Go HHSE!
John T. Root, Jr., Esq.
Attorney at Law P.O. Box 701 Greenbrier, AR 72058 501-529-8567
May 9, 2018
Hannover House, Inc., f/k/a Target Development Group, Inc., Letter with Respect to Adequate Current Information & Disclosure
In our capacity as special counsel to Hannover House, Inc., (“Issuer”) we have been requested to provide certain information and assurances in connection with Issuer’s posting of the issuer’s Annual(Financial) Report (as an SEC Form 10-K) on a website or websites maintained, administered or controlledby the OTC Markets Group, Inc. (“OTC”) on April 2, 2018. Specifically, the Issuer prepared and on April 2, 2018 posted, the Annual Report (referenced as the Annual Filing) for the year ending December 31, 2017 as well as certain other (consolidated) financial information.
This letter (the “Letter”) is provided to OTC with respect to adequate current information in regardto the securities issued by the Issuer (the “Securities”). We have acted as legal counsel to Issuer in connection with review of the posting of the information on the OTC News Service (www.otcmarkets.com). Our client is not requesting this Letter for the purpose of currently issuing securities and seeks to make additional information available to the public with this Letter.
Pursuant to the requirement established by OTC, we hereby confirm the following, specifically subject to the following limitations, exceptions, qualifications, and assumptions:
OTC is entitled to rely on this letter in determining whether the Issuer has made current information publicly available within the meaning of Rule 11(c)(2) of the Securities Act of 1933(the “Act”).
The undersigned is a United States resident and has been retained by Issuer for the purpose of rendering this letter and all matters address herein. This law firm serves as outside counsel to Issuer. The undersigned is not and has not ever been a member of the Board of Directors of Issuer.
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We have made such legal and factual examinations and inquiries as we have deemed advisable or necessary for the purpose of rendering this letter. In addition, we have examined, among other things, originals or copies of such corporate records and documents of Issuer, certificates of public officials, and such other documents and questions of law that we considered necessary, advisable, or appropriate for the purpose of rendering this letter.
The undersigned is a member of the Bar of the State of Arkansas. We express no opinion as to the laws of any jurisdiction other than corporate laws of the State of Arkansas; laws of the State of Wyoming only where specifically referenced or where there is an issue related to conducting business in the State of Wyoming; and the federal laws of the United States of America. We express no opinion with respect to the effect or application of any other laws. Special rulings of authorities administering any of such laws of opinions of other counsel have not been sought or obtained by us in connection with rendering this letter.
The undersigned is permitted to practice before the Securities and Exchange Commission (the“SEC”) and has not been prohibited from practice thereunder.
In conducting our examination in connection with the delivery of this Letter, as to matters of factwe have relied upon information obtained from public’s officials, officers of Issuer, and other sources, we confirm that all such sources were believed to be reliable. We further assumed without investigation (i) the genuineness of all signatures on original documents; (ii) the authenticity and completeness of all documents submitted to use as originals; (iii) the conformity to original documents of all documents submitted to us as copies; (iv) the legal capacity of all natural personas executing any documents; (v) the due authorization, execution, and delivery of all documents on all parties other than Issuer; and, (vi) the truth, accuracy and completeness of the Information, factual matters, representations, and warranties contained in the information we received from public officials, officers of Issuer, and other sources.
The following documents have been reviewed by the undersigned in connection with the deliveryof this letter (the “information”). The applicable date for this letter is deemed to be December 31, 2017. Except in instances of confidentiality or for items and issues of a proprietary nature, the information reviewed is publicly available through the OTC News Service with the date each respective document was posted on the OTC News Service noted below. This list does not include documents that are the subject of letters covering prior periods. Additional documents reviewed by the undersigned that may or may not be publicly available through the OTC News Services are listed as well.1 The information referenced includes as follows:
1 Included in the investigation and filed by the company on May 5, 2018 was an amendment to the public stockeligible to be “free trading” as a result of the passage of time. This does not imply that such shares are unrestricted or actually trading as other prerequisites may not have been met, such as an attorney the subjectshares’ issuance.
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03/31/2016 Annual Report - Annual Report
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PUBLISH TITLE PERIOD END DATE DATE
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04/02/2018 Annual Report - OTC Markets Annual Compliance Filing for Current 12/31/2017Reporting Status
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01/08/2018 Quarterly Report - Quarterly Report 09/30/2017
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08/16/2017 Quarterly Report - Quarterly Report 06/30/2017
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05/16/2017 Quarterly Report - Quarterly Report 03/31/2017
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05/04/2017 Management Discussion and Analysis - Actions of Board Of 05/04/2017Directors - May 1, 2017
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04/27/2017 Attorney Letter with Respect to Current Information - Attorney 12/31/2016Letter with Respect to Current Information
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03/31/2017 Annual Report - Annual Report 12/31/2016
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11/16/2016 Quarterly Report - Quarterly Report 09/30/2016
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10/10/2016 Quarterly Report - Quarterly Report 06/30/2016
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05/18/2016 Quarterly Report - Quarterly Report 03/31/2016
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05/16/2016 Notification of Late Filing - Notification of Late Filing 03/31/2016
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05/01/2016 Attorney Letter with Respect to Current Information - Attorney 12/31/2015Letter with Respect to Current Information
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To our knowledge, the Information as of the date covered by Issuer’s various disclosure andfilings: (i) constitutes “adequate current public information” concerning the Securities and the Issuer and “is available” within the meaning of Rule 144 (c)(2) under the Securities Act; (ii) includes all of the information that a broker-dealer would be required to obtain from the Issuer to publish a quotation for the Securities under Rule 15c2-11 under the Securities Exchange Act of 1934 (the“Exchange Act”) with the exception of financial statements for the Issuer for the two precedingfiscal years; (iii) complies as to form with the OTC Guidelines for Providing Adequate Current Information; and, (iv) has been posted in the OTC News Service.
With regard to the Financial Statements contained in and constituting part of the information:
(a) The persons responsible for the preparation for the Financial Statement were D. Frederick Shefte and Eric Parkinson, each of whom can be located at the company headquarters, 300 North College Ave., Suite 311, Fayetteville, AR 72701. D. Frederick Shefte (President of Issuer), is particularly suited to prepare financial statements, being a licensed attorney (State of California), former banker and business entrepreneur.
(b) The Financials are not audited at this time.
(c) The Issuer has no listed accounting provider.
With regard to Issuer’s transfer agent:
(a) Issuer’stransferredagentisStandardRegistrar&TransferCompanyAndTransferCompany,Inc., 12528 South 1840 East, Draper, UT 84020;
(b) Issuer’s transfer agent is registered with the SEC.
(c) In confirming the number of outstanding shares set forth in the Information, the undersigned
relied upon data provided by the Issuer’s transfer agent with respect to shareholders ofrecord and total shares issued as stated in the posted information described in Paragraph 7,above.
The undersigned hereby confirms that the undersigned has undertaken of the following in connection with the delivery of this Letter: (i) personally met the management and directors of the Issuer; (ii) reviewed the Information, as amended, published by the Issuer on the OTC News Service; and, (iii) discussed the Information with Management and a majority of the directors of the Issuer.
To the best knowledge of the undersigned, after inquiry of management and the directors of the Issuer, as of the date covered by the Initial Disclosure Statement neither (i) the Issuer of the Securities; (ii) any five percent (5%) holder; nor, (iii) counsel to the Issuer was under investigation by any federal or state regulatory authority for any violation of federal or states securities laws.
This opinion is rendered solely to OTC for its benefit as of the date of this Letter, though it applies to all facts and circumstances as of December 31, 2017. As such, it may not be relied upon by any
other person without our prior written consent, and may not be used for any other purpose. However, OTC is granted full and complete permission and right to publish a copy of this letter in the OTC news Service for viewing by the public and regulators.
The following is a list, and a pertinent information for each respective person, of each (i) executive officer, directors, general partner, and other control person of the Issuer; and, (ii) promoter, finder, consultant, or any other advisor of the Issuer that assisted, prepared, or provided information with respect to the Issuer’s disclosure or who received securities as consideration forservices rendered to the Issuer:
(a) D.FrederickShefte:PresidentofIssuer,aswellasaformerlyactivelicensedattorney (State of California), former banker and business entrepreneur;
(b) Eric Parkinson: C.E.O. of Issuer, and a 27-year veteran of the home video and filmed entertainment production and distribution industries; and,
(c) Tom Sims, Vice President of Sales.
The undersigned hereby confirms that he has made specific inquiry of (i) each of these persons listed in Paragraph 14, above; (ii) persons engaged in promotional activities regarding the issuer; and, (iii) persons owning more than ten percent (10%) of the Securities (collectively, the“Insiders”), and based upon such inquiries and other information available to the undersigned, confirms that the client is not requesting this letter for the purpose of currently issuing securities and seeks to make additional information available to the public with this Letter. Further, based upon such inquiries and other information available to the undersigned, any sales of Securities by Insiders within the twelve-month period prior to this letter have been made in compliance with Rule 144, including, without limitation, any required filings of Form 144, and nothing has come to the attention of the undersigned indication that any of the Insiders is in possession of any material non-public information regarding the Issuer or Securities that would prohibit any of them from buying or selling Securities at the time this letter has been composed and executed under Rules 10b-5 or 10b5-1 under the Exchange Act.
As used in this Letter, the expression “to our knowledge” refers to the current actualknowledge of the attorneys of this firm who have worked on matter for Issuer (whether or not solely in connection with the delivery of this Letter or the preparation of the Information), and without any independent investigation of any underlying facts or situations. This Letter is expressly limited to the matter expressly stated herein and no other opinions are implied by, or are to be inferred from, this letter. Without limiting the prior sentence, we express no opinion as to any documents or matters except the Information as provided for herein. This Letter is further limited to questions arising under the law of the State of Wyoming (where identified), and the federal laws of the United States of America (where identified). Accordingly, we express no opinion as to matters governed by the law of any other jurisdiction. This letter is based upon the law in effect on the date hereof, and we assume no obligation to revise or supplement it should such a law be changed by the legislative action, judicial decision, or otherwise. We further disclaim
any obligation to update this Letter or to advise OTC or anyone else of facts, circumstances, events, or developments which hereafter may be brought to our attention and which may alter, affect, or modify this Letter.
On behalf of the Issuer, we appreciate your assistance. Please feel free to contact the undersigned should you have any comments or question s in regard to the information or any of the matters addressed herein.
Sincerely,
John T. Root, Jr., Esq
