HHSE JSJ Amended Complaint

FILED
DALLAS COUNTY
2/3/2016 1:24:18 PM
FELICIA PITRE
DISTRICT CLERK
CAUSE NO. DC-15-12368

JSJ INVESTMENTS INC.
Plaintiff,
v.
HANNOVER HOUSE, INC.,
Defendant.
IN THE DISTRICT COURT OF
DALLAS COUNTY, TEXAS
162ND JUDICIAL DISTRICT
PLAINTIFFS FIRST AMENDED ORIGINAL PETITION

Plaintiff JSJ Investments Inc. (JSJ), hereby files this First Amended Original
Petition (the Amended Petition) in lieu of its Original Petition filed on October 8, 2015,
against Defendant Hannover House, Inc. (Hannover), and respectfully states as follows:
DISCOVERY CONTROL PLAN
1.
Plaintiff requests that discovery be conducted under Level 2 of Texas Rule
of Civil Procedure 190.3 because this suit involves monetary damages exceeding $100,000
including court costs, prejudgment interest, and attorney fees.
NATURE OF THE CASE
2.
This lawsuit arises out of several promissory Notes (the Notes) issued by
Hannover to JSJ. The First Note was dated July 15, 2014, in the amount of $25,000 (the
First Note). The First Note had a six month term, making it due on January 15, 2015.
The Second Note was dated November 7, 2014, in the amount of $15,000.00 (the Second
Note) and had a maturity date of November 7, 2015. The Third Note was issued on
November 14, 2014, in the amount of $23,000.00 (the Third Note) and had a maturity
date of November 14, 2015. The Fourth Note was dated April 15, 2015, in the amount of
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$33,000.00 (the Fourth Note) and is due on April 15, 2016. Finally, the Fifth Note was
issued on June 10, 2015 in the amount of $50,000.00 (the Fifth Note) and is due on June
10, 2016. Each of the First Note, Second Note, Third Note, Fourth Note and Fifth Note
shall be referred to herein collectively as the Notes.
3.
Hannover is a publicly-traded company whose shares trade on the OTC
Markets under the symbol HHSE. The Notes are convertible, at the option of JSJ, into
discounted shares of Hannover, at a 50% discount to the trading price at the time of
conversion. By the terms of each of the Notes, JSJ is entitled to convert at any time, i.e.,
JSJ need not wait until the Note matures.
4.
On September 14, 2015, JSJ delivered to Hannover a notice for the
conversion of $10,000.00 of the First Note into 5,000,000 shares of common stock based
upon the conversion terms set forth in the First Note. Hannover failed to deliver the
common stock within three business days of receipt of the notice.
5.
Furthermore, all of the Notes contain a Reservation of Shares clause that
requires Hannover to reserve and keep available enough common stock to effect
conversion of all the outstanding principal of the Notes. Hannover has failed to do so, and
is therefore in default.
6.
Because no stock was delivered to JSJ and Hannover has not increased the
amount of shares held in reserve, Events of Default have occurred. Because of the Events
of Default, JSJ is entitled to various components of damages under the Note, including the
recovery of principal amounts of the Notes, additional common stock as liquidated
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damages, the payment of JSJs attorney fees in connection with efforts to enforce its rights
(regardless of the outcome of the litigation), and default interest, among other remedies.
PARTIES
7.
Plaintiff JSJ Investments Inc. is a Texas corporation with its principal place
of business in Dallas County, Texas.

8.
Hannover House, Inc. is a corporation organized and existing under the laws
of Wyoming, whose principal office is located at 1428 Chester St., Springdale, Arkansas
72764,
and
may
be
served
with
process
through
its
registered
agent
WyomingRegisteredAgent.com, Inc., 1621 Central Ave, Cheyenne, WY 82001.

JURISDICTION AND VENUE
9.
Defendant is subject to the jurisdiction of this Court under the Texas long-
arm statute and federal and state due process standards. Hannover contracted with JSJ, a
Texas resident, and the contract was performed in whole or in part by JSJ, which funded
each of the Notes, in Texas. Plaintiffs claims arise out of and relate to actions or conduct
Defendant purposefully directed against JSJ, a Texas corporation. Hannover took dominion
over funds that were advanced from a Texas bank account.
10.
Moreover, each of the Notes contain a provision whereby Hannover
consented to the jurisdiction of the courts in Texas and agreed not to assert any claim that
is not subject to jurisdiction here or that Texas is an inconvenient forum for the dispute.
11.
In each of the Notes, Hannover consented to waive service of process and
accept process by certified mail or overnight courier.
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12.
Plaintiff seeks damages in excess of the minimum jurisdictional limit of this
13.
Venue is mandatory in Dallas County pursuant to TEX. CIV. PRAC. & REM.
Court.
CODE 15.002(a)(1) & (4). A substantial part of the events giving rise to this claim
occurred in Dallas County.
STATEMENT OF FACTS
14.
JSJ is a private investment firm that provides financing to companies whose
stock trades on OTC Markets. It provides financing through convertible notes whereby the
notes can be converted at any time, at JSJs option, to common stock at a discount to the
trading price.
15.
Hannover was one of the companies to whom JSJ provided financing through
the Notes.
THE NOTES
16.
The First Note was dated July 15, 2014, in the amount of $25,000. The First
Note had a six month term, making it due on January 15, 2015. See Exhibit A, which is
attached and incorporated by reference. The Second Note was dated November 7, 2014,
in the amount of $15,000.00 and had a maturity date of November 7, 2015. See Exhibit B,
which is attached and incorporated by reference. The Third Note was issued on November
14, 2014, in the amount of $23,000.00 and had a maturity date of November 14, 2015. See
Exhibit C, which is attached and incorporated by reference. The Fourth Note was dated
April 15, 2015, in the amount of $33,000.00 and is due on April 15, 2016. See Exhibit D,
which is attached and incorporated by reference. Finally, the Fifth Note was issued on
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June 10, 2015 in the amount of $50,000.00 and is due on June 10, 2016. See Exhibit E,
which is attached and incorporated by reference.
CONVERSION OF STOCK
17.
All of the Notes provide a provision where, at any time before or after
maturity, the debt is convertible into shares at a 50% discount. The conversion price of the
stock is calculated slightly differently under each of the Notes, but they are all based in
some form or fashion on the closing price of Hannovers stock for a certain period of time.
18.
The Notes require Hannover to deliver stock in a timely manner, and within
three business days of receipt of a conversion notice.

19.
On September 14, 2015, JSJ delivered to Hannover a conversion notice
("Conversion Notice") for the conversion of $10,000.00 of the First Note into 5,000,000
shares ("Conversion Shares") of Hannovers common stock. A copy of the Conversion
Notice is attached as Exhibit F and incorporated by reference.
20.
Hannover did not provide the Conversion Shares within three business days
of receipt of the Conversion Notice, as required by its representations, covenants or

warranties in the Note.
RESERVATION OF SHARES
21.
The Notes contain a critical provision entitled Reservation of Shares. Each
Notes reservation clause generally provides that Hannover must reserve enough shares of
Common Stock to effect the conversion of all of the principal amount of the Note then
outstanding. See Exs. A-E at 7. The reservation of shares is an essential and material
part of the Notes because JSJ operates its business by lending money to public companies,
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converting the debt into discounted shares, and selling the stock in the public markets.
Without sufficient shares available to convert, JSJ would not be able to sell stock when it
is most optimal to do so.
22.
Upon information and belief, Hannover has failed to maintain a sufficient
amount of shares in reserve to fully satisfy the outstanding principal of the Notes. JSJ has
notified Hannover of this deficit. Hannover has failed to remedy the shortfall and bring
itself into compliance with the Reservation of Shares clause within 30 days, as required by
all of the Notes. See id. at 10.
EVENTS OF DEFAULT
23.
Under the terms of the Notes, Events of Default include: (i) a default for 10
days in paying interest or Default Interest on the Notes; (ii) a default in paying the principal
amount of the debt when due; (iii) the failure by Hannover for 30 days to comply with any
material provision of the Notes; or (iv) breach of any covenant, representation, or warranty
in the Notes. See id.
24.
As Hannover has continued to fail to deliver the Conversion Shares to JSJ,
pursuant to Section 2(e)(5) of the First Note, on or before September 18, 2015, Hannover
became liable for liquidated damages of 1,250,000 shares of its common stock for failure
to deliver the Conversion Shares. Hannover continues to incur additional liquidated
damages in the amount of 1,250,000 shares of Hannovers common stock for every five
business days after September 18, 2015 that it fails to deliver the Conversion Shares.
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25.
In addition, because Events of Default have occurred in regards to the
reservation of shares under each of the Notes, JSJ is entitled to claim the outstanding
principal of each Note, any accrued interest as well as default interest.
26.
JSJ has suffered and will continue to suffer lost profits and consequential
damages due to Hannovers failure to deliver the Conversion Shares and maintain a
sufficient reserve of common stock for each of the Notes.
CAUSES OF ACTION
COUNT ONE: BREACH OF CONTRACT AS TO THE FIRST NOTE
27.
Plaintiff repeats and re-alleges the allegations set forth in all preceding
paragraphs of this Amended Petition as if fully set forth herein.

28.
The First Note is a valid and binding contract.
29.
JSJ performed all of its obligations under the First Note.
30.
Hannover breached its obligations under the First Note by failing to honor
JSJs demand for conversion of stock within three days.

31.
As a direct and proximate cause of Hannovers breach of contract, Plaintiff
has suffered damages from the loss of $25,000 in principal, plus interest and lost profits
from not being able to sell converted stock on the public market.
COUNT TWO: BREACH OF CONTRACT AS TO THE FIRST NOTE
32.

33.
The First Note is a valid and binding contract.
34.
JSJ performed all of its obligations under the First Note.
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35.
Hannover breached its obligations under the First Note by failing to maintain
a reserve for a sufficient amount of common stock to satisfy the outstanding principal
amount, plus interest, of the First Note and by not remedying the shortfall within 30 days
of notice from JSJ.
36.
has suffered damages from the loss of $25,000 in principal, plus interest and lost profits
from not being able to sell converted stock on the public market.
COUNT THREE: PROMISSORY ESTOPPEL AS TO THE FIRST NOTE
37.
In the alternative, Hannover made a promise to honor the Conversion Notice
and to provide common stock, including any penalties to JSJ in exchange for financing.
38.
Based on their previous dealings and customary practice, JSJ reasonably and
substantially relied on Hannovers promises to JSJs detriment.

39.
But for these promises, JSJ would not have provided financing to Hannover.
40.
JSJs reliance on Hannovers promises was detrimental because JSJ has
suffered damages in the amount of $25,000, plus interest, and has lost the opportunity to
provide financing to other actual and potential clients.
41.
By issuing the First Note to JSJ, it was foreseeable to Hannover that JSJ
would rely on this contract and provide the agreed upon financing.
42.
Injustice can only be avoided by enforcing Hannovers promises to JSJ.

COUNT FOUR: PROMISSORY ESTOPPEL AS TO THE FIRST NOTE
43.
In the alternative, Hannover made a promise to JSJ to reserve a sufficient
amount of common stock to satisfy the outstanding amount of the First Note in exchange
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for financing from JSJ.

44.

45.
46.
suffered damages in the amount of $25,000, plus interest, and has lost the opportunity to
provide financing to other actual and potential clients.
47.
By issuing the First Note to JSJ, it was foreseeable to Hannover that JSJ
48.

COUNT FIVE: BREACH OF CONTRACT AS TO THE SECOND NOTE
49.

50.
The Second Note is a valid and binding contract.
51.
JSJ performed all of its obligations under the Second Note.
52.
Hannover breached its obligations under the Second Note by failing to
maintain a reserve for a sufficient amount of common stock to satisfy the outstanding
principal amount, plus interest, of the Second Note and by not remedying the shortfall
within 30 days of notice from JSJ.
53.
has suffered damages in the amount of $15,000.00, plus interest and lost profits from not
being able to sell converted stock on the public market.
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COUNT SIX: PROMISSORY ESTOPPEL AS TO THE SECOND NOTE

54.
amount of common stock to satisfy the outstanding amount of the Second Note in exchange
55.

56.
57.
suffered damages in excess of $15,000 and lost the opportunity to provide financing to
other actual and potential clients.
58.
By issuing the Second Note to JSJ, it was foreseeable to Hannover that JSJ
59.

COUNT SEVEN: BREACH OF CONTRACT AS TO THE THIRD NOTE
60.

61.
The Third Note is a valid and binding contract.
62.
JSJ performed all of its obligations under the Third Note.
63.
Hannover breached its obligations under the Third Note by failing to
principal amount, plus interest, of the Third Note and by not remedying the shortfall within
30 days of notice from JSJ.
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64.
COUNT EIGHT: PROMISSORY ESTOPPEL AS TO THE THIRD NOTE
65.
amount of common stock to satisfy the outstanding amount of the Third Note in exchange
66.

67.
68.
69.
By issuing the Note to JSJ, it was foreseeable to Hannover that JSJ would
rely on this contract and provide the agreed upon financing.

70.

COUNT NINE: BREACH OF CONTRACT AS TO THE FOURTH NOTE
71.

72.
The Fourth Note is a valid and binding contract.
73.
JSJ performed all of its obligations under the Fourth Note.
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74.
Hannover breached its obligations under the Fourth Note by failing to
principal amount, plus interest, of the Fourth Note and by not remedying the shortfall
within 30 days of notice from JSJ.
75.
COUNT TEN: PROMISSORY ESTOPPEL AS TO THE FOURTH NOTE
76.
amount of common stock to satisfy the outstanding amount of the Fourth Note in exchange
77.

78.
79.
80.
By issuing the Fourth Note to JSJ, it was foreseeable to Hannover that JSJ
81.
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COUNT ELEVEN: BREACH OF CONTRACT AS TO THE FIFTH NOTE

82.

83.
The Fifth Note is a valid and binding contract.
84.
JSJ performed all of its obligations under the Fifth Note.
85.
Hannover breached its obligations under the Fifth Note by failing to maintain
a reserve for a sufficient amount of common stock to satisfy the outstanding principal
amount, plus interest, of the Second Note and by not remedying the shortfall within 30
days of notice from JSJ.
86.
COUNT TWELVE: PROMISSORY ESTOPPEL AS TO THE FIFTH NOTE
87.
amount of common stock to satisfy the outstanding amount of the First Note in exchange
88.

89.
90.
PAGE 13
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91.
By issuing the Note to JSJ, it was foreseeable to Hannover that JSJ would
rely on this contract and provide the agreed upon financing.

92.

EQUITABLE RELIEF
93.
In the alternative to monetary damages, JSJ seeks the equitable relief of
specific performance of the contract. JSJ seeks to require Hannover to honor its Notice of
Conversion by providing 5,000,000 shares of its common stock plus 25,000,000 additional
shares under the liquidated damages provisions of the First Note, as of January 29, 2016,
with additional liquidated damages to be assessed until JSJ obtains full and complete relief.
94.
JSJ has no other adequate remedy of law for damages and damages would be
inadequate compensation because damages take away JSJs contractual right to possess
Hannovers common stock and thereby JSJs ability to time the sale of the common stock
to maximize its potential profit.
95.
JSJ was ready, willing and able to perform its duties under the Note and
actually did perform under the First Note by providing $25,000.00 in financing to
Hannover.
96.
In addition, JSJ seeks liquidated damages in the form of 30,000,000 shares
of common stock, under an enforceable liquidated-damages clause in the First Note, plus
additional liquidated damages while this action is pending. The parties agreed when they
executed the First Note that the harm caused by any breach or default was difficult to
estimate and the proper method to compensate for that breach would be conferring
additional stock every five business days until the default was cured.
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pet. p. 14
ATTORNEYS FEES
97.
Under the terms of the Notes, Plaintiff is entitled to recover reasonable and
necessary attorney fees for prosecuting this suit under the provisions of each Note. Plaintiff
has complied with all the requirements to recover attorney fees under these provisions.
CONDITIONS PRECEDENT
98.
All conditions precedent to Plaintiffs claim for relief have been performed
or have occurred.
REQUEST FOR DISCLOSURE
99.
Under Texas Rule of Civil Procedure 194, Plaintiff requests that Defendant
disclose, within 50 days of the service of this request, the information or material described
in Rule 194.2.
PRAYER FOR RELIEF
100.
For all of the foregoing reasons, Plaintiff respectfully prays that Defendant
be cited to appear and answer herein, and that upon trial of this cause, judgment be entered
in its favor, and against Defendant for the following:
a.
Actual damages in the amount of $146,000.00;
b.
Lost profits;
c.
specific performance of the Notes conversion and liquidated

damages provisions;
d.
pre-judgment and post-judgment interest at the highest rate allowed

by law;
e.
attorneys fees;
PAGE 15
pet. p. 15
f.
costs of court; and
g.
all such further relief to which Plaintiff is entitled at law and in equity.
February 3, 2016
Respectfully submitted,
REID COLLINS & TSAI LLP
1301 S. Capital of Texas Hwy
Building C, Suite 300
Austin, TX 78746
T: 512-647-6100
F: 512-647-6129
/s/ Sean D. Johnson
Sean D. Johnson
Texas Bar No. 24055746
sjohnson@rctlegal.com
Attorneys for Plaintiff
CERTIFICATE OF SERVICE
I certify that, on February 3, 2016, a copy of Plaintiffs First Amended Petition was
served on Defendants counsel of record, James B. Carroll, by fax at 214-540-1210.
/s/ Sean D. Johnson
Sean D. Johnson
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EXHIBIT A
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EXHIBITB
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EXHIBITC
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EXHIBITD
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EXHIBITE
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EXHIBITF
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Conversion Notice
Reference is made to the Convertible Promissory Note issued by Hannover House, Inc. (the "Note"), dated July 15, 2014 in the
principal amount of $25,000 with 12% interest. This note currently holds a principal balance of $25,000.00 and accrued
interest in the amount of $3,501.37. The features of conversion stipulate a Conversion Price the lower of (i) a 50% discount to
the lowest daily trading price for the previous twenty (20) trading days to the date of Conversion; or (ii) a 50% discount to
the lowest daily trading price for the previous twenty (20) trading days before the date that this note was executed, pursuant
to the provisions held forth in Section 2(a)(2) of the Note.
In accordance with and pursuant to the Note, the undersigned hereby elects to convert $10,000.00 of the principal and
interest balance of the Note, indicated below into shares of Common Stock (the "Common Stock"), of the Company, by
tendering the Note specified as of the date specified below.
Date of Conversion: September 14, 2015
Please confirm the following information:
Conversion Amount: $10,000.00
Conversion Price: $0.002 (50% discount from $0.004)
Number of Common Stock to be issued: 5,000,000
Current Issued/Outstanding: 663,227,212
Please issue the Common Stock into which the Note is being converted in the name of the Holder of the Note and send the
Physical Certificate via Overnight Courier to:
(Please include a note saying: JSJ investments, Scottsdale Capital Advisors, Acct # 480267970, with physical cert)
Alpine Securities
39 Exchange Place
Salt Lake City, Utah
84111
Holder Authorization:
JSJ Investments Inc.
6060 North Central Expressway, Suite 500
Dallas, TX 75206
888-503-2599
*Do not send certificates to this address
Tax ID: 20-2122354
Sameer Hirji, President

September 14, 2015
PLEASE BE ADVISED, pursuant to Section 2(e)(2) of the Note, Upon receipt by the Company of a copy of the Conversion
Notice, the Company shall as soon as practicable, but in no event later than one (1) Business Day after receipt of such
Conversion Notice, SEND, VIA EMAIL, FACSIMILE OR OVERNIGHT COURIER, A CONFIRMATION OF RECEIPT OF SUCH
CONVERSION NOTICE TO SUCH HOLDER INDICATING THAT THE COMPANY WILL PROCESS SUCH CONVERSION NOTICE
IN ACCORDANCE WITH THE TERMS HEREIN. Within two (2) Business Days after the date of the Conversion Confirmation,
the Company shall have issued and electronically transferred the shares to the Broker indicated in the Conversion Notice;
should the Company be unable to transfer the shares electronically, they shall, within two (2) Business Days after the date of
the Conversion Confirmation, have surrendered to FedEx for delivery the next day to the address as specified in the
Conversion Notice, a certificate, registered in the name of the Holder, for the number of shares of Common Stock to which
pet. p. 84
the Holder shall be entitled.

HHSE JSJ Amended Complaint

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FILED

CAUSE NO. DC-15-12368

IN THE DISTRICT COURT OF

DALLAS COUNTY, TEXAS

162ND JUDICIAL DISTRICT

PLAINTIFFS FIRST AMENDED ORIGINAL PETITION

Plaintiff requests that discovery be conducted under Level 2 of Texas Rule

PLAINTIFFS FIRST AMENDED ORIGINAL PETITION

Hannover is a publicly-traded company whose shares trade on the OTC

On September 14, 2015, JSJ delivered to Hannover a notice for the

Furthermore, all of the Notes contain a Reservation of Shares clause that

PLAINTIFFS FIRST AMENDED ORIGINAL PETITION

of business in Dallas County, Texas.

WyomingRegisteredAgent.com, Inc., 1621 Central Ave, Cheyenne, WY 82001.

Moreover, each of the Notes contain a provision whereby Hannover

In each of the Notes, Hannover consented to waive service of process and

accept process by certified mail or overnight courier.

PLAINTIFFS FIRST AMENDED ORIGINAL PETITION

Plaintiff seeks damages in excess of the minimum jurisdictional limit of this

JSJ is a private investment firm that provides financing to companies whose

PLAINTIFFS FIRST AMENDED ORIGINAL PETITION

three business days of receipt of a conversion notice.

On September 14, 2015, JSJ delivered to Hannover a conversion notice

of receipt of the Conversion Notice, as required by its representations, covenants or

The Notes contain a critical provision entitled Reservation of Shares. Each

PLAINTIFFS FIRST AMENDED ORIGINAL PETITION

Upon information and belief, Hannover has failed to maintain a sufficient

As Hannover has continued to fail to deliver the Conversion Shares to JSJ,

PLAINTIFFS FIRST AMENDED ORIGINAL PETITION

In addition, because Events of Default have occurred in regards to the

paragraphs of this Amended Petition as if fully set forth herein.

The First Note is a valid and binding contract.

JSJ performed all of its obligations under the First Note.

JSJs demand for conversion of stock within three days.

As a direct and proximate cause of Hannovers breach of contract, Plaintiff

paragraphs of this Amended Petition as if fully set forth herein.

The First Note is a valid and binding contract.

JSJ performed all of its obligations under the First Note.

PLAINTIFFS FIRST AMENDED ORIGINAL PETITION

As a direct and proximate cause of Hannovers breach of contract, Plaintiff

In the alternative, Hannover made a promise to honor the Conversion Notice

substantially relied on Hannovers promises to JSJs detriment.

JSJs reliance on Hannovers promises was detrimental because JSJ has

Injustice can only be avoided by enforcing Hannovers promises to JSJ.

In the alternative, Hannover made a promise to JSJ to reserve a sufficient

PLAINTIFFS FIRST AMENDED ORIGINAL PETITION

for financing from JSJ.

substantially relied on Hannovers promises to JSJs detriment.

JSJs reliance on Hannovers promises was detrimental because JSJ has

Injustice can only be avoided by enforcing Hannovers promises to JSJ.

paragraphs of this Amended Petition as if fully set forth herein.

The Second Note is a valid and binding contract.

JSJ performed all of its obligations under the Second Note.

Hannover breached its obligations under the Second Note by failing to

As a direct and proximate cause of Hannovers breach of contract, Plaintiff

PLAINTIFFS FIRST AMENDED ORIGINAL PETITION

COUNT SIX: PROMISSORY ESTOPPEL AS TO THE SECOND NOTE

In the alternative, Hannover made a promise to JSJ to reserve a sufficient

substantially relied on Hannovers promises to JSJs detriment.

JSJs reliance on Hannovers promises was detrimental because JSJ has

Injustice can only be avoided by enforcing Hannovers promises to JSJ.

paragraphs of this Amended Petition as if fully set forth herein.

The Third Note is a valid and binding contract.