10-Q

[WE HAVE ADDED PAGE NUMBERS TO THIS REPORT]

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 JUNE 30, 2014
OR
¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 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 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 ¨

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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 August 14, 2014, there were 11,680,000 shares of the registrant’s $0.0001 par value common stock issued and outstanding.

TABLE OF CONTENTS [PLEASE CORRECT PAGE NUMBERS IN FINAL VERSION]

		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

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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 “second quarter of 2014” refers to the three months ended June 30, 2014, the “second quarter of 2013” refers to the three months ended June 30, 2013.

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PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

BULLSNBEARS.COM, INC.

Balance Sheets

(Unaudited)

	June 30,  2014			December 31, 2013
	(Unaudited)
ASSETS
Current assets
Cash	$	-		$	829
Other current assets		596			735
Total Current Assets		596			1,564
Property and equipment, net of accumulated depreciation of $11,866 and $8,180		15,453			19,140
Intangible asset, net of accumulated amortization of $51,250 and $36,250		98,750			113,750
TOTAL ASSETS	$	114,799		$	134,454
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	46,293		$	15,452
Accounts payable – related party		303,800			207,800
Note payable – related party		133,397			120,790
Convertible notes payable - related party		21,716			21,716
Accrued interest payable - related party		3,611			2,535
Convertible notes payable		1,192,200			977,200
Accrued interest payable		61,400			32,199
Total Current Liabilities		1,762,417			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		299,058			218,458
Deficit accumulated during the development stage		(1,947,844	)		(1,462,864	)
Total Stockholders' Equity (Deficit)		(1,647,618	)		(1,243,238	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	114,799		$	134,454

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

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BULLSNBEARS.COM, INC.

  Statements of Operations

(Unaudited)

	For the Three Months Ended		For the Six Months Ended
	June 30,		June 30,
	2014	2013	2014	2013
REVENUES	$ 40,780	$ -	$ 44,183	$ -
OPERATING EXPENSES
Content subscription expense	1,335	-	7,984	-
Depreciation and amortization	9,343	9,343	18,686	18,562
General and administrative	129,454	220,041	360,475	527,092
Total Operating Expenses	140,132	229,384	387,145	545,654
OPERATING LOSS	(99,352)	(229,384)	(342,962)	(545,654)
OTHER INCOME (EXPENSE)
Interest expense	(115,232)	(15,096)	(142,018)	(31,831)
NET LOSS	$ (214,584)	$ (244,480)	$ (484,980)	$ (577,485)
BASIC NET LOSS PER COMMON SHARE	(0.02)	(0.02)	(0.04)	(0.05)
BASIC WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING	11,680,000	11,680,000	11,680,000	11,680,000

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

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BULLSNBEARS.COM, INC.

 Statements of Cash Flows

(Unaudited)

	For the
	Six Months Ended
	June 30,
	2014		2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(484,980)	$	(577,485)
Items to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		18,686		18,562
Amortization of debt discount		80,600		-
Changes in operating assets and liabilities
(Increase) decrease in other assets		139		(1,475)
Increase in accounts payable and accrued liabilities		60,043		29,176
Increase in related party accounts payable and accrued interest		97,076		29,159
Net Cash Used in Operating Activities		(228,436)		(502,063)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of equipment		-		(6,364)
Net Cash Used in Investing Activities		-		(6,364)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable and convertible notes payable, related party		45,075		25,000
Payments on notes payables and convertible notes payable, related party		(32,468)		(195,208)
Proceeds from convertible notes payable		215,000		688,000
Net Cash Provided by Financing Activities		227,607		517,792
INCREASE (DECREASE) IN CASH		(829)		9,365
CASH AT BEGINNING OF PERIOD		829		10,673
CASH AT END OF PERIOD	$	-	$	20,038
CASH PAID FOR:
Interest	$	31,141	$	2,780
Income taxes	$	-	$	-
NON-CASH TRANSACTION
Debt discount	$	80,600	$	-

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

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BULLSNBEARS.COM, INC.

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.

The company has limited operations and is considered to be in the development stage. In the year ended June 30, 2014, the Company has elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the company to remove the inception to date information and all references to development stage

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 June 30, 2014, the Company has generated minimal revenues and has an accumulated deficit of $1,947,844. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to generate profits from the Company’s future operations,identify future investment opportunities and obtain the necessary debt or equity financing. 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

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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 six months ended June 30, 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 $3,611 and $2,535 at June 30, 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 six months ended June 30, 2013, the Company repaid the note and a total of $375 in accrued interest.

From May 2013 through June 2014, the Company borrowed a total of $188,975 and repaid $55,578 from James Palladino, an officer and director of the Company. At June 30, 2014 and December 31, 2013, $133,397 and $120,790 of the short-term loans were outstanding, respectively, and are accruing interest at 6% per annum. During the six months ended June 30, 2014, the Company received $45,075 and repaid $32,468 in principal.

Consulting Expense

At June 30, 2014 and December 31, 2013, the Company owes an officer $303,800 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 six months ended June 30, 2014, the Company issued six Convertible Promissory Notes for cash totaling $210,000. The Notes bear interest at 10% per annum, are unsecured and due in one year from the date of issuance. At maturity, 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.

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During the six months ended June 30, 2014, six Convertible Promissory Notes became due and convertibleat a discountto the then current market price in accordance with terms of the Notes.  As a result, the Company recorded a total of $80,600 in debt discount to interest expense related to thebeneficial conversion feature during the six months ended June 30, 2014.  At June 30, 2014 and December 31, 2013, the Company had no unamortized debt discount on Convertible Promissory Notes.

During the six months ended June 30, 2014, the Company issued one Preferred Stock Convertible Promissory Note (“Preferred Stock Note”) for $5,000 cash.  The Preferred Stock Notebears interest at 10% per annum, is unsecured and due in one year from the date of issuance. At maturity, the holder of thePreferred Stock Notehas the right to convert the unpaid principal and accrued interest into shares of Series APreferred Stock of the Company at a price of $1.25 per share.  Additionally, the holder may then convert the Series A Preferred Stock into shares of common stock of the Company at $1.25 per share.

Accrued interest on the Notes and Preferred Stock Note was $61,400 and $32,199 at June 30, 2014 and December 31, 2013, respectively.

As of June 30, 2014, $688,000 worth of Notes which have matured and have not converted into common shares. If Note holders do not elect to convert their debt into common stock, the Company may need to raise additional capital to retire the Notes.

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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

	June 30,				December 31,
	2014				2013
Current Assets	$	596		$		1,564
Current Liabilities		1,762,417				1,377,692
Working Capital (Deficit)	$	(1,761,821	)	$		(1,376,128	)

Cash Flows

	Six months ended
	June 30,
	2014			2013
Cash Flows Used in Operating Activities	$	(228,436	)	$	(502,063	)
Cash Flows Used in Investing Activities		-			(6,364	)
Cash Flows Provided by Financing Activities		227,607			517,792
Net Increase (Decrease) in Cash During Period	$	(829	)	$	9,365

Balance Sheet

As at June 30, 2014, the Company had total assets of $114,799 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.

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The Company had total liabilities of $1,762,417 at June 30, 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 $215,000 during the six months ended June 30, 2014.

Income Statement

Revenues

Revenue increased by $44,183 during the six month ended June 30, 2014 compared to the six months ended June 30, 2013.  The increase was mainly the result of one sale for advertising for a client’s website and products in the amount of $40,000.

Revenue increased by $40,780 during the three month ended June 30, 2014 compared to the threemonths ended June 30, 2013.  The increase was mainly the result of one sale for advertising for a client’s website and products in the amount of $40,000.

Operating Expenses

During the six months ended June 30, 2014, the Company incurred operating expenses totaling $387,145 compared with $545,654 for the six months ended June 30, 2013, a decrease of approximately 29%.  The decreese in operating expenses is mainly attributed to a decrease of 32% in general and administrative expenses related to the commencement of initial operations during 2013.

During the three months ended June 30, 2014, the Company incurred operating expenses totaling $140,132 compared with $229,384 for the three months ended June 30, 2013, a decrease of approximately 39%.  The decrease in operating expenses is mainly attributed to a decrease of 41% in general and administrative expenses related to the commencement of initial operations during 2013.

Total Other Income (Expense)

Interest expense increased 346% for the six month ended June 30, 2014 compared the six months ended June 30, 2013.Increases are mainly attributable to a recognition of $80,600 in interest expense related to beneficial conversion features on Convertible Promissory Notes coming due during the six month ended June 30, 2014, no such expenses were recognized during the sixmonths ended June 30, 2013.  Additionally, interest expense increased for the six months ended June 30, 2014 compared the threemonths ended June 30, 2013 as a result of the increased borrowings and length of time Convertible Promissory Notes have been outstanding and accumulating interest.

Interest expense increased 663% for the three months ended June 30, 2014 compared the threemonths ended June 30, 2013.  Increases are mainly attributable to a recognition of $80,600 in interest expense related to beneficial conversion features on Convertible Promissory Notes coming due during the three month ended June 30, 2014, no such expenses were recognized

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during the threemonths ended June 30, 2013.  Additionally, interest expense increased for the three months ended June 30, 2014 compared the threemonths ended June 30, 2013 as a result of the increased borrowings and length of time Convertible Promissory Notes have been outstanding and accumulating interest.

Net Loss

During the six months ended June 30, 2014, the Company realized net loss of $484,980compared with a net loss of $577,485 for the six months ended June 30, 2013.  The decrease in net loss was primarily due to a 29% decrease in operating expenses, partially offset by a 346% increase in interest expense related to the issuance of convertible promissory notes totaling $215,000 during the six months ended June 30, 2014.

During the three months ended June 30, 2014, the Company realized net loss of $214,584 compared with a net loss of $244,480 for the three months ended June 30, 2013.  The decrease in net loss was primarily due to a 39% decrease in operating expenses, partially offset by a 663% increase in interest expenseduring the six months ended June 30, 2014.

Liquidity and Capital Resources

As at June 30, 2014, the Company had no cash balance and a working capital deficit of $1,761,821, 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 and interest due under these notes, together with the increase in accounts payable – related party which represents unpaid compensation due our Chief Executive Officer as well as an increase in note payable – related party which represents amounts advances to us by our Chief Executive Officer for working capital during the six months ended June 30, 2014, net of repayments.

We do not have sufficient capital to pay our operating expenses.  In addition, as of June 30, 2014, there was $688,000 of notes which have matured and have not converted into common shares. In addition, there are an additional $289,200 principal amount of notes which mature during the next 12 months.  These notes are unsecured.  We do not have sufficient working capital to repay these obligations.  In the absence of the note holders converting to common stock the Company will need to raise additional capital to satisfy these obligations.If we are unable to raise the additional capital necessary to pay our operating expenses and satisfy our obligations, we may be unable to continue as a going concern.  In that event, investors could lose their entire investment in our company.

Cash Flows from Operating Activities

During the six months ended June 30, 2014, the Company used $228,436 of cash flow from operating activities compared with use of $502,063 of cash flow during the six months ended June 30, 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, offset by increases in certain current liabilities.

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Cash Flows from Investing Activity

During the six months ended June 30, 2014, the Company did not used any cash in investing activities compared with the use of $6,364 in investing activities during the six months ended June 30, 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 six months ended June 30, 2014, the Company received $227,607 of cash flow from financing activities compared to $517,792 of cash flow from financing activities during the six months ended June 30, 2013.  The decrease in cash provided by financing activities is mainly due to proceeds from the issuance of convertible promissory notes totaling $688,000 during the six months ended June 30, 2013, compared to proceeds the issuance of convertible promissory notes totaling $215,000 during the three months ended June 30, 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 June 30, 2014, our disclosure controls and procedures were not 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 as a result of continuing weaknesses in our internal control over financial reporting as described in our Annual Report on Form 10-K for the year ended December 31, 2013.

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.

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.

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Between January 2013 and June 30, 2014, we issued and sold to forty one accredited investors a total of  $1,192,200 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 $1,192,200. We did not pay any commissions or finder’s fee and we are using the net proceeds for working capital.

During the six months ended June 30, 2014, the Company issued Convertible Promissory Notes (the “Notes”) for cash totaling $215,000. 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 June 2014, the Company borrowed a total of $188,975 and repaid $55,578 from James Palladino, an officer and director of the Company. At June 30, 2014 and December 31, 2013, $133,397 and $120,790 of the short-term loans were outstanding, respectively, and are accruing interest at 6% per annum. During the six months ended June 30, 2014, the Company received $45,075 and repaid $32,468 in principal.

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.

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 14th day of August, 2014.

BullsnBears.com, Inc.
(the “Registrant”)
BY:	/s/ James M. Palladino
	James M. Palladino, Chief Executive Officer, Chief Financial Officer

15

EX-31.1

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, James M. Palladino certify that:

1. I have reviewed this report on Form 10-Q for the period ended June 30, 2014 of BullsnBears.com, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated:  August 14, 2014			/s/James M. Palladino James M. Palladino, Chief Executive Officer, principal executive officer

EX-31.2

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, James M. Palladino, certify that:

1. I have reviewed this report on Form 10-Q for the period ended June 30, 2014 of BullsnBears.com, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Dated: August 14, 2014			/s/James M. Palladino James M. Palladino, Chief Financial Officer, principal financial and accounting officer

EX-32

EXHIBIT 32.1

Section 1350 Certification

In connection with the Quarterly Report of BullsnBears.com, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2014 as filed with the Securities and Exchange Commission (the “Report”), I, James M. Palladino, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. SS. 1350, as adopted pursuant to SS. 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

2.	The information contained in the Report fairly presents, in all material respects, the financial conditions and results of operations of the Company.
Dated: August 14, 2014		/s/James M. Palladino James M. Palladino, Chief Executive Officer, Chief Financial Officer, principal executive officer and principal financial and accounting officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Convertible Promissory Notes Payable

6 Months Ended

Jun. 30, 2014

Notes

Convertible Promissory Notes Payable

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 six months ended June 30, 2014, the Company issued six Convertible Promissory Notes for cash totaling $210,000. The Notes bear interest at 10% per annum, are unsecured and due in one year from the date of issuance. At maturity, 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 six months ended June 30, 2014, six Convertible Promissory Notes became due and convertible at a discount to the then current market price in accordance with terms of the Notes.  As a result, the Company recorded a total of $80,600 in debt discount to interest expense related to the beneficial conversion feature during the six months ended June 30, 2014.  At June 30, 2014 and December 31, 2013, the Company had no unamortized debt discount on Convertible Promissory Notes.

During the six months ended June 30, 2014, the Company issued one Preferred Stock Convertible Promissory Note (“Preferred Stock Note”) for $5,000 cash.  The Preferred Stock Note bears interest at 10% per annum, is unsecured and due in one year from the date of issuance. At maturity, the holder of the Preferred Stock Note has the right to convert the unpaid principal and accrued interest into shares of Series A Preferred Stock of the Company at a price of $1.25 per share.  Additionally, the holder may then convert the Series A Preferred Stock into shares of common stock of the Company at $1.25 per share.

Accrued interest on the Notes and Preferred Stock Note was $61,400 and $32,199 at June 30, 2014 and December 31, 2013, respectively.

As of June 30, 2014, $688,000 worth of Notes which have matured and have not converted into common shares. If Note holders do not elect to convert their debt into common stock, the Company may need to raise additional capital to retire the Notes.

XML

Related Party Transactions

6 Months Ended

Jun. 30, 2014

Notes

Related Party Transactions

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 six months ended June 30, 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 $3,611 and $2,535 at June 30, 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 six months ended June 30, 2013, the Company repaid the note and a total of $375 in accrued interest.

From May 2013 through June 2014, the Company borrowed a total of $188,975 and repaid $55,578 from James Palladino, an officer and director of the Company. At June 30, 2014 and December 31, 2013, $133,397 and $120,790 of the short-term loans were outstanding, respectively, and are accruing interest at 6% per annum. During the six months ended June 30, 2014, the Company received $45,075 and repaid $32,468 in principal.

Consulting Expense

At June 30, 2014 and December 31, 2013, the Company owes an officer $303,800 and $207,800, respectively, for consulting expense which is included in accounts payable - related party.

XML

Statement of Financial Position (USD $)	Jun. 30, 2014	Dec. 31, 2013
Balance Sheets
Cash and Cash Equivalents, at Carrying Value		$ 829
Other Assets, Current	596	735
Assets, Current	596	1,564
PropertyPlantAndEquipmentNet	15,453	19,140
Finite-Lived Intangible Assets, Net	98,750	113,750
Assets, Noncurrent	114,203	132,890
Assets	114,799	134,454
AccountsPayableAndAccruedLiabilities	46,293	15,452
AccountsPayableRelatedPartiesCurrent	303,800	207,800
NotesPayableRelatedPartiesCurrent	133,397	120,790
Convertible Notes payable related party	21,716	21,716
Accrued Interest Related Parties	3,611	2,535
ConvertibleNotesPayable	1,192,200	977,200
Accrued Liabilities, Current	61,400	32,199
Liabilities, Current	1,762,417	1,377,692
Liabilities	1,762,417	1,377,692
Common Stock, Value, Issued	1,168	1,168
AdditionalPaidInCapital	299,058	218,458
Accumulated Other Comprehensive Income (Loss), Net of Tax	(1,947,844)	(1,462,864)
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	(1,647,618)	(1,243,238)
Liabilities and Equity	$ 114,799	$ 134,454

XML

Nature of Operations

6 Months Ended

Jun. 30, 2014

Notes

Nature of Operations

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.

XML

Going Concern

6 Months Ended

Jun. 30, 2014

Notes

Going Concern

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 June 30, 2014, the Company has generated minimal revenues and has an accumulated deficit of $1,947,844. The continuation of the Company as a going concern is dependent upon the continued financial support from its management, its ability to generate profits from the Company’s future operations, identify future investment opportunities and obtain the necessary debt or equity financing. 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.

XML

Statement of Financial Position - Parenthetical (USD $)	Jun. 30, 2014	Dec. 31, 2013
Balance Sheets
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares Issued	11,680,000	11,680,000
Common Stock, Shares Outstanding	11,680,000	11,680,000

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 14, 2014
Document and Entity Information:
Entity Registrant Name	BullsNBears.com, Inc.
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Amendment Flag	false
Entity Central Index Key	0001543272
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		11,680,000
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2

XML

Statement of Income (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Statement
Sales Revenue, Services, Net	$ 40,780		$ 44,183
Revenues	40,780		44,183
Gross Profit	40,780		44,183
Subscription Content Expense	1,335		7,984
DepreciationAndAmortization	9,343	9,343	18,686	18,562
General and Administrative Expense	129,454	220,041	360,475	527,092
Operating Expenses	140,132	229,384	387,145	545,654
Operating Income (Loss)	(99,352)	(229,384)	(342,962)	(545,654)
Interest Expense	115,232	15,096	142,018	31,831
Interest and Debt Expense	115,232	15,096	142,018	31,831
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest	(214,584)	(244,480)	(484,980)	(577,485)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(214,584)	(244,480)	(484,980)	(577,485)
Net Income (Loss) Attributable to Parent			$ (484,980)	$ (577,485)
Earnings Per Share, Basic	$ (0.02)	$ 0.0	$ (0.04)	$ (0.05)
Weighted Average Number of Shares Outstanding, Basic	11,680,000	11,680,000	11,680,000	11,680,000
Earnings Per Share, Diluted	$ (0.02)	$ (0.02)	$ (0.04)	$ (0.05)
Weighted Average Number of Shares Outstanding, Diluted	11,680,000	11,680,000	11,680,000	11,680,000

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Convertible Promissory Notes Payable (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Details
Proceeds from Convertible Debt	$ 210,000	$ 977,200
Debt Instrument, Interest Rate Preferred Stock	10.00%	10.00%
Debt Instrument, Convertible, Conversion Price	$ 1.00	$ 1.00
Debt Instrument, Unamortized Discount	80,600
Proceeds from Issuance of Convertible Preferred Stock	5,000
Debt instrument, interest rate Preferred Stock	10.00%
Debt Conversion Price Preferred Stock	1.25
Interest Payable, Current	61,400	32,199
Convertible Debt Amount Matured Not Yet Converted to Common Shares	$ 688,000

XML

Statement of Cash Flows (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Statement of Cash Flows
Net Income (Loss) Attributable to Parent	$ (484,980)	$ (577,485)
Depreciation	18,686	18,562
Amortization Of Debt Discount Premium	80,600
Increase (Decrease) in Other Operating Assets and Liabilities, Net	139	(1,475)
Increase (Decrease) in Accounts Payable and Accrued Liabilities	60,043	29,176
IncreaseDecreaseInAccountsPayableRelatedParties	97,076	29,159
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities	256,544	75,422
Net Cash Provided by (Used in) Operating Activities	(228,436)	(502,063)
Proceeds from Sale of Property, Plant, and Equipment		(6,364)
Net Cash Provided by (Used in) Investing Activities		(6,364)
Proceeds from (Repayments of) Notes Payable	12,607	(170,208)
Proceeds from (Repayments of) Related Party Debt	215,000	688,000
Net Cash Provided by (Used in) Financing Activities	227,607	517,792
Cash and Cash Equivalents, Period Increase (Decrease)	(829)	9,365
Cash and Cash Equivalents, at Carrying Value	829	10,673
Cash and Cash Equivalents, at Carrying Value		$ 20,038

XML

Going Concern (Details) (USD $)	Jun. 30, 2014
Details
Development Stage Enterprise, Deficit Accumulated During Development Stage	$ 1,947,844