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Table of Contents



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


[bullsnbears10q33113_10q001.jpg]


FORM 10-Q


[X]

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

For the quarterly period ended March 31, 2013

 

OR

 

[   ]

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

For the transition period from ______________ to __________________


Commission File Number 000-54616

 

BullsNBears.com, Inc.

 (Exact name of registrant as specified in its charter)

 

Delaware

45-2282672

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)


4731 W. Atlantic Ave. Suite B-7 Delray Beach, FL 33445

(Address of principal executive offices)(Zip Code)

 

(561) 265-5657

(Registrant’s telephone number, including area code)


Not applicable

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the issuer (1) has 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 last 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 (SS 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 [   ]     NO [X]


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


 

Large accelerated filer

[   ]

 

Accelerated filer

[   ]

 

Non-accelerated filer

[   ]

 

Smaller reporting company

[X]


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

YES [   ]     NO [X]


APPLICABLE ONLY TO CORPORATE ISSUERS:


As of May 13, 2013, there were 11,680,000 shares of the registrant’s $0.0001 par value common stock issued and outstanding.






TABLE OF CONTENTS 

Page

 

 

PART I.  FINANCIAL INFORMATION

 

  

 

ITEM 1.

FINANCIAL STATEMENTS

 

 

 

 

 

Balance Sheets at March 31, 2013 (unaudited) and December 31, 2012

4

 

Statements of Operations for the three months ended March 31, 2013 and 2012 and for the period from December 30, 2010 (inception) to March 31, 2013 (unaudited)

5

 

Statements of Cash Flows for the three months ended March 31, 2013 and 2012 and for the period from December 30, 2010 (inception) to March 31, 2013 (unaudited)

6

 

Notes to the Unaudited Financial Statements

7

 

 

 

ITEM 2.

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

9

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

11

ITEM 4.

CONTROLS AND PROCEDURES.

11

  

 

PART II.  OTHER INFORMATION

 

  

 

ITEM 1.

LEGAL PROCEEDINGS.

12

ITEM 1A.

RISK FACTORS.

12

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

12

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

12

ITEM 4.

MINE SAFETY DISCLOSURES.

12

ITEM 5.

OTHER INFORMATION.

12

ITEM 6.

EXHIBITS.

13


Special Note Regarding Forward-Looking Statements


Various statements in this report contain or may contain forward-looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements were based on various factors and were derived from utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to:


our recent exit from shell status, lack of profitable operations and risk we will ever generate revenues or profits,

need for additional capital,

our ability to continue as a going concern,

the development stage of our business,

our inability to manage our growth,

potential infringement of third party intellectual property rights,

our common stock is quoted on the OTC Markets,



2





anti-takeover aspects of our certificate of incorporation and bylaws and the ability of our Board to issue preferred stock without stockholder consent,

the application of penny stock rules to trading in our common stock,

convertible notes held by our Chairman, and

the dilutive impact of outstanding convertible notes and warrants.


Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report, our Annual Report on Form 10-K for the year ended December 31, 2012, as amended, and our other filings with the Securities and Exchange Commission in their entirety. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.


OTHER PERTINENT INFORMATION


We maintain our web site at www.bullsnbears.com. Information on this web site is not a part of this report.


Unless specifically set forth to the contrary, when used in this report the terms “BullsNBears,” the “Company,” "we", "us", "our" and similar terms refer to BullsNBears.com, Inc., a Delaware corporation formerly known as Spicy Gourmet Manufacturing, Inc.  In addition, the “first quarter of 2013” refers to the three months ended March 31, 2013, the “first quarter of 2012” refers to the three months ended March 31, 2012, “2013” refers to the year ending December 31, 2013, and “2012” refers to the year ended December 31, 2012.







3





PART I - FINANCIAL INFORMATION


ITEM 1.

FINANCIAL STATEMENTS.


BULLSNBEARS.COM, INC.

 (A Development Stage Company)

Balance Sheets


          

 

March 31,

 2013

 

December 31, 2012

ASSETS

(Unaudited)

 

 

 


Current assets

 

 

 

 

 

     Cash

$

10,395

 

$

10,673

     Other current assets

 

2,989

 

 

96

     

 

 

 

 

 

          Total Current Assets

 

13,384

 

 

10,769

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $2,651 and $932

 

24,668

 

 

20,023

Intangible asset, net of accumulated amortization of $13,750 and $6,250

 

136,250

 

 

143,750

 

 

 

 

 

 

TOTAL ASSETS

$

174,302

 

$

174,542


      LIABILITIES AND STOCKHOLDERS' EQUITY


Current Liabilities:

 

 

 

 

 

     Accounts payable and accrued liabilities

$

7,225

 

$

21,536

     Accounts payable – related party

 

78,261

 

 

87,932

     Note payable – related party

 

-

 

 

150,000

     Convertible notes payable - related party

 

21,716

 

 

51,924

     Accrued interest payable - related party

 

898

 

 

2,138

     Convertible notes payable

 

523,000

 

 

-

     Accrued interest payable

 

15,195

 

 

-

 

 

 

 

 

 

          Total Current Liabilities

 

646,295

 

 

313,530

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

    

Preferred stock; $0.0001 par value, 20,000,000 shares authorized, no shares issued or outstanding

 



-

 

 



-

Common stock; $0.0001 par value, 100,000,000 shares authorized,

11,680,000 and 11,680,000 shares issued and outstanding, respectively

 


1,168

 

 


1,168

Additional paid-in capital

 

218,458

 

 

218,458

Deficit accumulated during the development stage

 

(691,619)

 

 

(358,614)

 

 

 

 

 

 

            Total Stockholders' Equity (Deficit)

 

(471,993)

 

 

(138,988)

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

$

174,302

 

$

174,542



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



4





BULLSNBEARS.COM, INC.

 (A Development Stage Company)

 Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

December 30, 2010

(Inception) to March 31, 2013

 

 

 

 

 

 

 

 

For the Three Months Ended

March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

2012

 

 

REVENUES

 

 

 

 

 

 

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

9,219

 

 

-

 

 

16,401

 

General and administrative

 

 

 

 

 

 

 

307,051

 

 

4,000

 

 

491,837

 

Warrant re-pricing expense

 

 

 

 

 

 

 

-

 

 

-

 

 

164,508

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Total Operating Expenses

 

 

 

 

 

 

 

316,270

 

 

4,000

 

 

672,746

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

 

 

 

 

 

(316,270)

 

 

(4,000)

 

 

(672,746)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

(16,735)

 

 

-

 

 

(18,873)

 


Total Other Income (Expense)

 

 

 

 

 

 



(16,735)

 



-

 

 


(18,873)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

 

 

 

 

 

$

(333,005)

 

$

(4,000)

 

$

(691,619)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC NET LOSS PER COMMON SHARE

 

 

 

 

 

 

$

(0.03)

 

$

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

 

 


11,680,000

 

 


11,180,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 






















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



5





BULLSNBEARS.COM, INC.  

(A Development Stage Company)

 Statements of Cash Flows

(Unaudited)


 

 

 

 

 

 

 

 

 

December 30, 2010

(Inception) to March 31, 2013

 

 

 

 

 

 

 

For the Three Months Ended

March 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

2012

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

Net loss

$

(333,005)

 

$

(4,000)

 

$

(691,619)

Items to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

9,219

 

 

-

 

 

16,401

Warrant re-pricing expense

 

-

 

 

-

 

 

164,508

Common stock issued for settlement

 

-

 

 

-

 

 

118

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

(Increase) decrease in other assets

 

(2,893)

 

 

-

 

 

(2,989)

Increase in accounts payable and accrued liabilities

 

884

 

 

-

 

 

22,420

Increase (decrease) in related party accounts payable and accrued interest

 


(10,911)

 

 


-

 

 


79,159

Net Cash Used in Operating Activities

 

(336,706)

 

 

(4,000)

 

 

(412,002)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

Purchase of equipment

 

(6,364)

 

 

-

 

 

(6,364)

Net Cash Used in Investing Activities

 

(6,364)

 

 

-

 

 

(6,364)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from convertible note payable, related party

 

-

 

 

-

 

 

30,969

Payments on convertible notes payable, related party

 

(180,208)

 

 

-

 

 

(180,208)

Proceeds from convertible notes payable

 

523,000

 

 

-

 

 

523,000

Common stock issued for cash

 

-

 

 

-

 

 

55,000

Net Cash Provided by Financing Activities

 

342,792

 

 

-

 

 

428,761

      

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

(278)

 

 

(4,000)

 

 

10,395

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

10,673

 

 

5,000

 

 

-

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

10,395

 

$

1,000

 

$

10,395

 

 

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

 

 

   Interest

$

2,780

 

$

-

 

$

2,780

   Income taxes

$

-

 

$

-

 

$

-

 

 

 

 

 

 

 

 

 

NON-CASH FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Note payable issued for intangible assets

$

-

 

$

-

 

$

150,000

Related party convertible note payable issued for fixed assets

$

-

 

$

-

 

$

20,955

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 






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



6





BULLSNBEARS.COM, INC.

 (A Development Stage Company)

Notes to the Unaudited Financial Statements


1.

Nature of Operations and Continuance of Business


The unaudited interim financial statements included herein have been prepared by BullsNBears.com, Inc. (the “Company”) in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (the “SEC”). We suggest that these interim financial statements be read in conjunction with the audited financial statements and notes thereto included in our Form 10-K for the year ended December 31, 2012, as filed with the SEC. We believe that all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein and that the disclosures made are adequate to make the information not misleading.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year as reported in Form 10-K have been omitted.


2.

Going Concern


These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the period from inception through March 31, 2013, the Company has generated no revenues and has an accumulated deficit of $691,619. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to identify future investment opportunities and obtain the necessary debt or equity financing and generating profits from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.


3.

Related Party Transactions


Notes and Convertible Notes Payable


On October 20, 2012, in accordance with an Asset Purchase Agreement, the Company and a current officer and director of the Company entered into a one year, 6% Promissory Note for $150,000, prior to him joining the Company.  Accrued interest on the Promissory Note totaled $1,775 at December 31, 2012.  During the three months ended March 31, 2013, the Company repaid the note and a total of $2,405 in accrued interest.

 

On October 31, 2012, the Company and an officer and director of the Company entered into a one year, 10% Senior Convertible Note for office equipment totaling $20,955 and supplies totaling $761, or a total of $21,716. The principal amount of the Senior Convertible Note can be convertible, at the sole option of the holder and in whole or in part, into shares of common stock of the Company at a conversion price to be determined by the Board of Directors of the Company at or prior to the maturity date.  The Senior Convertible Note and the payment of the principal thereof and interest thereon shall at all times and in all respects constitute the Senior Indebtedness of the Company and shall not be junior or subordinate in right of payment to any other indebtedness of the Company.  Accrued interest on the Senior Convertible Note totaled $898 and $363 at March 31, 2013 and December 31, 2012, respectively.


On December 31, 2012, the Company and an officer and director of the Company entered into a one-year, 10% Senior Convertible Note for cash advances totaling $20,700 and expenses paid on behalf of the company totaling $9,508, or a total of $30,208.    During the three months ended March 31, 2013, the Company repaid the note and a total of $375 in accrued interest.



7





BULLSNBEARS.COM, INC.

 (A Development Stage Company)

Notes to the Unaudited Financial Statements


3.

Related Party Transactions (Continued)


Office Space


The Company pays an officer $3,114 per month for rent of office space on a month-to-month basis.  At March 31, 2013 and December 31, 2012, The Company owed the officer $0 and $9,342 in past due rent which is included in accounts payable, related party.


Consulting Expense


As of March 31, 2013. the Company owes an officer $22,500 for consulting expense which is included in accounts payable, related party.


As of March 31, 2013. the Company owes an officer $55,761 for consulting expense which is included in

accounts payable, related party.


4.

Convertible Promissory Notes Payable


During January through April 15, 2013, the Company issued eighteen Convertible Promissory Notes (the “Notes”) for cash totaling $523,000.  The Notes bear interest at 10% per annum, are unsecured and due in one year from the date of issuance.  At the maturity date, the holders of the Notes have the right to convert the unpaid principal and accrued interest into shares of common stock of the Company at a price of $1.00 per share.  Accrued interest on the Notes was $15,195 at March 31, 2013.


5.

Subsequent Events


During April 2013 through May 13, 2013, the Company issued a total of three Convertible Promissory Notes for cash totaling $55,000. The Notes bear interest at 10% per annum, are unsecured and due in one year from the date of issuance.  At the maturity date, the holder of the notes have the right to convert the unpaid principal and accrued interest of the notes into shares of common stock of the Company at a price of $1.00 per share.



8





ITEM 2.

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


OVERVIEW


Prior to our acquisition in October 2012, of the URL domain names and websites of bullsnbears.com and bullnbearsinfo.com we were a “shell company” as that term is defined in Federal securities laws. We are now a development stage company that is in the process of developing a financial networking portal to fill the gap we believe that currently exists between the financial community and investors. We expect that the financial social media network will provide information and business gathering place for investors, public and private companies, brokers, Securities and Exchange Commission attorneys and accounting firms, all in one location. We expect to generate revenue predominantly through advertising, subscription and e-commerce activities.


Following the closing of the acquisition of these assets, during the fourth quarter of 2012 we commenced the design and development of the system, and these efforts continued during the first quarter of 2013. In order to provide the funds necessary to fully implement our business model and properly capitalize our company through the first stages of our business development plan and satisfy our obligations as they become due, we will need to raise approximately $4,500,000. We expect to use those funds to provide funds for general operating capital, including funds necessary to hire and compensate executive and other employees, as well as for IT development, including staffing, support and equipment, advertising and marketing, expansion of business operations, and general working capital. Although we have received approximately $523,000 in net proceeds from the sale of our one-year 10% convertible promissory notes during the first quarter of 2013, we used these proceeds for the payment of our operating expenses and to satisfy related party debt obligations.  Subsequent to March 31, 2013, we raised an additional $55,000 from the sale of additional one-year 10% convertible promissory notes and we are using the proceeds for general working capital.  We do not have any firm commitments to provide the capital which is necessary to fund the development of our company and there are no assurances we will be successful in raising the necessary capital. In that event, our ability to fully implement our business model and begin generating revenues from our operations would be in jeopardy.


GOING CONCERN


We have incurred net losses of $691,619 since inception through March 31, 2013. The report of our independent registered public accounting firm on our financial statements for the period of inception (December 30, 2010) through December 31, 2012 contains an explanatory paragraph regarding our ability to continue as a going concern based upon our loss from operations and working capital deficit. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. There are no assurances we will be successful in our efforts to generate revenues or report profitable operations or to continue as a going concern, in which event investors would lose their entire investment in our company.


RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2013 AND 2012


We did not generate any revenues during either the first quarter of 2013 or the first quarter of 2012.  During the first quarter of 2013, our operating expenses included non-cash depreciation and amortization related to the value of the URL domain names and websites we purchased in October 2012 and general and administrative expenses.  During the first quarter of 2012, we were still considered a “shell company” and our operating expenses were limited general and administrative expenses.  Although we expect our operating expenses to significantly increase during the balance of 2013, we are unable at this time to



9





quantify the amount of this expected increase, as it is directly attributable to the rate at which we are able to implement our business model.


LIQUIDITY AND CAPITAL RESOURCES


Liquidity is the ability of a company to generate sufficient cash to satisfy its needs for operating the business.  At March 31, 2013 we had cash on hand of $10,395 and a working capital deficit of $632,911 as compared to cash on hand of $10,673 and a working capital deficit of $302,761 at December 31, 2012.  While our current assets did not materially change from December 31, 2012 to March 31, 2013, our current liabilities increased by 106%.  Included in this change is increases in accounts payable and accrued liabilities, convertible notes payable and accrued interest payable, offset by decreases in accounts payable – related parties, note payable - related party and convertible notes payable – related party.


We do not have any external sources of working capital.  Our working capital is not sufficient to fund our operations for the next 12 months and satisfy our obligations as they become due.  In addition, we have $578,000 principal amount 10% convertible promissory notes, which mature between January 2014 and May 2014.  While these notes are convertible at the option of the holders into shares of our common stock at a price of $1.00 per share, there is presently an extremely market for our common stock and there are no assurances these note holders will seek to convert these obligations.  We do not have the funds necessary to satisfy these notes.  As described earlier in this report, we also need to raise significant capital to provide funds to implement our business model and pay our operating expenses.  If we are not successful in raising the necessary capital, we may be required to curtail some or all of our operations.


Cash Flows from Operating Activities


During the three months ended March 31, 2013, the Company used $336,706 of cash flow from operating activities compared with use of $4,000 of cash flow during the three months ended March 31, 2012.  The increase in the use of cash flow for operating activities is mainly due an increase in net loss related to the commencement of initial operations.


Cash Flows from Investing Activity


During the three months ended March 31, 2013, the Company used $6,364 of cash flow from investing activities compared with the use of $0 of cash flow during the three months ended March 31, 2012.  The increase in the use of cash flow for investing activities is mainly due to the purchase of office and computer equipment related to the commencement of operating activities.  


Cash Flows from Financing Activities


During the three months ended March 31, 2013, the Company received $523,000 from the sale of 10% convertible promissory notes, which was offset by the repayment of $182,988 of related party debt and accrued interest during the three months ended March 31, 2013.   


CRITICAL ACCOUNTING POLICIES


Certain accounting policies which are critical to our financial statement presentation are described under Note 1 of the Notes to Unaudited Financial Statements appearing later in this report.



10






RECENT ACCOUNTING PRONOUNCEMENTS


The recent accounting standards that have been issued or proposed by the Financial Accounting Standards Board (FASB) or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.


OFF-BALANCE SHEET ARRANGEMENTS



As of the date of this report, we do not have any 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 that are material to investors. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.


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


Our management, with the participation of our chief executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this Quarterly Report on Form 10-Q.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.


Based on that evaluation, our chief executive and financial officer concluded that, as of March 31, 2013, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.



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Changes in internal control over financial reporting


Our chief executive and financial officer put measures into place during the period ended March 31, 2013 to significantly change our internal controls over financial reporting, including adding additionally layers of review of financial information and disclosures and segregation of duties that he believes provides sufficient internal controls to prevent or detect a material misstatement in its financial statements.  Other than these enhancements, there have been no changes in our internal control over financial reporting during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting,


PART II - OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS.


None.


ITEM 1A.

RISK FACTORS.


Not applicable for a smaller reporting company.


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


Between April 2013 and May 13, 2013 , we issued and sold to three accredited investors a total of $55,000 principal amount one year 10% convertible promissory notes in a private offering exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(2) and Regulation D of that act. We received gross proceeds of $55,000. We are using the net proceeds for working capital.


The notes bear interest at the rate of 10% per annum, accrued and paid on the six-month anniversary of the date of issuance, and at the maturity date. At the maturity date, the holder of a note has the right to convert the unpaid principal and accrued interest due under the note into shares of our common stock at a conversion price of $1.00 per share.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.


None.


ITEM 4.

MINE SAFETY DISCLOSURES.


Not applicable to our company’s operations.


ITEM 5.

OTHER INFORMATION.


As previously disclosed, on October 20, 2012, we entered into an Asset Purchase Agreement with Mr. James M. Palladino pursuant to which we acquired URL domain names and websites for $150,000 and as consideration issued Mr. Palladino a one year 6% promissory note in the principal amount of $150,000. Mr. Palladino, who was not a related party at the time of the transaction, was appointed a director and officer of our company on October 23, 2012 following this transaction.  During the three months ended March 31, 2013, the Company repaid the note and a total of $2,405 in accrued interest.




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As also previously disclosed, on December 31, 2012, we entered into a one-year, 10% senior convertible note with Mr. Palladino for cash advances totaling $20,700 and expenses paid on behalf of the company totaling $9,508, or a total of $30,208.   During the three months ended March 31, 2013, the Company repaid the note and a total of $375 in accrued interest.


ITEM 6.

EXHIBITS.


No.

Description

10.5

Form of 10% convertible promissory note (incorporated by reference to our Annual Report on Form 10-K for the year ended December 31, 2012)

31.1

Rule 13a-14(a)/ 15d-14(a) Certification of Chief Executive Officer *

31.2

Rule 13a-14(a)/ 15d-14(a) Certification of Chief Financial Officer *

32.1

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer*

101.INS

XBRL Instance Document**

101.PRE

XBRL Taxonomy Extension Presentation Linkbase **

101.LAE

XBRL Taxonomy Extension Label Linkbase **

101.DEF

XBRL Taxonomy Extension Definition Linkbase **

101.SCH

XBRL Taxonomy Extension Schema **


*

filed herewith

**

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a report for purposes of Sections 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under these sections.


SIGNATURES


Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 15th day of May 2013.


 

BullsNBears.com, Inc.

  

 

  

 

 

 

BY:

/s/ Nick Arroyo

 

 

Nick Arroyo, Chief Executive Officer, Chief Financial Officer

 

 

 



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