholders based upon a seven (7) trading day Volume Weighted Average Price (VWAP) of the HHSE stock price preceding the day of merger approval from applicable regulatory authorities. With respect to CFEG Preferred Shares, each of CFEG and HHSE shall receive one-half of the stock, with Jonathan Lim as the initial designee for CFEG and Eric Parkinson as the initial designee for HHSE; it is understood and agreed that the Preferred shares may be subdivided post-merger. Additionally, CFEG shall be entitled to appoint two (2) members to the new board of directors and HHSE shall be entitled to appoint two (2) members to the board of directors, with a fifth board of directors member to be mutually approved by CFEG and HHSE. The applicable corporate by-laws governing such actions shall be attached to the Long Form Merger Agreement (“LFMA”) which both parties anticipate completing on or before May 15, 2017.
d). PUBLIC NOTICE – Upon approval of Securities Counsel, both CFEG and HHSE (either as separate, publicly reporting entities, or reported as a combined entity if appropriate), at the earliest practicable time, shall file the proper notification forms to shareholders via a Form 8 Information Statement or other such instrument as counsel may direct and be required by regulatory authorities.
e). TICKER SYMBOL CHANGE – Both CFEG and HHSE agree to apply for and pursue with FINRA the issuance of a “new” ticker symbol for the combined companies.
f). INTERIM STEPS – During the time that this merger is being finalized and approved, each company shall continue to operate separately, excepting for the following areas of overlap.
3)
MERGER STRUCTURE – SUBJECT TO REVIEW OF ATTORNEYS, INCLUDING THE VALUATION METHODOLOGIES AND IMPLICATIONS REGARDING THE TAXATION OF PARTIES UNDER THE CONTEMPLATED TRANSACTION, the Parties intend to restructure the stock for both HHSE and CFEG in order to reasonably support and quantifiably justify a post-merger stock structure that best positions the company for eligibility to uplist to NASDAQ, which both HHSE and CFEG share as a mutual goal, following the receipt of the significant new financing that has been arranged for new productions and activities by CFEG.
4)
POST MERGER OPERATIONS – Following the completion of the merger of the companies, which is expected to be based in large part on an IRS Section 368 Stock-for-Stock Swap, the principal managers of the newly merged company, and the primary areas of their responsibilities are listed below:
a)
JONATHAN LIM (“Lim”) – Chairman – Involved primarily as a film producer and distributor as well as the company’s primary liaison to obtain distribution agreements with media companies in China and the solicitation of investment capital, loans or stock equity sales to investors or companies from China. Lim is also designated to perform services as Director of future projects that he may develop.
b)
ERIC PARKINSON (“Parkinson”) – C.E.O. and Corporate Secretary – Involved as one of two principal managers in the day-to-day operations of the company, from administration of public company duties to the sales, marketing and distribution of programming. Parkinson is also designated to perform services as Director of “Mother Goose: Journey to Utopia.”
c)
D. FREDERICK SHEFTE (“Shefte”) – President and Corporate Treasurer – Involved as the other primary manager of all operations and activities for the company, with special emphasis on operational logistics, legal matters and management of payables, receivables and debts.
d)
TOM SIMS (“Sims”) – V.P. Sales – Involved in the ongoing distribution management of HHSE and CFEG titles to the physical home video markets, and digital platforms, as well as the anticipated position of overseeing third-party studio label distribution pacts. It is also anticipated that Sims shall be the primary manager for the VODWIZ venture.
The applicable monthly salaries for the executives described above for the initial period from May 1 through July 31, 2017, is itemized on the attached Exhibit “B” – additionally, it is anticipated that each of these four principals shall receive some form of soft benefits, including a health insurance and cell phone allowance. Employment agreements for Parkinson as C.E.O, and Shefte as President shall be attached to the long form merger agreement.
e)
ARKANSAS OPERATIONS / LOS ANGELES OPERATIONS – It is anticipated and agreed that the company shall initially maintain its current, primary distribution offices in Fayetteville, Arkansas, located at 300 N. College Ave., Suite 311. Additionally, it is agreed that the company shall also open a Los Angeles area office within 90-days of the closing of the merger. The Arkansas Distribution Office – and the Los Angeles Acquisitions & Production Office shall be linked via Skype or other form of telecommunications to improve communication efficiencies.
5)
DIRECT STOCK SALES / OR S-1 SHELF REGISTRATION – As discussed between the principals, and subject to approval of Securities counsel, it is agreed that the company shall accept direct investments from producers and investors either through some version of a “Direct Stock Sale” or if appropriate and so required, through the filing of an S-1 Shelf Registration with the S.E.C. At present, the fully funded feature productions of “Kung Fu Cowboys” and “Nian” (working title) shall be recognized as revenues due to the presale structure of rights allocation with the financiers of those two films. Also, following merger approval, CFEG shall seek to expeditiously consummate the placement of a four-million-dollar (USD $4,000,000) direct stock purchase from a major media company, which shall result in the issuance of stock in exchange for this direct stock purchase, but which shall occur at a one-hundred-percent (100%) premium over the trading price of the combined company stock during the seven prior days of the Volume Weighted Average Price (VWAP), e.g., if the stock is trading for USD $1.00, this direct purchase shall occur at USD $2.00 per share. Neither CFEG nor HHSE anticipate any other direct stock purchases into the merged entity, as the additional funding is expected to be structured as pre-sales or debt, and not treated as equity dilution of the company.
6)
ONGOING ACTIVITIES – It is agreed that projects currently in development for HHSE shall be diligently pursued for financing as described in the Business Plan Outline prepared and submitted by HHSE, but that neither CFEG nor the combined and merged companies under Newco shall be obligated to finance these proposed productions should private investment or debt financing not ultimately be available.
7)
APPLICABLE LAW & CORPORATE STRUCTURES – Disputes under this merger agreement shall be subject to California Law and jurisdiction, until such time that HHSE and CFEG and Newco shall be fully merged into one entity. Thereafter, it is anticipated that the domicile and jurisdiction of Nevada shall survive for the merged entity. If allowable under an IRS Section 368 Stock-for-Stock Swap, and/or in conjunction with IRS Section 351 to allow for “non-recognition transaction” for tax purposes, the Wyoming corporation currently operating as Hannover House, Inc. shall be stripped of all assets and activities except for a quantity of “Preferred Stock Shares” to be determined by Parkinson and Shefte, as well as the placement a negligible amount of assets as may be required to maintain that separate entity as a non-shell operation as defined under securities laws. However, the trade names of Hannover House, Medallion Releasing and VODWIZ shall be sold, licensed and otherwise transferred into the merged company, along with the tradename of Crimson Forest Entertainment Group, Inc. Parkinson and Shefte agree that the former Wyoming Corporation shall not engage in any activities considered competitive or otherwise identical to activities of the merged company, unless approved by the Board of Directors for the merged HHSE-CFEG operations. Otherwise, if so required under the rules and regulations of an IRS Section 368 Stock-for-Stock Swap, the corporate entity for Hannover House, Inc. shall be dissolved or shall be incorporated into the newly merged entity, said disposition to be determined by counsel under applicable law considering beneficial values.
8)
DISSOLUTION – HHSE may elect to withdraw from this merger in the event that significant fundings from Crimson or Crimson related productions or media partners do not materialize within sixty (60) days or the later of May 15, 2017; Notwithstanding the May 15 deadline, HHSE may elect to withdraw in the event that Crimson fails to complete corporate governance issues and public company filings in a timely manner (including, but not limited to merger filings, audits and the provision for funding of ongoing release activities for titles under CFEG/HHSE/NEWCO). HHSE may elect to withdraw from this merger in the event that the contemplated transaction is determined to be a taxable event, or if regulatory authorities deem material aspects of the proposed merger to be unlawful, or if other issues arise that are presently unknown but which indicate that the merger would be harmful to HHSE and its shareholders. CFEG may also elect to withdraw from this merger prior to May 15, in the event of a material misrepresentation of facts or figures by HHSE on documentation provided by HHSE to CFEG during the negotiations and structuring of this merger.
READ, UNDERSTOOD AND AGREED THIS TWELFTH DAY OF MARCH, 2017, BY AND BETWEEN:
Crimson Forest Entertainment Group, Inc.
Hannover House, Inc. / Medallion Releasing, Inc.
(OTC: CRIM) “CFEG”
(OTC: HHSE) “HHSE”
By:
/s/ Jonathan Lim
By:
/s/ Eric Parkinson
Jonathan Lim, President
Eric Parkinson, C.E.O.
By:
/s/ D. Frederick Shefte
D. Frederick Shefte, President
Exhibit “A” – Assumptions and Methodologies Summary for Valuations
The following considerations were utilized in determining the respective valuations for HHSE and CFEG regarding the merger as proposed under this MOU. Both HHSE and CFEG acknowledge that the methodologies for valuations of publicly-traded companies involve many factors, accounting principles, laws and practices, and that both HHSE and CFEG agree that the merger must conform to all applicable mandates governing public company mergers.
HANNOVER HOUSE, INC., (HHSE)
1)
Accounts Receivable – HHSE A.R. as of 12-31-2016 has been reduced to eliminate receivables that are significantly past payment terms or otherwise considered difficult or uncollectible.
2)
Film Library Valuation – DVD and BluRay forecasts for the Library have been reduced by 72% (on average) to reflect a decline in physical unit sales; Video-On-Demand revenues for theatrical titles have been increased by an average of 19%; Television and International revenues remain unchanged, especially in respect of the new major studio distribution pact, to be announced post-merger. One-Hundred-Twenty-One (121) titles acquired in the last five years have been given a zero-dollar ($0) library valuation - as the reasonable, net income forecasts from sales of these newer titles has not yet been properly valued by an independent, third-party firm.
3)
Overall Assets and Debts – Post merger HHSE debts have been reduced from the overall valuation of HHSE.
4)
Goodwill – CFEG and HHSE have mutually agreed on a reasonable valuation of “Goodwill” in respect of a variety of factors, including exclusive distribution arrangements with theatre chains, studio partners and broadcast outlets, brand name awareness, longevity of HHSE, and the unrecognized value of the newer library titles.
CRIMSON FOREST ENTERTAINMENT GROUP, INC. (CFEG)
1)
Asset Values – Consideration has been given for the capitalized cost of film productions, acquisitions and prior release activities for CFEG.
2)
New Receivables / New Financing Ventures – Consideration has been given for the net income value of the significant presales arranged by CFEG to fund the production costs for the upcoming, capitalized assets of “Kung Fu Cowboy” and “Nian” (working title).
3)
Overall Assets and Debts – A reduction for the cost of the Convertible Notes to Samcorp (Anthony Lim) has been applied, even though the Samcorp notes have recently been restructured to more favorable terms and a conversion option formula.
4)
Goodwill - CFEG and HHSE have mutually agreed on a reasonable valuation of “Goodwill” in respect of a variety of factors, including CFEG’s extensive history and relationships with key media companies and financiers from China, including film rights pre-sale opportunities, direct investment funding and other beneficial ventures.
Exhibit “B” – Initial Operating Overhead and Budgetary Needs
CFF / HHSE NEWCO
Monthly Operating Budget - May 1 through July 31, 2017
Employer
Addl
TOTAL
Description
Payee
Amount
Taxes
Benefits
ITEM
Chairman
Jonathan Lim*
$
12,000
$
1,020
$
450
$
13,470
C.E.O.
Eric Parkinson*
$
12,000
$
1,020
$
450
$
13,470
President
Fred Shefte*
$
12,000
$
1,020
$
450
$
13,470
V.P. Sales
Tom Sims
$
7,500
$
638
$
300
$
8,438
Accountant
To Be Determined
$
4,000
$
340
$
150
$
4,490
Marketing Director
To Be Determined
$
4,000
$
340
$
150
$
4,490
Sales Admin.
To Be Determined
$
3,250
$
276
$
150
$
3,676
L.A. Office Manager
To Be Determined
$
3,250
$
276
$
150
$
3,676
Admin Asst. - ARK
Maryevelyn Jones
$
2,750
$
234
$
150
$
3,134
$
68,314
Arkansas Rent
Mathias Property
$
2,350
$
-
$
-
$
2,350
Los Angeles Rent
Estimated
$
2,000
$
-
$
-
$
2,000
Arkansas Utilities
Estimated
$
800
$
-
$
-
$
800
L.A. Utilities
Estimated
$
600
$
-
$
-
$
600
Office Supplies
Various / Allow
$
400
$
-
$
-
$
500
Non-Billable Freight
Various / Allow
$
400
$
-
$
-
$
500
Misc Office Needs
Various / Allow
$
400
$
-
$
-
$
400
$
7,150
TOTAL MONTH
$
75,464
FIRST THREE MONTHS OF MERGER
$
226,391
* Indicates gross allocation, which managers may elect to receive, assign or defer.
Did anyone notify claytrader yet ?
The only wealth Eric and Fred have left is HHSE stock, they aren't going to commit financial suicide. IMO
Pretty quiet board for a stock hitting a multi-year high.
That's crazy, why would they think a Mandarin language film would be successful in the USA ?
Management predicted " EXTRAORDINARY MISSION " would be their top box office performer in company history.
Eric's entire wealth is his HHSE shares. Why would he risk losing everything ?
OMG what an EPIC week for HHSE