Generation Hemp, Inc. - FORM S-1/A

Attached files

file	filename
EX-23.1 - EXHIBIT 23.1 - Generation Hemp, Inc.	hometreass3ex231_12282011.htm
EX-10.2 - EXHIBIT 10.2 - Generation Hemp, Inc.	hometreass1a4_ex102.htm
EX-5.1 - EXHIBIT 5.1 - Generation Hemp, Inc.	hometreass3ex51_12282011.htm

As filed with the Securities and Exchange Commission on December 30, 2011

Registration No. 333-176154

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON D.C. 20549

____________________________

FORM S-1/A

(Amendment No. 3)

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_____________________________

Home Treasure Finders, Inc.

(Name of small business issuer in its charter)

Colorado	_____________________	_____________________
(State or other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Home Treasure Finders, Inc.

3412 West 62nd Avenue

Denver, Colorado 80221

(Address and telephone number of principal executive offices and principal place of business)

Corey Wiegand, President

Home Treasure Finders, Inc.

3412 West 62nd Avenue

Denver, Colorado 80221

(720) 273-2398

(Name, address and telephone number of agent for service)

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:

From time to time after this Registration Statement becomes effective.

If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _________

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o

Smaller reporting company x

Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Number of Shares to be registered		Proposed maximum offering price per share (1) (2)		Proposed maximum aggregate offering price			Amount of registration fee

Common Stock, no par value		4,025,800	$	0.10	$	402,580	$	45.58

Total Registration Fee			$	0.10	$	402,580	$	45.58

____________________

(1)	Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(e) under the Securities Act of 1933.
(2)	Calculated in accordance with Rule 457(g)(1). Paid previously.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this Prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement is filed with the Securities and Exchange Commission and becomes effective. This Prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION, DATED DECEMBER __, 2011.

Home Treasure Finders, Inc.

4,025,800 Shares of Common Stock

This is the initial registration of our common stock

The prospectus relates to:

1.	The sale by us of a minimum of 300,000 shares of common stock up to a maximum of 600,000 shares of common stock at a purchase price of $0.10 per share (“The Primary Offering”). The minimum purchase amount is $200 to purchase a minimum of 2,000 shares.

The resale of up to 3,425,800 shares of our common stock. The selling shareholders will sell their shares at a fixed price of $.10 per share until the shares are quoted on the OTCBB or OTCQB, if at all, thereafter at prevailing market prices or privately negotiated prices. (“The Resale Offering”).The significant shareholders, Corey Wiegand and Bristlecone Associates, LLC are deemed “underwriters’ and will sell their shares at $0.10 per share for the duration of this offering.

The primary offering shall commence upon the date first declared effective and continue for a period of one year.

We may extend the primary offering for an additional 90 business days unless the offering is completed or otherwise terminated by us.

This Offering is conditioned upon our raising at least $30,000. Until a minimum of $30,000 is raised by us by selling a minimum of 300,000 shares of our common stock offered in this prospectus (the "Minimum Offering"), all payments for shares will be deposited into an escrow account with Standard Registrar and Transfer Agency, Albuquerque, New Mexico. If $30,000 is not raised in this Offering, all payments deposited in the escrow account will be promptly refunded in full, without interest and without any deduction for expenses. Once $30,000 is raised in this Offering, all funds held in escrow will be released to us and we will continue to sell shares up to the maximum amount of 600,000 shares at a total sales price to the public of $60,000.

Our common stock is not traded on any national securities exchange and is not quoted on any over-the-counter market. If our shares become quoted on the Over-The-Counter Bulletin Board or OTCQB, sales by shareholders other than the significant shareholders will be made at prevailing market prices or privately negotiated prices. We cannot provide any assurance that our common stock will ever be traded on the OTC Bulletin Board or on any stock exchange.

The securities offered in this prospectus involve a high degree of risk. See "Risk Factors" beginning on page 7 of this prospectus to read about factors you should consider before buying shares of our common stock.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and any amendments or supplements carefully before making your investment decision.

Neither the Securities Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is December __, 2011

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Table of Contents



	Page
Prospectus Summary	4
Risk Factors	7
Use of Proceeds	17
Market for Common Equity and Related Stockholder Matters	18
Management’s Discussion and Analysis or Plan of Operation	18
Plan of Operations and Projections	21
Business	27
Employees	29
Legal Proceedings	29
Management	30
Executive Compensation	31
Certain Relationships and Related Transactions	33
Security Ownership of Certain Beneficial Owners and Management	33
Description of Securities to be Registered	34
Indemnification for Securities Act Liabilities	35
Plan of Distribution	36
Selling Stockholders	41
Legal Matters	43
Experts	43
Available Information	43
Index to Financial Statements	F-1
Signatures	I-4

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You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that which is contained in this prospectus. This prospectus may be used only where it is legal to sell these securities. The information in this prospectus may only be accurate on the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of securities.

PROSPECTUS SUMMARY

The following summary highlights selected information contained in this prospectus. This summary does not contain all the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the "risk factors" section, the financial statements and the notes to the financial statements. As used throughout this prospectus, the terms “Home Treasure Finders” the “Company,” “we,” “us,” and “our” refer to Home Treasure Finders, Inc.

HOME TREASURE FINDERS INC.

This offering shall commence upon the date first declared effective and continue for a period of one year.

We are a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405. We have incurred substantial losses since inception and our auditor’s report notes that there is substantial doubt of our ability to continue as a going concern.

We were initially incorporated on July 28, 2008 in the State of Colorado. We are focused on providing real estate agents with buyer leads thereby obtaining referral commissions from their subsequent sale. Under Colorado law we must hold a real estate license to be paid such commissions. Accordingly, we plan to:

1.	Cause our executive officer to complete a certified course entitled “Brokerage Administration”

2.	Obtain “Errors and Omissions” Insurance

3.	File an application for our company to be licensed in Colorado as a real estate broker

We believe we can complete these three tasks without delay but there is no guarantee that will happen

We have a web site under development, but as of the date of this prospectus, only a portion of the site is activated. The address is www.hometreasurefinders.com. A portion of the funds we are raising in this offering will be used to complete our website which is a key element of our business plan. In connection with our present financial position and with the activation of those portions of our business plan which we believe will generate revenue, we have identified the completion of our website as a priority. It is important to note:

1.	Our company’s planned operations, which we believe will generate revenue, as more specifically detailed in this prospectus in the sections entitled Management’s Discussion and Analysis or Plan of Operation cannot be initiated until the internal features of our website are operational.

2.	Going forward, we will apply cash from this funding, if any, to executive salary and the completion of tasks to be carried out by our technical consultants to activate our website’s internal features.

We believe the cash we expect to receive in this IPO, possible loans from management together with possible investments from outside parties, will be sufficient to activate our business and maintain operations for the next year. We presently have no plan to raise additional capital from management to support our business plan. As we have no commitments for additional finance, should planned revenues fail to materialize, our business could fail for lack of cash.

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Our auditor's report states that there is substantial doubt that we will be able to continue as a going concern, however, we plan to continue all of the day to day activities and public company reporting during the next year. More detail regarding our business plan can be found starting on page 27 of this document.

We have had substantial losses since inception and we may be unable to continue as a going concern and in the event that we are forced to reduce operations or in any way curtail our business, an investor will lose all money invested.

The activation of our website, and issuance our license as a real estate broker within the State of Colorado are events which we cannot offer any assurance will be actualized, We intend to focus our initial sales efforts in Colorado, where President, Corey Wiegand can personally recruit buyer agents and personally negotiate with listing agents. We plan to post our signs at listings that other agents have procured and post our advertisements on the internet at minimal cost to us. We anticipate that our customers will be buyers who intend to purchase real estate within the next year.

There is currently no public market for our common stock. We plan to open a discussion with market makers in order to arrange for an application for our common stock to be approved for quotation on the Over-The-Counter Bulletin Board, or alternately, the OTCQB, upon the effectiveness of this prospectus. There is no guarantee that we will be approved for quotation.

We are not a blank check company. We do not have any intention to engage in a reverse merger with any entity in an unrelated industry.

Our offices are located in the home of our president at 3412 West 62nd Avenue, Denver Colorado 80221. Our telephone number is: (720-273-2398) and our fax number is 720-890-8885. We are a Colorado corporation.

Common stock outstanding before the offering		Prior to this Offering, we have 11,425,800 shares of Common Stock outstanding.

Maximum number of shares offered by us		Up to 600,000 shares of our common stock

Securities offered by selling shareholders		Up to 3,425,800 shares of common stock. This number represents 30% of our current outstanding stock.

Common stock to be outstanding after the offering		Up to 12,025,800 shares of our common stock.

Use of proceeds		We will receive proceeds from the sale of our shares to the public under this prospectus to be use for the payment of costs and expenses we incur in the startup of our business.

The above information regarding common stock to be outstanding after the offering is based on 11,425,800 shares of common stock outstanding as of September 30, 2011 and as of the date of this prospectus.

All of the shares of common stock that are being registered for resale pursuant to this prospectus have been issued.

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Summary Financial Information

The following information as of September 30, 2011 and as of the date of this prospectus has been derived from our financial statements which appear elsewhere in this prospectus. We are a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405. We have incurred substantial losses since inception. Our auditor notes in their report that there is substantial doubt of our ability to continue as a going concern.

	Nine Months Ended September 30, 2011			July 28, 2008 (inception) thru September 30, 2011
Revenues	$	0		$	0
Total Operating Expenses	$	41,530		$	121,986
Net income (loss)	$	(41,530	)	$	(121,786	)
Income (loss) per share (basic and diluted)	$	(**)		$	(**)
Weighted average shares of common stock outstanding (basic and diluted)		11,412,660

______________

** Less than $(.01) per share

Balance Sheet Information:

	September 30, 2011 Unaudited			Dec 31, 2010 Audited
Working capital	$	(9,698	)	$	11,942
Total assets	$	3,009		$	14,982
Total liabilities	$	12,707		$	3,040
Accumulated deficit during development stage	$	(121,786	)	$	(80,256)
Stockholders’ equity (deficit)	$	(9,698	)	$	11,942

DILUTION

As of September 30, 2011, our net tangible book value (total tangible assets less total liabilities) was $(9,698) or approximately $(0.001) per share. The following table sets forth the dilution to persons purchasing shares in this offering without taking into account any changes in our net tangible book value after September 30, 2011, except the sale of the minimum and maximum number of shares offered at the public offering price and receipt of the net proceeds therefrom.

	Assuming Minimum Shares Sold			Assuming Maximum Shares sold

Public offering price per share	$	0.10		$	0.10
Net tangible book value before offering (1)	$	(0.001	)	$	(0.001	)
Increase attributable to purchase of shares by new investors	$	0.003		$	0.005
Pro forma net tangible book value after offering (2)	$	0.002		$	0.004
Dilution per share to new investors	$	0.098		$	0.096
Percent dilution to new investors		98.00	%		96.00	%

1 Determined by dividing the number of shares of common stock outstanding into the net tangible book value.

2 These figures do not take into account any events after September 30, 2011.

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RISK FACTORS

This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this prospectus. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down. This means you could lose all or a part of your investment.

Our Auditor’s report states that there is substantial doubt that we will be able to continue as a going concern.

We have had substantial losses since inception and minimal cash reserves. We may be unable to continue as a going concern and in the event that we are forced to reduce operations or in any way curtail our business, an investor will lose all money invested.

We have a limited operating history, there is no certainty that we will ever generate revenue and achieve profitability.

We are a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405. We currently have no significant business operations and have incurred operating losses since our inception totaling $121,786. We have incurred significant losses from operations. As shown in our financial statements, as of the periods ended December 31, 2010 and September 30, 2011, we have incurred cumulative net losses of $ 80,256 and $121,786, respectively from operations. We expect to incur significant increasing operating losses for the foreseeable future, primarily due to the expansion of our operations. The negative cash flow from operations is expected to continue and to accelerate in the foreseeable future. Our ability to achieve profitability depends upon our successful marketing of Real Estate Mentoring services to would be buyers, marketing our advanced sales techniques to established realtors that wish to earn more commissions from buyer transactions and recruiting buyer agents to sign our master referral agreements, graduate from our workshops, to respond to our sales calls. We do not have any revenues and have no referral agreements completed. There can be no assurance that we will ever achieve significant revenues or profitable operations.

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We have no revenues since inception and our company is new and has only recently commenced planned operations. We may not be able to generate predictable and continuous revenue in the near future. Further, there is no assurance that we will ever generate significant revenue. Failure to generate sufficient revenue to pay expenses as they come due will make us unable to continue as a going concern and result in the failure of our company and the complete loss of any money invested to purchase our shares.

We may be unable to manage our growth, if any, or implement our expansion strategy.

We may not be able to provide mentor services, educate realtors, or obtain referrals on a volume basis and results of operations could be materially and adversely affected by low sales volume.

As a public company, our cost of doing business will increase because of necessary expenses which include, but are not limited to, annual audits, legal costs, SEC reporting costs, costs of a transfer agent and the costs associated with NASD fees and compliance. Further, our management will need to invest significant time and energy to stay current with the public company responsibilities of our business and will therefore may have diminished time available to apply to other tasks necessary to our survival. It is therefore possible that the burden of operating as a public company will cause us to fail to achieve profitability. If we exhaust our funds, our business will fail and our investors will lose all money invested in our stock.

We are a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405. It is essential that we grow our business and achieve profits and maintain adequate cash flow to pay the cost of remaining public. If we fail to pay public company costs, as such costs are incurred, we will become delinquent in our reporting obligations and our shares may no longer remain qualified for quotation on a public market.

The issuance of additional shares of our common stock may be necessary for the implementation of our growth strategy.

The issuance by us of any additional securities pursuant to any future fundraising activities undertaken by us would dilute the ownership of existing shareholders and may reduce the price of our common stock. Furthermore, debt financing, if available, will require payment of interest and may involve restrictive covenants that could impose limitations on our operating flexibility. Our failure to successfully obtain additional future funding may jeopardize our ability to continue our business and operations. We have no present plan to issue additional common stock or undertake additional financing.

The loss of our current executive officer or key management personnel, our inability to attract and retain the necessary personnel could have a material adverse effect upon our business, financial condition or results of operations

Our success is heavily dependent on the continued active participation of our current executive officer and sole director listed under “Management.” Loss of the services of our officer could have a material adverse effect upon our business, financial condition or results of operations. Further, our success and achievement of our growth plans depend on our ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Competition for qualified buyer agents among companies in the real estate industry is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled realtors required for the expansion of our activities, could have a materially adverse effect on us. The inability on our part to attract and retain the necessary personnel and consultants and advisors could have a material adverse effect on our business, financial condition or results of operations.

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We are controlled by our current officer and director.

Our sole director, who is our sole executive officer, benificially owns approximately 58.6% of the outstanding shares of Common Stock. Accordingly, our executive officer and director will have the ability to control the election of our Board of Directors of the Company and the outcome of issues submitted to our stockholders.

Since we have only one director who serves as our president, chief executive officer, chief financial officer and secretary, decisions which affect the company will be made by only one individual. It is likely that conflicts of interest will arise in the day-to- day operations of our business. Such conflicts, if not properly resolved, could have material negative impact on our business.

In the past, the company has issued shares for cash and services at prices which were solely determined by Corey Wiegand. At that time, Mr. Wiegand made a determination of both the value of services exchanged for our shares, and, as well, the price per share used as compensation. Transactions of this nature were not made at arm’s length and were made without input from a knowledgeable and non-interested third party. Future transactions of a like nature could dilute the percentage ownership of the company represented by shares purchased in this offering. While the company believes its past transactions were appropriate, and plans to act in good faith in the future, an investor in our shares will have no ability to alter such transactions as the may occur in the future and, further, will not be consulted by the company in advance of any such transactions. An investor who is unwilling to endure such potential dilution should not purchase our shares.

We have insufficient financial resources to take advantage of advertising opportunities as they may arise.

The inability to pay for signs, telephone services and web-based advertisements on established websites would adversely affect our ability to generate sufficient buyer leads and meet future realtor demand for referrals and could impair our ability to enter this market. We are a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.

Our operating results will be subject to fluctuations and our stock price may decline significantly.

Our quarterly revenue, if any, and operating results will be difficult to predict from quarter to quarter. It is possible that our operating results in some quarters will fall below our expectations. Our quarterly operating results will be affected by a number of factors, including:

	•		Unfavorable trends in the median home values in Colorado;
	•		the availability, pricing and timeliness of web advertising campaigns;
	•		the impact of seasonal variations in demand and/or revenue recognition linked to construction cycles and weather conditions and the retail price of signs, sign riders, telephone services, and Mentor Sales Workshops;
	•		timing, availability and changes in government incentive programs;
	•		unplanned additional expenses;
	•		logistical costs;
	•		unpredictable volume and timing of buyer’s agent sales;
	•		our ability to establish and expand listing agent relationships;
	•		The number of buyer agents that we are able to recruit, the ability to book facilities for planned sales training seminars;
	•		the timing of new technology announcements or introductions by our competitors and other developments in the competitive environment;
	•		increases or decreases in appreciation rates due to changes in economic growth;
	•		Travel costs and other factors causing the mentor training business to become more difficult; and
	•		Changes in lending, inspection, appraisal and other closing delays.

If revenue for a particular quarter is lower than we expect, we likely will be unable to proportionately reduce our operating expenses for that quarter, which would harm our operating results for that quarter. If we fail to meet investor expectations or our own future guidance, even by a small amount, our stock price could decline, perhaps substantially.

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Existing real estate laws, regulations and policies and changes to these regulations and policies may present technical, regulatory and economic barriers to the real estate referral business which may significantly reduce demand for our services.

The market for homes is influenced by U.S. federal, state and local government regulations and policies concerning the real estate industry, as well as policies promulgated by local real estate boards. These regulations and policies often relate to realtor compensation, and pricing. In the U.S. and in a number of other countries, these regulations and policies are being modified and may continue to be modified. Investment in the real estate sales referral industry, could be deterred by these regulations and policies, which could result in a significant reduction in the potential demand for our services. For example, loss of certain government buyer incentive programs, and or government subsidized, or backed loan programs may result in loss of sales and company financial condition would be harmed.

We anticipate that our mentor services and their perceived customer value will be subject to oversight and regulation in accordance with national and local ordinances relating to real estate sales laws. Any new government regulations could cause a significant reduction in demand for our mentor services.

We are in the process of obtaining a real estate broker license such that we can be directly paid real estate commissions. There is no assurance that we will either obtain or be able to retain such license in Colorado or any other state. Failure to do so will likely cause our business to fail and result in the total loss of an investment in our shares

The reduction or elimination of government and economic incentives could cause our revenue to decline.

Today, the consumer confidence is down and buyers are finding it very difficult to qualify for loans. As a result, federal, state and local government bodies in many states have provided incentives in the form of rebates, tax credits and other incentives to buyers that are willing to purchase real estate. For example, an eight thousand dollar first time home buyer tax credit was offered and thereafter the credit offering expired. Future government economic incentives, if any, could be reduced or eliminated altogether. Such home buyer incentives expire, decline over time, are limited in total funding or require renewal of authority. Reductions in, or eliminations or expirations of, governmental incentives could result in decreased demand for and lower revenue from our mentor services.

Changes in tax laws or fiscal policies may decrease the return on investment for customers of our business which could decrease demand for our services and harm our business.

We anticipate that a major portion of our future revenues will be derived from sales of single family residences to individual homebuyers. In deciding whether to purchase or to rent, prospective customers may evaluate their projected return on investment. Such projections are based on current and proposed federal, state and local laws, particularly tax legislation. Changes to these laws, including amendments to existing tax laws or the introduction of new tax laws, tax court rulings as well as changes in administrative guidelines, ordinances and similar rules and regulations could result in different tax assessments and may adversely affect a homeowner’s projected return on investment, which could have a material adverse effect on our business and results of operations.

Problems with service quality or individual buyer agent performance may include agent error, agent negligence or problems with in the mentoring services we plan to provide. The result would likely be fewer customers, reduced revenue, unexpected expenses and loss of market share.

The mentor services we have provided to date were not provided by the president as licensed agents. In the future, when we become solely reliant on abilities and skills of other agents at arm’s length we may fall victim to unexpected agent errors or omissions. If we deliver mentor services provided by third party agents our credibility and the market acceptance and sales of our mentor services could be harmed.

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The realtors we plan to recruit may not be able to sell our mentor services and thus our planned services may not gain market acceptance, which would prevent us from achieving sales and market share

The development of a successful market for the mentor services we intend to deliver may be adversely affected by a number of factors, some of which are beyond our control, including:

•	our failure to offer mentoring services that compete favorably against other services on the basis of cost, quality and performance;
•	our failure to offer mentoring services that compete favorably against conventional sales agents and realtors and alternative lead-generation technologies, such as text and e-mail spamming on the basis of cost, quality and performance.

If the services we intend to offer fail to gain market acceptance, we will be unable to achieve sales and market share.

If refinements in phone or web technology cause the services we intend to deliver to become uncompetitive or obsolete that could prevent us from achieving market share and sales. The real estate industry is rapidly evolving and highly competitive. A variety of competing lead generation technologies may be under development or available now that could result in lower buyer agents costs or higher conversion rates than those lead generation technologies selected by us. These development efforts may render obsolete the lead generation services we have selected to offer. .

Existing telephone and web advertising regulations and changes to such regulations may present regulatory and economic barriers to the purchase of real estate lead generation services, which may significantly reduce demand for our services.

The market for lead generation services is heavily influenced by federal, state and local government regulations and policies concerning the tech based marketing industry, as well as internal policies and regulations promulgated by “national do not call lists”. These regulations and policies often relate to public privacy. In the United States these regulations and policies are being modified and may continue to be modified. We anticipate that our lead generation channels will be subject to oversight and regulation in accordance with national and local ordinances relating to privacy protection, and related matters. Any new government regulations or utility policies pertaining to our lead generation services may result in significant additional expenses to us and as a result, could cause a significant reduction in sales referrals.

If our mentoring services are not suitable for widespread adoption, or a sufficient demand for trained buyer agents or leads does not develop, or takes longer to develop than we anticipate, we would be unable to achieve sales.

We are a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.

The market for residential real estate is rapidly evolving and its future is uncertain. If real estate proves unsuitable for widespread ownership or if demand for our mentoring services fails to develop sufficiently, we would be unable to achieve sales and market share. In addition, demand for real estate mentoring in the markets and geographic regions we target may not develop or may develop more slowly than we anticipate. Many factors will influence the widespread adoption of real estate mentoring including:

•	cost-effectiveness of hiring a mentor as compared with establishing a conventional buyer agency agreement;
•	performance and reliability of trained mentors as compared with conventional and established buyer agents;
•	success of alternative lead generation technologies such as web-casts, text messaging, email spamming;
•	fluctuations in economic and market conditions that impact the viability of real estate purchases;
•	increases or decreases in the costs associated with obtaining a residential home loan;
•	capital expenditures by customers, which tend to decrease when the domestic or foreign economies slow;
•	continued regulation of the real estate and lending industries
•	availability and effectiveness of government subsidies and incentives.

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The reduction in home loan availability could prevent us from achieving sales and market share.

The reduction or elimination of government lending incentives may adversely affect the growth of this market or result in increased price competition, which could prevent us from achieving sales and market share.

Today, over 70% of home loans are insured by the federal housing administration (FHA loans). These loans are popular because they have lower down payment requirements and lower credit score requirements. Should FHA raise their down payment or credit requirements the result could be reduced home purchases which would significantly harm our business.

We face intense competition from other real estate brokerages and other real estate mentoring companies. If we fail to compete effectively, we may be unable to increase our market share and sales.

Most of our competitors are substantially larger than we are, have longer operating histories and have substantially greater financial, technical, marketing and other resources than we do. We are a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405. Our competitors' greater sizes in some cases provides them with competitive advantages with respect to marketing costs due to their ability to allocate fixed costs across a greater volume of marketing channels and purchase signs and services at lower prices. They also have far greater name recognition, an established network of past customers. In addition, many of our competitors have well-established relationships with current and potential home sellers. As a result, our competitors will be able to devote greater resources to the prospecting, relationship development, and promotion and may be able to respond more quickly to evolving industry standards and changing customer requirements than we can.

A substantial number of our issued shares are, or are being made available for sale on the open market. The resale of these securities might adversely affect our stock price.

The sale of a substantial number of shares of our common stock being registered under this registration statement, or the market's anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

Availability of these shares for sale in the public market could also impair our ability to raise capital by selling equity securities.

Since there is presently no trading market for our shares, an investment in our shares is totally illiquid. An investor purchasing our shares will not be able to resell their shares unless a market for our shares develops at some point in the future. There can be no assurance that such a market will ever develop. Therefore, investors who purchase our shares could lose their entire investment.

Even if a market for our shares does develop at a future date, the volume of trading will be small and on many days the volume will be zero. Our share price will likely be volatile and will likely fall rapidly should an investor attempt to liquidate even as small number of shares. These conditions are likely to persist and could prevent resale of our shares.

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We are subject to corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.

We face new corporate governance requirements under the Sarbanes-Oxley Act of 2002, as well as new rules and regulations subsequently adopted by the SEC and the Public Company Accounting Oversight Board. These laws, rules and regulations continue to evolve and may become increasingly stringent in the future. In particular, under new SEC rules we will be required to include management's report on internal controls as part of our annual report pursuant to Section 404 of the Sarbanes-Oxley Act. Furthermore, under the proposed rules, an attestation report on our internal controls from our independent registered public accounting firm will be required as part of our annual report. We are in the process of evaluating our control structure to help ensure that we will be able to comply with Section 404 of the Sarbanes-Oxley Act. The financial cost of compliance with these laws, rules and regulations is expected to be substantial. We cannot assure you that we will be able to fully comply with these laws, rules and regulations that address corporate governance, internal control reporting and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition and the value of our securities.

Because 93% of residential listings are held by just 7% of listing agents, our business will become extremely dependent on a very limited number of listing agents. Once we have created relationships with the most productive listing agents and placed our signs at their respective inventories, we will ultimately become dependent on them. If any of these relationships is not maintained, or if the listing agent duplicates our service this could prevent us from delivering our services to our customers within required timeframes, which could result in callback delays and loss of market share.

If we fail to develop or maintain our relationships with powerful listing agents, or sign management companies, we may be unable to put our signs at their listings and as a result we may not receive an adequate number of buyer and seller inquiries. Our services may not be marketed effectively and this could prevent us from delivering our services to our customers within required timeframes and we may experience lower sales conversion rates and loss of market share. The failure of a listing agent to supply us with updated listing inventory lists in a timely manner, or failure of a sign management company to post our signs quickly and inexpensively, could impair our ability to prospect effectively and increase our costs. If the buyer agent to whom we refer business is unable to respond to customer inquiries on a timely basis, we could be prevented from delivering our services to our customers within required timeframes, which could result in lower sales conversion rates, a higher number of contract terminations and loss of market share, any of which could have a material adverse effect on our business and results of operations.

Because the markets in which we compete are highly competitive and many of our competitors have greater resources, we may not be able to compete successfully and we may lose, or be unable to gain, market share.

We expect to face increased competition in the future. Further, many of our competitors are developing and are currently producing sales prospecting tools based on new web technologies that may ultimately have costs similar to, or lower than, our projected costs. We are a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.

Our mentoring services compete against other buyer agent sources including, Realtor.com’s “buyer assist”, and cohomefinder.com. In the large-scale real estate sales market, we will face direct competition from a number of real estate companies that provide sales services. Our website, www.hometreasurefinders.com will attempt to compete with these more established internet resources. Other potential competitors in the real estate market include real estate brokerages, realtors and individual real estate agents. We also expect that future competition will include new entrants to the real estate market offering new technological solutions. As we enter new markets and pursue additional applications for our services, we expect to face increased competition, which may result in price reductions, reduced margins or loss of market share.

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Competition is intense, and many of our competitors have significantly greater access to financial, technical, manufacturing, marketing, management and other resources than we do. Many also have greater name recognition, a more established network and a larger base of customers. In addition, many of our competitors have well-established relationships with our potential sign suppliers, and sign management companies and have extensive knowledge of our target markets. As a result, these competitors may be able to devote greater resources to the promotion and sale of their listings and respond more quickly to evolving industry standards and changing customer requirements.

We believe that the key competitive factors in the market for real estate leads include:

	·		Lead cost;
	·		Lead conversion rate

We belive that certain buyer agents may have existing relationships with certain established listing agents. We also believe that certain listing agents may already have great working relationships with certain individual buyer agents. We will likely not be able to convince these listing agents to drop the buyer's agents that they already have and outsource their leads to us. We believe certain listing agents do not already have an adequate buyer agent arrangement. .

We may also face competition from groups we have not yet identified who may develop services or technologies which are competitive with our services. Consolidation or strategic alliances among such competitors may strengthen these advantages and may provide them greater access to customers or new technologies. If government funding for down payments and home buying and development grants, customer tax rebates and other programs that promote real estate investment are available to our clients, we plan to assist our clients in pursuit of such funds.

If we cannot compete successfully in the real estate industry, our operating results and financial condition will be adversely affected. Furthermore, we expect competition in the targeted markets to increase, which could result in lower sales conversion rates or reduced demand for our service offerings and may have a material adverse effect on our business and results of operations.

Demand for our mentoring services is affected by general economic conditions.

The United States and international economies have recently experienced a period of slowing economic growth. A sustained economic recovery is uncertain. In particular, terrorist acts and similar events, continued turmoil in the Middle East or war in general could contribute to a slowdown of the market demand for real estate investments that require significant initial capital expenditures, including demand for fix and flips, rental properties, and new residential and commercial buildings. In addition, increases in interest rates may increase financing costs to customers, which in turn may decrease demand for real estate investment. If the economic recovery slows as a result of the recent economic, political and social turmoil, or if there are further terrorist attacks in the United States or elsewhere, we may experience decreases in the demand for our mentoring services, which may harm our operating results.

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Compliance with real estate law and local regulations can be expensive, and non-compliance with these regulations may result in adverse publicity and potentially significant monetary damages and fines for us.

Our present and planned operations do not involve any irregular activities and we have no present plan to complicate our business plan. Nonetheless, we are required to comply with all foreign, U.S. federal, state and local laws and regulations regarding licensing and insurance requirements. In addition, under some statutes and regulations, a government agency, or other parties, may seek recovery and response costs from an agent where warrantees have been made, even if the agent was not responsible for such a warrantee or is otherwise at fault. In the course of future business we may inadvertently refer business to an agent who does not comply with local laws and regulations. Any failure by us to shift responsibility onto that agent, and thus restrict our liability in connection with the incident, could subject us to potentially significant monetary damages and fines or suspensions in our business operations. In addition, if more stringent laws and regulations are adopted in the future, the costs of compliance with these new laws and regulations could be substantial. If we fail to comply with present or future real estate laws and regulations we may be required to pay substantial fines, suspend, or cease operations.

There are restrictions on the transferability of the securities.

Until registered for resale, investors must bear the economic risk of an investment in the Shares for an indefinite period of time. Rule 144 promulgated under the Securities Act (“Rule 144”), which provides for an exemption from the registration requirements under the Securities Act under certain conditions, requires, among other conditions, a six month holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act. However, because of our potential status as a “Shell Company” our securities may not eligible for the Rule 144 exemption. There can be no assurance that we will fulfill any reporting requirements in the future under the Exchange Act or disseminate to the public any current financial or other information concerning us.

If the Company uses its stock in acquisitions of other entities there may be substantial dilution at the time of a transaction.

The $0.10 per share offering price of the common stock being sold under this prospectus has been arbitrarily set. The price does not bear any relationship to our assets, book value, earnings or net worth and it is not an indication of actual value. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405. Accordingly, if you purchase shares in this offering, you may experience substantial dilution. You may also suffer additional dilution in the future from the sale of additional shares of common stock or other securities or if the Company’s shares are issued to purchase other assets.

The laws which govern merger transactions provide that since our sole director and officer owns over 50% of our outstanding shares, we may enter into a share exchange, reverse merger or other similar transaction with a private company in an unrelated business without the prior approval of unaffiliated shareholders.

The various securities laws applicable to our company provide that our management may elect to enter and consummate a transaction to enter a new business. In that event, our shareholders would likely receive only an information statement with certain disclosures as required by law and would likely not be in a position to approve or disapprove the transaction. Investors who are unwilling to accept the uncertainty of new management, a new business plan, likely dilution and all the numerous related uncertainties that may materialize in the event such a transaction is consummated, should not purchase our shares.

Mr. James Wiegand is the father of Corey Wiegand, our CEO and majority shareholder. Prospective investors should note that James Wiegand is a selling shareholder in this offering. Prospective investors should further note that James Wiegand has a history of promoting blank check companies formed for the purpose of entering into reverse mergers or similar transactions .

Management has no present plan to alter our business plan and/or enter such a transaction.

There is presently no market for our common stock, any failure to develop or maintain a trading market could negatively affect the value of our shares and make it difficult or impossible for you to sell your shares.

Prior to this offering, there has been no public market for our common stock and a public market for our common stock may not develop upon completion of this offering. While we will attempt to have our common stock quoted on the Over-The-Counter Bulletin Board (OTCBB) or the OTCQB which are both dealer systems. We will have to seek market-makers to provide quotations for the common stock and it is possible that no market-maker will want to provide such quotations. Failure to develop or maintain an active trading market could negatively affect the value of our shares and make it difficult for you to sell your shares or recover any part of your investment in us. Even if a market for our common stock does develop, the market price of our common stock may be highly volatile. In addition to the uncertainties relating to our future operating performance and the profitability of our operations, factors such as variations in our interim financial results, or various, and as yet unpredictable factors, many of which are beyond our control, may have a negative effect on the market price of our common stock.

Even if our common stock is quoted on the OTCBB or OTCQB under a symbol a limited trading market is all that we can anticipate. Accordingly, there can be no assurance as to the liquidity of any markets that may develop for our common stock, the ability of holders of our common stock to sell our common stock, or the prices at which holders may be able to sell our common stock.

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Our common stock will be subject to the “Penny Stock” rules of the SEC.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

·	that a broker or dealer approve a person's account for transactions in penny stocks; and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must:

obtain financial information and investment experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form:

·	sets forth the basis on which the broker or dealer made the suitability determination; and
·	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Should our stock become quoted on the OTCBB and/or OTCQB, if we fail to remain current on our reporting requirements, we could be removed from either market which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies quoted on the OTCBB or OTCQB, such as we plan to become, are seeking to become are reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTCBB or OTCQB. If we fail to remain current on our reporting requirements, we could be removed from quotation. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. In addition, we may be unable to get re-listed for quotation on the OTC Bulletin Board, which may have an adverse material effect on our Company. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.

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USE OF PROCEEDS

This offering is being conducted on a best efforts basis.

The offering scenarios presented in the table below are for illustrative purposes only.

The actual amount of proceeds, if any, may differ.

Assuming we raise the minimum of $30,000 in gross proceeds, after deducting expenses estimated at $8,475, (consisting of SEC registration fee of $75, printing and engraving costs of $200, legal fees and expenses of $1,000, accounting fees and expenses of $7,000 and miscellaneous expenses of $200), we will receive net proceeds of $21,525 from the sale of shares of common stock in this offering. Net proceeds will be used for the payment of costs and expenses we expect to incur in the startup of our business.

Assuming we raise the maximum of $60,000 in gross proceeds, after deducting expenses estimated at $8,475, (consisting of SEC registration fee of $75, printing and engraving costs of $200, legal fees and expenses of $1,000, accounting fees and expenses of $7,000 and miscellaneous expenses of $200), we will receive net proceeds of $51,525 from the sale of shares of common stock in this offering. Net proceeds will be used for the payment of costs and expenses we expect to incur in the startup of our business.

Number of Shares Sold		300,000		600,000

Percent of Maximum, %		50		100

Gross Proceeds	$	30,000	$	60,000

Estimated Offering Expenses	$	8,475	$	8,475

Net Proceeds, $	$	21,525	$	51,525

Legal / Accounting Fees	$	8,000	$	8,000

Website Design and Proprietary Software Implementation	$	4,000	$	12,000

Web-based Marketing	$	2,000	$	10,000

Contract Labor	$	1,500	$	10,000

Purchase of Signs	$	1,300	$	5,000

IVR & telephone service fees	$	2,200	$	4,000

Working Capital	$	2,525	$	2,525

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Securities

There is currently no public trading market for our common stock. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.

As of December 31, 2009, December 31, 2010, September 30, 2011 and the date of this prospectus, we had 11,365,000, 11,365,000, 11,425,800 and 11,425,800 shares respectively of common stock issued and outstanding and approximately 42, 43, 46 and 46 stockholders, respectively, of record of our common stock.

Dividend Policy

The payment by us of dividends, if any, in the future rests within the discretion of our Board of Directors and will depend, among other things, upon our earnings, capital requirements and financial condition, as well as other relevant factors. We have not paid any dividends since our inception and we do not intend to pay any cash dividends in the foreseeable future, but intend to retain all earnings, if any, for use in our business.

Equity Compensation Plan Information

As of December 31, 2010, September 30, 2011 and the date of this prospectus we have not adopted an equity compensation plan under which our common stock is authorized for issuance.

MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-Looking Statements

The information in this prospectus contains forward-looking statements. All statements other than statements of historical fact made in this prospectus are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.

The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.

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Limited Operating History

There is limited historical financial information about our Company upon which to base an evaluation of our future performance. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405. Our Company has generated only limited financial benefit from transactions designed to prove elements of our business plan revenue model on which future operations will be patterned. We cannot guarantee that we will be successful in our business. We are subject to risks inherent in a small company, including limited capital resources, delays in product delivery, and possible cost overruns due to price and cost increases. There is no assurance that future financing will be available to our company on acceptable terms. Additional equity financing could result in dilution to existing shareholders.

Company Description and Overview

Home Treasure Finders, Inc. was formed on July 28, 2008. The founder, sole director and officer of our company is Corey Wiegand. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.

We are developing a web site which will be a key aspect of our business. As of the date of this prospectus, the site is only partially functional. You may view the site at www.hometreasurefinders.com

We are currently focused on completing our website to support three planned activities:

1.	Recruiting and training buyer agents

2.	Forming contracts with listing agents

3.	Real Estate Investment mentoring

The best-selling author of several widely acclaimed science books, Machio Kaku speaks to the role of “Buyer’s Agents” in his newly released “Physics of the Future; How science will shape human destiny and our daily lives by the year 2100”.

“For example, in the future, you will be able to buy a house on the Internet via your watch or contact lens. But no one is going to buy a house this way, since this is one of the most important financial transactions you will perform in your life. For important purchases like a home, you will want to talk to a human who can tell you where the good schools are, where crime rate is low, how the sewer system works, etc. For this, you want to talk to a skilled agent who adds value.”

We believe that Machio’s book offers credible insight into our business. Machio make predictions based upon his background as a scientist and his familiarity with changes brought on by new technology, that is future changes in our society to be expected from devices now available or in the late stage of development. We believe that this particular quote is relevant to our business plan because Machio states in the quote that the home buyers (100 years in the future) will still want to talk with a local human sales professional, not just enter a purchase agreement over the internet, because of the need to be correctly informed about local issues. Machio believes this can only be done by a local buyer agent. Contact with a human, Machio believes is so important because an investment in a home is likely the largest investment decision made by the average person, and because many of the considerations faced by the buyer are local in nature. Advice concerning those decisions needs to be experienced, informed and locally based to be helpful. We believe we can train our buyer agents to perform locally much better than an internet based advisor. Thus, in Machio’s view, the role of buyer agents in the economy of the future is secure and will always be timely. We conclude that two of our three business activities, number one and number three, as discussed above, are unlikely to become outdated, which confirms to us, the longevity and wisdom of our business plan.

The Market for Real Estate Investment Mentoring

We believe that the present market for mentor services is small, sporadic, highly fragmented and we do not know of any commercial oversight group that has established any structure or standards. Our understanding of this market is incomplete and based solely on our limited observations, discussions with homeowners, realtors, lenders, homebuyers and home sellers and a very limited number of individuals engaged in real estate mentoring services. Further, we have not conducted any studies or surveys or by other means tried to quantify or predict the volume or quality of competing real estate mentor training that may have come on the market to date, or that in the future, may become available.

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Our present supply of listing agents and buyer agents

Our business is presently being started up and operated based on verbal agreements with just two listing agents and no buyer agents. Upon full activation of our website we plan to recruit additional listing agents and buyer agents.

As previously stated, we believe our business and the role of “trained” buyer’s agents will always be timely. Upon activation of our website we plan to recruit and train buyer agents.

Signs and Integrated Voice Response

Our Sign and IVR Strategy

Integrated Voice Response (“IVR”) and call capture system.

We plan to place our IVR SIGN in the yards of the homes as authorized by our listing agents. We believe the IVR signs will divert calls from potential buyers to our data base and to the mobile phones of our assigned buyer agents as follows:

Each time a home buyer sees a FOR SALE sign and the Home Treasure Finder’s IVR SIGN in front of it, the prospective buyer will have two options:

1.	They can elect to call the listing agent directly by calling the number displayed on the larger FOR SALE sign, or

2.	They may elect to call the 1800 number displayed on the smaller Home Treasure Finder IVR SIGN

If they elect to call the listing agent directly, Home Treasure Finders will not acquire the lead.

At the maximum funding level we will spend a larger portion of proceeds to have our software designers fully integrate the IVR system into the Home Treasure Finders website. This will aid us in tracking the incoming leads and potentially save us annually, thousands of dollars in monthly fees. Alternatively, if less than the maximum is raised, we will sign a yearly contract with a third party to provide us a functional generic IVR service for a monthly fee.

In either case, we believe that our IVR strategy will seamlessly transfer the lead to our buyer agent and thereafter, handle the logistics of the transaction for the buyer agent.

Our present inventory of three IVR signs was purchased from Kevin Byrne who is a shareholder and who previously served as an officer and director. We have no present supplier agreement to purchase additional signs but we believe additional signs can be purchased from a variety of sources without difficulty. Our present sign inventory is stored indoors at our business address. We have no plan to enter a finance agreement to pay for our future sign purchases.

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Our future supply of listing agents and buyer’s agents

Following the activation of our web site we plan to recruit and train buyer’s agents thereby giving them the necessary skills to convert inquires to sales. By marketing to new agents in online job forums, and placing small classified ads on sites like Craiglist.com, we plan to recruit both new and experienced agents who would like to have access to more prospects.

A key element of the Home Treasure Finders business plan is to, train the future buyer’s agents that we plan to recruit, to respond to IVR processed calls. We believe this will both create referral revenue for us and capture presently lost commissions for the listing agent.

Our Competition and the Home Treasure Finders Strategy

We believe there are many real estate lead marketing companies in existence. From our general experience and conversations with other real estate professionals, we believe that those established lead marketing companies sell their lead generation services to agents for a monthly fee. We further believe that our competition is not licensed, and thus cannot be paid a real estate commission. We believe our competition does not provide training to convert leads to sales.

Home Treasure Finders intends to provide leads at no cost to those buyer agents who sign our agreement to split gross commissions.

There is no assurance of when, or if, listing agents will agree to outsource their phone and web inquiries, nor that we will adequately recruit and train buyer agents. We have no plan to save our business in the event that there is an unfavorable outcome to these contingencies.

We have no present plan, arrangement, commitment or understanding to engage in a merger or acquire another company.

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PLAN OF OPERATIONS AND PROJECTIONS

Assuming we complete the minimum offering during December of 2011, we will have the $21,525 net available for use in our business starting in the first quarter of 2012.


																	Annual Total		Annual Total
Work Category	1st Qtr ($)		Time (hrs)		2nd Qtr ($)		Time (hrs)		3rd Qtr ($)		Time (hrs)		4th Qtr ($)		Time (hrs)		by category($)		by category(hrs)
Legal and Accounting	$	2,000		32	$	2,000		33	$	2,000		34	$	2,000		35	$	8,000		134
Web design*	$	1,000		10	$	500		2.5	$	250		2	$	250		2	$	2,000		16.5
Software Design*	$	1,250		10	$	250		2.5	$	250		2	$	250		2	$	2,000		16.5
Web based marketing	$	250		2	$	250		2	$	250		2	$	250		2	$	1,000		8
Contract Labor	$	300		6	$	400		10	$	400		15	$	400		20	$	1,500		51
Supervising Contract Labor	$	-		13	$	-		15	$	-		17	$	-		19	$	0		64
Training Buyer Agents	$	-		15	$	-		30	$	-		45	$	-		60	$	0		150
Meetings with Buyer Agents	$	-		15	$	-		15	$	-		15	$	-		15	$	0		60
Cold Calling Listing Agents	$	-		30	$	-		20	$	-		15	$	-		15	$	0		80
Appointments w/ Listing Agents	$	-		12	$	-		9	$	-		9	$	-		11	$	0		41
Purchase of signs	$	500		4	$	400		6	$	200		0	$	200		0	$	1,300		10
IVR and Telephone Service Fees	$	700		2	$	500		3	$	500		4	$	500		5	$	2,200		14
Total ($) or (hrs)	$	6,000		151	$	4,300		148	$	3,850		160	$	3,850		186	$	18,000		645
*notes that additional work may be done in trade for stock rather than cash.

Below is a table summarizing how Home Treasure Finders Inc. will utilize proceeds during 2012 presuming $51,525 net is raised prior to the first quarter of 2012.


																	Annual Total		Annual Total
Work Category	1st Qtr ($)		Time (hrs)		2nd Qtr ($)		Time (hrs)		3rd Qtr ($)		Time (hrs)		4th Qtr ($)		Time (hrs)		by category($)		by category(hrs)
Legal and Accounting	$	2,000		32	$	2,000		33	$	2,000		34	$	2,000		35	$	8,000		134
Web design*	$	2,000		20	$	500		10	$	250		2	$	250		2	$	3,000		34
Software Design*	$	2,250		15	$	500		10	$	250		2	$	250		2	$	3,250		29
Web based marketing	$	250		2	$	250		2	$	250		2	$	250		2	$	1,000		8
Contract Labor	$	400		8	$	400		10	$	400		15	$	400		20	$	1,600		53
Supervising Contract Labor	$	-		15	$	-		15	$	-		17	$	-		19	$	0		66
Training Buyer Agents	$	-		15	$	-		30	$	-		45	$	-		60	$	0		150
Meetings with buyer Agents	$	-		15	$	-		15	$	-		15	$	-		15	$	0		60
Cold Calling Listing Agents	$	-		30	$	-		20	$	-		15	$	-		15	$	0		80
Appointments w/ Listing Agents	$	-		12	$	-		9	$	-		9	$	-		11	$	0		41
Purchase of signs	$	500		4	$	400		6	$	200		0	$	200		0	$	1,300		10
IVR and Telephone Service Fees	$	700		2	$	500		3	$	0		4	$	0		5	$	1,200		14
Total ($) or (hrs)	$	8,100		170	$	4,550		163	$	3,350		160	$	3,350		186	$	19,350		679
*notes that additional work may be done in trade for stock rather than cash.

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During the first quarter of 2012, at the minimum offering level we anticipate spending $2,250 for completion of our web and software design. With these key elements of the business up and running we will set up the IVR phone system costing $700 and then purchase 100 signs for $500.

With these cash expenditures behind us early in the quarter, the rest of the tasks during the first quarter will be done by Corey Wiegand.

We plan to use the funds we now have, supplemented by loans from management or outside investors, however, we have no present arrangement for financing and we cannot predict if or when funds will become available to us. When we need cash we may find that our management is unable to loan us additional money. Management has made no commitment for additional finance to our business, conditional upon sales performance or otherwise. In the future, management is under no obligation to provide cash to our business. Even if management elects to provide cash, there could be significant dilution to other investors and the cash provided may still prove insufficient to prevent insolvency and failure of our business. We believe that outside funding will be difficult to obtain without first showing better sales performance and our sales performance may remain depressed until we establish adequate listing agent relationships and recruit and train enough buyer agents. Consequently, we may fail for lack of cash and any investment into our company may prove a total loss.

If we fail to establish and maintain successful relationships with listing and buyer agents, or experience undisclosed sales or unpaid referral commissions our revenues will suffer. We are unable to assure the cash flow of our business. Past cash flow has been insufficient to sustain operations and continued negative cash flow will deplete our present cash and may lead to failure of our business and loss all money invested.

Our Potential for Growth.

Since inception the Company has generated no revenue and accumulated losses amounting to $121,786. Our operating expenses include significant legal, consulting, accounting and contributed services, all accounted for as expenses. We are considered a development stage company. We expect to generate cash from our operating activities as we expand sales.

Results of Operations

See the Financial Statements for comparison data to prior periods.

We have financed our operations since inception primarily through cash and services contributed and raised by our officer and director. As of September 30, 2011, we had $ 109 in cash, and working capital deficit of $9,698.

The following table sets forth our statements of operations data for the nine months ended September 30, 2011 and the period from inception, July 28, 2008 through September 30, 2011. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.

Summary Income Statement

	Nine Months Ended September 30, 2011			Period from Inception July 28, 2008 through September 30, 2011
Revenues, net	$	-		$	-
Gross profit (loss)		-			-
Selling, general and administrative expenses		21,937			92,707
Professional fees		19,593			7,139
Total operating expenses		41,530			99,846
Loss from operations		41,530			99,846
Other Income (expense)		-			200
Loss from operations before income taxes		(41,530)			(99,646	)
Income tax provision		-			-
Net loss	$	(41,530	)	$	(99,646	)

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Revenues

For the period from inception through September 30, 2011 we had no revenues.

Total Operation Expenses

Total Operating Expenses for the period from inception through September 30, 2011 were $121,986.

Following is a summary of the nature and purpose of our significant operating expenditures for each year since inception:

2008 management tasks -- $33,300

During 2008, management developed and adopted a “new business model.” Prior to 2008 our marketing plan depended solely on attracting buyers and sellers to our website and converting those Internet-based leads into sales. As of 2008 we both fine-tuned our IVR marketing plan and decided to begin our efforts here locally in Colorado. Management tasks included; researching different IVR service modules, researching different sign manufacturing companies, designing workflow systems, establishing marketing channels, supervising Web design and software design contractors, and restructuring our business model.

2008 consultant tasks -$100

In 2008, our consultants in web design and software design began shifting their work from our previous plans for marketing which included posting thousands of ads on online websites like craigslist and began brainstorming ways to utilize our website to manage and track IVR telephone leads and create an auto e-mail campaign designed to motivate buyers to make decisions more quickly. Our consultants began rewriting much of the HTML code in order to embrace our new localized marketing strategy.

2009 management tasks -- $12,700

In 2009, management researched and identified a method for locating and contracting with Colorado-based real estate agents interested in working with more buyers and investors. We ran several test ads on several websites in order to investigate how to best attract motivated individuals who either have significant experience or who we believe can be trained to convert IVR leads into referral income. Management also began writing the introductory seminar designed to motivate buyer agents to sign our master referral agreements and began responding to IVR leads.

2009 consultant tasks -- $4,720

In 2009, our consultants began meeting at Corey Wiegand’s home every week to establish weekly progress and a tasks lists associated with the website. During these meetings, Wiegand directed the consultants and challenged them to find inexpensive ways to track, store, and capitalize data collected from IVR lead generation. These processes are still under development and have yet to be fully implemented.

2010 management tasks -- $21,820

During 2010, management began establishing relationships with established listing agents in the Colorado market. As a test Corey Wiegand established a verbal agreement with Fannie Mae REO listing agent Dan Clark. In addition, we continued to work on writing a business plan, writing text for the website, and supervising our consultants during weekly meetings.

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2010 consultant tasks -- $2,320

During 2010, our consultants helped us design a sign rider mounting system that is independent from the real estate signs used up by the listing agents that outsource their buyer calls to us. This may save costs and time associated with a pickup and delivery of IVR sign riders. Also in 2010 our consultants continued working on web-based data collection and continued researching web based marketing strategies. Our consultants also identified the top 100 listing agents in Colorado and developed a call list to be utilized by Corey Wiegand. The call list took a significant amount of time to develop because it includes phone, address, web address, and secondary phone numbers.

2011- $41,530 of total expenses for the nine month period ended September 30, 2011

Management worked with our bookkeeper and accountant, Mary Dalling, CPA and our auditor HJ Associates to file a Registration Statement on Form S-1, and subsequent amendments, so that we could raise the money necessary to activate our business plan. Management created a sales presentation directed at listing agents, and, assisted by its technical consultants and at no cost to the company, developed a call list of middle level listing agents so that we can begin, pending the receipt of funds, all the activities described in our business plan. Management also researched and discussed strategic partnerships with local lenders and credit repair companies.

Net Loss

Our net loss for the period from inception through September 30, 2011 was $121,786 .

The net loss reflects our expenses relating to this registration statement. These expenses have been incurred ahead of our ability to recognize material revenues.

Liquidity and Capital Resources

As of September 30, 2011, we had $109 in cash and working capital deficit of $9,698. Since inception we funded our operations from cash and services contributed by our officer, equity securities issued for consulting services and cash received from our transaction with Ambermax III. The purpose of our transaction with Ambermax was to increase our cash reserves and initiate operations. Following is a brief description of our transaction with Ambermax III.

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On November 28, 2008, a “ Share Exchange Agreement” See Exhibit 10.1, was entered for the exchange of 1,125,000 shares of the common stock of Home Treasure Finders, a Colorado Corporation for all of the issued and outstanding shares, that being 1,125,000 shares, of Ambermax III Corporation, a Colorado corporation.

At closing Ambermax III delivered to Home Treasure finders:

1.	All the issued and outstanding shares of Ambermax III

2.	A certified check in the amount of $12,676, made payable to Home Treasure Finders, representing the cash held by Ambermax III at Compass Bank, that being the only asset of Ambermax III.

3.	All company books and records

4.	The resignation of James Wiegand from all positions held with Ambermax III

At closing Home Treasure Finders delivered to Ambermax III shareholders:

Stock certificates evidencing, in aggregate, 1,125,000 shares of the common stock of Home Treasure Finders, Inc.

Our audited financial statements for the periods ending December 31, 2009 and 2010 provide further information in Note 3. Our Consolidated Statement of Changes in Shareholder Equity contains an entry dated November 28, 2008 documenting the deposit into our bank of $12,676 and the issuance of 1,125,000 shares.

Since the date of closing there has been no activity in our subsidiary. James Wiegand, former Registered Agent of Ambermax III, last filed an annual report with the Colorado Secretary of State on June 3, 2009. Ambermax III is now delinquent in its filings with the Colorado Secretary of State, and scheduled to be dissolved by law.

Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405. We have incurred substantial losses since inception and our auditor’s report notes that there is substantial doubt of our ability to continue as a going concern. In the event that our future revenues prove disappointing, our liquidity may diminish substantially.

Significant Capital Expenditures

There were no significant capital expenditures. Going forward, we plan to purchase 100 signs from the proceeds of this offering. The signs cost has yet to be negotiated.

Critical Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management of our company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

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Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain. As the number of variables and assumptions affecting the probable future resolution of the uncertainties increase, these judgments become even more subjective and complex. Our significant accounting policies are discussed in Note 1 to our December 31, 2010 financial statements.

BUSINESS

Overview

We are a development stage company with business plan that provides for our revenue generating operations to commence upon completion of our website We may be deemed a “Shell Company” as defined by Rule 405. Our company was incorporated in the State of Colorado on July 7th, 2008.

We share a 350 square foot office in the home of our president, who conducts various other activities in connection with real estate from this office. Use of the space is contributed by our President. During the next year, we foresee no need to increase the size of our office space or relocate.

We are planning to use proceeds from this funding, if any, to complete development efforts on our website. Assuming our website can be activated, we plan to supply established listing agents with any means of outsourcing buyer agents and thereby supply buyer agents with leads. Specifically, following completion of our website, our business plan provides that we will engage in the following three operations

1.	Contact established listing agents. Meet to explain the financial benefits of our service and procure referral agreements with interested listing agents.
2.	Place IVR signs at each of the listings to generate and send leads to our buyer agents. Obtain weekly status updates on properties from the listing agents. Supply the listing agents with weekly call capture updates.
3.	Recruit buyer agents by advertising on the web. Enter referral agreements with buyer agents. Train buyer agents to convert the leads to sales on which we plan to generate revenue through a commission split.

Our business plan incudes day to day activities of Corey Wiegand associated with the above operations plan for 2012.

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The following tables contain a detailed breakdown of Corey Wiegand’s daily and quarterly activity plan including the hours budgeted for each activity for each quarter during 2012:

		1st Qtr		2nd Qtr		3rd Qtr		4th Qtr
1	Place advertisements on Craiglist.		2		2		2		2
2	Place cold calls to established listing agents.		30		20		15		15
3	Meet with listing agents.		12		9		9		11
4	Respond to emails and set up interviews.		2		2		2		2
5	Meet with struggling buyer agents.		1		1		1		1
6	Train buyer agents.		12		27		42		57
7	Meet with producing buyer agents.		15		15		15		15
8	Meet with producing listing agents.		2		4		6		8
9	Follow up with buyer agents.		10		15		20		25
10	Deposit referral checks.		0.5		0.75		1		1.25
11	Cut commission checks to buyer agents.		0.5		0.75		1		1.25
12	Cut referral checks to listing agents.		0.5		0.75		1		1.25
13	Organize and Manage contract laborers.		10		2.5		1		1
14	Organize and Manage contractors.		10		2.5		1		1



1	Attend Sales Seminars.		2		2		2		2
2	Attend Continuing Education Seminars.		2		2		2		2
3	Attend local and National Realtor Conventions.		0		0		0		8
4	Convert Buyer Agent Trainings to Webinars.		8		8		0		0
5	Create Strategic Partnerships.		0		0		5		0

Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.

From our discussions with other real estate professionals and a general familiarity with the economy gleaned from reading the newspaper, we believe the real estate market will remain a “buyer’s” market for many years to come. Accordingly, we are planning to mentor our buyer agents with the hope that they may thereafter help buyers make informed investment decisions. We believe that the majority of buyer agents are trained sales people. We believe that additional training will help our buyer agents to become more proficient investment mentors.

We believe that our business is subject to supply and demand for real estate in local and national markets as well as the strength of the general economy.

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Environmental Issues

We are aware of no environmental regulations which apply to our activities. We are engaged only in the pairing of well trained mentor/agents with buyers and sellers. Our activities do not involve any assembly or disassembly. We utilize no chemicals.

Certain Regulations

We plan to verify on a regular basis to confirm that both our company the buyer agents we work with are licensed and carrying adequate errors and omissions insurance.

EMPLOYEES

As of September 30, 2011 and the date of this prospectus, our sole officer and director is responsible for all sales, general and administrative functions. We have no other employees but may utilize contract labor from time to time. CoreyWiegand is a part time employee. We anticipate that during the next year he will spend on average 160 hours per quarter on our business for which he will be compensated in cash plus and percentage override based upon the company’s gross revenue.

We have used several outside consultants in the past. We have had a web designer, a software engineer and a technical consultant, working for a combination of cash and shares. Going forward, we may pay these workers cash rather than shares. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.

LEGAL PROCEEDINGS

We are not presently a party to any pending material litigation nor, to the knowledge of our management, is any litigation threatened against us.

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MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers and directors and their respective ages and positions as of the date of this prospectus are as follows:

Name	Age	Position

Corey Wiegand (1)	32	President, Chief Executive Officer, Chief Financial Officer and Sole Director

_______________

(1)	Our founder, President, CEO, CFO and Sole Director

Executive Biography.

Corey Wiegand, President, is a graduate cum laude from the University of Texas A&M in Corpus Christi. He is a real estate investor, licensed realtor, and is certified to work with short sales and bank owned properties.

Corey Wiegand’s Biography for the last five years, including dates of Employment, Job Title, Job Description, Employer and Location of employer is detailed in the table below.

Dates of Employment	Job Title	Job Description	Employer/Location

August, 2001- December, 2007	Personal Trainer, Personal Training Manager	Trained Clients, Managed and Marketed Other Personal Trainers	Mountain’s Edge Fitness Center, Boulder Colorado

August, 2006- September, 2008	Real Estate Investor	Located Fix and Flip Deals for a small investor Group	Info-Foreclosure LLC Denver Metro Area Colorado

November, 2007-Present	Realtor	Buyer and Investor Sales Specialist	RE/MAX Alliance, Boulder, Colorado

July 2008- Present	President	Create a Local and National Referral source and Outsourced Buyer Agency Sales Force for Realtors.	Home Treasure Finders Inc. Denver Metro Area Colorado

Board of Directors

Our Directors are elected by the vote of a majority in interest of the holders of our voting stock and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

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A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.

Directors may receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board. Presently our sole director receives no compensation for his service on our Board of Directors.

Director and Officer Compensation

On July 28 and 29th, 2008, Home Treasure Finders, Inc. issued 6,700,000 shares of our common stock to founding shareholder, Corey Wiegand , in exchange for $2,395 and services valued at $100.

On July 29, 2008, Home Treasure Finders issued 3,400,000 shares of our common stock to our former officer and director, Kevin Byrne in exchange for $2,091 cash. Kevin Byrne resigned all positions during December of 2010.

We have no director compensation policy. Directors may be reimbursed for their expenses incurred for attending each board of directors meeting and may be paid a fixed sum for attendance at each meeting of the directors or a stated salary as director. No policy or payment precludes any director from serving us in any other capacity and being compensated for the service. Members of special or standing committees may be allowed like reimbursement and compensation for attending committee meetings. During the years ended December 31, 2009 and December 31, 2010 and the period from inception until September 30, 2011and the date of this prospectus, none of our directors were paid any fees to attend director meetings.

EXECUTIVE COMPENSATION

There were no executives who received annual and/or long-term compensation for more than $100,000 per year at the end of the last completed fiscal year. Our executive officer did not receive any compensation during the years ended December 31, 2009 and December 31, 2010 and the period from inception until September 30, 2011 and the date of this prospectus. Going forward, we may elect to pay Mr. Wiegand a salary and/or a percentage of sales. We have not executed a written agreement in connection with this contingency. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.

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Summary Compensation Table

The following table sets forth certain information concerning compensation paid our officer during years ended 2008, 2009, 2010 and as of the date of this prospectus. Mr. Wiegand received no compensation. Going forward, Mr. Wiegand will receive a salary plus a commission based upon a percentage of gross sales, however, no written agreement in connection with the sales commission to be paid Mr.Wiegand has been executed.

Name and principal position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)

Corey Wiegand, Officer and Sole Director	2008 2009 2010 2011 (1)		—— — ---		—— — ---		—— — ---		—— — ---		— — — ---		— — — ---		— — — ---		—— — ---

------------

(1) For the nine month period ended September 30, 2011 and the date of this prospectus.

For the years ended 2008, 2009, 2010 and 2011 and for the nine month period from December 31, 2010 until September 30, 2011, services valued at $33,300, $12,700, $21,820 and $16,850 respectively, were contributed by our officers and director.

Option Grants in Last Fiscal Year

No stock options were granted to the Named Executives for the years ended December 31, 2008, 2009, 2010 and as of the date of this prospectus.

Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values

No stock options were exercised or held for exercise.

Equity Compensation Plan Information

There is currently no stock option executive compensation plan in place.

Employment and Consulting Agreements

The Company has no agreement for employment. The Company has a written agreement for certain future financial printing services for which 140,000 shares of its common stock were issued on March 16, 2009. Going forward, we plan to pay Corey Wiegand $2,500 monthly plus a quarterly override of 15% based upon quarterly revenue. Corey Wiegand plans to spend, on average, about 40 hours per month on our business. We have not executed a written agreement in connections with this arrangement. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Our President, Corey Wiegand, was issued 6,700,000 shares of our common stock on July 28 and 29 of 2008 for $2,395 in cash and services valued at $100.

A copy of the Share Exchange Agreement, signed by all shareholders of Ambermax III is contained in Exhibit 10.1.Our Share Exchange agreement with Ambermax III may be deemed consummated at less than arms length because James Wiegand, father of Cocrey Wiegand was an officer and sole director of Ambermax III at the time of the transaction. James Wiegand resigned all positions with Ambermax III following the consummation of the transaction with Home Treasure finders. The purpose of our transaction with Ambermax III was to increase our cash reserves. See Signatory page of “Share Exchange Agreement” for a complete list of the former shareholders of Ambermax III. All of the shareholders of Ambermax III, including Mr. James Wiegand, exchanged each share owned of Ambermax III for one shares of our common stock. A copy of the “Share Exchange Agreement” signed by Mr. Wiegand as an Officer and director of Ambermax III, and by the shareholders of Ambermax III, is contained in Exhibit 10.1.

Corey Wiegand has no relationship with any shareholder of the Company other than James. Wiegand.

We issued Sonja Gouak 140,000 shares on March 16, 2009 for future services as our financial printer. The services are valued at $7,000. There is no relationship between Sonja Gouak and any of the other selling shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, as of June 30, 2011 and as of the date of this prospectus, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405

Title of Class	Name of Beneficial Owner (1)	Number of Shares Beneficially Owned (2)	Percentage Ownership (2)

Common Stock	Corey Wiegand	6,700,000	58.6%

Common Stock	Bristlecone Associates, LLC (3) 38113 Fruitland Mesa Road Crawford, CO 81415	3,000,000	26.2%

Common Stock	All Executive Officers and Directors as a Group (1 person)	6,700,00	58.6%

____________________

(1)	Except as otherwise indicated, the address of each beneficial owner is c/o Home Treasure Finders, Inc., 3412 West 62nd Ave., Denver, CO 80221.

(2)	Applicable percentage ownership is based on 11,425,800 shares of common stock outstanding as of September 30, 2011 and as of the date of this prospectus. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.
(3)	Bristlecone Associates, LLC acquired 3,000,000 shares from Kevin Byrne on December 25, 2010 for $2,500 cash.

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DESCRIPTION OF SECURITIES TO BE REGISTERED

COMMON STOCK

Description of Securities

Authorized capital stock consists of 100,000,000 shares of a single class of common stock, having no par value. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.

The holders of our common stock:

·	have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors;

·	are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

·	do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights are entitled to one vote per share on all matters on which stockholders may vote

Non-Cumulative Voting

Holders of shares of our common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Cash Dividends

As of the date of this Prospectus, we not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, capital requirements and financial position, general economic conditions, and other pertinent conditions.

We will not to pay any cash dividends in the foreseeable future, but rather reinvest earnings, if any, in our business operations.

Reports

We have not previously been required to comply with the reporting requirements of the Securities Exchange Act. We have filed with the SEC a registration statement on Form S-1 to register the securities offered by this prospectus. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405. For future information about us and the securities offered under this prospectus, you may refer to the registration statement and to the exhibits filed as a part of the registration statement.

In addition, after the effective date of this prospectus, we will be required to file annual, quarterly, and current reports, or other information with the SEC as provided by the Securities Exchange Act. You may read and copy any reports, statements or other information we file at the SEC's public reference facility maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Our SEC filings are also available to the public through the SEC Internet site at http\\www.sec.gov.

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INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Limitation of Liability

Article 8(d) of our articles of incorporation, subject to certain exceptions, eliminates the potential personal liability of a director for monetary damages to us and to our shareholders for breach of a duty as a director. There is no elimination of liability for:

•

a breach of duty involving appropriation of our business opportunities;

•

an act or omission not in good faith or involving intentional misconduct or a knowing violation of law;

•

a transaction from which the director receives an improper material tangible personal benefit; or

•

the types of liability set forth in Sections 7-106-401and Section 7-108-401 of the Colorado Revised Statutes dealing with unlawful distributors of corporate assets to shareholders.

Article 8(d) does not eliminate or limit our right or our shareholders’ right to seek injunctive or other equitable relief not involving monetary damages.

We adopted certain provisions of the Colorado Business Corporation Code that allow Colorado corporations, with the approval of their shareholders, to include in their articles of incorporation a provision eliminating or limiting the liability of directors, except in the circumstances described above. We included these provisions to encourage qualified individuals to serve and remain as our directors. While we have not experienced any problems in locating directors, we could experience difficulty in the future as our business activities increase and diversify. We also included these provisions to enhance our ability to obtain liability insurance for our directors at a reasonable cost. While we have obtained liability insurance covering actions our directors take in their capacities as directors, our board of directors believes that the current directors’ liability insurance environment, and the environment for the foreseeable future, is characterized by increasing premiums, reduced coverage and an increasing risk of litigation and liability. Our board of directors believes that our limitation of directors’ liability will enable us to obtain such insurance in the future on terms more favorable than if such a provision were not included in our articles of incorporation.

Indemnification

Our bylaws contain certain indemnification provisions that provide that our directors, officers, employees and agents will be indemnified against expenses they actually and reasonably incur if they are successful on the merits of a claim or proceeding.

When a case or dispute is not determined ultimately on its merits, the indemnification provisions provide that we will indemnify directors when they meet the applicable standard of conduct. A director meets the applicable standard of conduct if the director acted in a manner he or she reasonably believed to be in or not opposed to our best interests and, with respect to any criminal action or proceeding, if the director had no reasonable cause to believe his or her conduct was unlawful. Our board of directors, our shareholders or our independent legal counsel determines whether the applicable standard of conduct has been met in each specific case.

Our bylaws also provide that the indemnification rights are not exclusive of other indemnification rights to which a director may be entitled under any bylaw, resolution or agreement, either specifically or in general terms approved by the affirmative vote of the holders of a majority of the shares entitled to vote.

We can also provide for greater indemnification than that described in our bylaws if we choose to do so, subject to our shareholders’ approval. We may not, however, indemnify a director for liability arising out of circumstances that constitute exceptions to limitation of a director’s liability for monetary damages.

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The indemnification provisions of our bylaws specifically provide that we may purchase and maintain insurance on behalf of any director against any liability asserted against such person and incurred by him in any such capacity, whether or not we would have had the power to indemnify against such liability.

We are not aware of any pending or threatened action, suit, or proceeding involving any of our directors or officers for which such directors or officers may seek indemnification from us.

We have been advised that in the opinion of the Securities and Exchange Commission, indemnification of directors, officers, and controlling persons for violations of the Securities Act of 1933 is against public policy and is therefore unenforceable. In the event that a claim for indemnification against such liabilities other than our payment of expenses incurred or paid by our director, officer, or controlling person in the successful defense of any action, suit, or proceeding is asserted by such director, officer, or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

PLAN OF DISTRIBUTION

DETERMINATION OF OFFERING PRICE

The offering price for the common stock to be sold in this offering has been determined by our management. The price bears no relation to current income, revenue or other objective financial data. The factors used by our management to determine the offering price include the market potential for our products, services and the growing use of advanced information and communications technologies in our industry.

4,025,800 Shares of Common Stock

This is the initial registration of our common stock

The prospectus relates to:

1.	The sale by us of a minimum of 300,000 shares of common stock up to a maximum of 600,000 shares of common stock at a purchase price of $0.10 per share (“The Primary Offering”). The minimum purchase amount is $200 to purchase a minimum of 2,000 shares

The resale of up to 3,425,800 shares of our common stock. The selling shareholders will sell their shares at a fixed price of $.10 per share until the shares are quoted on the OTCBB or OTCQB, if at all, thereafter at prevailing market prices or privately negotiated prices.(“The Resale Offering”).The significant shareholders, Corey Wiegand and Bristlecone Associates, LLC are deemed “underwriters’ and will sell their shares at $0.10 per share for the duration of this offering.

The Primary Offering shall commence upon the date first declared effective and continue for a period of one year. We may extend the Primary Offering of and additional 90 business days unlessthe offering is completed or otherwise terminated by us.

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CURRENT MARKET FOR OUR SHARES

Our common stock is not currently traded on any national securities exchange and is not quoted on any over-the-counter market. If our shares become quoted on the Over-The-Counter Bulletin Board or OTCQB, sales by shareholders other than the significant shareholders will be made at prevailing market prices or privately negotiated prices. We cannot provide any assurance that our common stock will ever be quoted on the OTC Bulletin Board or on any stock exchange.

Upon effectiveness of this registration we plan look for a market maker to file on our behalf, Form 15c211, for the purpose of having our shares approved for quotation on the OTC Bulletin Board, which is maintained by the National Association of Securities Dealers. Irrespective of whether our shares are approved for quotation on the OTC Bulletin Board a purchaser of our shares may not be able to resell our shares, and our shares will remain subject to the penny stock rules.

In the event that our shares are approved for quotation on the OTCBB, transfer of our shares will be subject to the penny stock rules. Broker-dealers will be discouraged from effecting transactions in our shares because they will be considered penny stocks and will be subject to the penny stock rules. Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on brokers-dealers who make a market in a "penny stock." A penny stock generally includes any non-NASDAQ equity security that has a market price of less than $5.00 per share. Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an individual with net worth in excess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to sale, unless the broker-dealer or the transactions is otherwise exempt. In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks.

The additional sales practice and disclosure requirements imposed upon brokers-dealers will discourage broker-dealers from effecting transactions in our shares, which will severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market, assuming one develops.

Upon effectiveness of this registration we plan to look for a market maker to file a Form 15c211 on our behalf for the purpose of having our shares approved for quotation on the OTC Bulletin Board, which is maintained by the National Association of Securities Dealers. Irrespective of whether our shares are approved for quotation on the OTC Bulletin Board, a purchaser of our shares may not be able resell our shares, and our shares will remain subject to the penny stock rules.

THE OFFERING WILL BE SOLD BY OUR CHIEF FINANCIAL OFFICER.

We are offering a minimum of 300,000 shares and a maximum of up to a total of 600,000 shares of common stock as a self-undertaken offering. The offering price is $0.10 per share.

Until the minimum of 300,000 shares are sold and a minimum of $30,000 is raised by us by selling our common stock offered in this prospectus (the "Minimum Offering"), all payments for shares will be deposited into an escrow account of Standard Registrar and Transfer Agency, Inc. If $30,000 is not raised in this offering, all payments deposited in the escrow account will be promptly refunded in full, without interest and without any deduction for expenses. If $30,000 is raised in this offering, all funds held in escrow will be released to us and we will continue to sell shares up to the maximum amount of 600,000 shares.

The offering will be for a period of one year from the effective date and may be extended for an additional 90 business days if we choose to do so. In our sole discretion, we have the right to terminate the offering at any time, even before we have sold the 300,000 shares. There are no specific events which might trigger our decision to terminate the offering.

- 37 -

We cannot assure you that all or any of the shares offered under this prospectus will be sold. No one has committed to purchase any of the shares offered. Therefore, we may only sell a nominal amount of shares and receive minimal proceeds from the offering. We reserve the right to withdraw or cancel this offering and to accept or reject any subscription in whole or in part, for any reason or for no reason. Subscriptions will be accepted or rejected promptly. All monies from rejected subscriptions will be returned by us to the subscriber, without interest or deductions.

Once accepted after the Minimum Offering is met, the funds will be deposited into an account maintained by us and be immediately available to us. There are no investor protections for the return of subscription funds once accepted. Once we receive the purchase price for the shares, we will be able to use the funds. Certificates for shares purchased will be issued and distributed by our transfer agent promptly after a subscription is accepted and "good funds" are received in our account.

We will sell the shares in this offering solely through our President and Chief Financial Officer, Mr. Corey Wiegand, who will receive no commission from the sale of our shares by us nor will he register as a broker-dealer pursuant to Section 15 of the Securities Exchange Act of 1934 in reliance upon Rule 3(a)4-1. Rule 3(a)4-1 sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer. Our chief financial officer satisfies the requirements of Rule 3(a)4-1 in that:

1. He is not subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Act, at the time of his participation; and,

2. He is not being paid commissions or other remuneration based either directly or indirectly on transactions in securities; and

3. He is not, at the time of his participation, an associated person of a broker- dealer; and

4. Mr. Wiegand meets the conditions of Paragraph (a)(4)(ii) of Rule 3(a)4-1 of the Exchange Act, in that he (A) primarily performs, or is intended primarily to perform at the end of the offering, substantial duties for or on behalf of the issuer otherwise than in connection with transactions in securities; and (B) is not a broker or dealer, or an associated person of a broker or dealer, within the preceding twelve (12) months; and (C) does not participate in selling and offering of securities for any issuer more than once every twelve (12) months other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).

As long as we satisfy all of these conditions, we are comfortable that we will be able to satisfy the requirements of Rule 3a4-1 of the Exchange Act notwithstanding that a portion of the proceeds from this offering will be used to pay the salaries of our officers.

As our Chief Financial Officer will sell the shares being offered pursuant to this offering, Regulation M prohibits the company and its officers and directors from certain types of trading activities during the time of distribution of our securities. Specifically, Regulation M prohibits our officers and directors from bidding for or purchasing any common stock or attempting to induce any other person to purchase any common stock, until the distribution of our securities pursuant to this offering has ended.

We intend to advertise and hold investment meetings in various states where the offering will be registered. We will also distribute the prospectus to potential investors at the meetings and to our friends and relatives who are interested in us and a possible investment in the offering.

OFFERING PERIOD AND EXPIRATION DATE

The primary offering will commence on the effective date of this prospectus and continue for a period of one year. We may extend the offering for an additional 90 business days unless the offering is completed or otherwise terminated by us.

- 38 -

PROCEDURES FOR SUBSCRIBING

If you decide to subscribe for any shares in this offering, you must deliver a check or certified funds along with a completed Subscription Agreement for acceptance or rejection. There is a $200 minimum share purchase requirement for individual investors. All checks for subscriptions must be made payable to "Home Treasure Finders, Inc." Upon receipt, all funds provided as subscriptions will be immediately deposited into our escrow account and be available for use by the Company as soon as the offering minimum of $30,000 has been achieved.

How to Subscribe

Each prospective investor who desires to purchase at least 2,000 shares must:

1.	Complete, date and execute the Subscription Agreement that is attached as Exhibit 4.1 to this prospectus.

2.	Make a check payable to “Home Treasure Finders, Inc. in the amount equal to $0.10 multiplied by the number of shares subscribed for.

3.	Return the completed Subscription Agreement as follows: By hand, U.S. Mail. Or overnight delivery to: Home Treasure Finders, Inc. 3412 W. 62nd Avenue Denver, CO 80221

4.	Upon our receipt of payment for the shares subscribed for, the Subscription Agreement will become final, binding and irrevocable.

RIGHT TO REJECT SUBSCRIPTIONS

We maintain the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within 48 hours of our having received them.

BLUE SKY RESTRICTIONS ON RESALE

When a selling security holder wants to sell common shares under this registration statement, the selling security holders will also need to comply with state securities laws, also known as "Blue Sky laws," with regard to secondary sales. Many states, for example, have an exemption for secondary trading of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or for securities of issuers that publish continuous disclosure of financial and non-financial information in a recognized securities manual, such as Standard & Poor's. The broker for a selling security holder will be able to advise a selling security holder which states our common shares is exempt from registration with that state for secondary sales.

Any person who purchases common shares from a selling security holder under this registration statement who then wants to sell such shares will also have to comply with Blue Sky laws regarding secondary sales.

When the registration statement becomes effective, and a selling security holder indicates in which state(s) he desires to sell his shares, we will be able to identify whether it will need to register or will rely on an exemption there from.

- 39 -

ADDITIONAL SEC AND NASD RESTRICTIONS

Because the market price of our common stock is less than $5.00 per share, our common stock is classified as a "penny stock." SEC Rules impose additional sales practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as an "established customer" or an "accredited investor." This includes the requirement that a broker-dealer must make a determination that investments in penny stocks are suitable for the customer and must make special disclosures to the customer concerning the risks of penny stocks. Application of the penny stock rules to our common stock could adversely affect the market liquidity of the shares, which in turn may affect the ability of holders of shares of our common stock to resell the shares. As a result of the difficulty in selling our shares, investors may not be able to liquidate their shareholdings in our company as quickly as they might otherwise be able to do in more conventionally traded securities and therefore you may lose all or a significant portion of your investment in our company.

In addition to the "penny stock" rules described above, the NASD has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, the NASD believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The NASD requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder's ability to resell shares of our common stock

PENNY STOCK REGULATIONS

You should note that our common shares are a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common shares.

No market currently exists for our shares. Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405. The price reflected in this prospectus of $0.10 per share is the initial offering price of the shares of common stock upon the effectiveness of this prospectus. Significant selling shareholders, Corey Wiegand and Bristlecone should be deemed “underwriters,” and will offer their shares at a fixed price of $0.10 per share for the duration of the offering. The selling stockholders (other than significant shareholders Corey Wiegand and Bristlecone), may, from time to time, sell any or all of their shares of common stock covered by this prospectus in private transactions at a price of $0.10 per share or on any stock exchange, market or trading facility on which the shares may then be traded. If our shares are quoted on the Over-the-Counter Bulletin Board ("OTCBB") or other exchange, the selling stockholders may sell any or all of their shares at prevailing market prices or privately negotiated prices. The term "selling stockholders" includes donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other non-sale related transfer. We will pay the expense incurred to register the shares being offered by the selling stockholders for resale, but the selling stockholders will pay any underwriting discounts and brokerage commissions associated with these sales. The selling stockholders may use any one or more of the following methods when selling shares:

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·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
·	privately negotiated transactions; and
·	a combination of any such methods of sale.

The provisions of Rule 144 may not be available to our shareholders because of our potential status as a shell company as provided in Rule 144(i).

The $0.10 per share offering price of the shares of common stock being sold under this prospectus has been arbitrarily set. The price does not bear any relationship to our assets, book value, earnings or net worth and it is not an indication of actual value. Additionally, the offering price of our shares is higher than the price paid by our founders, and exceeds the per share value of our net tangible assets. Therefore, if you purchase shares in this offering, you will experience immediate and substantial dilution. You may also suffer additional dilution in the future from the sale of additional shares of common stock or other securities, if the need for additional financing forces us to make such sales. Investors should be aware of the risk of judging the real or potential future market value, if any, of our common stock by comparison to the offering price.

In offering the shares covered by this prospectus, the selling stockholders may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. Any broker-dealers who execute sales for the selling stockholders will be deemed to be underwriters within the meaning of the Securities Act. Any profits realized by the selling stockholders and the compensation of any broker-dealer may be deemed to be underwriting discounts and commissions.

Each selling stockholder and any other person participating in a distribution of securities will be subject to applicable provisions of the Exchange Act and the rules and regulations there under, including, without limitation, Regulation M, which may restrict certain activities of, and limit the timing of purchases and sales of securities by, selling stockholders and other persons participating in a distribution of securities. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of the foregoing may affect the marketability of the securities offered hereby.

Any securities covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under that rule rather than pursuant to this prospectus.

SELLING STOCKHOLDERS

The table below sets forth information concerning the resale of the shares of common stock by the selling stockholders. We will not receive any proceeds from the resale of the common stock by the selling stockholders. Assuming all the shares registered below are re-sold by the selling stockholders, none of the selling stockholders, other than Bristlecone and Wiegand, will continue to own any shares of our common stock.

The following table also sets forth the name of each person who is offering the resale of shares of common stock by this prospectus, the number of shares of common stock beneficially owned by each person, the number of shares of common stock that may be sold in this offering and the number of shares of common stock each person will own after the offering, assuming they resell all of the shares offered.

Registrant is a development stage company with minimal operations and may be deemed a “Shell Company” as defined by Rule 405.

- 41 -

Name of Selling Stockholder	Common	Total Shares	Number of Shares Owned
and Position, Office or	Shares owned by	Registered Pursuant	Issued and	by Selling Stockholder After
Material Relationship with	the selling	to this	Outstanding Shares	Offering and Percent of Total
Mountain Renewables, Inc.	Stockholder (1)	Offering	before Offering	Issued and Outstanding(2)
			% of Class	# of Shares	% of Class
Bristlecone Associates, LLC	3,000,000	1,000,000	26.3	2,000,000	17.5
Janet Collins	200,000	200,000	1.75	Nil	Nil
James Wiegand	200,000	200,000	1.75	Nil	Nil
Corey Wiegand**	6,700,000	700,000	58.6	6,000,000	52.5
Kevin Byrne	400,000	400,000	3.5	Nil	Nil
Martha S. Sandoval	200,000	200,000	1.75	Nil	Nil
Dustin Sandoval	50,000	50,000	*	Nil	Nil
Jessica Sandoval	50,000	50,000	*	Nil	Nil
Andrew Peterson	50,000	50,000	*	Nil	Nil
Lacey Rosales	50,000	50,000	*	Nil	Nil
Craig Bordon	10,000	10,000	*	Nil	Nil
Craig K. Olson	20,000	20,000	*	Nil	Nil
David Callaham	10,000	10,000	*	Nil	Nil
David Zallar	10,000	10,000	*	Nil	Nil
Larry Willis	10,000	10,000	*	Nil	Nil
Shirley Hale	20,000	20,000	*	Nil	Nil
Richard Giannotti	10,000	10,000	*	Nil	Nil
Craig Kimbal	10,000	10,000	*	Nil	Nil
Delos Elmer	10,000	10,000	*	Nil	Nil
Craig A. Olson	10,000	10,000	*	Nil	Nil
Kiva Stack	10,000	10,000	*	Nil	Nil
Stacy Thomas	2,500	2,500	*	Nil	Nil
Katherine Vacha	10,000	10,000	*	Nil	Nil
Mike and Michelle Vacha JTWROS	10,000	10,000	*	Nil	Nil
Anthony Clanton	10,000	10,000	*	Nil	Nil
Gordon and Lahna Crabtree JTWROS	10,000	10,000	*	Nil	Nil
Kimberley Manning	10,000	10,000	*	Nil	Nil
Nathan and Jana Faris JTWROS	10,000	10,000	*	Nil	Nil
Michael Willis	10,000	10,000	*	Nil	Nil
Grant Willis	10,000	10,000	*	Nil	Nil
William Gofigan	2,500	2,500	*	Nil	Nil
Kent Florence	10,000	10,000	*	Nil	Nil
Ryan Kaszycki	10,000	10,000	*	Nil	Nil
Teri Tabor	10,000	10,000	*	Nil	Nil
Jeffery and Heather Christainsen JTWROS	10,000	10,000	*	Nil	Nil
Ruth Harrison Revocable Trust	10,000	10,000	*	Nil	Nil
Tom Menten	10,000	10,000	*	Nil	Nil
Frederich and Cheryl Johnston	10,000	10,000	*	Nil	Nil
Francis Acedo	10,000	10,000	*	Nil	Nil
Steven Crouch	10,000	10,000	*	Nil	Nil
Chris Crouch	10,000	10,000	*	Nil	Nil
Beau Brooks	10,000	10,000	*	Nil	Nil
Sonja Gouak (4)	140,000	140,000	1.2	Nil	Nil
Jason Darymple	8,800	8,800	*	Nil	Nil
Walt White	36,000	36,000	*	Nil	Nil
Nick Krut	16,000	16,000	*	Nil	Nil

Total Shares	11,425,800	3,425,800

______________

* Less than one percent.

** Officer and/or director. Reflects 6,600,000 founders shares purchased for $ 2,395 cash on July 29, 2008 plus an additional 100,000 shares issued on July 28, 2008 for services valued at $100. Mr. Corey Wiegand should be deemed an “underwriter.”

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(1)

The number and percentage of shares beneficially owned is determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares as to which the selling stockholders has sole or shared voting power or investment power and also any shares, which the selling stockholders has the right to acquire within 60 days.

(2)	Assumes that all securities registered will be sold.

(3)

Bristlecone Associates, LLC a Colorado Limited Liability Company, is controlled by Anna Collins. Bristlecone Associates, LLC is not a broker-dealer or affiliate of a broker-dealer. Bristlecone Associates, LLC should be deemed an “underwriter.” There is no relationship between Anna Collins and any of the other selling shareholders. Bristlecone purchased the 3,000,000 shares from Kevin Byrne on December 25, 2010 for $2,500 cash.

(4)	Sonja Gouak is not a broker-dealer or affiliate of a broker-dealer. There is no relationship between Sonja Gouak and any of the other selling shareholders. We issued Sonja Gouak 140,000 shares on March 16, 2009 for future services as our financial printer. The services are valued at $7,000.

On consummation of the Share Exchange Agreement with Ambermax III, all of the 38 additional shareholders of Ambermax III each received one share of the company’s common stock in exchange for each share of the commons stock of Ambermax III and the company received $ 12,676 in cash, which was the only asset of Ambermax III . The purpose of our transaction with Ambermax was to increase our cash reserves. See Signatory page of “Share Exchange Agreement” for a complete list of the former shareholders of Ambermax III. A copy of the “Share Exchange Agreement” signed by Mr. James Wiegand as an Officer and director of Ambermax III and by all shareholders of Ambermax III, is contained in Exhibit 10.1. Mr. James Wiegand resigned all positions held with Ambermax III concurrent with the consummation of the agreement.

LEGAL MATTERS

Law Offices of Davidson and Shear, PLC have issued an opinion with respect to the validity of the shares of common stock being offered hereby.

EXPERTS

Our audited financial statements for December 31, 2009 and 2010 and the September 30, 2011 unaudited financial statements, have been included herein in reliance upon the report of HJ & Associates, LLC., independent registered public accountant, appearing elsewhere herein, and upon authority of said firm as experts in accounting and auditing.

AVAILABLE INFORMATION

- 43 -

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Index to Consolidated Financial Statements


Report of Independent Registered Public Accounting Firm			F - 2

Consolidated Balance Sheets			F - 3

Consolidated Statements of Operations			F - 4

Consolidated Statements of Stockholders’ Equity			F - 5

Consolidated Statements of Cash Flows			F - 6

Notes to the Consolidated Financial Statements			F - 7

F - 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Home Treasure Finders, Inc. and Subsidiary (a development stage company)

Denver, Colorado

We have audited the accompanying consolidated balance sheets of Home Treasure Finders, Inc. and Subsidiary (a development stage company) as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders' equity, and cash flows for the years then ended and from inception on July 28, 2008 through December 31, 2010. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Home Treasure Finders, Inc. and Subsidiary (a development stage company) as of December 31, 2010 and 2009, and the results of their operations and their cash flows for the years then ended and from inception on July 28, 2008 through December 31, 2010, in conformity with U.S. generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has incurred losses since inception and has a limited operating history, raising substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ HJ & Associates, LLC

HJ & Associates, LLC

Salt Lake City, Utah

August 4, 2011

F - 2

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Balance Sheets


	December 31,			December 31,
	2010			2009

Assets

Current Assets:
Cash	$	7,982		$	9,306
Prepaid expenses		7,000			7,000


Total assets	$	14,982		$	16,306
Liabilities and Shareholders’ Equity

Liabilities:
Accounts payable	$	3,040		$	1,720

Total liabilities		3,040			1,720

Shareholders’ equity:
Common stock, no par value; 100,000,000 shares authorized,
11,365,000 and 11,365,000 shares issued and outstanding, respectively		24,262			24,262
Additional paid in capital		67,936			46,116
Deficit accumulated during development stage		(80,256	)		(55,792	)
Total shareholder’s equity		11,942			14,586

Total liabilities and shareholders' equity	$	14,982		$	16,306

See accompanying notes to consolidated financial statements

F - 3

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Operations

							July 28,
							2008
							(Inception)
	For the Year Ended						Through December
	December 31,						31,
	2010			2009			2010

Revenue	$	—		$	—		$	—


Operating expenses:
Professional fees		—			105			105
General and Administrative		24,464			17,741			80,351
Total operating expenses		24,464			17,846			80,456


Net Operating loss		(24,464	)		(17,846	)		(80,456	)

Other Income
Other income		—			200			200

Total other income		—			200			200

Net loss	$	(24,464	)	$	(17,646	)	$	(80,256	)


Basic and diluted loss per share	$	(0.00	)	$	(0.00	)

Basic and diluted weighted average
common shares outstanding		11,365,000			11,336,233

See accompanying notes to consolidated financial statements

F - 4

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Changes in Shareholders' Equity

							Deficit
							Accumulated
					Additional		During
	Common Stock				Paid In		Development			Total
	Shares		Amount		Capital		Stage			Equity
Balance at July 28, 2008 (inception)
(Note 1)		—	$	—	$	—	$	—		$	—

Common stock issued on July 28, 2008 for
services to set up the Company valued
at $0.001 per share		100,000		100		—		—			100

Common stock issued on July 29, 2008 for cash
contributed by officers of the Company
valued at $0.0004 per share		6,600,000		2,395		—		—			2,395

Common stock issued on July 29, 2008 for cash at
$0.006 per share		3,400,000		2,091		—		—			2,091

Acquisition of Ambermax III (Note 3) on
November 28, 2008		1,125,000		12,676		—		—			12,676

Services contributed by officers		—		—		33,300		—			33,300

Net loss for the year ended December 31, 2008		—		—		—		(38,146	)		(38,146	)

Balance at December 31, 2008		11,225,000		17,262		33,300		(38,146	)		12,416

Common stock issued on March 16, 2009 for
services valued at $0.05 per share		140,000		7,000		—		—			7,000

Capital contributed by an officer		—		—		116		—			116

Services contributed by officers		—		—		12,700		—			12,700

Net loss for the year ended December 31, 2009		—		—		—		(17,646	)		(17,646	)

Balance at December 31, 2009		11,365,000		24,262		46,116		(55,792	)		14,586

Services contributed by officers		—		—		21,820		—			21,820

Net loss for the year ended December 31, 2010		—		—		—		(24,464	)		(24,464	)

Balance at December 31, 2010		11,365,000	$	24,262	$	67,936	$	(80,256	)	$	11,942

See accompanying notes to consolidated financial statements

F - 5

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Cash Flows

							July 28,
							2008
							(Inception)
	For the Year Ended						Through December
	December 31,						31,
	2010			2009			2010
Cash flows from operating activities:
Net loss	$	(24,464	)	$	(17,646	)	$	(80,256	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Contributed services		21,820			12,700			67,820
Common stock issued for services		—			—			100
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable		1,320			1,720			3,040
Net cash used in
operating activities		(1,324	)		(3,226	)		(9,296	)

Cash flows from investing activities:		—			—			—

Cash flows from financing activities:
Contributed capital		—			116			116
Proceeds from common stock sales		—			—			17,162
Net cash provided by
financing activities		—			116			17,278

Net change in cash		(1,324	)		(3,110	)		7,982

Cash, beginning of period		9,306			12,416			—

Cash, end of period	$	7,982		$	9,306		$	7,982

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	—		$	—		$	—
Interest	$	—		$	—		$	—

NON CASH FINANCING ACTIVITIES:
Common stock issued for prepaid services	$	—		$	7,000		$	100

See accompanying notes to consolidated financial statements

F - 6

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Organization

Home Treasurer Finders, Inc. (the “Company”) was initially incorporated on July 28, 2008 in the State of Colorado. The Company issued its officers and directors 10,100,000 shares of its no par common stock as payment for $4,586 in cash and fees and expenses incurred as part of organizing the Company.

The Company is in the business of operating a real estate lead referral business and operates in Colorado.

b. Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.

c. Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

d. Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

F - 7

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

d. Income Taxes (Continued)

Net deferred tax assets consist of the following components as of December 31, 2010 and 2009:

	2010			2009
Deferred tax assets:
NOL Carryover	$	1,800		$	1,800

Valuation allowance		(1,800	)		(1,800	)
Net deferred tax asset	$	-		$	-

The income tax provision differs from the amount of income tax determined by applying the U.S. income tax rate to pretax income from continuing operations for the year ended December 31, 2010 and 2009 due to the following:

	2010			2009
Book Income	$	(4,802	)	$	(3,464	)
Stock issued for services		455			141
Contributed services		4,283			2,493
Valuation allowance		64			830
	$	-			-

At December 31, 2010, the Company had net operating loss carryforwards of approximately $9,000 that may be offset against future taxable income from the year 2011 through 2031 as long as the “continuity of ownership” test is met. No tax benefit has been reported in the December 31, 2010 consolidated financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.

F - 8

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

d. Income Taxes (Continued)

The Company adopted changes issued by FASB which prescribed a recognition threshold and measurement attribute for financial statement recognition and measurement of an uncertain tax position taken or expected to be taken in a tax return. Under the guidance, an uncertain income tax position must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.

e. Loss per Common Share

The Company reports net loss per share using a dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. At December 31, 2010 and 2009 there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.

f. Development Stage

The Company is in the development stage in accordance with ASC Topic 905 “Development Stage Entities”.

g. Revenue Recognition

Revenue will be recognized when the services are provided and collection is reasonably assured.

F - 9

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

h. Newly Adopted Accounting Pronouncements

New accounting pronouncements that have a current or future potential impact on our financial statements are as follows:

Accounting Standards Update (ASU) No 2010-09 amends Topic 855 “Subsequent Events” to remove the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. It was determined that the requirements to disclose the date that the financial statements are issued potentially conflicted with some of the Securities and Exchange Commission’s (SEC) guidance. The amendment is effective for interim or annual periods ending after June 15, 2010. Certain Revenue Arrangements that include Software Elements, and various other ASU’s No. 2009-2 through ASU No.2010-19 contain technical corrections to existing guidance or affect guidance to specialized industries or entities were recently issued. These updates have no current applicability to the Company or their effect on the financial statements would not have been significant.

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its current or future earnings or operations.

i. Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiary. All material intercompany accounts and transactions are eliminated in consolidation.

j. Advertising

The Company follows the policy of charging the costs of advertising to expense as incurred. The Company recognized $0 and $11 of advertising expense during the years ended December 31, 2010 and 2009, respectively.

F - 10

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

NOTE 2 -COMMON STOCK TRANSACTIONS

The Company issued 140,000 shares of common stock for prepaid services valued at $7,000 during the year ended December 31, 2009. The prepaid services involve all edgarization services necessary to complete the Registration Statement on Form S-1 and will be recognized upon completion of the S-1.

During 2008, the Company issued 10,000,000 shares of common stock for cash of $4,486. The Company also issued 1,125,000 shares of common stock as part of the merger with Ambermax III Corporation. The Company also issued 100,000 shares of common stock to an officer of the Company for fees and services valued at $100.

In accordance with ASC 505-50-30 the Company measures the costs of common stock issuances to non-employees for goods or services received based on either the fair value of the equity instruments issued or the fair value of the goods or services received, whichever is more determinable. Because there has been no public market for our common stock to date, we have measured the cost of our issuances based on the value of the services received.

NOTE 3 -MERGER

On November 21, 2008 the Company completed a merger with Ambermax III Corporation where Ambermax III became the wholly owned subsidiary of Home Treasure Finders, Inc. The merger was the means of the Company receiving a capital infusion to fund operations. As part of the merger, the shareholders of Ambermax III were issued 1,125,000 outstanding shares of the Company’s stock in exchange for equal shares of Ambermax III. Ambermax III was a blank check company with no liabilities and whose only asset was $12,675 in cash. As of the date of these financial statements there was no activity in Ambermax III after the merger.

NOTE 4 -RELATED PARTY TRANSACTIONS

During the year ended December 31, 2008 the Company issued common stock to an officer of the Company for services and fees valued at $100. The Company also issued common stock to officers and major stockholders for cash of $4,486. Officers and stockholders also contributed services worth an estimated $21,820, $12,700 and $33,300 for 2010, 2009, and 2008, respectively.

To determine the value of contributed services, our officers and stockholders first estimated the number of hours they contributed throughout the year. They then estimated the value of their services per hour they would be paid if they were employed by another non-related company. Finally the number of hours contributed were multiplied by the estimated value per hour to determine the total estimated cost of contributed services.

F - 11

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

NOTE 5 -GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company is a development stage enterprise with losses since inception and a limited operating history. These factors, among others, may indicate that the Company will be unable to continue as a going concern for a reasonable period of time.

The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate sufficient cash flow to meet its obligations on a timely basis and ultimately to attain profitability. The Company intends to seek additional funding through equity offerings to fund its business plan. There is no assurance that the Company will be successful in raising additional funds.

NOTE 6 -SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date the financial statements were issued, per the requirements of ASC Topic 855, and has determined that there are no events to report.

F - 12

Item 1. Consolidated Financial Statements.

September 30, 2011

C O N T E N T S

Condensed Consolidated Balance Sheets	F-14
Condensed Consolidated Statements of Operations	F-15
Consolidated Statements of Changes in Shareholders' Equity (Deficit)	F-16
Condensed Consolidated Statements of Cash Flows	F-17
Notes to Condensed Consolidated Financial Statements	F-18

F - 13

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Balance Sheets


	September 30,			December 31,
	2011			2010
	(Unaudited)
Assets

Current Assets:
Cash	$	109		$	7,982
Prepaid expenses		2,900			7,000

Total current assets	$	3,009		$	14,982
Liabilities and Shareholders’ Equity (Deficit)

Liabilities:
Accounts payable	$	11,189		$	3,040
Related party payable		1,518			—
Total current liabilities		12,707			3,040

Shareholders’ equity (deficit):
Common stock, no par value; 100,000,000 shares authorized,
11,425,800 and 11,365,000 shares issued and outstanding, respectively		27,302			24,262
Additional paid in capital		84,786			67,936
Deficit accumulated during development stage		(121,786	)		(80,256	)
Total shareholder’s equity (deficit)		(9,698	)		11,942

Total liabilities and shareholders' equity (deficit)	$	3,009		$	14,982

See accompanying notes to consolidated financial statements

F - 14

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,						July 28, 2008 (Inception) Through September 30,
	2011			2010			2011			2010			2011

Revenue	$	—		$	—		$	—		$	—		$	—


Operating expenses:
Professional fees		12,559			—			19,593			—			19,698
General and Administrative		9,581			81			21,937			12,153			102,288
Total operating expenses		22,140			81			41,530			12,153			121,986


Operating loss		(22,140	)		(81	)		(41,530	)		(12,153	)		(121,986	)

Other Income
Other income		—			—			—			—			200

Total other income		—			—			—			—			200

Net loss	$	(22,140	)	$	(81	)	$	(41,530	)	$	(12,153	)	$	(121,786	)


Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Basic and diluted weighted average
common shares outstanding		11,425,800			11,365,000			11,412,660			11,365,000

See accompanying notes to consolidated financial statements

F - 15

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Changes in Shareholders' Equity (Deficit)

							Deficit
							Accumulated
					Additional		During
	Common Stock				Paid In		Development			Total
	Shares		Amount		Capital		Stage			Equity

Balance at July 28, 2008 (inception)		—	$	—	$	—	$	—		$	—

Common stock issued on July 28, 2008 for
services to set up the Company valued
at $0.001 per share		100,000		100		—		—			100

Common stock issued on July 29, 2008 for cash
contributed by officers of the Company
valued at $0.0004 per share		6,600,000		2,395		—		—			2,395

Common stock issued on July 29, 2009 for cash at
$0.006 per share		3,400,000		2,091		—		—			2,091

Acquisition of Ambermax III on
November 28, 2008		1,125,000		12,676		—		—			12,676

Services contributed by officers		—		—		33,300		—			33,300

Net loss for the year ended December 31, 2008		—		—		—		(38,146	)		(38,146	)

Balance at December 31, 2008		11,225,000		17,262		33,300		(38,146	)		12,416

Common stock issued on March 16, 2009 for
services valued at $0.05 per share		140,000		7,000		—		—			7,000

Capital contributed by officers		—		—		116		—			116

Services contributed by officers		—		—		12,700		—			12,700

Net loss for the year ended December 31, 2009		—		—		—		(17,646	)		(17,646	)

Balance at December 31, 2009		11,365,000		24,262		46,116		(55,792	)		14,586

Services contributed by officers		—		—		21,820		—			21,820

Net loss for the year ended December 31, 2010		—		—		—		(24,464	)		(24,464	)

Balance at December 31, 2010		11,365,000		24,262		67,936		(80,256	)		11,942

Common stock issued on March 1, 2011 for
services valued at $0.05 per share (unaudited)		60,800		3,040		—		—			3,040

Services contributed by an officer (unaudited)		—		—		16,850		—			16,850

Net loss for the period ended September 30, 2011
(unaudited)		—		—		—		(41,530	)		(41,530	)

Balance at September 30, 2011 (unaudited)		11,425,800	$	27,302	$	84,786	$	(121,786	)	$	(9,698	)

See accompanying notes to consolidated financial statements

F - 16

HOME TREASURER FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

							July 28,
							2008
							(Inception)
	For the Nine Months Ended						Through September
	September 30,						30,
	2011			2010			2011
Cash flows from operating activities:
Net loss	$	(41,530	)	$	(12,153	)	$	(121,786	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Contributed services		16,850			10,910			84,670
Common stock issued for services		3,040			—			10,140
Changes in operating assets and liabilities:
(Increase) decrease in prepaid		4,100			—			(2,900	)
Increase (decrease) in accounts payable		8,149			—			11,189
Net cash used in
operating activities		(9,391	)		(1,243	)		(18,687	)

Cash flows from investing activities:		—			—			—

Cash flows from financing activities:
Contributed capital		—			—			116
Proceeds from common stock sales		—			—			17,162
Proceeds from related party payable		1,518			—			1,518
Net cash provided by
financing activities		1,518			—			18,796

Net change in cash		(7,873	)		(1,243	)		109

Cash, beginning of period		7,982			9,306			—

Cash, end of period	$	109		$	8,063		$	109

Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes	$	—		$	—		$	—
Interest	$	—		$	—		$	—

NON CASH FINANCING ACTIVITIES:
Common stock issued for prepaid services	$	3,040		$	7,000		$	10,040

See accompanying notes to consolidated financial statements

F - 17

Home Treasure Finders, Inc. and Subsidiary

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

September 30, 2011

(Unaudited)

NOTE 1: BASIS OF PRESENTATION

The accompanying financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the December 31, 2010 financial statements and notes thereto included. The results of operations for the period ended September 30, 2011, are not necessarily indicative of the operating results for the year ended December 31, 2011.

NOTE 2: GOING CONCERN

NOTE 3: RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2011 officers and major stockholders estimated that they contributed services to the Company valued at $16,850. On September 22, 2011, an officer and major stockholder deposited $1,518 in the Company’s bank account to cover expenses. This payable is due on demand and has an imputed interest rate of 6%. No interest has been calculated as of September 30, 2011 since the money was loaned at month end.

F - 18

Home Treasure Finders, Inc. and Subsidiary

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

September 30, 2011

(Unaudited)

NOTE 4: COMMON STOCK TRANSACTIONS

On March 1, 2011, the Company issued 60,800 shares of common stock valued at $0.05 per share for consulting services provided in a prior period.

NOTE 5: SUBSEQUENT EVENTS

The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no events that require disclosure as of the date of issuance.

F - 19

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, if any, payable by the Registrant relating to the sale of common stock being registered. All amounts are estimates except the SEC registration fee.

SEC registration fee	$	75.00
Printing and engraving expenses		200.00
Legal fees and expenses		1,000.00
Accounting fees and expenses		7,000.00
Miscellaneous expenses		200.00
Total	$	8,475.00

The Registrant has agreed to bear expenses incurred by the selling stockholders that relate to the registration of the shares of common stock being offered and sold by the selling stockholders.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Indemnification of Directors and Officers

Our Articles of Incorporation, its Bylaws, and certain statutes provide for the indemnification of a present or former director or officer.

Limitation of Liability

•

a breach of duty involving appropriation of our business opportunities;

•

an act or omission not in good faith or involving intentional misconduct or a knowing violation of law;

•

a transaction from which the director receives an improper material tangible personal benefit; or

•

the types of liability set forth in Sections 7-106-401and Section 7-108-401 of the Colorado Revised Statutes dealing with unlawful distributors of corporate assets to shareholders.

II - 1

Article 8(d) does not eliminate or limit our right or our shareholders’ right to seek injunctive or other equitable relief not involving monetary damages.

Indemnification

We are not aware of any pending or threatened action, suit, or proceeding involving any of our directors or officers for which such directors or officers may seek indemnification from us.

II - 2

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to any provisions contained in its Certificate of Incorporation, or Bylaws, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On July 28 and 29, 2008 the Company issued 6,600,000 shares and 100,000 shares of common stock the founder of the Company, Corey Wiegand. Consideration was $2,395 and services valued at $100 respectively. The issuance of these shares was made in reliance upon the exemptions from registration provided by Rule 506 of Regulation D. All cash received was deposited in the company’s checking account for use in operations.

On July 29, 2008 the Company issued 3,400,000 shares of common stock to Kevin Byrne. Consideration was $2,091 cash. The issuance of these shares was made in reliance upon the exemptions from registration provided by Rule 506 of Regulation D. All cash received was deposited in the company’s checking account for use in operations.

On November 28, 2008 in connection with our share exchange transaction with Ambermax III, the company issued 1,125,000 shares of its common stock to the shareholders of Ambermax III. The consideration was all assets held by Ambermax III, which consisted of $12,676 of cash. All cash received was deposited in the company’s checking account for use in operations.

The original issuance of shares issued to the Ambermax shareholders was made in reliance upon the exemptions from registration provided by Rule 506 of Regulation D.

On March 16, 2009, the Company issued 140,000 shares of common stock valued at $7,000 as compensation to Sonja Gouak. The consideration was future services to be provided by Ms. Gouak. The issuance of these shares was made in reliance upon the exemptions from registration provided by Rule 506 of Regulation D.

II - 3

* All of the above offerings and sales were deemed to be exempt under Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of the Company or executive officers of the Company, and transfer was restricted by the Company in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.

Except as expressly set forth above, the individuals and entities to which we issued securities as indicated in this section of the registration statement are unaffiliated with us.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit Number		Description of Exhibit

3.1*		Certificate of Incorporation.
3.2*		By-Laws.
4.1***		Subscription Agreement
5.1		Opinion on Legality
10.1*		Share Exchange Agreement
10.2		Escrow Agreement
10.3**		Independant Contractor Agreement with J. Dalrymple
10.4**		Independant Contractor Agreement with S. Gouak
10.5**		Independant Contractor Agreement with W. White
23.1		Consent of HJ& Associates, LLC.
99.1**		PictureIVR SIGN

_________________

* Previously filed with the S-1 Registration Satement on August 8, 2011.

** Previously filed with Amemdment No. 1 to the S-1 Registration Satement on October 14, 2011.

*** Previously filed with the S-1 Registration Satement on August 8, 2011 and attached hereto.

ITEM 17. UNDERTAKINGS.

UNDERTAKINGS

The undersigned Registrant hereby undertakes as follows:

(a) (1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement.

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Act”);

(ii)

To reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the maximum estimated offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

II - 4

(iii)

To include any additional or changed material information on the plan of distribution.

(2)

For determining liability under the Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at the time to be the initial bona fide offering.

(3)

To file a post-effective amendment to remove from registration any of the securities being registered which remain unsold at the end of the offering.

(5)

(ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b( as part of a registration statement relating to an offering, other than registration statements relying on Rule 430(B) or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as toa purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6)

That, for the purpose of determining of liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities : The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)	Any free writing prospectus relating to t he offering prepared by or on behalf of the undersigned registrant or used or refered to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)

Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions set forth in Item 24, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

If a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Denver, Colorado, on December 30, 2011.

	Home Treasure Finders, Inc.


	By:	/s/ Corey Wiegand
		Corey Wiegand
		(Principal Executive Officer) and Sole Director



	By:	/s/ Corey Wiegand
		Corey Wiegand
		Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)

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

SIGNATURES	TITLE	DATE

/s/ Corey Wiegand		December 30, 2011
Corey Wiegand	Principal Executive Officer

/s/ Corey Wiegand		December 30, 2011
Corey Wiegand	Principal Financial Officer

/s/ Corey Wiegand	Principal Accounting Officer	December 30, 2011
Corey Wiegand

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Generation Hemp, Inc. - FORM S-1/A - December 30, 2011

Attached files

Generation Hemp, Inc. Reports