UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Commission File NumberNo.  333-178000

BnetEFactor,Bnet Media Group, Inc.

 (Exact name of Registrant as specified in its charter)

122 West 26^th Street, 5^th Floor, New York, NY 10001

 (Address of principal executive offices, Zip Code)

(855) 263-83321 (917) 720-3541

 (Registrant’s telephone number, including area code)

Horizontal Marketing Corp., 857 E. Southfork Drive, Draper, Utah 84040

 (Former(Former Name, Former Address)

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.

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 November 14, 2012,April 22, 2013, the Registrant had 8,800,000 shares of its $0.001 par value Common Stock outstanding.

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TABLE OF CONTENTS

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PART I

FINANCIAL INFORMATION

ITEM 1.    

FINANCIAL STATEMENTS

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BnetEFactor,Bnet Media Group, Inc.

(fka Horizontal Marketing Corp.BnetEFactor, Inc.)

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, 2012March 31, 2013 and December 31, 20112012

NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying condensed 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 September 30, 2012,March 31, 2013, 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 September 30,December 31, 2012 audited consolidated financial statements.  The results of operations for the periods ended September 30,March 31, 2013 and 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.

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BnetEFactor, Inc.

(fka Horizontal Marketing Corp.)

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

September 30, 2012 and December 31, 2011

NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

             NOTE 4 - COMMON STOCK5

The Company has 800,000,000 common shares authorized at par value of $0.001

Bnet Media Group, Inc.

(fka BnetEFactor, Inc.)

(A Development Stage Company)

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2013 and 8,800,000 shares issued and outstanding as of September 30, 2012.  The following is a list of all issuances of the Company’s common stock:December 31, 2012

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.

NOTE 4- RELATED PARTY

On December 21, 2009 the Company issued 1,000,000 sharesAs of its common stock valued at $0.025 per share to purchase a subsidiary.

During the year ended DecemberMarch 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 – SIGNIFICANT EVENTS

On September 27, 2012, the Company, by unanimous written consent of the Directors and the consent of Stockholders holding a majority of the issued and outstanding shares approved the amendment and restatement of the Articles of Incorporation, in their entirety, to change the name of the Company to BnetEFactor, Inc. and to increase the number of shares which2013, the Company is authorizedindebted to issue to nine hundred million (900,000,000) shares, consistinga related party for the amount of eight hundred million (800,000,000) shares of common stock, par value $0.001 per share (the “Common Stock”)$4,000. This amount is unsecured, non-interest bearing, 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 the Board of Directors; due on demand.

         NOTE 6 – 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

 This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder,  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  Digital Publishing industry in general. Statements which include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” "estimate" "continuing" "ongoing" "expect"“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 September 30,March 31, 2013 and 2012 and 2011

Revenue was $-0- inThe Company has not conducted any active operations for the years periods ended March 31, 2013 and 2012 except for its efforts to execute its business online publishing and from $-0- in 2011.  We do not expect to  realizelocate suitable acquisition candidates. No revenue has been generated by the Company for the periods ending March 31, 2013 and 2012. It is unlikely the Company will have any revenues until weunless it is able to complete our website during 2012.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 the Company's ability to continue as a going concern. The Company’s plan of operation for the rest of 2013 shall be to consummate the transactions contemplated by the Acquisition Agreement.

Our operating expenses for three months ended September 30, 2012March 31, 2013 were $10,242$16,907 compared to $970$10,867 in 2011,2012, an increase of $9,272.$6,040.  The primary component of operating expenses during the three months ended September 30, 2012March 31, 2013 was professional fees of $9,692.$16,205. This compares to professional fees of $970$9,016 during 2011.2012. In 20122013 professional fees were higher by approximately $8,722$7,189 due to legal and accounting expenses incurred in connection with the filing of our registration statementCompany’s filings with the SEC.

Our net loss for the three months ended September 30, 2012March 31, 2013 was $10,242,$16,907, compared to a net loss of $970$10,867 in 2011.2012. This translates to a loss per share of $0.00 in both periods.

For the nine months ended September 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 the nine months ended September 30, 2012 were $29,950 compared to $10,861 in 2011, an increase of $19,089.  The primary component of operating expenses during 2012 was professional fees of $26,759. This compares to professional fees of $9,145 during 2011. In 2012 professional fees were higher by approximately $17,614 due to legal and accounting expenses incurred in connection with the filing of our registration statement with the SEC.

Our net loss for the nine months ended September 30, 2012 was $29,950, compared to a net loss of $10,861 in 2011. This translates to a loss per share of $0.00 in both periods.

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B.

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

Cash Requirements

During the next 12 months we anticipate incurring costs related to filing of our quarterly, annual and other reports under the Securities Exchange Act of 1934, including legal, accounting and filing fees.  Our operating expenses associated with maintaining our status as a public company and undertaking efforts are estimated at $30,000 annually. We do not believe that we will have sufficient cash from operationsbe able to meet these costs with our operating requirements for three months.current cash on hand and will initially seek loans from our management and, if necessary attempt to obtain debt or equity funding in order to maintain operations.

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Liquidity and Capital Resources

Overview

For the ninethree months ended September 30,March 31, 2013 and 2012 and 2011

We used $9,746,$-0-, of cash for operating activities during the period ended September 30, 2012March 31, 2013 compared to $5,859$3,455 during 2011.2012. The cash was used to pay our operating expenses.

Financing Activities

We received $-0- of cash from the sale of common stockfinancing activities during the ninethree months ended September 30, 2012March 31, 2013 compared with $25,000 of cash from the sale of common stock$-0- during the ninethree months ended September 30, 2011.March 31, 2012. This left us with cash of $8,927,$534, as of September 30, 2012.March 31, 2013.

We estimate thatOur ability to continue as a going concern in the next 12 months depends on our existingability to obtain sources of capital resourcesto fund our continuing operations. As of March 31, 2013 our remaining cash balance is not sufficient to cover our current liabilities, obligations and working capital needs for the balance of 2013.  Unless we are sufficientable to obtain the loans from our management we will need to raise additional capital through a debt or equity financing, to meet our needs through December 30, 2012.  By such timegeneral cash flow requirements.  There are no assurances, however, that 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 toable raise funds through the issuance of debt or equity securities.necessary additional capital.

Our independent auditors have qualified their opinion for the year ended December 31, 20112012 and 20102011 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 2012during the next 12 months we may be required to raise additional operating capital through loans from our management or the sale of our common stock.

Off-Balance Sheet Arrangements

We have no 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.

Critical Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries, Quiet Star, Inc.  All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the 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.

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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.

Revenue Recognition

The Company will determine its revenue recognition policies upon commencement of principle operations.

Stock-based compensation

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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 Company’s financial position, or statements.

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 maintainThe term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by usthe issuer in the reports that we fileit files or submit to the Securities and Exchange Commissionsubmits under the Securities Exchange Act of 1934, as amended,(15 U.S.C. 78a, et seq.) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, 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 and includes those policies and procedures that: