Company Quick10K Filing
Home Treasure Finders
Price0.76 EPS-0
Shares14 P/E-200
MCap10 P/FCF1,553
Net Debt-0 EBIT-0
TEV10 TEV/EBIT-284
TTM 2019-09-30, in MM, except price, ratios
10-Q 2019-09-30 Filed 2019-11-14
10-Q 2019-06-30 Filed 2019-08-14
10-Q 2019-03-31 Filed 2019-05-15
10-K 2018-12-31 Filed 2019-04-01
10-Q 2018-09-30 Filed 2018-11-14
10-Q 2018-06-30 Filed 2018-08-14
10-Q 2018-03-31 Filed 2018-05-14
10-K 2017-12-31 Filed 2018-04-02
10-Q 2017-09-30 Filed 2017-11-14
10-Q 2017-06-30 Filed 2017-08-14
10-Q 2017-03-31 Filed 2017-05-15
10-K 2016-12-31 Filed 2017-03-31
10-Q 2016-09-30 Filed 2016-11-14
10-Q 2016-06-30 Filed 2016-08-15
10-Q 2016-03-31 Filed 2016-05-16
10-K 2015-12-31 Filed 2016-03-30
10-Q 2015-09-30 Filed 2015-11-16
10-Q 2015-06-30 Filed 2015-08-13
10-Q 2015-03-31 Filed 2015-05-14
10-K 2014-12-31 Filed 2015-03-30
10-Q 2014-09-30 Filed 2014-11-13
10-Q 2014-06-30 Filed 2014-08-14
10-Q 2014-03-31 Filed 2014-05-14
10-K 2013-12-31 Filed 2014-03-26
10-Q 2013-09-30 Filed 2013-11-12
10-Q 2013-06-30 Filed 2013-08-14
10-Q 2013-03-31 Filed 2013-05-14
10-K 2012-12-31 Filed 2013-03-28
10-Q 2012-09-30 Filed 2012-11-13
10-Q 2012-06-30 Filed 2012-08-08
10-Q 2012-03-31 Filed 2012-05-11
10-K 2011-12-31 Filed 2012-03-27
8-K 2020-03-25
8-K 2020-01-13
8-K 2019-12-20
8-K 2019-11-27
8-K 2019-08-17
8-K 2018-04-17

HMTF 10Q Quarterly Report

Part I Financial Information
Item 1. Financial Statements
Note 1: Basis of Presentation
Note 2: Nature of Operations
Note 3: Going Concern
Note 4: Recently Adopted Accounting Pronouncements
Note 5: Related Party Transactions
Note 6: Property and Equipment
Note 7: Long - Term Debt
Note 8: Convertible Note
Note 9: Commitments
Note 10: Basic and Diluted Loss per Share
Note 11: Subsequent Events
Part I. Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures Evaluation of Disclosure Controls and Procedures
Item 4T. Changes in Internal Controls Over Financial Reporting
Part 2. Other Information
Item 1 - Legal Information.
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3 - Defaults Upon Senior Securities.
Item 4 - Mine Safety.
Item 5 - Other Information.
Item 6 - Exhibits and Reports on Form 8 - K.
EX-31 ex31.htm
EX-32.1 ex32.htm

Home Treasure Finders Earnings 2019-09-30

Balance SheetIncome StatementCash Flow
1.00.80.50.30.0-0.22012201420172020
Assets, Equity
0.30.20.10.1-0.0-0.12012201420172020
Rev, G Profit, Net Income
0.90.50.2-0.2-0.5-0.92012201420172020
Ops, Inv, Fin

10-Q 1 htf10quse_9302019.htm

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: September 30, 2019 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)  
   
4045 Pecos St, Suite 110, Denver, Colorado 80211
(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.  ☒ 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).   ☒ Yes                      o No (Not required)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or, an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer", "smaller reporting company", and "emerging growth company", in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   Accelerated filer
Non-accelerated filer     Smaller reporting company ☒
(Do not check if smaller reporting company)   Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).   Yes   ☒ No

 

As of November 14, 2019, 13,653,574 shares of common stock, no par value of registrant were outstanding.

 

 

 

  
 

 

 

 

 

Index

 

PART I  FINANCIAL INFORMATION

 

 
Item 1. Condensed Financial Statements for the period ended September 30, 2019  
          Condensed Consolidated Balance Sheets   3
          Condensed Consolidated Statements of Operations (Unaudited) 4
          Condensed Consolidated Statements of Stockholders' Deficit (Unaudited)   5
          Condensed Consolidated Statements of Cash Flows (Unaudited)   6
          Notes to Condensed Consolidated Financial Statements (Unaudited) 7
   
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11
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 14
Item 1A.  Risk Factors 14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits 15
   
Signatures 16

 2 
 

 

 

 

 PART I  FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARY

 Condensed Consolidated Balance Sheets

 

       
   September 30,  December 31,
   2019  2018
   (unaudited)   
Assets   
       
Current Assets:          
Cash  $95,679   $63,704 
Rent receivable   -    500 
Right of use asset, net   32,490    - 
Prepaid expenses   128    1,169 
Total current assets   128,297    65,373 
           
Property and equipment, net   759,082    775,571 
           
Other assets:          
Security deposits   1,822    1,822 
           
Total assets  $889,201   $842,766 
           
Liabilities and Shareholders' Equity (Deficit)          
           
Liabilities:          
Accounts payable  $34,530   $7,840 
Accrued wages   52,212    61,212 
Accrued liabilities   105,334    83,815 
Accrued interest - related party   1,414    1,289 
Operating Lease liability, current portion   7,435    - 
Note payable, current portion   783,130    789,744 
Related party note payable   904    1,702 
             Total current liabilities   984,959    945,602 
           
Long term liability          
 Operating lease liability, long term   25,055    - 
           Total liabilities   1,010,014    945,602 
           
Commitments and Contingencies          
           
Shareholders' equity (deficit):          
Common stock, no par value; 100,000,000 shares authorized,          
13,653,574 and 13,279,332 shares issued and outstanding, respectively   245,061    226,349 
Additional paid in capital   109,836    96,476 
Accumulated deficit   (475,710)   (425,661)
Total shareholders' deficit   (120,813)   (102,836)
           
Total liabilities and shareholders' deficit  $889,201   $842,766 

 

  

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 3 
 

 

 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

   For the Three Months Ended  For the Nine Months Ended
   September 30,  September 30,
   2019  2018  2019  2018
             
Commission income  $75,251   $79,027   $177,072   $207,069 
Property and rental management income   50,718    61,877    249,885    204,960 
Total Revenue   125,969    140,904    426,957    412,029 
                     
Operating expenses:                    
Commission expense   22,614    37,327    97,475    100,017 
Professional fees   6,636    8,735    26,016    17,463 
General and Administrative   98,826    81,643    286,437    266,894 
Total operating expenses   128,076    127,705    409,928    384,374 
                     
Operating income (loss)   (2,107)   13,199    17,029    27,655 
                     
Other income (expense):                    
Interest Income   —      4,000    —      4,000 
Interest expense   (31,540)   (15,899)   (67,078)   (47,923)
                     
Total other expense   (31,540)   (11,899)   (67,078)   (43,923)
                     
Income (loss) before taxes   (33,647)   1,300    (50,049)   (16,268)
                     
Income tax expense   —      —      —      —   
                     
Net income (loss)  $(33,647)  $1,300   $(50,049)  $(16,268)
                     
Basic and diluted loss per share  $(0.00)  $(0.00)  $(0.00)  $(0.00)
                     
Basic and diluted weighted average                    
common shares outstanding   13,421,707    13,205,450    13,327,312    13,205,450 

 

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 4 
 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Shareholders' Deficit

(Unaudited)

 

      Common Stock                          
      Shares       Amount       Additional Paid In Capital       Accumulated Deficit       Total Equity (Deficit)  
                                         
Balance at December 31, 2018     13,279,332     $ 226,349     $ 96,476     $ (425,661 )   $ (102,836 )
                                         
Debt discount on convertible note     —         —         13,360       —         13,360  
                                         
Net loss for the six months ended June 30, 2019     —         —         —         (16,402 )     (16,402 )
                                         
Balance at June 30, 2019     13,279,332     $ 226,349     $ 109,836     $ (442,063 )   $ (105,878 )
                                         
Common stock issued for payment of debt valued at $0.05 per share     20,000       1,000       —         —         1,000  
                                         
Common stock issued for payment of convertible debt valued at $0.05 per share     354,242       17,712       —         —         17,712  
                                         
Net loss for the three months ended  September 30 2019     —         —         —         (33,647 )     (33,647 )
                                         
Balance at September 30, 2019     13,653,574     $ 245,061     $ 109,836     $ (475,710 )   $ (120,813 )

 

 

 

 

 

    Common Stock                          
      Shares       Amount       Additional Paid In Capital       Accumulated Deficit       Total Equity (Deficit)  
                                         
Balance at December 31, 2017     13,205,450     $ 215,267     $ 96,476     $ (400,356 )   $ (88,613 )
                                         
Net loss for the six months ended June 30, 2018     —         —         —         (17,568 )     (17,568 )
                                         
Balance at June 30, 2018     13,205,450     $ 215,267     $ 96,476     $ (417,922 )   $ (106,179 )
                                         
Net income for the three months ended  September 30 2018     —         —         —         1,300       1,300  
                                         
Balance at September 30, 2018     13,205,450     $ 215,267     $ 96,476     $ (416,622 )   $ (104,879 )

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 5 
 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARY

Condensed Consolidated Statements of Cash Flows

(Unaudited) 

 

   For the Nine Months Ended
   September 30,
   2019  2018
Cash flows from operating activities:          
Net loss  $(50,049)  $(16,268)
Adjustments to reconcile net loss to net cash provided by          
operating activities:          
Depreciation and amortization   16,489    16,490 
Common stock issued in payment of debt   1,000    - 
Amortization of debt discount on convertible note payable   13,360    - 
Changes in operating assets and liabilities:          
(Increase) decrease in rent receivable   500    3,676 
(Increase) in prepaid expense   1,041    (1,324)
(Increase) in security deposit   -    (422)
Increase (decrease) in accrued interest related party   125    (3,265)
Increase (decrease) in accrued salary   (9,000)   24,600 
Increase (decrease) in accrued liabilities   21,519    (755)
Increase (decrease) in accounts payable   26,690    (10,082)
           
Net cash provided by operating activities   21,675    12,650 
           
Cash flows from investing activities:          
Net cash (used in) investing activities   -    - 
           
Cash flows from financing activities:          
Proceeds from related party payable   8,110    2,677 
Payment of related party payable   (8,908)   (10,835)
Proceeds from convertible debt   20,000    - 
Payment of convertible debt   (2,288)   - 
Payment of long term debt   (6,614)   (8,677)
           
Net cash (used in) financing activities   10,300    (16,835)
           
Net change in cash   31,975    (4,185)
           
Cash, beginning of period   63,704    49,437 
           
Cash, end of period  $95,679   $45,252 
           
Supplemental disclosure of cash flow information:          
Cash paid during the period for:          
Income taxes  $   $ 
Interest  $53,593   $47,823 
           
NON CASH FINANCING ACTIVITIES:          
  Conversion of note into common stock $17,712   $ 

 

 

See accompanying notes to unaudited condensed consolidated financial statements. 

 

 6 
 

 

 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARY

Notes to Unaudited Condensed Consolidated Financial Statements

 Three and Nine Months Ended September 30, 2019 and 2018

 

 

Note 1:  Basis of Presentation

 

The accompanying condensed consolidated 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, 2018 financial statements and notes thereto included. The results of operations for the period ended September 30, 2019, are not necessarily indicative of the operating results for the year ended December 31, 2019.

 

Note 2:  Nature of Operations

 

Home Treasure Finders, Inc. (the "Company") was initially incorporated on July 28, 2008 in the State of Colorado.  

 

The Company is in the business of operating a real estate business and operates in Colorado as a State Licensed "Employing Broker" number 100005455 issued on July 1, 2006.

 

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 has been booked as consolidated revenue of Home Treasure Finders, Inc.  

 

On March 3, 2014 the Company formed a wholly owned subsidiary, HMTF Cannabis Holdings, Inc. The purpose of the subsidiary is to purchase Colorado properties that qualify for legal cultivation of cannabis. The properties will then be improved and leased to licensed third party growers.

 

The Company generates income from its real estate holdings.  On September 15, 2014 the Company acquired a vacant warehouse property in Denver zoned for cannabis cultivation. On November 5 and December 1, 2014 the Company leased the warehouse to unrelated licensed grower. The Company's tenant invested cash to improve their respective leaseholds per lease terms utilizing architectural and engineering documents we procured and provided.

 


Note 3:  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.   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 4:  Recently Adopted Accounting Pronouncements

 

In February 2016, the FASB (Federal Accounting Standards Board) issued ASU 2016-02, "Leases" which was issued to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in ASU 2016-02 are effective for our nine months ended September 30, 2019 and have been incorporated into these financial statements.

 

 

 7 
 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARY

Notes to Unaudited Condensed Consolidated Financial Statements

 Three and Nine Months Ended September 30, 2019 and 2018

 

 

 Note 5:  Related Party Transactions

 

During the nine months ended September 30, 2019, the related party payable had a net decrease of $798.  The balance of the related party payable was $904 and $1,702 as of September 30, 2019 and December 31, 2018, respectively.  This payable is due on demand and has an interest rate of 8%.  Accrued interest on this payable was $1,414 and $1,289 at September 30, 2019 and December 31, 2018, respectively.  Interest expense for the nine months ended September 30, 2019 and 2018 was $125 and $100, respectively.  Interest expense for the three months ended September 30, 2019 and 2018 was $45 and $16, respectively.

 

Note 6:  Property and Equipment

 

The Company's capital assets consist of warehouse units, computer equipment, office furniture and leasehold improvements for the new office.  Depreciation and amortization is calculated usi ditions 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.

 

Property and equipment and related depreciation are as follows: 

 

   

September 30,

2019

   

December 31,

2018

 
Computer equipment   $ 5,672     $ 5,672  
Furniture and fixtures     7,777       7,777  
Leasehold improvements     4,000       4,000  
Warehouse units     861,000       861,000  
Accumulated amortization and depreciation     (119,367 )     (102,878 )
     Property and equipment, net   $ 759,082     $ 775,571  

 

 

Depreciation expense was $16,489 and $16,490 for the nine months ended September 30, 2019 and 2018, respectively. 

 

Depreciation expense was $5,496 and $5,496 for the three months ended September 30, 2019 and 2018, respectively. 

 

 

 

 

 8 
 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARY

Notes to Unaudited Condensed Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

 

 

 

Note 7:  Long-Term Debt

 

On September 15, 2014, the Company entered into a promissory note for $840,000 on the purchase of three warehouse units known as 4420, 4430 and 4440 Garfield Street, Denver, Colorado. The Company is leasing each of the three separate units to licensed third party growers for cannabis cultivation.  The terms of the variable interest 25 year amortization note carried by the seller of the property call for payments to seller as follows:

 

  1. First and Second year interest rate at 7% with 25 year amortization payment at $5,937 per month.

 

  2. Third and Fourth year at 8% with 25 year amortization payment at $6,278 per month.

 

  3. Fifth year at 9% with 25 year amortization payment at $6,640 per month.

 

  4. Balloon payment of $777,255 due on September 14, 2019.

 

As of September 30, 2019 the balance of the note was $783,130.

LEASE TERMS OF WAREHOUSE UNITS

 

During the nine months ended September 30, 2019, the prior lessee vacated the building and terminated the lease agreement. Effective June 16, 2019, the three warehouse units are being leased to one tenant under a two year lease starting June 16, 2019 through June 3, 2021. The tenant shall have the right to renew the term for an additional one year term. The tenant also has the right to purchase the building under the following terms:

  

  1. Tenant may purchase the property for the price of $900,000 if tenant enters into a brokerage relationship with the buyer's agent or transaction broker.

 

  2. If tenant does not engage with a buyer's agent or transaction broker, the price shall be $925,000.

 

  3. The deadline for tenant to close on the option to purchase shall be August 31, 2020.

 

  4. Seller reserves the right to sell the property to any other party at any time without restriction as long as the sale does not impede upon the tenant lease term or rights thereof.

 

The base rent payment each month is $6,338 plus additional rent each month to cover property taxes and property insurance. For the nine months ending September 30, 2019, the Company received rental income of $78,008. For the three months ending September 30, 2019, the Company received rental income of $15,000

 

Note 8:  Convertible Note

 

On May 31, 2019, the Company issued a $20,000 convertible note which bears interest at 10% per annum. The maturity date of the note is May 31, 2021 and is convertible on or after 90 days of the date of issuance into the Company's common stock at a rate of $.05 of principal and/or interest per share. The Company has determined the note to contain a beneficial conversion feature valued as $13,360 based on the intrinsic per share value of the conversion feature. This beneficial conversion feature is recorded as a discount to the debt agreement. During the three months ending September 30, 2019 payments were made on the note reducing the principal balance of the note at $17,712. In August the holder of the note converted the remaining balance into 352,242 shares of common stock valued at $0.05 per share.

 

 

 

 9 
 

 

 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARY

Notes to Unaudited Condensed Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

 

 

Note 9:  Commitments

 

Starting May 1, 2018, the Company entered into a contract to lease its premises. The contract is effective until April 30, 2021 and is for $1,822 per month during the first year with a 3 percent increase each year thereafter. ASU 2016-02 was adopted in the quarter ended March 31, 2019.

 

The following are the future minimum lease payments at September 30, 2019:

 

  Amount
2019   $ 7,435
2020     22,518
2021     7,730
Total     37,683
Less interest factor     (5,193)
              Total Lease Liability   $ 32,490

 

 

 

Note 10:  Basic and Diluted Loss per Share

 

The following table sets forth the computation of basic and diluted loss per share:

 

 

   September 30,
2019
  December 31,
2018
       
Loss (numerator)  $(50,049)  $(25,305)
Weighted average shares (denominator)   13,327,312    13,210,510 
           
Net loss per share – basic and diluted  $-   $- 

 

 

 

 

 

 10 
 

 

 

 

HOME TREASURE FINDES, INC. AND SUBSIDIARY

Notes to Unaudited Condensed Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

 

Note 11:  Subsequent Events

 

On August 15, 2019, Home Treasure Finders, Inc., a Colorado corporation ("Parent"), entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") among Parent, HMTF Merger Sub Inc., a Colorado corporation (as "Buyer" and together with the Parent, the "Buyer Parties"), Energy Hunter Resources, Inc., a Delaware corporation (the "Company"), certain stockholders of the Company set for therein (as "Sellers"), and Gary C. Evans (as the "Sellers' Representative" and together with the Company and Sellers, the "Seller Parties") pursuant to which, Buyer will buy from Sellers 6,328,948 shares of its common stock, par value $0.0001 per share ("Company Common Stock") representing approximately 91% of the issued and outstanding common stock of the Company as of August 15, 2019. Upon closing, in exchange for the Company Common Stock, the Sellers shall receive 6,328,948 shares of the Parent's to be designated Series A Convertible Preferred Stock ("Series A Preferred"). Each share of the Series A Preferred; shall (a) convert into 16 shares of common stock of the Parent, (b) possess full voting rights, on an as-converted basis, as the common stock of the Parent, and (c) have no dividend rate. On a fully diluted, as converted basis, the Sellers shall own approximately 88% of the issued and outstanding common stock of the Parent.

 

The Board of Directors of Parent and the Board of Directors of the Company have each approved execution of the Stock Purchase Agreement.

 

Current management of Home Treasure Finders believes that entering into this transaction is in the best interests of its shareholders because of the capital assets owned by Energy Hunter Resources, Inc. that it anticipates will eventually be infused into the Home Treasure Finders (or its subsidiaries) and the financial acumen of the anticipated new chief executive officer, Gary C. Evans, who is currently the chief executive officer of the to be acquired company. Mr. Evans has extensive experience managing publicly traded companies and raising capital in the public and private markets. It is currently anticipated that upon closing, assuming satisfaction of the conditions precedent described below, the newly combined company will focus primarily upon expanding Home Treasure Finders' existing footprint in the emerging Hemp industry as opposed to other aspects of its legacy business.

 

The Stock Purchase Agreement contains customary representations and warranties of Seller Parties and Buyer Parties, which survive the closing for a period expiring August 15, 2020.  

Additionally, the Stock Purchase Agreement provides for customary pre-closing covenants of the parties, including a covenant to conduct their respective businesses in the usual, regular and ordinary course substantially consistent with past practice and to refrain from taking certain actions without the other parties' consent.

Closing of the Stock Purchase Agreement is subject, among other standard closing conditions, to the following conditions:

The Company, the Parent, and Corey Wiegand, current CEO of Parent, shall have entered into documentation pursuant to which Corey Wiegand shall purchase certain parts of the Parent's legacy real estate business from the Parent for $160,000.00.
In connection with that certain Promissory Note, dated as of September 15, 2015, made by J Done LLC in favor of  Thomas S. Yang (as amended, the "Yang Note"),  the Parties shall have entered into an agreement to either extend, refinance, or repay the Yang Note.
The Parent shall have retained the services of a PCAOB-registered audit firm selected by the Company, in its sole discretion.  
The Company and the Parent shall have entered into documentation pursuant to which the Parent shareholders of record on the day before the closing shall be entitled to receive one-half of the net proceeds on an as-received basis from an enforced, final non-appealable judgment from any litigation arising out of the tenant lease default that occurred in Spring 2019 in connection with that certain Commercial Lease Agreement, dated as of September 1, 2015, for the lease of 4440 Garfield St, Denver Co 80216, between the Parent and Grand Traverse Holdings, LLC.
Resignations effective immediately upon closing of the directors and officers of Parent in their capacities as directors and/or officers, as requested by Sellers.

 

On October 1, 2019, the Buyer Parties, Seller Parties, and Sellers' Representative entered into an amendment to the Stock Purchase Agreement. Pursuant to Amendment No. 1 to the Stock Purchase Agreement, each of the parties agreed to extend to November 1, 2019 the outside date after which either the Buyer Parties or Seller Parties may terminate the Stock Purchase Agreement if the transactions contemplated thereunder have not been consummated.

 

As of the date of filing the 10Q, the Company is still in negotiations on the Stock Purchase Agreement and both parties are actively working towards finalizing the terms of the agreement.

 

 

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HOME TREASURE FINDES, INC. AND SUBSIDIARY

Notes to Unaudited Condensed Consolidated Financial Statements

Three and Nine Months Ended September 30, 2019 and 2018

 

Note 11:  Subsequent Events (continued)

 

On October 1, 2019 the Promissory Note on the warehouse discussed in Note 7 was amended to extend the maturity date to July 15, 2020. The monthly payment during that time period will be $5,286.94. At the initial extended maturity date, the Company will have the ability to continue to extend the maturity date several times as it deems necessary. The amendment required a principal payment in the amount of $150,000 which was paid by the October 16, 2019 deadline.

 

On October 15, 2019, the Company issued a $207,122.69 convertible note which bears interest at 4% per annum. The maturity date of the note is November 1, 2021 and is convertible on or after 180 days of the date of issuance into the Company’s common stock at a rate of $.352 of principal and/or interest per share.

 

The Company has evaluated all other 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.  

 

 

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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 Subsidiaries (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 nine months ended September 30, 2019 was $50,049.  We generated operating revenue from three sources, sales commissions, property management, and commercial real estate for legal cannabis cultivation. We manage approximately 162 rental real estate owned by non-related third parties. In comparison our net loss for the nine months ended September 30, 2018 was $16,268.

 

For the nine months ended September 30, 2019 the Company generated a total of $426,957 in revenues, consisting of $177,072 from sales commissions and $249,885 from rental and property management.  During the nine months ended September 30, 2018 we generated a total of $412,029 in revenues, consisting of $207,069 from sales commissions and $204,960 from rental and property management.  Commission income decreased over prior year due to decrease in real estate closings in a declining sales market.  The increase in rental and property management is the result of an increase in the number of rentals we manage and greater emphasis on increasing revenue in our property management division.

 

During the nine months ending September 30, 2019 we incurred operating expenses totaling $409,928. Such expenses consisted primarily of commissions paid on the revenue earned, general and administrative expenses and professional fees.  During the nine months ended September 30, 2018 we incurred a total of $384,374 of operating expenses consisting primarily of commissions paid on the revenue earned, general and administrative expenses and professional fees.  The increase in expenses over prior year was primarily related to an increase in audit and legal fees.  Also, property management expenses increased with the increase in the number of rental units we manage.

 

 Our net income (loss) for the three months ended September 30, 2019 and 2018 was $(33,647) loss and $1,300 income, respectively.  For the three months ended September 30, 2019 the Company generated a total of $125,969 in revenues, consisting of $75,251 from sales commissions and $50,178 from rental and property management.  During the three months ended September 30, 2018 we generated a total of $140,904 in revenues, consisting of $79,027 from sales commissions and $61,877 from rental and property management

 

During the three months ending September 30, 2019 we incurred operating expenses totaling $128,076. Such expenses consisted primarily of commissions paid on the revenue earned, general and administrative expenses and professional fees.  During the three months ended September 30, 2018 we incurred a total of $127,075 of operating expenses consisting primarily of commissions paid on the revenue earned, general and administrative expenses and professional fees.  Expenses were fairly consistent between the two years.

 

 

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 Liquidity and Capital Resources

 

At September 30, 2019, we had $95,679 in cash and working capital deficit of $856,662.  At December 31, 2018 we had $63,704 in cash and a working capital deficit of $880,229.

 

The business plan of our 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.

 

 

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 ineffective 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.

 

 

 

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Part 2.    Other Information

 

Item 1 -  Legal Information.

 

No response required.

 

 

Item 1A.  Risk Factors

 

No response required.

 

 

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

 

 

(b)   Reports on Form 8-K:

 

None.

 

 

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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:   November 14, 2019 BY:  /s/ Corey Wiegand
    Corey Wiegand
    President

 

 

 

 

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