Generation Hemp, Inc. - FORM 10-Q - August 14, 2014

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C.  20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended: June 30, 2014
Commission File Number 000-55019

HOME TREASURE FINDERS, INC. AND SUBSIDIARY
(Exact name of registrant as specified in its charter)

COLORADO
26-3119496
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
incorporation or organization)
  
   
3412 West 62nd Avenue, Denver, Colorado
80221
(Address of principal executive offices)
(Zip code)

(720) 273-2398
(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   ý Yes           o No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   ý Yes                      o No (Not required)

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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o
Accelerated filer o
Non-accelerated filer o
Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes   ý No
 
As of August 14, 2014,  registrant had outstanding 13,005,450 shares of common stock, no par value.
 
 
 
 
 


 
 
 Page
PART I  FINANCIAL INFORMATION
 
  
Item 1. Financial Statements for the period ended June 30, 2014
  
          Consolidated Balance Sheets (Unaudited)
  3
          Consolidated Statements of Operations (Unaudited)
  4
          Consolidated Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited)
  5
          Consolidated Statements of Cash Flows (Unaudited)
  6
          Notes to Consolidated Financial Statements
  7
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
10
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 11
Item 4. Controls and Procedures
11
Item 4T. Controls and Procedures
 11
   
PART II  OTHER INFORMATION
  
   
Item 1. Legal Proceedings
10
Item 1A. Risk Factors
10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 19
Item 3. Defaults Upon Senior Securities
19
Item 4. Mine Safety
19
Item 5. Other Information
19
Item 6. Exhibits
19
   
Signatures
20
   
 
 
- 2 -
 
 
PART I  FINANCIAL INFORMATION
 
Item 1.  Financial Statements
 
HOME TREASURER FINDERS, INC. AND SUBSIDIARY
 Consolidated Balance Sheets
 
   
June 30,
    
December 31,
  
   
2014
    
2013
  
   
(Unaudited)
        
Assets
        
             
Current Assets:
            
Cash
  
$
33,552
    
$
14,205
  
Prepaid asset
    
4,972
      
—
  
                 
Total current assets
    
38,524
      
14,205
  
                 
Property and equipment, net
    
14,294
      
—
  
                 
Other assets:
                
Security deposits
    
1,050
      
—
  
                 
Total  assets
  
$
53,868
    
$
14,205
  
           
Liabilities and Shareholders’ Equity (Deficit)
          
                 
Liabilities:
                
Accounts payable
  
$
8,086
    
$
6,311
  
Accrued salary
    
14,612
      
14,612
  
Accrued liabilities
    
29,844
      
28,220
  
Accrued interest on related party note payable
    
1,711
      
1,246
  
Related party note payable
    
8,293
      
4,943
  
Total current liabilities
    
62,546
      
55,332
  
                 
Shareholders’ equity (deficit):
                
Common stock, no par value; 100,000,000 shares authorized,
                
13,005,450 and 11,725,800 shares issued and outstanding, respectively
    
185,267
      
57,302
  
Additional paid in capital
    
96,476
      
96,476
  
Deficit accumulated during development stage
    
(290,421
)
    
(194,905
)
Total shareholder’s equity (deficit)
    
(8,678
)
    
(41,127
)
                 
Total liabilities and shareholders' equity (deficit)
  
$
53,868
    
$
14,205
  
 
See accompanying notes to consolidated financial statements.

 
- 3 -
 
 
HOME TREASURER FINDERS, INC. AND SUBSIDIARY
 Consolidated Statements of Operations
(Unaudited)
 
 
   
For the Three Months Ended
    
For the Six Months Ended
  
   
June 30,
    
June 30,
  
   
2014
    
2013
    
2014
    
2013
  
                         
Commission income
  
$
25,691
    
$
15,593
    
$
56,744
    
$
52,040
  
Property management income
    
14,274
      
9,748
      
26,737
      
9,748
  
Revenue
  
$
39,965
    
$
25,341
    
$
83,481
    
$
61,788
  
                                 
Operating expenses:
                                
Commision expense
    
11,815
      
2,339
      
25,040
      
7,806
  
Professional fees
    
10,830
      
2,937
      
21,897
      
12,215
  
General and Administrative
    
80,000
      
30,324
      
131,595
      
50,162
  
Total operating expenses
    
102,645
      
35,600
      
178,532
      
70,183
  
                                 
Operating loss
    
(62,680
)
    
(10,259
)
    
(95,051
)
    
(8,395
)
                                 
Other expense
                                
Interest expense
    
(315
)
    
(49
)
    
(465
)
    
(97
)
                                 
Total other expense
    
(315
)
    
(49
)
    
(465
)
    
(97
)
                                 
Net loss
  
$
(62,995
)
  
$
(10,308
)
  
$
(95,516
)
  
$
(8,492
)
                                 
Basic and diluted loss per share
  
$
(0.00
)
  
$
(0.00
)
  
$
(0.01
)
  
$
(0.00
)
                                 
Basic and diluted weighted average
                                
common shares outstanding
    
13,005,450
      
11,725,800
      
12,408,669
      
11,725,800
  
 
See accompanying notes to consolidated financial statements.

 
- 4 -
 

HOME TREASURE FINDERS, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Shareholders' Equity (Deficit)
 
 
               
Additional
              
   
Common Stock
    
Paid In
    
Accumulated
    
Total
  
   
Shares
    
Amount
    
Capital
    
Deficit
    
Equity
  
                               
                               
Balance at December 31, 2012
    
11,725,800
    
 $
57,302
    
 $
96,476
    
 $
(190,115
)
  
$
(36,337
)
                                         
Net loss for the year ended December 31, 2013
    
—
      
—
      
—
      
(4,790
)
    
(4,790
)
                                         
Balance at December 31, 2013
    
11,725,800
      
57,302
      
96,476
      
(194,905
)
    
(41,127
)
                                         
Common stock issued on March 31, 2014 for cash at $0.10 per share (unaudited)
    
1,196,000
      
119,600
      
—
      
—
      
119,600
  
                                         
Common stock issued on March 31, 2014 for services valued at $0.10 per share (unaudited)
    
83,650
      
8,365
      
—
      
—
      
8,365
  
                                         
Net loss for the six months ended June 30, 2014
                                        
(Unaudited)
    
—
      
—
      
—
      
(95,516
)
    
(95,516
)
                                         
Balance at June 30, 2014 (Unaudited)
    
13,005,450
    
$
185,267
    
$
96,476
    
$
(290,421
)
  
$
(8,678
)
 
See accompanying notes to consolidated financial statements.

 
- 5 -
 

HOME TREASURER FINDERS, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
 
   
For the Six Months Ended
  
   
June 30,
  
   
2014
    
2013
  
Cash flows from operating activities:
            
Net loss
  
$
(95,516
)
  
$
(8,492
)
Adjustments to reconcile net loss to net cash
                
used by operating activities:
                
Depreciation and amortization
    
631
      
—
  
Common stock issued for services
    
8,365
      
—
  
Changes in operating assets and liabilities:
                
Increase in prepaid expense
    
(4,972
 )
    
140
  
Increase in other current assets and other assets
    
(1,050
)
    
—
  
Decrease in accrued salary
    
-
      
(3,188
 )
Increase in accrued interest
    
465
      
97
  
Increase in accrued liabilities
    
1,624
      
10,360
  
Increase (decrease) in accounts payable
    
1,775
      
(322
 )
Net cash used in
                
operating activities
    
(88,678
)
    
(1,135
)
                 
Cash flows from investing activities:
                
Cash paid for fixed assets
    
(14,925
)
    
—
  
Net cash used in
                
investing activities
    
(14,925
)
    
—
  
                 
Cash flows from financing activities:
                
Proceeds from common stock sales
    
119,600
      
—
  
Proceeds from related party payable
    
3,350
      
—
  
Payment of related party payable
    
—
      
(2,500
 )
Net cash provided by
                
financing activities
    
122,950
      
(2,500
 )
                 
Net change in cash
    
19,347
      
(3,635
 )
                 
Cash, beginning of period
    
14,205
      
9,408
  
                 
Cash, end of period
  
$
33,552
    
$
5,773
  
                 
Supplemental disclosure of cash flow information:
                
Cash paid during the period for:
                
Income taxes
  
$
—
    
$
—
  
Interest
  
$
—
    
$
—
  
                 
NON CASH FINANCING ACTIVITIES:
                
Common stock issued for services
  
$
8,365
    
$
—
  

See accompanying notes to consolidated financial statements.

 
- 6 -
 
 
HOME TREASURE FINDERS, INC. AND SUBSIDIARY

Notes to Unaudited Consolidated Financial Statements

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, 2013 financial statements and notes thereto included. The results of operations for the period ended June 30, 2014, are not necessarily indicative of the operating results for the year ended December 31, 2014.

Note 2:  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, since inception the Company has incurred losses in all quarters except the quarter ended March 31, 2013 and it has 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 3:  Related Party Transactions

During the six months ended June 30, 2014, the related party payable had a net increase of $3,350.  The balance of the related party payable was $8,293 and $4,943 as of June 30, 2014 and December 31, 2013, respectively.  This payable is due on demand and has an interest rate of 8%.  Accrued interest on this payable was $1,711 at June 30, 2014.  Beginning in 2013, the Company began accruing salary of $5,500 per month to the CEO for his services.  Effective April 14, 2014, the base salary to be paid to the CEO increased to $6,000 per month.  The balance accrued at June 30, 2014 was $14,612.
 
Effective April 1, 2013 all property management activities, revenues and expenses in connection with CW Properties, a property management company owned by the CEO, were transferred to a wholly owned subsidiary of Home Treasure Finders, Inc.  All net revenue earned by CW Properties beginning April 1, 2013 has been booked as consolidated revenue of Home Treasure Finders, Inc.  

On March 3, 2014 we formed a wholly owned subsidiary, HMTF Cannabis Holdings, Inc.  The purpose of the subsidiary is to purchase properties that qualify for legal cultivation of cannabis, improve the properties and lease them to licensed third party growers.  We have expanded our website and commenced limited operations consisting of locating qualified properties and growers.

On March 14, 2014 we formed an affiliate vehicle, JDONE, LLC which has been consolidated, through which we might make anonymous offers on properties suitable for cannabis cultivation. Subsequently, we transferred $100,000 from our company checking account into the bank account of JDONE and on March 20, 2014 JDONE issued a $10,000 check to serve as good faith deposit in connection with its offer to purchase a 4.3 acre property in Commerce City Colorado. This offer was accepted by the seller but JDONE cancelled the contract on April 15 because we determined the property unsuitable for cannabis cultivation. JDONE received a refund of its good faith deposit.

We are negotiating to obtain additional capital with which to purchase various properties. As of June 30, 2014 and the date of this report we have not obtained capital deemed adequate to purchase cannabis qualified property. Consequently, no revenue from cannabis operations has been generated.
 
On April 7, 2014 we formed a wholly owned subsidiary, HMTF Productions, LLC which has been consolidated.  The purpose of the subsidiary is to help us better communicate nationwide with present and potential investors, while also generating local awareness and brand recognition.  We anticipate that the promotional activities of this subsidiary may help our real estate sales and property management division to generate additional revenue and our HMTF Cannabis Holdings subsidiary to raise working capital needed for planned real estate acquisitions.
 
 
- 7 -
 
 
HOME TREASURE FINDERS, INC. AND SUBSIDIARY

Notes to Unaudited Consolidated Financial Statements



Note 4:  Property and Equipment

The Company’s capital assets consist of computer equipment, office furniture and leasehold improvements for the new office.  Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the asset, ranging from 18 months to seven years.  Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred.  The cost and related accumulated depreciation of any capital assets that are sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

Fixed assets and related depreciation for the six months ended June 30, 2014 are as follows: 
 
       
Computer equipment
  
$
5,672
  
Furniture and fixtures
    
5,253
  
Leasehold improvements
    
4,000
  
Accumulated amortization and depreciation
    
(631
)
     Total fixed assets
  
$
14,294
  
 
Depreciation expense was $409 and amortization expense was $222 for the six months ended June 30, 2014.


Note 5:  Stock Transactions

On March 13, 2014 the Company completed a private placement of restricted common shares priced at $0.10 per share.  This placement of our restricted common stock generated $119,600 to be utilized as general working capital. The shares were issued March 31, 2014.

On March 31, the Company also issued 83,650 shares of common stock valued at $0.10 per share to pay for services received.

 
Note 6:  Subsequent Events
 
Item 1.01 Entry Into A Material Definitive Agreement
 
On July 23, 2014 we took assignment of a contract with Thomas S. Yang  (“Seller”) to purchase three warehouse units known as 4420, 4430 and 4440 Garfield Street, Denver, Colorado 80216 for $795,000. The three units total approximately 5,625 square feet and are located in a single building on industrial land which is zoned for the cultivation of cannabis. Terms of the contract provide for a cash payment of  20% of the purchase price at closing by September 1, 2014,  with the balance due carried by the Seller on a 7% to 9% flexible interest with an average monthly payment of approximately $7,704 per month during the first three years.  The contract assigned to us provides for such an assignment and we took the assignment from JDONE LLC the original purchaser in the purchase contract. We intend to:

1.  Complete due diligence and close the purchase with cash raised through a private placement of restricted shares of our common stock.

2.  Lease grow space at this site to suit the needs of one or more state licensed cannabis growers.

On August 1, 2014 we received an offer to lease the warehouse on Garfield Street and we have instructed Mr. Ted Waitkus, ESQ to conduct various investigations regarding the tenant and if appropriate to prepare a formal lease agreement.

On August 4, 2014 we entered a consulting agreement with Mr. Robert Huntley who is licensed in Denver as a General Contractor, to perform work as an independent contractor in connection with project management  and anticipated construction as required and necessary to obtain an occupancy permit for the Company’s Garfield Street project. The agreement provides that Mr. Huntley will be compensated for invoices submitted and approved for payment at the rate of $45 per hour, paid in shares of the Company’s restricted common stock.
 
 
- 8 -
 
 
HOME TREASURE FINDERS, INC. AND SUBSIDIARY

Notes to Unaudited Consolidated Financial Statements


On August 5, 2014  we began a Private Placement of restricted shares of the Company’s  common stock priced at $0.20 per share. The shares will be sold by management to investors who deliver a check in full payment for shares and accompanied by a completed and  signed Subscription Agreement which Agreement must be accepted by the Company. Any money raised will be deposited into the Company’s checking account and  utilized, as received,  to  purchase  a warehouse located at 4420, 4430, 444o Garfield Street.
 
The Company has evaluated subsequent events pursuant to ASC Topic 855 and has determined that there are no additional events that require disclosure as of the date of issuance. 
 
 
- 9 -
 
 
Part I. Item 2.  Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Forward-looking statements

The following discussion should be read in conjunction with the financial statements of Home Treasure Finders, Inc. and Subsidiary (the “Company”), which are included elsewhere in this Form 10-Q. This Quarterly Report on Form 10-Q contains forward-looking information. Forward-looking information includes statements relating to future actions, future performance, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other such matters of the Company. The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information. Forward-looking information may be included in this Quarterly Report on Form 10-Q or may be incorporated by reference from other documents filed with the Securities and Exchange Commission (the “SEC”) by the Company. You can find many of these statements by looking for words including, for example, “believes”, “expects”, “anticipates”, “estimates” or similar expressions in this Quarterly Report on Form 10-Q or in documents incorporated by reference in this Quarterly Report on Form 10-Q. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events.

We have based the forward-looking statements relating to our operations on our management’s current expectations, estimates and projections about our Company and the industry in which we operate. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In particular, we have based many of these forward-looking statements on assumptions about future events that may prove to be inaccurate. Accordingly, our actual results may differ materially from those contemplated by these forward-looking statements. Any differences could result from a variety of factors, including, but not limited to general economic and business conditions, competition, and other factors.

Financial Condition and Results of Operation
 
Home Treasure Finders, Inc. was formed on July 28, 2008. The founder, sole director and officer of our company is Corey Wiegand. On March 3, 2014 we formed a wholly owned subsidiary, HMTF Cannabis Holdings, Inc. to purchase properties that qualify for legal cultivation of cannabis. 

Our net loss for the six months ended June 30, 2014 was $95,516.

We generated operating revenue from two sources, sales commissions and property management. We began to manage certain rental real estate owned by non-related third parties, effective April 1, 2013. The 55 management agreements in connection with the properties we now manage were contributed by our CEO, Corey Wiegand.  In comparison our net loss for the six months ended June 30, 2013 was $8,492.

For the six months ended June 30, 2014 the Company generated a total of $83,481 in revenues, consisting of $56,744 from sales commissions and $26,737 from property management.  During the six months ended June 30, 2013, we generated $52,040 from sales commissions and $9,748 from property management activities.

During the six months ending June 30, 2014 we incurred operating expenses totaling $178,532. Such expenses consisted primarily of commissions paid on the revenue earned, general and administrative expenses and professional fees. General and administrative expenses increased because we recruited and began training additional agents and initiated operations at our cannabis holdings subsidiary.  Expenses also increased as a result of forming and running the subsidiary HMTF Productions, LLC during the past quarter and also the signing of a lease for office space and costs involved in setting up the office.

During the six months ended June 30, 2013 we incurred a total of $70,183 of operating expenses consisting of commissions, professional fees and general and administrative expenses.  Beginning April 1, 2013, our General and administrative expense was higher than in previous periods, in part due to an increase from $2,500 per month to $5,500 and eventually $6,000 per month in salary paid to our CEO, Corey Wiegand, and also as a result of the property management expenses.
 
 
- 10 -
 
 
Liquidity and Capital Resources
 
At June 30, 2014, we had $33,552 in cash and a working capital deficit of $24,022. At June 30, 2013 we had $5,773 in cash and a working capital deficit of $44,829. Our liquidity and capital resources have improved and are now believed adequate for the real estate sales and management operations as described in our business plan.

The business plan of our new subsidiary, HMTF Cannabis Holdings, Inc. is capital intensive and requires that we raise significant additional capital to acquire and improve real estate. We are negotiating with various sources for an equity infusion to match our long term capital needs.

Our Web Site Supporting Real Estate Operations
 
We operate a web site as a key aspect of our real estate sales, property management and cannabis holdings businesses. The address of our website is:  www.hometreasurefinders.com.
 
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk

No response required.

 
Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the United States Securities and Exchange Commission. Our Chief Executive Officer has reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) within the end of the period covered by this Quarterly Report on Form 10-Q and has concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner. There were no changes in our internal controls or in other factors that could materially affect these controls subsequent to the last day they were evaluated by our Chief Executive Officer, who is our principal executive officer and our principal financial officer.
 

Item 4T.  Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Part 2.    Other Information

Item 1 -  Legal Information.
 
No response required. 
 

Item 1A.  Risk Factors
 
This investment has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below. 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. While we are beginning to earn revenue and make a profit, our ability to continue as a going concern over the long term remains unproven. In the event that we are forced to reduce operations or seriously curtail our business, an investor will lose all money invested.

 
- 11 -
 
 
The business of our Cannabis Holdings Subsidiary is dependent on laws pertaining to the marijuana industry.
 
Continued development of the cannabis industry and a successful role in that industry for our Subsidiary, HMTF Cannabis Holdings, Inc.  is dependent upon continued legislative authorization at the state level. While there may be ample public support for legislative action that favors our industry, numerous factors impact the legislative process.

As of January 31, 2014 and the date of this report, 21 states and  The District of Columbia allow their citizens to use medical marijuana. Additionally, voters in the states of Colorado and Washington approved  ballot  measures to legalize cannabis for “recreational” adult use.

During November of 2000 Colorado voters approved Amendment 20 to amend the State Constitution to provide for legalized use and possession of medical marijuana.
 
During November 2012 Colorado voters approved Amendment 64 to the State Constitution to legalize the use, possession and sale of retail marijuana. Amendment 64 also provides for the Colorado General Assembly to enact an excise tax on wholesale marijuana sales, adopt further rules to govern cultivation, processing  retail sale and finally to give cities and counties the ability to locally opt out of retail marijuana.

These state laws are in conflict with the federal Controlled Substances Act, which makes marijuana  use and possession illegal on a national level.

The following links may be of use to understand the details of Colorado Laws.
 
http://new.livestream.com/accounts/4105485/CAR031314
http://www.colorado.gov/cs/Satellite/Rev-MMJ/CBON/1251581331216

During October, 2009 the Obama Administration ended aggressive law enforcement against medical marijuana patients and dispensaries. The Obama administration has effectively stated that it is not an efficient use of resources to prosecute those lawfully abiding by state designed laws allowing the use and distribution of medical marijuana. However, there is no guarantee that the administration will not change its stated policy regarding low-priority enforcement of laws. Additionally, any administration that follows could change this policy and decide to enforce the federal laws strongly. Any such change in the federal government’s enforcement of current federal laws could cause significant financial damage to us and our shareholders.

Further, while we do not intend to harvest, distribute or sell cannabis, by leasing facilities to growers of cannabis, we could be deemed to be participating in marijuana cultivation, which remains illegal under federal law, and expose us to potential criminal liability, with additional risk that our properties could be subject to civil forfeiture proceedings.
 
The Marijuana Industry faces strong opposition.

It is believed by many that large well-funded businesses may have a strong economic opposition to the cannabis industry. We believe that the pharmaceutical industry clearly does not want to cede control of any product that could generate significant revenue. For example, medical marijuana will likely adversely impact the existing market for the current “marijuana pill” sold by the mainstream pharmaceutical industry, should marijuana displace other drugs or encroach upon the pharmaceutical industry’s products. The pharmaceutical industry is well funded with a strong and experienced lobby that eclipses the funding of the medical marijuana movement. Any inroads the pharmaceutical could make in halting the impending cannabis industry could have a detrimental impact on our proposed business.
 
Marijuana remains illegal under Federal Law

Marijuana is a schedule-1controlled substance and is illegal under federal law. Even in those states in which the use of marijuana has been legalized, its use remains a violation of federal law. Since federal law criminalizing the use of marijuana preempts state laws that legalize its use, strict enforcement of federal law regarding marijuana would likely result in our inability to proceed with the cannabis properties portion of our business plan.

Potential users of our proposed facilities may have difficulty accessing the services of banks which may make it difficult for them to operate.

Since the use of marijuana is illegal under federal law, a compelling argument has been made in the past that banks cannot accept deposit funds from businesses involved with marijuana. We believe that this argument may have been abandoned, but there is no assurance of this. We have recently opened a checking account under the name “HMTF Cannabis Holdings, Inc.” However, there is no assurance that  the environment for banking relationships will continue to progress favorably. In any case, inability to open bank accounts may make it difficult for potential tenants of proposed facilities to operate.
 
 
- 12 -
 
 
Potential Competitors could duplicate the business model of our Subsidiary, HMTF Cannabis Holdings. Inc.
 
Our subsidiary seeks to acquire, improve and lease properties suitable to legal cultivation of cannabis. There is no aspect of our business model which is protected by patents, copy writes, trademarks or trade names. As a result, potential competitors will likely duplicate our business model.

We have a limited operating history.
 
Our ability to achieve profitability depends upon the continued service of Corey Wiegand, our founder, who has to date been our primary source of commission revenue. During 2013 our revenues accelerated and we are no longer considered a development stage company.   We may incur significant operating losses in the future, primarily due to the expansion of our operations. Our business plan provides that we will grow rapidly and ultimately deliver professional services to would be buyers through licensed REALTORS acting as listing agents and  buyer agents rather than primarily through commissions earned by our  founder. To actualize this goal, we plan to market our advanced sales techniques to established realtors that wish to earn more commissions from buyer transactions. We are working to recruit buyer agents to sign our master referral agreements, graduate from our workshops and respond to our IVR leads.  As of the date of this report, we are training six buyer agent two of whom are yet to pass the exam and become licensed. We have leased office space where we plan to aggressively expand our professional staff.

We are no longer considered a development stage company.  As shown in our financial statements, we showed a net loss of $4,790 for the year ended December 31, 2013 compared to a net loss of $45,810 for the year ended December 31, 2012. However, we may incur significant operating losses in the future, primarily due to the expansion of our operations and the diversification of operations in connection with our new subsidiary, HMTF Cannabis Holdings, Inc. which operates in a new and untested industry.

Our real estate sales business plan provides that we will grow rapidly and ultimately deliver professional services to would be buyers through “buyer agents” rather than primarily through our founder. To actualize this goal, we plan to market our advanced sales techniques to established realtors that wish to earn more commissions from buyer transactions. We are working to actualize our plan to recruit buyer agents to sign our master referral agreements, graduate from our workshops and respond to our IVR leads.  As of the date of this report, we have five active licensed REALTORS and we are training an additional three agents. All our trainees are either presently licensed or enrolled in courses operated by third party REALTOR schools. All of our trainees pay their own expenses for the classes. We offer  newly hired REALTORS a bonus plan which awards shares of our common stock which vest over a one year period assuming  productivity goals are achieved by each agent as expressed in the Broker Relationship Agreement signed by each new hire.
 
We may not be able to generate predictable and continuous revenue in the near future. Further, there is no assurance that we will ever grow operations outside the Denver Metro area.  Our plan to own cannabis qualified property and lease it to licensed growers is related to a new untested industry which is unique to Colorado and subject to rapid change.  Failure to generate sufficient revenue to pay expenses as they come due may 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 or implement our expansion strategy.
 
We have taken over the operations of CW Properties which currently manages approximately 45 rental units and has shown net revenue from management fees. Therefore, in the future we will need to undertake additional activities in property management as well as those in connection with our ongoing business plan.

As a public company, our expenses include, but are not limited to, annual audits, legal costs, SEC reporting costs, costs of a transfer agent and the costs associated with 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 have diminished time available to apply to other tasks necessary to our survival and growth. It is therefore possible that the financial and time burdens 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.
 
It is essential that we grow our business, achieve significant profits and maintain adequate cash flow all in order to pay the cost of remaining public. If we fail to pay public company costs, as such costs are incurred, we could become delinquent in our reporting obligations and face the delisting of our shares.

The issuance of additional shares of our common stock may be necessary for the implementation of our growth strategy.
 
A limited private placement has been recently completed to raise working capital.  Issuance of any additional securities pursuant to future fundraising activities undertaken by may significantly dilute the ownership of existing shareholders and may reduce the price of our common stock.

Our new subsidiary, HMTF Cannabis Holdings intends to acquire and improve Colorado properties suitable to the cultivations of cannabis.  We are presently offering restricted shares in a private placement and we are also considering a debt financing. Any debt financing will require payment of interest and may involve offering security interests in our planned properties and issuing warrants to purchase our common stock. Future financings, if undertaken, could impose limitations on our operating flexibility and may involve the issuance of additional shares of our common stock, or warrants to purchase shares of common stock and may be dilutive to our existing shareholders.
 
 
- 13 -
 

We have entered one contract  to acquire approximately 4.3 acres of potentially suitable land under an owner finance arrangement. This planned land acquisition, while affordable with present cash on hand, was subsequently cancelled. Concern that water quality was unsuitable for successful cultivation of cannabis was a factor in the decision to cancel the purchase. We anticipate the full refund of our earnest money. Future acquisitions will likely require financial resources well in excess of those expressed in our present balance sheet. Failure to successfully obtain additional funding would likely jeopardize our ability to expand our business and operations. 
 
The loss of our current executive officer or key management personnel or 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 Corey Wiegand 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, professional, clerical, administrative 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, consultants and advisors could have a material adverse effect on our business, financial condition or results of operations. 
 
We are controlled by our current officer and director.
 
Corey Wiegand, our sole director, who is our sole executive officer, beneficially owns approximately 50.7% of our outstanding shares of Common Stock. Accordingly, our executive officer and director will have the ability to control the election of our Board of Directors 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 a 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 owned by a given investor. 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.

Recently, Mr. Wiegand contributed his property management entity known as CW Properties.
 
We have limited financial resources to take advantage of advertising opportunities as they may arise.
           
The inability to pay for press releases, investor road shows or other events intended  to expose our shares to institutional investors, could adversely affect our ability to generate investor  support for our common shares.

Our operating results will be subject to fluctuations and our stock price may decline significantly.
 
Our quarterly revenue and operating results from commissions, management fees and lease revenues, if any , will be difficult to predict from quarter to quarter. We derive relatively stable revenue from our property management operations. Nonetheless, it is possible that our net operating results in some quarters will fall below our expectations. Our quarterly operating results will be affected by a number of factors, including:
 
 
•
  
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 real estate 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 factors that result in closing delays or cancellations.
 
 
- 14 -
 
 
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.  
 
Existing real estate laws, regulations and policies and changes to these regulations and policies may present technical, regulatory and economic barriers to potential buyers and consequently 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 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 favorable tax treatment, certain government buyer incentive programs, and or government subsidized or backed loan programs may result in loss of sales which would likely harm our financial performance. 
 
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.
 
The reduction or elimination of government and economic incentives could cause our revenue to decline.
   
Today, we believe consumer confidence is slowly recovering. However 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 our 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 portion of our future revenues will be derived from commissions in connection with the sale 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 within the mentoring services we plan to provide. The result would likely be fewer customers, reduced revenue, unexpected expenses and loss of market share.
 
In the future, should we become significantly 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 of our mentor services could be harmed. 
 
The Realtors we plan to recruit may not deliver consistent and professional mentor and “buyer agent” services and thus our business plan 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 significant sales and market share.
 
 
- 15 -
 
 
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 agent 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.
 
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; and
•   
availability and effectiveness of government subsidies and incentives.
 
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. 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, 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.
 
 
- 16 -
 
 
Availability of these shares for sale in the public market could also impair our ability to raise capital by selling equity securities.

There is presently a limited trading market for our shares. This is a recent development.  Presently an investment in our shares is no longer totally illiquid.  An investor purchasing our shares may be unable to resell their shares if the market for our shares rapidly declines. There can be no assurance that present market interest in our shares will continue. Therefore, investors who purchase our shares could lose their entire investment.
 
Even if significant trading activity involving our shares  continues, the volume of trading may be small and on some days the volume may be zero. Our share price will likely be volatile and will likely fall rapidly should an investor attempt to liquidate even as significant number of shares. These conditions are likely to persist and could prevent resale of our shares on desirable terms. 
 
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.
 
Demand for our mentoring services is affected by general economic conditions.
 
The United States and international economies have recently experienced a period of reduced 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.

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. 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 nine 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 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.
 
 
- 17 -
 
 
If the Company uses its stock in acquisitions of other entities there may be substantial dilution at the time of a transaction.
 
The offering price of the common stock we sold under our prospectus, and more recently as a private placement of restricted shares of our common stock, to raise working capital was arbitrarily set. The price did not bear any relationship to our assets, book value, earnings or net worth and it is not an indication of actual value. 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 or to raise additional working capital.
 
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 or additional businesses. In that event, our shareholders might 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.
 
There is presently a market for our common stock.  Failure to maintain a trading market could negatively affect the value of our shares and make it difficult or impossible for you to sell your shares.

As of the date of this report, our common stock has been  assigned a trading symbol, “HMTF.” Our common shares are quoted on the OTCBB. While trading activity in our shares has recently accelerated, here can be no assurance as to the liquidity of any markets 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.
 
Failure to 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 our shares. 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.
 
Our common stock is still presently 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.
 
 
- 18 -
 
 
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
None.
 
 
Item 3 -  Defaults Upon Senior Securities.
 
No response required.
 

Item 4 -  Mine Safety.
 
No response required.
 

Item 5 -  Other Information.
 
No response required.
 

Item 6 -  Exhibits and Reports on Form 8-K.

(a)       Exhibits:
 
 
Exhibit
Number
  
 
 
Description
  
       
31.1
  
Certification of CEO/CFO pursuant to Sec. 302
  
32.1
  
Certification of CEO/CFO pursuant to Sec. 906
  
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document*
  
101.INS
  
XBRL Instance Document
  
101SCH
  
XBRL Taxonomy Extension Schema Document
  
101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document
  
101.LAB
  
XBRL Taxonomy Extension Label Linkbase Document
  
101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document
  
101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document
  
 
(b)           Reports on Form 8-K:

None.
 
 
- 19 -
 
 
 




SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
HOME TREASURE FINDERS, INC. AND SUBSIDIARY
 
(Registrant)
     
     
DATE:  August 14, 2014                                         
BY:  
/s/ Corey Wiegand
   
Corey Wiegand
   
President
 
 
 
- 20 -
 

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