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Re: None

Saturday, 07/03/2010 7:34:57 AM

Saturday, July 03, 2010 7:34:57 AM

Post# of 46420
TDGI

Posted by: rylawi Date: Friday, July 02, 2010 1:25:48 PM
In reply to: None Post # of 34240

Eric's answered questions. I placed our questions in bold black and his answers in red text.


1 Can you share with us a schedule of upcoming HH-published book releases? The film release schedule is well-documented, but whatever books are in the pipeline are more obscure (at least for me to find).

Answer: We have acquired five significant book properties that have not been announced. This is due to several factors, the most critical of which is due to an existing (but soon-to-expire) distribution venture with NBN Books for wholesale delivery to certain key accounts. We prefer to wait until the NBN agreement ends in August before we announce these titles, as announcing them now could result in key account orders being placed through NBN (and we prefer to ship them directly and make the additional sales margins).

2 How many theatres will Twelve be in?

Answer: As of July 1st, we have confirmations for 199 locations, of which 155 are set for August 6th and 44 are for secondary markets to roll into on Aug. 13, Aug. 20 and Aug. 27. We are right in the middle of the bookings process, and fully expect that we'll have 250 to 300 primo locations set for August 6th... with about 150 to 200 "expansion or roll-out" markets in the weeks to follow the launch.

3 Will the big news come out by the end of June as you stated in a recent NR?

Answer: There are actually four significant pieces of "news," any one of which would qualify as big. When these are announced, you will not have to wonder "gee, is this one of the big news items or not?" because it will be quite obvious. We had hoped that all four items would be ready to release by June 30, but that has proven impossible, primarily due to a delay in what we feel (logically) should be 'the first news' announcement, which involves a venture with another (much larger) company. It would be difficult to discuss the other three items without the foundation set of the first announcement. I will be back in L.A. next week, and we will press to make the "joint announcement" that will trigger the release of the other three items.

4 What are the current plans/timeline for Racing Dreams?

Answer: Well, it would be inaccurate to characterize the initial launch of "Racing Dreams" to multiplexes as any form of success. It was not. We focused in on "NASCAR-friendly" markets in the S.E., had heavy support from NASCAR and the racing industry media, had great P.R., great reviews, lots of trailer and poster visibility and heavy newspaper ad support. We spent about $200,000 total to gross an initial weekend of around $20k, which is pretty bad math, in my humble opinion. So we've "regrouped" and refocused the campaign. Next weekend, we open at the IFC Theater in New York City, focusing to an audience that's "documentary friendly" or keen in independent cinema. We think this has a greater likelihood of success than mainstream multiplexes. We're opening July 23 in six theaters in Los Angeles (all "art-or-doc" friendly locations), and have a slate of dates lined up through Landmark calendar houses and digital locations. We decided to cancel the 100+ theater expansion opportunity through ScreenVision as all of the ScreenVision locations are all multiplexes, and we felt that booking the film and doing little business would hurt Hannover's reputation with these key theater chains (we've transferred our ScreenVision support programs to enhance "Twelve" instead). We think there's still a reasonable goal of 100-total locations for "Racing Dreams" by September.

5 When can we expect audited financials? Are the audited financials done and you have just not made them public yet? If not done, when do you expect they will be. Seems to be a sticking point with some.

Answer: Hogan Taylor is performing full year-end audits for 2008 and for 2009, plus reviewed quarterly reports for 3-31-10 and 6-30-10. We will give them the June 30 worksheets later today. I hate to predict when all this will be completed, because they've already taken weeks longer than originally forecast. I can say that it's my hope and goal (and we'll be pressing them hard) to have all these reports and audits completed and ready to post by July 16.

6 What would be your guess on how soon we will uplist to OTCBB or AMEX?

Answer: All the audit activities have been pursued with the intention of compliance to fully reporting status, which would quality the company to look for uplist opportunities. I know that we will move as quickly as possible and allowable to pursue these opportunities, but I do not know how many weeks or months the entire process will take.

7 Assuming the audit is completed, how soon would the results be filed with the S.E.C.?

Answer: Next day following receipt from Hogan Taylor, we will post to the OTC Pinksheets. I'm an not certain if the Pinksheets filing would constitute a filing with the S.E.C.? Fortunately, we have corporate and securities counsel, so if we need to file with the S.E.C. separately from the Pinksheets, they will instruct us accordingly.

8 What do you feel is a fair current valuation of the stock price - and what is your 12 month target share price, based on new releases and other developments in the pipeline for the company?

Answer: Based on the titles already in the library as of 12-31-09, and the release plans for those specific items -- and further taking into account the total of all common, restricted and preferred shares in issue, as well as the current Price-Earnings ratios for publicly traded media companies -- we feel the current TDGI stock should be $.13 to $.15 per share. As you know, new capital in both equity and off-balance sheet forms (along with significant vendor credit lines) have been obtained during 2010, and some significant properties have since been acquired for release. The new titles could significantly spike the company's gross revenues for F/Y/E 2010 as well as gross profits... in which case, the share price should be higher, presuming all other stock market factors remain at present assumptions.

9 Eric's 6/17/10 email to the group said $300K debt was paid and $300K cash was received as of 3/31/10, with $1.2M in term payments still due. 200M shares were issued and are included in the O/S for the $1.8M. Have all 200M shares been given to these investors, and are they able to sell these shares before full payment is received by TDGI?

Answer: We were satisfied with the payment schedule of the $1.5-mm (on top of the $300k in debt), and have already released the 200-mm shares. Most of the balance still due (less funds paid in Q2) will be utilized in support of the theatrical release of "TWELVE."

10 How did the press day for twelve go?

Answer: Confusing question. We had a successful press day for "TWELVE" at ShoWest in March. But the "official Press Media Day" for the film in New York City is July 28. We have confirmations from all major entertainment media to attend and cover interviews with our cast that day. FYI, that morning starts with 50-Cent on "THE VIEW", followed by our press day, and then 50-Cent on "LETTERMAN" followed by our official movie premiere at the Landmark Sunshine Theater in New York City, with a major after-party event cosponsored by Andrew Safir Promotions, MTV and Cosmopolitan.

11 What is the specific reason for the significant time delay in posting the audited financials (corporate opportunity, library valuation, etc)?

Answer: The questions makes several assumptions that are not based in fact. It suggests that the audited financials have been delayed due to some 'specific reason' when in fact, Hogan Taylor has encountered no problems at all (other than the voluminous review work involved with 2-1/2 years of audits and reviews).

12 Are you getting distribution rights to the new Michael Jackson movie from Sony?

Answer: I would have thought that most were aware that Michael Jackson died on June 25, 2009. I'm unaware of any new Michael Jackson movie in the works, although there was a concert documentary late last year called "This is It." No, we're not dealing with any new Michael Jackson projects.

13 Any plans for a corporate shareholder conference call in the near future?

Answer: Had not been previously suggested. Might be a good idea, but not until we release the audits and the first of our key venture announcements. We have, however, planned to have a shareholder "discussion" call set up, as Fred and I want to obtain as close to 100% shareholder consensus as reasonably possible, before closing one of the four ventures.

14 Do you and Fred have any type of plans, other than performing well and making a ton of money, to bring new, large investors to the table? Are you working with any market makers?

Answer: We are not working on any equity financings or with any "Market Makers." During the time that Hannover House was attempting to merge into Empire Film Group (2008 and until June 2009), we watched the Empire stock price plummet from $3.00 to $.02 cents, which arguably could be attributed to "Market Makers" who talk a fast game and promise a lot of funding, but ultimately proved to be shorters looking for a way to jam down the price in order to obtain shares at a discounted level below the ever spiraling share price. So I have no interest in dealing with Market Makers and no interest in issuing shares for working capital. What we've found to be a wiser strategy is pursuing vendor credit lines (with liens against receivables), and pursuing private investors for "off-balance-sheet" ventures for bigger title acquisitions (wherein we provide the outside investors with a percentage of Hannover's distribution fees for specific titles, and achieve this without having to issue new shares and dilute the stock).

15 From everything we've learned, the big deal you're working on will be more complex than a simple merger or target of acquisition. This can lead to a lot of confusion on the part of investors - if the deal goes through, are you planning on holding a conference call to explain the intricacies & address Q&A?

Answer: Again "the big deal" is actually four ventures, so all the speculation is either mental masturbation or intentional misrepresentation designed to drive down our share price before the news is released. As stated previously, part of our news will be discussed with shareholders prior to implementation,.

16 How many copies of the book Made in the USA have you sold so far?

Answer: We sold our initial pressing of 40,000 copies, but do not have depletion results for how many are still in bookstores. We have a major legislative initiative with the U.S. Senate, the "Made in the USA" initiative, that was delayed form announcement in early May, and moved to the July session. We believe that the national media coverage likely to result from the news of a bill in Congress will create a major spike in sales for "Made in the USA" and will likely necessitate a reprinting.

17 Are you able to comment if Tom Ortenberg is related to the deal?

Answer: Tom is committed to be our consultant through September. Until last week, we were his only client (but he is now handling a Brad Pitt film for Apparition Releasing / likely set for October or November). He will be available to continue on with us as a consultant beyond September, if we so elect. He has also indicated his receptivity to joining the company on an exclusive basis; but he has expressed similar sentiments to stepping in at MGM. So his status is in flux.

18 How can one see all comments on the Hannover House Facebook page? If we need to be a "friend," how is that accomplished?

Answer: I will refer this question to Susannah Patton.

19 In the May19th PR, you mention two new releases for the fall in addition to four announced. Are the two new ones in addition to "The Countess" and "Thru the Moebius Strip"?

Answer: No, those two titles have already been announced. The unannounced titles have not yet been announced. They are major titles, and as such, require a coordinated announcement with the production entities.

20 How much capital does Hannover currently have at its disposal to complete future negative pickups? What sources of future financing are contemplated?

Answer: We're not doing "negative pick-up" deals. I do remember that term from the 1980's however, back when production ventures were not sophisticated in structure. Most of the deals Hannover / TDGI has closed (or are pursuing) are for the North American rights to already produced / completed features. This is a far safer business model than investing in scripts and hoping-to-hell that the movies turn out to be watchable / releasable. Our financing sources for acquisitions include cash flow from current and upcoming releases, and the ongoing availability of off-balance-sheet private investors for specific title acquisitions. For instance, we had a private investor group supporting a Hannover TDGI bid of $17-million for the franchise rights to "TERMINATOR" (we did not win this bid, as Pacificor prevailed at $29.5-million!). If we had tried to raise $17-million through a TDGI stock venture at $.03 per share, that would have required the issuance of about 566-MILLION shares of stock, effectively doubling our total shares. Not a great idea. I do think it's exciting that Hannover / TDGI is being invited into such high profile opportunities as the "TERMINATOR" franchise, and that we have significant off-balance sheet sources available for big ventures.

21 How does Hannover finance its P&A?

Answer: Already answered, but for clarity, I'll cover the film "TWELVE." Of the $2.2-million being spent on "TWELVE," approx. $1-mm is from cash (mostly from the stock venture) and about $1.2-mm is from vendor credit lines (with the broadcast agency, the newspapers and the labs). As we collect the revenues from "TWELVE," we'll use receipts to pay off (and "replenish") our vendor credit lines, and we'll recycle the $1-mm or so in cash expenditures into future releases. Basically, we'll keep rebooting the same $2-mm to $2.5-mm every six to eight weeks. If we need more funds, then we have the option of investing some of our distribution fee income, or accessing off-balance sheet private participant funds.

22 Why did Fotis (of old TDGI) receive a presentation / Exec Producer credit on Twelve? Is he involved with the company going forward?

Answer: Fotis introduced Hannover to the TDGI opportunity, but is not involved with the management, board, etc... Regarding "TWELVE", he was one of the partners in the private group that raised the off-balance sheet funds that enabled Hannover House to acquire this major title. His "deal" was that he would get a shared presentation credit. His other partners declined.

23 What firms performed the library valuations on TDGI? Are their valuations in line with the value presented in Hannover's unaudited balance sheet?

Answer: I will need to check if this is information to be disclosed. However, the two separate,independent valuation reports were both from top executives in the entertainment industry; one was a former library valuator at Houlihan Lokey Howard & Zukin; the other is a 30-year distribution veteran who knowledge of film values is so accurate, that he's often utilized as an expert witness in litigations against the studios. But like I said, I'm not confident that they want general public dissemination of their participation in evaluating the library.

24 Do you contemplate resetting the company's ticker to reflect the name and business of the company?

Answer: It's been discussed as an option, but for now, it's okay to stay as TDGI.

25 If TDGI is moved to another exchange such as OTCBB or other, do you think a reverse split will be in the cards to get the PPS higher?

Answer: Moving TDGI to OTCBB and doing a reverse split to get the PPS higher is not being considered. I'm unsure if such a move has ever resulted in a sustainable higher PPS, but perhaps you know of some exceptions.


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