Hannover House Inc (HHSE)

[pba]

1). FORM 10 REGISTRATION - The long-awaited filing of the company's registration statement is the first step in the company's overall new launch. Large funds and investors that have been hesitant (or prohibited) from supporting HHSE as a Pinksheet stock will now be able to invest in HHSE shares. Management anticipates that the act of filing the Form 10 could (and should) result in a PPS of $.03 or higher. The Form 10 may be filed in the next few weeks, and the impact to the HHSE share price might be seen immediately - even though the S.E.C. has 60-days to provide "comments" requiring the issuer's response.

2). P&A FUNDS SECURED AGAINST VIDEO / V.O.D. - HHSE has been working with a proven P&A funder for a structure which provides substantial (multi-million dollar) traunches of theatrical release support for qualifying titles under a major studio Video / V.O.D. assignment. HHSE will enjoy the benefits (and upfront fees) from the marketing of titles under this P&A structure - as well as earned sales fees from theatrical settlements. Furthermore, the assignment of video rights to the major studio partner relieves HHSE of the need for substantial video staff and manufacturing funds.

3). CO-PRODUCTION PARTNERS, INTERNATIONAL PRE-SALES, INCENTIVES AND "GAP" - With respect to the facilitation of a major feature film - such as "MELTDOWN" - the assembly of financing for this $10-mm production in many ways is easier than raising $500,000 for a small indie production. Why? Well, first of all, having three major stars in "MELTDOWN" provides pre-sale interest for the receipt of bankable licensing agreements. Next, the higher stature also encourages greater support from State Incentive programs, and finally the existence of significant pre-sales can be leveraged to obtain what is known as "Gap" financing in the entertainment industry (e.g., a bank loan for "the gap still needed" - secured against the unsold territories). We also may bring in "co-production partners" for a portion of financing or in-kind services, as a variation on the pre-sale model.

For Major feature films structured in this manner - in which HHSE has essentially "packaged" the financing elements and performed the Executive Producer or Studio function - there will be significant fees paid to HHSE upfront... as well as certain assignable allocated overhead expenses. Additionally, after completion of the production, HHSE will launch the films to theatres under the P&A structure described above - also generating operating overhead through marketing fees, booking services and sales settlements.

4). S-1 REGISTRATION - HHSE has been in discussions with three significant parties that have expressed support of buying HHSE shares under a S-1 Shelf Registration (simultaneous with the Form 10, or almost immediately thereafter). As presently envisioned, the S-1 would be launched in January with a total potential sale of up to 90-mm HHSE shares made available, with a base price anticipated in the $.045 range, and going all the way up to $.10 for the final traunch of shares. HHSE anticipates raising about $4.5-mm in direct operating capital - while only diluting the total A/S by 10% or less. These direct funds will provide marketing support for MyFlix - as well as cash-flow flexibility for assisting with the development of the tent-pole Major Films and other ongoing operations. The anticipated buyers of the S-1 offering are long-term, strategic partners, and are not expected to sell any of their shares in the first year or two. The structure of the S-1 incentivizes earlier subscribers, as the price per share increases as the inventory of S-1 shares is diminished. The base price of the first traunch of S-1 shares is being established to be at a level estimated to start at 150% of the VWAP of the HHSE shares - which means that these new shareholders are buying equity at a significant premium "above" market. The S-1 Registration will be filed shortly after the Form 10, as the company will await any initial feedback and comments to the registration statement.