MJ Biotech (MJTV) 10-Q 2014 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

      ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014

[   ] 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 [X]     NO [   ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   YES [X]     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	[X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

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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 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,

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·

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 “third quarter of 2014” refers to the three months ended September 30, 2014, the “third quarter of 2013” refers to the three months ended September 30, 2013.

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PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

BULLSNBEARS.COM, INC.

Balance Sheets

(Unaudited)

	September 30,  2014			December 31, 2013
	(Unaudited)
ASSETS
Current assets
Cash	$	48,095		$	829
Other current assets		596			735
Total Current Assets		48,691			1,564
Property and equipment, net of accumulated depreciation of $13,709 and $8,180		13,610			19,140
Intangible asset, net of accumulated amortization of $58,750 and $36,250		91,250			113,750
TOTAL ASSETS	$	153,551		$	134,454
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	43,442		$	15,452
Accounts payable – related party		303,800			207,800
Note payable – related party		173,423			120,790
Convertible notes payable - related party					21,716
Accrued interest payable - related party		6,430			2,535
Convertible notes payable		1,192,200			977,200
Deferred Revenue		50,000			0
Accrued interest payable		91,205			32,199
Total Current Liabilities		1,860,500			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
Accumulated deficit		(2,007,175	)		(1,462,864	)
Total Stockholders' Equity (Deficit)		(1,706,949	)		(1,243,238	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$	153,551		$	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 Nine Months Ended
	September 30,		September 30,
	2014	2013	2014	2013
REVENUES	$ -	$ -	$ 44,183	$ -
OPERATING EXPENSES
Cost of Sales	8,020	-	8,020	-
Content subscription expense		21,742	-	21,742
Depreciation and amortization	9,343	9,343	28,029	27,905
General and administrative	17,329	238,520	377,803	765,612
Total Operating Expenses	34,692	269,605	413,852	815,259
OPERATING LOSS	34,692	(269,605)	(369,669)	(815,259)
OTHER INCOME (EXPENSE)
Interest expense	(32,623)	(14,314)	(174,641)	(46,145)
NET LOSS	$ (67,315)	$ (283,919)	$ (544,310)	$ (861,404)
BASIC NET LOSS PER COMMON SHARE	(0.01)	(0.02)	(0.05)	(0.07)
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
	Nine Months Ended
	September 30,
	2014	2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (544,310)	$ (861,404)
Items to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	28,029	27,905
Amortization of debt discount	80,600	-
Changes in operating assets and liabilities
(Increase) decrease in other assets	139	(1,057)
Increase in accounts payable and accrued liabilities	390,797	(979)
Increase in related party accounts payable and accrued interest	(203,905)	72,934
Deferred revenue	50,000	-
Net Cash Used in Operating Activities	(198,650)	(762,601)
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	30,916	60,500
Payments on notes payables and convertible notes payable, related party		(180)
Payments on notes payable, related party		(15,000)
Proceeds from convertible notes payable	215,000	893,000
Net Cash Provided by Financing Activities	245,916	758,292
INCREASE (DECREASE) IN CASH	47,266	(10,673)
CASH AT BEGINNING OF PERIOD	829	10,673
CASH AT END OF PERIOD	$ 48,095	-
CASH PAID FOR:
Interest	-	$ 29,510
Income taxes	-	-
NON-CASH TRANSACTION
Debt discount	-	-

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 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 September 30, 2014, the Company has generated minimal revenues and has an accumulated deficit of $2,007,175. 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.

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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 nine months ended September 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 $4,154 at September 30, 2014.

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 nine months ended September 30, 2013, the Company repaid the note and a total of $375 in accrued interest.

From May 2013 through September 2014, the Company borrowed a total of $188,975 and repaid $37,268 from James Palladino, an officer and director of the Company of short-term loans with and interest rate of  6% per annum. The balance of this note as of September 30, 2014 was $173,423.

Consulting Expense

At September 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.

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During the nine months ended September 30, 2014, the Company issued six Convertible Promissory 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 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 nine months ended September 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 nine months ended September 30, 2014.  At September 30, 2014 and December 31, 2013, the Company had no unamortized debt discount on Convertible Promissory Notes.

During the nine months ended September 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 $91,205 and $32,199 at September 30, 2014 and December 31, 2013, respectively.

As of September 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

	September 30,				December 31,
	2014				2013
Current Assets	$	48,691		$		1,564
Current Liabilities		1,860500				1,377,692
Working Capital (Deficit)	$	(1,811,809	)	$		(1,376,128	)

Cash Flows

	Nine months ended
	September 30,
	2014			2013
Cash Flows Used in Operating Activities	$	(198,650	)	$	(762,601	)
Cash Flows Used in Investing Activities		-			(6,364	)
Cash Flows Provided by Financing Activities		245,916			758,292
Net Increase (Decrease) in Cash During Period	$	47,266		$	(10,673)

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Balance Sheet

As at September 30, 2014, the Company had total assets of $153,551 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 $1,860,500 at September 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 nine months ended September 30, 2014.

Income Statement

Revenues

     Although we did not realize any new revenue for the 3^rd quarter, we entered into a marketing and consulting contract and received a $50,000.00 deposit to commence work in the 4^th quarter.

Revenue increased by $44,183 during the nine months ended September 30, 2014 compared to $0 for the nine months ended September 30, 2013.  The increase was mainly the result of Two sales for Marketing, Consulting services and advertising for a client’s website and products in the amount of $40,000. Although not included in revenue for the nine months ended September 30, 2014, we have received a payment for services to be performed during the fourth quarter. This is shown on our balance sheet as deferred revenue.

Operating Expenses

During the nine months ended September 30, 2014, the Company incurred operating expenses totaling $413,853 compared with $815,259 for the nine months ended September 30, 2013, a decrease of approximately 49%.  The decrease in operating expenses is mainly attributed to a decrease of 51% in general and administrative expenses related to the commencement of initial operations during 2013.

During the three months ended September 30, 2014, the Company incurred operating expenses totaling $34,691 compared with $269,605 for the three months ended September 30, 2013, a decrease of approximately 87%.  The decrease in operating expenses is mainly attributed to a decrease of 93% in general and administrative expenses related to the commencement of initial operations during 2013.

Total Other Income (Expense)

Interest expense increased 278% for the nine month ended September 30, 2014 compared the nine months ended September 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 nine months ended September 30, 2014, as no such expenses were recognized during the nine months ended September 30, 2013.  Additionally, interest expense

12

increased for the nine months ended September 30, 2014 compared the nine months 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 128% for the three months ended September 30, 2014 compared the three months ended September 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 months ended September 30, 2014, no such expenses were recognized during the three months ended September 30, 2013.  Additionally, interest expense increased for the three months ended June 30, 2014 compared the three months ended September 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 nine months ended September 30, 2014, the Company realized net loss of $544,310 compared with a net loss of $861,404 for the nine months ended June 30, 2013.  The decrease in net loss was primarily due to a decrease in operating expenses, partially offset by an increase in interest expense related to the issuance of convertible promissory notes totaling $215,000 during the nine months ended September 30, 2014.

During the three months ended September 30, 2014, the Company realized net loss of $

67,314 compared with a net loss of $283,919 for the nine months ended September 30, 2013.  The decrease in net loss was primarily due to a decrease in operating expenses, partially offset by an increase in interest expense during the three months ended September 30, 2014.

Liquidity and Capital Resources

As of September 30, 2014, the Company had a cash balance of $48,095 and a working capital deficit of $1,811,809, 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 September 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.

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In an effort to increase revenue and to help satisfy our obligations we commenced in a division, which will provide funding to small businesses. We would hope that revenues from this division will begin late in our 4^th quarter or early in 2015.

Cash Flows from Operating Activities

During the nine months ended September 30, 2014, the Company used $198,650 of cash flow from operating activities compared with use of $762,601 of cash flow during the nine months ended September 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.

Cash Flows from Investing Activity

During the nine months ended September 30, 2014, the Company did not used any cash in investing activities compared with the use of $6,364 in investing activities during the nine months ended September 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 nine months ended September 30, 2014, the Company received $245,917 of cash flow from financing activities compared to $758,292 of cash flow from financing activities during the nine months ended September 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 nine months ended September30, 2013, compared to proceeds the issuance of convertible promissory notes totaling $215,000 during the nine months ended September 30, 2014.

Going Concern

We have not attained profitable operations and have a working capital deficit. For these reasons, our auditors stated in their report on our audited financial statements for the year ended December 31, 2013 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.

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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.

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.

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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.

A lawsuit was filed on November 13, 2014, in the Third Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida entitled Thinspace Technology, Inc. v. BullsnBears.com, Inc. The complaint alleges that BullsnBears failed to provide certain services it was contractually committed to provide and seeks damages in excess of $15,000. Since the complaint was just served, the Company has not responded. However, the Company vigorously denies the allegation.

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.

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 nine months ended September 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.

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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 nine months ended September 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.

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 20th day of November, 2014.

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

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