HZNM Horizon Minerals Corporation New (CE)

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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 footnotes are an integral part of these financial statements.

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HORIZON MINERALS CORP.

STATEMENTS OF OPERATIONS

(Unaudited)

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

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HORIZON MINERALS CORP.

STATEMENTS OF CASH FLOWS

(Unaudited)

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

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HORIZON MINERALS CORP.

For the Three and Nine Months Ended September 30, 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.

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.

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") (paid) to Boomchat’s sole shareholder, Dan Clayton. 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.

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 and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. For further information, these unaudited interim 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.

Reclassification

Certain financial statement items have been reclassified from the prior period to conform to the current period presentation.

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NOTE 3 - RELATED PARTY TRANSACTIONS

As at September 30, 2015, $4,557 (December 31, 2014 - $5,172) was due to the sole director of the Company and included in due to related parties. During the period ended September 30, 2015, the Company accrued consulting fees of $9,000 (September 30, 2014 - $9,000) to Robert Fedun, CEO and CFO of the Company.  As of September 30, 2015, $48,422 (December 31, 2014 - $18,000) is due to Robert Fedun, and included in due to related parties. Amounts due to related parties are due on demand, bear no interest, and are unsecured.

NOTE 4 - THIRD PARTY ADVANCES

As at September 30, 2015, the Company had received advances of $62,368 (December 31, 2014 - $Nil). The amounts are due on demand, bear no interest, and are unsecured.

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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 period ended September 30, 2015, and up to the date of the filing of this report:

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.

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. As at September 30, 2015, the Company has made the payment to Boomchat in the amount of $50,000.

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 September 30, 2015, to the year ended December 31, 2014.

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Table 1: Comparison of financial condition

Selected Financial Results

Three and Nine Months Ended September 30, 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 September 30, 2015, our expenses decreased by $7,589 or 37.7% from $20,152 for the three months ended September 30, 2014 to $12,563 for the three months ended September 30, 2015. The change in operating expenses was associated with the decrease in filing fees from $1,121 (2014) to $797; the decrease in general and administrative fees from $5,069 (2014) to $66; and the decrease in professional fees from $14,044 (2014) to $12,440.

During the nine months ended September 30, 2015, our expenses increased by $41,993 or 75.5% from $55,627 for the nine months ended September 30, 2014 to $97,620 for the nine months ended September 30, 2015. The change in operating expenses was associated with the increase in investigation costs from $nil (2014) to $50,000 and the increase in professional fees from $22,531 (2014) to $44,992. The increase was partially offset with the decrease in filing fees from $8,163 (2014) to $3,668 and the decrease in general and administrative fees from $24,390 (2014) to $659.

Net Loss

We have experienced net losses in all periods since our inception. Our net loss for the three months ended September 30, 2015 decrease by $7,589 from $20,152 incurred during the three months ended September 30, 2014 to $12,563 incurred during the three months September June 30, 2015. Our net loss for the nine months ended September 30, 2015 increased by $41,993 from $55,627 incurred during the nine months ended September 30, 2014 to $97,620 incurred during the nine months ended September 30, 2015. We anticipate incurring ongoing operating losses and cannot predict when, if at all, we may expect these losses to plateau or narrow.

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Liquidity and Capital Resources

Cash Flows

During the nine months ended September 30, 2015, we used $(62,293) in our day-to-day operating activities. We used $97,620 to cover our net loss, $1,940 to reduce our accrued liabilities and $615 to decrease the effects of foreign currency exchange. This was offset by the increase in accounts payable of $7,640 and increase in due to related parties of $30,422.

In the comparable period ended September 30, 2014, we used $52,692 in our day-to-day operating activities. We used $55,627 to cover our net loss, $176 used for prepaid expenses and ($13,069) and $1,820 to reduce (increase) our accounts payable and accrued liabilities, respectively.

Our operations during the nine months ended September 30, 2015, were supported by advances from a non-related party of $62,368 and repayments of related party loans of $nil.

In the comparative period ended September 30, 2014, our operations were supported by a CAD$17,500 ($15,936) loan we borrowed from our sole officer and director and by $47,910 we received for the issuance of shares of common stock.

As of September 30, 2015, we had $906 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

On July 11, 2014, the Company received an advance from its sole director and officer for CAD $6,000 ($4,810) for working capital purposes. The amount is due on demand, bears no interest, and is unsecured. As at September 30, 2015, CAD $4,153 ($3,101) are still outstanding.

During the period ended September 30, 2015, the Company received an advance from its sole director and officer for $302 for working capital purposes. The amount is due on demand, bears no interest, and is unsecured. As at September 30, 2015, the entire amount is still outstanding.

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During the period ended September 30, 2015, the Company accrued consulting fees of $9,000 (September 30, 2014 - $9,000) to Robert Fedun, CEO and CFO of the Company.  As of September 30, 2015, $48,422 (December 31, 2014 - $18,000) is due to Robert Fedun, and included in due to related parties. Amounts due to related parties are due on demand, bear no interest, and are unsecured.

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.

(1)  Incorporated by reference to the Registration Statement on Form S-1, previously filed with the SEC on September 13, 2011.

(2)  Incorporated by reference to the Current Report on Form 8-K, previously filed with the SEC on April 13, 2015.

(3)  Incorporated by reference to the Annual Report on Form 10-K, previously filed with the SEC on March 31, 2015.

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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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Certification pursuant to

Rule 13a-14(a) of the Securities Exchange Act of 1934

I, Robert Fedun, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Horizon Minerals Corp.;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 13, 2015

/s/ Robert Fedun   

Robert Fedun

President

(Chief Executive Officer, Chief Financial Officer

and Principle Accounting Officer)

CERTIFICATION PURSUANT TO

18 U.S.C. 1350

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsection (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) the undersigned officer of Horizon Minerals Corp. (the “Company”) does hereby certify, to such officer’s knowledge, that:

(a) The Quarterly Report on Form 10-Q for the period ended September 30, 2015, (the “Report”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;  and

(b) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 13, 2015

/s/ Robert Fedun

Robert Fedun

President

(Chief Executive Officer, Chief Financial Officer and Principle Accounting Officer)