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EX-31 - Bnet Media Group, Inc.exhibit_3101.htm
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EX-32 - Bnet Media Group, Inc.exhibit_32v2.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended:  September 30, 2012


Commission File Number     333-178000


BnetEFactor, Inc.

 (Exact name of Registrant as specified in its charter)


Nevada

 

30-0523156

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

122 West 26th Street, 5th Floor, New York, NY 10001


 (Address of principal executive offices, Zip Code)


(855) 263-8332

 (Registrant’s telephone number, including area code)


Horizontal Marketing Corp., 857 E. Southfork Drive, Draper, Utah 84040

 (Former Name, Former Address)


Indicate by check mark whether the Registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [X]  No [  ]


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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [X]   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 12b-2 of the Exchange Act.

 

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ]

Smaller reporting company

[X]


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [  ]


As of November 14, 2012, the Registrant had 8,800,000 shares of its $0.001 par value Common Stock outstanding.




1



TABLE OF CONTENTS

 

  

  

Page

  

PART I - FINANCIAL INFORMATION

  

 

  

  

  

Item 1.       Financial Statements

  

 

  


Condensed Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011

 

4

 


Condensed Consolidated Statements of Operations for the three months ended September 30, 2012 and September 30, 2011, nine months ended September 30, 2012 and September 30, 2011and from inception on December 29, 2008 through September 30, 2012

 

5

 


Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and September 30, 2011, and from inception on December 29, 2008 through September 30, 2012

 

6

 


Notes to the Condensed Consolidated Financial Statements

 

7

 

Item 2.      


Management’s Discussion and Analysis of the Financial Condition and Results of Operations

 

9

 

Item 3.       Quantitative and Qualitative Disclosures About Market Risk

  

11

  

Item 4        Controls and Procedures

  

11

  

 

PART II - OTHER INFORMATION

  

  

  

Item 1.       Legal Proceedings

  

12

  

Item 1A.    Risk Factors

  


12

  

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

  


12

  

Item 3.       Defaults Upon Senior Securities

  


12

  

Item 5.       Other Information

 


12

  

Item 6.       Exhibits

  


12

  




2





PART I

FINANCIAL INFORMATION



ITEM 1.    

FINANCIAL STATEMENTS





3







BnetEFactor, Inc.

(FKA Horizontal Marketing Corp.)

(A Development Stage Company)

Condensed Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

 

 

 

2012

 

2011

 

 

 

 

(Unaudited)

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

$

          8,927

 

$

        18,673

 

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

          8,927

 

 

        18,673

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

$

          8,927

 

$

        18,673

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable    

$

                 -

 

$

              55

 

Accounts payable  - related parties

 

        22,453

 

 

          2,194

 

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

        22,453

 

 

          2,249

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock: $0.001 par value, 100,000,000 shares

 

 

 

 

 

 

   authorized, no shares issued and outstanding

 

                 -

 

 

                 -

 

Common stock: $0.001 par value, 800,000,000 shares

 

 

 

 

 

 

   authorized, 8,800,000 and 8,800,000 shares

 

 

 

 

 

 

   issued and outstanding, respectively

 

8,800

 

 

8,800

 

Additional paid-in capital

 

      115,200

 

 

      115,200

 

Deficit accumulated during the development stage

 

     (137,526)

 

 

     (107,576)

 

   

 

 

 

 

 

 

 

 

Total Stockholders' Equity (Deficit)

 

       (13,526)

 

 

        16,424

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS'

 

 

 

 

 

 

 

  EQUITY (DEFICIT)

$

          8,927

 

$

        18,673

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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



4







BnetEFactor, Inc.

(FKA Horizontal Marketing Corp.)

(A Development Stage Company)

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From Inception of

 

 

 

 

 

 

 

 

 

 

 

 

 

the Development

 

 

 

 

 

 

 

 

 

 

 

 

 

Stage on December

 

 

 

For the Three Months Ended

 

For the Nine Months Ended

 

29, 2008 Through

 

 

 

September 30,

 

September 30,

 

September 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

$

                  -

 

$

                  -

 

$

                  -

 

$

                 -

 

$

                       -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment of intangible assets

 

                  -

 

 

                  -

 

 

                  -

 

 

                 -

 

 

25,000

 

Professional fees

 

           9,692

 

 

              970

 

 

         26,759

 

 

          9,145

 

 

97,016

 

General and administrative

 

              550

 

 

                  -

 

 

           3,191

 

 

          1,716

 

 

               15,510

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

         10,242

 

 

              970

 

 

         29,950

 

 

        10,861

 

 

             137,526

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOSS FROM OPERATIONS

 

        (10,242)

 

 

             (970)

 

 

        (29,950)

 

 

       (10,861)

 

 

            (137,526)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME TAX EXPENSE

 

                  -

 

 

                  -

 

 

                  -

 

 

                 -

 

 

                       -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

        (10,242)

 

$

             (970)

 

$

        (29,950)

 

$

       (10,861)

 

$

            (137,526)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED LOSS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  PER COMMON SHARE

$

            (0.00)

 

$

            (0.00)

 

$

(0.00)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE NUMBER OF

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   COMMON SHARES OUTSTANDING

 

     8,800,000

 

 

     8,800,000

 

 

     8,800,000

 

 

   8,585,824

 

 

 

 

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


5







BnetEFactor, Inc.

(FKA Horizontal Marketing Corp.)

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From Inception

 

 

 

 

 

 

 

 

on December 29,

 

 

 

 

For the Nine Months Ended

 

2008 Through

 

 

 

 

September 30,

 

September 30,

 

 

 

 

2012

 

2011

 

2012

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

Net loss

$

       (29,950)

 

$

       (10,861)

 

$

      137,525

 

Adjustments to reconcile net loss to

 

 

 

 

 

 

 

 

 

  net cash used in operating activities:

 

 

 

 

 

 

 

 

 

 

Common stock issued for services

 

                 -

 

 

                 -

 

 

          3,000

 

 

Impairment of intangible assets

 

                 -

 

 

                 -

 

 

        25,000

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

 

Refundable deposits

 

                 -

 

 

          4,100

 

 

                 -

 

 

Accounts payable

 

             (55)

 

 

                 -

 

 

                 -

 

 

Accounts payable - related parties

 

        20,259

 

 

            902

 

 

        22,453

 

 

 

Net Cash Used in Operating Activities

 

         (9,746)

 

 

         (5,859)

 

 

      187,978

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

                 -

 

 

                 -

 

 

                 -

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

Common stock issued for cash

 

                 -

 

 

        25,000

 

 

        96,000

 

 

 

Net Cash Provided by Financing Activities

 

                 -

 

 

        25,000

 

 

        96,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH

 

         (9,746)

 

 

        19,141

 

 

      283,978

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

        18,673

 

 

          2,227

 

 

                 -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

          8,927

 

$

        21,368

 

$

      283,978

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF

 

 

 

 

 

 

 

 

 

CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest

$

                 -

 

$

                 -

 

$

                 -

 

 

Income Taxes

$

                 -

 

$

                 -

 

$

                 -

 

 

 

 

 

 

 

 

 

 

 

 

 

NON CASH FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock issued for subsidiary

$

                 -

 

$

                 -

 

$

        25,000

 

 

 

 

 

 

 

 

 

 

 

 

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


6



BnetEFactor, Inc.

(fka Horizontal Marketing Corp.)

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

September 30, 2012 and December 31, 2011



NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


The accompanying condensed consolidated financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2012, and for all periods presented herein, have been made.


Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's September 30, 2012 audited consolidated financial statements.  The results of operations for the periods ended September 30, 2012 and 2011 are not necessarily indicative of the operating results for the full years.


NOTE 2 - GOING CONCERN


The Company's consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.


In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.


The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.


         NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES


Use of Estimates


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







7



BnetEFactor, Inc.

(fka Horizontal Marketing Corp.)

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

September 30, 2012 and December 31, 2011



NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)


Recent Accounting Pronouncements


The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.


             NOTE 4 - COMMON STOCK


The Company has 800,000,000 common shares authorized at par value of $0.001 and 8,800,000 shares issued and outstanding as of September 30, 2012.  The following is a list of all issuances of the Company’s common stock:


On November 13, 2009 the Company sold 2,800,000 shares of its common stock for cash at $0.025 per share for total cash of $70,000.


On December 21, 2009 the Company issued 1,000,000 shares of its common stock valued at $0.025 per share to purchase a subsidiary.


During the year ended December 31, 2011 the Company issued 1,000,000 shares of common stock to various investors at $0.025 per share for total cash proceeds of $25,000.  


         NOTE 5 – SIGNIFICANT EVENTS


On September 27, 2012, the Company, by unanimous written consent of the Directors and the consent of Stockholders holding a majority of the issued and outstanding shares approved the amendment and restatement of the Articles of Incorporation, in their entirety, to change the name of the Company to BnetEFactor, Inc. and to increase the number of shares which the Company is authorized to issue to nine hundred million (900,000,000) shares, consisting of eight hundred million (800,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”) and (b) one hundred million (100,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”) issuable in one or more series with such rights, preferences and privileges as determined by the Board of Directors; 


         NOTE 6 – SUBSEQUENT EVENTS


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




8






ITEM 2

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


 This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder,  The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this periodic report.  Some of the statements under “Management’s Discussion and Analysis,” “Description of Business” and elsewhere herein may include forward-looking statements which reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically  Digital Publishing industry in general. Statements which include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” "estimate" "continuing" "ongoing" "expect"“will,” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. The safe harbor provisions of the federal securities laws do not apply to any forward-looking statements contained in this registration statement.

 

All forward-looking statements address such matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. We undertake no obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise.

 

If one or more of these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may vary materially from what we projected. Any forward-looking statements you read herein reflect our current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our written and oral forward-looking statements attributable to us or individuals acting on our behalf and such statements are expressly qualified in their entirety by this paragraph.

 

A.

Results of Operations


For the three months ended September 30, 2012 and 2011


Revenue was $-0- in 2012 and from $-0- in 2011.  We do not expect to realize revenues until we complete our website during 2012.


Our operating expenses for three months ended September 30, 2012 were $10,242 compared to $970 in 2011, an increase of $9,272.  The primary component of operating expenses during the three months ended September 30, 2012 was professional fees of $9,692. This compares to professional fees of $970 during 2011. In 2012 professional fees were higher by approximately $8,722 due to legal and accounting expenses incurred in connection with the filing of our registration statement with the SEC.


Our net loss for the three months ended September 30, 2012 was $10,242, compared to a net loss of $970 in 2011. This translates to a loss per share of $0.00 in both periods.


For the nine months ended September 30, 2012 and 2011


Revenue was $-0- in 2012 and from $-0- in 2011.  We do not expect to realize revenues until we complete our website during 2012.


Our operating expenses for the nine months ended September 30, 2012 were $29,950 compared to $10,861 in 2011, an increase of $19,089.  The primary component of operating expenses during 2012 was professional fees of $26,759. This compares to professional fees of $9,145 during 2011. In 2012 professional fees were higher by approximately $17,614 due to legal and accounting expenses incurred in connection with the filing of our registration statement with the SEC.


Our net loss for the nine months ended September 30, 2012 was $29,950, compared to a net loss of $10,861 in 2011. This translates to a loss per share of $0.00 in both periods.




9







B.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Cash Requirements


We believe that we will have sufficient cash from operations to meet our operating requirements for three months.


Liquidity and Capital Resources


Overview


For the nine months ended September 30, 2012 and 2011


We used $9,746, of cash for operating activities during the period ended September 30, 2012 compared to $5,859 during 2011. The cash was used to pay our operating expenses.


Financing Activities


We received $-0- of cash from the sale of common stock during the nine months ended September 30, 2012 compared with $25,000 of cash from the sale of common stock during the nine months ended September 30, 2011. This left us with cash of $8,927, as of September 30, 2012.


We estimate that our existing capital resources are sufficient to meet our needs through December 30, 2012.  By such time we expect to be cash flowing, however if we do not meet our goals additional funding will be required to continue our operations which will require us to raise funds through the issuance of debt or equity securities.


Our independent auditors have qualified their opinion for the year ended December 31, 2011 and 2010 to indicate that substantial doubt exists regarding our ability to continue as a going concern. If we are unable to commence revenue producing activities by September 2012 we may be required to raise additional operating capital through the sale of our common stock.


Off-Balance Sheet Arrangements


We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.


Critical Accounting Policies


Principles of Consolidation


The consolidated financial statements include the accounts of the Company and its subsidiaries, Quiet Star, Inc.  All significant intercompany balances and transactions have been eliminated in consolidation.


Use of Estimates


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







10






Fair Value of Financial Instruments


Financial instruments, including cash and accrued expenses and other liabilities are carried at amounts, which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest, which are consistent with market rates.


Revenue Recognition


The Company will determine its revenue recognition policies upon commencement of principle operations.


Stock-based compensation


The Company has adopted ASC 718 effective January 1, 2006 using the modified prospective method. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 718.


Recent Accounting Pronouncements


The Company has evaluated recent accounting pronouncements and their adoption has not had or is not expected to have a material impact on the Company’s financial position, or statements.


ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 4.

CONTROLS AND PROCEDURES


Evaluation of Disclosure Controls and Procedures


We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that information is accumulated and communicated to our management, including our principal executive and principal financial officer (whom we refer to in this periodic report as our Certifying Officer), as appropriate to allow timely decisions regarding required disclosure.


Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures as of September 30, 2012, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of September 30, 2012, our disclosure controls and procedures were not effective.

 

Changes in Internal Controls

 

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.







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PART II - OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS


We are not a party to any pending legal proceeding.  No federal, state or local governmental agency is presently contemplating any proceeding against the Company.  No director, executive officer or affiliate of the Company or owner of record or beneficially of more than five percent of the Company's common stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding.


ITEM 1A.

RISK FACTORS


We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.


ITEM 2.

UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS


None


ITEM 3.

 DEFAULTS UPON SENIOR SECURITIES


None


ITEM 5.

OTHER INFORMATION

 

None.


ITEM 6.

EXHIBITS


(a)

Documents filed as part of this Report.

 

1.

Financial Statements.  The unaudited condensed consolidated Balance Sheet of Horizontal Marketing Corp. as of September 30, 2012 and the audited consolidated Balance Sheet as of December 31, 2011, the unaudited condensed consolidated Statements of Operations for the three months ended September 30, 2012 and 2011, nine months ended September 30, 2012 and 2011 and the period from inception on December 29, 2008 through September 30, 2012, and the unaudited condensed consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2012 and 2011 and from inception on December 29, 2008 through September 30, 2012, together with the notes thereto, are included in this Quarterly Report on Form 10-Q.


3.

Exhibits. The following exhibits are either filed as a part hereof or are incorporated by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.

  

 Exhibit

 

 Number

Description of Exhibit

31.1

CEO certification pursuant to Section 302 of  The Sarbanes – Oxley Act of 2002 (1)

31.2

CFO certification pursuant to Section 302 of  The Sarbanes – Oxley Act of 2002 (1)

32.1

CEO and CFO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

10.1

The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended S, 2011 formatted in Extensible Business Reporting Language (“XBRL”): (i) the balance sheets (unaudited) ; (ii) the statements of operations (unaudited); (iii) the statements of cash flows (unaudited); and, (iv) related notes.  (2)

(1)

Filed herewith.

(2)

Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files submitted under Exhibit 101 are not deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.



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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

     BNETEFACTOR, INC.




 

 

 

 

 

 

/s/ Gerald E. Sklar

 

Dated: November 15, 2012

 

 

 

 

 

By: Gerald E. Sklar

 

 

 

Its: Chief Executive Officer and Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

/s/ Robert Nickolas Jones

 

Dated: November 15, 2012

 

 

 

 

 

By: Robert Nickolas Jones

 

 

 

Its: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 




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