UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: December 31, 2013

 

or

 

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission file number: 333-175148

 

HORIZON ENERGY CORP.

(Exact name of registrant as specified in its charter)

 

Wyoming		38-3825959
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

14116 Customs Blvd, Suite 111 Gulfport, MS 39503

(Address of principal executive offices)

 

(337) 214-0097

(Registrant’s telephone number, including area code)

 

Securities registered under Section 12(b) of the Exchange Act: None

 

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.001 per share

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

 

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 ¨ No x

 

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 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 checkmark whether the registrant has submitted electronically and posted on its corporate Website, 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 if disclosure of delinquent filers pursuant 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 definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer	¨		Non-accelerated filer	¨
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 ¨ No x

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on March 31, 2014 was $4,140,000. As of April 15, 2014, the registrant had 48,000,000 shares of its common stock, par value $0.001 per share, outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE
NONE.

 

  

Horizon Energy Corp. f/k/a Solar America Corp.

 

Form 10-K Annual Report
Table of Contents

 

PART I
Item 1.	Business		4
Item 1A.	Risk Factors		5
Item 1B.	Unresolved Staff Comments		10
Item 2.	Properties		10
Item 3.	Legal Proceedings		10
Item 4.	Mine Safety Disclosures		10
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		10
Item 6.	Selected Financial Data		11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		14
Item 8.	Financial Statements and Supplementary Data		14
Item 9.	Change in and Disagreements with Accountants on Accounting and Financial Disclosure		14
Item 9A(T).	Controls And Procedures		14
Item 9B.	Other Information		15
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance		16
Item 11.	Executive Compensation		17
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		18
Item 13.	Certain Relationships and Related Transactions, and Director Independence		18
Item 14.	Principal Accountant Fees and Services		19
PART IV
Item 15.	Exhibits and Financial Statement Schedules		20

  

  

FORWARD LOOKING STATEMENT INFORMATION

 

Certain statements made in this Annual Report on Form 10-K are “forward-looking statements” regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth herein under the headings “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors”. We undertake no obligation to revise or update publicly any forward-looking statements for any reason. The terms “we”, “our”, “us”, or any derivative thereof, as used herein refer to Solar America Corp.

 

  

PART 1

 

ITEM 1.

BUSINESS.

 

COMPANY OVERVIEW

 

Horizon Energy Corp. was incorporated in the state of Wyoming on August 12, 2010, as Glacier Point Corp. (“GPC”). From the date of inception to December 5, 2010, GPC was a non-operating company with no shareholders. On December 5, 2010, our Former CEO, Brian Barrilleaux, acquired GCP from the incorporator.  On December 6, 2010, Mr. Barrilleaux filed an amendment with the State of Wyoming to change the name of GPC to Solar America Corp. On February 15, 2013, Mr. Barrilleaux resigned and the Company’s shareholders appointed Mr. Robert Bludorn as sole Director, CEO and Corporate Secretary. On May 28, 2013 we filed an amendment with the State of Wyoming to change the name from Solar America Corp to Horizon Energy Corp. to better reflect our business model.

 

On December 16, 2010, the Company entered into an Agreement for Sale and Purchase of Business (the “Acquisition”) with the shareholder of Solar N’ Stuff, Inc. (“SNS”), a corporation organized under the laws of the State of Louisiana, whereby the Company acquired 100% of the issued and outstanding shares of SNS in exchange for consideration in the aggregate amount of $100,000.  As a result of the Acquisition, the business of SNS became our principal business. On July 1, 2013 the Company decided that it was in the best interest of the shareholders to terminate the operations of SNS, effective immediately.

  

Simultaneously with the termination of the SNS operations, the Company decided to expand the company’s scope of operations to include more traditional energy sector opportunities. The Company is currently exploring additional market opportunities that may provide a faster path to growth than the alternative energy opportunities the Company continues to pursue. 

 

We have incurred a net operating loss for each period since the Company’s inception.  For the period from August 12, 2010 (Inception) to December 31, 2013, the Company had a combined net loss of $1,506,435 ($125,831 from entering development stage on July 1, 2013 and $1,380,604 from prior periods). 

 

Employees

 

As of the date of this filing we have one full-time employee, our Chief Executive Officer and President, Mr. Robert Bludorn.   We have no collective bargaining agreements with our employees.

  

There can be no assurance that the Company will be able to retain its key managerial and technical personnel or that it will be able to attract and retain additional highly qualified technical and managerial personnel in the future. The inability to attract and retain the technical and managerial personnel necessary to support the growth of the Company's business, due to, among other things, a large increase in the wages demanded by such personnel, could have a material adverse effect upon the Company's business, results of operations and financial condition.

 

Where You Can Find More Information

 

The public may read and copy any materials the Company files with the U.S. Securities and Exchange Commission (the “SEC”) at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0030.  The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

 

 

ITEM 1A.   RISK FACTORS.

 

Risks Related to Our Company

 

THE LIKELIHOOD OF OUR SUCCESS MUST BE EVALUATED WITH CONSIDERATION GIVEN TO THE PROBLEMS, EXPENSES, DIFFICULTIES, COMPLICATIONS AND DELAY FREQUENTLY ENCOUNTERED BY A COMPANY WITH LIMITED OPERATIONS.

 

Since we have a limited operating history, it will be difficult for investors and securities analysts to evaluate our business and future prospects.  You must consider our prospects in light of the risks, expenses and difficulties we face as a company with a limited operating history.  Investors should evaluate an investment in the Company in light of the uncertainties encountered by early-stage companies in an intensely competitive industry.  There can be no assurance that our efforts will be successful or that we will be able to maintain profitability.

 

We have only recently developed our strategy of expanding our business focus to include oil and gas exploration and production opportunities.  Potential investors should therefore be aware that we face the substantial risk of failure associated with any new business strategy as a result of problems encountered in connection with their commencement of new operations.  These include, but are not limited to, the entry of new competition, unknown or unexpected additional costs and expenses that may exceed estimates.

 

WE WILL REQUIRE FINANCING TO ACHIEVE OUR CURRENT BUSINESS STRATEGY AND OUR INABILITY TO OBTAIN SUCH FINANCING COULD PROHIBIT US FROM EXECUTING OUR BUSINESS PLAN AND CAUSE US TO SLOW DOWN OUR EXPANSION OF OPERATIONS.

 

We will need to raise funds through public or private debt or sale of equity to achieve our business strategy.   Such financing may not be available when needed.  Even if such financing is available, it may be on terms that are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms.  Our capital requirements to implement our business strategy will be significant.  Moreover, in addition to monies needed to continue operations over the next twelve months, we anticipate requiring additional funds in order to significantly expand our operations as set forth in our plan of operations.

 

The sale of additional equity securities could result in additional dilution to our stockholders.  The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations.  

 

While we believe that our current funding sources will continue to advance funds to us as needed, there can be no assurances that such funding will be available to us on terms that would be acceptable and at this time we have no specific details regarding the timing or terms under which such funding would be available. Accordingly, there can be no assurance that we will be able to obtain financing if and when it is needed on terms we deem acceptable.  If we are unable to obtain financing on reasonable terms, we could be forced to delay or scale back our plans for expansion.  In addition, such inability to obtain financing on reasonable terms could have a material adverse effect on our business, operating results, or financial condition.

 

THERE IS A SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN.

 

The Company has incurred a net operating loss for each period since the Company’s inception.  For the year ended December 31, 2013, the Company had an accumulated net loss of $1,506,435, and had a working capital deficit. These factors, among others, raise substantial doubt about our ability to continue as a going concern.  Our ability to continue generating revenues will depend on a number of factors, many of which are beyond our control.  These factors include general economic conditions, interest rates, market acceptance of our products and services, and competitive efforts.  Due to these factors, we cannot anticipate with any degree of certainty what our revenue will be in future periods.

 

As such, our independent registered public accountants have expressed substantial doubt about our ability to continue as a going concern.  This opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise.  If we fail to raise sufficient capital when needed, we will not be able to complete our proposed business plan.  As a result, we may have to liquidate our business and you may lose your investment.

 

 

WE NEED TO MANAGE GROWTH IN OPERATIONS TO MAXIMIZE OUR POTENTIAL GROWTH AND ACHIEVE OUR EXPECTED REVENUES. OUR FAILURE TO MANAGE GROWTH WILL CAUSE A DISRUPTION OF OUR OPERATIONS THAT MAY RESULT IN THE FAILURE TO GENERATE REVENUES AT LEVELS WE EXPECT.

 

In order to maximize potential growth in our current markets, we may have to expand our operations. Such expansion will place a significant strain on our management and our operational, accounting and information systems. We expect that we will need to continue to improve our financial controls, operating procedures and management information systems. We will also need to effectively train, motivate and manage our employees. Our failure to manage our growth could disrupt our operations and ultimately prevent us from generating the revenues we expect.

 

Risks Related to Our Business and Industry

 

THE EXPLORATION AND PRODUCTION OF OIL AND NATURAL GAS IS A HIGHLY COMPETITIVE MARKET AND WE MAY BE UNABLE TO COMPETE SUCCESSFULLY.

 

The market for the exploration and productions of oil and natural gas is intensely competitive. We will compete for opportunities directly with larger and more established firms, which have significant advantages over us, including access to greater capital resources, established support operations and access to a larger variety of potential projects.

 

We expect these competitors to devote significant financial and operating resources to maintain their respective positions in the marketplace.  We also expect existing competitors and new entrants to the market to constantly revise and improve their products and services in light of challenges from us and other competition.  If we cannot respond effectively to advances by our competitors, our business may be adversely affected.

  

IF WE ARE UNABLE TO RESPOND TO CHANGING TECHNOLOGIES AND ISSUES PRESENTED BY NEW TECHNOLOGIES, OUR BUSINESS WILL BE HARMED.

 

The alternative energy industry is subject to technological change.  If we rely on products and technologies that are not attractive to customers, or if we are unable to respond appropriately to changing technologies and changes in product function and quality, we may not be successful in capturing or retaining a significant market share.  In addition, any new technologies utilized in our alternative energy systems may not perform as expected or as desired, in which event the adoption of such products or technologies could harm our business.

   

FUTURE ACQUISITIONS COULD HAVE ADVERSE CONSEQUENCES ON OUR EXISTING BUSINESS OR ASSETS.

 

We may acquire additional operating businesses and other assets that we believe will aid us in our business model and growth strategy.  Our acquisition strategy involves numerous risks, including:

 

THE LACK OF AVAILABILITY OF POTENTIAL ACQUISITIONS AT REASONABLE PRICES COULD HARM OUR GROWTH STRATEGY.

 

We face stiff competition from others for acquisition opportunities.  If the prices sought by sellers of these companies were to rise, we may find fewer acceptable acquisition opportunities.  In addition, the purchase price of possible acquisitions could require debt or equity financing on our part.  Since the terms and availability of this financing depend to a large degree upon general economic conditions and third parties over which we have no control, we can give no assurance that we will obtain the needed financing or that we will obtain such financing on attractive terms.  In addition, our ability to obtain financing depends on a number of other factors, many of which are also beyond our control, such as interest rates and national and local business conditions.  If the cost of obtaining needed financing is too high or the terms of such financing are otherwise unacceptable in relation to the acquisition opportunity we are presented with, we may decide to forgo that opportunity.  Additional indebtedness could increase our leverage and make us more vulnerable to economic downturns and may limit our ability to withstand competitive pressures.  Additional equity financing could result in dilution to our stockholders.

 

 

IT MAY BE DIFFICULT TO PREDICT OUR FINANCIAL PERFORMANCE BECAUSE OUR QUARTERLY OPERATING RESULTS MAY FLUCTUATE.

 

Our revenues and operating results may vary significantly from quarter to quarter due to a variety of factors, many of which are beyond our control.  You should not rely on period-to-period comparisons of our results of operations as an indication of our future performance.  Our results of operations may fall below the expectations of market analysts and our own forecasts.  If this happens, the market price of our common stock may fall significantly.  The factors that may affect our quarterly operating results include the following:

 

Access to exploration and production opportunities tends to be cyclical; reflecting overall economic conditions as well as budgetary and seasonal weather.  

 

WE ARE OPERATING IN A HIGHLY COMPETITIVE MARKET AND WE ARE UNSURE AS TO WHETHER OR NOT THERE WILL BE OPPORTUNITES FOR US TO PARTICIPATE IN PROFITABLE OPPORTUNITIES.

 

Some of our competitors are much larger and better capitalized than we are.  It may be that our competitors will better address the same market opportunities that we are addressing.  These competitors, either alone or with collaborative partners, may succeed in developing business models that are more effective or have greater market success than our own.  The Company is especially susceptible to larger companies that invest more money in marketing.  Moreover, the market for our products is potentially large but highly competitive.  There is little or no hard data that substantiates the demand for our services or how this demand will be segmented over time.  We will be subject to delays and or order cancellation due to factors outside of the company’s control.

 

THE LACK OF PUBLIC COMPANY EXPERIENCE OF OUR MANAGEMENT TEAM COULD ADVERSELY IMPACT OUR ABILITY TO COMPLY WITH THE REPORTING REQUIREMENTS OF U.S. SECURITIES LAWS.

 

Our management team lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002.  Our senior management has never had responsibility for managing a publicly traded company.  Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis.  Our senior management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including the establishing and maintaining internal controls over financial reporting.  Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, which is necessary to maintain our public company status.  If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.

 

WE NEED TO ESTABLISH AND MAINTAIN REQUIRED DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING AND TO MEET THE PUBLIC REPORTING AND THE FINANCIAL REQUIREMENTS FOR OUR BUSINESS, WHICH WILL BE TIME CONSUMING FOR OUR MANAGEMENT.

 

Our management has a legal and fiduciary duty to establish and maintain disclosure controls and control procedures in compliance with the securities laws, including the requirements mandated by the Sarbanes-Oxley Act of 2002.  The standards that must be met for management to assess the internal control over financial reporting as effective are new and complex, and require significant documentation, testing and possible remediation to meet the detailed standards.  Because we have limited resources, we may encounter problems or delays in completing activities necessary to make an assessment of our internal control over financial reporting, and other disclosure controls and procedures.

 

 

WHILE NO CURRENT LAWSUITS ARE FILED AGAINST THE COMPANY, THE POSSIBILITY EXISTS THAT A CLAIM OF SOME KIND MAY BE MADE IN THE FUTURE.

 

While no current lawsuits are filed against us, the possibility exists that a claim of some kind may be made in the future.  While we will work to ensure high product quality and accuracy in all marketing and labeling, no assurance can be given that some claims for damages will not arise.  We currently have no plan to purchase liability insurance and we currently lack the resources to purchase such insurance.

 

Risks Related to Our Common Stock

 

THE COMPANY’S STOCK PRICE MAY BE VOLATILE.

 

The market price of the Company’s Common Stock is likely to be highly volatile and could fluctuate widely in price in response to various potential factors, many of which will be beyond the Company’s control.

  

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of the Company’s common stock.

 

WE MAY INCUR SIGNIFICANT COSTS TO BE A PUBLIC COMPANY TO ENSURE COMPLIANCE WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS AND WE MAY NOT BE ABLE TO ABSORB SUCH COSTS.

 

We are subject to the information and reporting requirements of the U.S. securities laws. The U.S. securities laws require, among other things, review, audit, and public reporting of our financial results, business activities, and other matters. Recent SEC regulation, including regulation enacted as a result of the Sarbanes-Oxley Act of 2002, has also substantially increased the accounting, legal, and other costs related to becoming and remaining an SEC reporting company. If we do not have current information about our company available to market makers, they will not be able to trade our stock. The public company costs of preparing and filing annual and quarterly reports, and other information with the SEC and furnishing audited reports to stockholders, will cause our expenses to be higher than they would be if we were privately-held. These increased costs may be material and may include the hiring of additional employees and/or the retention of additional advisors and professionals. Our failure to comply with the federal securities laws could result in private or governmental legal action against us and/or our officers and directors, which could have a detrimental effect on our business and finances, the value of our stock, and the ability of stockholders to resell their stock.

 

OUR COMMON STOCK IS SUBJECT TO THE “PENNY STOCK” RULES OF THE SEC AND THE TRADING MARKET IN OUR SECURITIES IS LIMITED, WHICH MAKES TRANSACTIONS IN OUR STOCK CUMBERSOME AND MAY REDUCE THE VALUE OF AN INVESTMENT IN OUR STOCK.

 

The SEC has adopted Rule 15g-9, which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions.  For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.  In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 

 

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules.  This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

 

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.  Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 

THE MARKET FOR PENNY STOCKS HAS EXPERIENCED NUMEROUS FRAUDS AND ABUSES WHICH COULD ADVERSELY IMPACT INVESTORS IN OUR STOCK.

 

We believe that the market for penny stocks has suffered from patterns of fraud and abuse 

 

FINRA SALES PRACTICE REQUIREMENTS MAY LIMIT A STOCKHOLDER’S ABILITY TO BUY AND SELL OUR STOCK.

 

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that relate to the application of the SEC’s penny stock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the investment is suitable for that customer, prior to recommending the investment. Prior to recommending speculative, low priced securities to their non-institutional customers, broker/dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker/dealers to recommend that their customers buy our common stock, which may have the effect of reducing the level of trading activity and liquidity of our common stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our common stock, reducing a shareholder’s ability to resell shares of our common stock.

 

WE DO NOT EXPECT TO PAY DIVIDENDS FOR SOME TIME, WHICH COULD RESULT IN NO RETURN ON YOUR INVESTMENT.

 

We have never declared or paid cash dividends on our common stock.  We currently intend to retain our earnings, if any, to provide funds for the operation and expansion of our business and, therefore, do not anticipate declaring or paying cash dividends in the foreseeable future.  Any payment of future dividends will be at the discretion of the Company’s board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to the payment of dividends and other relevant factors of our operations

 

THE ELIMINATION OF MONETARY LIABILITY AGAINST THE COMPANY’S EXISTING AND FUTURE DIRECTORS, OFFICERS AND EMPLOYEES UNDER WYOMING LAW AND THE EXISTENCE OF INDEMNIFICATION RIGHTS TO THE COMPANY’S EXISTING AND FUTURE DIRECTORS, OFFICERS AND EMPLOYEES MAY RESULT IN SUBSTANTIAL EXPENDITURES BY THE COMPANY AND MAY DISCOURAGE LAWSUITS AGAINST THE COMPANY’S DIRECTORS, OFFICERS AND EMPLOYEES.

 

 

The Company’s Articles of Incorporation contain specific provisions that eliminate the liability of directors for monetary damages to the Company and the Company’s stockholders; further, the Company is prepared to give such indemnification to its existing and future directors and officers to the extent provided by Wyoming law.  The Company may also have contractual indemnification obligations under future employment agreements with its officers or employees.  The foregoing indemnification obligations could result in the Company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which the Company may be unable to recoup.  These provisions and resultant costs may also discourage the Company from bringing a lawsuit against existing and future directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by the Company’s stockholders against the Company’s existing and future directors and officers even though such actions, if successful, might otherwise benefit the Company and its stockholders.

 

ITEM 1B.

UNRESOLVED STAFF COMMENTS.

 

Not applicable.

 

ITEM 2.

PROPERTIES

 

We currently lease office space as our corporate headquarters. This space is located at 14116 Customs Blvd, Suite 111 in Gulfport, Mississippi 39503.  We pay approximately $700 per month for use of this office space under a month-to-month lease.  As of the date hereof, we have not sought to move or change either of our locations.  Additional space may be required as we expand our operations.  We do not foresee any significant difficulties in obtaining any required additional space.  We currently do not own any real property.

 

ITEM 3.

LEGAL PROCEEDINGS

  

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.  We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

  

ITEM 4.

MINE SAFETY DISCLOSURES.

 

Not applicable.

  

PART II

 

ITEM 5.

MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

(a) Market Information

 

Our common stock began trading on the OTC markets on October 12, 2012 under the symbol “SOLX.” On June 19, 2013, FINRA approved the change of our symbol to “HORI” to better reflect our new name. The following table sets forth, for the respective periods indicated, the prices of the common stock in the over-the-counter market, as reported and summarized by the OTC Bulletin Board. Such prices are based on inter-dealer bid and asked prices, without markup, markdown, commissions, or adjustments and may not represent actual transactions.

 

Quarter ended		Low Price				High Price
March 31, 2013		$	0.09			$	0.23
June 30, 2013		$	0.09			$	0.23
September 30, 2013		$	0.09			$	0.23
December 31, 2013		$	0.09			$	0.09

 

 

(b) Holders

 

April 15, 2014, a total of 48,000,000 shares of the Company’s common stock are currently outstanding held by 7 shareholders of record. This figure does not take into account those shareholders whose certificates are held in the name of broker-dealers or other nominees.

 

(c) Dividends

 

Since inception, no dividends have been paid on our common stock. We intend to retain any earnings for use in our business activities, so it is not expected that any dividends on our common stock will be declared and paid in the foreseeable future.

 

Any future dividends will be at the discretion of the Board of Directors, after taking into account various factors, including among others, operations, current and anticipated cash needs and expansion plans, the income tax laws then in effect, the requirements of Wyoming law, and any restrictions that may be imposed by our future credit arrangements.

 

(d) Securities Authorized for Issuance under Equity Compensation Plans

 

No securities are authorized for issuance by the Company under equity compensation plans.

 

Rule 10B-18 Transactions

 

During the year ended December 31, 2013 there were no repurchases of the Company’s common stock by the Company.

 

Recent Sales of Unregistered Securities

 

There were no sales of unregistered equity securities not otherwise reported on a Current Report on Form 8-K or Form 10-K during the December 31, 2013, fiscal year end.

 

ITEM 6.

SELECTED FINANCIAL DATA.

 

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information required by this item.

 

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

Certain statements in this report and elsewhere (such as in other filings by the Company with the Securities and Exchange Commission ("SEC"), press releases, presentations by the Company of its management and oral statements) may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," and "should," and variations of these words and similar expressions, are intended to identify these forward-looking statements. Actual results may materially differ from any forward-looking statements. Factors that might cause or contribute to such differences include, among others, competitive pressures and constantly changing technology and market acceptance of the Company's products and services. The Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements, which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

 

Plan of Operations

 

We have focused our efforts primarily on identifying oil and natural gas exploration and production opportunities for the company to develop or acquire. Our plan over the next twelve months is to aggressively pursue these projects which should lead to the generation of revenues.

 

Results of Operations

 

Fiscal Year Ended December 31, 2013 Compared to Fiscal Year Ended December 31, 2012

 

Revenue

 

The Company entered development stage as of July 1, 2013, and as such has recorded $0 revenue. Amounts for 2012 were reclassified to present discontinued operations.

 

Cost of Goods Sold

 

The Company entered development stage as of July 1, 2013, and as such has recorded $0 cost of sales. Amounts for 2012 were reclassified to present discontinued operations

 

Operating Expenses

 

Operating expenses decreased $38,050, or 11%, to $233,453 from $271,503 for the years ended December 31, 2013 and 2012, respectively. The overall decrease in operating expenses results primarily from a reduction in costs associated with the discontinuation of our operating subsidiary.

 

Interest Expense

 

For the years ended December 31, 2013 and 2012, the Company recognized interest expense of $103,200 and $69,637, respectively. The increase is due to increase in overall outstanding debt.

 

Net Loss

 

Our net losses for the years ended December 31, 2013 and 2012 were $474,900 and $476,806, respectively.

 

Net loss from discontinued operations for the years ended December 31, 2013 and 2012 is comprised of:

 

		Year ended  December  31,2013				Year ended December 31, 2012
Revenues		$	32,838			$	209,619
Cost of goods sold			(18,741	)			(120,536	)
General and administrative expenses			(90,151	)			(224,749	)
Impairment of goodwill			(62,193	)			-
Loss on discontinued operations		$	(138,247	)		$	(135,666	)

 

Liquidity and Capital Resources

 

Years ended December 31, 2013 as compared to December 31, 2012

 

Effective July 1, 2013 we discontinued the operations of SNS and as such have reclassified items for 2012 to conform to the presentation of 2013.

 

During the years ended December 31, 2013 and 2012, the Company recognized negative cash flows from operating activities of $292,539 and $454,522, respectively. As of December 31, 2013, the Company held cash and cash equivalents of $11,569 compared to cash of $18,858 as of December 31, 2012.

 

 

For the years ended December 31, 2013 and 2012, cash provided by investing activities totaled $0. 

Cash provided by financing activities totaled $285,250 and $455,000 for the years ended December 31, 2013 and 2012, respectively, and consisted of amounts loaned by Infinite Funding under various notes payable with maturity on December 30, 2015 in the amounts of $285,250 and $335,000, respectively, and sale of common stock for proceeds of $120,000 during the year ended December 31, 2012.

 

The Company is dependent upon obtaining adequate financing to enable it to pursue its business plan and manage its operations for profitability. The Company has limited financial resources available, which has had an adverse impact on the Company's liquidity, activities and operations. These limitations have adversely affected the Company's ability to obtain certain projects and pursue additional business. There is no assurance that the Company will be able to raise sufficient funding to enhance the Company's financial resources sufficiently to generate volume for the Company, or to engage in any significant research and development, or purchase plant or significant equipment.

 

Management has been successful in raising sufficient funds to cover the Company’s immediate expenses including general and administrative.

 

The Company as a whole may continue to operate at a loss for an indeterminate period thereafter, depending upon the performance of its new businesses. In the process of carrying out its business plan, the Company will continue to identify new financial partners and investors. However, it may determine that it cannot raise sufficient capital to support its business on acceptable terms, or at all. Accordingly, there can be no assurance that any additional funds will be available on terms acceptable to the Company or at all.

 

Commitments

 

Premier Dealer Agreement

 

On January 1, 2011, the Company entered into a three-year non-exclusive dealer agreement with Solatube to distribute certain products for the following territories:  The Parishes of Ascension, Assumption, East Baton Rouge, Iberville, Jefferson, Lafourche, Livingston, Orleans, Plaquemines, St. Bernard, St. Charles, St. James, St John the Baptist, St. Tammany, Tangipahoa, Terrebonne, and West Baton Rouge, within the State of Louisiana.  During the year ended December 31, 2013, the Company and Solatube mutually terminated the agreement with no penalty.

 

Going Concern

 

As reflected in the accompanying financial statements, the Company had a net loss and net cash used in operations for the year ended December 31, 2013, and a working capital deficit and stockholders’ deficit, respectively, at December 31, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The ability of the Company to continue its operations is dependent on management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes.

 

The Company will require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. The Company believes its current available cash along with anticipated revenues may be insufficient to meet its cash needs for the near future. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

 

In response to these problems, management has taken the following actions:

 

·

seek additional third party debt and/or equity financing;

·

continue with the implementation of the business plan;

·

increase product prices and reduce discounts;

 

 

Off-Balance Sheet Arrangements

 

As of December 31, 2013, we have no off-balance sheet arrangements such as guarantees, retained or contingent interest in assets transferred, obligation under a derivative instrument and obligation arising out of or a variable interest in an unconsolidated entity.

 

Critical Accounting Policies

 

In preparing our consolidated financial statements, we make estimates, assumptions and judgments that can have a significant impact on our operating income and net income as well as on the value of certain assets and liabilities on our consolidated balance sheet. The application of our critical accounting policies requires an evaluation of a number of complex criteria and significant accounting judgments by us. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Senior management has discussed the development, selection and disclosure of these estimates with the Board of Directors. Actual results may differ materially from these estimates under different assumptions or conditions.

 

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made and/or if different estimates that reasonably could have been used or changes in the accounting estimates that are reasonably likely to occur periodically could materially impact the consolidated financial statements. Refer to the Notes to the Financial Statements for a listing of critical accounting policies.

 

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

We do not hold any derivative instruments and do not engage in any hedging activities.

 

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

See the index to the Financial Statements below, beginning on page F-1.

 

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

There are no reportable events under this item for the year ended December 31, 2013.

 

ITEM 9A.

CONTROLS AND PROCEDURES

 

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

 

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) in effect as of December 31, 2013 was carried out under the supervision and with the participation of our Chief Executive Officer who also performs the functions of the principal financial officer. Based upon that evaluation, the Chief Executive Officer (acting in that capacity and also as the Company’s principal financial officer) concluded that the design and operation of our disclosure controls and procedures were not effective as of December 31, 2013 (the end of the period covered by this annual report on Form 10-K).

 

(b) MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. It should be noted, however, that because of inherent limitations, any system of internal controls, however well-designed and operated, can provide only reasonable, but not absolute, assurance that financial reporting objectives will be met. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

 

 

An internal control material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements would not be prevented or detected on a timely basis by employees in the normal course of their work. Our Chief Executive Officer, also performing the functions of the principal financial officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2013 based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organization of the Treadway Commission (the COSO criteria). Based on that evaluation under the COSO criteria, our management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2013. Based on our internal control over financial reporting as designed, documented and tested, we identified multiple material weaknesses related to maintaining an adequate control environment. The material weaknesses in our internal controls related to inadequate staffing within our accounting department and upper management, lack of controls regarding the assignment of authority and responsibility, lack of consistent policies and procedures, inadequate monitoring of controls, and inadequate disclosure controls.

 

No Attestation Report of the Registered Public Accounting Firm

 

This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding the Company’s internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to an exemption for smaller reporting companies under Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The Dodd-Frank Act provides an exemption from the independent auditor attestation requirement under Section 404(b) of the Sarbanes-Oxley Act for small issuers that are neither a large accelerated filer nor an accelerated filer. The Company qualifies for this exemption.

 

(c) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no changes in the Company’s internal control over financial reporting identified in connection with the evaluation referred to above during the last quarter of fiscal 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

ITEM 9B.

OTHER INFORMATION

 

Not applicable.

 

 

PART III

 

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 

The following table sets forth information concerning our officers and directors as of December 31, 2013 together with all positions and offices of the Company held by each:

 

Name		Position		Age
Brian D Barrilleaux1		Former Chairman/CEO		33
Kellie A Moss2		Former Corporate Secretary		36
Robert S Bludorn3		Chairman and CEO		49

 

1.

Resigned on February 15, 2013

2.

Resigned on February 15, 2013

3.

Appointed on February 15, 2013

 

Biographical Information

 

The following paragraphs set forth brief biographical information for the aforementioned director and executive officers and directors:

 

Robert S Bludorn, age 49, Chief Executive Officer and Chairman

 

Mr. Bludorn was appointed Chairman and CEO on February 15, 2013. Prior to his appointment Mr. Bludorn served as the Director of Operations for the Registrant’s Solar N Stuff (“SNS”) subsidiary in Covington, LA. In his role as Director, Mr. Bludorn has been instrumental in bringing new cutting edge solar power and solar thermal product to customers throughout Southeast Louisiana. From 2009 to 2011 Mr. Bludorn served as the Sales Manager for SNS before being promoted upon the acquisition of SNS by the Registrant. Immediately prior to joining SNS Mr. Bludorn served as District Manager for New Age Concepts, a Chicago provider of staffing and payroll management services.

 

Family Relationships

 

There are no family relationships among our directors, executive officers, or persons nominated or chosen by the Company to become directors or executive officers.

 

Board Committees

 

The Company does not currently have a designated audit, nominating or compensation committee.  The Company currently has no plans to form these separately designated board committees.

 

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board of directors.

 

There are no agreements or understandings for any director or officer to resign at the request of another person and none of the directors or officers is acting on behalf of or will act at the direction of any other person.  The activities of each director and officer are material to the operation of the Company.  No other person’s activities are material to the operation of the Company.

 

 

Compensation and Audit Committees

 

As we only have one board member and given our limited operations, we do not have separate or independent audit or compensation committees. Our Board of Directors has determined that it does not have an “audit committee financial expert,” as that term is defined in Item 407(d)(5) of Regulation S-K. In addition, we have not adopted any procedures by which our shareholders may recommend nominees to our Board of Directors.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of our Common Stock (collectively, the “Reporting Persons”) to report their ownership of and transactions in our Common Stock to the SEC. Copies of these reports are also required to be supplied to us. To our knowledge, during the fiscal year ended December 31, 2013the Reporting Persons complied with all applicable Section 16(a) reporting requirements.

 

Code of Ethics

 

We have adopted a Code of Ethics, which applies to all of our directors, officers and employees. The Code of Ethics was filed as Exhibit 14.1 to our Registration Statement on Form S-1, filed with the SEC on June 27, 2011. If we make any amendment to our Code of Ethics other than a technical, administrative or non-substantive amendment, or if we grant any waiver, including any implicit waiver, from a provision of the Code of Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, we will disclose the nature of the amendment or waiver in a current report on Form 8-K filed with the SEC.

 

Legal Proceedings

 

There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

 

ITEM 11.

EXECUTIVE COMPENSATION.

 

Summary Compensation Table. The following table sets forth certain information concerning the annual compensation of our Chief Executive Officer and our other executive officers during the last two fiscal years including both accrued and cash compensation.

 

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non- Equity Incentive Plan Compen- sation ($)				Change in Pension Value and Non- qualified Deferred Compen- sation Earnings ($)				All Other Compen- sation ($)				Total ($)
Robert S Bludorn			2013				60,000				0				0				0				0				0				0				0
CEO & Chairman			2012				0				0				0				0				0				0				0				0

 

 

Option Grants Table

 

There were no individual grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table from inception through December 31, 2013.

 

Director Compensation

 

We do not currently pay any cash fees to our directors, nor do we pay director’s expenses in attending board meetings.

   

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

The following table sets forth certain information as of March 31, 2014 regarding the number and percentage of our Common Stock (being our only voting securities) beneficially owned by each officer, director, each person (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by us to own 5% or more of our Common Stock, and all officers and directors as a group.

 

Title of Class		Name, Title and Address of Beneficial Owner of Shares (1)		Amount of Beneficial Ownership (2)		Percent of Class
Common		Brian D. Barrileaux; Former CEO; Pres.		30,000,000			62.5	%
Common		Robert S Bludorn		-			-
All Officers and Directors as a Group				30,000,000			62.5%

 

1. The address of each executive officer and director is c/o Solar America Corp. at 14116 Customs Blvd, Suite 111; Gulfport, MS 39503

 

2. As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

 

3. These shares are held in the name of Salty Pepper Corp., a Louisiana Corporation. Brian Barrilleaux, the Company’s Former Chairman and President is the sole beneficial owner of Salty Pepper Corp.  

 

Unless otherwise indicated, we have been advised that all individuals or entities listed have the sole power to vote and dispose of the number of shares set forth opposite their names. For purposes of computing the number and percentage of shares beneficially owned by a security holder, any shares which such person has the right to acquire within 60 days of December 31, 2013 are deemed to be outstanding, but those shares are not deemed to be outstanding for the purpose of computing the percentage ownership of any other security holder.

 

We currently do not maintain any equity compensation plans.

 

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

  

None of the following persons has any direct or indirect material interest in any transaction to which we were or are a party since the beginning of our last fiscal year, or in any proposed transaction to which we propose to be a party:

 

 

(A)

Any of our director(s) or executive officer(s);

 

(B)

Any nominee for election as one of our directors;

 

(C)

Any person who is known by us to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to our Common Stock; or

 

(D)

Any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph (A), (B) or (C) above.

 

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 

McConnell & Jones, LLP is our independent registered public accounting firm.

 

Audit Fees

 

(a) The aggregate fees billed by McConnell & Jones, LLP for professional services rendered for the audit of our annual financial statements on Forms 10-K or services that are normally provided in connection with statutory and regulatory filings were $25,500 and $19,500 for the fiscal year ended December 31, 2013 and 2012.

 

Audit-Related Fees

 

(b) None.

 

Tax Fees

 

(c) None.

 

All Other Fees

 

(d) None.

 

Pre-Approval Policy

 

We do not currently have a standing audit committee. The above services were approved by our Board of Directors.

 

 

PART IV

 

Item 15.   Exhibits and Financial Statement Schedules

3.1		Articles of Incorporation of Glacier Point Corp., dated August 12, 2010 (as filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 27, 2011)
3.2		Amendment to the Articles of Incorporation of Glacier Point Corp., to effectuate name change to Solar America Corp., dated December 6, 2010 (as filed as Exhibit 3.2 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 27, 2011)
3.3		Amended and Restated Articles of Incorporation of Solar America Corp., dated April 26, 2011 (as filed as Exhibit 3.3 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 27, 2011)
3.4		Bylaws of Glacier Point Corp., dated August 12, 2010 (as filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 27, 2011)
3.5		Amended and Restated Bylaws of Solar America Corp., dated April 4, 2011 (as filed as Exhibit 3.5 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 27, 2011)
14.1		Code of Ethics (as filed as Exhibit 14.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 27, 2011)
21.1		List of Subsidiaries (as filed as Exhibit 21.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on June 27, 2011)
31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002
31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002
32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Presentation Linkbase

 

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 

		Page
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of December 31, 2013 and 2012		F-2
Consolidated Statements of Operations the years ended December 31, 2013 and 2012		F-3
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2013 and 2012		F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012		F-5
Notes to Consolidated Financial Statements		F-6

 

 

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS

  

Report of Independent Registered Public Accounting Firm

 

To the Board of Directors of

Horizon Energy Corp.

 

We have audited the accompanying consolidated balance sheets of Horizon Energy Corp. (a development stage company) (the Company) as of December 31, 2013 and 2012 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years 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 audits.

 

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated 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 audits included consideration of internal controls 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 controls 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 audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2013 and 2012 and the results of its operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 of the consolidated financial statements, the Company has incurred losses, has negative operational cash flows and believes that its existing capital resources may not be adequate to enable it to execute its business plan. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

/s/ McConnell & Jones, LLP

 

Houston, Texas

April 14, 2014

 

  

HORIZON ENERGY CORP. F/K/A SOLAR AMERICA CORP.
(a development stage company)

 

CONSOLIDATED BALANCE SHEETS

 

		December 31, 2013				December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents		$	11,569			$	18,858
Prepaid expenses			695				-
Total current assets			12,264				18,858
Net Assets from discontinued operations		$	35,903				120,296
Total assets		$	48,167			$	139,154
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities		$	4,153			$	8,691
Advances			50,250				-
Total current liabilities			54,403				8,691
Notes payable – long term			1,266,999				1,031,999
Accrued Interest-long term			103,200				-
Total liabilities			1,424,602				1,040,690
COMMITMENTS AND CONTINGENCIES (See Note 6)			-				-
STOCKHOLDERS’ DEFICIT			-				-
Common stock, ($0.001 par value), 200,000,000 shares authorized and 48,000,000 shared issued and outstanding as of December 31, 2013 and 2012, respectively			48,000				48,000
Additional paid-in capital			82,000				82,000
Accumulated deficit during development stage			(125,831	)			-
Accumulated deficit			(1,380,604	)			(1,031,536	)
Total stockholders' deficit			(1,376,435	)			(901,536	)
Total liabilities and stockholders' deficit		$	48,167			$	139,154

 

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

 

  

HORIZON ENERGY CORP. F/K/A SOLAR AMERICA CORP.

(a development stage company)

 

CONSOLIDATED STATEMENTS OF OPERATIONS

										For the Period from
		For the Year				For the Year				Development Stage
		Ended				Ended				through
		December 31, 2013				December 31, 2012				December 31, 2013
Revenues earned during the development stage		$	-			$	-			$	-
Cost of revenues (exclusive of depreciation shown separately below):
Product and Services costs			-				-				-
Operating expenses
Selling, general and administrative			233,453				271,503				65,466
Total operating expenses			233,453				271,503				65,466
LOSS FROM OPERATIONS			(233,453	)			(271,503	)			(65,466	)
“
OTHER INCOME (EXPENSE)
Interest Expense			(103,200	)			(69,637	)			(52,024	)
Net loss from continuing operations			(336,653	)			(341,140	)			(117,490	)
Discontinued operations
Loss from operations of discontinued subsidiary, Solar N Stuff.			(138,247	)			(135,666	)			(8,341	)
NET LOSS		$	(474,900	)		$	(476,806	)		$	(125,831	)
Net loss per common share
- basic and diluted
Continuing operations		$	(0.01	)		$	(0.01	)
Discontinued operations			(0.00	)			(0.00	)
Total net loss per common share		$	(0.01	)		$	(0.01	)
Weighted average common shares outstanding
- basic and diluted			48,000,000				42,098,361

 

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

 

  

HORIZON ENERGY CORP. F/K/A SOLAR AMERICA CORP.

( a development stage company)

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

 

		Preferred Shares				Common Shares				Par Amount ($0.001)				Additional Paid-In Capital				Accumulated Deficit				Total
Balance at December 31, 2011			-				30,000,000			$	30,000			$	(20,000	)		$	(554,730	)		$	(544,730	)
Shares issued for cash							18,000,000				18,000				102,000				-				120,000
Net loss			-				-				-				-				(476,806	)			(476,806	)
Balance at December 31, 2012			-				48,000,000				48,000				82,000				(1,031,536	)		$	(901,536	)
Net loss from continuing operations			-				-				-				-				(336,653	)			(336,653	)
Net loss, discontinued operations			-				-				-				-				(138,247	)			(138,247	)
Balance at December 31, 2013			-				48,000,000			$	48,000			$	82,000			$	(1,506,435	)		$	(1,376,435	)

 

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

 

 

HORIZON ENERGY CORP. F/K/A SOLAR AMERICA CORP.
(a development stage company)

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the Year  Ended December 31, 2013				For the Year Ended  December 31, 2012				Development Stage for the period ended December 31,  2013
Cash used in operating activities:
Net loss from continuing operations		$	(336,653	)		$	(341,140	)		$	(117,490	)
Net loss from discontinued operations			(138,247	)			(135,666	)			(8,341	)
Net Changes in discontinued operating assets and liabilities
Change in Net Assets from discontinued operations			85,842				(39,838	)			10,756
Adjustments to reconcile net loss to net cash used in operating activities:
Share based compensation			-				-				-
Changes in operating assets and liabilities
Prepaid expenses			(695	)			5,500				-
Accounts payable and accrued liabilities			(5,986	)			(13,015	)			1,008
Accrued Interest			103,200				69,637				52,025
Net cash used in operating activities			(292,539	)			(454,522	)			(62,042	)
Cash flows from investing activities:
Net cash provided by investment activities			-				-				-
Cash flows from financing activities:
Sale of common stock			-				120,000				-
Borrowings on notes payable from Infinite Funding, Inc.			235,000				335,000				20,000
Advances from third parties.			50,250				-				50,250
Net cash provided by financing activities			285,250				455,000				70,250
Net increase  in cash and cash equivalents			(7,289	)			478				8,208
Cash and cash equivalents - beginning			18,858				18,380				3,361
Cash and cash equivalents - end		$	11,569			$	18,858			$	11,569
Supplemental schedule of cash flow information:
Interest paid		$	-			$	-			$	-

 

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

 

 

HORIZON ENERGY CORP. F/K/A SOLAR AMERICA CORP.
(a development stage company)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1:  Nature of Business and Summary of Significant Accounting Policies

 

Nature of Business and Basis of Presentation

 

Horizon Energy Corp. formerly known as Solar America Corp. began operations on August 10, 2010 as a Wyoming corporation (“Solar America”) and was formed with the intent to acquire businesses operating in the alternative energy industry sector. Horizon Energy Corp. changed it’s name in July 2013 to operate business under a new company symbol starting anew as an oil and gas business. , On December 16, 2010, Solar America acquired 100% of the outstanding common stock of Solar N Stuff, Inc. a Louisiana corporation founded in 2008 (“Solar n Stuff”), in exchange for $100,000, resulting in Solar n Stuff becoming a wholly owned subsidiary of Solar America.  Solar n Stuff’s results of operations are consolidated with Solar America and presented from December 16, 2010 forward.  During the period ended June 30, 2013, Horizon decided it was in the best interests of the shareholders to terminate the operations of SNS. SNS’s results of operations are presented as discontinued operations in all periods from December 16, 2010 through December 31, 2013. Simultaneously with the termination of the SNS operations, the Company determined it was in the best interest of the shareholders to expand the company’s scope of operations to include more traditional energy sector opportunities. As such, Horizon is a development stage company beginning July 1, 2013, with historical balances shown.

 

Summary of Significant Accounting Policies

 

Principles of Consolidation

 

The consolidated financial statements at December 31, 2013 and 2012 include the amounts of Solar n Stuff, a wholly owned subsidiary. All significant inter-company transactions and balances have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of consolidated financial statements in conformity with generally accepted accounting principles in the United States of America 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 periods.  Actual results could differ materially from those estimates.

 

Cash and Equivalents

 

Solar America considers all highly liquid investments with maturities from date of purchase of three months or less to be cash equivalents.  Cash and equivalents consist of cash on deposit with domestic banks and, at year-end all the funds were within the federally insured limits.

 

 

Goodwill

 

Goodwill represents the excess of cost over the net tangible assets and identifiable intangible assets of acquired businesses.  The Company’s goodwill results from the acquisition of Solar n Stuff.  In order to determine the fair value of goodwill on the Solar n Stuff acquisition, the Company allocated the purchase price to the fair value of all Solar n Stuff’s assets and liabilities.  The Company estimated the fair value of the assets and liabilities to approximate book value.  The excess of the fair value of the reporting unit over the amounts assigned to the assets and liabilities is the fair value of goodwill.  As a result, the Company recorded goodwill in the amount of $62,193 at December 16, 2010, as a non-current asset.

 

In accordance with guidance of the FASB ASC Topic no. 350-10, Goodwill and Other, the Company tests goodwill for impairment at least annually, or at any time when impairment indicators exist, by comparing the fair value of the reporting unit, generally based on discounted future cash flows, with its carrying amount including goodwill.  Examples of such indicators, which would cause the Company to test goodwill for impairment between annual tests, include a significant change in the business climate, significant unexpected competition, significant deterioration in market share, and/or a loss of key personnel.  If goodwill is determined to be impaired, the loss is measured by the excess of the carrying amount of the reporting unit over its fair value. As a result of the company’s decision to discontinue the operations of SNS, the Company recorded an impairment of goodwill in the amount of $62,193 during year ended December 31, 2013.

 

Fair Value of Financial Instruments

 

The Company measures fair value in accordance with ASC Topic 820, Fair Value Measurements and Disclosures (ASC 820) which defines fair value, establishes a framework for measuring fair value, establishes a fair value hierarchy based on the quality of inputs used to measure fair value and enhances disclosure requirements for fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company’s financial instruments consist primarily of accounts receivable, accounts payable, and note payables.  The Company believes the carrying value of its, accounts receivable, accounts payable and notes payable approximate fair value because of the short-term nature or stated interest rate of the instruments.

 

Income Taxes

 

The Company accounts for income taxes under the provisions of FASB ASC Topic No. 740Accounting for Income Taxes, which provides for an asset and liability approach in accounting for income taxes.  Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributable to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes.

 

In recording deferred income tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred income tax assets will be realized.  The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those deferred income tax assets would be realizable.  The Company considers the scheduled reversal of deferred income tax liabilities and projected future taxable income for this determination.  The Company established a full valuation allowance and reduced its net deferred tax asset, principally related to the Company’s net operating loss (“NOL”) carryovers, to zero as of December 31, 2013. The Company will continue to assess the valuation allowance against deferred income tax assets considering all available information obtained in future reporting periods.  If the Company achieves profitable operations in the future, it may reverse a portion of the valuation allowance in an amount at least sufficient to eliminate any tax provision in that period.  As a result of the acquisition of Solar n Stuff, the use of the NOL is limited under Section 382 of the IRS Rules and Regulations.

 

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.  

 

Reclassification

The company has reclassified certain amounts in prior year to conform with the discontinued operations presentation for 2013. Specifically, net assets from discontinued operations have been presented for both years for comparison purposes.

 

Note 2: Going Concern

 

At December 31, 2013, the Company had accumulated deficits and a working capital deficit.  The Company believes that its existing capital resources may not be adequate to enable it to execute its business plan.  These conditions raise substantial doubt as to the Company's ability to continue as a going concern.  The Company estimates that it will require additional cash resources during 2014 based on its current operating plan and condition. The accompanying consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.  If we fail to generate positive cash flow or obtain additional financing, when required, we may have to modify, delay, or abandon some or all of our business and expansion plans.

 

Note 3: Discontinued Operations

Net assets from discontinued operations for the years ended December 31, 2013 and 2012 are comprised of :

 

		Year ended December 31, 2013				Year ended December 31, 2012
Accounts Receivable		$	-			$	17,946
Inventory			-				19,348	)
PP&E-Net			38,541				53,350	)
Goodwill			-				62,193
Accounts Payable			-				(23,528	)
Accrued Liabilities			(2,638	)			(9,013	)
Net Assets from discontinued operations		$	35,903			$	120,296

 

Net loss from discontinued operations for the years ended December 31, 2013 and 2012 is comprised of:

 

		Year ended December 31,2013				Year ended December 31, 2012
Revenues		$	32,838			$	209,619
Cost of goods sold			(18,741	)			(120,536	)
General and administrative expenses			(90,151	)			(224,749	)
Impairment of goodwill			(62,193	)			-
Loss on discontinued operations		$	(138,247	)		$	(135,666	)

 

Note 4: Advances and Notes Payable

 

The Company received additional advances from third party investors in the principal aggregate amount of $50,250 during 2013.  These are non-interest bearing advances.

 

On December 31, 2012, the Company and Infinite Funding agreed to consolidate several outstanding note payable agreements into a new note agreement. Per the terms of the arrangement, a new note was issued with an aggregate face value of $1,031,999, which included $735,000 in face value of the prior notes, accrued and unpaid interest in the amount of $106,999 and non-interest bearing advances in the amount of $190,000. During 2013, Infinite Funding advanced $235,000 to the Company. The additional advance of $235,000 was included in the note payable as of December 31, 2013. The secured promissory note has a stated interest rate of 10%. The notes payable balance together with accrued interest is due and payable on December 30, 2015. Accrued interest for 2013 was $103,200. The note payable is secured by all of the Company’s assets.

  

 

Note 5: Common Stock

 

In 2012, the Company sold six (after the split, eighteen) million shares of its common stock pursuant to a registration statement filed with the Securities and Exchange Commission on Form S-1 that became effective on March 29, 2012. The total proceeds raised in the offering were $120,000 and the offering price per share was $0.02, pre-split. As of the date of this filing the offering is closed. The Company used the proceeds from the offering as described in its prospectus filed with the SEC.

 

Note 6: Commitments and Contingencies

 

Premier Dealer Agreement

 

On January 1, 2011, the Company entered into a three-year non-exclusive dealer agreement with SOLATUBE to distribute certain products for the following territories:  The Parishes of Ascension, Assumption, East Baton Rouge, Iberville, Jefferson, Lafourche, Livingston, Orleans, Plaquemines, St. Bernard, St. Charles, St. James, St John the Baptist, St. Tammany, Tangipahoa, Terrebonne, and West Baton Rouge, within the State of Louisiana.   

During 2013, the Company and mutually agreed to terminate the dealer agreement with no further obligation due.

 

Note 7: Income Taxes

 

Deferred income taxes are recorded at the effective tax rate of 15%. SFAS No. 109, ASC 740 “Accounting for Income Taxes”, the provision for income taxes is computed using the asset and liability method.  Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws.  A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

		December 31,				December 31
		2013				2012
Deferred tax asset attributable to:
Net operating losses		$	(225,806	)		$	(154,571	)
Less: valuation allowance			(225,806	)			(154,571	)
Total		$	-				-

 

As of December 31, 2013 and 2012, the deferred tax assets are net of a valuation allowance of $225,806 and $154,571 respectively, based on the amount that management believes will ultimately be realized.  Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income.  At December 31, 2013, Solar America had net loss carry-forwards from current operations $1,488,449 for tax purposes which will begin to expire in 2028.  As of a result of the acquisition of Solar n Stuff, the predecessor entity’s NOL’s are limited to carry forward under Section 382 of the IRS Rules and Regulations.  Currently, the Company’s 2011 federal tax return is under IRS examination. The Company has not yet filed 2012 and 2013 federal tax returns pending the outcome of the examination. The company has been assured that penalty will be waived if the company can resolve an issue with misapplication of an old SNS tax EIN Number under an old merchant account. As the company operates under a loss, there are no income taxes related to the examination. All years presented are open for IRS examination. The Company applies the authoritative guidance in accounting for uncertainty in income taxes recognized in the financial statements.  This guidance prescribes a two-step process to determine the amount of tax benefit to be recognized.  First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination.  If the tax position is deemed “more-likely-than-not” to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements.  The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. There are no uncertain tax positions taken by the Company on its tax returns.

 

Note 8:  Subsequent Events

 

The Company has evaluated subsequent events through the date the financial statements were issued. No significant subsequent events occurred.

  

 

SIGNATURES

 

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

 

		Horizon Energy Corp.
	By:	/s/ Robert S Bludorn
		Robert S Bludorn Chairman & CEO (Principal Executive Officer and Principal Accounting Officer)

 

April 15, 2014