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EX-31.1 - RULE 13A-14(A)/15D-14(A) CERTIFICATION - MJ BIOTECH, INC.bnbi_ex31z1.htm
EX-32.1 - CERTIFICATION - MJ BIOTECH, INC.bnbi_ex32z1.htm
EX-31.2 - RULE 13A-14(A)/15D-14(A) CERTIFICATION - MJ BIOTECH, INC.bnbi_ex31z2.htm

 



 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


þ

QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2014

 

OR

 

¨

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


Commission File Number 000-54616

 

[bnbi_10q001.jpg]

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)


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 þ     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 þ     NO ¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  


Large Accelerated Filer

¨

 

Accelerated Filer

¨

Non-accelerated Filer

¨

 

Smaller Reporting Company

þ


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES ¨     NO þ


APPLICABLE ONLY TO CORPORATE ISSUERS:


As of May 14, 2014, 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

1

 

 

 

 

Balance Sheets

1

 

Statements of Operations

2

 

Statements of Cash Flows

3

 

Notes to the Unaudited Financial Statements

4

 

 

 

ITEM 2.

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

6

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

7

ITEM 4.

CONTROLS AND PROCEDURES.

8

 

 

 

 

PART II.  OTHER INFORMATION

 

 

 

 

ITEM 1.

LEGAL PROCEEDINGS.

9

ITEM 1A.

RISK FACTORS.

9

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

9

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

9

ITEM 4.

MINE SAFETY DISCLOSURES.

9

ITEM 5.

OTHER INFORMATION.

9

ITEM 6.

EXHIBITS.

10





 


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,

·

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, 2013, 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 2014” refers to the three months ended March 31, 2014, the “first quarter of 2013” refers to the three months ended March 31, 2013,








 


PART I - FINANCIAL INFORMATION


ITEM 1.

FINANCIAL STATEMENTS.


BULLSNBEARS.COM, INC.

 (A Development Stage Company)

Balance Sheets


 

 

March 31,

 2014

 

 

December 31,

2013

 

 

 

(Unaudited)

 

 

 

 

ASSETS

  

                        

  

  

                        

  

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash

 

$

196

 

 

$

829

 

Other current assets

 

 

735

 

 

 

735

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

931

 

 

 

1,564

 

 

 

 

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $10,023 and $8,180

 

 

17,296

 

 

 

19,140

 

Intangible asset, net of accumulated amortization of $43,750 and $36,250

 

 

106,250

 

 

 

113,750

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

124,477

 

 

$

134,454

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

23,159

 

 

$

15,452

 

Accounts payable – related party

 

 

255,800

 

 

 

207,800

 

Note payable – related party

 

 

118,216

 

 

 

120,790

 

Convertible notes payable - related party

 

 

21,716

 

 

 

21,716

 

Accrued interest payable - related party

 

 

3,070

 

 

 

2,535

 

Convertible notes payable

 

 

1,177,200

 

 

 

977,200

 

Accrued interest payable

 

 

38,950

 

 

 

32,199

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

1,638,111

 

 

 

1,377,692

 

 

 

 

 

 

 

 

 

 

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 shares issued and outstanding, respectively

 

 

1,168

 

 

 

1,168

 

Additional paid-in capital

 

 

218,458

 

 

 

218,458

 

Deficit accumulated during the development stage

 

 

(1,733,260

)

 

 

(1,462,864

)

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity (Deficit)

 

 

(1,513,634

)

 

 

(1,243,238

)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

$

124,477

 

 

$

134,454

 



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




1



 



BULLSNBEARS.COM, INC.

 (A Development Stage Company)

 Statements of Operations

(Unaudited)


 

 

 

 

 

December 30,

 

 

 

For the

 

 

2010

 

 

 

Three Months Ended

 

 

(Inception) to

 

 

 

March 31,

 

 

March 31,

 

  

 

2014

 

 

2013

 

 

2014

 

  

  

                        

  

  

                        

  

  

                        

  

REVENUES

 

$

3,403

 

 

$

 

 

$

4,920

 

  

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

Content subscription expense

 

 

6,649

 

 

 

 

 

 

43,409

 

Depreciation and amortization

 

 

9,343

 

 

 

9,219

 

 

 

53,773

 

General and administrative

 

 

231,021

 

 

 

307,051

 

 

 

1,376,045

 

Warrant re-pricing expense

 

 

 

 

 

 

 

 

164,508

 

  

 

 

 

 

 

 

 

 

 

 

 

 

Total Operating Expenses

 

 

247,013

 

 

 

316,270

 

 

 

1,637,735

 

  

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

(243,610

)

 

 

(316,270

)

 

 

(1,632,815

)

  

 

 

 

 

 

 

 

 

 

 

 

 

OTHER INCOME (EXPENSE)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(26,786

)

 

 

(16,735

)

 

 

(100,445

)

Total Other Income (Expense)

 

 

(26,786

)

 

 

(16,735

)

 

 

(100,445

)

  

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(270,396

)

 

$

(333,005

)

 

$

(1,733,260

)

  

 

 

 

 

 

 

 

 

 

 

 

 

BASIC NET LOSS PER COMMON SHARE

 

$

(0.02

)

 

$

(0.03

)

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

 

 

11,680,000

 

 

 

11,680,000

 

 

 

 

 



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





2



 



BULLSNBEARS.COM, INC.

(A Development Stage Company)

 Statements of Cash Flows

(Unaudited)


 

 

 

 

 

December 30,

 

 

 

For the

 

 

2010

 

 

 

Three Months Ended

 

 

(Inception) to

 

 

 

March 31,

 

 

March 31,

 

 

 

2014

 

 

2013

 

 

2014

 

CASH FLOWS FROM OPERATING ACTIVITIES

  

                        

  

  

                        

  

  

                        

  

Net loss

 

$

(270,396

)

 

$

(333,005

)

 

$

(1,733,260

)

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

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

9,343

 

 

 

9,219

 

 

 

53,773

 

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

)

 

 

(735

)

Increase in accounts payable and accrued liabilities

 

 

14,459

 

 

 

884

 

 

 

62,109

 

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

 

 

48,535

 

 

 

(10,911

)

 

 

258,870

 

Net Cash Used in Operating Activities

 

 

(198,059

)

 

 

(336,706

)

 

 

(1,194,617

)

  

 

 

 

 

 

 

 

 

 

 

 

 

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 notes payable and convertible notes payable, related party

 

 

27,071

 

 

 

 

 

 

201,940

 

Payments on notes payables and convertible notes payable, related party

 

 

(29,645

)

 

 

(180,208

)

 

 

(232,963

)

Proceeds from convertible notes payable

 

 

200,000

 

 

 

523,000

 

 

 

1,177,200

 

Common stock issued for cash

 

 

 

 

 

 

 

 

55,000

 

Net Cash Provided by Financing Activities

 

 

197,426

 

 

 

342,792

 

 

 

1,201,177

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH

 

 

(633

)

 

 

(278

)

 

 

196

 

  

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT BEGINNING OF PERIOD

 

 

829

 

 

 

10,673

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

 

$

196

 

 

$

10,395

 

 

$

196

 

  

 

 

 

 

 

 

 

 

 

 

 

 

CASH PAID FOR:

 

 

 

 

 

 

 

 

 

 

 

 

Interest

 

$

19,500

 

 

$

2,780

 

 

$

58,426

 

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.





3



 


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, 2013, 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, 2014, the Company has generated no revenues and has an accumulated deficit of $1,733,260. 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 $3,070 and $2,535 at March 31, 2014 and December 31, 2013, 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.


From May 2013 through March 2014, the Company borrowed a total of $172,971 and repaid $54,755 from James Palladino, an officer and director of the Company. At March 31, 2014 and December 31, 2013, $118,216 and $120,790 of the short-term loans were outstanding, respectively, and are accruing interest at 6% per annum. During the three months ended March 31, 2014, the Company received $27,071 and repaid $29,645 in principal.




4



BULLSNBEARS.COM, INC.

(A Development Stage Company)

Notes to the Unaudited Financial Statements



Consulting Expense


At March 31, 2014 and December 31, 2013, the Company owes an officer $255,800 and $207,800, respectively, for consulting expense which is included in accounts payable - related party.


4.

Convertible Promissory Notes Payable


During the year ended December 31, 2013, the Company issued Convertible Promissory Notes (the “Notes”) for cash totaling $977,200. 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.


During the three months ended March 31, 2014, the Company issued Convertible Promissory Notes (the “Notes”) for cash totaling $200,000. The Notes bear interest at 10% per annum, are unsecured and due in one year from the date of issuance. 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 $38,950 and $32,199 at March 31, 2014 and December 31, 2013, respectively.


As of March 31, 2014, there were $523,000 worth of notes which have matured and have not converted into common shares. In the absence of the note holders converting to common stock that the company will need to raise additional capital to retire the notes.





5



 


ITEM 2.

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


FORWARD-LOOKING STATEMENTS


This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements.  You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms.  These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements.  Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements.  We undertake no obligation to revise or update publicly any forward-looking statements for any reason.


RESULTS OF OPERATIONS


Working Capital


 

 

March 31,

 

 

December 31,

 

  

 

2014

 

 

2013

 

 

  

                            

  

  

                            

  

Current Assets

 

$

931

 

 

$

1,564

 

Current Liabilities

 

 

1,638,111

 

 

 

1,377,692

 

Working Capital (Deficit)

 

$

(1,637,180

)

 

$

(1,376,128

)


Cash Flows


 

 

Three months ended

 

 

 

March 31,

 

  

 

2014

 

 

2013

 

 

  

                            

  

  

                            

  

Cash Flows Used in Operating Activities

 

$

(198,059

)

 

$

(336,706

)

Cash Flows Used in Investing Activities

 

 

 

 

 

(6,364

)

Cash Flows Provided by Financing Activities

 

 

197,426

 

 

 

342,792

 

Net Decrease in Cash During Period

 

$

(633

)

 

$

(278

)


Balance Sheet


As at March 31, 2014, the Company had total assets of $124,477 compared with total assets of $134,454 as at December 31, 2013.  The assets are mainly comprised of URL domain names and websites purchased during October 2012.


The Company had total liabilities of $1,638,111 at March 31, 2014 compared with $1,377,692 as at December 31, 2013. The increase in total liabilities is mainly attributed to the issuance of convertible promissory notes totaling $200,000 during the three months ended March 31, 2014.


Operating Expenses


During the three months ended March 31, 2014, the Company incurred operating expenses totaling $247,013 compared with $316,270 for the three months ended March 31, 2013.  The decrease in operating expenses is mainly attributed to a decrease in general and administrative expenses related to the commencement of initial operations during 2013.


Net Loss


During the three months ended March 31, 2014, the Company realized net loss of $270,396 compared with a net loss of $333,005 for the three months ended March 31, 2013.  The decrease in net loss was primarily due to a decrease in general and administrative expenses related to the commencement of initial operations during 2013.




6



 


Liquidity and Capital Resources


As at March 31, 2014, the Company had a cash balance of $196 and a working capital deficit of $1,637,180 compared with a cash balance of $829 and working capital deficit of $1,376,128 at December 31, 2013.  The increase in working capital deficit is mainly due to the increase in convertible promissory notes of $200,000 during the three months ended March 31, 2014.


As of March 31, 2014, there were $523,000 worth of notes which have matured and have not converted into common shares. In the absence of the note holders converting to common stock that the company will need to raise additional capital to retire the notes.


Cash Flows from Operating Activities


During the three months ended March 31, 2014, the Company used $198,059 of cash flow from operating activities compared with use of $336,706 of cash flow during the three months ended March 31, 2013.  The decrease in the use of cash flow for operating activities is mainly due a decrease in net loss related to the reduction of general and administrative expenses.


Cash Flows from Investing Activity


During the three months ended March 31, 2014, the Company did not used any cash in investing activities compared with the use of $6,364 in investing activities during the three months ended March 31, 2013.  The decrease in the use of cash flow for investing activities is due to the purchase of office and computer equipment related to the commencement of operating activities in 2013.


Cash Flows from Financing Activities


During the three months ended March 31, 2014, the Company received $197,426 of cash flow from financing activities compared to $342,792 of cash flow from financing activities during the three months ended March 31, 2013.  The decrease in cash provided by financing activities is mainly due to proceeds from the issuance of convertible promissory notes totaling $523,000 during the three months ended March 31, 2013, compared to proceeds the issuance of convertible promissory notes totaling $200,000 during the three months ended March 31, 2014.


Going Concern


We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing. 


Off-Balance Sheet Arrangements


We have no significant 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 stockholders.


Future Financings


We will continue to rely on the issuance of debt and equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund planned acquisitions and exploration activities.


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 (the “Exchange Act”) and are not required to provide the information under this item.




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ITEM 4.

CONTROLS AND PROCEDURES.


Evaluation of disclosure controls and procedures


Our management, with the participation of our chief executive who also serves as our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act 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 officer who also serves as our chief financial officer concluded that, as of March 31, 2014, our disclosure controls and procedures were, subject to the limitations noted above, effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act 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 who also serves as our chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.


Changes in internal control over financial reporting


There were no changes in internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.




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PART II - OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS.


None.


ITEM 1A.

RISK FACTORS.


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


ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.


Between January 2013 and March 31, 2014 , we issued and sold to forty accredited investors a total of  $1,177,200 principal amount of our 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(a)(2) and Regulation D of that act. We received gross proceeds of $1,177,200. We did not pay any commissions or finder’s fee and we are using the net proceeds for working capital.


During the three months ended March 31, 2014, the Company issued Convertible Promissory Notes (the “Notes”) for cash totaling $200,000. 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.


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.


From May 2013 through March 2014, the Company borrowed a total of $172,971 and repaid $54,755 from James Palladino, an officer and director of the Company. At March 31, 2014 and December 31, 2013, $118,216 and $120,790 of the short-term loans were outstanding, respectively, and are accruing interest at 6% per annum. During the three months ended March 31, 2014, the Company repaid $27,071 in principal.





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ITEM 6.

EXHIBITS.


The following exhibits are filed as part of this Quarterly Report:


Exhibit

Number

 

Description

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 principal financial and accounting officer*

32.1

 

Section 1350 Certification of Chief Executive Officer and principal financial and accounting officer*

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 EXTENSION PRESENTATION LINKBASE **

———————

*

filed herewith.

**

In accordance with Regulation S-T, the XBRL-formatted interactive data files that comprise Exhibit 101 to this report shall be deemed furnished and not filed.




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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, 2014.


 

BullsnBears.com, Inc.

  

(the “Registrant”)

  

 

 

 

BY:

/s/ James M. Palladino

 

 

James M. Palladino,
Chief Executive Officer,
Chief Financial Officer







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