Replies to post #259488 on Hannover House Inc (HHSE)

[moviesam]

So management enters into " quiet period " for a month only to break the silence to inform shareholders that they are no closer to a merger than they were the day they announced ? Classic HHSE !

Pure Comedy Gold.

[speckulater]

Revenues, Profits, MERGER Finalization IMMINENT: 10-Q 2nd-Quarter Summary

On July 25, 2017, HHSE executives Eric Parkinson and Fred Shefte met in Los Angeles with legal counsel for Crimson Forest Entertainment Group, Inc., to address and resolve the issues of deficient disclosure, backup documentation and other managerial matters. As of the date of this report, Crimson Forest is working to diligently complete or provide access to all items and issues required for the completion of the audits and compliance filings. Accordingly, the planned date for the stock-for-stock swap aspect of the merger (previously targeted and mutually announced for July), is delayed but expected to be imminent. Both parties remain committed to the merger and believe that these final complianceitems will be resolved in the coming days.

* Once Again, No Dilution in Quarter. HHSE Outstanding Shares 799,929,996.

* HHSE Model of Consistency. 30 Consecutive Quarters of Revenues & Profits Out of 30 Quarters Since Going Public in 2010 (First Full Quarter).

* Revenue = $149,139.

* Net Income = $22,700

(Adjusted Revenues For Period) During the Merger Process with Crimson Forest, Company purposely delayed the release of five (5) new release Home Video and V.O.D. titles, which will be released later in 2017. Company projects that the gross revenue value of the delayed titles is approximately $750,000. On 8/18 HHSE Blog Announced 4 Significant Theatricals & 8 Home Videos Beginning in 3rd Quarter 2017 (Link/details below).





























HHSE 2nd Quarter 10-Q Ended June 30, 2017:
http://www.otcmarkets.com/financialReportViewer?symbol=HHSE&id=177628





HHSE BLOG 8/18: MERGER Imminent, Twelve (12) Theatricals/Home Videos Scheduled Q3/Q4, VODwiz/Amazon Digital Partnership:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=133965719

8-K: Hannover House / Crimson Forest MERGER Agreement:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=133722861

Mega-BLOG-6/30: Q&A, MERGER Updates, HHSE Shareholders Premium Increase:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=133894792

Eleven (11) Reasons HHSE/CRIM/Newco Stock-Price Continues Increasing Post-MERGER:
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=133895958




















HHSE

[speckulater]

New VODwiz Partnership Amazon Digital Hosting Streaming Platform

4). NEW VODWIZ PARTNERSHIP - We are pleased, honored and excited to announce a new partnership with Amazon Digital to host the VODWIZ streaming platform - which is being tailored to fit the infrastructure of the Amazon Prime operations. This major development has breathed a hurricane of new life into VODWIZ, so watch for updates on this venture beginning next week...

BLOG: MERGER Update, New Releases, VODwiz Amazon Digital












Friday, August 18, 2017

HHSE Updates - Friday, August 18, 2017

Greetings HHSE Friends & Followers - Below are a few updates as requested by shareholders.

1). MERGER UPDATE - The stock-for-stock swap, as originally structured back in March, placed a value on the Crimson Forest assets side which ultimately could not be reasonably supported by independent valuations. Accordingly, the ratio of stock for HHSE shareholders under the Crimson merger will need to be adjusted in favor of HHSE shareholders maintaining a larger percentage of the combined stock issued - and therefore, a higher premium-to-market formula. These Crimson Forest asset valuation issues impacted their balance sheets as well as the ongoing auditing process, but now seem to be heading towards a final resolution in the next few days. It is likely (but not assured) that the Newco post-merger company will be branded under Crimson Forest World Media, Inc., symbol CFWM.

2). LEGAL UPDATES - Settlement in principal has been made with the producers of "UNION BOUND" through mutual legal counselors. Settlement also seems imminent (according to HHSE counsel) in the XVIII matter; meanwhile, in anticipation of resolution and settlement, counsel for XVIII has extended the time for HHSE to file a response until the end of August. No other legal matters represent a material issue impacting the company outside of the ordinary course of business.

3). NEW RELEASE ACTIVITIES - No formal theatrical re-launch date has been set for "BLOODFEAST" until the film receives the MPAA "R" rating (currently under appeal, after two rounds of editing). There are THREE significant theatrical releases from HHSE for Q4, however, in respect of the merger activities and co-branding with other distribution partners, these titles have not yet been formally announced. The first is opening in theatres Oct. 6 (so announcement needs to be done very soon). The second release is November 3 and the final release of these three is Dec. 1 - all are significant level theatrical openings. On the home video front, HHSE withheld / delayed the street dates to five titles that would otherwise have hit the video market during Q2 - and three additional titles that were slated for home video release during Q3. These titles will begin hitting the home video, V.O.D. and Electronic / Digital platforms in Q4 and Q1 (2018).

4). NEW VODWIZ PARTNERSHIP - We are pleased, honored and excited to announce a new partnership with Amazon Digital to host the VODWIZ streaming platform - which is being tailored to fit the infrastructure of the Amazon Prime operations. This major development has breathed a hurricane of new life into VODWIZ, so watch for updates on this venture beginning next week...

http://hannoverhousemovies.blogspot.com/2017/08/hhse-updates-friday-august-18-2017.html


















HHSE
Try the new Yahoo Mail

[speckulater]

SEC Filed 8-K: HHSE/CRIM MERGER Agreement, Business Plan








UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K


Item 1.01. Entry into a Material Definitive Agreement

On March 12, 2017, subject to regulatory approval and other financial considerations, the Board of Directors of Crimson Forest Entertainment Group, Inc., a Nevada corporation (“ Crimson ”), and the Board of Directors of Hannover House, Inc., a Wyoming corporation (“ HHSE ”), signed a Memorandum of Understanding to indicate the mutual intent to merge the operations of the two companies through a stock-for-stock swap. Based on reasonable valuations for both Crimson and HHSE, including current assets, new projects and goodwill, after approval of the merger the existing shareholders and managers of HHSE will collectively own approximately 57.1% of the combined stock, and the existing shareholders and managers of Crimson will collectively own approximately 42.9% of the combined stock. HHSE assets, including goodwill were valued at $17,029,250 and Crimson assets, including goodwill were valued at $12,870,750.

Per the terms of the Memorandum of Understanding, Crimson shall be required to promptly file all required quarterly and annual reports to restore its current trading status as a fully reporting equity. Upon the completion of these corporate compliance matters, Crimson and HHSE shall initiate the stock-for-stock swap and redemption. Based on the terms of the merger, HHSE shareholders will receive Crimson shares at a premium-to-market valuation. The effective date when the two companies expect to be operating on a defacto basis as a merged entity is May 1, 2017. Crimson and HHSE anticipate that regulatory approval of the merger shall occur shortly thereafter, and that full reporting compliance shall occur on or about May 15, 2017, after which time, HHSE shares shall be exchanged for Crimson shares at a market-to-value premium to be determined at the date of the redemption based on market pricing.

Following the merger, Crimson shall proceed with new financing for the combined entity, including presale funding for several high-profile feature films and general operating and releasing capital. Principal Officers, Directors and Managers for the combined company shall be Jonathan Lim (Chairman), Eric Parkinson (C.E.O.), Fred Shefte (President) and Tom Sims (Vice President).

In addition to seeking regulatory approval for the merger, Crimson has also applied with FINRA for approval of a new stock-trading ticker symbol, to differentiate the new (post-merger) company and operations from the prior activities of Crimson as primarily a production-oriented company.

The foregoing is a general description of the stock-for-stock swap Merger plan; it does not purport to be complete and is qualified in its entirety by reference to the Memorandum of Understanding (the “ MOU ”), which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated in this report by reference.

A copy of the joint press release issued by Crimson Forest Entertainment Group, Inc. and Hannover House, Inc. announcing the mutual intention to merge operations into one company, and the effectiveness of the Memorandum of Understanding is attached hereto as Exhibit 2.1 and incorporated herein by reference.

CRIM 8-K Dated 5/1/17
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/form8-k.htm


EXHIBIT 1.1
Short Form Memorandum of Understanding (“MOU”) Crimson Forest Entertainment Group, Inc. – Hannover House, Inc.
CORPORATE MERGER AGREEMENT & OUTLINE OF OPERATIONAL BUSINESS PLAN
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/ex1-1.htm

EXHIBIT 2.1
Joint Press Release Dated April 26, 2017
Crimson Forest and Hannover House Initiate Corporate Merger to Become Major Independent Distributor
https://www.sec.gov/Archives/edgar/data/1529516/000149315217004583/ex2-1.htm


https://www.sec.gov/cgi-bin/browse-edgar?company=crimson+forest&owner=exclude&action=getcompany



















HHSE