Hannover House Inc (HHSE)

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S-1 Fund Raising & MYFLIX Implementation




HHSE S-1 Registration / Operational Plans for New Funding

Thursday, November 7, 2019

Greetings HHSE Friends & Followers - we are finalizing today the charts, breakdown and text portions of the S-1 Shelf Registration for Hannover House, Inc., which is being filed within a few days after the submission of the current Form 10 Registration for the Company.

As stated previously, the S-1 shares are being offered to accredited, qualified investors at pricing levels which are at a premium to the CURRENT pre-filing PPS for Hannover House. The rationale' is that a bulk purchaser coming in (for instance) to purchase $1-million worth of HHSE in a one-week period might see the open market price jump dramatically and to a level greater than the S-1 pricing (which is still at a premium to current pricing and based on current trading volume).

Some key shareholders have asked for a description of our intended use-of-proceeds from the S-1 offering. We had planned to hold this until after the filing. However, in respect of the insights that some key shareholders may hold, we have decided to release an OVERVIEW later today, and to solicit feedback in order that the final S-1 filing may benefit from a greater level of observation.

S-1 SHELF REGISTRATION PROVIDES FINANCIAL FUEL FOR HHSE ACTIVITIES

The Bottom-Line for HHSE Management's Initial Plans for the USE OF PROCEEDS from the S-1 Registration is that we are only anticipating a raising of $3-million, even though the S-1 will be available for UP TO $8-Million. This is not due to any skepticism on the value of the offering, but based solely on discussions already in motion for large funding groups (which appear to be accessible for about $3-million into HHSE rather quickly). It's crucial under such registrations to define and adhere to a strict Use of Proceeds, as the inducement for direct purchasers of shares is often based on the company's pledge of specific endeavors. It's also important to note that both investors and regulators resist S-1 fundings which are utilized primarily for the retirement of debts or for the benefit of principals. Generally, those supporting a S-1 offering want to know that the majority of the new funds will go towards generating exciting, new ventures... and not just to pay yesterday's bills. In this respect, as well as the intention to apply some proceeds towards overhead, administration and payables management, HHSE has proposed the following formula for the Initial $3-million to be raised from the S-1:

1). Proceeds Allocated towards Development & Launch of MyFlix: $1,000,000 (33%)
2). Proceeds Allocated towards HHSE Payables / Debt Management: $1,000,000 (33%)
3). Proceeds for Feature Development, Theatrical & Video Activities: $1,000,000 (33%)

It is our position that the allocation of 33% each for MyFlix, Debts and Other Revenue Operations is a reasonable plan to build shareholder value while still empowering management with payables funding for allocation. Clearly, the hot-buttons for new funding are MyFlix AND the high-end films (that, except for reimbursable "development" costs, will be funded through off-balance sheet investment, pre-sales and governmental incentives).

In order to welcome and update some NEW HHSE SHAREHOLDERS that have just joined our team, below is an OVERVIEW of the MyFlix multi-studio streaming venture.

HHSE will also be developing and facilitating the production of several HIGH PROFILE titles that will become the revenue locomotives of the non-MyFlix activities. The titles that have been ANNOUNCED include MELTDOWN, THE LEGEND OF BELLE STARR and MOTHER GOOSE: JOURNEY TO UTOPIA.

WE ARE ASKING FOR SHAREHOLDER COMMENTS TO THIS PROPOSED USE OF PROCEEDS BEFORE WE FINALIZE THE S-1 NARRATIVE AND TABLES. PLEASE EMAIL COMMENTS OR QUESTIONS TO: [e-mail]

WHAT IS MYFLIX?

Myflix is a second-generation Internet streaming portal designed primarily as a digital-streaming marketplace for Independently produced feature film and television programs. Utilizing the best-functioning elements of the Netflix Subscription and Amazon Prime transactional models for in-home delivery of content, Myflix builds on the concept of “watch what you want, when you want it” by offering literally thousands of films and programs that are otherwise not available for viewing on any other streaming platforms or OTT App sites.

HOW IS MYFLIX DIFFERENT?

While there are dozens of streaming sites for specific genres of films or studio-specific content, there are very few sites offering a broad range of title selections… and the majority of these established portals concentrate on offering only the major studio hits.

While Myflix does anticipate offering some mainstream and specialty programming from major studio suppliers and television networks, the vast majority of Myflix titles will be independently produced films. According to industry research published in The-Numbers.com, in 2016 the U.S. Major Studios released a total of ninety-nine (99) films to theatres in North America, while the indie studios released 644 films to North American theatres. This ratio of six-times greater volume of films from independent sources as compared to the major studios has continued to this day - yet, the three most popular current streaming services continue to fight over the handful of major studio titles available each year.

In addition to theatrically released independent films, on average an additional 1,500 indie films are produced in North America each year which either end up as “straight-to-video” or which receive no distribution at all.

MyFlix understands the "low-hanging fruit" concept of the existing streaming sites in competing for the same 99 major studio titles. After all, these major studio films tend to be the biggest box office hits each year. But in concentrating on hit titles which many consumers already viewed at theatres, the handful of existing streaming sites are functionally abandoning the much larger universe of independently produced and distributed features. Film aficionados that consume a lot of product through theatres, video and streaming can easily burn-out on the limited offerings available on Netflix, Hulu, Crackle and I-Tunes… and often migrate to Amazon for the wider selection of titles that Amazon offers on a transactional (per-viewing) basis (or to a lesser level, through Amazon Prime subscriptions). But even Amazon imposes substantial programming barriers for indie producers… leaving over 1,200 newly produced films each year without a legitimate “streaming home” portal.

Myflix differs from Netflix and Amazon (and the myriad of smaller streaming sites) in several key ways:

1). Broad Selection of Independent Films – Myflix aspires to be one of the primary portals for all entertainment programming… but most notably (and initially) to focus on the larger universe of independently produced feature films and television programs;


2). Pioneer in Video Games – Myflix suppliers include several producers of single-player video games, as well as titles offering multi-player interactivity options. Access to stream video games is billed to the user on an hourly basis which prospectively could generate significant revenues from some of the more addictive video game escapes.

3). Pioneer in Educational Programming – Myflix suppliers include several large libraries of educational films and videos, covering a wide range of topics and study levels. The Amazon operational platform that forms the infrastructure for Myflix includes interactivity, which can be accessed for “test” scoring after viewing an educational film… with the results of such tests being used to accumulate viewing-credits for students to see premium movies or access the Video Games funtion… an option that Myflix believes could be popular with parents.

4). Producer-Friendly Reporting & Payment Structure – Unlike Netflix (which provides producers with NO STATISTICS on titles performance…as well as stretching out the payment of license fees over a two-year period), the Myflix reporting and payments model for producers is transparent and monthly. The on-boarding information provided to Amazon for each title also includes information as to the payment beneficiary… and Amazon will render ACH payments each month to each of the Myflix program suppliers (monthly payments to occur on or about the last day of each month, reflecting the transactions during the prior full month, e.g., ACH payment on Feb. 28 reflects all transactions that occurred during the month of January).

5). Affordable / Competitive On-Boarding Fees – Myflix suppliers can get each title on-boarded and activated for as little as $100 if their masters and meta data are properly formatted. If a program requires master reformatting, closed-captioning, key art or other formatting, the Myflix producer agreements include these services on an exhibit with a pre-approved pricing list, including mark-ups for Myflix services in handling, formatting and uploading of each titles. Other streaming sites also charge on-boarding fees, but at much higher rates, which can be burdensome to indie suppliers. The Myflix on-boarding rates are reasonable to the producers, yet still profitable for the venture.

Strategic Overview for Launch of Myflix.com and the Myflix Over-the-top (OTT) APP Portal

The launch of Myflix can occur within 90-days following the first substantial funding from the Hannover House S-1 Shelf Registration. Based upon the filing precedent of the Form 10 Registration, and the reasonable time-frame of thirty days for funding of the initial S-1 offering, it is viable to look for a MyFlix consumer launch into North America in April, 2020. Over the course of the first year, reach and service into international territories (initially, English-speaking) will be activated through meta data territorial filters available through the digital infrastructure of the company's hosting and servicing partner.

The initial trade-industry announcement of the USA launch occurred in May (2018) at the Cannes Film Festival and Marche du Filme – the world’s largest marketplace and gathering of studios and producers of entertainment programs. At Cannes, Myflix was featured as the Cover Ad for Business Of Film (visible daily on all trade publication racks), as well as a featured ad within Screen International and Cannes Market Daily trade publications. A feature story and interview with principals was conducted by Jon Bryant, an entertainment correspondent for The Guardian and BBC Worldwide – which will be made available to Myflix for support of the USA launch, as well as utilized by Bryant’s two key media outlets. Eric Parkinson and Fred Shefte met with over 100 program suppliers at Cannes and received unanimous interest and widespread support for adding programs to Myflix. Following the Cannes 2018 "trade" launch, the company received studio participation commitments from forty-three partners, collectively representing over 12,000 titles. Over 8,000 of these titles are not currently available for streaming into North America through any other site... giving MyFlix the promotional ability to tout that the site has "thousands of movies not available through any other site," which could be welcomed news for consumers facing Netflix fatigue.

The visual layout for Myflix will be dictated in large part by the requirements to conform to the infrastructure of the company's hosting and servicing partner… but can be dressed-up with graphics, colors and text formats to stylize the site. Myflix will be accessible to consumers either as a direct internet URL (www.Myflix.com), or as a Myflix OTT App, which Myflix managers will begin to aggressively promote as a “pre-installed” app for ROKU, APPLE, SONY, LG and other manufacturers of OTT Devices and Internet friendly DVD / Blu-Ray players. Most players also allow for the easy download of third-party apps, so a marketing goal will be to make the Myflix app both easy to locate, and easy to install.

MYFLIX – “APP” for Mobile Devices and Tablets - The MyFlix APP for mobile devices and tablets is being designed by the same company currently designing and building the DISNEY+Plus Streaming APP (which launches to consumers this month). MyFlix will also be available as a downloadable “APP” as well as being promoted as a pre-installed APP to major hardware manufacturers.

In-House Management – Including Marketing / Publicity / Advertising Acquisitions / Title Uploading and General Operations Adds Efficiency

Myflix will be fully integrated and self-contained as an operation. All managerial and operational steps relating to the acquisitions and upload of content – as well as the marketing, promotion and advertising of the site and portal – will be handled by in-house staff (as opposed to costly and less controllable third-party agencies). As mentioned previously, the day-to-day operations of the website (including streaming of content, processing of customer payments, and monthly reporting of all activities) will be handled by a third-party host & servicing partner for modest fees (consumer payment processing and streaming charged based on data). Having the technical / operational / payment processing and producer reporting duties handled by an established data management firm frees up the Myflix managers to concentrate on acquiring exciting titles for the service and focusing on the marketing of the site / portal to consumers.

The Myflix management team consists of Eric Parkinson and Fred Shefte as executives (and primary contacts with the program suppliers and studios); Desiree Garnier as Director of Marketing; Star Noorbakhsh as Director of Publicity; Earl Hale as Technical Services Manager; Graphics and Art elements will be supplemented by key outside supplier Jon McCallum (Oleum Rain Studios), with Video Production (for promotional videos and YouTube ads) created by Arkansas One Media. The company will also employ a team of data entry / title on-boarding technicians, and an in-house CPA / Financial Controller.

The benefits of having all necessary activities in-house are both an increase in efficiency, as well as a dramatic decrease in cost to the venture.

Efficiency is improved through instant communications and the knowledge that Myflix issues are the sole beneficiary of each employee’s time… cost savings are incurred because the modest cost of staffing (especially in Arkansas) is substantially lower than the costs to hire a third-party services agency (with their own overhead needs and expenses added to the equation).

As subscriptions and transactions for Myflix grow, the expansion of the support staff can be easily adjusted.

How does VODWIZ / Hannover House Plans to LAUNCH The Myflix Streaming Service and APP to Consumers in only 90-Days Following the Initial S-1 Traunch Funding?

The question that some would ask is HOW can MyFlix create awareness, curiosity, site visits and conversions into transactions over a 90-day promotional cycle following the first significant funding? Management has developed a SEVEN-TIERED marketing approach that we feel will rapidly build awareness for Myflix – resulting in site traffic, first-time users and conversion to repeat customers and subscribers.

1). Supplier Marketing

2). Entertainment “Taste-Maker” Marketing

3). Targeted Social Media Marketing

4). Viral Video Outreach Campaign

5). Web Banner Barter Placements

6). Traditional “Paid” Internet Ads

7). Traditional Publicity / PR Outreach Campaign


Each of these promotional tools will be implemented in support of the initial consumer launch of Myflix and are designed to spark a collective-consciousness of brand awareness and intrigue. A summary of the principal elements of each of these seven marketing programs is included in this overview, along with a chart showing the anticipated total number of consumer impressions that Myflix is targeting from each source.

1). Supplier Marketing – The majority of the titles being offered on the Myflix platform are otherwise not available on any other streaming site. This is why many of our producer-supplier partners feel that their own outreach efforts will be useful in promoting specific title availabilities. Upon activation onto Myflix, we believe that many of the producers will want to assist with consumer outreach to notify contacts and colleagues of their titles' availability. We will encourage posting of title-specific news by producers onto FaceBook / Instagram and Twitter campaigns. How many of these targeted "friends of producers" will respond and choose to see the film on MyFlix? How many might sign-up for a trial (one-month) subscription? It’s impossible to know… however, we view these sorts of producer outreach campaigns as being mutually beneficial (to the producer and to Myflix), but coming at virtually no cost to Myflix. We believe that most producers will be motivated to post their title’s availability onto social media and to reach out to dozens (if not hundreds or thousands) of interested friends and colleagues.

2). Entertainment “Taste-Maker” Marketing – Myflix is in possession of the current and direct contact list of the top 350 Newspaper & Broadcast Film Reviewers in the USA, including the New York Film Critics Circle the Los Angeles Film Critics Association, the Chicago Film Critics and many more. Myflix intends to offer these important taste-makers a free one-month trial subscription and access to the site… in support of considering our request for a mention / write-up in their publications or media outlets. Myflix feels that the site’s unique service of offering thousands of movies otherwise not available to stream merits an entertainment story write-up and that this coverage should collectively result in many millions of consumer impressions.

3). Targeted Social Media Marketing – In 2017, Warner Brothers Archives and Digital Services decided to consolidate their catalogues under Turner Classic Movies and Criterion Collection onto a single site, FilmStruck (launched in Oct., 2017). The marketing of FilmStruck was focused “almost entirely” through Targeted Social Media (although Warners would not reveal to Ad Week if there were additional paid placements or in-kind promotions on Warner-Brothers related websites or media). Warners is also not formally announcing how many subscribers it ultimately obtained for FilmStruck. But they shuttered the venture in November, 2018 due to a poor performance of subscribers vs. the costs to promote the site. An analysis of what happend with FilmStruck validates the business plan for MyFlix in several ways: it shows that Targeted Social Media Marketing can be a tremendous tool towards building subscribers and traffic... but only as PART of a multi-faceted consumer outreach campaign. The FilmStruck demise also shows that streaming portals that are OVERLY SPECIFIC to one category will struggle to compete against site with higher profile titles (or, in the case of MyFlix, sites with HUGE programming options spanning a variety of genres and entertainment product categories). MyFlix can use Social Media in a very targeted manner, focusing on users that have specifically indicated interest in independent films... or which have been tracked via web use or cookies from having previously visited major film sites.

A reasonable “comp” digital streaming venture for Myflix to measure against is the RLJ-Owned ACCORN MEDIA / ACCORN TV. This streaming site consists of approximately 1,200 “British TV” related properties (many from the BBC and Channel 4, and many that appear on PBS), plus approx. 2,000 independent films, including about 300 titles under the Urban Genre’ category. As a publicly-traded company, RLJ releases its statistics on subscribers, and recently announced via Reuters that it had over 700,000 monthly subscribers (paying on average $8.99 per month).


In late 2018, Discovery Channel founder John Henricks began an aggressive marketing push for his Science / Documentary streaming venture, entitled CURIOSITY STREAM. This specialty streaming channel offers approx. 1,800 programs to its members, with a monthly access fee of $2.99 (Standard Definition) and $9.95 (4-k definition, where available). Despite the limited quantity of programs (and the specific nature), industry estimates place the total count of monthly subscribers for CuriosityStream at 1.5-million, which suggests a current monthly gross of $4.4-million and about $54-mm per year based solely on the “standard” definition subscription model. It's too soon to evaluate if the super-specific genre' model of Curiosity Stream is a good concept... or one headed in the direction of FilmStruck. Regardless, MyFlix plans to offer hundreds of documentaries and science-appeal programming from the libriaries of existing supplier partners to the venture.

4). Viral Video Outreach Campaign – One of the more cost-effective ways to generate consumer awareness, interest and buzz is through the creation and promotion of a VIDEO that might spark into a Viral sensation. Although there are many examples of how “viral” videos have kick-started ventures and sales, one of the more memorable successes recently has been the launch of the “Squatty Potty,” via a low-cost video placed onto YouTube – which subsequently went viral, and reached over 50-million views (via YouTube, Broadcast shares and other sites combined).

https://www.youtube.com/watch?v=YbYWhdLO43Q

Myflix has developed three (3) concepts for promotional videos to support the launch of the site:

a). The Straight-Forward Informational Video – what is Myflix, how it works, how to sign up, etc…

b). The 1984 Programming Revolt – A parody video, inspired both by the Orwell novel and the infamous Apple Superbowl commercial… in which Myflix consumers revolt against being “programmed” by the big, evil media titans – limited on what they are allowed to see – and instead demanding the freedom to “Watch What you Want, When you Want it” with Myflix. If this video is produced well, with a balance of ironic wit and logic, we think it could spark viral sharing. After all, Netflix “programmers” make the decision as to what their subscribers will be allowed to see… how does that fit into the ME-Generation?

c). The Film Aficionados Video – Again, portraying unnamed “other” streaming sites as either being too limited in scope or too specialized in programs offered, the Film Aficionados video will show some sophisticated (yet accessible Hipster-generation) viewers scanning through the offerings of an unnamed site (think, but don’t SAY Netflix), saying “seen it, seen it, seen it, seen it….” and asking “I’ve already seen all these titles, where can we go to see the broadest possible selection of films and television?” Again, if properly executed, the Film Aficionados YouTube video will be a super-inexpensive, and potentially very cost-efficient way to build awareness and traffic for Myflix.

5). Web Banner Barter Placements – Myflix has initiated discussions with key film and entertainment sites to do “barter placements” of hot-link banner ads. E.G., the Myflix site will have a small ad for IMDB reading something like “Everything you want to know about almost every movie ever made, visit IMDB.com” – and quid pro quo, the IMDB site would have an equally sized ad for Myflix reading something like “Stream popular hits, indie favorites and thousands of movies not available on any other site at Myflix.com.” The company has made barter ad agreements with twelve major entertainment sites.

6). Additional “Paid” Internet Ads – There are cost-effective ways to reach the most accessible portion of the Myflix target market of film lovers, and consumers of indie films, most notably, through THR.com (The Hollywood Reporter) and Variety – the two top “trade” industry publications and websites. Paid banner ads for Myflix on these two sites will benefit the company not only by reaching a specific, target market of movie consumers, but also by legitimizing the site within the industry and to potential program suppliers, including the some of the other major studios (that have adopted a “wait and see” position on the launch of Myflix). A banner ad on the home page of the Hollywood Reporter costs only $2,500 but can make over 1.5-million VERY TARGETED impressions. Variety is equally competitive in cost per thousand. Myflix plans to include these PAID banner placements on the same week as site launch (July 27) – and at the same time that the YouTube videos are released, the Barter Banners are placed, and the traditional P.R. outreach is implemented.

7). Traditional Publicity / PR Outreach Campaign – Last, but not least, Myflix feels that the company’s unique position as a new streaming portal is newsworthy at all major levels: National Cable News, National Entertainment News, National Talk Shows, Entertainment publications and websites, personality publications – and of course, the wire services, newspapers, television and radio. The Myflix launch will include a pitch for CEO Eric Parkinson to appear on talk and news programs to discuss the evolving market for home entertainment – and as available, some CELEBRITY guests from featured programming may be available to also attend.

Parkinson’s unique background in home entertainment started with his first # 1 hit in 1984 – a video highlights of the 1984 Summer Olympics, produced in partnership with ABC Sports. Parkinson has released over 1,200 titles to home video, including 137 Gold or Platinum Hits and 8 titles hitting the #1 best-seller status on the Billboard Video Charts. He is an articulate interview guest and is uniquely qualified to discuss the evolution of the Home Video experience into the digital arena… and how Myflix is ideally positioned to meet this changing marketplace.

The seven-tiered marketing approach is designed to deliver for Myflix the MAXIMUM number of consumer impressions at the lowest possible cost to the venture. Myflix managers feel that these approaches will be both more affordable and more effective than a campaign based on paid-advertising.


http://hannoverhousemovies.blogspot.com/2019/11/hhse-s-1-registration-operational-plans.html