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
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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 - Property and Equipment
Note 3 - Long - Term Debt
Note 4 - Common Stock
Note 5 - Related Party Transactions
Note 6 - Commitments and Contingencies
Note 7 - Going Concern
Note 8 - 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 hmtf_ex311.htm
EX-32 hmtf_ex321.htm

Home Treasure Finders Earnings 2018-12-31

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_12312018.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, 2018

 

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)    
4045 Pecos St, Suite 110, Denver, Colorado   80211
(Address of principal executive offices)   (Zip code)

 

(720) 273-2398

(Registrant's telephone number, including area code)

 

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 

 

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

 

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        No

 

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    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.

 

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

 

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

 

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

 

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

 

The aggregate market value of the voting stock held by non-affiliates 3,305,450 shares of no par value Common Stock was $264,436 as of December 31, 2018. The stock price for computational purposes was $0.08 per share, based upon the fact that the final trade for the Registrant's Common Shares on the OTCQB on December 31, 2018 was at $0.08 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, April 1, 2019 was: 13,279,332 shares.

 

 

  
 

 

 

HOME TREASURE FINDERS, INC.

 

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2018

 

TABLE OF CONTENTS

 

 

PART I Page
   
Item 1.    Description of Business   3
Item 2.    Description of Property 20
Item 3.    Legal Proceedings 20
Item 4.    Mine Safety Disclosure 20
   
PART II  
   
Item 5.    Market for Common Equity and Related Stockholder Matters 20
Item 6.    Selected Financial Data 22
Item 7.    Management’s Discussion and Analysis or Plan of Operation 22
Item 8.    Financial Statements 25
Item 9.    Changes In And Disagreements With Accountants And Accounting And Financial Disclosure 26
Item 9A. Controls and Procedures 26
Item 9B.  Other Information 28
   
PART III  
   
Item 10.  Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act 28
Item 11.  Executive Compensation 30
Item 12.  Security Ownership of Certain Beneficial Owners and Management And Related Stockholder Matters 31
Item 13.  Certain Relationships and Related Transactions 31
Item 14.  Principal Accountant Fees and Services 34
Item 15.  Exhibits 35

 

 

 

 

 2 
 

 

 

Part I.

 

ITEM 1. DESCRIPTION OF BUSINESS

 

We are a licensed and diversified, Colorado based real estate brokerage, property investor and landlord. We presently generate revenue from three sources:

 

  1. Rental revenue from our "Cannabis Zoned" warehouse property.

 

  2. Commission revenue from the sale of third party owned real property.

 

  3. Management revenue from real property managed for third party owners.

 

To activate our business we borrowed money from our President, Corey Wiegand, completed several private placements as well as a management led IPO. At December 31, 2018 our shares were quoted on the OTC Pinks Current under the symbol "HMTF."As of the date of this report our shares are quoted on OTC Pink Current and our trading symbol remains "HMTF."

 

Company History

 

We organized under the laws of the State of Colorado on July 28, 2008.

 

History of Operations.  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 satisfied regulatory requirements through April 21st, 2018 when as part of a settlement with Colorado DORA we hired Jennifer Berg to serve the Company as Employing Broker. As of December 31, 2018 and the date of this report, commission revenue from real estate transactions form a significant part of our total revenue.

 

During 2013 we expanded our real estate activities to include property management and as of December 31, 2018 and the date of this report, we manage 162 rental units and generate net revenue from monthly management fees.

 

On March 3, 2014 we formed a wholly owned subsidiary, HMTF Cannabis Holdings, Inc. The purpose of our subsidiary is to acquire and generate income from real property suited to the legal cultivation of marijuana.

 

On September 15, 2014 we closed the purchase of our first property zoned for legal cannabis cultivation.  Our Denver warehouse building is comprised of three units.  As of December 31, 2018 and the date of this report, revenue generated from this commercial property represents a significant portion of our total revenue.

 

We purchased our warehouse with a 1% down payment with the balance carried by the seller. On November 5 and December 1, 2014 we leased space within the building to several unrelated licensed growers. One grower completed construction work on his two units and subsequently we amended his lease to include the third unit which had been abandoned by the original lessee. The City of Denver has issued our tenant an occupancy permit providing for legal marijuana cultivation at all three units which comprise the entire building.  Our tenant paid for improvements to bring the building into compliance with Building Codes of the City of Denver and rules promulgated by Colorado State Marijuana Enforcement Division. Further information regarding our cannabis warehouse venture and related financial performance and projections may be found on pages 6 and 7 of this report and also in the MD&A section of this report.

 

As of December 31, 2018 and the date of this report, we are attempting to either sell our warehouse, refinance it with a conventional commercial lender, or raise money to pay off the owner carry note. We are also seeking to acquire additional capital to expand into other states.

 

We have recently entered discussions with potential underwriters to raise equity capital to expand operations. In connections with these discussions, we are exploring the sale of additional shares of our common stock, or, alternatively the sale of shares of presently authorized but undesignated shares of Preferred Stock. Underwriting proceeds, if generated, could be utilized to acquire other real estate companies and/or acquire income property believed suitable for generating new and significant cash flow, the major portion of which could be set aside to pay dividends.

 

 

 3 
 

 

 

 

 

Finally, we continue to generate commission revenue by listing and selling real property. We also generate commissions on sales of property where we serve as 'buyer agent." We continue to expand the list of properties from which we generate management revenue.

 

The address of our primary web site is  www.hometreasurefinders.com.  

 

 Principal Services and their Markets

 

Home Treasure Finders, Inc. is a diversified, full service licensed real estate brokerage. We are client driven. We provide free investment seminars to the public and train our Licensed Real Estate Agents to assist their clients to understand and successfully compete in three areas:

 

1. Real Estate Sales. Our mission is to help clients buy and sell properties under favorable terms. We train our Licensed Real Estate Agents to obtain listings which we market aggressively. We assist home buyers to locate and close the purchase of their "dream home". Our Licensed Real Estate Agents also advise clients seeking high returns from real estate investment. We locate and help our clients acquire suitable income property. We generate a commission on completed transactions.

 

2. Property Management. We collect rents online each month from tenants living in the properties we manage.  Our monthly management fees are deducted from rent. We pay the resulting net rent to property owners each month. We inspect each property monthly. We help owners arrange for routine maintenance and repairs as needed.

 

3. Commercial Real Estate for Cannabis.  After completing due diligence to verify the legality of numerous activities in which we might participate, we elected to acquire a cannabis zoned industrial warehouse in Denver.

 

We have actively and aggressively invested our own funds to enter Colorado's unique and fast growing cannabis cultivation industry. We presently own one cannabis cultivation warehouse in Denver Colorado and lease space within that project to aid licensed cannabis grower. To date, this project has been successful in generating net revenue for our own account.

 

For additional information see page 6 and the Management's Discussion and Analysis starting on page 22.

 

We may own properties for our own investment account and as such are solely at financial risk in connection with our investments. We may invest our funds or alternately arrange to have tenants, at their expense improve and/or remodel properties to suit their needs.  In the event we utilize funds loaned to us by third party groups, they may in some circumstances share certain risks.

 

We do not grow, distribute or sell cannabis  We have no present plan to engage in such activities or obtain a license to do so, now, or in the future. However, we are presently the landlord to a licensed tenant who may directly engage in the cultivation, distribution and sale of cannabis. Accordingly, we exercise appropriate and reasonable care to screen our tenants and insist that our tenants maintain proper licenses and operate in compliance with the state and local rules.

 

We are uniquely positioned and experienced to assist clients and investor groups seeking opportunity in Colorado's rapidly evolving cannabis industry. We may expand operations into other states.

 

Marketing of our Services

 

Each of our three divisions has a unique marketing plan developed by our founder and CEO, Corey Wiegand.

 

1.   Real Estate Sales. We conduct free monthly seminars for existing and prospective clients. Our seminars include intensive training in property buying, selling and rental. We offer a choice of seminars as our clients include both first time purchasers as well as seasoned real estate investors.

 

 

 4 
 

 

 

 

Further, as an aid to listing and selling properties our Licensed Real Estate Agents may elect to 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 CALL AND TEXT CAPTURE ("integrated voice response") phone leads into "buy-side" contracts. The CALL AND TEXT CAPTURE leads are generated by our signs placed in front of listed properties. Our CALL AND TEXT CAPTURE system is fully functional.  It incorporates call capture technology through which we provide our Licensed Real Estate Agents with real time access to leads.

 

Our sign riders are attached to normal real estate "for sale" signs located in front of a listed and selected managed properties. Our rider displays a local cell number and promises to provide listing specific information. When a caller calls or texts the number, the caller's phone number is captured by a Home Treasure Finders owned and operated cell phone. This is then forwarded to a Home Treasure Finders buyer agent. Our business plan provides that our buyer agents will endeavor to immediately call back the potential buyer 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 may be paid a portion 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 CALL AND TEXT CAPTUREsign

 

2.  Property Management.  The Denver Metro population has continued to accelerate.  As a result there is a shortage of affordable low cost residential rentals.  As of December 31, 2018 and the date of this report, all 107 of the residential units in Colorado and 55 units in Kansas City, Kansas we manage are fully occupied.  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 an active participant in Colorado's fast growing cannabis industry. We have successfully acquired a vacant warehouse zoned for cannabis cultivation for our own account with a $10,000 down payment. Subsequently we leased the warehouse to licensed growers and we enjoy a positive cash flow from tenant rents.

 

Our warehouse lease now in place amounts to a 12.0% capitalization rate.  This assumes the property's estimated value of One million dollars. This figure is based on the offering price of comparable like properties that are being sold in Denver as of the date of this audit. As of the date of this report we have not obtained an appraisal to confirm this estimate. As of the date of this report, the annual net operating income from the property of $60,943 represents 2,550% cash on cash return on our initial investment of $21,000.  The average annualized rate of return on this initial investment is approximately 168%.

 

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.

 

Competition

 

There are many real estate companies; however, management is aware of none that maintain operations to service all three of the diverse market segments which we specialize.

 

Each of our divisions face significant competition. We are active in front range Colorado markets including Greeley, the Denver Metro area and Colorado Springs. We are also active in Kansas City, Kansas.

 

 

 

 5 
 

 

 

1.  Real Estate Sales.  The Denver Area Real Estate market has experienced remarkable appreciation.  We distinguish ourselves by providing a high level of training and services to our brokers, such as CALL AND TEXT CAPTURE property signs plus aerial 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 training program outlines a proven system for agents to succeed in establishing themselves as area specialists by prospecting door-to-door for new listings. We believe our competition does not provide effective training to convert leads to sales. In response to competition from discount brokers we allow experienced agents to park their license at our office for a small monthly desk fee. Thereafter, we generally collect an additional transaction fee for each sale they close.

 

2.  Property Management.  The Denver Metro population has continued to accelerate.  As a result there is a shortage of affordable low cost residential rentals.  As of December 31, 2018 and the date of this report, all 107 of the residential units in Colorado and 55 units in Kansas City, Kansas we manage are fully occupied.  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 an active participant in Colorado's fast growing cannabis industry. We have successfully acquired a vacant warehouse zoned for cannabis cultivation for our own account with a $10,000 down payment. Subsequently we leased the warehouse to licensed growers and we enjoy a positive cash flow from tenant rents.

 

Our warehouse lease now in place amounts to a 12.0% capitalization rate.  This assumes the property's estimated value of One million dollars. This figure is based on the offering price of comparable like properties that are being sold in Denver as of the date of this audit. As of the date of this report we have not obtained an appraisal to confirm this estimate. As of the date of this report, the annual net operating income from the property of $43,000 represents 840% cash on cash return on our initial investment of $27,000.  The average annualized rate of return on this initial investment is approximately 168%.

 

Further, as licensed commercial Licensed Real Estate Agents 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 much of the prime real estate that is usable for cannabis cultivation under state and local rulemaking is 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 buyer agents. Our Licensed Real Estate Agents are requested to sign our agreement to split gross commissions or agree to pay a monthly desk fee and transaction fee.

 

Intellectual Property

 

The sales training material developed by Corey Wiegand are considered "trade secrets," and are believed eligible for copyright protection.  As of the date of this report no copyright has been filed.

 

As part of Colorado's fastest 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, potential tenants and investors.  Our data base includes zoning and Cannabis use rules we believe to be currently in effect.  It is updated by interviews with state, county and municipal officials on an as needed basis.

 

Governmental Regulation

 

During November of 2000 Colorado voters approved Amendment 20 to amend the State Constitution to provide for legalized use and possession of medical marijuana.

 

 

 6 
 

 

 

 

During October, 2009, the Obama Administration ended aggressive law enforcement against medical marijuana growers, patients and dispensaries by drafting a memo later called the Cole memo.  In 2018, Jeff Sessions, the Attorney General under the current administration, rescinded this memo however, we do not know of any judicial actions with respect to federal enforcement of Marijuana laws at the state level.

 

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

 

On March 30, 2017, legislation was filed in the US House and Senate to end marijuana prohibition at the federal level and replace it with a system in which marijuana is regulated and taxed similar to alcohol. The proposed legislation would:

 

  1. Remove marijuana from the Controlled Substance Act

 

  2. Create a federal regulatory process for states that choose to regulate the cultivation and sale of marijuana for adult use

 

  3. Eliminate many of the collateral consequences of the federal tax code so that state legal marijuana businesses can take standard deductions on business expense.

 

After 2018’s midterm elections, 33 states have legalized medical marijuana and 10 states have legalized recreational marijuana.

 

While we believe strong public support exists for adoption of these or similar measures, there is no assurance that federal laws will be changed accordingly.  Recently, the Trump Administration and US Department of Justice have indicated that they are reversing course and may elect to activate more restrictive measures. Thereafter, governors of numerous states, including Colorado, where liberalized marijuana laws exist, have responded that they support a continuation of their respective liberalization policies and will oppose any inappropriate federal enforcement efforts that may be forthcoming. We remain unclear as to how this conflict may resolve and what effect it may have on company real estate holdings and related revenue.

 

The following links may be of use to understand the details of existing Colorado Law:

 

http://new.livestream.com/accounts/4105485/CAR031314

http://www.colorado.gov/cs/Satellite/Rev-MMJ/CBON/1251581331216

 

Maintaining all licenses deemed necessary by governmental jurisdictions is expensive and time consuming. and could delay operations.  An unfavorable outcome in connection with future government regulations, licensing and other risks is possible.

 

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 services expose 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 leased office location in Denver Colorado.

 

 

 7 
 

 

 

Our office is located at 4045 Pecos Street, Suite 110, Denver CO 80211. This is a preferred storefront shopping location in the up and coming Sunnyside Neighborhood. We enjoy good visibility and walk-by exposure.

 

Our warehouse is located at 4430 Garfield Street, Denver, Colorado 80216 in an industrial neighborhood zoned for cannabis cultivation. The properties located in Zip Code 80216 have recently had the highest appreciation rate in Denver. Numerous warehouses utilized for cannabis cultivation are located in this industrial district of Denver.

 

SEASONALITY

 

Our business is materially affected by seasonal factors, including but not limited 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 the date of this report we have two employees, Corey Wiegand, our founder and CEO and Jennifer Berg, Employing Broker. We also utilize additional contract labor.

 

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 as of December 31, 2018 and the date of this report we have minimal cash reserves. While we are beginning to generate increasing revenue and a positive cash flow, our ability to build significant cash reserves and 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.

 

 

 8 
 

 

 

The business of our Cannabis Holdings Subsidiary is dependent on laws pertaining to the marijuana industry.

 

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

 

As of December 31, 2018 and the date of this report, 33 states have legalized medical marijuana and 10 states have legalized recreational marijuana. The states that have legalized recreational marijuana are; Colorado, Washington, Oregon, Alaska, Nevada, California, Michigan, Vermont, Maine and Maryland.

 

During November of 2000 Colorado voters approved Amendment 20 to amend the State Constitution to provide for legalized use, possession and sale of medical marijuana.

 

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

 

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

 

The following links may be of use to understand the details of Colorado Laws.

 

http://new.livestream.com/accounts/4105485/CAR031314

http://www.colorado.gov/cs/Satellite/Rev-MMJ/CBON/1251581331216

 

During October, 2009 the Obama Administration ended aggressive law enforcement against medical marijuana patients and dispensaries. The Obama administration had 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 marijuana.

 

However, there is no guarantee the Trump administration will not change this stated policy regarding low-priority enforcement of laws and the new administration may change this policy and decide to enforce the federal laws. Any significant tightening in the federal government's enforcement policies could cause significant financial damage to us and our shareholders.

 

Further, while we do not grow, 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.

 

Marijuana remains illegal under Federal Law

 

Marijuana is a schedule-1 controlled 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.

 

A revision or reversal of the Federal policies which presently allow Colorado and various other states to pursue legalized marijuana would likely cause widespread financial difficulties to the cannabis business nationally.

 

The 2016 National elections installed a presidential administration having an intolerant policy toward Marijuana Legalization. However, since receiving the resignation of Attorney General Jeff Sessions, we believe Colorado's Cannabis Industry is now at decreased risk of vigorous enforcement of Federal Laws which prohibit Cannabis cultivation, sale and consumption. Session’s replacement, Matthew Whittaker is seen by many in congress as a new guiding light in the age of cannabis reform.

 

 

 

 9 
 

 

 

 

On March 30, 2017, legislation was filed in the US House and Senate to end marijuana prohibition at the federal level and replace it with a system in which marijuana is regulated and taxed similar to alcohol. The proposed legislation would:

 

1. Remove marijuana from the Controlled Substance Act
2. Create a federal regulatory process for states that choose to regulate the cultivation and sale of marijuana for adult use
3. Eliminate many of the collateral consequences of the federal tax code so that state legal marijuana businesses can take standard deductions on business expense.

 

While we believe strong public support exists for adoption of these or similar measures, there is no assurance that federal laws will be changed accordingly.

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, we believe medical marijuana likely has adversely impacted the consumer market for the proposed "marijuana pill" which may sold by the mainstream pharmaceutical industry.  Legalization of marijuana could 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.   Inroads, if any, that the pharmaceutical industry makes toward halting the cannabis industry could have a detrimental impact on our proposed business.

 

Tenants of our Company owned Denver warehouse facility, and of any additional facilities of a similar nature which we may acquire in the future, 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 someday be abandoned, but there is no assurance of this. Recently the State of Colorado has made efforts to organize Fourth Corner Credit Union which is intended to serve the banking needs of the Cannabis Industry in Colorado.  On February 2, 2018 the Federal Reserve granted Colorado a conditional approval However, as of the date of this report this facility has not opened for business and given the attitudes of the new administration, may never open. There is no assurance that the environment for banking relationships will progress favorably. In any case, inability to open conventional bank accounts may continue make it difficult for marijuana connected businesses to operate.

 

Discount Brokers are gaining a larger share of the revenues generated by real estate transactions.  Competitors can duplicate the business model of our Subsidiary, HMTF Cannabis Holdings. Inc.

 

While our subsidiary has acquired, improved and leased properties suitable to legal cultivation of cannabis, there is no aspect of our business model which is protected by patents, copyrights, trademarks or trade names. As a result, potential competitors will likely duplicate our business model.

 

A significant portion of our monthly cash flow derives from rental revenue derived from our warehouse, which may prove uncollectable.

 

We carefully vet prospective tenants, and we obtain their personal guarantees as to payment and performance under the lease terms.

 

In the event the cultivation business of one or more grower tenants fails, or for any reason our tenant fails to pay rent in a timely fashion and we do not receive the rent payments as such payments become due under lease terms, thereafter, if satisfactory payment arrangements as acceptable to us are not made, we may be forced to evict.

 

 

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Under terms of the leases now in effect, if we do not receive rent payments as such payments become due and payable under lease terms, we may first utilize the sums we hold as tenant security deposits to collect the late rent payments with penalty. Under the terms of the leases in place, tenants then are required, within five days, to replace such security deposit sums such that the full tenant security deposit is restored. There is no assurance that such replacements of deposit sums will actually occur.

 

In any event, if tenants do not comply with lease terms, and no workable arrangement can be achieved, we may be forced to evict one or more tenants. This has occurred in the past and could occur again. Unfavorable developments of this nature could contribute to or cause us to fall behind on our obligations to make monthly mortgage payments as such payments become due.

 

During the past we have experienced disagreements with our warehouse tenants.  One tenant abandoned his unit and was evicted. The other tenant ultimately amended his lease to include the abandoned space but only after considerable argument over various lease terms had been settled.  As of the date of this report, a single tenant is leasing our entire Garfield Street warehouse and that tenant has generally remained current on lease payments.  As of December 31, 2018, our tenant has signed a new lease with triple net terms believed favorable to our refinance efforts. As of the date of this report, we are aware of no unresolved tenant issues.

 

If we pursue an action for eviction, one or more tenants might cause physical damage to our real estate and/or fight an action for eviction, and/or refuse to vacate or otherwise undertake to block and/or slow our efforts to regain proper possession of our warehouse or to locate a suitable alternative tenant to re-lease our warehouse.

 

We believe that we have acted legally and in good faith with respect to our warehouse tenant. We further believe that our real estate is adequately insured. We plan to defend our property and related contractual rights to the fullest extent of the law.  In the past we were assisted by counsel to negotiate a suitable remedy to various disputes.  There is no present way to predict the final outcome of any new issues that may arise.

 

A tenant, present or former, may claim to have suffered damages and in connection with that belief, may elect to initiate and thereafter pursue one or more regulatory complaints or lawsuits against the Company, its management and subsidiaries.

 

We believe we have acted properly in all of our dealings with tenants at our warehouse and properties we manage for third parties and otherwise. We have requested counsel to confirm the legality of our past and present agreements and actions and to advise us accordingly. In any case, we have prevailed in various prior matters of this nature and we plan to vigorously defend any suit or regulatory complaint brought against the Company, its employees or agents.

 

We have a limited operating history and operate under a professional license held by management

 

Our ability to achieve consistent cash flow and profitability depends upon the continued service of Corey Wiegand. Mr. Wiegand is our primary source of commission revenue, our CEO and our only management level executive. Mr. Wiegand holds a Broker Associate’s license, and Jennifer Berg holds an Employing Broker license, both issued by the State of Colorado. All of our Colorado based real estate brokerage and management revenue depend upon the present licenses held by Mr. Wiegand and Ms. Berg. In the event that the license held by Mr. Wiegand and/or Ms. Berg is censured or otherwise downgraded by an action of regulatory process, our business could be damaged. We believe that Mr. Wiegand and Ms. Berg have complied with all licensing requirements.

 

Our business plan provides that we will grow rapidly and ultimately deliver professional services to would be buyers through licensed Real Estate Agents acting as listing agents and buyer agents rather than primarily through commissions earned by our founder.

 

 

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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 CALL AND TEXT CAPTURE leads.  As of the date of this report, we are training additional buyer agents.

 

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 plan to aggressively expand our professional staff.

 

We have activated our plan to recruit buyer agents to sign our master referral agreements, graduate from our workshops and respond to our CALL AND TEXT CAPTURE leads.  As of the date of this report, in addition to Mr. Wiegand, we have additional active licensed Real Estate Agents and we are endeavoring to recruit and train more agents. All of 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 may elect to offer newly hired Licensed Real Estate Agents a bonus plan which awards shares of our common stock which vest over a one year period assuming productivity goals are achieved. Further detail is outlined in the Broker Relationship Agreement signed by each new hire.

 

We may not be able to generate predictable and continuous revenue in the future. Further, there is no assurance that we will ever grow operations outside the Denver Metro area.  While we own a cannabis qualified warehouse and lease it to licensed growers who are presently current on rent payments, the cash flow generated is from a new untested industry which is unique to Colorado and just a few other states and subject to rapid change.  In the event that the present tenant is in default of lease terms and is evicted from the property, we will have to replace that tenant.

 

We may incur significant operating losses in the future, due to the expansion of our operations or other factors. There is no assurance that we can expand under terms that permit profitable operations over the long term. Failure to generate sufficient revenue to pay expenses as they come due may make us unable to continue as a going concern and result in the failure of our company and the complete loss of any money invested to purchase our shares.

 

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

 

Several years ago, Mr. Wiegand contributed his property management entity known as CW Properties and we have taken over operations.  We currently manage 162 rental units and as of December 31, 2018 and the date of this report our management activities continue to generate net revenue from management fees.  In the future we may undertake additional activities in property management as well as those in connection with our ongoing business plan or, alternatively we may elect to sell our property management business.

 

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.

 

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.

 

It is essential that we grow our business, achieve significant profits and maintain adequate cash flow in order to pay the cost of remaining public which includes but is not limited the costs of remaining current with SEC reporting obligations.

 

 

 

 

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We have recently expanded brokerage and property management. In Colorado we now operate in Colorado Springs and Greeley. In Kansas we operate in Kansas City.

 

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

 

A limited private placement of restricted shares of our common stock was completed several years ago. Cash generated was used to acquire cannabis zoned real property, finance our office space and provide working capital.  Issuance of any additional securities pursuant to future fundraising activities undertaken may significantly dilute the ownership of existing shareholders and may reduce the price of our common stock.

 

Our subsidiary, HMTF Cannabis Holdings has acquired, improved and leased a Denver warehouse to a licensed third party grower, rent is current and the warehouse is showing positive cash flow.

 

However, activation of our warehouse project was accomplished primarily through an owner-carry purchase arrangement and funds invested by the tenant to improve the property. To acquire additional properties suitable to the cultivations of cannabis may require sale of additional restricted shares in a private placement. Alternately, a debt financing could be utilized; however any debt financing will require payment of interest and may involve offering security interests in our planned properties and possibly issuing warrants to purchase our common stock. Future financings, if undertaken, could impose limitations on our operating flexibility and may involve the issuance of additional shares of our common stock, or warrants to purchase shares of common stock and may be dilutive to our existing shareholders.

 

While we have been able to acquire a warehouse in Denver Colorado with 99% owner finance, future acquisitions may require financial resources well in excess of our present balance sheet. Failure to successfully obtain additional funding would likely jeopardize our ability to expand our cannabis business and related operations. 

 

Further, we need to raise money for working capital and to finance new opportunities presented by legalization of on-site consumption. To these ends, we may file a Memorandum with the Colorado Division of Securities to pursue an Intra-State Offering of additional shares of our common stock over the internet. There is no assurance that the Colorado Division of Securities will approve our offering or that any shares will be sold under the terms of our proposed offering.

 

As a full reporting public company, we have no access to Reg A Plus or Reg CF as a means to generate cash from the sale of our shares. Further, as a public company we have no access to internet based “crowd funding.”

 

Risk of insolvency from possible of loss of an important property management client and related revenues.

 

Our largest property management client, accounting for a significant portion of our property management revenue, has informed us that rental properties which we presently manage for their family business may need to be sold in the near term. While we believe we would act as selling broker to represent the family if such sale becomes necessary, there is no assurance that we will earn commissions in connection with the contemplated liquidation or continue a business relationship thereafter. We have further been informed that proceeds of the contemplated liquidation will likely be distributed to individual family members. In the likely event that third parties who purchase properties we presently manage do not contract with us to continue as property manager, a significant portion of our revenue may abruptly cease. In any case, we presently view these developments as negative from our perspective, and we will endeavor to assist our client and find means to replace lost revenue.

 

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, or any significant negative development in connection with any professional license held by Mr. Wiegand would 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 or maintenance of our activities, could have a materially adverse effect on our future financial performance.  Inability to attract and retain the necessary personnel, consultants and advisors could have a material adverse effect on our business, financial condition or results of operations.  

 

We are controlled by our current officer and director.

 

Corey Wiegand, our sole director, who is our sole executive officer, who, as of December 31, 2018, beneficially owns approximately 50.7% of our outstanding shares of Common Stock. Mr. Wiegand consequently controls the election of our Board of Directors and the outcome of issues submitted to our stockholders.

 

 

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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 they may occur in the future and, further, will not be consulted by the company in advance of any such transactions. An investor who is unwilling to endure such potential dilution should not purchase our shares.

 

We have 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 media 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 Sales Workshops;
    timing, availability and changes in government incentive programs;
    unplanned additional expenses and/or shortfalls in anticipated rental income at our warehouse property;
    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 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.

 

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

 

 

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Existing real estate laws, regulations, land use codes and policies, the rules promulgated by the Department of Regulatory Agencies or the State of Colorado's Marijuana Enforcement authorities and changes to these regulations and policies may present technical, regulatory and economic barriers to our real estate operations, potential buyers and to our tenants at the Company's Garfield Street warehouse or elsewhere.

 

The market for homes and other real estate 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 various types of real property and  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.  

 

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

 

Today, we believe consumer confidence is high and trending upwards. However buyers are finding it very difficult to locate affordable properties and qualify for loans. Interest on mortgages is rising.   In the past 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 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.

 

We are significantly reliant on the abilities and skills of Corey Wiegand, Jennifer Berg, Employing Broker and other agents and assistants that act on our behalf.  In the past, various clients who received services from our company or who lease our Garfield Street warehouse or leased the residential property we manage have filed complaints that allege poor performance, fraud or in some way challenge our performance.  While we believe that these allegations are without merit and we vigorously defend the legality and appropriateness of our past actions, we may fall victim to regulatory actions or court rulings in connection with alleged agent errors, omissions or other issues.  

 

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 our mentor services and lead generation techniques may be adversely affected by a number of factors: 

 

 failure to compete favorably against other services and techniques on the basis of cost, quality and performance;
   
 failure to 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.

 

 

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

 

The real estate industry is rapidly evolving and highly competitive. A variety of competing lead generation technologies are in use or under development 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 to offer. 

 

Existing telephone and web advertising regulations and changes to such regulations may present regulatory and economic barriers to our real estate lead generation activities.

 

Lead generation activity 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 and activity 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 and related commission revenue. 

 

If our 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 sufficient revenue growth.

 

The market for residential real estate is rapidly evolving and its future is uncertain. We have begun offering free seminars on real estate investing. These are proving useful to finding new clients; however, if real estate proves unsuitable for widespread ownership or if demand for our seminars and related services fails to develop sufficiently, we would be unable to achieve sales and market share. Many factors will influence our revenues: 

 

success of alternative lead generation technologies such as web-casts, text messaging, email spamming;
   
fluctuations in economic and market conditions, such as decreases in available inventory, that impact the viability of real estate purchases;
   
increases or decreases in the costs associated with obtaining a residential home loan;
   
capital expenditures by customers, which tend to decrease when the domestic or foreign economies slow;
   
continued regulation of the real estate and lending industries; and
   
availability and effectiveness of government subsidies and incentives.

 

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

 

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

 

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

 

 

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

 

Most of our competitors are substantially larger than we are, have longer operating histories and have substantially greater financial, technical, marketing and other resources than we do. We compete with a growing number of discount brokers. Our competitors' greater size 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 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 obtain.

 

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

 

There is presently a limited trading market for our shares.  An investment in our shares may be or become totally illiquid and any investor purchasing our shares may be unable to resell their shares.  There can be no assurance that market interest in our shares will develop or 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 a 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 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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We are affected by general economic conditions.

 

While the Denver area economy is diversified and has recently experienced rapid growth as a result of the Legalization of Cannabis and other factors, growth at the same level is likely unsustainable. As of the date of this report, the Denver housing market has shown signs of slowing down and it is uncertain as to how long the widespread high appreciation rates and rent raises will continue. 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 any alleged  non-compliance with these regulations may result in adverse publicity, license censure and potentially significant monetary damages and fines

 

The Company as well as its tenants must 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. Additionally, we have begun managing real estate located in Kansas City, Kansas. Expansion of operations outside of Colorado requires that we obtain and pay for additional licenses.

 

We have recently revised elements of our advertising and internal bookkeeping to comply with DORA regulations.

 

Recently we have spent significant time responding to consumer issues brought to our attention by DORA (Colorado Department of Regulatory Agencies). A total of three regulatory contacts have occurred during the past ten years from disgruntled tenants or buyers in connections with our brokerage and management services.  The first two disputes in 2015 and 2016 created only annoyance due to  lost time, changes to bookkeeping methods, or the need to pay a nominal fine to the State. A third complaint was filed in 2017 and in connection with the DORA settlement we hired Jennifer Berg to serve as Employing Broker. Regardless of the merit of such past or future complaints, going forward, if we fail to prove to the satisfaction of DORA that we have complied with real estate laws and regulations, we may be required to pay substantial fines and/or face license discipline. In the event we receive but cannot accept an unfavorable ruling by DORA, we have the option to appeal the decision to the Colorado Attorney General. There is no assurance of success in undertaking such an appeal. We do not expect future disputes, however in the event such problems arise we could be forced to alter, suspend, or cease certain real estate operations.

 

There are restrictions on the transferability of the securities.

 

Until registered for resale, investors must bear the economic risk of an investment in the Shares for an indefinite period of time.  Rule 144 promulgated under the Securities Act ("Rule 144"), which provides for an exemption from the registration requirements under the Securities Act under certain conditions, requires, among other conditions, a six month holding period prior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements under the Securities Act.  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. 

 

 

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

 

The offering price of the common stock we sold under our prospectus, and more recently as a private placement of restricted shares of our common stock to raise working capital, was arbitrarily set. The price did not bear any relationship to our assets, book value, earnings or net worth and it is not an indication of actual value. You may also suffer additional dilution in the future from the sale of additional shares of common stock or other securities or if the Company's shares are issued to purchase other assets or to raise additional working capital. 

 

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

 

The various securities laws applicable to our company provide that our management may elect to enter and consummate a transaction to enter 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. 

 

Risk of insolvency due to loss of our sole real estate asset and related revenues.

 

The principle balance on the sellers note financing of our warehouse is now considered a current payable on our balance sheet. If we are unable to either renegotiate terms of the balloon note, sell or refinance our warehouse prior to September 15, 2019, (on which date the entire $777,225 principal balance is due) , we could lose our ware house in foreclosure, or alternatively be forced to return our deed to the seller in lieu of foreclosure. Loss of our biggest asset would be accompanied by a forfeiture of equity we have built during the last five years. Additionally, we would suffer a significant and abrupt loss of the net revenues now generated. We have no present plan for replacement of this real property or the net revenue it generates.

 

We risk insolvency if revenues decline sharply and we are unable pay our bills and unable to timely locate and negotiate a suitable business combination or capital injection.

 

Management recently has an elevated concern over potentially unfavorable events and related sharp reductions in revenues. If such problems occurs, we will first reduce expenses, conserve cash and endeavor to replace lost revenue. In anticipation of possible problems of this nature, and alternatively to grow our business when opportunity presents, management has redoubled its negotiations in connection with potential business combinations and continues to explore other means of raising cash. Our goal is to develop cash reserves, either for expansion, or to cover shortfalls in revenue. Management believes that ultimately, consummation of one or more such transactions would serve the best interests of shareholders; however, there is no assurance that we can locate or consummate a suitable business combination or otherwise provide for liquidity, expanded working capital and a stronger balance sheet.

 

There is presently a very limited market for our common stock.  Failure to maintain a trading market could negatively effect the value of our shares and make it difficult or impossible for you to sell your shares.

 

Our common stock has been assigned a trading symbol, "HMTF." As of December 31, 2108, our common shares are quoted on OTC Pinks Current. There is no cost of such quotation and related services from OTC Markets, Inc. Trading activity in our shares remains sporadic and there 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.

 

Investors will find additional information on our company and day-to-day trading activity of our common shares. Best BID and OFFER quotes as well as volume are updated in real time on the web site maintained by OTC Markets.  The web address is:  www.otcmarkets.com.  The trading symbol of our common shares is "HMTF."

  

 

 

 19 
 

 

 

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.

 

 

ITEM 2. DESCRIPTION OF PROPERTY

 

DESCRIPTION OF PROPERTY

 

We own a 5,600 square foot warehouse located at 4430 Garfield Street, Denver, CO 80216.  The facility is leased to a licensed grower for cannabis cultivation.

 

We are evaluating opportunities to acquire additional properties zoned for cannabis cultivation.

 

We currently maintain administrative and real estate operations in office space of approximately 795 square feet located at 4045 N. Pecos St., Denver, CO 80211 at a monthly rent of $1,800. This space is larger, has more offices and a higher level of tenant finish than our prior spaces on Tennyson St. We moved to this location in May of 2018 and signed a 3 year lease.

 

ITEM 3. LEGAL PROCEEDINGS

 

There is no litigation or regulatory proceeding pending or threatened by or against us other than litigation, in the normal course of business.

 

Previous Litigation. We have prevailed in the case brought by a former tenant of our Garfield Street warehouse, evicted for failure to pay rent. The court dismissed this suit. While our legal defense proved successful, we incurred significant costs and the dismissal entitled us to recover our expenses from the plaintiff.  On March 28, 2017, the court issued a judgement against the plaintiff for our legal expenses amounting to $23,092. We settled for a lesser sum and the case closed during 2017.

 

 

ITEM 4.  MINE SAFETY DISCLOSURE

 

 Not applicable.

 

 

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

 

MARKET INFORMATION

 

As of December 31, 2018 our shares were quoted on OTC Pinks Current 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 have been unpredictable and highly volatile. For the years ending December 31, 2018 and 2017, closing prices have ranged from $0.03 to $0.26.

 

 

 

 20 
 

 

 

The following table contains data from OTC Markets, Inc. and summarizes our past share price:

 

    High   Low
Fiscal Year ended December 31, 2018        
First quarter   0.30   0.061
Second quarter   0.08   0.065
Third quarter   0.37   0.065
Fourth quarter   0.26   0.65
         
Fiscal Year ended December 31, 2017        
First quarter   0.06   0.06
Second quarter   0.05   0.05
Third quarter   0.07   0.07
Fourth quarter   0.08   0.08

  

SHAREHOLDERS

 

As of the date of this report, there were approximately 58 direct holders of our common stock certificates as shown on the list maintained by our transfer agent. We have a substantial number of additional shareholders who purchased their shares on OTCQB or Pink Current who hold shares in street name. These additional shareholders and are not included in the list maintained by our transfer agent.

 

DIVIDENDS

 

We have not declared or paid any cash dividends on our common stock. To date we have utilized all available cash to finance our operations. 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.

 

Nonetheless, our Board of Directors is presently evaluating the payment of a periodic dividends. As of December 31, 2018 and the date of this report no plan is in place and no specific resolution has been adopted. The adoption of a specific plan. If any, will require us to achieve significant revenue growth.

 

WARRANTS OR OPTIONS

 

We have no outstanding warrant to purchase shares of our common stock.

 

 

 21 
 

 

 

 

EQUITY COMPENSATION PLANS

 

We currently have no equity compensation plans.

 

RECENT SALES OF UNREGISTERED SECURITIES; USE OF PROCEEDS FROM REGISTERED SECURITIES

 

None.

 

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

 

 

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.

 

 

 22 
 

 

 

 

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 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 100% functional. You may view the site at www.hometreasurefinders.com

 

Our website supports three divisions:

 

1. Real estate listing and sales
2. Property Management
3. Commercial real estate for cannabis

 

Real Estate Investment Seminars

 

We offer seminars for:

 

  · Purchase, rent and hold till retirement

  · Fix and Flip 

 

Present third party listing agents/buyer agents/referrals

 

As of December 31, 2018 and the date of this report, the majority of listings and resulting sale commissions were generated by our officer and founder, Corey Wiegand.  Commissions generated by recently hired licensed Real Estate Agents are increasing.

 

Mr. Wiegand is also routinely and actively assisted by various unlicensed professionals who are compensated by the Company on an hourly basis.  In the event that Mr. Wiegand closes a sale which generates a commission and which results from a referral from another licensed real estate broker,  a "referral commission" or "commission split" may be due and payable to the referring broker at closing. Recently we completed out of state sales on which we split commission:

 

 

 23 
 

 

 

 

  · Arizona- Eight units

 

  ·

Ohio- One unit

 

  · Kansas - Apartment Building comprised of 50 units

  

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.

 

Integrated Voice Response, Call Capture System, Signs and Website

 

We may place our CALL AND TEXT CAPTURESIGN in the yards of the homes on which we have a signed listing.  We may, in the future, place similar CALL AND TEXT CAPTURE signs at additional properties as such placements are authorized by our property management and or listing contracts.  Our CALL AND TEXT CAPTURE signs may direct calls from potential buyers to our database, and 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 CALL AND TEXT CAPTURE sign in front of it, the prospective buyer may choose to:

 

1.  Call the listing agent directly by calling the number, if any, displayed on the larger FOR SALE sign and/or;
   
2.  Call or TEXT the number displayed on our smaller CALL AND TEXT CAPTURE sign. FORMAT

 

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

  

In either case, our CALL AND TEXT CAPTURE system seamlessly transfers the lead to Mr. Wiegand or a designated Licensed Real Estate Agents (i.e. buyer agent).

 

As of the date of this report we are negotiating a supplier agreement to purchase additional sign riders. 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. 

 

Recruitment and Retention 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. Presently we offer a desk fee of $100 per month and we charge the broker $300 for each completed transaction.

 

As of December 31, 2018, there were seven agents generating commissions which were Corey Wiegand, Jennifer Berg and five others. 

 

We have used the services of a part time consultant to locate and screen prospective agents. The consultant is compensated for each licensed Real Estate Agents we hire.

 

PLAN OF OPERATIONS AND PROJECTIONS

 

During 2018 and 2017 our cash flow has been generally sufficient to sustain operations.

 

We have no present arrangement for financing and we cannot predict if or when funds will become available to us.

 

 

 24 
 

 

 

 

Our Potential for Growth.

 

During 2018 we generated $258,042 in commission revenue and $300,111 in management fees and rental income at our Denver warehouse. Our plan is to continue to expand commission revenue and thereby generate increased cash from our operating activities.

 

During 2017 we generated $152,548 in commission revenue and $259,848 in management fees and rental income at our Denver warehouse.

 

Our operating expenses include significant legal, consulting and accounting services.  As a consequence, our net losses for the years December 31, 2018 and 2017 total $25,305 and $36,486, respectively.

 

Financial Projection for 2019 for Garfield Street Warehouse under presently performing leases:

 

 Rent   $ 120,000     Note 1  
Additional NNN Income     12,900     Note 2  
Less Interest     (58,986 )   Note 3  
Less Insurance     (2,221 )   Note 4  
Less Taxes     (10,679 )   Note 5  
Less Depreciation     (20,874 )   Note 6  
Income   $ 40,140     Note 7  

 

Notes:

        

1. Lease at 4430 is $10,000/ month.   We anticipate rental revenue during 2019 will total $120,000.
2. Tenant on the triple net lease pays an additional fee to cover insurance of $2,221 and taxes of $10,679
3. Interest for 2019 computed from loan amortization table. Assumes $789,774 starting principle balance.
4. Insurance. Policy purchased on 1/3/2019. Annual premium of $2,221 paid in full.
5. Property Tax is $10,679.
6. Depreciation is based upon 39 year straight line applied to combined value of building $803,100 plus architect and engineer documents valued at $11,000.
7. Income per GAAP

 

We continue to evaluate the acquisition of additional cannabis zoned properties

 

 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 and Private Placements.  Additionally, we have benefited from the property management company known as CW Properties contributed by Corey Wiegand, our founder, officer and director.

 

As of December 31, 2018, we had $63,704 in cash, and a working capital deficit of $880,229, which consists mainly of balloon note principal amounting to $777,255 and due September 15, 2019. This note is held by the private party seller and secured by the warehouse.

 

 

 

 25 
 

 

 

 

The following table sets forth our statements of operations data for the year ended December 31, 2018 and 2017. 

 

Summary Statement of Operations

 

   

Year

Ended

December 31,

2018

   

Year

Ended

December 31,

2017

 
             
Revenues, net   $ 558,153     $ 412,395  
Gross profit     558,153       412,395  
Selling, general and administrative expenses     372,119       323,325  
Commission expense     117,826       46,842  
Professional fees     34,425       27,533  
Total operating expenses     524,370       397,700  
Profit from operations     33,783       14,695  
Other Income (expense)     (59,088 )     (51,182 )
Loss from operations before income taxes     (25,305 )     (36,486 )
Net loss   $ (25,305 )   $ (36,486 )

 

Revenues

 

For the year ended December 31, 2018 we have generated $558,153 in revenues.  Revenue consisted of $258,042 in commission income and $300,111 in management fees and rent. For the year ended December 31, 2017 revenue consisted of $152,548 in commission income and $259,847 in management fees and rent.

 

Commission income increased by $105,494 or 69% to $258,042 from $152,548 for the year ended December 31, 2018 compared with the prior year ended December 31, 2017.  Commission income increased over the prior year due to additional agents joining the Company.  Commission expense also increased over prior year which is in line with a increase in Commission income.

 

Total Operating Expenses

 

Our net loss decreased by $11,181 or 31% to $25,305 from $36,486 for the year ended December 31, 2018 compared with the prior year ended December 31, 2017. This was primarily attributed the net effect of the following factors:

 

1. General and administrative expenses increased by $48,794, or 15%, to $372,119 for the year ended December 31, 2018 from $323,325 for the prior year ended December 31, 2017. This was due to increases in salary expense, office expense and property management expenses all connected to increase in property management activity and revenue.
   
2. Professional fees increased by $6,892 or 25% to $34,425 for the year ended December 31, 2018 from $27,533 for the prior year ended December 31, 2017.  The increase in legal expenses during 2018 was due to resolution of the legal dispute with DORA and additional fees associated with collecting the settlement.
   
  Other income (expense) decreased by $7,906 or 15% to $59,088 for the year ended December 31, 2018 from $51,182 for the prior year ended December 31, 2017. In 2017 the Company settled a lawsuit with a tenant and received $14,560 to cover prior period attorney fees paid over the course of the lawsuit. And during the current year the Company issued stock in exchange for debt owed which resulted in a loss on settlement of debt of $5,577. The net effect of these two items resulted in the net decrease.

 

Interest expense for the year ended December 31, 2018 was $65,116 and $65,742 for year ended December 31, 2017, about the same for both years.

 

 

 26 
 

 

 

Cash Flow, Liquidity and Capital Resources

 

For the year ended December 31, 2018, our cash flow provided by operating activities was $33,082, as compared to cash flow provided by operating activities of $8,218 for the prior year ended December 31, 2017. The increase in net cash provided by operating activities of $24,834 was primarily due to a increase in accrued wages and accrued liabilities and decrease in net loss in the current year.

 

Cash flow used in investing activities was $0 and $0 for the year ended December 31, 2018 and 2017.

 

Cash flow used in financing activities was $18,815 for the year ended December 31, 2018, as compared to cash used in financing activities of $18,983 during the year ended December 31, 2017. The decrease in cash flow used in financing activities was minor and cash flow used in financing activities was consistent with prior year.

 

At December 31, 2018, we had $63,704 in cash. The cash held in our checking account is usable by the Company. The cash held in our savings account, representing segregated tenant deposits, is not usable.

 

At year end our working capital deficit was $880,229. 

 

 

ITEM 8. FINANCIAL STATEMENTS.

 

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

 

 

 27 
 

 

 

Index to Financial Statements

 

 

 

Report of Independent Registered Public Accounting Firm F-2
   
Consolidated Balance Sheets F-3
   
Consolidated Statements of Operations. F-4
   
Consolidated Statements of Changes in Shareholders' Equity (Deficit) F-5
   
Consolidated Statements of Cash Flows F-6
   
Notes to the Consolidated Financial Statements F-7

 

 

 

 

 F-1 
 

 

 

 


 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors

Home Treasure Finders, Inc.

 

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Home Treasure Finders, Inc. (the Company) as of December 31, 2018 and 2017, and the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2018, in conformity with accounting principles generally accepted in the United States of America.

 

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company has not yet generated sufficient cash flow and net income. This raises substantial doubt about the Company’s ability to continue as a going concern. Management’s plans with regard to these matters are also described in Note 7.

 

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, 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.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

 


 

Haynie & Company
Salt Lake City, Utah

 April 1, 2019

 

We have served as the Company’s auditor since 2016.

 

 

 

 

 

 

 

 F-2 
 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARIES

 

Consolidated Balance Sheets

 

             
    December 31,     December 31,  
    2018     2017  
             
Assets        
             
Current Assets:            
Cash   $ 63,704     $ 49,437  
Rent receivable     500       4,176  
Prepaid expenses     1,169       -  
Total current assets     65,373       53,613  
                 
Property and equipment, net     775,571       797,557  
                 
Other assets:                
Security deposits     1,822       1,400  
                 
Total assets   $ 842,766     $ 852,570  
                 
Liabilities and Shareholders' Equity (Deficit)          
                 
Liabilities:                
Accounts payable   $ 7,840     $ 21,017  
Accrued wages     61,212       43,612  
Accrued liabilities     83,815       61,788  
Accrued interest - related party     1,289       4,505  
Note payable, current portion     789,744       11,090  
Related party note payable     1,702       9,397  
             Total current liabilities     945,602       151,409  
                 
Long term debt     -       789,774  
           Total liabilities     945,602       941,183  
                 
Commitments and contingencies     -       -  
                 
Shareholders' equity (deficit):                
Common stock, no par value; 100,000,000 shares authorized,                
13,279,332 and 13,205,450 shares issued and outstanding, respectively     226,349       215,267  
Additional paid in capital     96,476       96,476  
Accumulated deficit     (425,661 )     (400,356 )
Total shareholders' equity (deficit)     (102,836 )     (88,613 )
                 
Total liabilities and shareholders' equity (deficit)   $ 842,766     $ 852,570  

 

  

 

See accompanying notes to consolidated financial statements

 

 

 

 

 F-3 
 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARIES

 

 Consolidated Statements of Operations

 

 

             
             
    For the Year Ended  
    December 31,  
    2018     2017  
             
Commission income   $ 258,042     $ 152,548  
Property and rental management income     300,111       259,848  
Total revenue     558,153       412,396  
                 
Operating expenses:                
Commission expense     117,826       46,842  
Professional fees     34,425       27,533  
General and administrative     372,119       323,325  
Total operating expenses     524,370       397,700  
                 
Operating profit     33,783       14,696  
                 
Other Income (expense)                
Other income     11,605       -  
Gain (loss) on settlement of debt     (5,577 )     14,500  
Interest expense     (65,116 )     (65,742 )
                 
Total other (expense)     (59,088 )     (51,182 )
                 
Loss before income taxes     (25,305 )     (36,486 )
                 
Income tax expense     -       -  
                 
Net loss   $ (25,305 )   $ (36,486 )
                 
Basic and diluted loss per share   $ (0.00 )   $ (0.00 )
                 
Basic and diluted weighted average                
common shares outstanding     13,210,510       13,205,450  

 

 

See accompanying notes to consolidated financial statements

 

 

 

 

 

 F-4 
 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARIES

 

Consolidated Statements of Changes in Shareholders' Equity (Deficit)

 

                Additional           Total  
    Common Stock     Paid In     Accumulated     Equity  
    Shares     Amount     Capital     Deficit     (Deficit)  
                               
Balance at January 1, 2017     13,205,450     $ 215,267     $ 96,476     $ (363,870 )   $ (52,127 )
                                         
Net loss for the year ended December 31, 2017                       (36,486 )     (36,486 )
                                         
Balance at December 31, 2017     13,205,450     215,267     96,476     (400,356 )   (88,613 )
                                         
Common stock issued on December 31, 2018                                        
 for services valued at $0.15 per share     13,334       2,000                   2,000  
                                         
Common stock issued on December 31, 2018                                        
 for payment of debt valued at $0.15 per share     60,548       9,082                   9,082  
                                         
Net loss for the year ended December 31, 2018                       (25,305 )     (25,305 )
                                         
Balance at December 31, 2018     13,279,332     $ 226,349     $ 96,476     $ (425,661 )   $ (102,836 )

 

 

 

See accompanying notes to consolidated financial statements

 

 

 
 

 F-5 
 

 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARIES

 

Consolidated Statements of Cash Flows

 

    For the Year Ended  
    December 31,  
    2018     2017  
Cash flows (to) from operating activities:            
Net loss   $ (25,305 )   $ (36,486 )
Adjustments to reconcile net loss to net cash provided                
(used) by operating activities:                
Depreciation and amortization     21,986       22,646  
Common stock issued for services     2,000       -  
Loss on settlement of debt     5,577       -  
Changes in operating assets and liabilities:                
(Increase) decrease in rent receivable     3,676       (3,676 )
(Increase) decrease in prepaid expense     (1,169 )     1,737  
(Increase) decrease in security deposit     (422 )     -  
Increase (decrease) in accounts payable     (9,672 )     2,681  
Increase (decrease) in accrued salary     17,600       15,000  
Increase (decrease) in accrued liabilities     22,027       5,116  
Increase (decrease) in accrued interest     (3,216 )     1,200  
Net cash provided by operating activities     33,082       8,218  
                 
Cash flows used in investing activities:                
Net cash used in investing activities:     -       -  
                 
Cash flows used in financing activities:                
                 
Payment of long term debt     (11,120 )     (10,790 )
Proceeds from related party payable     4,375       7,027  
Payment of related party payable     (12,070 )     (15,220 )
                 
Net cash used in financing activities     (18,815 )     (18,983 )
                 
Net change in cash     14,267       (10,765 )
                 
Cash, beginning of year     49,437       60,202  
                 
Cash, end of year   $ 63,704     $ 49,437  
                 
Supplemental disclosure of cash flow information:                
Cash paid during the period for:                
Income taxes   $     $  
Interest   $ 64,967     $ 64,316  

 

 

See accompanying notes to consolidated financial statements

 

 

 F-6 
 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

 

December 31, 2018 and 2017

 

 

NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

a.  Organization

 

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

 

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

 

Effective April 1, 2013, all property management activities, revenues and expenses in connection with CW Properties, a property management company owned by the CEO, were transferred to a wholly owned subsidiary of Home Treasure Finders, Inc.  All net revenue earned by CW Properties has been booked as consolidated revenue of Home Treasure Finders, Inc.  

 

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

 

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

 

b. Accounting Method

 

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

 

c.  Estimates

 

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

 

d.  Income Taxes

 

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

 

 

 F-7 
 

 


HOME TREASURE FINDERS, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

 

December 31, 2018 and 2017

 

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, 2018 and 2017:

 

   2018  2017
Deferred tax assets:          
  NOL carryover  $108,700   $86,600 
  Related party accruals   2,400    1,900 
  Accrued payroll   12,700    9,800 
Deferred tax liabilities:          
  Depreciation   9,900    6,000 
           
 Valuation allowance   (133,700)   (104,300)
 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, 2018 and 2017 due to the following:

 

   2018  2017
       
Book income  $(6,500)  $(7,200)
Depreciation   (2,200)   (1,600)
Related party accruals   1,400    (1,600)
Meals and entertainment   1,000    600 
Accrued payroll   12,700    2,700 
           
  Valuation allowance   (6,400)   7,100 
   $-   $- 

 

At December 31, 2018, the Company had net operating loss carryforwards of approximately $418,000 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, 2018 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.

 

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.   The years 2015-2018 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.

 

 

 F-8 
 

 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

 

December 31, 2018 and 2017

 


 

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

 

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, 2018 and 2017 there were no variances between the basic and diluted loss per share as there were no potentially dilutive securities outstanding.

 

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.  For rental income, revenue is recognized when the services are provided, and collection is reasonably assured.

 

g.  Newly Adopted Accounting Pronouncements

 

In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. The new standard requires a company to recognize revenue when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB has subsequently issued amendments to ASU 2014-09 which have the same effective date and transition date of January 1, 2018. The adoption of this guidance did not have a material impact on our consolidated financial statements.

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows” which was issued to improve uniformity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments in ASU 2016-15 were effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted this guidance effective January 1, 2018, and it did not have any impact on the Company’s statements of cash flows.

 

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.

 

 

 

 F-9 
 

 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

 

December 31, 2018 and 2017

 

 

NOTE 2 – PROPERTY AND EQUIPMENT

 

The Company's capital assets consist of warehouse units, computer equipment, office furniture and leasehold improvements for its offices.  Depreciation and amortization is calculated using the straight-line method over the estimated useful life of the asset, ranging from 18 months to 39 years.  Expenditures for additions and improvements are capitalized, while repairs and maintenance costs are expensed as incurred.  The cost and related accumulated depreciation of any capital assets that are sold or otherwise disposed of are removed from the accounts and any gain or loss is recorded in the year of disposal.

 

Fixed assets and related depreciation for the year ended December 31, 2018 and 2017 are as follows: 

 

    2018     2017  
Computer equipment   $ 5,672     $ 5,672  
Furniture and fixtures     7,777       7,777  
Leasehold improvements     4,000       4,000  
Warehouse units     861,000       861,000  
Accumulated amortization and depreciation     (102,878 )     (80,892 )
     Total fixed assets   $ 775,571     $ 797,557  

 

Depreciation expense was $21,986 and $22,646 for the years ended December 31, 2018 and 2017, respectively.

 

 

NOTE 3 – LONG-TERM DEBT

 

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

 

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

 

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

 

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

 

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

 

The note to seller is secured by the three warehouse units. The three warehouse units are currently leased to one tenant.

 

 

 

 F-10 
 

 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

 

December 31, 2018 and 2017


 

 

NOTE 4 – COMMON STOCK

 

The aggregate number of shares the Company has authority to issue is 100,000,000 shares of common stock having no par value per share.  The shares of this class of common stock have unlimited voting rights and constitute the sole voting group of the Company.  Each shareholder has one vote for each share of stock owned.  Cumulative voting shall not be permitted in the election of directors or otherwise.

 

We issued 13,334 shares for services valued at $2,000 at $0.15 per share. Also, 60,548 shares were issued to ssetle a debt amounting to $3,505 at $0.15 per share and the Company recorded a loss on settlement of debt of $5,577.

 

 

NOTE 5 – RELATED PARTY TRANSACTIONS

 

During the year ended December 31, 2018, the related party payable had a settlement outstanding resulting in a net decrease of $7,695.  The balance of the related party payable was $1,702 and $9,397 as of December 31, 2018 and 2017, respectively.  This payable is due on demand and has an interest rate of 8%.  Accrued interest on this payable was $1,289 and $4,505 at December 31, 2018 and 2017, respectively.  The Company pays base compensation of $10,000 per month to the CEO for his services.  The Company also pays additional override of 10% based upon commission revenue.  The balance accrued at December 31, 2018 and 2017 was $61,212 and $43,612, respectively.

 

 

 

 F-11 
 

 

 

HOME TREASURE FINDERS, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

 

December 31, 2018 and 2017

 

NOTE 6 – COMMITMENTS AND CONTINGENCIES

 

Operating Lease

 

The Company leases its office space under a non-cancel-able lease agreement accounted for as an operating lease.  We are leasing this facility for $63,765 for the term of the lease which ends on April 30, 2021.  The monthly payment is $1,822 for 35 months. At that time we shall have the option of extending the lease term for an additional three year term.

 

Rent expense was $18,533 and $16,800 for the years ended December 31, 2018, and 2017, respectively.

 

Minimum rental payments under the non-cancelable operating leases are as follows:

     
Years ending December 31,  Amount  
2019   $ 21,862  
2020     21,862  
Thereafter     9,272  
    $ 52,996  

 

 

NOTE 7 – 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 cash flow and net income.  This factor, among others, indicates 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 8 – SUBSEQUENT EVENTS

 

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

 

 

 F-12 
 

 

 

 

ITEM 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 post-closing 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, 2017. 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, 2018, we did not maintain effective controls over the control environment. Specifically, a lack of segregation of duties, a lack of oversight and experience in 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, 2018, 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, 2018, has not been audited by our independent registered public accounting firm by virtue of our exemption from such requirement as a smaller reporting company.

 

 

 27 
 

 

 

 

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, 2018, 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)    40   President, Chief Executive Officer, Chief Financial Officer and Sole Director

_______________

 

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

 

Executive Biography.

 

Corey Wiegand, age 40, President, is a graduate cum laude from the University of Texas A&M in Corpus Christi.  He is a real estate investor, Colorado licensed Broker, and is certified to work with property management, short sales and bank owned properties.

 

 

 

 28 
 

 

 

 

             Corey Wiegand's Biography for the last ten 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

 

 

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, 2018 and 2017 and the date of this report, none of our directors were paid any fees to attend director meetings.

  

EXECUTIVE COMPENSATION

 

Effective April 1, 2016, Mr. Wiegand's salary increased from $6,000 to $10,000 a month plus he receives the additional override of 10% based upon commission revenue.  As of December 31, 2018 Mr. Wiegand is owed accrued salary totaling $61,212. 

 

 

 

 29 
 

 

 

Summary Compensation Table

 

The following table sets forth certain information concerning compensation paid our officer during years ended 2017 and 2016. Mr. Wiegand received no compensation prior. 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  

2018

2017

 

   

130,000

112,331

 

     

 

     

 

     

 

     

 

     

 

     

 

     

130,000

112,331

 

 


 

Option Grants in Last Fiscal Year

 

None.

 

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

 

We presently pay Corey Wiegand a salary of $9,000 monthly plus an override of 10% based upon commission 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.

 

Board of Directors

 

Our Director is 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.

 

 

 

 30 
 

 

 

 

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, 2018 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

Number of Shares

Beneficially Owned

Percentage

Ownership

       
Common Stock Corey Wiegand 6,700,000 50.7 %
       
Common Stock

Bristlecone Associates, LLC

16200 West County Road 18E

Loveland, CO 80537

2,994,000 22.7%
       
Common Stock All Executive Officers and Directors as a Group (1 person) 6,700,000 50.7%

 

 

 

Except as otherwise indicated, the address of each beneficial owner is c/o Home Treasure Finders, Inc., 4045 Pecos St, Suite 110, Denver, Colorado 80211 .

   
  Applicable percentage ownership is based on 13,279,332 shares of common stock outstanding as of December 31, 2018 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.

 

 

 31 
 

 

 

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, 2018, Corey Wiegand deferred cash collection of $4,374 from the Company to cover current expenses.  $12,070 was paid back to him.

 

During the year ended December 31, 2017, Corey Wiegand deferred cash collection of $7,027 from the Company to cover current expenses.  $15,220 was paid back to him.

 

 

 

 32 
 

 

 

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Audit Fees

 

During the fiscal year ended December 31, 2018, we incurred approximately $24,000 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, 2018.

 

During the fiscal year ended December 31, 2017, we incurred approximately $24,000 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, 2017.

 

Audit-Related Fees

 

The aggregate fees billed during the fiscal years ended December 31, 2018 and 2017 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, 2018 and 2017 for professional services rendered by our principal accountant tax compliance, tax advice and tax planning was $350 and $350, respectively.

 

All Other Fees

 

The aggregate fees billed during the fiscal years ended December 31, 2018 and 2017 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.

 

 

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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

 

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:    April 1, 2019 By: /s/ Corey Wiegand  
   

Corey Wiegand

President, CEO,  Sole Director and Chief Financial Officer

 
       
       

 

 

 

 

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