HZNM Horizon Minerals Corporation New (CE)

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Financial Statements

The accompanying unaudited interim financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission").  While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company's Annual Report on Form 10-K, previously filed with the Securities and Exchange Commission on March 31, 2015.

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HORIZON MINERALS CORP.

BALANCE SHEETS

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

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HORIZON MINERALS CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

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

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HORIZON MINERALS CORP.

STATEMENTS OF STOCKHOLDER’S DEFICIT

(Unaudited)

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

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HORIZON MINERALS CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

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

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HORIZON MINERALS CORP.

For the Three Months Ended March 31, 2015 and 2014

(Unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

Horizon Minerals Corp. (the “Company”) was incorporated under the laws of the State of Delaware on May 11, 2011. The

Company is currently seeking to acquire a business (Note 4).

The Company’s financial statements are prepared on a going concern basis in accordance with US generally accepted accounting principles (“GAAP”) which contemplate the realization of assets and discharge of liabilities and commitments in the normal course of business. The Company has funded its operations through the issuance of capital stock and debt. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes and/or a private placement of common stock. There is no certainty that further funding will be available as needed. These factors raise substantial doubt about the ability of the Company to continue operating as a going concern. The Company’s ability to continue its operations as a going concern, realize the carrying value of its assets, and discharge its liabilities in the normal course of business is dependent upon its ability to raise new capital sufficient to fund its commitments and ongoing losses, and ultimately on generating profitable operations. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

NOTE 2 - BASIS OF PRESENTATION

The unaudited interim financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. They do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the notes to the financial statements included in the Annual Report on Form 10-K of the Company for the year ended December 31, 2014. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2015, are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, these unaudited financial statements and the related notes should be read in conjunction with the Company’s audited financial statements for the year ended December 31, 2014, included in the Company’s report on Form 10-K.

NOTE 3 - RELATED PARTY TRANSACTIONS

On July 11, 2014, the Company received an advance from its sole director and officer for CAD$6,000 ($4,731) for working capital purposes. The amount is due on demand, bears no interest, and is unsecured. As at March 31, 2015, the entire amount is still outstanding.

During the period ended March 31, 2015, the Company paid or accrued consulting fees of $9,000 to Robert Fedun, CEO and CFO of the Company.  As of March 31, 2015, the amount payable of $27,622 (December 31, 2014 - $18,000) is included in accounts payable and the amount payable of $4,732 (December 31, 2014 - $5,172) is included in due to related parties.

NOTE 4 - SUBSEQUENT EVENT

On April 6, 2015, the Company entered into a share purchase agreement (the "Agreement') to acquire all of the issued and outstanding shares of Boomchat Inc. (“Boomchat”). In consideration, the Company will issue 40,000,000 common shares and make a cash payment of $50,000 (the "Development Payment") to Boomchat’s sole shareholder, Dan Clayton. The Development Payment was due on April 16, 2015 (currently unpaid) and is non-refundable. Concurrent with closing of the acquisition, the Company's President, will surrender 30,000,000 shares of the Company’s common stock held by him for cancellation

Following the closing of the acquisition, the Company will change its name to Boomchat Inc. to reflect its new business and Mr. Clayton will be appointed as a director and President of the Company. Closing is subject to a number of conditions, including customary due diligence and the delivery by Boomchat of the financial statements for Boomchat required to be filed by Horizon with the SEC.

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Item 2. Management's Discussion and Analysis of Financial Condition and Plan of Operations

Forward-Looking Statements

This Quarterly Report contains forward-looking statements about our business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available.  We can give no assurance that the expectations indicated by such forward-looking statements will be realized.  If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict.  When used in this Quarterly Report, words such as,  "believes,"  "expects," "intends,"  "plans,"  "anticipates,"  "estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

Overview

We were incorporated in Delaware on May 11, 2011.  We currently have no business operations or significant assets.  We are a development stage company and plan to identify and acquire a business.

Recent Corporate Developments

The following corporate developments have occurred during the three months ended March 31, 2015, and up to the date of the filing of this report:

On March 15, 2014, we signed a letter of intent with Boomchat Inc. (“Boomchat”) to acquire all issued and outstanding shares of the Common Stock of Boomchat in exchange for 36,000,000 shares of our Common Stock.

On March 27, 2014, we appointed Robert Fedun our treasurer to replace outgoing treasurer Caludio Ferrer. As a result of this change, Robert Fedun is now our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and sole director.

On April 10, 2014, we received total of $47,910 as subscription to 63,880 shares of our common stock at $0.75. These shares were issued on August 8, 2014.

On April 11, 2014, Yan Ming Lui, our former executive officer and former director, entered into a share purchase agreement, with Robert Fedun, our sole executive officer and director. Pursuant to the terms of the Share Purchase Agreement, Mr. Yan Ming Lui sold 36,000,000 shares of our common stock to Mr. Fedun in consideration of the payment of $3,600. As a result of the closing of the Share Purchase Agreement, Mr. Fedun now owns approximately 54.49% of our common stock and Mr. Yan Ming Lui no longer owns any shares of our common stock.  As a result, there has been a change in control of the Company.  

On November 6, 2014, the Company announced a private placement of 500,000 units for gross proceeds of up to USD $250,000.00 at $0.50 per unit. Each unit will consist of one common share and one common share purchase warrant. Each warrant entitles the holder to purchase one additional common share of the Company at a price of $0.75 per share for a period of one year.

Subsequent to the quarter, on April 6, 2015, Horizon Minerals Corp. (the "Company" or "Horizon") entered into a Share Purchase Agreement (the "Share Purchase Agreemenf') among the Company, Dan Clayton, Boomchat Inc. and Robert Fedun to acquire all of the issued and outstanding shares of Boomchat held by Mr. Clayton.

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Under the terms of the Share Purchase Agreement, the Company will acquire the Boomchat Shares in consideration for the issuance to Mr. Clayton of 40,000,000 common shares of Horizon and payment to Boomchat of $50,000 to complete development of the Boomchat mobile chat application (the "Development Payment"). The Development Payment is non-refundable and payable by April 16, 2015. Concurrent with Closing of the acquisition, the Company's President, Robert Fedun, will surrender for cancellation 30,000,000 shares of Horizon common stock held by him.

Following the Closing, Horizon intends to change its name to Boomchat Inc. to reflect its new business and Mr. Clayton will be appointed as a director and will replace Mr. Fedun as the Company's President. Closing is subject to a number of conditions, including customary due diligence and the delivery by Boomchat of the financial statements for Boomchat required to be filed by Horizon with the SEC.

Results of Operations

Summary of Financial Condition

Table 1 summarizes and compares our financial condition at March 31, 2015, to the year-ended December 31, 2014.

Table 1: Comparison of financial condition

Selected Financial Results

Three Months Ended March 31, 2015 and 2014

Revenues

We have not generated any revenues since our inception on May 11, 2011, and there can be no assurance that we will be able to generate or grow revenues in future periods.

Operating Expenses

During the three months ended March 31, 2015, our expenses decreased by $291 or 1.9% from $15,560 for the three months ended March 31, 2014 to $15,269 for the three months ended March 31, 2015. The change in operating expenses was associated with a decrease in filing fees from $5,162 (2014) to $273; a decrease in general and administrative fees from $6,782 (2014) to $71; and an increase in professional fees from $3,616 (2014) to $14,925.

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Net Loss

We have experienced net losses in all periods since our inception. Our net loss for the three months ended March 31, 2015 decreased by $357 from $15,796 incurred during the three months ended March 31, 2014 to $14,912 we incurred during the three months ended March 31, 2015.  We anticipate incurring ongoing operating losses and cannot predict when, if at all, we may expect these losses to plateau or narrow.  

Liquidity and Capital Resources

Cash Flows

During the three months ended March 31, 2015, we provided $260 in our day-to-day operating activities. We used $14,912 to cover our net loss. This was offset by the increase in accounts payable of $14,672, the increase in accrued liabilities of $500, and the decrease in related party loans of $440.

Our operations during the three months ended March 31, 2015 were supported by a CAD$7,206 ($5,893) loan we borrowed from related parties, and loan from a non-related party of $9,960.

In the comparable period ended March 31, 2014, we used $8,322 in our day-to-day operating activities. We used $15,796 to cover our net loss, prepay $229 in our future expenses and lower our accrued liabilities by $1,345. These uses of cash were offset by an increase in our accounts payable of $9,048.

As of March 31, 2015, we had $651 in cash and did not have any other cash equivalents.

We do not have sufficient funds to maintain our operations for the next twelve months, as such, we continue with our ongoing efforts to raise additional capital by conducting additional issuances of our equity and debt securities for cash.  The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.  We cannot assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms.  As such, our principal accountants have expressed doubt about our ability to continue as a going concern because we have limited operations and have not fully commenced planned principal operations.  

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Plant and Equipment

We currently do not own any significant plant or equipment that we would seek to sell in the near future.  

Related Party Transactions

During the period ended March 31, 2015, the Company paid or accrued consulting fees of $9,000 to Robert Fedun, CEO and CFO of the Company. As of March 31, 2015 we owed CAD$7,206 ($5,893) to related parties.

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Going Concern Consideration

Our auditors have issued an opinion on our annual financial statements which includes a statement describing our going concern status. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills and meet our other financial obligations. This is because we have not generated any revenues and no revenues are anticipated in the near future. Accordingly, we must raise capital from sources other than the actual sale of the product. We must raise capital to implement our project and stay in business.

Item 3. Quantitative and Qualitative Disclosure about Market Risks

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the period covered by this Quarterly Report. Based on that evaluation, it was concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure

Changes in Internal Controls over Financial Reporting  

There were no changes in our internal controls over financial reporting that occurred during the period covered by this report, which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Limitations on Effectiveness of Controls and Procedures

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material legal proceedings.

Item 1A. Risk Factors

Our significant business risks are described in our Annual Report on Form 10-K that we filed with Securities and Exchange Commission on March 31, 2015.

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

On August 8, 2014, we issued 63,880 shares of our common stock at a price of $0.75 per share for proceeds of $47,910 we received during the quarter ended June 30, 2014. The private placement was completed pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933. The Company did not engage in a distribution of this offering in the United States. The investor represented that it was not a US person as defined in Regulation S, and that it was not acquiring the Company's securities for the account or benefit of a US person.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

All Exhibits required to be filed with the Form 10-K are included in this Annual Report or incorporated by reference to Horizon Mineral’s previous filings with the SEC, which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 333-176798.

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SIGNATURES

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

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