<SEC-DOCUMENT>0001504304-13-000001.txt : 20130402
<SEC-HEADER>0001504304-13-000001.hdr.sgml : 20130402
<ACCEPTANCE-DATETIME>20130402150252
ACCESSION NUMBER:		0001504304-13-000001
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20130402
DATE AS OF CHANGE:		20130402
GROUP MEMBERS:		ANDREW DAKOS
GROUP MEMBERS:		BROOKLYN CAPITAL MANGEMENT LLC
GROUP MEMBERS:		PHILLIP GOLDSTEIN
GROUP MEMBERS:		STEVEN SAMUELS

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			HF2 FINANCIAL MANAGEMENT INC.
		CENTRAL INDEX KEY:			0001562214
		STANDARD INDUSTRIAL CLASSIFICATION:	BLANK CHECKS [6770]
		IRS NUMBER:				461314400
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-87370
		FILM NUMBER:		13734916

	BUSINESS ADDRESS:	
		STREET 1:		999 18TH STREET, SUITE 3000
		CITY:			DENVER
		STATE:			CO
		ZIP:			80202
		BUSINESS PHONE:		303-893-2902

	MAIL ADDRESS:	
		STREET 1:		999 18TH STREET, SUITE 3000
		CITY:			DENVER
		STATE:			CO
		ZIP:			80202

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	H2 FINANCIAL MANAGEMENT INC.
		DATE OF NAME CHANGE:	20121114

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Brooklyn Capital Management LLC
		CENTRAL INDEX KEY:			0001504304
		IRS NUMBER:				270926182
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		60 HERITAGE DRIVE
		CITY:			PLEASANTVILLE
		STATE:			NY
		ZIP:			10570
		BUSINESS PHONE:		201 881-7104

	MAIL ADDRESS:	
		STREET 1:		PARK 80 WEST
		STREET 2:		250 PEHLE AVE. SUITE 708
		CITY:			SADDLE BROOK
		STATE:			NJ
		ZIP:			07663
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>third.txt
<TEXT>
SCHEDULE 13D


DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
3/22/13


1. NAME OF REPORTING PERSON
Brooklyn Capital Management, LLC, Phillip Goldstein,
Andrew Dakos, Steven Samuels


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[ ]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        [X]

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________


7. SOLE VOTING POWER
1,350,000

8. SHARED VOTING POWER
0

9. SOLE DISPOSITIVE POWER
1,350,000
_______________________________________________________

10. SHARED DISPOSITIVE POWER

0

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
1,350,000  (Footnote 1)

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

6.57%

14. TYPE OF REPORTING PERSON

IA, IN
_______________________________________________________

Item 1. SECURITY AND ISSUER

This Schedule 13D relates to the shares of Common Stock
of HF2 Financial Management Inc.
("HTWO" or the "Issuer").
The principal executive offices of HTWO are located at

999 18th Street STE 3000
Denver CO 80202


Item 2. IDENTITY AND BACKGROUND
(a) This statement is filed on behalf of Brooklyn Capital Management,LLC ("BCM")
, Phillip Goldstein, Andrew Dakos and Steven Samuels.

(b)  The business address of the reporting persons is Park 80 West-Plaza Two,
250 Pehle Ave., Suite 708, Saddle Brook, NJ 07663.

(c)  BCM is a registered investment adviser.  Messrs. Goldstein, Dakos and
Samuels are control persons of BCM.

(d) n/a

(e) On October 17, 2007, the Massachusetts Secretary of State issued a permanent
"obey the law" injunction and fined Messrs. Goldstein, Dakos and Samuels and
certain related parties (collectively, the "Respondents") $25,000 for operating
a non-password protected website containing information about certain
unregistered investments and sending an e-mail about such investments to a
Massachusetts resident who requested information.On April 5, 2012, the President
signed the JOBS Act which expressly permits such acts.  Consequently,
on June 29, 2012, the Respondents submitted a motion to the Secretary to
vacate his order.

(f) Each of Messrs. Goldstein, Dakos and Samuels is a citizen of the United
States.


ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of clients of
Brooklyn Capital Management.


ITEM 4. PURPOSE OF TRANSACTION
The shares of HTWO reported herein were acquired by Brooklyn Capital Management
on behalf of its clients for investment purposes.


ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)  As per the S-1/A filed on March 21, 2013, there were 20,539,875 shares
outstanding as of March 21, 2013. The percentage set forth herein was derived
using such number. BCM, Phillip Goldstein, Andrew Dakos and Steven Samuels are
deemed to be the beneficial owner of 1,350,000 shares of HTWO (or 6.57% of the
outstanding shares) solely by virtue of BCM's power to direct the vote of, and
dispose of, these shares. These 1,350,000 shares of HTWO are also beneficially
owned by clients of BCM. The Reporting Persons disclaim beneficial ownership of
these shares, except to the extent of any pecuniary interest therein.

(b)  BCM has sole power to dispose of and vote the 1,350,000 shares.
Messrs. Goldstein, Dakos and Samuels are control persons of BCM.


c) During the past 60 days the following shares of HTWO were purchased:

Date:		        Shares:		Price:
3/22/13			1,350,000	10.0000


d) Clients of BCM are entitled to receive any dividends or sales proceeds.

e) NA

ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
BCM has agreed to vote its shares for any transaction that the board approves.


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
See exhibit A


After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: 4/2/2013

By: /S/ Phillip Goldstein
Name:   Phillip Goldstein

By: /S/ Andrew Dakos
Name:   Andrew Dakos


By: /S/ Steven Samuels
Name:   Steven Samuels

BROOKLYN CAPITAL MANAGEMENT, LLC
By: /s/ Andrew Dakos
Andrew Dakos, Member

Footnote 1: The reporting persons disclaim beneficial ownership except
to the extent of any pecuniary interest therein.

Exhibit A:

Agreement to Make Joint Filing

	Agreement made as of the 1st day of April, 2013, by and among
Brooklyn Capital Management, LLC, Phillip Goldstein, Andrew Dakos, and
Steven Samuels.

WHEREAS, Rule 13d-1(k)(1) under the Securities Exchange Act of 1934 provides
that whenever two or more persons are required to file a statement containing
the information required by Schedule 13D with respect to the same securities,
only one such statement need be filed, so long as, among other things, such
filing includes as an exhibit an agreement among such persons that such a
statement is filed on behalf of each of them;

WHEREAS, in connection with certain holdings of H2 Financial Management, Inc.
(HTWO), each of the parties to this Agreement is required to file a statement
containing the information required by Schedule 13D with respect to the same
holdings of HTWO;

NOW THEREFORE, the parties hereby agree that one statement containing the
information required by Schedule 13D shall be filed on behalf of each party
hereto.

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the day and year first written above.


By:/s/ Phillip Goldstein	By:/s/ Andrew Dakos
	Phillip Goldstein	Andrew Dakos


	                   BROOKLYN CAPITAL MANAGEMENT, LLC

By: /s/ Steven Samuels	   By: /s/ Andrew Dakos
	Steven Samuels	   Andrew Dakos, Member


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>