Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 16, 2020

 

HANNOVER HOUSE, INC.

(Exact name of registrant as specified in its charter)

 

Wyoming		000-28723		91-1906973
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

355 N. College Ave
Fayetteville, AR		72701
(Address of principal executive offices)		(Zip Code)

 

818-481-5277

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[X]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

As of the date of this filing, Issuer Hannover House, Inc. (symbol OTC: HHSE) has not yet registered its securities. The company’s stock shares are currently being traded on the OTC Markets Pinksheets Exchange. Issuer is in the process of completing the filing of a Form 10 Registration imminently, after which time, the company’s shares will become registered with the Securities and Exchange Commission.

 

 

 

 

 

Section 1 - Registrant’s Business and Operations

 

Item 1.01 Entry into a Material Definitive Agreement.

 

NOT APPLICABLE

 

Item 1.02 Termination of a Material Definitive Agreement.

 

NOT APPLICABLE

 

Item 1.03 Bankruptcy or Receivership.

 

NOT APPLICABLE

 

Item 1.04 Mine Safety – Reporting of Shutdowns and Patterns of Violations.

 

NOT APPLICABLE

 

Section 2 - Financial Information

 

Company’s balance sheet and notes as of the 12-month period ending Dec. 31, 2019 are included in this information filing under Section 9 below.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

SEE ITEM 1.01-A above.

 

Item 2.02 Results of Operations and Financial Condition.

 

SEE SECTION 9

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

NOT APPLICABLE

 

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

 

NOT APPLICABLE

 

Item 2.05 Costs Associated with Exit or Disposal Activities.

 

NOT APPLICABLE

 

Item 2.06 Material Impairments.

 

NOT APPLICABLE

 

Section 3 - Securities and Trading Markets

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

NOT APPLICABLE

 

Item 3.02 Unregistered Sales of Equity Securities.

 

NOT APPLICABLE

 

Item 3.03 Material Modification to Rights of Security Holders.

 

SEE EXHIBIT “1” – Minutes of the Board of Directors Meeting

 

 

 

Section 4 - Matters Related to Accountants and Financial Statements.

 

NOT APPLICABLE

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

NOT APPLICABLE

 

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

 

NOT APPLICABLE

 

Section 5 - Corporate Governance and Management

 

Item 5.01 Changes in Control of Registrant.

 

SEE EXHIBIT “1” – Minutes of the Board of Directors Meeting

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

NOT APPLICABLE

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

SEE EXHIBIT “1” – Minutes of the Board of Directors Meeting

 

Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

 

NOT APPLICABLE

 

Section 5.06 -Change in Shell Company Status.

 

NOT APPLICABLE

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

NOT APPLICABLE

 

Item 5.08 Shareholder Director Nominations

 

NOT APPLICABLE

 

Section 6 -Asset-Backed Securities.

 

NOT APPLICABLE

 

Item 6.01 ABS Informational and Computational Material.

 

NOT APPLICABLE

 

Item 6.02 Change of Servicer or Trustee.

 

NOT APPLICABLE

 

 

 

Item 6.03 Change in Credit Enhancement or Other External Support.

 

NOT APPLICABLE

 

Item 6.04 Failure to Make a Required Distribution.

 

NOT APPLICABLE

 

Item 6.05 Securities Act Updating Disclosure.

 

SEE EXHIBIT “1” – Minutes of the Board of Directors Meeting

 

Item 6.06 Static Pool.

 

NOT APPLICABLE

 

Section 7 - Regulation FD

 

NOT APPLICABLE

 

Item 7.01 Regulation FD Disclosure.

 

NOT APPLICABLE

 

Section 8 - Other Events

 

Item 8.01 Other Events.

 

Section 9 - Financial Statements and Exhibits

 

1). Minutes of the Board of Directors Meeting of Nov. 10, 2020, dealing with a discussion and actions regarding an upcoming Form 10-12(g) Registration Filing, as well as a proposed offering of securities under a S1 Registration. .

 

Item 9.01 Financial Statements and Exhibits.

 

NOT APPLICABLE

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	HANNOVER HOUSE, INC.
	(Registrant)
Date: November 16, 2020
	/s/ Eric F. Parkinson
	By:	ERIC F. PARKINSON
		Chairman, C.E.O. & Secretary

 

 

 

EXHIBIT INDEX

 

Exhibit A		Description
1		Minutes of the Board of Directors Meeting of Nov. 10, 2020