Have Gun Will Travel Entertainment, Inc. (Form: S-1, Received: 02/05/2014 13:33:55)

HAVE GUN WILL TRAVEL ENTERTAINMENT INC.

(A Development Stage Company)

FINANCIAL STATEMENTS

From Inception (December 18, 2013) Through December 31, 2013

TABLE OF CONTENTS

FINANCIAL STATEMENTS:
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS			41
Balance Sheet			42
Statement of Operations			43
Statement of Cash Flows			44
Statement of Stockholders’ Equity			45
Notes to Financial Statements			46

CPA Services Corp Com

enrique@cpaservicescorp.com

www.cpaservicescorp.com

(754) 400 - 1040

18501 Pines Blvd - #207

Pembroke Pines, FL 33029

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PCAOB REGISTERED

To the Board of Directors

HAVE GUN WILL TRAVEL ENTERTAINMENT INC.

(A Development Stage Company)

We have audited the accompanying balance sheet of HAVE GUN WILL TRAVEL ENTERTAINMENT INC. (A Development Stage Company) as of December 31, 2013, and the related statements of operations, stockholders’ equity and cash flows from inception on December 18, 2013 through December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of HAVE GUN WILL TRAVEL ENTERTAINMENT INC. (A Development Stage Company) as of December 31, 2013 and the results of its operations and its cash flows from inception on December 18, 2013 through December 31, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has not generated any revenues, has accumulated a loss of $10,029 and currently lacks the capital to pursue its business plan, which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are described in Note I. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Pembroke Pines, Florida

Monday, February 03, 2014

Enrique Nowogrodzki, CPA

HAVE GUN WILL TRAVEL ENTERTAINMENT, INC.
Balance Sheet

ASSETS
	December 31,
	2013
CURRENT ASSETS

Cash and cash equivalents	$	20,000

Total Current Assets		20,000

TOTAL ASSETS	$	20,000

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts payable and accrued liabilities	$	4,500

Total Current Liabilities		4,500

Total Liabilities		4,500

STOCKHOLDERS' EQUITY

Preferred shares: $0.001 par value, 5,000,000 shares authorized: no shares issued and outstanding		-

Common shares: $0.001 par value, 70,000,000 shares authorized: 8,500,000 shares issued and outstanding		8,500

Additional paid-in capital		17,029
Deficit accumulated during the exploration stage		(10,029	)

Total Stockholders' Equity		15,500

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	20,000

The accompanying notes are an integral part of these financial statements.

HAVE GUN WILL TRAVEL ENTERTAINMENT, INC.
Statement of Operations

	From Inception on December 18, 2013 Through December 31, 2013

REVENUES	$	-

OPERATING EXPENSES

Professional fees		4,500

General and administrative		5,529

Total Operating Expenses		10,029

LOSS FROM OPERATIONS		(10,029	)

LOSS BEFORE INCOME TAXES		(10,029	)

Provision for income taxes		-

NET LOSS	$	(10,029	)

BASIC AND DILUTED LOSS PER SHARE	$	(0.02	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		653,846

The accompanying notes are an integral part of these financial statements.

HAVE GUN WILL TRAVEL ENTERTAINMENT, INC.
Statement of Cash Flows

	From
	Inception on
	December 18, 2013
	to December 31,
	2013
OPERATING ACTIVITIES

Net loss	$	(10,029	)
Adjustments to reconcile net loss to
Operating expenses paid by shareholder		5,529
net cash used in operating activities:
Changes in operating assets
and liabilities:
Accounts payable and
accrued expenses		4,500

Net Cash Used in
Operating Activities		-

INVESTING ACTIVITIES

Net Cash Used in
Investing Activities		-

FINANCING ACTIVITIES

Proceeds from sale of common stock		20,000

Net Cash Provided by
Financing Activities		20,000

NET INCREASE (DECREASE) IN CASH		20,000
CASH AT BEGINNING OF PERIOD		-

CASH AT END OF PERIOD	$	20,000

SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION

CASH PAID FOR:
Interest	$	-
Income taxes	$	-

The accompanying notes are an integral part of these financial statements.

HAVE GUN WILL TRAVEL ENTERTAINMENT, INC.

Statement of Stockholders' Equity

														Deficit
														Accumulated
											Additional			During the				Total
	Preferred Stock					Common Stock					Paid-In			Exploration				Stockholders'
	Shares		Amount			Shares		Amount			Capital			Stage				Equity

Balance, December 18, 2013 (Inception)		-		$	-		-		$	-		$	-		$	-			$	-

Common stock issued for cash		-			-		8,500,000			8,500			17,029			-				25,529

Net loss for the year ended December 31, 2013		-			-		-			-			-			(10,029	)			(10,029	)

Balance, December 31, 2013		-		$	-		8,500,000		$	8,500		$	17,029		$	(10,029	)		$	15,500

The accompanying notes are an integral part of these financial statements.

HAVE GUN WILL TRAVEL ENTERTAINMENT, INC

(A Development Stage Company)

Notes to the Financial Statements

December 31, 2013

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Organization

Have Gun Will Travel Entertainment, Inc. (the “Company"), a Nevada Corporation, was formed on December 18, 2013 with authorized capital of 70,000,000 shares of common stock, par value of $0.001 per share and 5,000,000 shares of preferred stock, par value of $0.001.

The Company has not generated any revenues and has incurred an accumulated deficit of $10,029 since inception. The Company has incurred a loss of $10,029 from inception on December 18, 2013 through the year ended December 31, 2013. The Company faces all the risks common to companies in their early stages of development including under capitalization and uncertainty of funding sources, high initial expenditure levels, uncertain revenue streams, and difficulties in managing growth. These factors raise substantial doubt regarding the ability of the Company to continue as a going concern. Continuation as a going concern is dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. The Company’s financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

The Company prepares its financial statements in accordance with generally accepted accounting principles in the United States. In the opinion of management, all adjustments have been made to present fairly the financial statements of the Company. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The financial statements are expressed in U.S. funds.

Accounting Estimates

The preparation of financial statements in conformity with US GAAP 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. Areas where management uses subjective judgment include valuation of equity instruments and related party transactions. Actual results can differ from those estimates and assumptions.

Stock-based Compensation

Stock-based compensation expense includes the estimated fair value of equity awards vested during the reporting period. The expense for equity awards vested during the reporting period is determined based upon the grant date fair value of the award and is recognized as expense over the applicable vesting period of the stock award using the straight-line method.

Earnings (Loss) per Share

Basic and diluted earnings (loss) per common share is calculated using the weighted average number of common shares outstanding during the period. The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

Cash and Cash Equivalents

The company considers all highly liquid investments with original maturities of three months or less to be cash or cash equivalents.

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Recent Accounting Pronouncements

Management has considered all recent accounting pronouncements issued since the last audit of its consolidated financial statements. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s consolidated financial statements.

Revenue Recognition

The Company’s policy is to recognize revenues from the sale of services when the sale is completed and interest earned on an accrual basis when earned. Specifically, revenue is recognized when persuasive evidence of an arrangement exists, the price is fixed or determinable, and collectability is reasonably assured.

Fair Value of Financial Instruments

The carrying amounts of share subscriptions receivable approximate their fair values because of the short-term nature of these instruments. Common shares are valued at the lower of cost or market value.

Impairment of Long-Lived Assets

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to the estimated undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value thereof.

Comprehensive Income

FASB ASC 220-10-20: Comprehensive Income establishes standards for the reporting and disclosure of comprehensive income and its components, which will be presented in association with a company's financial statements. Comprehensive income is defined as the change in a business enterprise's equity during a period arising from transactions, events or circumstances relating to non-owner sources, such foreign currency translation adjustments and unrealized gains or losses on available-for-sale securities. It includes all changes in equity during a period except those resulting from investments by or distributions to owners.

NOTE 2 – INCOME TAXES

Net deferred tax assets consist of the following components:

	December 31, 2013
Deferred tax asset	$	3,410
Valuation allowance		(3,410	)
Net deferred tax asset	$	-

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income statutory tax rates to pretax income (loss) from continuing operations as follows:

	December 31, 2013
Tax benefit at statutory rates	$	(3,410	)
Impairment of asset		-
Change in valuation allowance		3,410
Net deferred tax asset	$	-

The Company has accumulated net operating loss carryovers of approximately $10,029 as of December 31, 2013 which are available to reduce future taxable income. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes may be subject to annual limitations. A change in ownership may limit the utilization of the net operating loss carry forwards in future years. The tax losses begin to expire in 2033. The fiscal year 2013 remains open to examination by federal tax authorities and other tax jurisdictions.

NOTE 3 – RELATED PARTY TRANSACTIONS

During the period ended from inception on December 18, 2013 through December 31, 2013 the company issued 8,500,000 shares of common stock to a related party for cash of 20,000 and expenses paid on the Company’s behalf of $5,529.

NOTE 4 – GOING CONCERN

Management has developed a strategic plan to develop its management team and business plan. Management anticipates generating sufficient revenue to fund the operations of the Company during the next fiscal year.

NOTE 5 – CAPITAL STOCK

Common shares: $0.001 par value, 70,000,000 shares authorized: 8,500,000 shares issued and outstanding

Preferred shares: $0.001 par value, 5,000,000 shares authorized: no issued and outstanding shares

NOTE 6 – CONTINGENCIES

The Company may from time to time be subject to legal proceedings and claims that may arise in the ordinary course of its business. There are no legal matters pending at the present date.

NOTE 7 – CERTIFICATION INFORMATION AND DISCLOSURE STATEMENT

All information furnished herein has been prepared from the books and records obtained from HAVE GUN WILL TRAVEL ENTERTAINMENT, INC. in accordance with rule 15c2-11 (a)(5) promulgated under the Securities and Exchange Act of 1934, as amended, and is intended as information to be used by the public. No dealer, salesman or any other person has been authorized to give any information or to make any representations not contained herein in connection with the Company. Any representations not contained herein must not be relied upon as having been made or authorized by the Company.

NOTE 8 – CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT

Any statements in this report that are not historical facts are intended to fall within the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. These statements may be identified by such forward-looking terminology as “expect”, “look”, “believe”, and “anticipate”, “may”, “will”, or similar statements or variations of such terms. Any forward-looking statements should be considered in light of the risks and uncertainties associated with Riverdale Capital Ltd. and its businesses, economic and market conditions prevailing from time to time, and the application and interpretation of Federal and state tax laws and regulations, all of which are subject to material changes and which may cause actual results to vary materially from what had been anticipated. Certain factors that could affect the Company include conditions affecting revenues, reliance on key personnel, competition, and regulatory and legal matters.

NOTE 9 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Company management reviewed all material events through the date of this report and determined that there are no material subsequent events to report.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following are our expenses related to our initial public offering:

Securities and Exchange Commission Registration Fee	$	12.88
Legal Fees		10,500.00
Accounting Fees		5,000.00
Printing and Engraving		1,000.00
Blue Sky Qualification Fees and Expenses		0.00
Transfer Agent Fee		600.00
Miscellaneous*		2,887.12

TOTAL	$	20,000.00

__________

* Estimated

ITEM 14 . INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant is a Nevada corporation and the provisions of the Nevada Revised Statutes will be applicable to the indemnification the Registrant offers to its officers, directors and agents. In its By-laws the Registrant generally agrees to indemnify each person who is a director or officer of the Registrant, or serves at the request of a director or officer as a director, officer, employee or agent of another company, in accordance with the Registrant's By-laws, to the fullest extent permissible by the Nevada Revised Statutes or other applicable laws. In its By-laws the Registrant indicates that, in connection with any such indemnification, it is within the discretion of the Board of Directors whether to advance any funds in advance of disposition of any action, suit or proceeding.

Under the Articles of Incorporation, the By-laws, and the Nevada Revised Statutes, no director of the Registrant will be personally liable to the Registrant or its stockholders for monetary damages, or expenses in defense of an action, for breach of fiduciary duty as a director or by reason of the fact that he is or was a director, officer, employee or agent of the Registrant, or serving in such capacity for another entity at the request of the Registrant, except for liability (i) for any breach of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or there is reasonable cause to believe it was unlawful, or (iii) for any transaction from which the director derived an improper personal benefit. The Registrant has the power to purchase and maintain insurance on behalf of any persons potentially eligible for indemnification. The rights to indemnification are also applicable to those persons entitled to such rights by virtue of the Registrant's consummation of a business combination, including such consummations wherein the Registrant is merged into or reorganized as a new entity.

The foregoing description of available indemnification is a summary only, and is qualified in its entirety by the complete terms and provisions of the Nevada Revised Statutes and also the Registrant's Articles of Incorporation and By-laws, filed herewith as exhibits.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Below is a chart of all the unregistered shareholder who purchased shares since inception. This shareholder is the sole shareholder, officer and director of the Company.

The chart provides detail on the sales price of the security, person purchasing the security, the date and amount of the security.

St	Cert No	Name	Common Stock Shares	per share $	Total Pd	Address	Method of Payment	Date of Payment	Underwriter	Exemption from Registration
CA	001	Tommie Ray	8,500,000	.0030034	$25,529	5850 Canoga Ave. 4th Floor Woodland Hills, CA 91367	Cash/Paid Expenses	12/29/13	No	Section 4(2)

On December 30, 2013, the Company issued 8,500,000 shares of 0.001 par value common stock to Tommie Ray, an officer and director, in exchange for cash of $20,000 and expenses paid on the Company's behalf of $5,529. This sale of stock did not involve any public offering, general advertising or solicitation. At the time of the issuance, Mr. Ray had fair access to and was in possession of all available material information about the Company, as he is the sole officer and director of HGWT. The shares will bear a restrictive transfer legend in accordance with Rule 144 under the Securities Act. On the basis of these facts, we claim that the issuance of stock to our founding shareholder qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.

ITEM 16. EXHIBITS

3.1		Articles of Incorporation for Have Gun Will Travel Entertainment, Inc.
3.2		By-Laws of Have Gun Will Travel Entertainment, Inc.
4.1		Form of Specimen Stock Certificate
5.1		Opinion of Matthew McMurdo, Esq., legal counsel.
14.1		Code of Financial Conduct, Business Conduct and Ethics
23.1		Consent of CPA Services Corp.
23.2		Consent of Matthew McMurdo, Esq. (included in Exhibit 5.1)
99.1		Subscription Agreement

ITEM 17. UNDERTAKINGS

UNDERTAKINGS

The Registrant undertakes:

1. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The Registrant is registering securities under Rule 415 of the Securities Act and hereby undertakes:

1. To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

(i)

Include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

(iii)

Include any additional or changed material information on the plan of distribution.

2. That, for the purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

4. The undersigned Registrant hereby undertakes that:

A. For determining liability of the undersigned issuer under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned issuer undertakes that in a primary offering of securities of the undersigned issuer pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Any preliminary prospectus or prospectus of the undersigned issuer relating to the offering required to be filed pursuant to Rule 424;

ii.

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned issuer or used or referred to by the undersigned issuer;

iii.

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned issuer or its securities provided by or on behalf of the undersigned issuer; and

iv.

Any other communication that is an offer in the offering made by the undersigned issuer to the purchaser.

B. That for the purpose of determining liability under the Securities Act to any purchaser:

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

"Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the issuer pursuant to the foregoing provisions, or otherwise, the issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable."

In the event that a claim for indemnification against such liabilities (other than the payment by the issuer of expenses incurred or paid by a director, officer or controlling person of the issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, on February 5, 2014.

	HAVE GUN WILL TRAVEL ENTERTAINMENT, INC.

	By:	/s / Tommie Ray
		Tommie Ray, President, Treasurer, Secretary and Director

In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.

/s / Tommie Ray		Dated: February 5, 2014
Tommie Ray, President, Treasurer, Secretary and Director
Principal Executive Officer Principal Financial Officer Principal Accounting Officer

FOR

HAVE GUN WILL TRAVEL ENTERTAINMENT, INC.

Introduction

Have Gun Will Travel Entertainment, Inc. (the “ Company ”) is committed to the highest standards of legal and ethical conduct. This Code of Business Conduct and Ethics (the “ Code ”) sets forth the Company’s policies with respect to the way we conduct ourselves individually and operate our business. The provisions of this Code are designed to deter wrongdoing and to promote honest and ethical conduct among our employees, officers and directors.

In the course of performing our various roles in the Company, each of us will encounter ethical questions in different forms and under a variety of circumstances. Moments of ethical uncertainty may arise in our dealings with fellow employees of the Company, with customers, or with other parties such as government entities or members of our community. In achieving the high ground of ethical behavior, compliance with governmental laws is not enough. Our employees should never be content with simply obeying the letter of the law, but must also strive to comport themselves in an honest and ethical manner. This Code provides clear rules to assist our employees, directors and officers in taking the proper actions when faced with an ethical dilemma.

The reputation of the Company is our greatest asset and its value relies on the character of its employees. In order to protect this asset, the Company will not tolerate unethical behavior by employees, officers or directors. Those who violate the standards in this Code will be subject to disciplinary action. If you are concerned about taking an action that may violate the Code or are aware of a violation by another employee, an officer or a director, follow the guidelines set forth in Sections 10 and 11 of this Code.

This Code applies equally to all employees, officers and directors of the Company. All references to employees contained in this Code should be understood as referring to officers and directors as well.

1. Compliance with Laws, Rules and Regulations .

Company policy requires that the Company, as well as all employees, officers and directors of the Company, comply fully with both the spirit and the letter of all laws, rules and regulations. Whenever an applicable law, rule or regulation is unclear or seems to conflict with either another law or any provision of this Code, all employees, officers and directors are urged to seek clarification from their supervisor, the appropriate compliance official or the Chief Executive Officer. Beyond mere compliance with the law, we should always conduct our business with the highest standards of honesty and integrity – wherever we operate.

2. Conflicts of Interest .

Every employee has a primary business responsibility to the Company and must avoid conflicts of interest. A conflict of interest arises when an employee takes actions or enters into relationships that oppose the interests of the Company, harm the Company’s reputation or interfere with the employee’s performance or independent judgment when carrying out any actions on behalf of the Company. The Company strictly prohibits its employees from taking any action or entering into any relationship, personal or professional that creates, or even appears to create, a conflict of interest.

A conflict situation can arise when a director, officer or employee takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interests may also arise when a director, officer or employee, or a member of his or her family, receives an improper personal benefit as a result of his or her position with the Company. It may be a conflict of interest for a director, officer or employee to work simultaneously for a competitor, customer or supplier. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Employees must be sensitive to potential conflicts of interest that may arise and use their best efforts to avoid the conflict.

In particular, except as provided below, no director, officer or employee shall:

Ø	be a consultant to, or a director, officer or employee of, or otherwise operate an outside business that:

§	markets products or services in competition with our current or potential products and services;

§	supplies products or services to the Company; or

§	purchases products or services from the Company;

Ø	accept any personal loan or guarantee of obligations from the Company, except to the extent such arrangements have been approved by the Chief Executive Officer and are legally permissible; or

Ø	conduct business on behalf of the Company with immediate family members, which include your spouse, children, parents, siblings and persons sharing your same home whether or not legal relatives.

Directors, officers and employees must notify the Chief Executive Officer of the existence of any actual or potential conflict of interest. With respect to officers or directors, the Board may make a determination that a particular transaction or relationship will not result in a conflict of interest covered by this policy. With respect to all other employees or agents, the Chief Executive Officer, acting alone, or the Board may make such a determination. Any waivers of this policy as to an officer or director may only be approved by the Board of Directors.

Any employee, officer or director who is aware of a transaction or relationship that could reasonably be expected to give rise to a conflict of interest in violation of this section must inform the appropriate personnel in accordance with the procedures set forth in Section 12 of this Code. If an employee has any questions regarding the Company’s policy on conflicts of interest or needs assistance in avoiding a potential conflict of interest, he or she is urged to seek the advice of a supervisor or the Chief Executive Officer.

3. Corporate Opportunities .

Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of Company property, Company information or their position in the Company. Furthermore, employees may not use Company property, information or influence or their position in the Company for improper personal gain. Finally, employees have a duty to advance the Company’s legitimate interests when the opportunity to do so arises. Consequently, employees are not permitted to compete with the Company.

4. Confidentiality .

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers or suppliers, except when disclosure is authorized by the Company or required by applicable laws or regulations. Confidential information includes proprietary information of the Company, as well as all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. This confidentiality requirements is in additional to any other obligations imposed by the Company to keep information confidential.

5. Insider Trading .

Employees, officers and directors will frequently become aware of confidential non-public information concerning the Company and the parties with which the Company does business. As set forth in more detail in the Company’s Insider Trading Policy, the Company prohibits employees from using such confidential information for personal financial gain, such as for purposes of stock trading, or for any other purpose other than the conduct of our business. Employees must maintain the confidentiality of such information and may not make disclosures to third parties, including members of the employee’s family. All non-public information about the Company should be treated as confidential information. To use non-public information for personal financial benefit or to “tip” others who may make stock trades on the basis of this information is not only unethical but also illegal. This policy also applies to trading in the securities of any other company, including our customers or suppliers, if employees have material, non-public information about that company which the employee obtained in the course of their employment by the Company. In addition to possible legal sanctions, any employee, officer or director found to be in violation of the Company’s insider trading policy will face decisive disciplinary action. Employees are encouraged to contact the Company’s Chief Executive Officer with any questions concerning this policy.

6. Protection and Proper Use of Company Assets .

All Company assets should be used for legitimate business purposes and all employees, officers and directors must make all reasonable efforts to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability and must therefore be avoided. The suspected occurrence of fraud or theft should be immediately reported to the appropriate person in accordance with the procedures set forth in Section 11 of this Code.

An employee’s obligation to protect the Company’s assets extends to the Company’s proprietary information. Proprietary information includes intellectual property such as patents, trademarks, copyrights and trade secrets. An employee who uses or distributes such proprietary information without the Company’s authorization will be subject to disciplinary measures as well as potential legal sanctions.

7. Fair Dealing .

Although the success of our Company depends on our ability to outperform our competitors, the Company is committed to achieving success by fair and ethical means. We seek to maintain a reputation for fair dealing among our competitors and the public alike. In light of this aim, the Company prohibits employees from engaging in any unethical or illegal business practices. An exhaustive list of unethical practices cannot be provided. Instead, the Company relies on the judgment of each individual employee to avoid such practices. Furthermore, each employee should endeavor to deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair business practice.

8. Disclosures .

It is Company policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws, rules and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and in all other public communications made by the Company. Employees shall endeavor in good faith to assist the Company in such efforts.

9. Waivers .

The Company expects all employees, officers and directors to comply with the provisions of this Code. Any waiver of this Code for executive officers, directors or employees may be made only by the Board of Directors or a Board committee and will be promptly disclosed to the public as required by law and stock exchange regulations.

10. Compliance Guidelines and Resources .

In some situations, our employees may not be certain how to proceed in compliance with this Code. This uncertainty may concern the ethical nature of the employee’s own acts or the employee’s duty to report the unethical acts of another. When faced with this uncertainty, the employee should carefully analyze the situation and make use of Company resources when determining the proper course of action. The Company also encourages employees to talk to their supervisors, or other personnel identified below, when in doubt about the best course of action.

1. Gather all the facts . Do not take any action that may violate the Code until you have gathered all the facts that are required to make a well-informed decision and, if necessary, you have consulted with your supervisor, or the Chief Executive Officer.

2. Is the action illegal or contrary to policy? If the action is illegal or contrary to the provision of this Code, you should not carry out the act. If you believe that the Code has been violated by an employee, an officer or a director, you must promptly report the violation in accordance with the procedures set forth in Section 12.

3. Discuss the problem with your supervisor . It is your supervisor’s duty to assist employees in complying with this Code. Feel free to discuss a situation that raises ethical issues with your supervisor if you have any questions. You will suffer no retaliation for seeking such guidance.

4. Additional resources . The Chief Executive Officer is available to speak with you about problematic situations if you do not feel comfortable approaching your direct supervisor. If you prefer, you may request assistance in writing by sending a request to the Chief Executive Officer.

11. Reporting Procedures .

All employees have a duty to report any violations of this Code, as well as violations of any laws, rules, or regulations. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.

If you believe that the Code has been violated by an employee you must promptly report the violation to your direct supervisor or the Chief Executive Officer. If a report is made to a supervisor, the supervisor must in turn report the violation to the Chief Executive Officer. All violations by an officer or director of the Company must be reported directly to the entire Board of Directors.

13. Disciplinary Action .

Employees, officers and directors of the Company will be held accountable for adherence to this Code. The penalty for a particular violation of this Code will be decided on a case-by-case basis and will depend on the nature and severity of the violation as well as the employee’s history of non-compliance and cooperation in the disciplinary process. Significant penalties will be imposed for violations resulting from intentional or reckless behavior. Penalties may also be imposed when an employee fails to report a violation due to the employee’s indifference, deliberate ignorance or reckless conduct. All violations of this Code will be treated seriously and will result in the prompt imposition of penalties which may include (1) an oral or written warning, (2) a reprimand, (3) suspension, (4) termination and/or (5) restitution.

14. No Rights Created .

This Code is a statement of certain fundamental principles, policies and procedures that govern the Company’s officers, directors and employees in the conduct of the Company’s business. It is not intended to and does not create any rights in any employee, supplier, competitor, shareholder or any other person or entity.

15. Financial Code of Ethics

As a public company, it is of critical importance that Have Gun Will Travel Entertainment filings with the Securities and Exchange Commission be accurate and timely. Depending on their position with Have Gun Will Travel Entertainment, employees may be called upon to provide information to assure that Have Gun Will Travel Entertainment's public reports are complete, fair, and understandable. Have Gun Will Travel Entertainment expects all of its employees to take this responsibility seriously and to provide prompt and accurate answers to inquiries related to Have Gun Will Travel Entertainment 's public disclosure requirements.

Have Gun Will Travel Entertainment 's Finance Department, when established, will bear a special responsibility for promoting integrity throughout Have Gun Will Travel Entertainment, with responsibilities to stakeholders both inside and outside of Have Gun Will Travel Entertainment. The Chief Executive Officer, Chief Financial Officer, and Finance Department personnel have a special role both to adhere to the principles of integrity and also to ensure that a culture exists throughout Have Gun Will Travel Entertainment as a whole that ensures the fair and timely reporting of Have Gun Will Travel Entertainment's financial results and conditions. Because of this special role, the CEO, CFO, and all members of Have Gun Will Travel Entertainment’s Finance Department are bound by Have Gun Will Travel Entertainment’s Financial Code of Ethics, and by accepting the Financial Code of Ethics, each agrees that they will:

- Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.

- Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in the reports and documents that Have Gun Will Travel Entertainment files with, or submits to, government agencies and in other public communications.

- Comply with the rules and regulations of federal, state and local governments, and other appropriate private and public regulatory agencies.

- Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one's independent judgment to be subordinated.

- Respect the confidentiality of information acquired in the course of one's work, except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one's work will not be used for personal advantage.

- Share job knowledge and maintain skills important and relevant to stakeholders needs.

- Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and in the community.

- Achieve responsible use of, and control over, all Have Gun Will Travel Entertainment assets and resources employed by, or entrusted to yourself, and your department.

- Receive the full and active support and cooperation of Have Gun Will Travel Entertainment's Officers, Sr. Staff, and all employees in the adherence to this Financial Code of Ethics.

- Promptly report to the CEO or CFO any conduct believed to be in violation of law or business ethics or in violation of any provision of this Code of Ethics, including any transaction or relationship that reasonably could be expected to give rise to such a conflict. Further, to promptly report to the Chair of Have Gun Will Travel Entertainment's Audit Committee such conduct if by the CEO or CFO or if they fail to correct such conduct by others in a reasonable period of time.

To:	All Employees, Officers and Directors
From:	President and Chief Executive Officer
Re:	Statement of Company Policy Securities Trades By Company Personnel

HAVE GUN WILL TRAVEL ENTERTAINMENT, INC.

STATEMENT OF COMPANY POLICY

INSIDER TRADING

Introduction

It is illegal for any person, either personally or on behalf of others, to trade in securities on the basis of material, nonpublic information. It is also illegal to communicate (or "tip") material, nonpublic information to others who may trade in securities on the basis of that information. These illegal activities are commonly referred to as "insider trading."

Potential penalties for insider trading violations include imprisonment for up to 10 years (25 years if it constitutes fraud), civil fines of up to three times the profit gained or loss avoided through the trade, and criminal fines of up to $1 million. In addition, a company whose employee violates the insider trading prohibitions may be liable for a civil fine of up to the greater of $1 million or three times the profit gained or loss avoided as a result of the employee’s insider trading violations.

This memorandum sets forth Have Gun Will Travel Entertainment, Inc.’s (“Have Gun Will Travel Entertainment”) policy against insider trading. The objective of this policy is to protect both you and Have Gun Will Travel Entertainment from securities law violations. All directors, officers and employees of Have Gun Will Travel Entertainment or its affiliates or subsidiaries must comply with this policy .

Employees are encouraged to ask questions and seek any follow-up information that they may require with respect to the matters set forth in this policy. Please direct all questions to the Company or its CEO.

General Statement

Have Gun Will Travel Entertainment’s policy, applicable to all directors, officers and employees, prohibits trading, and tipping others who may trade, when you are in possession of material , nonpublic information.

What information is material ? All information that an investor might consider important in deciding whether to buy, sell, or hold securities is considered material. Information that is likely to affect the price of a company’s securities is almost always material. Examples of some types of material information are:

· financial results or expectations for the quarter or the year

· financial forecasts

· changes in dividends

· possible mergers, acquisitions, joint ventures and other purchases and sales of companies and investments in companies

· changes in customer relationships with significant customers

· obtaining or losing important contracts

· important product developments

· major financing developments

· major personnel changes

· major litigation developments

What is nonpublic information? Information is considered to be nonpublic unless it has been effectively disclosed to the public. Examples of public disclosure include public filings with the Securities and Exchange Commission and company press releases. Not only must the information have been publicly disclosed, but there must also have been adequate time for the market as a whole to digest the information. Although timing may vary depending upon the circumstances, a good rule of thumb is that information is considered nonpublic until the second business day after public disclosure.

What transactions are prohibited ? When you know material, nonpublic information about Have Gun Will Travel Entertainment, you, your spouse and members of your immediate family living in your household are prohibited from the following activities:

· trading in our company’s securities (including trading in puts and calls for our securities)

· having others trade for you in our securities

· disclosing the information to anyone else who might then trade

· exercising stock options if the option shares are to be immediately sold

Neither you nor anyone acting on your behalf nor anyone who learns the information from you (including your spouse and family members) can trade. This prohibition continues whenever and for as long as you know material, nonpublic information.

Although it is most likely that any material, nonpublic information you might learn would be about Have Gun Will Travel Entertainment or its subsidiaries, these prohibitions also apply to trading in the securities of any company (such as a potential merger partner) about which you learn material, nonpublic information through your employment with Have Gun Will Travel Entertainment.

Unauthorized Disclosure

As discussed above, the disclosure of material, nonpublic information to others can lead to significant legal difficulties. Therefore, you should not discuss material, nonpublic information about Have Gun Will Travel Entertainment or its affiliates or subsidiaries with anyone, including other employees, family or friends, except as required in the performance of your regular duties.

No employee of Have Gun Will Travel Entertainment is permitted to discuss confidential financial or business information regarding Have Gun Will Travel Entertainment, either in his or her own name or anonymously, and whether from the office or outside the office, on any Internet "chat" site or message board.

Questions about this Policy

Compliance by all employees with this policy is of the utmost importance both for you and for Have Gun Will Travel Entertainment. If you have any questions about the application of this policy to any particular case, please contact the CEO or CFO immediately.

Your failure to observe this policy could lead to significant legal problems for you and the company, as well as other serious consequences, including termination of your employment.

Certifications

All employees must certify their understanding of and intent to comply with this Policy Statement. A copy of the certification that all employees (other than executive officers) must sign is enclosed with this memorandum. Directors and executive officers are subject to additional restrictions on their transactions in Company securities, which are described in a separate memorandum. Directors and executive officers should sign the certification attached to that memorandum instead of the one enclosed with this memorandum.

CERTIFICATIONS

I certify that:

1. I have read and understand the Company’s Code of Business Conduct and Ethics and Statement of Policy regarding Securities Trades by Company Personnel. I understand that the President is available to answer to any questions I have regarding the Statement of Policy.

2. Since __________________, 20___ or such shorter period of time that I have been an employee of the Company, I have complied with the Code of Business Conduct and Ethics and Statement of Policy.

3. I will continue to comply with the Code of Business Conduct and Ethics and Statement of Policy for as long as I am subject to the policy.

Signature: _________________________________________

Date: _____________________________________________

Print name: ________________________________________

Nevada		7812		46-4333787
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code)		(I.R.S. Employer Identification No.)

Large Accelerated Filer	o	Accelerated Filer	o
Non-accelerated Filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

Title of Each Class Of Securities To Be Registered		Amount To Be Registered				Proposed Maximum Offering Price Per Share (1)				Proposed Maximum Aggregate Offering Price (1)				Amount of Registration Fee(1)
Common stock, $.001 par value per share			5,000,000			$	.02			$	100,000			$	12.88

	Price to Public		Underwriting Discounts and Commissions(1)		Proceeds to Company(2)
Per Share	$	.02	$	0	$	.02

Total Maximum	$	100,000	$	0	$	100,000

TABLE OF CONTENTS

PROSPECTUS SUMMARY			5

RISK FACTORS			9

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			15

USE OF PROCEEDS			16

DETERMINATION OF OFFERING PRICE			16

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES			16

PLAN OF DISTRIBUTION			20

BUSINESS			21

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS			30

DESCRIPTION OF PROPERTY			33

LEGAL PROCEEDINGS			33

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS			33

EXECUTIVE COMPENSATION			34

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			35

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			35

DESCRIPTION OF SECURITIES			36

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS			36

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES			39

EXPERTS			39

WHERE YOU CAN FIND MORE INFORMATION			39

FINANCIAL STATEMENTS			40

	Since Inception
Revenues	$	0
Expenses	$	(10,029	)
Profit (Loss) before income taxes	$	(10,029	)
Provision for income taxes	$	0
Net loss	$	(10,029	)

	If 10% of			If 25% of		If 50% of		If 75% of		If 100% of
	Shares Sold			Shares Sold		Shares Sold		Shares Sold		Shares Sold
GROSS PROCEEDS	$	10,000		$	25,000	$	50,000	$	75,000		100,000
Offering Expenses (2)	$	20,000		$	20,000	$	20,000	$	20,000	$	20,000
NET PROCEEDS	$	(10,000	)	$	5,000	$	30,000	$	55,000	$	80,000
General and Administrative Expense	$	0		$	0	$	4,000	$	7,500	$	15,000
Officer and Employee Salaries	$	0		$	0	$	0	$	0	$	0
Working Capital (3)	$	(10,000	)	$	5,000	$	26,000	$	47,500	$	65,000

	5,000,000
	Shares Sold

Offering Price per share	$	0.02

Net tangible book value per share before the offering	$	0.002

Pro forma net tangible book value per share after the offering	$	0.007

Dilution per share to new investors	$	0.013

	3,750,000
	Shares Sold

Offering Price per share	$	0.02

Net tangible book value per share before the offering	$	0.002

Pro forma net tangible book value per share after the offering	$	0.006

Dilution per share to new investors	$	0.014

	2,500,000
	Shares Sold

Offering Price per share	$	0.02

Net tangible book value per share before the offering	$	0.002

Pro forma net tangible book value per share after the offering	$	0.005

Dilution per share to new investors	$	0.015

	1,250,000
	Shares Sold

Offering Price per share	$	0.02

Net tangible book value per share before the offering	$	0.002

Pro forma net tangible book value per share after the offering	$	0.003

Dilution per share to new investors	$	0.017

	500,000
	Shares Sold

Offering Price per share	$	0.02

Net tangible book value per share before the offering	$	0.002

Pro forma net tangible book value per share after the offering	$	0.001

Dilution per share to new investors	$	0.019

Maximum Offering of 5,000,000 Shares	Investment			%			Stock Ownership		%

Current Stockholders		$	8,500		7.8	%		8,500,000		63	%
New Investors		$	100,000		92.2	%		5,000,000		37	%

75% Offering of 5,000,000 Shares	Investment			%			Stock Ownership		%

Current Stockholders		$	8,500		10.2	%		8,500,000		69	%
New Investors		$	75,000		89.8	%		3,750,000		31	%

50% Offering of 5,000,000 Shares	Investment			%			Stock Ownership		%

Current Stockholders		$	8,500		14.5	%		8,500,000		77	%
New Investors		$	50,000		85.5	%		2,500,000		23	%

25% Offering of 5,000,000 Shares	Investment			%			Stock Ownership		%
Current Stockholders		$	8,500		25.4	%		8,500,000		87	%
New Investors		$	25,000		74.6	%		1,250,000		13	%

10% Offering of 5,000,000 Shares	Investment			%			Stock Ownership		%

Current Stockholders		$	8,500		45.9	%		8,500,000		94	%
New Investors		$	10,000		54.1	%		500,000		6	%

Name	Age	Position	Year Appointed

Tommie Ray	66	President, Treasurer, Secretary and Director	2013

			Percentage of Outstanding Common Stock
Name and Address of Beneficial Owner	Shares Beneficially Owned (1)		Prior to Offering			After Offering

Tommie Ray 5850 Canoga Avenue, 4 th Floor Woodland Hills, CA 91367-6554		8,500,000		100	%		63% (2)

Officers with Directors as a group (1)		8,500,000		100	%		63% (2)

	●	The officer and director;
	●	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 the outstanding shares of common stock;
	●	Any relative or spouse of any of the foregoing persons who have the same house as such person.

Mailing Address (if different from above):
	Street	City/State	Zip


o	Individual	o	Custodian for
o	Tenants in Common	o	Uniform Gifts to Minors Act of the State of: __________________
o	Joint Tenants with rights of Survivorship	o	Corporation (Inc., LLC, LP) – Please list all officers, directors, partners, managers, etc.
o	Partnership (Limited Partnerships use “Corporation”)	o	Other (please explain)
o	Trust
o	Community Property

	(a)	Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement.

	(b)	Except as set forth in the Prospectus and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Prospectus and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment.

	(c)	Buyer understands that his or her investment in the Shares is speculative and involves a high degree of risk, and is not recommended for any person who cannot afford a total loss of the investment. Buyer is able to bear the economic risks of an investment in the offering and at the present time can afford a complete loss of such investment.

	(d)	Buyer is under no legal disability nor is Buyer subject to any order which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares. The Shares are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares.

	(e)	Buyer has (i) adequate means of providing for his or her current financial needs and possible personal contingencies, and no present need for liquidity of the investment in the Shares, and (ii) a liquid net worth (that is, net worth exclusive of a primary residence, the furniture and furnishings thereof, and automobiles) which is sufficient to enable Buyer to hold the Shares indefinitely.

	(f)	If the Buyer is acting without a Purchaser Representative, Buyer has such knowledge and experience in financial and business matters that Buyer is fully capable of evaluating the risks and merits of an investment in the offering.

	(g)	Buyer has been furnished with the Prospectus.

	(h)	Buyer understands that Buyer shall be required to bear all personal expenses incurred in connection with his or her purchase of the Shares, including without limitation, any fees which may be payable to any accountants, attorneys or any other persons consulted by Buyer in connection with his or her investment in the offering.