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EX-32 - Generation Hemp, Inc.ex32.htm
EX-31 - Generation Hemp, Inc.ex31.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: March 31, 2017
Commission File Number 333-176154

HOME TREASURE FINDERS, INC. AND SUBSIDIARIES
(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)
 
   
4316 Tennyson Street, Denver, Colorado
80212
(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(Section 232.405 of this chapter) during the preceding 12 months(or such shorter period that the registrant was required to submit and post such files. Yes ☑  No ☐
 
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 May 15, 2017, there were 13,205,450 shares of our common stock, no par value outstanding.
 
 

 
 
Index
 
 

 
 
 Page
PART I  FINANCIAL INFORMATION
 
 
Item 1. Financial Statements for the period ended March 31, 2017
 
          Consolidated Balance Sheets
  3
          Consolidated Statements of Operations (Unaudited)
4
          Consolidated Statements of Cash Flows (Unaudited)
  5
          Notes to Consolidated Financial Statements
  6
   
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
9
Item 3. Quantitative and Qualitative Disclosures About Market Risk
 10
Item 4. Controls and Procedures
10
 Item 4T. Controls and Procedures
10
   
PART II  OTHER INFORMATION
 
   
Item 1. Legal Proceedings
11
Item 1A.  Risk Factors
11
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
11
Item 3. Defaults Upon Senior Securities
11
Item 4. Submission of Matters to a Vote of Security Holders
11
Item 5. Other Information
11
Item 6. Exhibits
12
   
Signatures
13
   
 
 

- 2 -

 
 
 
PART I  FINANCIAL INFORMATION
 
Item 1.  Financial Statements
 
HOME TREASURER FINDERS, INC. AND SUBSIDIARY
 Consolidated Balance Sheets
 
 
 
           
 
 
March 31,
   
December 31,
 
 
 
2017
   
2016
 
 
 
(unaudited)
       
Assets
       
 
           
Current Assets:
           
Cash
 
$
46,948
   
$
60,202
 
Rent receivable
   
500
     
500
 
Prepaid expenses
   
12,414
     
1,737
 
Total current assets
   
59,862
     
62,439
 
 
               
Property and equipment, net
   
814,234
     
820,203
 
 
               
Other assets:
               
Security deposits
   
1,400
     
1,400
 
 
               
Total assets
 
$
875,496
   
$
884,042
 
 
               
Liabilities and Shareholders' Equity (Deficit)
         
 
               
Liabilities:
               
Accounts payable
 
$
19,099
   
$
18,336
 
Accrued wages
   
28,612
     
28,612
 
Accrued liabilities
   
47,502
     
56,672
 
Accrued interest – related party
   
3,674
     
3,305
 
Note payable, current portion
   
8,173
     
10,790
 
Related party note payable
   
15,995
     
17,590
 
             Total current liabilities
   
123,055
     
135,305
 
 
               
Long term debt, net of current portion
   
800,864
     
800,864
 
           Total liabilities
   
923,919
     
936,169
 
 
               
Shareholders' equity (deficit):
               
Common stock, no par value; 100,000,000 shares authorized,
               
13,205,450 and 13,205,450 shares issued and outstanding, respectively
   
215,267
     
215,267
 
Additional paid in capital
   
96,476
     
96,476
 
Accumulated deficit
   
(360,166
)
   
(363,870
)
Total shareholder's deficit
   
(48,423
)
   
(52,127
)
 
               
Total liabilities and shareholders' deficit
 
$
875,496
   
$
884,042
 
 
 
See accompanying notes to consolidated financial statements.
 
 

- 3 -

 
 
HOME TREASURER FINDERS, INC. AND SUBSIDIARIES
 Consolidated Statements of Operations
(Unaudited)
 
 
 
For the Three Months Ended
 
 
 
March 31,
 
 
 
2017
   
2016
 
 
           
Commission income
 
$
49,477
   
$
48,026
 
Rental and property management income
   
60,839
     
56,905
 
Total revenue
 
$
110,316
   
$
104,931
 
 
               
Operating expenses:
               
Commission expense
   
4,566
     
4,803
 
Professional fees
   
6,830
     
16,279
 
General and administrative
   
78,631
     
63,998
 
Total operating expenses
   
90,027
     
85,080
 
 
               
Operating income
   
20,289
     
19,851
 
 
               
Other expense
               
Interest expense
   
(16,585
)
   
(14,584
)
 
               
Total other expense
   
(16,585
)
   
(14,584
)
 
               
Income before taxes
   
3,704
     
5,267
 
 
               
Income tax expense
   
     
 
 
               
Net income
 
$
3,704
   
$
5,267
 
 
               
Basic and diluted income per share
 
$
0.00
   
$
0.00
 
 
               
Basic and diluted weighted average
               
common shares outstanding
   
13,205,450
     
13,205,450
 
 
 
 
See accompanying notes to consolidated financial statements.
 
 

- 4 -

 
 
HOME TREASURER FINDERS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
 
 
 
For the Three Months Ended
 
 
 
March 31,
 
 
 
2017
   
2016
 
Cash flows from operating activities:
           
Net income
 
$
3,704
   
$
5,267
 
Adjustments to reconcile net income to net cash
               
(used) by operating activities:
               
Depreciation and amortization expense
   
5,969
     
5,936
 
Changes in operating assets and liabilities:
               
Increase in prepaid expense
   
(10,677
)
   
(7,767
)
Increase in accrued interest
   
369
     
171
 
Decrease in accrued liabilities
   
(9,170
)
   
(7,147
)
Increase in accounts payable
   
763
     
19,689
 
Net cash provided by (used in) operating activities
   
(9,042
)
   
16,149
 
 
               
Cash flows from investing activities:
               
Purchase of fixed assets 
   
-
     
(940
)
Net cash used by investing activities
   
-
     
(940
)
 
               
Cash flows from financing activities:
               
Proceeds from related party payable
   
1,405
     
-
 
Payment of  related party payable
   
(3,000
)
   
(9,193
)
Payment of long term debt
   
(2,617
)
   
(3,394
)
Net cash used in financing activities
   
(4,212
)
   
(12,587
)
 
               
Net change in cash
   
(13,254
)
   
2,622
 
 
               
Cash, beginning of period
   
60,202
     
45,210
 
 
               
Cash, end of period
 
$
46,948
   
$
47,832
 
 
               
Supplemental disclosure of cash flow information:
               
Cash paid during the period for:
               
Income taxes
 
$
-
   
$
-
 
Interest
 
$
16,216
   
$
14,416
 
 
               
NON CASH FINANCING ACTIVITIES:
               
       None
               
 
 
 
See accompanying notes to consolidated financial statements.
 
 

- 5 -

 
 
 
HOME TREASURER FINDERS, INC. AND SUBSIDIARIES

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 consolidated or omitted. It is suggested that these financial statements be read in conjunction with the December 31, 2016 financial statements and notes  thereto included in our December 31, 2016 Annual Report on Form 10-K filed with the SEC. The results of operations for the period ended March 31, 2017, are not necessarily indicative of the operating results for the year ended December 31, 2017.
 
  
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.   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 Transaction

During the three months ended March 31, 2017, the related party payable had a net decrease of $1,595.  The balance of the related party payable was $15,995 and $17,590 as of March 31, 2017 and December 31, 2016, respectively.  This payable is due on demand and has an interest rate of 8%.  Accrued interest on this payable was $3,674 and $3,305 at March 31, 2017 and December 31, 2016, respectively.  Interest expense for the three months ended March 31, 2017 and 2016 was $369 and $309, respectively. 

 
 
 
- 6 -

 
 

HOME TREASURER FINDERS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements
 
 
Note 4:  Property and Equipment

The Company's capital assets consist of warehouse units, computer equipment, office furniture and office leasehold improvements.  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.

Property and equipment as of March 31, 2017 and December 31, 2016 consisted of the following: 
 
 
 
March 31,
2017
   
December 31,
2016
 
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
   
(64,215
)
   
(58,246
)
     Total property and equipment
 
$
814,234
   
$
820,203
 
 
 
Depreciation and amortization expense was $5,969 and $5,936 for the three months ended March 31, 2017 and 2016, respectively.
 
 

 
- 7 -




HOME TREASURER FINDERS, INC. AND SUBSIDIARIES

Notes to Unaudited Consolidated Financial Statements
 
 
 
Note 5:  Long-Term Debt

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

As of March 31, 2017, the balance of the note was $809,037. The annual maturities of the long-term debt were:
 
Year Ending December 31,
     
2017
 
$
8,173
 
2018
   
11,090
 
2019
   
789,774
 
 
       
 
 
$
809,037
 
 
 
Note 6:  Commitment and Contingencies

On March 28, 2017 an ongoing lawsuit regarding the warehouse owned by the Company was settled.  The Company anticipates it will receive approximately $16,000 to cover attorney fees paid.


Note 7:  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.

 
- 8 -

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

Forward-looking statements

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

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

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

Our net income for the three months ended March 31, 2017 was $3,704.  We generated operating revenue from three sources, sales commissions, property management, and commercial real estate for legal cannabis cultivation. We manage approximately 97 rental real estate owned by non-related third parties. In comparison our net income for the three months ended March 31, 2016 was $5,267.

For the three months ended March 31, 2017 the Company generated a total of $110,316 in revenues, consisting of $49,477 from sales commissions and $60,839 from rental and property management.  During the three months ended March 31, 2016 we generated a total of $104,931 in revenues, consisting of $48,026 from sales commissions and $56,905 from rental and property management.

During the three months ending March 31, 2017 we incurred operating expenses totaling $90,027. Such expenses consisted primarily of commissions paid on the revenue earned, general and administrative expenses and professional fees.  During the three months ended March 31, 2016 we incurred a total of $85,080 of operating expenses consisting primarily of commissions paid on the revenue earned, general and administrative expenses and professional fees.  Although there was a decrease in professional fees in the current year, there was an increase in other administrative expenses that resulted in an overall increase in expenses over prior year.
 
 
 
- 9 -

 
 
 
Liquidity and Capital Resources
 
At March 31, 2017, we had $46,948 in cash and working capital deficit of $63,193.  At December 31, 2016 we had $60,202 in cash and a working capital deficit of $72,866.

The business plan of our subsidiary, HMTF Cannabis Holdings, Inc. is capital intensive and requires that we raise significant additional capital to acquire and improve real estate. We are negotiating with various sources for an equity infusion to match our long term capital needs.
 
 
Item 3. Quantitative and Qualitative Disclosures About Market Risk

No response required.
 

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Item 4T.  Changes in Internal Controls over Financial Reporting

There have been no changes in our internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
 
 
- 10 -


 
 
Part 2.    Other Information

Item 1 -  Legal Information.
 
No response required.
 
 
Item 1A.  Risk Factors
 
No response required.
 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 
None.
 
  
Item 3 -  Defaults Upon Senior Securities.
 
None.
 

Item 4 -  Submission of Matters to a Vote of Security Holders.
 
None.
 

Item 5 -  Other Information.
 
None.



 
- 11 -


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

(a)       Exhibits:


 
Exhibit
Number
 
 
 
Description
 
 
 
31.1
 
32.1
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document*
101.INS
 
XBRL Instance Document
101SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document





 
- 12 -





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:  May 15, 2017
BY: 
/s/ Corey Wiegand
 
 
Corey Wiegand
 
 
President
 
 
 
 
 
 
 
- 13 -