Document and Entity Information
Document and Entity Information - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | May 20, 2016 | Jun. 30, 2014 | |
Document and Entity Information: | |||
Entity Registrant Name | BullsNBears.com, Inc. | ||
Document Type | 10-Q | ||
Document Period End Date | Jun. 30, 2016 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,543,272 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 12,958,270 | ||
Entity Public Float | $ 188,900 | ||
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 | 2,016 | ||
Document Fiscal Period Focus | Q2 | ||
Trading Symbol | bnbi |
Statement of Financial Position
Statement of Financial Position - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Assets, Current | ||
Cash and Cash Equivalents, at Carrying Value | $ 300 | |
Due from Related Parties, Current | $ 200,000 | |
Assets, Current | 200,000 | 300 |
Assets, Noncurrent | ||
PropertyPlantAndEquipmentNet | 3,548 | 4,850 |
Assets, Noncurrent | 3,548 | 4,850 |
Assets | 203,548 | 5,150 |
Liabilities, Current | ||
Bank overdraft | 641 | 4,298 |
AccountsPayableAndAccruedLiabilities | 260,271 | 39,051 |
AccountsPayableRelatedPartiesCurrent | 444,400 | 444,400 |
NotesPayableRelatedPartiesCurrent | 238,667 | 214,458 |
Convertible Notes payable related party | 21,716 | 21,716 |
Accrued Interest Related Parties | 32,707 | 24,953 |
ConvertibleNotesPayable | 460,512 | 377,500 |
Derivative Liability | 491,336 | |
Accrued Liabilities, Current | 95,843 | 67,938 |
Liabilities, Current | 2,046,093 | 1,194,314 |
Liabilities, Noncurrent | ||
Liabilities | 2,046,093 | 1,194,314 |
Preferred Stock, Value, Issued | 1 | 1 |
Common Stock, Value, Issued | 1,466 | 1,296 |
AdditionalPaidInCapital | 1,670,295 | 1,345,764 |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (3,514,307) | (2,536,225) |
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest | (1,842,545) | (1,189,164) |
Liabilities and Equity | $ 203,548 | $ 5,150 |
Statement of Financial Positio3
Statement of Financial Position - Parenthetical - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
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 | 14,658,270 | 12,958,270 |
Common Stock, Shares Outstanding | 14,658,270 | 12,958,270 |
Statement of Income
Statement of Income - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues | ||||
Sales Revenue, Services, Net | $ 10,000 | $ 12,610 | ||
Revenues | 10,000 | 12,610 | ||
Cost of Revenue | ||||
Gross Profit | 10,000 | 12,610 | ||
Operating Expenses | ||||
DepreciationAndAmortization | $ 651 | 9,344 | $ 1,302 | 18,688 |
Amortization of Deferred Charges | ||||
Share based expense | 324,700 | 324,700 | ||
General and Administrative Expense | 93,247 | 47,468 | 122,072 | 95,043 |
Operating Expenses | 418,598 | 56,812 | 448,074 | 113,731 |
Operating Income (Loss) | (418,598) | (46,812) | (448,074) | (101,121) |
Interest and Debt Expense | ||||
Interest Expense | 80,442 | 12,265 | 203,673 | 29,922 |
loss on derivative liability | (175,711) | 326,336 | ||
Gains (Losses) on Extinguishment of Debt | 12,160 | 17,296 | ||
Interest and Debt Expense | (95,269) | 105 | 530,009 | 12,626 |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | (323,329) | (46,917) | (978,083) | (113,747) |
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest | $ (323,329) | $ (46,917) | (978,083) | (113,747) |
Net Income (Loss) Attributable to Parent | $ (978,083) | $ (113,747) | ||
Earnings Per Share | ||||
Earnings Per Share, Basic | $ (0.02) | $ 0 | $ (0.07) | $ (0.01) |
Weighted Average Number of Shares Outstanding, Basic | 13,222,015 | 12,500,007 | 13,090,143 | 12,384,165 |
Earnings Per Share, Diluted | $ (0.02) | $ 0 | $ (0.07) | $ (0.01) |
Weighted Average Number of Shares Outstanding, Diluted | 13,222,015 | 12,500,007 | 13,090,143 | 12,384,165 |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Net Cash Provided by (Used in) Operating Activities | ||
Net Income (Loss) Attributable to Parent | $ (978,083) | $ (113,747) |
Adjustments, Noncash Items, to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | ||
Depreciation | 1,302 | 18,688 |
Debt discount | 409,348 | |
Gain on converision of interest | (17,296) | |
Issuance of Stock and Warrants for Services or Claims | 389,700 | |
Increase (Decrease) in Other Operating Assets and Liabilities, Net | (3) | |
Increase (Decrease) in Accounts Payable and Accrued Liabilities | 125,470 | 29,365 |
IncreaseDecreaseInAccountsPayableRelatedParties | 7,754 | 67,150 |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities | 933,574 | 97,904 |
Net Cash Provided by (Used in) Operating Activities | (44,509) | (15,843) |
Net Cash Provided by (Used in) Financing Activities | ||
Proceeds from (Repayments of) Notes Payable | 244,209 | 15,869 |
Proceeds from (Repayments of) Related Party Debt | (200,000) | |
Net Cash Provided by (Used in) Financing Activities | 44,209 | 15,869 |
Cash and Cash Equivalents, Period Increase (Decrease) | (300) | 26 |
Cash and Cash Equivalents, at Carrying Value | $ 300 | |
Cash and Cash Equivalents, at Carrying Value | $ 26 |
Organization, Consolidation and
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies | 1. Operations and Continuance of Business The unaudited interim condensed consolidated financial statements included herein have been prepared by Michael James Enterprises, Inc. (formerly 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, 2015, 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. On December 31, 2015, the Company formed a new wholly-owned corporation, BullsnBears Holdings, Inc., for the purpose of holding the Companys intellectual property assets. The financial statements presented are those of Michael James Enterprises, Inc. (formerly BullsnBears.com, Inc.) (the Company) (Formerly Spicy Gourmet Manufacturing, Inc.), a Delaware corporation. The Company was incorporated on December 30, 2010, under the laws of the State of Delaware. During November 2012, The Company changed its name from Spicy Gourmet Manufacturing, Inc. to BullsnBears.com, Inc. and changed its name to Michael James Enterprises, Inc. |
Substantial Doubt about Going C
Substantial Doubt about Going Concern | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Substantial Doubt about 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, 2016, the Company has generated minimal revenues and has an accumulated deficit of $3,514,307. 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 Companys future operations, identify future investment opportunities and obtain the necessary debt or equity financing. These factors raise substantial doubt regarding the Companys 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. |
Earnings Per Share, Policy
Earnings Per Share, Policy | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Earnings Per Share, Policy | Basic and Diluted Loss Per Share The Company presents both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including convertible debt, stock options, and warrants, using the treasury stock method, and convertible securities, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company had net losses as of June 30, 2016 and 2015, so the diluted EPS excluded all dilutive potential shares in the diluted EPS because their effect is anti-dilutive. As of June 30, 2016 and June 30, 2015 the Company had outstanding warrants to purchase 5,000,000 shares of common stock. The Company also had outstanding convertible note that could be converted into 535,716 shares and 650,716 shares as of June 30, 2016 and 2015, respectively. |
Related Party Transactions Disc
Related Party Transactions Disclosure | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Related Party Transactions Disclosure | NOTE 2 - RELATED PARTY TRANSACTIONS Notes and Convertible Notes Payable On October 31, 2012, the Company and a then 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 From the year ended 2012 through the year ended December 31, 2015, the Company borrowed a total of $331,371 in unsecured short-term loans from a then officer and director of the Company and repaid a total of $116,913 with an interest rate of 6% per annum. During the three months ended June 30, 2016 the Company borrowed an additional $22,276. The outstanding balance as of December 31, 2015 and June 30, 2016 was $214,458 and 236,736 with accrued interest of $18,943 and $21,888 respectively. The notes are due on demand. Consulting Expense As of June 30, 2016 and December 31, 2015, the Company owed a former officer $444,440 and $444,440, respectively, for consulting expense which is included in accounts payable, related party. The Company advanced $220,000 to a related party during the first quarter of 2016. $20,000 was paid thus bringing the balance due from related party to $200,000 at June 30, 2016. |
Debt Disclosure
Debt Disclosure | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Debt Disclosure | NOTE 3 - CONVERTIBLE PROMISSORY NOTES PAYABLE As of December 31, 2015 the Company had a total of nine convertible notes payable with an outstanding balance of $377,500. The interest rates varied from 10% to 20% and conversion rates ranging from $.20 to $1.00. The notes may be converted at any time and are all in default. On February 4, 2016, the Company entered into a $121,000 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate. The term is for one year, with an original issuance discount of $11,000 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 55% of the lowest trading price of the Companys Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. On March 23, 2016, the Company entered into a $60,500 10% Convertible Promissory Note with Vista Capital Investments, LLC. a non-affiliate. The term is for two years, with an original issuance discount of $5,500 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 55% of the lowest trading price of the Companys Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. In connection with the note payable the Company is obligated to issue 200,000 that were valued at $120,000. Out of the full consideration $55,000 was recorded as debt discount and the remaining $65,000 was included in interest expense. On March 24, 2016, the Company entered into a $60,500 10% Convertible Promissory Note with Tangiers Investment Group, LLC, a non-affiliate. The term is for one year, with an original issuance discount of $5,500 for due diligence and legal costs. The Note is convertible at the option of the Holder into Common Stock of the Company at a conversion price which shall be equal to 55% of the lowest trading price of the Companys Common Stock during the 20 trading days prior to the election to convert. See Note 4 for discussion of the derivative liability. Accrued interest on all outstanding non-related-party Notes was $79,917 at June 30, 2016 and $67,938 as for December 31, 2015. Debt Discount Balance as of December 31, 2015 $ - Initial recognition of additional derivative liability 242,000 Amortization of Debt Discount (22,678) Balance as of March 31, 2016 219,322 Amortization of Debt Discount $ (60,334) Balance June 30, 2016 $ 158,988 Balance of 2015 and Prior notes payable at December 31, 2015 $ 377,500 Notes Payable recorded in 2016 242,000 Total Notes payable at June 30, 2016 619,500 Debt discount (158,988) Notes Payable, net $ 460,512 NOTE 4 DERIVATIVE LIABILITY The Company issued financial instruments in the form of convertible notes with embedded conversion features. The convertible notes payable has conversion rates which are indexed to the market value of the Companys common stock price. Price protection clauses of the conversion features of the 2016 convertible notes (see Note 3) triggered derivative accounting under GAAP. During the three months ending March 31, 2016, the company issued three convertible promissory notes totaling $242,000. The following table represents the Companys derivative liability and debt discount activity for the embedded conversion features discussed above: Derivative Liability Balance as of December 31, 2015 $ - Initial recognition of additional derivative liability 667,046 Balance as of March 31, 2016 667,046 Change in derivative liability (175,712) Balance June 30, 2016 $ 491,334 During the three months ended June 30, 2016 and 2015, the aggregate gain/(loss) on the derivative liability was $175,711 and $0 respectively, consisting of initial derivative expense and the change in the fair value of the derivative. |
Stockholders' Equity Note Discl
Stockholders' Equity Note Disclosure | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Stockholders' Equity Note Disclosure | NOTE 5 - COMMON STOCK AND COMMON STOCK WARRANTS Common Stock Warrants In December, 2010, the Company issued a total of 5,000,000 Common Stock Purchase Warrants. Pursuant to an extension approved by the Board of Directors in June, 2015, all Warrants are exercisable at any time prior to November 19, 2017. The following table summarizes the outstanding warrants and associated activity for the three months ended June 30, 2016: Number of Weighted Weighted Warrants Average Average Outstanding Price Remaining Contractual Life Balance, December 31, 2015 5,000,000 $ 0.25 1.89 Granted Exercised Expired Balance, June 30, 2016 5,000,000 $ 0.25 1.64 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Notes | |
Subsequent Events | Note 7 SUBSEQUENT EVENTS On August 4, 2016 the Company entered into an asset purchase agreement with RP Capital Group, Ltd. acquiring all rights and ownership to, among other things, the proprietary and exclusive technology for the formulation of a therapeutic treatment for sleep apnea. |
Basis of Accounting, Policy (Po
Basis of Accounting, Policy (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Policies | |
Basis of Accounting, Policy | Principles of Consolidation The accompanying financial statements reflect the consolidation of the individual financial statements of Michael James Enterprises, Inc. and BullsnBears Holdings, Inc. All significant intercompany accounts and transactions have been eliminated. |
Use of Estimates, Policy (Polic
Use of Estimates, Policy (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Policies | |
Use of Estimates, Policy | Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value Measurement, Policy
Fair Value Measurement, Policy (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Policies | |
Fair Value Measurement, Policy | Fair Value of Financial Instruments The carrying amount of accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of these financial instruments. The fair value of the derivative liabilities have been valued using a Black Scholes valuation model. |
Derivative Liabilities (Policie
Derivative Liabilities (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Policies | |
Derivative Liabilities | Derivative Liabilities The embedded conversion options or the Companys certain convertible notes payable described in Note 3 contain conversion features that qualify for embedded derivative classification. The Company accounts for its embedded conversion features in its convertible debentures in accordance FASB ASC 815-10- Derivatives and Hedging, |
New Accounting Pronouncements,
New Accounting Pronouncements, Policy (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Policies | |
New Accounting Pronouncements, Policy | New Accounting Pronouncements In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-15 Presentation of Financial StatementsGoing Concern, outlining managements responsibility to evaluate whether there is substantial doubt about an entitys ability to continue as a going concern, along with the required disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016 with early adoption permitted. The Company does not anticipate a material impact to our financial statements as a result of this change. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU 2015-03). ASU 2015-03 changes the presentation of debt issuance costs in financial statements, by requiring them to be presented in the balance sheet as a direct deduction from the related debt liability, rather than as an asset. Amortization of the costs is reported as interest expense. There is no change to the current guidance on the recognition and measurement of debt issuance costs. For public business entities, ASU 2015-03 will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company does not expect ASU 2015-03 to have a material impact on its consolidated financial statements. In January 2016, the FASB issued ASU 2016-01 Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which revises an entitys accounting related to (1) the classification and measurement of investments in equity securities and (2) the presentation of certain fair value changes for financial liabilities measured at fair value. The ASU also amends certain disclosure requirements associated with the fair value of financial instruments. ASU 2016-01 is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2017, with early adoption permitted under certain circumstances. The Company is currently assessing the impact of ASU 2016-01 on its financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases, which is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018 with early adoption permitted. Under Accounting Standards Update 2016-02, lessees will be required to recognize for all leases at the commencement date a lease liability, which is a lessees obligation to make lease payments arising from a lease measured on a discounted basis, and a right-to-use asset, which is an asset that represents the lessees right to use or control the use of a specified asset for the lease term. The Company is currently evaluating the effect that the new guidance will have on its financial statements and related disclosures. In March 2016, the FASB issued ASU No. 2016-09, CompensationStock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which includes multiple provisions intended to simplify various aspects of the accounting for share-based payments, including treatment of excess tax benefits and forfeitures, as well as consideration of minimum statutory tax withholding requirements. The ASU will take effect for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016, with early application permitted in any interim or annual period. The Company is evaluating the future impact of this ASU on the consolidated financial statements. Other relevant recently issued accounting updates are not expected to have a material impact on the Companys consolidated financial statements. |
Commitments and Contingencies D
Commitments and Contingencies Disclosure (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Policies | |
Commitments and Contingencies Disclosure | NOTE 6 COMMITMENTS AND CONTINGENCIES A lawsuit was filed against the Company on November 13, 2014, in the First Circuit Court of the 15th Judicial Circuit in and for Palm Beach County, Florida entitled Thinspace Technology, Inc. v. Michael James Enterprises, Inc. (formerly 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. The Company believes that this claim is without merit and is vigorously defending this action. On September 1, 2015, the Company received notice of an Administrative Complaint filed by the State of Florida Office of Financial Regulation (OFR) concerning certain private placement investments received by the Company during the period from 2011 to 2013 and the applicability of the registration exemption provisions of the Florida Statutes to said investments. The Company vigorously disputes the legal basis for this Administrative Complaint and is presently conducting mitigating discussions with the OFR. |
Debt Disclosure_ Convertible De
Debt Disclosure: Convertible Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Tables/Schedules | |
Convertible Debt | Debt Discount Balance as of December 31, 2015 $ - Initial recognition of additional derivative liability 242,000 Amortization of Debt Discount (22,678) Balance as of March 31, 2016 219,322 Amortization of Debt Discount $ (60,334) Balance June 30, 2016 $ 158,988 Balance of 2015 and Prior notes payable at December 31, 2015 $ 377,500 Notes Payable recorded in 2016 242,000 Total Notes payable at June 30, 2016 619,500 Debt discount (158,988) Notes Payable, net $ 460,512 |
Debt Disclosure_ Schedule of Ca
Debt Disclosure: Schedule of Carrying Values and Estimated Fair Values of Debt Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Tables/Schedules | |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | Derivative Liability Balance as of December 31, 2015 $ - Initial recognition of additional derivative liability 667,046 Balance as of March 31, 2016 667,046 Change in derivative liability (175,712) Balance June 30, 2016 $ 491,334 |
Stockholders' Equity Note Dis21
Stockholders' Equity Note Disclosure: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Tables/Schedules | |
Schedule of Stockholders' Equity Note, Warrants or Rights | Number of Weighted Weighted Warrants Average Average Outstanding Price Remaining Contractual Life Balance, December 31, 2015 5,000,000 $ 0.25 1.89 Granted Exercised Expired Balance, June 30, 2016 5,000,000 $ 0.25 1.64 |