ADJUSTMENT A/S RESERVE SHARES S-1 MYFLIX CREDIT LINE
$4m LOC Collateral at .05/share: from MyFlix Finance Partner Group
12/19/2021
Management Discussion and Analysis
Including
MINUTES OF THE BOARD OF DIRECTORS MEETING - Dec. 15, 2021
A special meeting of the Board of Directors of Hannover House, Inc. was held on Wednesday, December 15, 2021 telephonically at 9:30-am CST. The purpose of this meeting was to discuss comments from securities counsel with respect to a credit line opportunity for MyFlix, as well as disclosures regarding existing and anticipated transactions for which shares may be issued and must therefore be held "in reserve" under the company's stock structure. The following items describe the issues addressed, and where indicated, the actions taken by the Board.
REVIEW OF EXISTING AND ANTICIPATED TRANSACTIONS FOR WHICH COMPANY SHARES MAY BE ISSUED-The Board reviewed a chart listing the existing share structure (both "restricted" and "unrestricted" shares issued), along with a summary of existing and anticipated transactions for which shares may be required to be issued. This chart is attached hereto as Exhibit "A." In respect of the requirement by counsel to adjust the company's share structure and stock treasury reserves - as a compliance requirement for the Form 10 registration - the Board agreed that the company's stock structure should be adjusted.
DISCUSSION & APPROVAL OF ADJUSTMENT (INCREASE) IN TOTAL AUTHORIZED SHARES In respect of the compliance requirement to reserve shares for existing and anticipated transactions for which shares may be issued, the Board of Directors agreed unanimously to revise Article four (4) of the company's corporate by-laws as filed with the Wyoming Secretary of State to authorize an increase in total Common Stock shares to the level of one-billion-one-hundred-million (1,100,000,000). The resolution and State of Wyoming filing to adjust the company's by-laws to accommodate this change in share structure is attached hereto as Exhibit "B."
OBO AND NOBO SHAREHOLDERS LIST-The Board approved the action and costs to obtain the current, full and detailed Shareholder's List (Non-ObjectingBeneficial Owners) including the names and addresses for all shareholders of Hannover House, Inc., as recorded by Broadridge Financial Solutions, Inc. as of Dec. 15, 2021, and as part of the Form 10 compliance and representations by the company.
There being no further issues addressed at this meeting, the Board adjourned at 10:20-am.).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on the Minutes of the Board of Directors Meeting of Hannover House, Inc. to be signed on its behalf by the undersigned hereunto duly authorized.
HANNOVER HOUSE, INC. (Registrant)
Date: December 15, 2021
/s/ Eric F. Parkinson
By:ERIC F. PARKINSON
Chairman, C.E.O., President & Secretary
Exhibit "A"
Hannover House, Inc.
Chart of Existing Stock In Issue - Including ventures for which shares may be issued and are therefore being "reserved" within company's treasury stock (as of Dec. 15, 2021)
Notes:
1). Morten Stisen, Jim Durm and Nordic Food Service APS are each entitled to receive unrestricted stock shares as per the above chart; however, all three parties have indicated to HHSE management that they plan to hold onto their shares as a long-term investment. HHSE management can make no representation, warranty or guarantee that these recipients of unrestricted shares will adhere to their stated plan for a long-term hold, but the company has elected to share this information in support of the policy of full disclosure to the maximum extent allowable.
2). "MyFlix Finance Partner Group" is a dba of an entertainment-media company that is in negotiations with HHSE regarding a $4-mmline-of-credit for the launch of the MyFlix portal and APP. As presently structured the terms of the credit line allow for the option to convert any or all of the unpaid balance (after 18-months) into HHSE restricted stock shares at the established price of $.05 / share. As this venture is still being negotiated, it is possible that some terms may be revised; however, counsel is advising HHSE to reserve the maximum number of shares that could be called upon in the event that no amount of the credit line is repaid. Previous information included about this entity has been deleted from this disclosure, due to concerns of a proprietary, public company nature. Upon final execution, HHSE will provide a separate disclosure filing detailing the terms of the venture and the parties involved, per S.E.C. and OTC Markets disclosure guidelines.
3). Collateral share certificates previously issued over seven years ago to John Herklotz and to TCA Global Master Fund are in the process of being cancelled and returned to treasury stock - due to the cancellation and conclusion (respectively) of the ventures for which these certificates were originally issued.
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