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Replies to post #103165 on Hannover House Inc (HHSE)
04/09/12 11:46 AM
The company is also one of a rare few, if not the only, company
that has both a "penalty" program for executives as well as the more
customary "bonus" structure.
"If the top managers of companies are to be rewarded for exemplary
performance," said CEO Eric Parkinson, "why shouldn't the converse
be true? We stand behind our responsibilities as managers of
Hannover House, and have shown our willingness to forfeit shares
under penalty if we do not meet specific thresholds. We believe
that good performance by managers should be rewarded, and bad
performance should be punished. We cannot think of a more
equitable policy that places the shareholders first."
ITEM 5 Management Discussion Regarding the Status and Strategy Concerning the
Completion of Two Years of Financial Audits for the Company.
The Principal Managers of the Company, specifically D. Frederick Shefte (President) and
Eric Parkinson (C.E.O.) held a management meeting on Monday, Dec. 5, 2011, to discuss the
status and strategy of the Audit project with Hogan Taylor.
Despite repeated calls, emails and written requests, the prior principals for the Company
(i.e., managers leading up to the time of the acquisition of Truman Press, Inc. / Hannover House,
which acquisitions occurred occurred in late 2009, effective as of Jan. 1., 2010), have not
provided supporting accounting or bank records for the Y/E 12-31-2009 or for any prior
reporting periods. Additionally, Company has since determined that prior management also
failed to file corporate tax returns from which essential audit beginning points could be
determined. Accordingly, it appears that sufficient data is not available for a full and complete
audit of activities for Target Development Group, Inc. to occur for the periods prior to new
management in 2010. In respect of the requirement for two (2) years of audited financials in
order to comply with most standards of “fully-reporting” status or for eligibility of a market
uplisting, management has determined that the best course is to perform the audits for the years
ending 12-31-2010 and 12-31-2011 instead of the prior plan of including Y/E/ 2009 as one of
the qualifying periods.
At present, all data and records for the Y/E 12-31-2010 have been compiled for Hogan
Taylor. With respect to the Y/E 12-31-2011, records have also been prepared and assembled
through 09/30/2011, and only four weeks remain in the current reporting quarter and year.
Therefore, in order to provide Hogan Taylor with sufficient supporting data for two (2)
full years, the decision was made to complete the audits for the full years 2010 and 2011. In
order to expedite the delivery of 2011 financials to Hogan Taylor, Company management will
endeavor to complete the Q4 reports by Feb. 1, 2012.
(4) ... As of Dec. 2, 2011, a determination was made to utilize Hogan
Taylor to conduct the two years of audits specifically for the years ending 12-31-2010 and 12-31-
2011 due to the lack of supporting documents and records relating to company activities prior to
the merger / purchase-acquisition with Hannover House (Jan. 2010).
The Company has completed an application with FINRA for the rebranding
of the share ticker symbol from the current "TDGI" to the new "HHSE."
The Company has also taken steps to engage a major market-maker for
the stock, in anticipation of the completion of the financial audits
for the years ending 2010 and 2011. In audit-related news, the company
has engaged a full-time Audit Control Manager, Lisa Purkayastha, to
implement new tracking and reporting systems to speed up future
compliance issues.
PART D / MANAGEMENT STRUCTURE AND FINANCIAL INFORMATION
Mr. Parkinson has voluntarily surrendered back to the 10
Company Treasury a total of 25,000,000 shares.
Mr. Shefte has voluntarily surrendered back to the Company
Treasury a total of 5,000,000 shares.
Management Comments Regarding Changes in Share Structure During Reporting Period:
1). Officers voluntarily surrendered a total of 20-million shares of stock during the reporting
period, specifically 15-million from Parkinson and 5-million from Shefte.
7). OFFICER FORFEITURE OF SHARES – During 2011, both Parkinson and Shefte
voluntarily surrendered shares personally owned or controlled by themselves back to Treasury
Stock. The purpose of this action was to create a balancing “punishment” for non-performance,
as compared to the customary public-company standard of only rewarding managerial success.
As of 12-31-2011, Parkinson did not achieve the revenue goals set for him by the Board of
Directors, and will permanently forfeit 10-million shares if the Company does not generate at
least $10-million in gross revenues by 12-31-2012. As of 12-31-2011, Shefte did not complete
the project management tasks assigned to him by the Board for the completion of the Company
audits, and has 5-million shares in jeopardy until this task is completed. None of the shares
forfeited by Parkinson or Shefte will be returned during calendar year 2012, even if the
performance thresholds for each have been achieved.
Discussion Item a). ENGAGEMENT OF “AUDIT MANAGER” POSITION AS POSSIBLE
TRANSITION INTO GENERAL MANAGER’S POST – At the recommendation of the
auditors, Company has created a new position of “Audit Manager” to work full-time at the
corporate offices. This position is envisioned to expedite the assembly and formatting of
information required for the audit. However, and in respect of the extensive business and
accounting experience of the individual engaged for this position (Lisa Purkayastha), both
Parkinson and Shefte agreed that this project may serve as an ideal opportunity to expand into a
“General Manager’s” position (in order to continue with new systems and maintain operational
infrastructures required for regular reporting deadlines as the company moves towards uplisting
and ongoing growth)
4). Conference Call – As discussed at Company’s Annual Shareholder’s Meeting in
January, Company is organzing a Quarterly “Shareholder’s Conference Call” to discuss
these and other, relevant issues of concern with qualified Shareholders and investors. A
separate filing and press release will be posted this week to disclose the details of the
Conference Call, and the manner for submitting questions.
5). New Release Schedule – At the request of Shareholders, Company will release a
more formal schedule of current and upcoming title releases by month for 2012.
6). Market Maker – At the request of Shareholders, Company will expeditiously
move to complete the agreement for the engagement of a “Market Maker” in the
Company’s stock, which negotiations are already in process.
7). New Symbol Change to “HHSE”– At the request of Shareholders, Company
will provide an update and timeline for the expected date of formal rebranding of the
stock to “HHSE.
04/09/12 11:47 AM
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