Evergreen Sustainable Enterprises, Inc. - Quarter Report: 2012 September (Form 10-Q)

hmtf10q9302012.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended: September 30, 2012

Commission File Number 333-176154

HOME TREASURE FINDERS, INC. AND SUBSIDIARY

(Exact name of registrant as specified in its charter)

COLORADO	26-3119496
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

3412 West 62nd Avenue, Denver, Colorado	80221
(Address of principal executive offices)	(Zip code)

(720) 273-2398

(Registrant's telephone number, including area code)

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

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes þ NO o

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller Reporting Company þ

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

As of November 6, 2012, 11,725,800 shares of common stock, no par value of registrant were outstanding.

	Page
PART I FINANCIAL INFORMATION
Item 1. Financial Statements for the period ended September 30, 2012
Consolidated Balance Sheets (Unaudited)	3
Consolidated Statements of Operations (Unaudited)	4
Consolidated Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited)	5
Consolidated Statements of Cash Flows (Unaudited)	6
Notes to Consolidated Financial Statements	7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	8
Item 3. Quantitative and Qualitative Disclosures About Market Risk	9
Item 4. Controls and Procedures	9
Item 4T. Controls and Procedures	9

PART II OTHER INFORMATION

Item 1. Legal Proceedings	10
Item 1A. Risk Factors	10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3. Defaults Upon Senior Securities	19
Item 4. Submission of Matters to a Vote of Security Holders	19
Item 5. Other Information	19
Item 6. Exhibits	19

Signatures	20

HOME TREASURE FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Balance Sheets


	September 30,			December 31,
	2012			2011
	(Unaudited)
Assets

Current Assets:
Cash	$	7,113		$	106

Total current assets	$	7,113		$	106
Liabilities and Shareholders’ Equity (Deficit)

Liabilities:
Accounts payable	$	10,376		$	9,115
Accrued liabilities		15,000			—
Accrued interest on related party note payable		827			—
Related party note payable		9,518			11,518
Total current liabilities		35,721			20,633

Shareholders’ equity (deficit):
Common stock, no par value; 100,000,000 shares authorized,
11,725,800 and 11,425,800 shares issued and outstanding, respectively		57,302			27,302
Additional paid in capital		96,476			96,476
Deficit accumulated during development stage		(182,386	)		(144,305	)
Total shareholder’s equity (deficit)		(28,608	)		(20,527	)

Total liabilities and shareholders' equity (deficit)	$	7,113		$	106

See accompanying notes to consolidated financial statements.

HOME TREASURE FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Operations

(Unaudited)

													July 28,
													2008
													(Inception)
	For the Three Months Ended						For the Nine Months Ended						Through
	September 30,						September 30,						September
	2012			2011			2012			2011			2012

Revenue	$	10,020		$	—		$	10,020		$	—		$	10,020


Operating expenses:
Commision expense		1,498			—			1,498			—			1,498
Professional fees		2,972			12,559			11,073			19,593			39,147
General and Administrative		13,269			9,581			34,703			21,937			151,134
Total operating expenses		17,739			22,140			47,274			41,530			191,779


Operating loss		(7,719	)		(22,140	)		(37,254	)		(41,530	)		(181,759	)

Other Income
Other income		—			—			—			—			200
Interest expense		(192	)		—			(827	)		—			(827	)

Total other income (expense)		(192	)		—			(827	)		—			(627	)

Net loss	$	(7,911	)	$	(22,140	)	$	(38,081	)	$	(41,530	)	$	(182,386	)


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

Basic and diluted weighted average
common shares outstanding		11,725,800			11,425,800			11,526,530			11,412,660

See accompanying notes to consolidated financial statements.

HOME TREASURE FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Changes in Shareholders' Equity (Deficit)

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

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

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

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

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

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

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

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

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

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

Capital contributed by officers	—		—		116		—			—			116

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

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

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

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

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

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

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

Services and rent contributed by an officer	—		—		28,540		—			—			28,540

Net loss for the year ended December 31, 2011	—		—		—		—			(64,049	)		(64,049	)

Balance at December 31, 2011	11,425,800		27,302		96,476		—			(144,305	)		(20,527	)

Common stock subscription (unaudited)	—		—		—		30,000			—			30,000

Common stock issued on July 1, 2012 for cash at
$0.010 per share (unaudited)	300,000		30,000		—		(30,000	)		—			—

Net loss for the nine months ended
September 30, 2012 (unaudited)	—		—		—		—			(38,081	)		(38,081	)

Balance at September 30, 2012 (unaudited)	11,725,800	$	57,302	$	96,476	$	—		$	(182,386	)	$	(28,608	)

See accompanying notes to consolidated financial statements.

HOME TREASURE FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

							July 28,
							2008
							(Inception)
	For the September 9 Months Ended						Through
	September 30,						September 30,
	2012			2011			2012
Cash flows from operating activities:
Net loss	$	(38,081	)	$	(41,530	)	$	(182,386	)
Adjustments to reconcile net loss to net cash
used by operating activities:
Contributed services		—			16,850			96,360
Common stock issued for services		—			3,040			10,140
Changes in operating assets and liabilities:
Increase in accrued interest		827			—			827
Increase in accrued liabilities		15,000			4,100			15,000
Increase (decrease) in accounts payable		1,261			8,149			10,376
Net cash used in
operating activities		(20,993	)		(9,391	)		(49,683	)

Cash flows from investing activities:		—			—			—

Cash flows from financing activities:
Contributed capital		—			—			116
Proceeds from common stock sales		30,000			—			47,162
Payments on related party payable		(12,000	)		—			(12,000	)
Proceeds from related party payable		10,000			1,518			21,518
Net cash provided by
financing activities		28,000			1,518			56,796

Net change in cash		7,007			(7,873	)		7,113

Cash, beginning of period		106			7,982			—

Cash, end of period	$	7,113		$	109		$	7,113

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

NON CASH FINANCING ACTIVITIES:
Common stock issued for prepaid services	$	—		$	3,040		$	10,140

See accompanying notes to consolidated financial statements.

HOME TREASURE FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Notes to Unaudited Consolidated Financial Statements

Note 1: Basis of Presentation

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

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the December 31, 2011 financial statements and notes thereto included. The results of operations for the period ended September 30, 2012, are not necessarily indicative of the operating results for the year ended December 31, 2012.

Note 2: Going Concern

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

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

Note 3: Related Party Transactions

During the nine months ended September 30, 2012 an officer and major stockholder deposited $10,000 in the Company’s bank account to cover expenses. There were also payments of $12,000 made to pay down the related party payable during the quarter ended September 30, 2012. The balance of the related party payable was $9,518 and $11,518 as of September 30, 2012 and December 31, 2011, respectively. This payable is due on demand and has an imputed interest rate of 8%. Accrued interest on this payable was $827 at September 30, 2012. Beginning in 2012, the Company began accruing salary of $2,500 per month to the CEO for his services. The balance accrued at September 30, 2012 was $15,000.

Note 4: Equity Transactions

During the nine months ended September 30, 2012, the Company issued 300,000 shares of common stock for cash received of $30,000.

Note 5: Subsequent Events

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

HOME TREASURE FINDERS, INC. AND SUBSIDIARY

(A Development Stage Company)

Part I. Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Forward-looking statements

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

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

Financial Condition and Results of Operation

Home Treasure Finders, Inc. was formed on July 28, 2008. The founder, sole director and officer of our company is Corey Wiegand. Registrant is a development stage company with minimal operations.

We are developing a web site which will be a key aspect of our business. As of the date of this filing, the site is non-functional.

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

1.	Recruiting and training buyer agents
2.	Forming contracts with listing agents
3.	Real Estate Investment Mentoring

We have had $10,020 in operating revenues since inception, July 28, 2008 through September 30, 2012. The revenue is the result of the sale of two homes during the current quarter. We have incurred operating expenses totaling $191,779 as of September 30, 2012. Such expenses consisted primarily of commissions paid on the revenue earned, general and administrative, professional fees and services along with contributed costs incurred to set up the Company and prepare our Registration Statement on Form S-1. We have generated an accumulated deficit of $(182,386) as of September 30, 2012 and our losses continue to mount.

Our net loss decreased by $3,449 or 8% to $38,081 from $41,530 for the nine month period ended September 30, 2012 compared with the prior year nine month period ended September 30, 2011. This was primarily attributed to a decrease in professional fees due to S-1 filing expenses incurred in the prior year.

Liquidity and Capital Resources

At September 30, 2012, we had $7,113 in cash and a working capital deficit of $(28,608). As of the date of this report our liquidity and capital resources continue to decline and our ability to generate the revenue stream described in our business plan remains unproven.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

No response required.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Item 4T. Changes in Internal Controls over Financial Reporting

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

Part 2. Other Information

Item 1 - Legal Information.

No response required.

Item 1A. Risk Factors

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

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

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

We are a development stage company with minimal operations. We currently have limited business operations and have incurred operating losses since our inception totaling $182,386. As shown in our financial statements, as of the periods ended September 30, 2012 and December 31, 2011, we have incurred cumulative net losses of $ 38,081 and $64,049, respectively from operations. We expect to incur significant operating losses for the foreseeable future, primarily due to the expansion of our operations. The negative cash flow from operations is expected to continue and may accelerate in the foreseeable future. Our ability to achieve profitability depends upon our successful delivery of professional services to would be buyers, marketing our advanced sales techniques to established realtors that wish to earn more commissions from buyer transactions and recruiting buyer agents to sign our master referral agreements, graduate from our workshops, to respond to our sales calls. We do not have any revenues and have no referral agreements completed. There can be no assurance that we will ever fully achieve anticipated revenues or profitable operations.

Our company is new and has only recently commenced planned operations. We may not be able to generate predictable and continuous revenue in the near future. Failure to generate sufficient revenue to pay expenses as they come due will make us unable to continue as a going concern and result in the failure of our company and the complete loss of any money invested to purchase our shares.

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

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

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

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

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

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

The loss of our current executive officer or key management personnel 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 our officer could have a material adverse effect upon our business, financial condition or results of operations. Further, our success and achievement of our growth plans depend on our ability to recruit, hire, train and retain other highly qualified technical and managerial personnel. Competition for qualified buyer agents among companies in the real estate industry is intense, and the loss of any of such persons, or an inability to attract, retain and motivate any additional highly skilled realtors required for the expansion of our activities, could have a materially adverse effect on us. Inability to attract and retain the necessary personnel and consultants and advisors could have a material adverse effect on our business, financial condition or results of operations.

We are controlled by our current officer and director.

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

Since we have only one director who serves as our president, chief executive officer, chief financial officer and secretary, decisions which affect the company will be made by only one individual. It is likely that conflicts of interest will arise in the day-to-day operations of our business. Such conflicts, if not properly resolved, could have 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 represented by shares purchased in this offering. While the company believes its past transactions were appropriate, and plans to act in good faith in the future, an investor in our shares will have no ability to alter such transactions as 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 signs, telephone services and web-based advertisements on established websites would adversely affect our ability to generate sufficient buyer leads and meet future realtor demand for referrals and could impair our ability to enter this market.

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

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

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

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

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

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

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

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

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

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

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

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

In the future, when we become solely reliant on abilities and skills of other agents at arm’s length we may fall victim to unexpected agent errors or omissions. If we deliver mentor services provided by third party agents our credibility and the market acceptance of our mentor services could be harmed.

The realtors we plan to recruit may not deliver consistent and professional mentor services and thus our business plan may not gain market acceptance, which would prevent us from achieving sales and market share

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The sale of a substantial number of those shares of our common stock registered on Form S-1, or the market's anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

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

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

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

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

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

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

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

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

We expect to face increased competition in the future. Further, many of our competitors are developing and are currently producing sales prospecting tools based on new web technologies that may ultimately have costs similar to, or lower than, our projected costs.

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

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

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

Lead cost;

Lead conversion rate

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

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

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

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

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

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

Our present and planned operations do not involve any irregular activities. Nonetheless, we are required to comply with all foreign, U.S. federal, state and local laws and regulations regarding licensing and insurance requirements. In addition, under some statutes and regulations, a government agency, or other parties, may seek recovery and response costs from an agent where warrantees have been made, even if the agent was not responsible for such a warrantee or is otherwise at fault. In the course of future business we may inadvertently refer business to an agent who does not comply with local laws and regulations. Any failure by us to shift responsibility onto that agent, and thus restrict our liability in connection with the incident, could subject us to potentially significant monetary damages and fines or suspensions in our business operations. In addition, if more stringent laws and regulations are adopted in the future, the costs of compliance with these new laws and regulations could be substantial. If we fail to comply with present or future real estate laws and regulations we may be required to pay substantial fines, suspend, or cease operations.

There are restrictions on the transferability of the securities.

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

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

The $0.10 per share offering price of the common stock being sold under our prospectus has been arbitrarily set. The price does not bear any relationship to our assets, book value, earnings or net worth and it is not an indication of actual value. Accordingly, if you purchase our shares, you may experience substantial dilution. You may also suffer additional dilution in the future from the sale of additional shares of common stock or other securities or if the Company’s shares are issued to purchase other assets.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3 - Defaults Upon Senior Securities.

No response required.

Item 4 - Submission of Matters to a Vote of Security Holders.

No response required.

Item 5 - Other Information.

No response required.

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

(a) Exhibits:

31.1:

Certification of Principal Executive and Financial Officer

32.1:

Section 1350 Certification

101

XBRL Report

(b)

Reports on Form 8-K:

None.

SIGNATURES

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

	HOME TREASURE FINDERS, INC. AND SUBSIDIARY
	(Registrant)


DATE: November 13, 2012	BY:	/s/ Corey Wiegand
		Corey Wiegand
		President