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 2020-09-30 Filed 2021-01-29
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10-K 2018-12-31 Filed 2019-04-01
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10-K 2017-12-31 Filed 2018-04-02
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10-K 2016-12-31 Filed 2017-03-31
10-Q 2016-09-30 Filed 2016-11-14
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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
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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
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10-K 2013-12-31 Filed 2014-03-26
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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 2020-05-11
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 10K Annual Report

Part I.
Item 1. Description of Business
Item 2. Description of Property
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosure
Item 5. Market for Common Equity and Related Stockholder Matters.
Item 6. Selected Financial Data- Not Applicable
Item 7. Management's Discussion and Analysis or Plan of Operation
Item 8. Financial Statements.
Note 1 - Organization and Summary of Significant Accounting Policies
Note 2 -Common Stock Transactions
Note 3 - Related Party Transactions
Note 4 - Going Concern
Note 5 - Subsequent Events
Item 9. Changes in and Disagreements with Accountants and Accounting and Financial Disclosure
Item 9A. Controls and Procedures.
Item 9B. Other Information.
Part III
Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(A) of The Exchange Act.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Item 13. Certain Relationships and Related Transactions.
Item 14. Principal Accountant Fees and Services
Item 15. Exhibits and Reports of Form 8-K
EX-31.1 hmtf_ex311.htm
EX-32.1 hmtf_ex321.htm

Home Treasure Finders Earnings 2013-12-31

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-K 1 hmtf10k_12312013.htm ANNUAL REPORT hmtf10k_12312013.htm
 


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

FORM 10-K

 
[X}   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Fiscal Year Ended December 31, 2013
 
Commission File Number 333-176154
 
Home Treasure Finders, Inc.
(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)

Securities Registered under Section 12(b) of the Exchange Act:
None

Securities Registered under Section 12(g) of the Exchange Act:
Common Stock, no par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes    No þ
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes    No þ
 
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 preceding 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     þ          No o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
Yes þ   No 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

State issuer’s revenues for the most recent fiscal year:  $176,369
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes  o     No þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer  o
 
Accelerated filer  o
 
Non-accelerated filer  o
 
Smaller reporting company  þ

The aggregate market value of the voting stock held by non-affiliates (2,025,800 shares of no par value Common Stock) was $5,267,080 as of March 21, 2014. The stock price for computational purposes was $2.60 per share, based upon the fact that the final trade for the Registrant’s Common Shares on the OTCBB on March 21, 2014 was at $ 2.60 per share. The value is not intended to be a representation as to the value or worth of the Registrant’s shares of Common Stock. The number of shares of non-affiliates of the Registrant has been calculated by subtracting shares held by persons affiliated with the Registrant from outstanding shares.
 
The number of shares outstanding of the Registrant’s Common Stock as of the latest practicable date, March 26, 2014 was: 11,725,800 shares.
 



 
 
 
 
 
 
 
 
 
HOME TREASURE FINDERS, INC.
 
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2013
 
TABLE OF CONTENTS

 
PART I
Page
   
Item 1.    Description of Business
  3
Item 2.    Description of Property
16
Item 3.    Legal Proceedings
16
Item 4.    Mine Safety Disclosure
16
   
PART II
 
   
Item 5.    Market for Common Equity and Related Stockholder Matters
16
Item 6.    Selected Financial Data
17
Item 7.    Management’s Discussion and Analysis or Plan of Operation
18
Item 8.    Financial Statements
22
Item 9.    Changes In And Disagreements With Accountants And Accounting And Financial Disclosure 34
Item 9A. Contols and Procedures
34
Item 9B.  Other Information
35
   
PART III
 
   
Item 10.  Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
35
Item 11.  Executive Compensation
36
Item 12.  Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters
38
Item 13.  Certain Relationships and Related Transactions
39
Item 14.  Principal Accountant Fees and Services
40
Item 15.  Exhibits 41
 

 
- 2 -

 
 
Part I.

ITEM 1. DESCRIPTION OF BUSINESS
 
Company History
 
We were originally organized under the laws of the State of Colorado on July 28, 2008.
 
In March of 2010, we began providing real estate agents with buyer leads and thereby obtaining referral commissions from subsequent sales. Colorado law provides that we must hold a real estate license to be paid such commissions. On February 13, 2012 the State of Colorado granted our founder, Corey Wiegand an “Employing Broker” license which satisfies regulatory requirements. We have borrowed money from our President, Corey Wiegand and we completed an IPO to raise working capital as required by our business.

During 2013we expanded our real estate activities to include property management.

On March 3, 2014we formed a wholly owned subsidiary, HMTF Cannabis Holdings, Inc., The purpose of the subsidiary is to own properties suited to the legal cultivation of marijuana. Our properties will be leased to licensed growers

The address of our primary web  site is  www.hometreasurefinders.com.  Additional web sites include:

www.HMTFrealty.com
www.HMTFmanagement.com
www.HMTFcannabisHoldings.com
 
 Principal Services and their Markets
 
Home Treasure Finders is a licensed real estate brokerage. The Company’s mission is to generate revenue in three ways:

1. Real Estate Sales. We train our REALTORS to obtain listings. We buy and  sell properties to generate commissions.

2. Property Management. We generate a monthly management fees on each managed property under our services contract with the owner. We collect rents in person each month from tenants living in the properties we manage.  Our monthly management fees is deducted from rent. We pay the resulting net rent to property owners each month. We inspect each property monthly and issue a condition report to the owner. We help owners arrange for routine maintenance and repairs as needed.

3. Commercial Real Estate for Cannabis . We generate revenue by owning a leasing specialized real estate to licensed cannabis growers. As such, we are actively and aggressively involved with Colorado’s unique and fast growing cannabis  industry.

To generate revenue we begin by  purchasing  industrial zoned  real estate where we believe state and local law now permits, or  in the future permit may permit,  the legal cultivation of cannabis. We may own these properties for our own investment account and as such are solely at financial risk in connection with our investments.  In the event we utilize funds loaned to us by third party groups, they may in some circumstances share certain risks.

We conduct ongoing  and  rigorous due diligence to verify the legality of  all activities in which we directly engage. We may invest our funds to improve and/or  remodel properties to suit the needs of cannabis growers who hold a state license to cultivate cannabis.

We do not grow, distribute or sell cannabis. We not plan to obtain a license to do so, or in any way engage in such  activity, now, or  in the future. However, because we act as landlord to licensed tenant entities who do directly engage in the cultivation, distribution and sale of cannabis, we exercise appropriate and reasonable care to screen our tenants and verify that our tenants maintain proper licenses which require them operate in compliance with the state and local rules.
 
 
- 3 -

 
 
Marketing of our Services
 
 
Each  of our three divisions has a unique marketing plan developed by Corey Wiegand.

1.  Real Estate Sales. As an aid to listing an selling properties we insist that all our REALTORS attend 12 two hour training seminars, weekly sales meetings, and participate in on the job mentoring as personally taught by Corey Wiegand. We train our agents to prospect for listings, obtain listing contracts, and convert the IVR phone leads into “buy-side” contracts. The IVR leads are generated by our signs placed in front of listed properties. Our IVR or “integrated voice response” system is fully functional and incorporates call capture technology through which we provide our REALTORS with real time access to leads.

Our sign riders are attached  to normal real estate “for sale” signs located in front of a listed property. Our rider displays a 1-800-number and promises to provide listing specific information by a recorded message. As the caller listens to the property description, the caller’s phone number is captured and sent via e-mail and text message to a Home Treasure Finders buyer agent. Our business plan provides that our buyer agent will immediately call the potential buyer back and begin a dialog designed to convert the “cold lead” to a signed offer to purchase a property.

When our buyer agent closes the related sale, Home Treasure Finders is paid 25 % of the total commission. This occurs on any sale involving the potential buyer who was introduced to the buyer agent by Home Treasure Finders and closing within one year of the original lead date. This feature of our business plan enables us to generate revenue even if the buyer eventually decides to purchase a property other than the one displaying our IVR sign

We also provide three distinct videos for our listed properties featuring proprietary high definition “QuadCopter” military drone aerial video technology as seen at www.hmtfrealty.com/get-more .  Click on the embedded YouTube video on this page for a sample.

2.  Property Management. Home Treasure Finders, Inc. also operates a division that provides tenant finder leasing services, comprehensive property management services and financial and reporting and maintenance services to Denver area landowners and investors. Our services are unique because we collect rent in person each month and provide monthly property condition reports an help busy owners keep their property fully leased and in top condition.

3.  Commercial Real Estate for Cannabis. HMTF Cannabis Holdings, Inc. is an aggressive commercial real estate acquisition, rehabilitation, and leasing firm. We are licensed commercial  REALTORS. As  such, we enjoy  strong operational advantages in rapidly locating and helping to negotiate favorable financing  and leasing arrangements for  target properties.

We market primarily by word of mouth because the prime real estate that is usable for cannabis cultivation under state and local rulemaking is all within a short drive from our office. We also employ various web sites issue press releases and do specialized web based searches.

We operate in the most rapidly expanding segment of the Colorado commercial real estate market where our  primary focus is the acquisition of  large free-standing buildings, land parcels and green houses.  We also build and retro-fit properties to meet the specific needs of well qualified tenants and investment groups.

We save our clients and  investors time and money through our  personal contacts and the experience we have gained in making zoned investments for our own account.  We specialize in analysis of property cash flow. We prepare projections using our knowledge of comparable properties and various other techniques. We encourage clients to focus on acquiring prime properties under terms that make investment success most likely.
 
 
- 4 -

 

Competition

There are many real estate companies but none maintain operations to service all three of the diverse  market segments in which we specialize.

Each of our divisions faces significant competition.
 
1.  Real Estate Sales.  The Denver Area Real Estate market is appreciating and there is a high level of competition with other brokerage firms.  We distinguish ourselves by providing a high level of training and mentoring to our brokers, and by providing IVR property signs plus arial fly by  video marketing and virtual tours, rather than still photos. Our strategic partnership with Visionary Aircraft Corporation allows our agents to receive a discounted rate for all listing video footage. Our 12 week training and mentoring program outlines a proven system for agents to succeed in establishing themselves as area specialists by actively prospecting door-to-door for new listings. We believe our competition does not provide effective training to convert leads to sales.

2.  Property Management.  The Denver Metro population grew by more than 3% in 2013.  As a result there is a shortage of affordable low cost residential rentals.  As of March 20, 2014 all 55 of our residential units are fully occupied.  We distinguish ourselves from the competition by offering video advertising of each rental if it becomes vacant. We arrange  showings seven days per week.  We tailor our management services to meet the unique needs of each of our clients.

3.  Commercial Real Estate for Cannabis. We are licensed commercial  REALTORS.

As such, we enjoy strong operational advantages and honed  skills to rapidly locate favorable cannabis  zoning, find vacant property and help clients negotiate favorable financing  or leasing arrangements at target properties.

We market primarily by word of mouth because the prime real estate that is usable for cannabis cultivation under state and local rulemaking is all within a short drive from our office. We have few true competitors who bring our diverse skill, experience, work ethic and enthusiasm  to the bargaining table.

Home Treasure Finders now provides both  leads and specialized training at no cost to those buyer agents we hire. As part of the hiring process, REALTORS sign our  agreement to split gross commissions.
 
 
- 5 -

 
 
Intellectual Property
 
The sales training material developed by Corey Wiegand are considered “trade secrets.”  The material is believed eligible for copy write protection. As of the date of this report no copy write has been filed
 
We are upgrading our real estate sales web site to include proprietary software on the back end. The additional software is valuable intellectual property and important to the automation of our call capture strategy as contained in our business plan. Completion and activation of this additional web site construction will enable a sequence of automated calls and data transfer which include processing and sending IVR leads to our buyer agents in real time.

We have entered Colorado’s fasted growing industry, cannabis. We have developed a data base of  cannabis regulation issues for our internal use. Where feasible we employ that data to assist our clients and potential tenants.  Our data base includes zoning and Cannabis use rules currently in effect. The list is organized by county and municipality.

Governmental Regulation

Maintaining all licenses deemed necessary by governmental jurisdictions is expensive and time consuming. This and numerous additional factors could delay operations and our cash reserves could be depleted as a result. An unfavorable outcome in connection with these and other risks is possible, however we are not presently able to predict the outcome. 
 
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 October, 2009 the Obama Administration ended aggressive law enforcement against medical marijuana patients and dispensaries.
 
During November 2012 Colorado voters approaved Amendment 64 to the State Constitution to legalize the use, possession and sale of retail marijauna. Amendment 64 also provides for the Colorado General Assembley to enact an excise tax on wholesale marijauna 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.
 
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

ENVIRONMENT
 
We believe that our operations comply in all material respects with applicable laws and regulations concerning the environment. While it is impossible to predict accurately the future costs associated with environmental compliance and potential remediation activities, compliance with environmental laws is not expected to require significant capital expenditures and is not expected to have, a material adverse effect on our planned revenue or competitive position.
 
PRODUCT LIABILITY
 
Our service exposes the Company to liability claims by real estate owners, potential buyers and others. The company maintains legally required liability insurance. Any claim not covered by our policy could have a material adverse effect on our financial condition.
 
OUR FACILITIES
 
We conduct general administration, real estate sales and property management  from our temporary office located in Denver Colorado at the home of our President, Corey Wiegand. We are planning to move those operations to a prime commercial office in the near future. We are now in negotiation to lease and remodel such a property, and upon completion we plan to move in to a prime space with room for our future expansion. Our agent training seminars are conducted at the public meeting room, Office Evolution, 50 S. Steele St., Denver, CO 80226..

HMTF Cannabis Holdings, Inc. leases separate office space located at 1790 30th Street, Suite 316., Boulder, Colorado.
 
 
- 6 -

 
 
SEASONALITY

Our business is materially affected by seasonal factors, including but not limed to:
 
1.  
Changes in residential real estate inventory
2.  
Changes in buyer demand caused by the economy, holidays, Fall “back to school” or other special events
3.  
Unusual or severe weather
4.
The seasonal nature of  major construction projects in Colorado

EMPLOYEES
 
As of December 31, 2013 and the date of this report we have one full employee, Corey Wiegand. Mr. Wiegand, our founder and CEO. He is assisted by numerous assistants,  agents and  professional consultants.
 
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.

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

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 deciede  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.
 
 
- 7 -

 
 
Marijuana remain 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.

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 have 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 are negotiating to lease 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 cannabis subsidiary operates from an office in Boulder which is remote from our main office. The cannabis office and is presently staffed part time by professionals who have other outside interests and employment obligations. 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.
 
 
- 8 -

 
 
We may be unable to manage our growth or implement our expansion strategy.
 
We have recent taken over the operations of CW Properties which manages 55 rental units and which has in the past 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.
 
Outside of the limited private placement recently completed to raise working capital we  have no present plan to issue additional common stock or undertake additional financing. 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. In connection with that strategy, we have recently entered into discussions with a large and influential investment bank from whom we  may elect to seek additional advice or undertake other commitments in connection with a potential secondary equity issue.  We are also considering a debt financing, if available. 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 financing, if undertaken, could impose limitations on our operating flexibility.

We have entered one contract  to acquire approximately 4.3 acres of potentially suitable land under an owner finance arrangement. This land acquisition is affordable with present cash on hand. However any additional land 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. 
 
 
- 9 -

 
 
We are controlled by our current officer and director.
 
Corey Wiegand, our sole director, who is our sole executive officer, beneficially owns approximately 57.1% 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.
 
 
- 10 -

 
 
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. 
 
 
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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.
 
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.
 
 
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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.
 
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 an active 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 able to resell their shares unless 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.
 
 
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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.
 
If the Company uses its stock in acquisitions of other entities there may be substantial dilution at the time of a transaction.
 
The $0.10 per share offering price of the common stock 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.
 
 
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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 and OTCQB. 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.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
 
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.
 
 
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If we fail to remain current on our reporting requirements, we could be removed from quotation on the OTCBB/OTCQB which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. Companies quoted on the OTCBB or OTCQB, are reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTCBB or OTCQB. If we fail to remain current on our reporting requirements, we could be removed from quotation. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.   In addition, we may be unable to get re-listed for quotation on the OTC Bulletin Board, which may have an adverse material effect on our Company.


ITEM 2. DESCRIPTION OF PROPERTY
 
DESCRIPTION OF PROPERTY
 
We currently maintain  administrative  and real estate operations in office space of approximately 300 square feet located at 3412 West 62nd Avenue, Denver, Colorado, 80221, in the home office of our President at a monthly rate of  $350 pursuant to verbal agreement. We foresee need for additional space and we are negotiating to lease and remodel a property in a favorable commercial building.

Our subsidiary, HMTF Cannabis Holdings, Inc., offices at 1790 30th St., Boulder, CO 80301. This office is approximately 300 square feet.  Monthly rental is $350 pursuant to a verbal agreement with Edward Waitkus, Esq. who maintains adjacent law offices and assists us and various cannabis growers with legal advice concerning state and local cannabis rulings

 
ITEM 3. LEGAL PROCEEDINGS
 
There is no litigation or regulatory proceeding pending or threatened by or against us.
 
 
ITEM 4.  MINE SAFETY DISCLOSURE

Not applicable.
 
 
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
 
MARKET INFORMATION
 
As of December 31, 2013 and the date of this report our shares are quoted on the OTCBB/OTCQB under the symbol HMTF. In the future, should we meet stringent qualifications and pay the required fee,  we may seek to have our shares quoted on Capital Markets tier of NASDAQ, however here is no assurance that our shares will continue to be quoted on any market.

Since inception of a trading market in our shares activity been unpredictable and highly volatile.. Closing prices have ranged from $0.10 to $5.10. The closing price on March 21, 2014, the date of this report was $2.60.
 
 
 
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HOLDERS

As of the date of this report, there were approximatly  56 direct holders of our common stock certificates as shown on the list maintained by our transfer agent. Additional shareholders have recently purchased their shares on the OTCBB. They hold recently purchased shares in street name.  They are not included in the tally of shareholders provided by our transfer agent.
  
DIVIDENDS
 
We have not declared or paid any cash dividends on our common stock nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.
 
WARRANTS OR OPTIONS
 
We have no outstanding warrant to purchase shares of our common stock.
 
EQUITY COMPENSATION PLANS
 
We currently have no equity compensation plans.

RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED SECURITIES
 
Prior to our IPO, various shares were issued under Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated by the Securities and Exchange Commission. Subsequently, in accordance with the terms of Registration Statement on Form S-1, certain shares have been registered for resale and additional shares have been qualified for sale.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
 
We made no purchases of our equity securities nor were any such purchases made by any purchaser affiliated with us.
 
OUR TRANSFER AGENT
 
We have retained Standard Registrar and Transfer Agency, Albuquerque, New Mexico, as transfer agent for our Common shares. Shareholders are responsible to contact Standard to update their address. This may be done by writing:

Standard Registrar and Transfer Agency
P.O. Box 14411
Albuquerque, NM 87191
Phone : 505-828-2839

Or by e-mail to:  mary@standardregistrarta.com
 
Standard is responsible for all record-keeping and administrative functions in connection with our common shares.

ITEM 6. SELECTED FINANCIAL DATA- NOT APPLICABLE

 
 
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-looking statements

The following discussion should be read in conjunction with the financial statements of Home Treasure Finders, Inc. (the “Company”), which are included elsewhere in this Form 10-K. This Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 Annual Report on Form 10-K or in documents incorporated by reference in this Annual Report on Form 10-K. 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. 
 
Limited Operating History
 
There is limited historical financial information about our Company upon which to base an evaluation of our future performance.  We cannot guarantee that we will be successful in our mainstream real estate business and furthermore we have recently entered a new and untested industry which presently exists only in Colorado. We are subject to risks inherent in a small company, including limited capital resources, delays and cost overruns due to price and cost increases. There is no assurance that future financing will be available to our company on acceptable terms. Additional equity financing could result in dilution to existing shareholders.
 
Company Description and Overview
            
Home Treasure Finders, Inc. was formed on July 28, 2008. The founder, sole director and officer of our company is Corey Wiegand.
 
Our web site is a key aspect of our business. As of the date of this report, our site is 80% functional. You may view the site at www.hometreasurefinders.com
 
We are planning to complete our website to support three divisions:

1.    
Real estate listing and sales
2.    
Property Management
3.    
Commercial Real Estate for legal cannabis cultivation

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

 
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“For example, in the future, you will be able to buy a house on the Internet via your watch or contact lens. But no one is going to buy a house this way, since this is one of the most important financial transactions you will perform in your life. For important purchases like a home, you will want to talk to a human who can tell you where the good schools are, where crime rate is low, how the sewer system works, etc. For this, you want to talk to a skilled agent who adds value.”
 
We believe that Machio’s book offers credible insight into our business. Machio makes predictions based upon his background as a scientist and his familiarity with changes brought on by new technology, that is future changes in our society to be expected from devices now available or in the late stage of development. We believe that this particular quote is relevant to our business plan because Machio states in the quote that the home buyers (100 years in the future) will still want to talk with a local human sales professional, not just enter a purchase agreement over the internet, because of the need to be correctly informed about local issues. Machio believes this can only be done by a local buyer agent. Contact with a human, Machio believes is so important because an investment in a home is likely the largest investment decision made by the average person, and because many of the considerations faced by the buyer are local in nature. Advice concerning those decisions needs to be experienced, informed and locally based to be helpful. We believe we can train our buyer agents to perform locally much better than an internet based advisor. Thus, in Machio’s view, the role of buyer agents in the economy of the future is secure and will always be timely. We conclude that two of our three business activities, number one and number three, as discussed above, are unlikely to become outdated, which confirms to us, the longevity and wisdom of our business plan.

The  Market for Real Estate Investment Mentoring

We believe that the present market for mentor services is small, sporadic, highly fragmented and we do not know of any commercial oversight group that has established any structure or standards. Our understanding of this market is incomplete and based solely on our limited observations, discussions with homeowners, realtors, lenders, homebuyers and home sellers and a very limited number of individuals engaged in real estate mentoring services. Further, we have not conducted any studies or surveys or by other means tried to quantify or predict the volume or quality of competing real estate mentor training that may have come on the market to date, or that in the future, may become available.
 
Present third party  listing agents/buyer agents/referrals
 
As of December 31, 2013 and the date of this report,  all listings and resulting sale commissions are being generated by our officer and founder, Corey Wiegand, or additionally, by five recently hired licensed REALTORS. Mr. Wiegand is also routinely and actively assisted by various unlicensed professionsal who are compensated by the Company  on a hourly basis, or otherwise.   Should Mr. Wiegand close a sale which generates a commission and which results from a referral from another licensed real estate broker, in that event, a “referral commission” or “commission split” may be due and payable to the referring broker at closing.
 
As previously stated, we believe our business and the role within it for trained and licensed buyer’s agents will always be timely. As our business grows we plan to aggressively hire licensed listing agents and buyer agents. Our goal for 2014 is to recruit a licensed REALTOR who resides in,  lists and  sells property in each and every Denver zip code.
 
 Integrated Voice Response, Call Capture System, Signs and Website
 
We presently place our IVR SIGN in the yards of the homes on which we have a signed listing. We plan in the future to place similar IVR SIGNS at additional properties as such placements are authorized by listing contracts written by our agents. Our  IVR signs direct calls from potential buyers to our data base and also to the mobile phone of our founder or an assigned buyer agent:
 
Each time a home buyer sees a FOR SALE sign and the Home Treasure Finder’s IVR SIGN in front of it, the prospective buyer will have two options:
 
1.   
They can elect to call the listing agent directly by calling the number, if any, displayed on the larger FOR SALE sign, or
 
2.   
They may elect to call the 1-800 number displayed on our smaller IVR SIGN.
 
If they elect to call the third party listing agent directly, Home Treasure Finders will not acquire the lead.
 
 
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Presently we operate our website, WWW.HMTFrealty.com  under a short term contract with a third party service. This arrangement provides us a functional generic IVR service for a monthly fee. Ultimately, we plan to integrate our IVR system into our website. This will aid us in tracking the incoming leads and potentially save us annually, thousands of dollars in monthly fees.
 
In either case, our IVR system seamlessly transfers the lead to Mr. Wiegand or a designated REALTOR buyer agent
 
As of the date of this report we are negotiating a supplier agreement to purchase additional signs. We believe additional signs can be purchased from a variety of sources without difficulty.  Our new sign inventory will be stored indoors at our business address, and as of the date of this report, we are planning to deploy our new signs on specific properties, as appropriate.        
 
Our future supply of listing agents and buyer’s agents

A key element of the Home Treasure Finders business plan is to recruit and train both listing agents and buyer’s agents. By marketing to new agents in online job forums, and placing small classified ads on sites like Craiglist.com, we have recruited and hired agents who would like to have access to more prospects.

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

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

We have used the services of a part time consultant to locate and screen prospective agents. The consultant is compensated at the rate of $500 for each licensed REALTOR we hire. To date, this approach has been modestly successful.  We have a 2014 goal of hiring one REALTOR for each Denver Zip code. To achieve our goal we may retain a qualified “head hunter” who will be compensated at market rate.
 
PLAN OF OPERATIONS AND PROJECTIONS
 
During 2013 our cash flow has generally sufficient to sustain operations when supplemented by occasional loans form management and the immediate family of management. 

We plan to use the funds we now have, supplemented by loans from management or outside investors. We have no present arrangement for financing and we cannot predict if or when funds will become available to us. When we need cash we may find that our management is unable to loan us adequate additional money. Management has made no commitment for additional finance to our business, conditional upon sales performance or otherwise.  In the future, management is under no obligation to provide cash to our business. Even if management elects to provide cash, there could be significant dilution to other investors and the cash provided may still prove insufficient to prevent insolvency and failure of our business. We believe that outside funding may depend on first showing better sales performance. Our sales performance may grow only slowly until we establish adequate listing agent relationship and recruit and train enough listing and  buyer agents.  Consequently, we may fail for lack of cash and any investment into our company may prove a total loss.

Our subsidiary, HMTF Cannabis Holdings, Inc. has  signed one  land purchase contract to acquire 4.3 acres of industrial land. We will not be able to acquire additional land or develop the land we have under present contract without significant cash injections. We are negotiating for such cash injections but there is no assurance our success.
 
 
- 20 -

 
 
  
Our Potential for Growth.
 
We have fully commenced real estate sales and property management operations and generated significant revenues. We are no longer considered a Development Stage Company.
   
During 2013 we generated $139,282 in commission revenue and $41,211 in management fees. Our plan is to continue to expand commission revenue and thereby generate increased cash from our operating activities.

Our operating expenses include significant legal, consulting, accounting and contributed services, all accounted for as expenses. As a consequence, our net losses for the years December 31, 2013 and 2012 total $4,790 and $45,810, respectively.

As of the date of this report, our new subsidiary, HMTF Cannabis Holdings, Inc., formed, on  March 3, 2014 has commenced  operations. Cannabis subsidiary operations have  not, to date, resulted in significant additional expenses and no revenue has been generated.

On March 20, 2014, we made an offer to purchase 4.3 acres of industrial land, which may qualify for cannabis cultivation, that was accepted by the seller. This offer was tendered by Corey Wiegand through our real estate division. As a part of the offer, we have issued a cash deposit check of $10,000. Our deposit money  is refundable  should we elect to withdraw within 30 days per contract terms. We are conducting due diligence to determine usability of this land for legal cultivation of cannabis under local governmental  rules. For more information, see Subsequent Events in the audit section of this report and recent filings on Form 8-K.

Results of Operations
 
See the Financial Statements for comparison data to prior periods.
 
We have financed our operations since inception primarily through loans from our founder, cash raised in our completed IPO or through cash and services contributed by our founder, officer and director. As of December 31, 2013, we had $14,205 in cash, and a working capital deficit of $41,127.
 
The following table sets forth our statements of operations data for the year ended December 31, 2013 and 2012.  
 
 
- 21 -

 
 

Summary Statement of Operations
 
   
Year
Ended
December
 31, 2013
   
Year Ended
December 31,
 2012
 
                 
Revenues, net
 
$
180,493
   
$
28,027
 
Gross profit (loss)
   
180,493
     
28,027
 
Selling, general and administrative expenses
   
135,455
     
50,875
 
Commission expense
   
31,067
     
7,958
 
Professional fees
   
18,452
     
14,067
 
Total operating expenses
   
184,974
     
72,900
 
Loss from operations
   
   (4,481) 
     
 (44,873)
 
Other Income (expense)
   
(309)
     
(937)
 
Loss from operations before income taxes
   
(4,790)
     
(45,810
)
Income tax provision
   
-
     
-
 
Net loss
 
$
(4,790
)
 
$
(45,810
)
 
Revenues
 
For the year ended December 31, 2013 we have generated $180,493 in revenues.  Revenue consisted of $139,282 in commission income and $41,211 in management fees.
 
Total Operating Expenses

Our net loss decreased by $41,020 or 90% to $4,790 from $45,810 for the year ended December 31, 2013 compared with the prior year ended December 31, 2012. This was primarily attributed the net effect of the following factors:

1.
General and administrative expenses increased by $84,580, or 166%, to $135,455 for the year ended December 31, 2013 from $50,875 for the prior year ended December 31, 2012. This is attributable to the increase in salary expense, consulting expenses, and realtor expenses as well as other basic general and administrative expenses.
   
2.
Professional fees increased by $4,385 or 32% to 18,452 for the year ended December 31, 2013 from $14,067 for the prior year ended December 31, 2012. This is attributable to  increased transaction frequency in our property management and sales divisions and the consequent  increase in book keeping and related audit services.
 
3.
Revenue increased by $152,466 for the year ended December 31, 2013 from $28,027 for the year ended December 31, 2012.  
 
Liquidity and Capital Resources

Our Initial Public Offering of our common stock was declared effective by the Securities and Exchange Commission on January 26, 2012. As of the date of this report, proceeds of our IPO representing the Minimum Offering of $30,000 have been released from the escrow account and utilized to support our business plan.

At December 31, 2013, we had $14,205 in cash, representing primarily commissions earned during the fourth quarter. Our cash is held in our checking account and is usable by the Company. At year end our working capital deficit was $41,127. 
 
ITEM 8. FINANCIAL STATEMENTS.

The financial statements and supplementary data required by this item are submitted on page 21 of this report.
 
 
- 22 -

 
 
 
 



Index to Financial Statements



Report of Independent Registered Public Accounting Firm
24
   
Balance Sheets
25
   
Statements of Operations.
26
   
Statements of Changes in Shareholders’ Equity (Deficit)
27
   
Statements of Cash Flows
28
   
Notes to the Financial Statements.
29


 
- 23 -

 
 

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Shareholders
Home Treasure Finders, Inc. and Subsidiaries
Broomfield, Colorado

We have audited the accompanying consolidated balance sheets of Home Treasure Finders, Inc. and Subsidiaries as of December 31, 2013 and 2012, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the years then ended.  These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Home Treasure Finders, Inc. and Subsidiaries as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
 
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 4 to the consolidated financial statements, the Company has incurred losses since inception and has liabilities in excess of assets, raising substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are also described in Note 4.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 
/s/ HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
March 26, 2014

 
- 24 -

 
 
HOME TREASURER FINDERS, INC. AND SUBSIDIARIES
 
Consolidated Balance Sheets
 
 
             
   
December 31,
   
December 31,
 
   
2013
   
2012
 
             
Assets
       
             
Current Assets:
           
Cash
 
$
14,205
   
$
9,408
 
Prepaid expenses
   
-
     
280
 
                 
Total current assets
 
$
14,205
   
$
9,688
 
Liabilities and Shareholders’ Equity (Deficit)
         
                 
Liabilities:
               
Accounts payable
 
$
6,311
   
$
15,959
 
Accrued wages
   
14,612
     
22,500
 
Accrued liabilities
   
28,220
     
1,686
 
Accrued interest
   
1,246
     
937
 
Related party note payable
   
4,943
     
4,943
 
Total current liabilities
   
55,332
     
46,025
 
                 
Shareholders’ equity (deficit):
               
Common stock, no par value; 100,000,000 shares authorized,
               
11,725,800 and 11,725,800 shares issued and outstanding, respectively
   
57,302
     
57,302
 
Additional paid in capital
   
96,476
     
96,476
 
Accumulated deficit
   
(194,905
)
   
(190,115
)
Total shareholder’s equity (deficit)
   
(41,127
)
   
(36,337
)
                 
Total liabilities and shareholders' equity (deficit)
 
$
14,205
   
$
9,688
 
 
See accompanying notes to consolidated financial statements

 
- 25 -

 



HOME TREASURER FINDERS, INC. AND SUBSIDIARIES
 
 Consolidated Statements of Operations
 
 
             
             
             
   
For the Year Ended
 
   
December 31,
 
   
2013
   
2012
 
             
Commission income
 
$
139,282
 
 
$
28,027
 
Property management income
   
41,211
     
-
 
Revenue
   
180,493
     
28,027
 
                 
                 
Operating expenses:
               
Commission expense
   
31,067
     
7,958
 
Professional fees
   
18,452
     
14,067
 
General and administrative
   
135,455
     
50,875
 
Total operating expenses
   
184,974
     
72,900
 
                 
                 
Operating loss
   
(4,481
)
   
(44,873
)
                 
Other Income (expense)
               
Interest expense
   
(309
)
   
(937)
 
                 
Total other income
   
(309
)
   
(937)
 
                 
Loss before income taxes
   
(4,790)
     
(45,810)
 
                 
Income tax expense
   
-
     
-
 
                 
Net loss
 
$
(4,790
)
 
$
(45,810
)
                 
                 
Basic and diluted loss per share
 
$
(0.00
)
 
$
(0.00
)
                 
Basic and diluted weighted average
               
common shares outstanding
   
11,725,800
     
11,577,033
 
 
See accompanying notes to consolidated financial statements

 
- 26 -

 

HOME TREASURER FINDERS, INC. AND SUBSIDIARIES
 
Consolidated Statements of Changes in Shareholders' Equity (Deficit)
 
               
Additional
             
   
Common Stock
         
Paid In
   
Accumulated
   
Total
 
   
Shares
   
Amount
   
Capital
   
Deficit
   
Equity (Deficit)
 
                               
                               
Balance at December 31, 2011
   
11,425,800
   
 $
27,302
   
96,476
   
 $
(144,305
)
 
$
(20,527
)
                                         
Common stock issued on July 1, 2012 for cash at
                                       
$0.10 per share
   
300,000
     
30,000
     
     
     
30,000
 
                                         
Net loss for the year ended December 31, 2012
   
     
     
     
(45,810
)
   
(45,810
)
                                         
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
)
 
See accompanying notes to consolidated financial statements

 
- 27 -

 


HOME TREASURER FINDERS, INC. AND SUBSIDIARIES
 
Consolidated Statements of Cash Flows
 
 
   
For the Year Ended
 
   
December 31,
 
   
2013
   
2012
 
Cash flows from operating activities:
           
Net loss
 
$
(4,790
)
 
$
(45,810
)
Adjustments to reconcile net loss to net cash provided
               
(used) by operating activities:
               
Changes in operating assets and liabilities:
               
(Increase) decrease in prepaid expense
   
280
     
(280
)
Increase (decrease) in accounts payable
   
(9,648
)
   
6,844
 
Increase (decrease) in accrued salary
   
(7,888
)
   
22,500
 
Increase (decrease) in accrued liabilities
   
26,534
     
1,686
 
Increase (decrease) in accrued interest
   
309
     
937
 
Net cash provided by (used in)
               
operating activities
   
4,797
     
(14,123
)
                 
Cash flows from investing activities:
   
     
 
                 
Cash flows from financing activities:
               
Proceeds from common stock sales
   
     
30,000
 
Proceeds from related party payable
   
5,000
     
10,425
 
Payment of related party payable
   
(5,000
)
   
(17,000
 
Net cash provided by
               
financing activities
   
     
23,425
 
                 
Net change in cash
   
4,797
     
9,302
 
                 
Cash, beginning of year
   
9,408
     
106
 
                 
Cash, end of year
 
$
14,205
   
$
9,408
 
                 
Supplemental disclosure of cash flow information:
               
Cash paid during the period for:
               
Income taxes
 
$
   
$
 
Interest
 
$
   
$
 
                 
NON CASH FINANCING ACTIVITIES:
               
 Common stock issued for services    
     
 
 
See accompanying notes to consolidated financial statements

 
- 28 -

 

HOME TREASURER FINDERS, INC. AND SUBSIDIARIES
Notes to the Financial Statements
December 31, 2013and 2012

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.  Organization

Home Treasurer Finders, Inc. (the “Company”) was initially incorporated on July 28, 2008 in the State of Colorado.  The Company has two subsidiaries, Ambermax III, Inc. and HTMF Cannabis Holdings, Inc.   On January 28, 2008 Ambermax III, Inc. became our wholly subsidiary through a merger consummated as a share exchange. The purpose of the merger was to obtain $12,676 in cash held by Ambermax III, Inc.
 
On March 3, 2014 the Company formed a wholly 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 issued its officers and directors 10,100,000 shares of its no par common stock as payment for $4,586 in fees and expenses incurred as part of organizing the Company.

The Company is in the business of operating a real estate lead referral business and operates in Colorado as a State Licensed "Employing Broker" number 1000021235 issued on February 13, 2012.

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.  
 
b.  Accounting Method

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

c.  Estimates

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

d.  Income Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards and deferred tax liabilities are recognized for taxable temporary differences.  Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
 
 
 
 
- 29 -

 
 
HOME TREASURER FINDERS, INC. AND SUBSIDIARIES
Notes to the Financial Statements
December 31, 2013and 2012
 
 

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

d.  Income Taxes (Continued)

Net deferred tax assets consist of the following components as of December 31, 2013 and 2012:

   
2013
   
2012
 
Deferred tax assets:
           
  NOL carryover
 
$
10,800
   
$
12,900
 
  Accrued expense
   
7,600
     
4,800
 
                 
 Valuation allowance
   
(18,400
)
   
(17,700
)
 Net deferred tax asset
 
$
-
   
$
-
 

The income tax provision differs from the amount of income tax determined by applying the U.S. income tax rate to pretax income from continuing operations for the year ended December 31, 2012 and 2011 due to the following:

   
2013
   
2012
 
                 
Book income
 
$
(900
)
 
$
(9,000
)
Penalties
   
400
     
100
 
Accrued expenses
   
2,700
     
4,800
 
                 
  Valuation allowance
   
(2,200
   
4,100
 
   
$
-
     
-
 

At December 31, 2013, the Company had net operating loss carryforwards of approximately $54,000 that may be offset against future taxable income as long as the “continuity of ownership” test is met.  No tax benefit has been reported in the December 31, 2013 financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal income tax reporting purposes are subject to annual limitations.  Should a change in ownership occur, net operating loss carryforwards may be limited as to use in future years.
 
 
 
 
- 30 -

 
 
HOME TREASURER FINDERS, INC. AND SUBSIDIARIES
Notes to the Financial Statements
December 31, 2013and 2012
 

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

d.  Income Taxes (Continued)

The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions.  The Company has identified its federal tax return and its state tax return in Colorado as “major” tax jurisdictions, as defined.   All years are open to examination by the IRS.  No reserves for uncertain tax positions have been recorded.
 
The Company adopted changes issued by FASB which prescribed a recognition threshold and measurement attribute for financial statement recognition and measurement of an uncertain tax position taken or expected to be taken in a tax return. Under the guidance, an uncertain income tax position must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority.
 
e.  Loss per Common Share
 
The Company reports net loss per share using a dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents.  Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents.  At December 31, 2013 and 2012 there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.
 
The computation of loss per common share is based on the weighted average number of shares outstanding for the years ended December 31, 2013 and 2012 as follows:
 
   
For the Year Ended
December 31,
 
   
2013
   
2012
 
                 
Net loss (numerator)
 
$
(4,790
)
 
$
(45,810
)
Shares (denominator)
   
11,725,800
     
11,577,033
 
Net loss per share
 
$
(0.00
)
 
$
(0.00
)
 
f.  Revenue Recognition
Revenue is recognized when services are provided and collection is reasonably assured.  Revenue is recognized in a real estate transaction when the closing occurs on the home sale and commissions are received.  For the property management activities, revenue is recognized when rent is received from the tenant.
 
 
 
 
- 31 -

 


HOME TREASURER FINDERS, INC. AND SUBSIDIARIES
Notes to the Financial Statements
December 31, 2013and 2012
 
 

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

g.  Newly Adopted Accounting Pronouncements

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

h.  Principles of consolidations

The consolidated financial statements include the accounts of the Company and its subsidiaries.  All material intercompany accounts and transactions are eliminated in consolidation.
 
 
NOTE 2 -COMMON STOCK TRANSACTIONS

During the year ended December 31, 2012, the Company issued 300,000 shares of common stock for cash received of $30,000.


NOTE 3 - RELATED PARTY TRANSACTIONS

During the year ended December 31, 2013 a major stockholder deposited $5,000 in the Company’s bank account to cover expenses.  There were also payments of $5,000 made to pay down the related party payable during the year ended December 31, 2013.  The balance of the related party payable was $4,943 as of December 31, 2013.  This payable is due on demand and has an interest rate of 8%.  Accrued interest on this payable was $1,246 at December 31, 2013.  Beginning in April 2013, the Company began accruing salary of $5,500 per month to the CEO for his services.  The balance accrued at December 31, 2013 was $14,612.

During the year ended December 31, 2012 an officer and major stockholder deposited $10,425 in the Company’s bank account to cover expenses.  There were also payments of $17,000 made to pay down the related party payable during the year ended December 31, 2012.  The balance of the related party payable was $4,943 and $11,518 as of December 31, 2013 and December 31, 2012, respectively.  This payable is due on demand and has an interest rate of 8%.  Accrued interest on this payable was $937 at December 31, 2012.  Beginning in 2012, the Company began accruing salary of $2,500 per month to the CEO for his services.  The balance accrued at December 31, 2012 was $22,500.
 
 
 
 
- 32 -

 


HOME TREASURER FINDERS, INC. AND SUBSIDIARIES
Notes to the Financial Statements
December 31, 2013and 2012
 


 
NOTE 4 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  As shown in the accompanying financial statements, the Company has not yet generated sufficient revenue to generate net income.  Additionally liabilities exceed assets by$41,127 at December 31, 2013.  These factors, among others, may indicate that there is substantial doubt that the Company will be able 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 5 - SUBSEQUENT EVENTS

On March 3, 2014 the Company 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.   Our subsidiary will improve the properties which will then be leased to licensed third party growers.  As of the date of this report, we have commenced limited operations which have not resulted in significant additional expense, no revenue has been generated and no contracts, other than an agreement to  purchase land have been signed.

On March 13, 2014 we 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. As of the date of this report none of the shares sold have been issued.

On March 14, 2014 we entered a contract to purchase 4.3 acres of industrial land in Commerce City Colorado for $420,000. The contract provides for assignment and we have taken an assignment from  JDONE LLC the original purchaser in the purchase contract. The terms of the contract provide for a cash payment of 25% of the purchase price at closing by April 20, 2014, with the balance due carried by the Seller and a 6% secured note to be amortized of 15 years with a five year balloon payoff provision. Based upon initial investigations we believe this parcel may qualify for legal cannabis cultivation. Our offer was tendered by Corey Wiegand through our real estate division. As a part of our offer, we have issued a cash deposit check of $10,000, refundable in full should our offer be rejected, or should we elect to withdraw from any resulting contract within 30 days.  Accordingly, we have initiated due diligence designed to determine, among other things, the legality and detailed terms for future legal cannabis cultivation on this parcel. We are researching local government rules and seeking meetings with key officials to verify the application of regulations to our proposed site. We are also investigating the qualification criteria and application processes in connection with any and all state licenses required of proposed third party cannabis growers wishing to become our tenants at this site.

On March 15, 2014 we rented office space for our new subsidiary located at 1790 30th Street, Boulder, Colorado. The office is approximately 300 square feet. The rent is $350 per month.   On March 19th we commenced use of this space for an iniztial meeting with potential growers.

On March 19, 2014 we executed four Certificates of Intent to Hire each  providing for a $2,000 signing bonus to be paid by us to the four newly haired REALTORS under certain conditions expressed in the document entitled "Broker Relationship Agreement". The bonus is due and payable after one year and will be paid in  restricted  shares of our common stock at the rate of one share for each $1.68 of bonus amount.  This rate was calculated by applying a discount of 20% to the $2.10 closing price of our shares on the OTCBB. 
 
The Company has evaluated all other subsequent events through the date the financial statements were issued, per the requirements of ASC Topic 855, and has determined that there are no additional events to report.
 
 
 
 
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ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES.
 
Evaluation of Disclosure Controls and Procedures
 
We carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the required time periods and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.  Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. To address the material weaknesses, we performed additional analysis and other postclosing procedures in an effort to ensure our consolidated financial statements included in this annual report have been prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.
 
Management’s Report on Internal Control Over Financial Reporting
 
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2013. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We have identified the following material weaknesses:
 
As of December 31, 2013, we did not maintain effective controls over the control environment. Specifically, a lack of segregation of duties, a lack of oversight of financial reporting and inadequate documentation of business transactions.  Since these entity level controls have a pervasive effect across the organization, management has determined that these circumstances constitute material weaknesses.
 
Because of these material weaknesses, management has concluded that we did not maintain effective internal control over financial reporting as of December 31, 2013, based on the criteria established in “Internal Control-Integrated Framework” issued by the COSO.
 
No Attestation Report by Independent Registered Accountant
 
The effectiveness of our internal control over financial reporting as of December 31, 2013, has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.
 
 
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Changes in Internal Control Over Financial Reporting
 
There have been no changes in our internal control over financial reporting through the date of this report or during the year ended December 31, 2013, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Corrective Action
 
Management plans to seek a candidate who would serve as a consultant to assist management in improvements in our disclosure controls and procedures and in our internal control over financial reporting.  We anticipate that the consultant will help to oversee our financial reporting and tracking documentation of all transactions.

ITEM 9B. OTHER INFORMATION.

None


Part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.
 
DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers and directors and their respective ages and positions as of the date of this prospectus are as follows:
 
Name
 
Age
 
Position
         
Corey Wiegand (1)
 
 35
 
President, Chief Executive Officer, Chief Financial Officer and Sole Director
_______________
 
(1)   
Our founder, President, CEO, CFO and Sole Director
 
Executive Biography.
 
Corey Wiegand, age 35, President, is a graduate cum laude from the University of Texas A&M in Corpus Christi.  He is a real estate investor, Colorado licensed Employing Broker, and is certified to work with property management, short sales and bank owned properties.
 
 
 
 
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             Corey Wiegand’s Biography for the last five years, including dates of Employment, Job Title, Job Description, Employer and Location of employer is detailed in the table below.
 
Dates of Employment
 
Job Title
 
Job Description
 
Employer/Location
             
August, 2006-
September, 2008
 
Real Estate Investor
 
Located Fix and Flip Deals for a small investor Group
 
Info-Foreclosure LLC
Denver Metro Area
Colorado
             
November, 2007-March 31, 2012
 
Realtor
 
Buyer and Investor Sales Specialist
 
RE/MAX Alliance, Boulder, Colorado
             
July 2008- Present
 
Founder, President
 
Build Shareholder Value
 
 
Home Treasure Finders Inc.
Denver Metro Area
Colorado
 
Section 16 (a) Beneficial Ownership Reporting Compliance
 
Corey Wiegand:  Failed to file his initial report on Form 3 in a timely fashion (1 report).  No other reports were required.
 
Bristlecone Associates LLC:  Failed to file its initial report on Form 3 in a timely fashion (1 report).  No other reports were required.

 
ITEM 11. EXECUTIVE COMPENSATION.

Director and Officer Compensation

We have no director compensation policy. Directors may be reimbursed for their expenses incurred for attending each board of directors meeting and may be paid a fixed sum for attendance at each meeting of the directors or a stated salary as director. No policy or payment precludes any director from serving us in any other capacity and being compensated for the service. Members of special or standing committees may be allowed reimbursement and compensation for attending committee meetings. During the years ended December 31, 2013 and 2012 and the period from inception until December 31, 2013 and the date of this report, none of our directors were paid any fees to attend director meetings.
  
EXECUTIVE COMPENSATION
 
There were no executives who received annual and/or long-term compensation for more than $100,000 per year at the end of the last completed fiscal year.  Beginning January 2012 we agreed to pay Mr. Wiegand a salary of $2,500 per month plus an additional over-ride of 15% based on sales. However, during much of 2012, we experienced a cash shortage and were unable to pay salary to Mr. Wiegand as it became due.  Effective April 1, 2013 we increased Mr. Wiegand’s salary to $5,500 per month.  As of December 31, 2013 Mr. Wiegand is owed accrued salary totaling $14,612. As of the date of this report, we have not executed a written agreement with Mr. Wiegand in connection with executive compensation and may, from time to time, increase or otherwise change  Mr. Wiegand’s compensation package.
 
 
 
 
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Summary Compensation Table
 
The following table sets forth certain information concerning compensation paid our officer during years ended 2013, 2012 and 2011. Mr. Wiegand received no compensation. Going forward, Mr. Wiegand will receive a salary plus a commission based upon a percentage of gross sales, however, no written compensation agreement has been executed.
 
Name and
principal
position
 
Year
 
Salary and Commissions
    ($)
 
Bonus
($)
 
Stock
Awards
($)
 
Option Awards
($)
 
Non-Equity
Incentive
Plan
Compensation
($)
 
Nonqualified
Deferred
Compensation Earnings
($)
 
All
Other
Compensation
($)
 
Total
($)
                                                                     
Corey Wiegand, Officer and Sole Director
 
2013
2012
2011
   
 74,738   
11,699   —
     
   —
     
  —
     
  —
     
  —
     
  —
     
  —
     
74,738
11,699
 
 
             For the years ended 2013, 2012and 2011, services valued at $0, $0, and $27,490 respectively, were contributed by our officers and director.

As of December 31, 2013 Mr. Wiegand is owed accrued salary totaling $14,612. As of the date of this report, we have not executed a written agreement with Mr. Wiegand in connection with executive compensation.   We plan to pay Mr. Wiegand accrued back salary.

Option Grants in Last Fiscal Year
 
No stock options were granted to the Named Executives for the years ended December 31, 2011, 2012, 2013 and as of the date of this report.
 
Aggregated Option Exercises in Last Fiscal Year and Year-End Option Values
 
No stock options were exercised or held for exercise.
 
Equity Compensation Plan Information
 
There is currently no stock option executive compensation plan in place.
 
Employment and Consulting Agreements
 
The Company has no agreement for employment. The Company entered and completed a written agreement for certain future financial printing services for which 140,000 shares of its common stock were issued on March 16, 2009. Going forward we will purchase these services for cash.

We presently pay Corey Wiegand a salary of $5,500 monthly plus an override of 15% based upon revenue. During periods when we did not have available cash, we have accrued unpaid salary and plan to pay these amounts at a future date when and if cash becomes available. We have not executed a written agreement in connections with this arrangement and we may change the arrangement at any time.
 
 
 
 
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Board of Directors

Our Directors are elected by the vote of a majority in interest of the holders of our voting stock and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.
 
A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business. The directors must be present at the meeting to constitute a quorum.  However, any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent in writing to the action.
 
          Directors may receive compensation for their services and reimbursement for their expenses as shall be determined from time to time by resolution of the Board. Presently our sole director receives no compensation for his service on our Board of Directors.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
           The following table sets forth certain information, as of December 31, 2013 and as of the date of this report, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned.

Title of
Class
Name of
Beneficial Owner (1)
Number of Shares
Beneficially Owned (2)
Percentage
Ownership (2)
       
Common Stock
Corey Wiegand
6,700,000
57.1 %
       
Common Stock
Bristlecone Associates, LLC (3)
16200 West County Road 18E
Loveland, CO 80537
3,000,000
25.6%
       
Common Stock
All Executive Officers and Directors as a Group (1 person)
6,700,000
57.1%
____________________

 
Except as otherwise indicated, the address of each beneficial owner is c/o Home Treasure Finders, Inc., 3412 West 62 nd Ave., Denver, CO 80221.
   
 
Applicable percentage ownership is based on  11,725,800 shares of common stock outstanding as of December 31, 2013 and as of the date of this report. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. 
 
 
Bristlecone Associates, LLC acquired 3,000,000 shares from Kevin Byrne on December 25, 2010 for $2,500 cash.
 
 
 
 
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
 
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
           
     Corey Wiegand has no relationship with any shareholder of the Company other than James Wiegand. 

 Other than as set forth above, none of the following parties has, during the last two years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
 
 
any of our directors or officers;
     
 
any person proposed as a nominee for election as a director;
     
 
any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; or
     
 
any relative or spouse of any of the foregoing persons who has the same house as such person.
 
    During the year ended December 31, 2013, James Wiegand, father of Corey Wiegand and a stockholder, deposited $5,000 in the Company’s bank account to cover expenses.  
    During the year ended December 31, 2012 an officer and major stockholder Corey Wiegand deposited $10,425 in the Company’s bank account to cover expenses.  
 
 
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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees
 
During the fiscal year ended December 31, 2013, we incurred approximately $17,400 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal years ended December 31, 2012.

During the fiscal year ended December 31, 2012, we incurred approximately $15,250 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal years ended December 31, 2011.

During the fiscal year ended December 31, 2011, we incurred approximately $8,100 in fees to our principal independent accountants for professional services rendered in connection with the audit and reviews of our financial statements for fiscal year ended December 31, 2011.
 
Audit-Related Fees

The aggregate fees billed during the fiscal years ended December 31, 2013 and 2012 for assurance and related services by our principal independent accountants that are reasonably related to the performance of the audit or review of our financial statements (and are not reported under Item 9(e)(1) of Schedule 14A was $0 and $0, respectively. 

Tax Fees

The aggregate fees billed during the fiscal years ended December 31, 2013 and 2012 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning was $0 and $0, respectively.

All Other Fees

The aggregate fees billed during the fiscal years ended December 31, 2013 and 2012 for products and services provided by our principal independent accountants (other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A was $0 and $0, respectively.

 
 
 
- 40 -

 
 
ITEM 15. EXHIBITS AND REPORTS OF FORM 8-K

Exhibits
 
Exhibit No.
 
Description
     
31.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302
     
32.1
 
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of The Sarbanes-Oxley Act of 2004
 
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
 
Reports on 8-K
 
No reports were filed on Form 8-K this fiscal year.


 
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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
                 (Registrant)
 
       
DATE:    March 26, 2014
By:
/s/ Corey Wiegand
 
   
Corey Wiegand
President, CEO,  Sole Director and Chief Financial Officer
 
       
       
 
 
 
 
 
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