Horizon Minerals (HZNM) 10-K/A 2013 FY Annual report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

[X] 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 333-176798

HORIZON MINERALS CORP.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	41-2281448 (I.R.S. Employer Identification No.)
9101 West Sahara Avenue Suite 105 - 197 Las Vegas, Nevada (Address of principal executive offices)	89117 (Zip Code)

Registrant’s telephone number, including area code: (587) 984-2321

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

Title of each class	Name of each exchange on which registered
None	N/A

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

common stock - $0.0001 par value

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

[ ] Yes [X ] No

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 [X ] No

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 last 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.

[X] Yes [ ] 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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s 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. [  ]

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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act.

Larger accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ] (Do not check if a smaller reporting company)	Smaller reporting company	[x]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

[X] Yes [] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $30,000,000 as of June 28, 2013.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Class	Outstanding at March 28, 2014
common stock - $0.0001 par value	66,000,000

EXPLANATORY NOTE

We are filing this Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2013, as originally filed with the Securities and Exchange Commission (“SEC”) on March 31, 2014 (the “Original Form 10-K”).

This Amendment No. 1 amends Item 8 of Part II of the Original Form 10-K to include the report of Weinberg & Baer LLC, our former principal accountants, for our financial statements for the fiscal year ended December 31, 2012.  Other than the inclusion of the report of Weinberg & Baer LLC, the financial statements included in Item 8 have not been modified, amended or updated. 

Item 15 of Part III of this Amendment No. 1 has been amended solely to provide updated certifications from our principal executive officer and principal financial officer, as required by Section 302 and 906 of Sarbanes-Oxley Act of 2002 and Rule 12b-15 under the Securities Exchange Act of 1934, as amended.

Except as described above, this Amendment No. 1 does not modify, amend or update the disclosure made in the Original Form 10-K.

The filing of this Amendment No. 1 shall not be deemed an admission that the Original Form 10-K when made included any untrue statements of material fact or omitted to state a material fact necessary to make a statement not misleading.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements

	PAGE
Report of Weinberg & Baer LLC	F-1
Report of Dale Matheson Carr-Hillton Labonte LLP	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statement of Changes in Stockholders’ Deficit	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

of Horizon Minerals Corp. f/k/a Safe Dynamics Corp.:

We have audited the accompanying balance sheet of Horizon Minerals Corp. f/k/a Safe Dynamics Corp. (a Delaware corporation in the development stage) as December 31, 2012, and the related statements of operations, stockholders' equity, and cash flows for the periods ended December 31, 2012, and from inception (May 11, 2011) through December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States of America). 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 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 Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 financial statements referred to above present fairly, in all material respects, the financial position of Horizon Minerals Corp. f/k/a Safe Dynamics Corp. as of December 31, 2012, and the results of its operations and its cash flows for the periods ended December 31, 2012 and from inception (May 11, 2011) through December 31, 2012, 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 1 to the financial statements, the Company is in the development stage, and has not established any source of revenue to cover its operating costs. As such, it has incurred an operating loss since inception. Further, as of December 31, 2012, the cash resources of the Company were insufficient to meet its planned business objectives. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan regarding these matters is also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Respectfully submitted,

/s/ Weinberg & Baer LLC 

Baltimore, Maryland

April 15, 2013

F-1 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Horizon Minerals Corp.

We have audited the accompanying balance sheet of Horizon Minerals Corp. (the “Company”) as at December 31, 2013, and the related statements of operations, stockholders’ deficit and cash flows for the year then ended.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.  The financial statements of Horizon Minerals Corp. as of December 31, 2012 and for the cumulative period from May 11, 2011 through December 31, 2012 were audited by other auditors whose report thereon April 15, 2013, expressed an unqualified opinion on those financial statements, except for an explanatory regarding the Company’s ability to continue as a going concern.

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 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 Company’s 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.  An audit also includes 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, based on our audit and the report of other auditors, these financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2013 and the results of its operations and its cash flows for the year then ended and for the cumulative period from inception on May 11, 2011 through December 31, 2013 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 1 to the financial statements, the Company has incurred losses in developing its business, and further losses are anticipated.  The Company requires additional funds to meet its obligations and the costs of its operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in this regard are described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

"DMCL"

Dale Matheson Carr-Hilton Labonte LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

March 28, 2014

F-2

HORIZON MINERALS CORP.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS

			December 31,		December 31,
			2013		2012
Liabilities and stockholders' deficit
Current liabilities
	Accounts payable		$	10,975	$	800
	Accrued liabilities			9,700		4,000
Total liabilities				20,675		4,800
Stockholders' deficit
	Common stock, par value $0.0001 per share, 200,000,000 shares
		authorized, 66,000,000 shares issued and outstanding
		as of December 31, 2013 and 2012		6,600		6,600
	Additional paid-in capital			81,330		65,000
	Deficit accumulated during development stage			(108,605)		(76,400)
Total stockholders' deficit				(20,675)		(4,800)
Total liabilities and stockholders' deficit			$	-	$	-

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

F-3

HORIZON MINERALS CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS

							Inception
			For the year ended				(May 11, 2011)
			December 31				through
			2013		2012		December 31, 2013
Expenses
	Filing fees		$	2,400	$	800	$	5,586
	General and administrative			9,181		1,489		13,970
	Patent			-		-		15,000
	Professional fees			20,630		36,100		73,860
		Total expenses		32,211		38,389		108,416
Loss from operations				(32,211)		(38,389)		(108,416)
Other income (expense)
	Foreign currency transaction gain (loss)			6		(195)		(189)
		Total other income (expense)		6		(195)		(189)
Net and comprehensive loss			$	(32,205)	$	(38,584)	$	(108,605)
Loss per common share
Loss per common share - basic and diluted			$	-	$	-
Weighted average number of common shares
	outstanding - basic and diluted			66,000,000		53,295,082

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

F-4

HORIZON MINERALS CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013

	Common Stock			Additional Paid-in		Deficit Accumulated During Development
	Shares	Amount		Capital		Stage		Totals
Balance - at inception	-	$	-	$	-	$	-	$	-
Common stock issued for cash	36,000,000		3,600		-		(3,300)		300
Net and comprehensive loss for the year	-		-		-		(34,516)		(34,516)
Balance, December 31, 2011	36,000,000		3,600		-		(37,816)		(34,216)
Common stock issued for cash	30,000,000		3,000		72,000		-		75,000
Offering costs	-		-		(20,000)		-		(20,000)
Donated capital	-		-		13,000		-		13,000
Net and comprehensive loss for the year	-		-		-		(38,584)		(38,584)
Balance, December 31, 2012	66,000,000		6,600		65,000		(76,400)		(4,800)
Donated capital	-		-		16,330		-		16,330
Net and comprehensive loss for the year	-		-		-		(32,205)		(32,205)
Balance, December 31, 2013	66,000,000	$	6,600	$	81,330	$	(108,605)	$	(20,675)

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

F-5

HORIZON MINERALS CORP.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS

						Inception
		For the years ended				(May 11, 2011)
		December 31,				through
		2013		2012		December 31, 2013
Operating activities
Net loss		$	(32,205)	$	(38,584)	$	(108,605)
Non cash items
	Donated capital		16,330		13,000		29,330
Changes in net assets and liabilities:
	Deferred offering costs		-		20,000		-
	Accounts payable		10,175		(32,586)		14,275
	Accrued liabilities		5,700		4,000		9,700
Net cash used in operating activities			-		(34,170)		(55,300)
Financing activities
	Proceeds from stock issued		-		55,000		55,300
	Proceeds from related party loans		-		-		21,130
	Repayments of related party loans		-		(21,130)		(21,130)
Net cash provided by financing activities			-		33,870		55,300
Net decrease in cash			-		(300)		-
Cash - beginning			-		300		-
Cash - ending		$	-	$	-	$	-
Supplemental disclosures
	Interest paid	$	-	$	-	$	-
	Income taxes paid	$	-	$	-	$	-

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

F-6

HORIZON MINERALS CORP.

(A Development Stage Company)

Notes to Financial Statements

NOTE 1 - ORGANIZATION AND BASIS OF PRESENTATION

Horizon Minerals Corp. (the “Company”) was incorporated under the laws of the State of Delaware on May 11, 2011. On March 25, 2013, the Company amended its articles of incorporation to change its name from Safe Dynamics Corp. to Horizon Minerals Corp., with the intent to identify and 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 is in the development stage.  It has not generated operating revenues to date, has accumulated losses of $108,605 since inception and as at December 31, 2013 had no cash on hand.  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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These financial statements and related notes are presented in accordance with US GAAP, and are presented in United States dollars. The Company has not produced revenues from its principal business and is a development stage company as defined by “Accounting and Reporting by Development Stage Enterprises.”

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain of the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Fair value of financial instruments

The carrying amounts reflected in the balance sheets for cash, accounts payable and accrued expenses approximate the respective fair values due to the short maturities of these items. The Company does not hold any investments that are available-for-sale.

As required by the Fair Value Measurements and Disclosures Topic of the FASB ASC, fair value is measured based on a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: (Level 1) observable inputs such as quoted prices in active markets; (Level 2) inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and (Level 3) unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

F-7

HORIZON MINERALS CORP.

(A Development Stage Company)

Notes to Financial Statements

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability;

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Loss per share

Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had no dilutive common stock equivalents, such as stock options or warrants as of December 31, 2013 and 2012.

Recent pronouncements

The Company evaluated all recent accounting pronouncements issued and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company.

NOTE 3 - STOCKHOLDERS’ EQUITY

On March 25, 2013, the Company affected a 12-for-1 forward stock split of common stock outstanding. All share and per share information in these financial statements have been restated to reflect the stock split.

NOTE 4 - DONATED SERVICES

During the year ended December 31, 2013, the Company incurred $16,330 (2012-$13,000) in expenditures which were paid on behalf of the Company by an unrelated party without requirement for reimbursement. These payments were recorded as donated capital.

NOTE 5 - INCOME TAXES

The provision for income taxes for the periods ended December 31, 2013 and 2012, are as follows:

	Year ended December 31,
	2013		2012
Loss before income taxes	$	(32,205)	$	(38,584)
Statutory tax rate		23%		23%
Expected recovery of income taxes		(7,407)		(8,874)
Non-deductible items		3,756		-
Change in valuation allowance		3,651		8,874
	$	-	$	-

The Company’s tax-effected deferred income tax assets and liabilities are estimated as follows:

	Year ended December 31,
	2013		2012
Non-capital losses carried forward	$	20,464	$	16,813
Less: Valuation allowance		(20,464)		(16,813)
Net deferred income tax assets	$	-	$	-

F-8

HORIZON MINERALS CORP.

(A Development Stage Company)

Notes to Financial Statements

NOTE 5 - INCOME TAXES (CONTINUED)

The Company has non-capital losses of $88,975, which may be carried forward to reduce taxable income in future years. The non-capital losses expire as follows:

2031	$	34,516
2032		38,584
2033		15,875
	$	88,975

NOTE 6 - SUBSEQUENT EVENT

On February 27, 2014, the Company entered into a loan agreement for CAD$11,500. The loan bears interest at 10% per annum, is unsecured and is due on demand.

F-9

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Financial Statements

The financial statements listed in the "Index to Financial Statements" are filed as part of this report.

Financial Statement Schedules

All schedules for which provision is made in Regulation S-X are either not required to be included herein under the related instructions or are inapplicable or the related information is included in the footnotes to the applicable financial statement and, therefore, have been omitted from this Item 15.

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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EXHIBIT INDEX

Exhibit Number	Name and/or Identification of Exhibit
3	Articles of Incorporation & By-Laws
	a.  Articles of Incorporation (1)
	b.  Bylaws (1)
14	Code of Ethics(3)
31	Rule 13a-14(a)/15d-14(a) Certification(4)
32	Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)(4)
99.1	Audit Committee Charter(3)
10.1	Letter Agreement dated March 15, 2014 among Horizon Minerals Corp. and Boomchat Inc.(2)
101	Interactive Data File
	(INS) XBRL Instance Document(3)
	(SCH) XBRL Taxonomy Extension Schema Document(3)
	(CAL) XBRL Taxonomy Extension Calculation Linkbase Document(3)
	(DEF) XBRL Taxonomy Extension Definition Linkbase Document(3)
	(LAB) XBRL Taxonomy Extension Label Linkbase Document(3)
	(PRE) XBRL Taxonomy Extension Presentation Linkbase Document(3)
(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 March 20, 2014.
(3)	Incorporated by reference to the Annual Report on Form 10-K, previously filed with the SEC on March 31, 2014.
(4)	Filed herewith.

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, Horizon Minerals Corp. has caused this report to be signed on their behalf by the undersigned duly authorized persons.

Horizon Minerals Corp.
By:	/s/Robert Fedun
Name:	Robert Fedun
Title:	President, CEO
Dated:	August 29, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, the following persons on behalf of Horizon Minerals Corp. and in the capacities and on the dates indicated have signed this report below.

Signature	Title	Date
/s/ Robert Fedun	President, Chief Executive Officer,	August 29, 2014
Robert Fedun	(Principal Executive Officer, Principal Financial Officer, Principle Accounting Officer
	and Member of the Board of Directors)

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