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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2013 

 

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

 

FOR THE TRANSITION PERIOD FROM _____________ TO _____________

 

Commission File Number 333-178000

 

Bnet Media Group, Inc.


 (Exact name of registrant as specified in its charter)

 

NEVADA

30-0523156

(State or other jurisdiction of

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

incorporation or organization)

 

 

 

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


10001

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code: 


(917) 720-3541


Securities registered pursuant to Section 12(b) of the Act:

 

None.

 

Securities registered pursuant to Section 12(g) of the Act:

 

None.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 [  ]

 



1


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 [  ] No [X]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   [X]


Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the 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 [  ]



The issuer's revenues for the most recent fiscal year ended December 31, 2013 were $0.


The aggregate market value of the voting and non-voting common equity held by non-affiliates as of the last business day of the registrants most recently completed second fiscal quarter was $0, as there was no public market for the registrants common stock as of December 31, 2013.


State the number of shares of the issuers common stock outstanding, as of the latest practicable date: The issuer had

16,208,000 shares of common stock issued and outstanding as of March 18, 2014.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

  List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933.  The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).  None.




2


FORM 10-K

 

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2013


TABLE OF CONTENTS


Part I

 

Item 1. Business

4

 

7

Item 1A. Risk Factors




Item 1B. Unresolved Staff Comments

9



Item 2. Properties

9

 


Item 3. Legal Proceedings

9

 


Item 4. Mine Safety Disclosures

9


Part II

 

Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

10

 


Item 6. Selected Financial Data

11

 


Item 7. Managements Discussion and Analysis or Plan of Operation

11



Item 7A. Quantitative and Qualitative Disclosures About Market Risk

12

 


Item 8. Financial Statements and Supplementary Data

F-1

 


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

13

 


Item 9A. Controls and Procedures

13

 


Item 9B. Other Information

13


Part III

 

Item 10. Directors, Executive Officers and Corporate Governance

14

 


Item 11. Executive Compensation

17

 


Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

19

 


Item 13. Certain Relationships and Related Transactions, and Director Independence

19

 


Item 14. Principal Accountant Fees and Services

20

 

 

Part IV

 

 

Item 15. Exhibits, Financial Statement Schedules

22




3


PART I


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

We caution you that this report contains forward-looking statements regarding, among other things, financial, business, and operational matters.

 

All statements that are included in this Annual Report, other than statements of historical fact, are forward-looking statements. Forward-looking statements involve known and unknown risks, assumptions, uncertainties, and other factors. Statements made in the future tense, and statements using words such as may, can, could, should, predict, aim potential, continue, opportunity, intend, goal, estimate, expect, expectations, project, projections, plans, anticipates, believe, think, confident scheduled or similar expressions are intended to identify forward-looking statements. Forward-looking statements are not a guarantee of performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and are beyond our control. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein.    We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this report and readers should carefully review this report in its entirety, including the risks described in Item 1A. - Risk Factors. We disclaim any obligation to update any of these forward-looking statements as a result of new information, future events, or otherwise, except as expressly required by law.


OTHER PERTINENT INFORMATION


References in this Form 10-K, unless another date is stated, are to December 31, 2013. As used herein, the Company, Horizontal Marketing Corp., BnetEFactor, Inc., Bnet Media Group, Inc., we, us, our and words of similar meaning all refer to Bnet Media Group, Inc.


ITEM 1. Business


Overview of the Companys Formation and Recent Events


Bnet Media Group, Inc. was incorporated under the laws of the State of Nevada on December 29, 2008, under the name Horizontal Marketing Corp. for the purpose of providing marketing services to companies and individuals. The Company is a development stage enterprise and has not yet realized any revenues from operations. The Companys efforts, to date, have focused primarily on the development and implementation of our business plan.  The Company lacked the resources required to effectively develop a digital publishing business and, therefore, engaged in a search for a strategic business partner or a merger or acquisition partner with the resources to establish a business and provide greater value to its stockholders.


According to our prior managements disclosure in our periodic reports we did not have any business or operations and under SEC Rule 12b-2 under the Securities Exchange Act of 1934, therefore we are considered a shell company until we closed the below described transaction with bNET Communications, Inc., a Nevada corporation (BNET). We are considered a shell company because we have no or nominal assets and nor or nominal operations and no employees.  Prior to the transaction with BNET, we were actively seeking to acquire assets or shares of an entity actively engaged in business that generates revenues, in exchange for our securities.  Our purpose was to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to us by persons or firms who or which desire to seek the perceived advantages our company may offer. 


.

On August 30, 2013, Anthony E. Sklar and Gerald E. Sklar each acquired 1,400,000 shares of Horizontal Marketing Corp. from a third party.


On September 4, 2013, Bradley R. Jones, the former President and controlling shareholder of Horizontal Marketing Corp., entered into a Stock Purchase Agreement with Anthony E. Sklar, Gerald E. Sklar, Marion Freijsen and Adriaan Reinders, whereby Mr. Jones sold all of his 5,000,000 restricted shares of common stock, $0.001 par value



4


per share (the Shares), and Anthony E. Sklar purchased 550,000 Shares, Gerald E. Sklar purchased 550,000 Shares, Marion Freijsen purchased 1,950,000 Shares, and Adriaan Reinders purchased 1,950,000 Shares.


As a result of the aforementioned transactions, the following four shareholders collectively owned 7,800,000 Shares as set forth below which approximate 88.86% of our then 8,800,000 issued and outstanding shares of common stock as follows:


Marion Freijsen .....1,950,000 Shares;

Adriaan Reinders....1,950,000 Shares;

Gerald E. Sklar . 1,950,000 Shares;

Anthony E. Sklar .. 1,950,000 Shares.


On September 27, 2012, by unanimous written consent of the our directors and the consent of stockholders holding a majority of the issued and outstanding shares of common stock approved the amendment and restatement of the Articles of Incorporation, in their entirety, to:


·

Change our name to BnetEFactor, Inc.;

·

Increase the number of shares that we are 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 our Board of Directors; and

·

Adopt Article 11, which provides that the approval of not less than 75% of the outstanding shares of the Common Stock shall be required to approve the following matters:


(1) The removal of any director of the Corporation; or

(2) The sale of all or substantially all of the assets of the Corporation;

(3) Any amendment, alteration, or repeal of the indemnification provisions set forth in Article 10.; and

(4) Any amendment, alteration, or repeal of this Article 11.


Amended and Restated Bylaws


Also on September 27, 2012, the Company by unanimous written consent of our Board of Directors and the consent of stockholders holding a majority of our issued and outstanding shares, voted to approved the amendment and restatement of the By-laws, in their entirety, to provide that that any bylaw or amendment to the bylaws adopted by the Board of Directors will require the vote of 2/3 of the Companys Board of Directors. The Amended and Restated Bylaws became effective on September 27, 2012.



I.

Proposed Acquisition of Assets of bNET Communications, Inc.


On November 30, 2012, BnetEFactor, Inc. entered into an Asset Purchase Agreements (the Bnet Asset Purchase Agreement) with bNET Communications, Inc., a Nevada corporation (BNET), pursuant to which we have agreed to purchase BNETs digital media library in exchange for shares of our common stock. BNET operates bnetTV.com, and bnetTV, a content aggregator, internet broadcasting, publishing company and accredited media organization, that creates and distributes video content pertaining to new technology, primarily at corporate and consumer, events, trade shows and conferences. BNET, through its subsidiaries, has been streaming live broadcasts of corporate annual meetings over the internet for many large and small firms, awards shows for various industries.


The total number of shares of our Common Stock to be issued to BNET will be 3,100,000 shares. The closing is subject to a number of conditions, among which requires BNET to provide us with (1) audited financial statements for the fiscal years ended December 31, 2011 and 2010, and unaudited financial statements for the nine-month periods ended September 30, 2013 and 2011, along with a the audit report, with respect to the fiscal years ended December 31, 2011 and 2010, issued by a PCAOB registered firm; (2) a report of the value of the BNET Assets established by the independent fair market valuation; (3) the Companys principal shareholders submit 7,800,000 shares of the Companys Common Stock for cancellation and exchange for a like number of shares of the



5


Companys Series A Preferred Stock; (4) the Company receives all approvals and clearance from all financial industry regulatory authority, state regulatory agencies and/or Depository Trust Company with respect to a proposed the 16-for-1 forward stock split (the Forward Split) of the of the Companys common stock; and (5) all approvals and clearance from all regulatory authorities with respect to the proposed acquisition.


BNETs digital media library consists of thousands of recorded conference programs and interviews. BNET provides professional video and media content over IP based networks for emerging technology companies and any individuals interested in those companies.


BNET is principally controlled by Gerald E. Sklar, our Chairman, CEO and Secretary and Anthony Sklar, our Chief Technology Officer. At the time the we entered into the Bnet Asset Purchase Agreement, both Gerald E. Sklar and Anthony Sklar each had beneficial ownership of 1,950,000 shares of our Common Stock, or collectively 3,900,000 shares of 44.3% of our 8,800,000 outstanding shares of Common Stock. As result of their control position, our proposed acquisition of the bNET assets cannot be deemed to be an arms-length transaction..


II.

Acquisition of Additional Control Shares and Resignation of Certain Directors


On March 12, 2013, Anthony E. Sklar acquired 1,943,000 shares of our restricted common stock from Adriaan Reinders and Gerald E. Sklar acquired 1,943,500 shares of our restricted common stock from Marion Freijsen. As a result, Anthony E. Sklar beneficially owns of record 3,893,500 shares or approximately 44.2% of our outstanding common stock and Gerald E. Sklar, beneficially owns of record 3,893,500 shares or approximately 44.2% of our outstanding common stock. Gerald E. Sklar is the father of Anthony E. Sklar.


Concurrently with the above referenced acquisition of the control shares from Adriaan Reinders and Marion Freijsen, Adriaan Reinders, Marion Freijsen, Thomas Trainer, and James E. Solomon all resigned as officers and directors and David M. Young and Arnold James Sopczak were appointed as directors to serve along with current directors Gerald E Sklar, Michael Wehrs, and Anthony E. Sklar, until our next annual meeting of the shareholders and until their successors are duly appointed:


On March 15, 2013, by unanimous written consent of our Directors and the consent of Stockholders holding a majority of our issued and outstanding shares approved an amendment to our Articles of Incorporation changing our name to BNET MEDIA GROUP, INC. The name change became effective on March 19, 2013.





6


ITEM 1A. Risk Factors


Before you invest in our securities, you should be aware that there are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual report before you decide to purchase our securities. If any of the following risks and uncertainties develops into actual events, our business, financial condition or results of operations could be materially adversely affected.


Our auditors have raised substantial doubts as to our ability to continue as a going concern.


Our consolidated financial statements have been prepared assuming we will continue as a going concern. Since inception we have experienced recurring losses from operations, which losses have caused an accumulated deficit of approximately $219,057 as of December 31, 2013


These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.   We do not have any operations and are considered as shell company under Federal securities laws. Our operating expenses associated with maintaining our status as a public company and undertaking efforts to identify a business combination or merger partner are estimated at $50,000 annually. We do not presently have sufficient working capital to fund these expenses and anticipate that we will continue to incur losses in future periods until we are successful in completing a business combination with an operating entity.  If for some reason we are not able to consummate the proposed acquisition of BNET within a reasonable period of time, we may not have sufficient resources to continue meeting our reporting obligations with the Securities and Exchange Commission or other obligations which arise from our minimal operations.  If we were to fail to continue to meet our SEC reporting obligations the attractiveness of our vehicle to an operating company would be severely diminished and our ability to consummate a business combination would be in jeopardy.

 

At December 31, 2013, we did not have an operating business.


At December 31, 2013, we did not have any operating business and we do not presently have sufficient capital to fund our expenses for the next 12 months. Our plans include a business combination with BNET. We cannot assure you that such a strategy will provide you with a positive return on your investment, and it may in fact result in a substantial dilution to your ownership and/or voting power in the Company, including a potential decrease in the value of your stock. These factors will substantially increase the uncertainty, and thus the risk, of investing in our stock.


We are deemed a Shell Company as such we are subject to additional reporting and disclosure requirements that may affect our short-term prospects to implement our business plan and could result in a loss of your entire investment.


The Securities and Exchange Commission ("SEC") adopted Rule 405 of the Securities Act and Exchange Act Rule 12b-2 which defines a shell company as a registrant that has no or nominal operations, and either (a) no or nominal assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets consisting of any amount of cash and cash equivalents and nominal other assets. Our balance sheet states that we have cash as our only asset; therefore, we are defined as a shell company. The rules prohibit shell companies from using a Form S-8 to register securities pursuant to employee compensation plans. However, the rules do not prevent us from registering securities pursuant to registration statements. Additionally, the rule regarding Form 8-K requires shell companies to provide more detailed disclosure upon completion of a transaction that causes it to cease being a shell company. We must file a current report on Form 8-K containing the information required pursuant to Regulation S-K and in a registration statement on Form 10, within four business days following completion of a transaction together with financial information of the private operating company. In order to assist the SEC in the identification of shell companies, we are also required to check a box on Form 10-Q and Form 10-K indicating that we are a shell company. To the extent that we are required to comply with additional disclosure because we are a shell company, we may be delayed in executing any mergers or acquiring other assets that would cause us to cease being a shell company.




7


Shares of our common stock that have not been registered under the Securities Act of 1933, as amended, regardless of whether such shares are restricted or unrestricted, are subject to resale restrictions imposed by Rule 144, including those set forth in Rule 144(I), which apply to a shell company. In addition, any shares of our common stock that are held by affiliates, including any received in a registered offering, will be subject to the resale restrictions of Rule 144 (I).


Pursuant to Rule 144 of the Securities Act of 1933, as amended (Rule 144), a shell company is defined as a company that has no or nominal operations; and, either no or nominal assets; assets consisting solely of cash and cash equivalents; or assets consisting of any amount of cash and cash equivalents and nominal other assets. As such, we are a shell company pursuant to Rule 144, and as such, sales of our securities pursuant to Rule 144 are not able to be made until 1) we have ceased to be a shell company"; 2) we are subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended; and, 3) have filed all of our required periodic reports for at least the previous one year period prior to any sale pursuant to Rule 144; and a period of at least twelve months has elapsed from the date Form 10 information has been filed with the Commission reflecting the Companys status as a non-shell company. If less than 12 months has elapsed since the Company ceases being a shell company, then only registered securities can be sold pursuant to Rule 144. Therefore, any restricted securities we sell in the future or issue to consultants or employees, in consideration for services rendered or for any other purpose will have no liquidity until and unless such securities are registered with the Commission and/or until a year after we cease to be a shell company and have complied with the other requirements of Rule 144, as described above. As a result, it may be harder for us to fund our operations and pay our consultants with our securities instead of cash. Furthermore, it will be harder for us to raise funding through the sale of debt or equity securities unless we agree to register such securities with the Commission, which could cause us to expend additional resources in the future. Our status as a shell company could prevent us from raising additional funds, engaging consultants, and using our securities to pay for any acquisitions (although none are currently planned), which could cause the value of our securities, if any, to decline in value or become worthless. Lastly, any shares held by affiliates, including shares received in any registered offering, will be subject to the resale restrictions of Rule 144(i).


There is no assurance of a public market or that the Common Stock will ever trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock.


There is no established public trading market for our common stock. Our shares are not and have not been listed or quoted on any exchange or quotation system. There can be no assurance that a market maker will agree to file the necessary documents with FINRA, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved or that a regular trading market will develop or that if developed, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.


Our Common Stock is considered a Penny Stock which is subject to restrictions on marketability, so you may not be able to sell your shares.


If our common stock becomes tradable in the secondary market, we will be subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customers account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These



8


requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.


We are not required to file Proxy Statements pursuant to the Securities Exchange Act of 1934, which may impede your ability to obtain information about our business and operations.


Upon effectiveness of this registration statement we will be subject to Section 15(d) of the Exchange Act unless we file a Form 8A to register our common stock under Section 12 of the Securities Exchange Act of 1934. Pursuant to section 15(d) we are not required to file proxy statements. Proxy statements may be useful to investors in assessing corporate business decisions such as how management is paid and potential conflict-of-interest issues with auditors. Proxy statements may include but are not limited to:


·

Voting procedure and information;

·

Background information about the company's nominated directors including relevant history in the company or industry, positions on other corporate boards, and potential conflicts of interest;

·

Board compensation;

·

Executive compensation, including salary, bonus, non-equity compensation, stock awards, options, and deferred compensation. Also, information is included about perks such as personal use of company transportation, travel, and tax gross-ups. Many companies will also include pre-determined payout packages if an executive leaves the company; and

·

Who is on the audit committee, as well as a breakdown of audit and non-audit fees paid to the auditor;


We are subject to section 15(d) of the Exchange Act. We may never file a Form 8A to register our common stock under Section 12 of the Securities Exchange Act of 1934.  If we do not file a Form 8A, we are not required to file proxy statements and it may impede your ability to obtain information about our business and operations which may have a negative effect on your investment.


Our Board of Directors has the authority, without Stockholder approval, to issue Preferred Stock with terms that may not be beneficial to Common Stockholders and with the ability to affect adversely Stockholder voting power and perpetuate their control over the Company.


Our Articles of Incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our board of directors also has the authority to issue preferred stock without further stockholder approval, including large blocks of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

  

ITEM 1B.  UNRESOLVED STAFF COMMENTS.


Not applicable to a smaller reporting company.


ITEM 2. Properties


The Company neither rents nor owns any properties. The Company utilizes the office of its management at no cost.


ITEM 3. Legal Proceedings


We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.


ITEM 4. Mine Safety Disclosures

 

Not applicable.



9


PART II


ITEM 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


No Public Market for Common Stock


There is currently no public trading market for our Common Stock and no such market may ever develop. While we intend to seek and obtain quotation of our Common Stock for trading on the OTC Bulletin Board (OTCBB), there is no assurance that our application will be approved. An application for quotation on the OTC Bulletin Board must be submitted by one or more market makers who: 1) are approved by the Financial Industry Regulatory Authority ("FINRA"), 2) who agree to sponsor the security, and 3) who demonstrate compliance with SEC Rule 15(c)2-11 before initiating a quote in a security on the OTC Bulletin Board. In order for a security to be eligible for quotation by a market maker on the OTC Bulletin Board, the security must be registered with the SEC and the company must be current in its required filings with the SEC. There are no listing requirements for the OTC Bulletin Board and accordingly no financial or minimum bid price requirements. We intend to cause a market maker to submit an application for quotation to the OTC Bulletin Board upon the effectiveness of this registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.


Holders of Our Common Stock

 

As of March 14, 2014, we had 22 shareholders of our common stock.

   

Rule 144 Shares

 

All shares of our Common Stock that are "restricted securities" as defined under Rule 144 promulgated under the Securities Act may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Pursuant to Rule 144, one year must elapse from the time a shell company, as defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act, ceases to be a shell company and files Form 10 information with the SEC, during which time the issuer must remain current in its filing obligations, before a restricted shareholder can resell their holdings in reliance on Rule 144. Form 10 information is equivalent to information that a company would be required to file if it were registering a class of securities on Form 10 under the Exchange Act. Under Rule 144, restricted or unrestricted securities, that were initially issued by a reporting or non-reporting shell company or a company that was at anytime previously a reporting or non-reporting shell company, can only be resold in reliance on Rule 144 if the following conditions are met: (1) the issuer of the securities that was formerly a reporting or non-reporting shell company has ceased to be a shell company; (2) the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (3) the issuer of the securities has filed all reports and material required to be filed under Section 13 or 15(d) of the Exchange Act, as applicable, during the preceding twelve months (or shorter period that the Issuer was required to file such reports and materials), other than Form 8-K reports; and (4) at least one year has elapsed from the time the issuer filed the current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.


At the present time, we are classified as a shell company under Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act. As such, all restricted securities presently held by the founders of our company may not be resold in reliance on Rule 144 until: (1) we file Form 10 information with the SEC when we cease to be a shell company; (2) we have filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (3) one year has elapsed from the time we file the current Form 10 type information with the SEC reflecting our status as an entity that is not a shell company. See also the factor entitled Shareholders who hold unregistered shares of our Common Stock are subject to resale restrictions pursuant to Rule 144, due to our status as a shell company, above.


Stock Option Grants

 

None.

 



10


Transfer Agent and Registrar


Our independent stock transfer agent is Colonial Stock Transfer Company, 66 Exchange Place, Salt Lake City, UT 84111, telephone (801) 355-5740. Website: www.colonialstock.com.


Recent Sales of Unregistered Securities


None.


Issuer Purchases of Equity Securities


None.

 

Item 6. Selected Financial Data


Not applicable to smaller reporting issuers.


Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations


The following discussion of our financial condition and results of operation for 2013 and 2012 should be read in conjunction with the financial statements and the notes to those statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Item 1A. Risk Factors, Cautionary Notice Regarding Forward-Looking Statements and Business sections in this Form 10-K.  We use words such as anticipate, estimate, plan, project, continuing, ongoing, expect, believe, intend, may, will, should, could, and similar expressions to identify forward-looking statements.


Liquidity and Capital Resources


As of December 31, 2013, we had assets of $529 comprised exclusively of cash. We had $87,799 in liabilities as of December 31, 2013. We can provide no assurance that it can continue to satisfy its cash requirements for at least the next twelve months.  Management will make periodic advances to us as needed to meet our working capital shortfall.


The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities for the years ended December 31, 2013 and 2012.






December 31, 2013




December 31, 2012



Net Cash (Used in) Operating Activities


$

(5)



$

(18,139)



 

 

 

 

 

 

 

 

Net Cash (Used in) Investing Activities


$

-



$

-



 

 

 

 

 

 

 

 

Net Cash Provided by Financing Activities


$

-



$

-



 

 

 

 

 

 

 

 

Net Increase (Decrease) in Cash


$

5)



$

(18,139)



 

 

 

 

 

 

 

 



We have nominal assets and has generated no revenues for the years ended December 31, 2013 and December 31, 2012. We are also dependent upon the receipt of capital investment or other financing to fund its ongoing operations and to execute its business plan, which includes acquiring the digital media assets of the private operating company BNET  Communications, Inc. We believe we will be able to meet these costs through borrowing or advances from management or affiliates of management. In addition, we are dependent upon certain related parties to provide



11


continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement its plan of operations.


Results of Operations


We have not conducted any active operations for the years ended December 31, 2013 and December 31, 2012. We have not generated any revenues since our inception.  It is unlikely we will have any revenues unless we are able to complete the transactions contemplated by the Acquisition Agreement with BNET Communications, Inc. or, alternatively, effect an acquisition or merger with another operating company, of which there can be no assurance. It is management's assertion that these circumstances may hinder our ability to continue as a going concern. Our plan of operation for the next twelve months shall be to consummate the transactions contemplated by the Acquisition Agreement.


For the years ended December 31, 2013, and December 31, 2012 we had a net loss of $63,581 and $47,900, respectively consisting of legal, accounting, audit, and other professional service fees incurred in relation to the preparation and filing of our periodic reports and general, administrative, and interest expenses.


Off-Balance Sheet Arrangements


We do not have any 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 that is material to investors.


Contractual Obligations


Item 7A. Quantitative and Qualitative Disclosures About Market Risk


Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a smaller reporting company, as defined by Rule 229.10(f)(1).

 

 




12


Item 8. Financial Statements and Supplementary Data



INDEX TO FINANCIAL STATEMENTS


Reports of MaloneBailey, LLP, Independent Registered Public Accounting Firm

F-2



Reports of Sadler, Gibb & Associates, Independent Registered Public Accounting Firm

F-3

 


Balance Sheets




Statements of Operations


 


Statements of Stockholders' Equity (Deficit)


 


Statements of Cash Flows


 


Notes to Financial Statements







F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Board of Directors

Bnet Media Group, Inc.

New York, New York

 

We have audited the accompanying consolidated balance sheets of Bnet Media Group, Inc. formerly known as BnetEFactor, Inc. (collectively, the Company), as of December 31, 2013 and 2012, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the management of the Company. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 Bnet Media Group, Inc. as of December 31, 2013 and 2012, and the results of their operations and their cash flows for the years then ended 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. As discussed in Note 3 to the financial statements, the Company has suffered losses from operations and has deficits in cash flows from operating activities, which raises substantial doubt about its ability to continue as a going concern. Management's plans regarding these matters also are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ MALONE BAILEY, LLP

www.malonebailey.com

Houston, Texas

 

March 19, 2014




[f13dec31form10kbnetmediav001.jpg]






F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors

Horizontal Marketing Corp.

(A Development Stage Company)

(Currently known as Bnet Media Group, Inc., fka BnetEFactor, Inc.)


We have audited the accompanying consolidated balance sheets of Horizontal Marketing Corp. (currently known as Bnet Media Group, Inc., formerly known as BnetEFactor, Inc.), as of December 31, 2011, and the related consolidated statements of operations, stockholders equity and cash flows for the year then ended and for the period from inception on December 29, 2008 through December 31, 2011. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.  


We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.


In our opinion the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Horizontal Marketing Corp., as of December 31, 2011, and the results of their consolidated operations and their cash flows for the year then ended and for the period from inception on December 29, 2008 through December 31, 2011, in conformity with U.S. generally accepted accounting principles.


The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in the notes to the consolidated financial statements, the Company had incurred substantial accumulated losses as of December 31, 2011, which raises substantial doubt about its ability to continue as a going concern. Managements plans concerning these matters are also described in the notes to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.




/s/ Sadler, Gibb & Associates, LLC


Salt Lake City, UT

March 21, 2012


[f13dec31form10kbnetmediav002.jpg]

Bnet Media Group, Inc.

(A Development Stage Company)

Consolidated Balance Sheets










ASSETS














December 31,


December 31,





2013


2012





 


 

 

CURRENT ASSETS
















Cash

$

            529


$

            534












Total Current Assets

 

            529


 

            534












TOTAL ASSETS

$

            529


$

            534










LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)










CURRENT LIABILITIES
















Accounts payable    

$

        48,667


$

        32,010


Accounts payable-related parties

 

        39,132


 

                 -












Total Current Liabilities

 

        87,799


 

        32,010












Total Liabilities

 

        87,799


 

                 -










STOCKHOLDERS' EQUITY (DEFICIT)
















Preferred stock: $0.001 par value, 100,000,000 shares authorized, consisting of the following Series:







Series A Preferred: $0.001 par value, 20,000,000 shares

   authorized, 7,787,000 issued and outstanding


          7,787



                 -


Series B Preferred: $0.001 par value, 20,000,000 shares







   authorized, no shares issued and outstanding


                 -



                 -


Series C Preferred: $0.001 par value, 20,000,000 shares







   authorized, no shares issued and outstanding


                 -



                 -


Series D Preferred: $0.001 par value, 20,000,000 shares







   authorized, no shares issued and outstanding


                 -



                 -


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







   authorized, 16,208,000 and 140,800,000 shares


 



 


   issued and outstanding, respectively


16,208



140,800


Additional paid-in capital


      107,792



       (16,800)


Deficit accumulated during the development stage

 

     (219,057)


 

     (155,476)


   









Total Stockholders' Equity (Deficit)

 

       (87,270)


 

       (31,476)












TOTAL LIABILITIES AND STOCKHOLDERS'

 



 




  EQUITY (DEFICIT)

$

            529


$

            534










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


Bnet Media Group, Inc.

(A Development Stage Company)

Consolidated Statements of Operations












From Inception of









the Development









Stage on December





For the Years Ended


29, 2008 Through





December 31,


December 31,





2013


2012


2013













REVENUES


$

-


$

-


$

-













OPERATING EXPENSES























Impairment of intangible assets



-



-



25,000


Professional fees



59,406



44,584



174,247


General and administrative



4,175



3,316



19,810















Total Operating Expenses



63,581



47,900



219,057













LOSS FROM OPERATIONS



(63,581)



(47,900)



(219,057)













INCOME TAX EXPENSE



-



-



-













NET LOSS


$

(63,581)


$

(47,900)


$

(219,057)













BASIC AND DILUTED LOSS










PER COMMON SHARE


$

(0.00)


$

(0.00)
















WEIGHTED AVERAGE NUMBER OF










COMMON SHARES OUTSTANDING



72,189,063



16,208,000
















The accompanying notes are an integral part of these financial statements



Bnet Media Group, Inc.

(A Development Stage Company)

Consolidated Statements of Stockholders' Equity (Deficit)

































Deficit


















Accumulated


Total












Additional


During the


Stockholders'


Preferred Stock


Common Stock


Paid-In


Development


Equity

 


Shares


Amount


Shares


Amount


Capital


Stage


(Deficit)

 




















Balance at inception of the



















  Development-stage on December 29, 2008

-


$

-


-


$

-


$

-


$

-


$

-

  Common stock issued for services

-



-


48,000,000



48,000



 (45,000)



-



3,000

  Common stock issued for cash

-



-


16,000,000



16,000



 (15,000)



-



1,000

Net loss for the year



















   ended December 31, 2008

-


 

-


-


 

-


 

-


 

 (3,500)


 

 (3,500)




















Balance December 31, 2008

-



-


64,000,000



64,000



 (60,000)



 (3,500)



500

   Common stock issued for cash

-



-


44,800,000



44,800



25,200



-



70,000

   Common stock issued for acquisition of subsidiary

-



-


16,000,000



16,000



9,000



-



25,000

 Net loss for the year



















   ended December 31, 2009

-


 

-


-


 

-


 

-


 

 (28,616)


 

 (28,616)




















Balance, December 31, 2009

-



-


124,800,000



124,800



 (25,800)



 (32,116)



66,884

Net loss for the year ended



















  December 31, 2010

-


 

-


-


 

-


 

-


 

 (59,950)


 

 (59,950)




















Balance, December 31, 2010

-



-


124,800,000



124,800



 (25,800)



 (92,066)



6,934

   Common stock issued for cash

-



-


16,000,000



16,000



9,000



-



25,000

Net loss for the year ended















   




  December 31, 2011

-


 

-


-


 

-


 

-


 

 (15,510)


 

 (15,510)




















Balance, December 31, 2011

-



-


140,800,000



140,800



 (16,800)



 (107,576)



16,424

Net loss for year ended



















 December 31, 2012

-


 

-


-


 

-


 

-


 

 (47,900)


 

 (47,900)




















Balance, December 31, 2012

-


 

-


140,800,000


 

140,800


 

 (16,800)


 

 (155,476)


 

 (31,476)

   Common stock cancelled

-



-


(124,592,000)



(124,592)



124,592



-



-

   Series A Preferred stock issued for settlement of accounts payable by related parties

        7,787,000



7,787


-



                 -



                 -



                 -



          7,787

Net loss for year ended



















  December 31, 2013

-


 

-


-


 

-


 

-


 

 (63,581)


 

 (63,581)




















Balance, December 31, 2013

7,787,000


$

7,787


16,208,000


$

16,208


$

107,792


$

 (219,057)


$

 (87,270)




















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


Bnet Media Group, Inc.

(A Development Stage Company)

Consolidated Statements of Cash Flows











From Inception









on December 29,





For the Years Ended


2008 Through





December 31,


December 31,





2013


2012


2013













CASH FLOWS FROM OPERATING ACTIVITIES






















Net loss

$

     (63,581)


$

(47,900)


$

         (219,057)


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:











Accounts payable


        16,657



        29,761



            48,667



Change in Related Party Payable

 

        46,919


 

-


 

            46,919
















Net Cash Used in Operating Activities

 

               (5)


 

       (18,139)


 

           (95,471)













CASH FLOWS FROM FINANCING ACTIVITIES























Common stock issued for cash

 

                 -


 

                 -


 

            96,000




 












Net Cash Provided by Financing Activities

 

                 -


 

                 -


 

            96,000















NET INCREASE (DECREASE) IN CASH


               (5)



       (18,139)



                529















CASH AT BEGINNING OF PERIOD

 

            534


 

        18,673


 

                     -















CASH AT END OF PERIOD

$

            529


$

            534


$

                529

























SUPPLEMENTAL DISCLOSURES OF









 

CASH FLOW INFORMATION






















CASH PAID FOR:























Interest

$

                 -


$

                 -


$

                     -



Income Taxes

$

                 -


$

                 -


$

                     -














NON CASH FINANCING ACTIVITIES:























Common stock issued for subsidiary

$

                 -


$

                 -


$

            25,000



Cancellation of common stock

$

      124,592


$

                 -


$

          124,592



Issuance of series A preferred stock for settlement of











 accounts payable related parties

$

7,787


$

  -


$

  7,787













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






F-7

Bnet Media Group, Inc.

 (A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS


Nature of Business

Bnet Media Group, Inc. (FKA BnetEFactor, Inc.), (the Company), was incorporated in the state of Nevada on December 29, 2008 for the purpose of providing marketing services to companies and individuals. The Company is a development stage enterprise and has not yet realized any revenues from operations. The Companys efforts, to date, have focused primarily on the development and implementation of our business plan.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.


Principles of Consolidation

The accompanying consolidated financial statements for the years ended December 31, 2013 and 2012 include the accounts of the Company. All significant intercompany balances and transactions have been eliminated in consolidation.


Use of Estimates

The preparation of the consolidated 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.


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.


Advertising Costs

The Companys policy regarding advertising is to expense advertising when incurred. The Company incurred advertising expense of $-0- and $-0- during the years ended December 31, 2013 and 2012, respectively.


Provision for Taxes

The Company applies ASC 740, which requires the asset and liability method of accounting for income taxes.  The asset and liability method requires that the current or deferred tax consequences of all events recognized in the consolidated financial statements are measured by applying the provisions of enacted tax laws to determine the amount of taxes payable or refundable currently or in future years. Deferred tax assets are reviewed for recoverability and the Company records a valuation allowance to reduce its deferred tax assets when it is more likely than not that all or some portion of the deferred tax assets will not be recovered.








F-9

Bnet Media Group, Inc.

 (A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


The Company adopted ASC 740, at the beginning of fiscal year 2008. This interpretation requires recognition and measurement of uncertain tax positions using a more-likely-than-not approach, requiring the recognition and measurement of uncertain tax positions. The adoption of ASC 740 had no material impact on the Companys consolidated financial statements.


Loss per Common Share

Basic earnings (loss) per share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share include the dilutive effect, if any, from the potential exercise of stock options using the treasury stock method. At December 31, 2013 and 2012, the Company had no dilutive common equivalent shares.




For the Year ended

December 31,

2013

For the Year ended

December 31,

2012

Loss (numerator)


$(63,581)        

$         (47,900)

Shares (denominator)


72,189

16,208

Per share amount


$             (0.00)

$             (0.00)


Cash and Cash Equivalents

The Company considers all highly liquid investment with an original maturity of three months or less to be cash equivalents.  At December 31, 2013 and 2012, cash and cash equivalents include cash on hand and cash in the bank.


Concentration of Credit Risk

The Company maintains its operating cash balances in a commercial bank.  The Federal Depository Insurance Corporation (FDIC) insures accounts at each institution up to $250,000.


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 Companys financial position or statements.


NOTE 3 - 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.





F-9

Bnet Media Group, Inc.

 (A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 3 - GOING CONCERN (CONTINUED)


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. These factors raise substantial doubt about the Companys ability to continue as a going concern.


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 4 STOCKHOLDERS EQUITY


On June 6, 2013, the Company completed a 1-for-16 forward split of the outstanding common stock so that for every 1 share of common stock held beneficially or of record by a Stockholder, that Stockholder is entitled to receive 15 additional shares of Common Stock as a deemed dividend.


On June 6, 2013, the Company, by unanimous written consent of the Directors and the consent of the Stockholders holding a majority of the issued and outstanding shares of Common Stock, approved the creation of the Class of Series A Preferred Stock (the Series A Preferred). The key rights and preferences associated with the Series A Preferred Stock are summarized below:


Number in Class. The Series A Preferred shall consist of 20,000,000 shares, $0.001 par value per share.


Dividend Rights. In each calendar year, the holders of the then outstanding Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of any funds and assets of the Company legally available therefore, noncumulative dividends in an amount equal to any dividends or other Distribution on the Common Stock in such calendar year (other than a Common Stock Dividend).


Participation Rights. Dividends shall be declared pro rata on the Common Stock and the Series A Preferred Stock on a pari passu basis according to the number of votes per share entitled to be voted by such holders at the time of such dividend.


Non Cash Dividends. Whenever a dividend or Distribution shall be payable in property other than cash (other than a Common Stock Dividend), the value of such dividend or Distribution shall be deemed to be the fair market value of such property as determined in good faith by the Board.


Liquidation Rights.  In the event of any liquidation, dissolution or winding up of the Company; whether voluntary or involuntary, the funds and assets of the Company that may be legally distributed to the Companys shareholders, first to the holders of each share of Series A Preferred Stock then outstanding and prior and in preference to any payment or distribution (or any setting a part of any payment or distribution) of any available funds and assets on any shares of Common Stock or subsequent series of preferred stock.





F-10

Bnet Media Group, Inc.

 (A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 4 STOCKHOLDERS EQUITY (CONTINUED)


Redemption. The Company shall not have any redemption rights relating to the Series A Preferred Stock.


Voting Provisions.  Each share of Series A Preferred Stock shall be entitled to sixteen (16) votes on any matter properly brought before the Companys shareholders for a vote.


On June 19, 2013, the Companys board of directors authorized the Company to reserve up to 10,500,000 shares of its common stock, par value $0.001 per share, for issuance pursuant to the terms and conditions set forth in the Companys 2013 Non-Qualified Stock Option and Award Plan (the Plan), under which options to acquire stock of the Company or bonus stock may be granted from time to time to employees, including of officers and directors of the Company and/or its subsidiaries. In addition, at the discretion of the board of directors or other administrator of the Plan, options to acquire stock of the Company or bonus stock may from time to time be granted under the Plan to other individuals who contribute to the success of the Company or its subsidiaries but who are not employees of the Company. All options to acquire stock issued under the Plan are exercisable at $0.10 share.  The Plan became effective immediately on adoption by the board of directors. However, the Plan will be submitted for approval by those shareholders of the Company who are entitled to vote on such matters at a duly held shareholders' meeting or approved by the unanimous written consent of the holders of the issued and outstanding Stock of the Company. If the Plan is presented at a shareholders' meeting, it shall be approved by the affirmative vote of the holders of a majority of the issued and outstanding voting stock in attendance, in person or by proxy, at such meeting. Notwithstanding the foregoing, the Plan may be approved by the shareholders in any other manner not inconsistent with the Company's articles of incorporation and bylaws, the applicable provisions of state corporate laws, and the applicable provisions of the Code and regulations adopted thereunder.


On August 28, 2013, the Company created a class of Series B, C and D Preferred Stock (the Series A Preferred). The key rights and preferences associated with the Series B, C, and D Preferred Stock are summarized below:


Number in Class. The Series B, C and D Preferred shall each consist of 20,000,000 shares, $0.001 par value per share.


Dividend Rights. In each calendar year, the holders of the then outstanding Series B, C, and D Preferred Stock shall be entitled to receive, when, as and if declared by the Board, out of any funds and assets of the Company legally available therefore, noncumulative dividends in an amount equal to any dividends or other Distribution on the Common Stock in such calendar year (other than a Common Stock Dividend).


Conversion Rights. The shares of the Series B, C, and D Preferred Stock are convertible into any other securities of the Company.


Liquidation Rights. In the event of any voluntary or involuntary liquidation (whether complete or partial), dissolution, or winding up of the Corporation, the holders of the 2013 Series B, C, and D Preferred Stock shall be entitled to be paid out of the assets of the Corporation available for distribution to its shareholders, whether from capital, surplus, or earnings, dollar value invested per share plus all unpaid dividends previously accrued thereon, to the date of final distribution.  No distribution shall be made on any common stock or other series of preferred stock of the Corporation by reason of any voluntary or involuntary liquidation (whether complete or partial), dissolution, or winding up of the Corporation unless






F-11

Bnet Media Group, Inc.

 (A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 4 STOCKHOLDERS EQUITY (CONTINUED)


each holder of any Series B, C or D Preferred Stock shall have received all amounts to which such holder shall be entitled.


Redemption. Subject to the requirements and limitations of the corporation laws of the state of Nevada, the Company shall have the voluntary right to redeem up to 100 percent (100%) of the shares of the Series B, C, and D Preferred Stock outstanding at any time from the date of issuance pursuant to written notice of redemption given to the holders thereof on not less than 30 days, or at any time agreed upon specifying the date. Series B, C, and D Preferred Stock shall be redeemed (the "Redemption Date"). The redemption price for each share of Series B, C, and D Preferred Stock outstanding shall be at the invested amount per share plus any unpaid dividends, if applicable, on such share as of the Redemption Date (the "Redemption Price").  The Redemption Price shall be paid in cash.


Voting Provisions.  The holders of the 2013 Series B, C, and D Preferred Stock shall be entitled to one (1) vote per shares of the Series B, C, and D Preferred Stock and to vote with the Common Stock of the Corporation on all matters submitted to a vote of Common Stockholders for all purposes. Except as otherwise provided herein or by the laws of the State of Nevada, the holders of the Series B, C, and D Preferred Stock and Common Stockholders shall vote together as one class on all matters submitted to shareholder vote of the Corporation.  So long as all or any shares of the Series B, C, and D Preferred Stock remain outstanding, without the approval of at least fifty-one percent (51%) of all outstanding shares of the Preferred Stock, voting separately as a single class, the Corporation shall not (i) authorize or issue any shares, or securities convertible into shares having preference over the 2013 Series A Preferred Stock with respect to the payment of dividends or rights upon dissolution, liquidation, winding up of the Corporation, or distribution of assets; (ii) sell, lease or convey (other than by mortgage) all or substantially all of the property or business of the Corporation, (iii) enter into any debenture, note or other debt instrument that would take priority to the liquidation preference of the Preferred Series A Preferred Stock or otherwise encumber the Company's fixed assets and/or intellectual property, other than in the ordinary course of business (e.g., receivables financing, equipment leases, revolving line of credit, etc), and (iv) increase the number of shares of authorized  Preferred Stock nor amend, alter, or repeal any of the provisions of its Certificate of Incorporation in any manner which materially adversely affects the preferences, privileges, restrictions or other rights of the  Series A Preferred Stock.


The Company has 800,000,000 common shares authorized at par value of $0.001 and 8,800,000 shares issued and outstanding at December 31, 2012.  The following is a list of all issuances of the Companys common stock:


On December 29, 2008, the Company issued 4,000,000 shares of its common stock valued at $0.001 per share to former affiliates for cash and services rendered valued at $0.001 per share or $4,000.


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.






F-12

Bnet Media Group, Inc.

 (A Development Stage Company)

Notes to Consolidated Financial Statements

December 31, 2013 and 2012

NOTE 4 STOCKHOLDERS EQUITY (CONTINUED)


On June 13, 2013, we entered into a Share Exchange Agreement with related parties, both of whom are officers and directors of the Company and also the beneficial owners of approximately 86% of the Companys common stock Common Stock.  Under the terms of the Share Exchange Agreement, the Shareholders exchange 124,592,000 shares of the Companys Common Stock in consider for 7,787,000 shares of the Companys Series A Preferred Stock, par value $0.001 per share (the Series A Preferred) and the cancellation of $7,747 in accounts payable due the related parties. On closing of the transaction under the Share Exchange Agreement, the related parties beneficially owned no shares of the Companys Common Stock.


NOTE 5 INCOME TAXES


Net deferred tax assets consist of the following components as of December 31, 2013 and 2012:



December 31, 2013

December 31, 2012

Net operating loss carryover

$            47,103

$            53,071

Stock issued for services

-

(1,020)

Impairment expense

-

(8,500)

Valuation allowance

(47,103)

(43,551)

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 tax rates of 34% to pretax income from continuing operations for the periods ended December 31, 2013 and 2012.


At December 31, 2013, the Company had net operating loss carry forwards of approximately $138,537 that may be offset against future taxable income through 2032.  No tax benefit has been reported in the December 31, 2013, financial statements since the potential tax benefit is offset by a valuation allowance of the same amount.


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 are subject to annual limitations. A change in ownership may limit net operating loss carry forwards in future years.


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 are subject to annual limitations. A change in ownership may limit net operating loss carry forwards in future years.


NOTE 6 RELATED PARTY TRANSACTIONS


As of December 31, 2013, the Company is indebted to a related party for the amount of $39,132. This amount is unsecured, non-interest bearing, and due on demand.






F-13

 

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure


Dismissal of Independent Registered Public Accounting Firm.


The firm Sadler, Gibb & Associates, L.L.C. (Sadler Gibb) served as our independent registered accounting firm in 2011 and 2010. The audit reports of Sadler Gibb on our financial statements during the periods for the years ended December 31, 2011 and December 31, 2010, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports stated there is substantial doubt about our ability to continue as a going concern.  On March 13, 2013 we dismissed Sadler Gibb as our independent registered public accounting firm. The decision to dismiss Sadler Gibb was approved by our board of directors on March 13, 2013 and we notified Sadler Gibb of their dismissal on March 13, 2013.


On March 13, 2013, we engaged, MaloneBailey, LLP (MaloneBailey) to serve as our independent registered public accounting firm for the year ending December 31, 2012. During the fiscal years ended December 31, 2011 and 2010, and the subsequent interim periods preceding MaloneBaileys engagement, neither we nor anyone on our behalf consulted with MaloneBailey regarding the application of accounting principles to any specific completed or contemplated transaction, or the type of audit opinion that might be rendered on our financial statements, and MaloneBailey did not provide any written or oral advice that was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue or any matter that was the subject of a disagreement or a reportable event, as such terms are defined in Item 304(a)(1) of Regulation S-K.



Item 9A. Controls and Procedures


(a)           

Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. 

 

 

(b)           

This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the Company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

 

 

(c)           

Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.


Item 9B. Other Information


None.












13


 

Part III

 

Item 10. Directors, Executive Officers and Corporate Governance


As of March 31, 2014, our executive officers were as follows:


Executive officers and directors


Name

Age

Positions


Gerald E. Sklar


75


Chief Executive Officer, President and Chairman of the Board

Robert Nickolas Jones

35

Chief Financial Officer

Anthony E. Sklar

43

Chief Operating Officer, Chief Technology Officer and Director

David M. Young

69

Secretary and Director

Michael Wehrs

47

Director

Arnold James Sopczak

50

Director


All Directors of our Company hold office until the next annual meeting of the shareholders or until their successors have been elected and qualified.  The executive officers of our Company are appointed by our Board of Directors and hold office until their death, resignation or removal from office.  Our Directors and executive officers, their ages, positions held, and duration as such, are as follows:

 

Gerald E. Sklar Director, Chairman of the Board, President, and CEO.


Gerald (Gerry) has more than 50 years of management and financial expertise, and he has raised more than two hundred million dollars in financing for public and non-public companies. Gerry currently serves as the President, Chief Executive Officer (CEO) and Chairman of the Board of bNET Communications, Inc. a content aggregator, internet broadcasting company and an accredited media organization that creates and distributes video content pertaining to new technology, primarily at corporate and consumer events, trade shows, and conferences. The company specializes in streaming live broadcasts of corporate annual meetings over the Internet for many large and small firms, streaming awards shows for various business sectors, and providing extensive conference coverage for a variety of fields, including mobile, healthcare, display, wireless, and other technologies. The company provides more than 2.5 million streams per month, and has a global audience exceeding 7 million. Since 2001, Gerry has also served as the President, CEO and Chairman of the Board of BNET Communications parent corporation, Winmax Trading Group, Inc. Gerrys experience includes serving as an Officer and Director of American Benefits Group, Inc., a gem resource mining firm with operations in Madagascar (1997 2002); and a Director of Seaboard an officer and director of the Corporation.  Life Insurance Company, where he helped lead a merger team to acquire other insurance companies. Since 1989, Gerry has also been self-employed in the field of finance. Gerry holds a Bachelor of Arts Degree in Economics from the University of British Columbia in Vancouver, British Columbia, Canada. After graduation, he worked as an accountant and auditor for a Vancouver accounting firm from 1964 1970.


Anthony E. Sklar Director, Chief Operating, and Chief Technology Officer.


Anthony (Tony) has more than 10 years of experience in the management and technical areas of internet broadcasting. One of the pioneers of online video broadcasting, he currently serves as the Chief Operating Officer (COO) and Director of bNET Communications, Inc. a content aggregator, internet broadcasting company and an accredited media organization that creates and distributes video content pertaining to new technology, primarily at corporate and consumer events, trade shows, and conferences. The company specializes in streaming live broadcasts of corporate annual meetings over the Internet for many large and small firms, streaming awards shows for various business sectors, and providing extensive conference coverage for a variety of fields, including mobile, healthcare, display, wireless, and other technologies. The company provides more than 2.5 million streams per month, and has a global audience exceeding 7 million. A founding member of bNET, Tony is the lead anchor, managing editor and Director of Programming for the award-winning network. In his leadership role, Tony has been instrumental in the growth of the company. As an accomplished anchor, Mr. Sklar has interviewed many heads of state, government officials, and organizational leaders from around the globe, as well as many corporate leaders, including Allan



14


 

Mulally, Ted Turner, and Anne Bouverot. Further, Tony has more than 10 years of experience in the financial sector, beginning with on-the-ground-reporting at the NYSE, the NASDAQ and the NYMEX. Tony has completed many courses in the financial services field, including financial planning, and the required CFA classes. His diverse educational background also includes studies in Biology, Life Sciences, Biotechnology and Anthropology.


Robert Nickolas Jones Chief Financial Officer


Nickolas (Nick) received a Bachelor of Arts degree in Economics from Brigham Young University in 2002, before attending Delta Connections Academy to become a professional airline pilot. After working as a pilot for Mesa Airlines, in 2007 Nick began working as an accounting consultant for J&J Consultants, LLC, in Farmington, Utah. During his time at J&J Consultants, Nick  has provided accounting services for various private and public companies, as well as the SEC Edgarizing services for public companies. Nick is also currently serving as the CFO of AD Systems, Inc. He lives in Clearfield, Utah, and is working towards a Masters Degree in Accounting at Weber State University.


David M. Young Director, Secretary


David has been a Director and Vice-President of Present of Eastern Asteria Inc. (formally Winmax Trading Group, Inc.) since June 2001. From July 1989 to May 2001, David was a customer relations representative at American Benefits Group, Inc., a resource exploration company. From 1989 to 1998, David was self-employed in the area of marketing. In 1985 David founded Typetech Office Systems Major Distributor for Brothers Electronic Products and IBM Products. He has been was involved in the Oil Industry, with Production in Drayton Valley in the Province of Alberta. He attended the University of Calgary, Canada. He also had an Anthological Program on National Radio.  He is well remembered for his Hockey skills playing hockey with the Edmonton Oilers when it was still a triple "A" team for the National Hockey League.


Michael Wehrs Director


Michael (Mike) has extensive experience in the wireless industry, having held several key positions. Currently, he is the Chief Executive Officer (CEO) and President of Scanbuy a global provider of mobile barcode solutions that use the camera phone to allow users to access product descriptions, coupons, contests, promotions and other information. Its Cloud-based code management platform is used by numerous well-recognized brands, including the Olympics, Coca Cola, Staples, Home Depot, Panasonic, and HP. Since joining Scanbuy, Mike has secured 8 million dollars in funding, deployed two monetization strategies, doubled the size of the organization, closed 45 annual contracts to license the Scanlife platform, and substantially grown the revenues of the company. Most recently, Mike was the Global CEO and President of the Mobile Marketing Association (MMA). There, he directed all activities of the MMA and provided leadership for its 700 members, representing more than 40 countries worldwide, including aggregators, agencies, brands, carriers, and developers. Mike has also held executive management positions at Nuance Communications, Inc., Microsoft Corporation, AOL, & Ignition.


Arnold James Sopczak Director


Born and raised in Edmonton, Alberta, Canada, Arnold graduated Southern Alberta Institute of Technology with a mechanics certification. Since 1981, Arnold worked in various positions at V.M.S Sales and Rentals, of Motor Homes and Campers, a family owned manufacturer and lessor of custom built recreation vehicles until 1989. Shortly after co-founded K & F Rollshutters Mfg., Ltd., where he has served as Vice President since 1998.  K&F Rollshutters Mfg., Ltd provides product from Europe, into North America.  Arnold is an avid Trout Fisherman. He has served on the executive committee as president of the Edmonton Trout Fishing Club (est. 1953) and in other various executive positions within that organization. During his tenure he has met with Government Cabinet Ministers of Sustainable Resource Development of Alberta in an effort to ensure the wet lands of Alberta are preserved. Arnold also served on The Muir Lake Project executive committee.  This project was one of the first of its kind in Alberta.  The project included working with various levels of government, as well as organizing fund raising and work party groups.






15


 

Family Relationships


Other that the father and son relationship between Gerald E. Sklar and Anthony E. Sklar, there are no other family relationships between any of our directors or officers.

 

Involvement in Certain Legal Proceedings

 

Our Directors, executive officers and promoters have not been involved in any of the following events during the past ten years:

 1.

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 

2.

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

3.

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; or

 

4.

being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.


Compliance with Section 16(a) of the Exchange Act


The Company is not subject to the requirements of Section 16(a) of the Securities Exchange Act of 1934.

 

Code of Ethics and Business Conduct


In 2013 we adopted a Code of Ethics and Business Conduct which applies to our officers, directors and employees.  The Code of Ethics and Business Conduct are written standards that are reasonably designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us, compliance with applicable governmental laws, rules and regulations, the prompt internal reporting of violations of the code to an appropriate person or persons identified in the code, and accountability for adherence to the code.  We will provide a copy, without charge, to any person desiring a copy of the Code of Ethics and Business Conduct, by written request to, 122 West 26th Street, 5th Floor, New York, NY 10001, Attention: Corporate Secretary.


Committees of the Board


We currently do not have nominating, compensation or audit committees or committees performing similar functions do we have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have such committees, at this time, because the functions of such committees can be adequately performed by the Board of Directors.

 

We do not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. Our Board of Directors believe that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. We do not currently have any specific or minimum criteria for the election of nominees for Directors and we do not have any specific process or procedure for evaluating such nominees. Our Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.




16


 

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President and Director, Mr. Gerald E. Sklar, at the address appearing on the first page of this filing.

 

Audit Committee Financial Expert

 

Our Board of Directors has determined that we do not have a board member that qualifies as an audit committee financial expert as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as "independent" as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

 

We believe that our Board of Directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Board of Directors of our Company does not believe that it is necessary to have an audit committee because management believes that the functions of an audit committee can be adequately performed by the Board of Directors. In addition, we believe that retaining an independent Director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.


Risk Oversight


Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors approach to risk oversight includes understanding the critical risks in our business and strategy, evaluating our risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.


We promote accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that we file with the Securities and Exchange Commission (the SEC) and in other public communications made us; and strive to be compliant with applicable governmental laws, rules and regulations. We have not formally adopted a written code of business conduct and ethics that governs our employees, officers and Directors as we not required to do so at this time.


Our Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of our financial statements and other services provided by our independent public accountants. Our Chief Executive Officer and Chief Financial Officer review our internal accounting controls, practices and policies.


Item 11. Executive Compensation


We have not paid, nor do we owe, any compensation to our executive officers. We have not paid any compensation to our officers since inception. We have no employment agreements with any of our executive officers or employees.


SUMMARY COMPENSATION TABLE

 

 

Name and Principal Position

Year

(3)

Salary

($)

Bonus

($)

Stock Awards

($)

Option Awards

($)

Non-Equity Incentive Plan Compensation

($)

Nonqualified Deferred Compensation Earnings

($)

All

Other Compensation

($)

Total

($)

 

 

 

 

 

 

 

 

 

 

 

 

Gerald E. Sklar

PRES (1)

2013

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 


2012

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 

 










Anthony Sklar

CTO (2)

2013

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 


2012

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 

 










 

Adriaan Reinders

PRES (1)

2013

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 


2012

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 

 










 

Marion Freijsen

COO (2)

2013

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 


2012

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 

 










 

R. Nickolas Jones

CFO (3)

2013

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 


2012

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 

 










 

David M. Young

Sec (4)

2013

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 


2012

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 

 










 

Bradley Jones

President (5)

2013

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 


2012

Nil

Nil

Nil

Nil

Nil

Nil

Nil

Nil

 

 










 


(1)

Adriaan Reinders served as President from September 5, 2013 until Gerald E. Sklar became President of the Company on March 13, 2013.

(2)

Marion Freijsen served as Chief Operating Officer from September 5, 2013 until Anthony E. Sklar became COO of the Company on March 13, 2013.

(3)

R. Nickolas Jones became CFO on September 5, 2013.

(4)

David M. Young become Secretary on March 13, 2013.

(5)

Bradley Jones resigned as President of the Company on September 5, 2013.

 

Options/SAR Grants

 

Since inception we have not granted any stock options or stock appreciation rights to any of our Directors or executive officers.


Compensation of Directors


There are no arrangements pursuant to which Directors are or will be compensated in the future for any services provided as a Director.


Long-Term Incentive Plans and Awards

 

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance. No individual grants or agreements regarding future payouts under non-stock price-based plans have been made to any executive officer or any Director or any employee or consultant since our inception; accordingly, no future payouts under non-stock price-based plans or agreements have been granted or entered into or exercised by any of the officers or Directors or employees or consultants since we were founded.

  



18


 

Item 12. Security Ownership of Certain Beneficial Owners and Management and related Stockholder Matters


The following table sets forth, as of March 18, 2013, certain information with respect to the beneficial ownership of our common stock by each shareholder known by us to be the beneficial owner of more than 5% of our common stock and Class A Preferred multiple voting stock by our current Directors and executive officers.  The shareholders have sole voting and investment power with respect to the shares of common stock, and Class A Preferred multiple voting stick except as otherwise indicated.  Beneficial ownership consists of a direct interest in the shares of common stock, and Class A Preferred multiple voting stock except as otherwise indicated. Beneficial ownership is determined in accordance with the rules of the promulgated by the Commission and includes voting and/or investing power with respect to securities.


 Title of Class



 Name and Address of Beneficial Owner

 Amount and Nature of Beneficial Ownership

 Percentage of Class (1)

Preferred Stock (1)



Gerald E. Sklar

President and Director

3,893,500

50.0% (2)

 



 

 

 

Preferred  Stock (1)



Anthony E. Sklar

Chief Technology Officer and Director

3,893,500

50.0% (2)

Common Stock



R. Nickolas Jones

Chief Financial Officer

0


 



 

 

 

Common Stock                               




Mike Wehrs      

Director

0

   0

Common Stock                                            



Arnold Sopczak                                                                           Director

0

   0

Common Stock



David Young

Secretary and Director

0



                                 











All officers and Directors as a Group

(6 persons)



 

7,787,000

0

100% Preferred

0% Common


(1)

Based on 7,787,000 shares of our Class A Preferred Stock outstanding as of March 18, 2014.

(2)

The shareholders have sole voting and investment power with respect to the shares of common stock, except as otherwise indicated.  Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities.

 

Changes in Control

 

We are unaware of any contract, or other arrangement or provision of our Articles of Incorporation or Bylaws, the operation of which may at a subsequent date result in a change of control of our Company.


Item 13. Certain relationships and related Transactions, and Director Independence


Proposed Acquisition of Assets of bNET Communications, Inc.


On November 30, 2013, we entered into an Asset Purchase Agreements (the BNET Asset Purchase Agreement) with bNET Communications, Inc., a Nevada corporation (BNET), pursuant to which we have agreed to purchase BNETs digital media library in exchange for shares of our common stock.  The total number of shares of our Common Stock to be issued to BNET will be 3,100,000 shares. The closing is subject to a number of conditions, among which requires BNET to provide us with (1) audited financial statements for the fiscal years ended December 31, 2011 and 2010, and unaudited financial statements for the nine-month periods ended September 30, 2013 and 2011, along with a the audit report, with respect to the fiscal years ended December 31, 2011 and 2010, issued by a PCAOB registered firm; (2) a report of the value of the BNET Assets established by the independent fair market valuation; (3) the Companys principal shareholders submit 7,800,000 shares of the Companys Common Stock for cancellation and exchange for a like number of shares of the Companys Series A Preferred Stock; (4) the Company



19


 

receives all approvals and clearance from all financial industry regulatory authority, state regulatory agencies  and/or Depository Trust Company with respect to a proposed the 16-for-1 forward stock split (the Forward Split) of the of the Companys common stock;  and (5) all approvals and clearance from all regulatory authorities with respect to the proposed acquisition.


BNET is principally controlled by Gerald E. Sklar, our Chairman, CEO and President and Anthony Sklar, our Chief Operating Officer and Chief Technology Officer. Both Gerald E. Sklar and Anthony E. Sklar each have beneficial ownership of 3,893,500 shares of our Common Stock, or collectively 7,787,000 shares or approximately 88.48% of the Companys 8,800,000 outstanding shares of Common Stock. As result of their control position, our acquisition of the BNET assets cannot be deemed to be an arms-length transaction. 


Review, Approval and Ratification of Related Party Transactions


Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officers, Directors and significant stockholders.  However, all of the transactions described above were approved and ratified by Directors.  In connection with the approval of the transactions described above, our Directors, took into account several factors, including their fiduciary duties to the Company; the relationships of the related parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive from an unrelated third party.

   

We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof.   On a moving forward basis, our Directors will continue to approve any related party transaction based on the criteria set forth above.


Director Independence


The Companys Directors are not independent as the Company is not required to maintain independent Directors at this time.  Furthermore, the Over-The-Counter Bulletin Board, where the Company quotes its common stock does not require that quoted companies maintain independent Directors.  The Company will seek to appoint independent Directors, if and when it is required to do so.


Item 14. Principal Accounting Fees and Services


The firm Sadler, Gibb & Associates, L.L.C. (Sadler Gibb) served as our independent registered accounting firm in 2011 and 2010. The audit reports of Sadler Gibb on our financial statements during the periods for the years ended December 31, 2011 and December 31, 2010, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that the reports stated there is substantial doubt about our ability to continue as a going concern.  On March 13, 2013 we dismissed Sadler Gibb as our independent registered public accounting firm. The decision to dismiss Sadler Gibb was approved by our board of directors on March 13, 2013 and we notified Sadler Gibb of their dismissal on March 13, 2013.


On March 13, 2013, we engaged, MaloneBailey, LLP (MaloneBailey) to serve as our independent registered public accounting firm for the year ending December 31, 2012. During the fiscal years ended December 31, 2011 and 2010, and the subsequent interim periods preceding MaloneBaileys engagement, neither we nor anyone on our behalf consulted with MaloneBailey regarding the application of accounting principles to any specific completed or contemplated transaction, or the type of audit opinion that might be rendered on our financial statements, and MaloneBailey did not provide any written or oral advice that was an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issue or any matter that was the subject of a disagreement or a reportable event, as such terms are defined in Item 304(a)(1) of Regulation S-K.  The following table shows the fees that were billed for the audit and other services provided by such firm for 2013 and 2012.




 

 

2013

 

 

2012

 

Audit Fees

 

$

8,500

 

 

$

19,000

 

 

Audit-Related Fees

 

 

-

 

 

 

-

 

 

Tax Fees

 

 

-

 

 

 

-

 

 

All Other Fees

 

 

-

 

 

 

-

 

 

Total

 

$

8,500

 

 

$

19,000

 

 


Audit Fees  This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the independent registered public accounting firm in connection with engagements for those fiscal years. This category also includes advice on audit and accounting matters that arose during, or as a result of, the audit or the review of interim financial statements.  

 

Audit-Related Fees  This category consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under Audit Fees. The services for the fees disclosed under this category include consultation regarding our correspondence with the Securities and Exchange Commission and other accounting consulting.


Tax Fees  This category consists of professional services rendered by our independent registered public accounting firm for tax compliance and tax advice. The services for the fees disclosed under this category include tax return preparation and technical tax advice.


All Other Fees  This category consists of fees for other miscellaneous items.


Our Board of Directors has adopted a procedure for pre-approval of all fees charged by our independent registered public accounting firm.  Under the procedure, the Board approves the engagement letter with respect to audit, tax and review services.  Other fees are subject to pre-approval by the Board, or, in the period between meetings, by a designated member of Board.  The audit and tax fees paid to the auditors with respect to 2013 were pre-approved by the Board of Directors.




21


 

Part IV


ITEM 15.                      EXHIBITS, FINANCIAL STATEMENT SCHEDULES.


3.1

 Articles of Incorporation (1)

3.2

Bylaws (1)

3.3

Amended and Restated Articles of Incorporation (2)(4)(5)

3.4

Amended Bylaws (2)

10.1

Asset Purchase Agreement between bNET Communications, Inc. and BnetEFactor, Inc. (3)

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

32.2

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

101.INS

XBRL INSTANCE DOCUMENT **

101.SCH

XBRL TAXONOMY EXTENSION SCHEMA **

101.CAL

XBRL TAXONOMY EXTENSION CALCULATION LINKBASE **

101.DEF

XBRL TAXONOMY EXTENSION DEFINITION LINKBASE **

101.LAB

XBRL TAXONOMY EXTENSION LABEL LINKBASE **

101.PRE

XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE **


*

filed herewith.

**

In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 in this Annual Report on Form 10-K shall be deemed furnished and not filed.

 

(1)

Incorporated by reference to the Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on November 16, 2011.

(2)

Incorporated by reference to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 3, 2012.

(3)

Incorporated by reference to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 3, 2012.

(4)

Incorporated by reference to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 12, 2013.

(5)

Incorporated by reference to the Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 30, 2013






22


 

 

SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

Bnet Media Group, Inc.



March 18, 2014

By: /s/ Gerald E. Sklar

 

Gerald E. Sklar, Chief Executive Officer and Principal Executive Officer



March 18, 2014

By: /s/ R. Nickolas Jones

 

R. Nickolas Jones, Chief Financial Officer and Principal Accounting Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.



Name

Positions

Date




/s/ Gerald E. Sklar

Gerald E. Sklar

Director, Chairman

March  18, 2014




/s/ Anthony E. Sklar

Anthony E. Sklar

Director

March  18, 2014




/s/ Michael Wehrs

Michael Wehrs

Director

March  18, 2014




/s/ David M. Young

David M. Young

Director

March  18, 2014




/s/ Arnold James Sopczak

Arnold James Sopczak

Director

March  18, 2014




23