Bnet Media 424B3 Prospectus supplement

Filed pursuant to Rule 424(b)(3)

Registration Statement No. 333-178000

Prospectus Supplement No. 2

(To Prospectus dated April 11, 2012)

HORIZONTAL MARKETING CORP.

This Prospectus Supplement No. 2 contains information that supplements and updates

our prospectus dated April 11, 2012, and Prospectus Supplement No. 1 dated May 15, 2012  and should be read in conjunction with such prospectus and supplements

Quarterly Report on Form 10-Q

This prospectus supplement is being filed to include the information set forth in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, which is attached hereto and incorporated herein by reference.

This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement.  This prospectus supplement is qualified by reference to the Prospectus, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus, including any supplements and amendments thereto.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and amendments thereto.

There are significant risks associated with an investment in our common stock. These risks are described under the caption “Risk Factors” beginning on page 3 of the Prospectus, as the same may be updated in prospectus supplements.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 13, 2012.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended:  June 30, 2012

Commission File Number     333-178000

HORIZONTAL MARKETING CORP.

 (Exact name of Registrant as specified in its charter)

Nevada	30-0523156
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

857 E. Southfork Drive, Draper, Utah 84040

 (Address of principal executive offices, Zip Code)

(801) 562-3200

 (Registrant’s telephone number, including area code)

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

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [X]   No [  ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,”  “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller reporting company	[X]

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

As of August 6, 2012, the Registrant had 8,800,000 shares of its $0.001 par value Common Stock outstanding.

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TABLE OF CONTENTS

			Page
PART I - FINANCIAL INFORMATION
Item 1.       Financial Statements
Condensed consolidated Balance Sheets as of June 30, 2012 and December 31, 2011		1
Condensed consolidated Statements of Operations for the three months ended June 30, 2012 and June 30, 2011, six months ended June 30, 2012 and June 30, 2011and from inception on December 29, 2008 through June 30, 2012		2
Condensed consolidated Statements of Cash Flows for the six months ended June 30, 2012 and June 30, 2011, and from inception on December 29, 2008 through June 30, 2012		3
Notes to the Condensed Consolidated Financial Statements		4
Item 2.	Management’s Discussion and Analysis of the Financial Condition and Results of Operations	6
Item 3.       Quantitative and Qualitative Disclosures About Market Risk		7
Item 4        Controls and Procedures		7
PART II - OTHER INFORMATION
Item 1.       Legal Proceedings		8
Item 1A.    Risk Factors		8
Item 2.       Unregistered Sales of Equity Securities and Use of Proceeds		8
Item 3.       Defaults Upon Senior Securities		8
Item 4.       [Removed and Reserved]		8
Item 5.       Other Information		8
Item 6.       Exhibits		8

iii

PART I

FINANCIAL INFORMATION

ITEM 1.    

FINANCIAL STATEMENTS

HORIZONTAL MARKETING CORP.
(A Development Stage Company)
Condensed Consolidated Balance Sheets
ASSETS
			June 30,		December 31,
			2012		2011
			(Unaudited)
CURRENT ASSETS
	Cash		$	12,477	$	18,673
		Total Current Assets		12,477		18,673
		TOTAL ASSETS	$	12,477	$	18,673
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
	Accounts Payable		$	-		55
	Accounts payable  - related parties			15,761	$	2,194
		Total Current Liabilities		15,761		2,249
STOCKHOLDERS' EQUITY (DEFICIT)
	Preferred stock: $0.001 par value, 25,000,000 shares
	authorized, no shares issued and outstanding			-		-
	Common stock: $0.001 par value, 100,000,000 shares
	authorized, 8,800,000 and 8,800,000 shares
	issued and outstanding, respectively			8,800		8,800
	Additional paid-in capital			115,200		115,200
	Deficit accumulated during the development stage			(127,284)		(107,576)
		Total Stockholders' Equity (Deficit)		(3,284)		16,424
		TOTAL LIABILITIES AND STOCKHOLDERS'
		EQUITY (DEFICIT)	$	12,477	$	18,673

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

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HORIZONTAL MARKETING CORP
(A Development Stage Company)
Condensed Consolidated Statements of Operations
(Unaudited)
											From Inception of
											the Development
											Stage on December
			For the Three Months Ended				For the Six Months Ended				29, 2008 Through
			June 30,				June 30,				June 30,
			2012		2011		2012		2011		2012
REVENUES			$		$		$	-	$	-	$	-
OPERATING EXPENSES
	Impairment of intangible assets			-		-		-		-		25,000
	Professional fees			8,051		4,125		17,067		8,175		87,324
	General and administrative			790		629		2,641		1,716		14,960
		Total Operating Expenses		8,841		4,754		19,708		9,891		127,284
LOSS FROM OPERATIONS				(8,841)		(4,754)		(19,708)		(9,891)		(127,284)
INCOME TAX EXPENSE				-		-		-		-		-
NET LOSS			$	(8,841)	$	(4,754)	$	(19,708)	$	(9,891)	$	(127,284)
BASIC AND DILUTED LOSS
PER COMMON SHARE			$	(0)	$	(0)	$	(0.00)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING				8,800,000		8,800,000		8,800,000		8,363,563

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

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HORIZONTAL MARKETING CORP.
(A Development Stage Company)
Condensed Consolidated Statements of Cash Flows
(Unaudited)
								From Inception
								on December 29,
				For the Six Months Ended				2008 Through
				June 30,				June 30,
				2012		2011		2012
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss			$	(19,708)	$	(9,891)	$	(127,284)
	Adjustments to reconcile net loss to
	net cash used in operating activities:
		Common stock issued for services			-		-		3,000
		Impairment of intangible assets			-		-		25,000
	Changes in operating assets and liabilities:
		Refundable deposits			-		4,100		-
		Accounts payable			(55)		-		-
		Accounts payable - related parties			13,567		(68)		15,761
			Net Cash Used in Operating Activities		(6,196)		(5,859)		(83,523)
CASH FLOWS FROM INVESTING ACTIVITIES					-		-		-
CASH FLOWS FROM FINANCING ACTIVITIES
		Common stock issued for cash			-		25,000		96,000
			Net Cash Provided by Financing Activities		-		25,000		96,000
		NET INCREASE (DECREASE) IN CASH			(6,196)		19,141		12,477
		CASH AT BEGINNING OF PERIOD			18,673		2,227		-
		CASH AT END OF PERIOD		$	12,477	$	21,368	$	12,477
SUPPLEMENTAL DISCLOSURES OF
	CASH FLOW INFORMATION
	CASH PAID FOR:
		Interest		$	-	$	-	$	-
		Income Taxes		$	-	$	-	$	-
	NON CASH FINANCING ACTIVITIES:
		Common stock issued for subsidiary		$	-	$	-	$	25,000

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

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HORIZONTAL MARKETING CORP.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

June 30, 2012 and December 31, 2011

NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

NOTE 2 - GOING CONCERN

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

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

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

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

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

Recent Accounting Pronouncements

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

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HORIZONTAL MARKETING CORP.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

June 30, 2012 and December 31, 2011

NOTE 4 - COMMON STOCK

The Company has 100,000,000 common shares authorized at par value of $0.001 and 8,800,000 shares issued and outstanding as of June 30, 2012.

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

NOTE 5 – SUBSEQUENT EVENTS

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

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ITEM 2

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

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this periodic report.  Some of the statements under “Management’s Discussion and Analysis,” “Description of Business” and elsewhere herein may include forward-looking statements which reflect our current views with respect to future events and financial performance. These statements include forward-looking statements both with respect to us specifically and the alternative fuels engines industry in general. Statements which include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. The safe harbor provisions of the federal securities laws do not apply to any forward-looking statements contained in this registration statement.

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

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

A.

Results of Operations

For the three months ended June 30, 2012 and 2011

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

Our operating expenses for 2012 were $8,841 compared to $4,754  in 2011, an increase of $4,087.  The primary component of general and administrative expenses during 2012 was professional fees of $8,051. This compares to professional fees of $4,125 during 2011.   In 2012 professional fees were higher by approximately $5,000 due to legal and accounting expenses incurred in connection with the application for trading of our shares.

Our net loss for the three months ended June 30, 2012 was $8,841, compared to a net loss of $4,754 in 2011. This translates to a loss per share of $0.00 in both periods.

For the six months ended June 30, 2012 and 2011

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

Our operating expenses for 2012 were $19,708 compared to $9,891  in 2011, an increase of $9.817.  The primary component of general and administrative expenses during 2012 was professional fees of $17,067. This compares to professional fees of $8,175 during 2011.   In 2012 professional fees were higher by approximately $9,000 due to legal and accounting expenses incurred in connection with the application for trading of our shares.

Our net loss for the six months ended June 30, 2012 was $19,708, compared to a net loss of $9,891 in 2011. This translates to a loss per share of $0.00 in both periods.

B.

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

Cash Requirements

We believe that we will have sufficient cash from operations to meet our operating requirements for 3 months.

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Liquidity and Capital Resources

Overview

For the six months ended June 30, 2012 and 2011

We used $6,196, of cash for operating activities during the period ended June 30, 2012 compared to $5,859 during 2011. The cash was used to pay our operating expenses.

Financing Activities

We received $25,000 of cash from the sale of common stock during the six months ended June 30, 2011 compared with $-0- of cash from the sale of common stock during the six months ended June 30, 2012. This left us with cash of $12,477, as of June 30, 2012.

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

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

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

Our management evaluated, with the participation of our Certifying Officer, the effectiveness of our disclosure controls and procedures as of June 30, 2012, pursuant to Rule 13a-15(b) under the Securities Exchange Act. Based upon that evaluation, our Certifying Officer concluded that, as of June 30, 2012, our disclosure controls and procedures were effective.

Changes in Internal Controls

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

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PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

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

ITEM 1A.

RISK FACTORS

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

ITEM 2.

UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.

 DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.

[REMOVED AND RESERVED]

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

(a)

Documents filed as part of this Report.

1.

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

3.

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

Exhibit
Number	Description of Exhibit
31.1	CEO certification pursuant to Section 302 of  The Sarbanes – Oxley Act of 2002(1)
31.2	CFO certification pursuant to Section 302 of  The Sarbanes – Oxley Act of 2002(1)
32.1	CEO and CFO certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(1)
101	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended S, 2011 formatted in Extensible Business Reporting Language (“XBRL”): (i) the balance sheets (unaudited) ; (ii) the statements of operations (unaudited); (iii) the statements of cash flows (unaudited); and, (iv) related notes. (2)

⁽¹⁾

Filed herewith.

⁽²⁾

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

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SIGNATURES

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

	Horizontal Marketing Corp. /s/ Bradley R. Jones
Dated: August 13, 2012
		By: Bradley R. Jones
		Its: Chief Executive Officer, Chief Financial Officer and Secretary

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

	/s/ Bradley R. Jones
Dated: August 13, 2012
	By: Bradley R. Jones, Director

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