10-Q

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

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.

7

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.

8

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.

9

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.

10

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

11

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 quarterly report on Form 10-Q for the period ended March 31, 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.

May 15, 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 quarterly report on Form 10-Q for the period ended March 31, 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.

May 15, 2014 /s/ James M. Palladino James M. Palladino, Chief Financial Officer, principal financial and accounting officer

EX-32.1

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 March 31, 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, do each hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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.

May 15, 2014 /s/ James M. Palladino James M. Palladino, Chief Executive Officer, principal executive officer, Chief Financial Officer, 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.

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Convertible Promissory Notes Payable

3 Months Ended

Mar. 31, 2014

Convertible Promissory Notes Payable [Abstract]

Convertible Promissory Notes Payable

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.

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Related Party Transactions

3 Months Ended

Mar. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions

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.

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.

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Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
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
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 in 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

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Nature of Operations and Continuance of Business

3 Months Ended

Mar. 31, 2014

Nature of Operations and Continuance of Business [Abstract]

Nature of Operations and Continuance of Business

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.

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Going Concern

3 Months Ended

Mar. 31, 2014

Going Concern [Abstract]

Going Concern

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.

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Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Balance Sheets [Abstract]
Property and equipment, accumulated depreciation	$ 10,023	$ 8,180
Intangible asset, accumulated amortization	$ 43,750	$ 36,250
Preferred Stock, par value per share	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	20,000,000	20,000,000
Preferred Stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common shares, par value per share	$ 0.0001	$ 0.0001
Common shares, shares authorized	100,000,000	100,000,000
Common shares, shares issued	11,680,000	11,680,000
Common shares, shares outstanding	11,680,000	11,680,000

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 14, 2014
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2014
Entity Registrant Name	BullsNBears.com, Inc.
Entity Central Index Key	0001543272
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2014
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		11,680,000

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Statements of Operations (USD $)	3 Months Ended		39 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Statements of Operations [Abstract]
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

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Convertible Promissory Notes Payable (Details) (USD $)	3 Months Ended		12 Months Ended	39 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2014
Short-term Debt [Line Items]
Proceeds from convertible notes payable	$ 200,000	$ 523,000	$ 977,200	$ 1,177,200
Accrued interest payable	38,950		32,199	38,950
Convertible Promissory Notes [Member]
Short-term Debt [Line Items]
Debt instrument, interest rate	10.00%		10.00%	10.00%
Initial term	1 year		1 year
Debt conversion, price per share	$ 1.00		$ 1.00	$ 1.00
Total amount of convertible notes that have matured and have not been converted to common shares	$ 523,000			$ 523,000

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Related Party Transactions (Details) (USD $)	3 Months Ended		11 Months Ended	39 Months Ended		1 Months Ended	3 Months Ended	12 Months Ended		1 Months Ended					1 Months Ended	3 Months Ended			3 Months Ended	11 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014	Mar. 31, 2014	Dec. 31, 2013	Oct. 31, 2012 Officer and Director [Member] Promissory Note for Asset Purchase Agreement [Member]	Mar. 31, 2013 Officer and Director [Member] Promissory Note for Asset Purchase Agreement [Member]	Dec. 31, 2012 Officer and Director [Member] Promissory Note for Asset Purchase Agreement [Member]	Oct. 20, 2012 Officer and Director [Member] Promissory Note for Asset Purchase Agreement [Member]	Oct. 31, 2012 Officer and Director [Member] Senior Convertible Note for Office Equipment and Supplies [Member]	Mar. 31, 2014 Officer and Director [Member] Senior Convertible Note for Office Equipment and Supplies [Member]	Dec. 31, 2013 Officer and Director [Member] Senior Convertible Note for Office Equipment and Supplies [Member]	Oct. 31, 2012 Officer and Director [Member] Senior Convertible Note for Office Equipment and Supplies [Member] Office Equipment [Member]	Oct. 31, 2012 Officer and Director [Member] Senior Convertible Note for Office Equipment and Supplies [Member] Supplies [Member]	Dec. 31, 2012 Officer and Director [Member] Senior Convertible Note for Cash Advances and Expenses [Member]	Mar. 31, 2013 Officer and Director [Member] Senior Convertible Note for Cash Advances and Expenses [Member]	Dec. 31, 2012 Officer and Director [Member] Senior Convertible Note for Cash Advances and Expenses [Member] Cash Advances [Member]	Dec. 31, 2012 Officer and Director [Member] Senior Convertible Note for Cash Advances and Expenses [Member] Expenses Paid on Behalf of Company [Member]	Mar. 31, 2014 Officer and Director [Member] Short-Term Loans [Member]	Mar. 31, 2014 Officer and Director [Member] Short-Term Loans [Member]	Mar. 31, 2014 Officer [Member] Consulting Expense [Member]	Dec. 31, 2013 Officer [Member] Consulting Expense [Member]
Related Party Transaction [Line Items]
Initial term						1 year				1 year					1 year
Debt instrument, interest rate									6.00%	10.00%					10.00%				6.00%	6.00%
Debt, face amount									$ 150,000	$ 21,716			$ 20,955	$ 761	$ 30,208		$ 20,700	$ 9,508
Interest accrued in the period								1,775
Repayments	29,645	180,208		232,963			2,405									375			29,645	54,755
Accrued interest paid	19,500	2,780		58,426
Accrued interest payable - related party	3,070		3,070	3,070	2,535						3,070	2,535
Proceeds from notes payable, related party	27,071		172,971	201,940															27,071
Note payable - related party	118,216		118,216	118,216	120,790
Accounts payable - related party	$ 255,800		$ 255,800	$ 255,800	$ 207,800																$ 255,800	$ 207,800

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Statements of Cash Flows (USD $)	3 Months Ended		39 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 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 INVESTING AND FINANCING TRANSACTIONS
Note payable issued for intangible assets			150,000
Related party convertible note payable issued for fixed assets			$ 20,955

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Going Concern (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Going Concern [Abstract]
Accumulated deficit	$ 1,733,260	$ 1,462,864