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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 10-Q

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

For the quarterly period ended September 30, 2012

¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
Commission file number 000-54219
 
BOLLENTE COMPANIES INC.
(Exact name of registrant as specified in its charter)

Nevada
 
26-2137574
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

Gainey Center II
   
8501 North Scottsdale Road, Suite 165
   
Scottsdale, Arizona
 
85253-2740
(Address of principal executive offices)
 
(Zip Code)

(480) 275-7572
(Registrant’s telephone number, including area code)

Copies of Communication to:
Stoecklein Law Group, LLP
Emerald Plaza
401 West A Street
Suite 1150
San Diego, CA 92101
(619) 704-1310
Fax (619) 704-0556

Indicate by check mark whether the issuer (1) 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 past 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 (§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 ¨    No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.

Large accelerated filer  ¨
Accelerated filer  ¨
   
Non-accelerated filer  ¨ (Do not check if a smaller reporting company)
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  ¨     No  x

The number of shares of Common Stock, $0.001 par value, outstanding on November 9, 2012, was 7,077,460 shares.
 

 
1

 

BOLLENTE COMPANIES INC.
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012

Index to Report on Form 10-Q



     
Page No.
   
PART I - FINANCIAL INFORMATION
 
       
Item 1.
 
Financial Statements
3
       
Item 2.
 
Management's Discussion and Analysis of Financial Condition and Results of Operations
12
       
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk
20
       
Item 4T.
 
Controls and Procedures
20
       
   
PART II - OTHER INFORMATION
 
       
Item 1.
 
Legal Proceedings
20
       
Item1A.
 
Risk Factors
21
       
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
21
       
Item 3.
 
Defaults Upon Senior Securities
22
       
Item 4.
 
Mine Safety Disclosures
22
       
Item 5.
 
Other Information
22
       
Item 6.
 
Exhibits
23
       
   
Signature
23

 
2

 

BOLLENTE COMPANIES, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
CONSOLIDATED BALANCE SHEETS
 
(Unaudited)
 
             
             
   
September 30,
   
December 31,
 
   
2012
   
2011
 
             
ASSETS
           
             
Current assets:
           
Cash
  $ 198     $ 864  
Prepaid expenses
    17,418       163  
Prepaid stock compensation
    40,625       369,375  
Total current assets
    58,241       370,402  
                 
Other assets:
               
Deferred financing cost, net
    -       1,980  
Security deposits
    1,500       1,500  
Trademarks
    550       550  
Website
    2,000       -  
Total other assets
    4,050       4,030  
                 
Total assets
  $ 62,291     $ 374,432  
                 
                 
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
                 
Current liabilities:
               
Accounts payable
  $ 34,267     $ 66,103  
Accrued salaries - related party
    40,521       26,521  
Accrued payroll taxes
    11,554       3,060  
Notes payable - related party
    450       250  
Accrued interest payable
    565       -  
Accrued interest payable - related party
    18,678       3,284  
Line of credit - related party
    78,381       51,881  
Notes payable, net of unamortized debt discount of $0
    42,010       41,110  
Total current liabilities
    226,426       192,209  
                 
Long-term liabilities:
               
Notes payable - related party
    500,000       500,000  
Total long-term liabilities
    500,000       500,000  
                 
Total liabilities
    726,426       692,209  
                 
Stockholders' deficit:
               
Preferred stock, $0.001 par value, 10,000,000 shares
               
authorized, no shares issued and outstanding
               
as of September 30, 2012 and December 31, 2011, respectively
    -       -  
Common stock, $0.001 par value, 100,000,000 shares
               
authorized, 7,077,460 and 6,497,460 shares issued and outstanding
               
as of September 30, 2012 and December 31, 2011, respectively
    7,078       6,498  
Additional paid-in capital
    2,268,903       1,610,632  
Subscriptions payable
    -       164,000  
Deficit accumulated during development stage
    (2,940,116 )     (2,098,907 )
Total stockholders' deficit
    (664,135 )     (317,777 )
                 
Total liabilities and stockholders' deficit
  $ 62,291     $ 374,432  
                 


See accompanying notes to consolidated financial statements.


 
3

 


BOLLENTE COMPANIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
                     
                     
                   
Inception
                   
(March 7, 2008)
   
For the three months ended
 
For the nine months ended
 
to
   
September 30,
 
September 30,
 
September 30,
   
2012
 
2011
 
2012
 
2011
 
2012
                     
Revenue
 
 $                  -
 
$                  -
 
 $                  -
 
 $                  -
 
 $                -
                     
Operating expenses:
                   
General and administrative
 
              13,894
 
            106,908
 
              36,589
 
            173,107
 
           115,559
Executive compensation
 
              23,435
 
                    -
 
            125,344
 
                    -
 
           368,270
Product development - related party
 
                    -
 
                    -
 
                    -
 
                    -
 
           336,014
Research and development
 
                  683
 
              23,438
 
               3,495
 
              30,000
 
            63,025
Professional fees
 
            150,415
 
              94,012
 
            639,942
 
            145,231
 
        1,955,237
                     
Total operating expenses
 
            188,427
 
            224,358
 
            805,370
 
            348,338
 
        2,838,105
                     
Other expenses:
                   
Interest expense - related party
 
             (11,135)
 
             (10,550)
 
             (32,795)
 
             (25,604)
 
           (70,465)
Interest expense
 
                   (55)
 
              (1,920)
 
              (3,044)
 
             (26,582)
 
           (31,546)
                     
Total other expenses
 
             (11,190)
 
             (12,470)
 
             (35,839)
 
             (52,186)
 
          (102,011)
                     
Net loss
 
 $        (199,617)
 
 $   (236,828)
 
 $        (841,209)
 
 $   (400,524)
 
 $(2,940,116)
                     
Net loss per common share - basic
 
 $             (0.02)
 
 $         (0.04)
 
 $             (0.10)
 
 $          (0.13)
   
                     
Weighted average number of common shares outstanding - basic
 
   11,359,989
 
   5,762,243
 
   8,261,060
 
   3,100,031
   


See accompanying notes to consolidated financial statements.


 
4

 


BOLLENTE COMPANIES, INC.
 
(A DEVELOPMENT STAGE COMPANY)
 
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
(Unaudited)
 
                   
                   
               
Inception
 
               
(March 7, 2008)
 
   
For the nine months ended
   
to
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
Net loss
  $ (841,209 )   $ (400,524 )   $ (2,940,116 )
Adjustments to reconcile net loss
                       
to net cash used in operating activities:
                       
Shares issued for services
    267,000       12,500       317,000  
Shares issued for employment agreement
    102,851       127,500       306,851  
Shares issued for prepaid stock compensation
    328,750       75,000       989,375  
Warrants issued for services
    -       -       308,176  
Write-off of inventory deposit
    -       -       21,000  
Non-cash financing cost
    -       21,781       22,056  
Amortization of deferred financing cost
    1,980       3,300       6,600  
Amortization of debt discount
    900       1,500       3,000  
        Accrued rent expense- related party line of credit
    19,000       -       19,000  
Changes in operating assets and liabilities:
                       
(Increase) in prepaid expenses
    (17,255 )     (795 )     (24,418 )
(Increase) in prepaid compensation
    -       -       -  
(Decrease) in prepaid inventory - related party
    -       -       -  
Decrease in other receivables
    -       -       (14,000 )
(Increase) in security deposits
    -       (1,500 )     (1,500 )
Increase (decrease) in accounts payable
    (31,836 )     (11,693 )     118,845  
Increase in accounts payable - related party
    -       -       343  
Increase in accrued salaries - related party
    14,000       16,500       40,521  
Increase in accrued payroll taxes
    8,494       3,888       11,554  
Increase in deferred revenue
    -       -       14,235  
Increase in accrued interest payable
    565       -       565  
Increase in accrued interest payable - related party
    15,394       1,493       18,678  
                         
Net cash used in operating activities
    (131,366 )     (151,050 )     (782,235 )
                         
CASH FLOWS FROM INVESTING ACTIVITIES
                       
Purchase trademarks
    -       (550 )     (550 )
Purchase website costs
    (2,000 )     -       (2,000 )
Payments for due from related party
    -       -       (44,372 )
Repayments from due from related party
    -       -       40,000  
                         
Net cash used in investing activities
    (2,000 )     (550 )     (6,922 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
Bank overdraft
    -       (81 )     -  
Proceeds from notes payable - related party
    200       850       14,122  
Repayments of notes payable - related party
    -       (1,350 )     (1,550 )
Proceeds from line of credit - related party
    7,500       38,450       66,270  
Repayments of line of credit - related party
    -       -       (6,889 )
Proceeds from notes payable
    -       30,000       41,760  
Repayments for notes payable
    -       (2,750 )     (2,750 )
Proceeds from sale of common stock, net of offering costs
    125,000       100,000       671,282  
Donated capital
    -       -       7,110  
                         
Net cash provided by financing activities
    151,700       165,119       789,355  
                         
NET CHANGE IN CASH
    (666 )     13,519       198  
                         
CASH AT BEGINNING OF YEAR
    864       48       -  
                         
CASH AT END OF YEAR
  $ 198     $ 13,567     $ 198  
                         
                         
SUPPLEMENTAL INFORMATION:
                       
Interest paid
  $ 17,000     $ -     $ 51,386  
Income taxes paid
  $ -     $ -     $ -  
                         
Non-cash investing and financing activities:
                       
Reclass accounts payable related party to accounts payable
  $ -     $ -     $ 343  
Reclass notes payable related party to notes payable
  $ -     $ -     $ 11,760  
Shares issued as settlement of accounts payable
  $ -     $ 115,718     $ 115,718  
Shares issued for employment agreement
  $ (164,000 )   $ (127,500 )   $ -  
Shares issued for prepaid stock compensation
  $ -     $ (212,500 )   $ 369,375  
Warrants issued for services
  $ -     $ -     $ 308,176  
Deemed distribution to majority shareholder
  $ -     $ 516,562     $ (516,563 )


See accompanying notes to consolidated financial statements.


 
5

 
BOLLENTE COMPANIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation
The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
 
These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the years ended December 31, 2011 and 2010 and notes thereto included in the Company’s 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.
 
Results of operations for the interim period are not indicative of annual results.

Principles of consolidation
The consolidated financial statements include the accounts of Bollente Companies, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc.  On the date of acquisition, Bollente, Inc. was 2.78% owned and controlled 100% by Robertson J. Orr, a majority shareholder and officer and director of Bollente Companies, Inc. and the acquisition was accounted for by means of a pooling of the entities from the date of inception of Bollente Companies, Inc. on March 7, 2008 because the entities were under common control. All significant inter-company transactions and balances have been eliminated.

Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles 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 revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and cash equivalents
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Website
The Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350.  Other costs related to the maintenance of the website are expensed as incurred.  Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes.   The Company plans to commence amortization upon completion and release of the Company’s fully operational website.  As of September 30, 2012, the website is in the development stage.

 
6

 
BOLLENTE COMPANIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-based compensation
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards.  This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. 
 
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

Earnings per share
The Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Reclassifications
Certain reclassifications have been made to the prior quarters’ financial statements to conform to the current quarter presentation.  These reclassifications had no effect on previously reported results of operations.  The Company reclassified payroll and compensation to its executive from general and administrative expense to executive compensation. The company also reclassified interest payable – related party to interest payable, as the loan holder is no longer considered a related party.

Recent pronouncements
The Company has evaluated recent accounting pronouncements through October 2012 and believes that none of them will have a material effect on the Company’s financial statements.

NOTE 2 – GOING CONCERN
 
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (March 7, 2008) through the period ended September 30, 2012 of ($2,940,116). In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing.
 
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

 
7

 
BOLLENTE COMPANIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 3 – WEBSITE

Website cost consists of the following at:

   
September 30,
2012
   
December 31, 2011
 
             
Website
  $ 2,000     $ -  
                 
Less: Accumulated amortization
    -       -  
                 
Website, net
  $ 2,000     $ -  

The Company plans to commence amortization upon completion and release of the Company’s fully operational website. As of September 30, 2012, the website is in the development stage and therefore no amortization recorded on the website until it the website is fully operational and is launched.  Amortization expense for the three months ended September 30, 2012 and 2011 was $0 and $0, respectively.  Amortization expense for the nine months ended September 30, 2012 and 2011 was $0 and $0, respectively.

NOTE 4 – NOTES PAYABLE – RELATED PARTY

Notes payable consist of the following at:

   
September 30,
2012
   
December 31, 2011
 
             
Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand
  $ 450     $ 250  
                 
Notes Payable – Current
  $ 450     $ 250  


   
September 30, 2012
   
December 31, 2011
 
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2012
  $ 78,381     $ 51,881  
                 
Line of credit – Current
  $ 78,381     $ 51,881  

Interest expense for the three months ended September 30, 2012 and 2011 was $913 and $661, respectively.  Interest expense for the nine months ended September 30, 2012 and 2011 was $2,350 and $1,321, respectively.


 
8

 
BOLLENTE COMPANIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 5 – NOTES PAYABLE

   
September 30,
2012
   
December 31, 2011
 
Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 0% interest, due upon demand
  $ 9,400     $ 9,400  
                 
Note payable to a former officer, director and shareholder, unsecured, 0% interest, due upon demand
    160       160  
                 
Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 10% interest, due July 2010,  in default as of September 30, 2012
    800       800  
                 
Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 10% interest, due August 2010, in default as of September 30, 2012
    1,400       1,400  
                 
Note payable to an unrelated third party, unsecured, $3,000 in debt discount, due May 2012, in default as of September 30, 2012
    30,250       30,250  
                 
Unamortized debt discount
    -       (900 )
                 
Notes Payable – Current
  $ 42,010     $ 41,110  

Interest expense for the three months ended September 30, 2012 and 2011 was $1,015 and $1,975, respectively.  Interest expense for the nine months ended September 30, 2012 and 2011 was $2,990 and $2,989, respectively.

NOTE 6 – LONG TERM NOTES PAYABLE – RELATED PARTY

Notes payable consists of the following at:

   
September 30, 2012
   
December 31, 2011
 
Note payable with a shareholder, unsecured, 5% interest, due February 2014
  $ 500,000     $ 500,000  
                 
Notes Payable – Long Term
  $ 500,000     $ 500,000  

Interest expense for the three months ended September 30, 2012 and 2011 was $10,222 and $10,222, respectively.  Interest expense for the nine months ended September 30, 2012 and 2011 was $30,444 and $24,333, respectively.


 
9

 
BOLLENTE COMPANIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 7 – STOCKHOLDERS’ EQUITY
 
The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock.

On May 11, 2009, the Company effected a 10-for-1 forward stock split of its $0.001 par value common stock.  On October 22, 2010, the Company effected a 1-for-50 reverse stock split of its $0.001 par value common stock.

All shares and per share amounts have been retroactively restated to reflect the split discussed above.

Common Stock
During the nine months ended September 30, 2012 the Company entered into the following transactions to issue common stock:

On February 29, 2012, the Company recorded a stock payable totaling $50,500 for 50,000 shares of common stock owed to an officer, director and shareholder of the Company as part of his employment agreement.  The shares were valued according to the fair value of the common stock as of February 29, 2012.  The shares were issued on March 31, 2012, along with the 100,000 shares valued at $164,000 recorded as payable in during 2011.

During the three months ended March 31, 2012, the Company sold a total of 70,000 shares of common stock to three investors for cash totaling $35,000.  Of the total, the Company issued a total of 50,000 shares of common stock.  The remaining 20,000 shares were issued on April 26, 2012.

During the three months ended June 30, 2012, the Company sold a total of 130,000 shares of common stock to two investors for cash totaling $65,000.

On May 29, 2012, the Company issued 120,000 shares of common stock to consultant as a bonus which was part of his consulting agreement.  The shares were valued according to the fair value of the common stock as of May 29, 2012.

On May 31, 2012, the Company recorded a stock payable totaling $24,000 for 15,000 shares of common stock owed to an officer, director and shareholder of the Company as part of his employment agreement.  The shares were valued according to the fair value of the common stock as of May 31, 2012.  The shares were issued on September 28, 2012 and the balance in stock payable was reduced to $0.

During the three months ended September 30, 2012, the Company sold 50,000 shares of common stock to an investor for cash totaling $25,000.

On August 31, 2012, the Company recorded a stock payable totaling $28,350 for 15,000 shares of common stock owed to an officer, director and shareholder of the Company as part of his employment agreement.  The shares were valued according to the fair value of the common stock as of August 31, 2012.  The shares were issued on September 28, 2012 and the balance in stock payable was reduced to $0.

On September 28, 2012, the Company issued 30,000 shares of common stock to consultant as a bonus which was part of his consulting agreement.  The shares were valued according to the fair value of the common stock as of September 28, 2012.

 
10

 
BOLLENTE COMPANIES INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 8 – WARRANTS

The following is a summary of the status of all of the Company’s stock warrants as of September 30, 2012 and changes during the nine months ended on that date:

 
 
Number
of Warrants
   
Weighted-Average
Exercise Price
 
Outstanding at January 1, 2012
    20,000     $ 15.50  
Granted
    -       0.00  
Exercised
    -       0.00  
Cancelled
    -       0.00  
Outstanding at September 30, 2012
    20,000     $ 15.50  
Warrants exercisable at September 30, 2012
    20,000     $ 15.50  

The following table summarizes information about stock warrants outstanding and exercisable at September 30, 2012:

     
STOCK WARRANTS OUTSTANDING AND EXERCISABLE
 
 
 
Exercise Price
   
Number of
Warrants
Outstanding
   
Weighted-Average
Remaining
Contractual
Life in Years
   
Weighted-
Average
Exercise Price
 
$ 15.50       20,000       0.42     $ 15.50  

NOTE 9 – AGREEMENTS

Lease Agreement
On January 3, 2011, the Company executed a sublease agreement with Perigon Companies, LLC, a related party.  The lease term is month to month at a rate of $1,500 per month.  The Company paid a refundable security deposit of $1,500.  During January 2012, the Company renegotiated its sublease agreement with Perigon Companies, LLC for a period of one year at a rate of $3,500 per month.  Rent expense for the three months ended September 30, 2012 was $10,500.  Rent expense for the nine months ended September 30, 2012 was $31,500.

Employment Agreement
Effective March 1, 2012, the Company entered into an amended employment agreement with the President of the Company.  The officer will receive annual cash compensation of $12,000 due monthly.  Additionally, the Company will issue 15,000 shares of common stock at the end of each quarter starting from the three months ended May 31, 2012.  Compensation expense for the three months ended September 30, 2012 and 2011 was $31,350 and $98,000.  Compensation expense for the nine months ended September 30, 2012 and 2011 was $116,850 and $112,000.

NOTE 10 – SUBSEQUENT EVENTS

In October 2012, the Company sold 550,000 shares of common stock to several investors for cash totaling $275,000.


 
11

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q contains forward-looking statements. These statements include, among other things, statements regarding:

·  
our ability to diversify our operations;
·  
inability to raise additional financing for working capital;
·  
the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;
·  
our ability to attract key personnel;
·  
our ability to operate profitably;
·  
deterioration in general or regional economic conditions;
·  
adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
·  
changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
·  
the inability of management to effectively implement our strategies and business plan;
·  
inability to achieve future sales levels or other operating results;
·  
the unavailability of funds for capital expenditures;
·  
other risks and uncertainties detailed in this report;

as well as other statements regarding our future operations, financial condition and prospects, and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

References in the following discussion and throughout this Quarterly Report to “we”, “our”, “us”, “BOLC”, “Bollente”, “the Company”, and similar terms refer to Bollente Companies Inc. unless otherwise expressly stated or the context otherwise requires.

 
12

 


OVERVIEW AND OUTLOOK

Bollente Companies, Inc. (“BOLC”) was formed as a Nevada corporation in March 2008. On September 23, 2010, BOLC changed its name from Alcantara Brands Corporation to Bollente Companies Inc. Effective May 16, 2011, BOLC completed the acquisition of Bollente, Inc (“Bollente”) through the acquisition of 100% of the issued and outstanding common stock of Bollente.

As a result of the acquisition of Bollente, BOLC is now involved in research and development of a new high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products.

On February 24, 2011, Bollente accepted an assignment of an engineering services contract from Perigon Companies, LLC, a Delaware limited liability company that is also a lender for Bollente. Perigon started to create an electric tankless water heater and the technology is in research and development. Perigon is owned and controlled by an individual who is a family member of one of the stockholders of the Company. Bollente agreed to accept the assignment for a promissory note of $500,000.  The promissory note is due on February 24, 2014 and bears interest at 5% per annum. There are quarterly interest payments of $10,000 with a balloon payment of the principal balance and any accrued interest at the maturity date. In the event of default, the interest rate increases to 18% per annum. In addition, the Company agreed to acquire accounts payable related to the in-process research and development totaling $16,562.

Bollente, Inc.’s Electric Tankless Water Heaters

In December of 2009 Bollente, Inc. (“Bollente”) was formed to market and sell various green and sustainable technologies, especially consumer goods and building materials. The company has invested considerable time and resources into the development of its brand, including website development and various public relations strategies.

Bollente is committed to manufacturing and distributing a new, high-quality, highly efficient electric tankless water heater that will exceed American consumer performance expectations for large quantities of hot water and delivery of hot water at consistent temperatures with an affordable, durable and reliable design. Bollente, Inc. has several features and design innovations which are new to the electric tankless water heater market that we believe will give our products a sustainable competitive advantage over our rivals in the market.

Our tankless water heaters will be designed to provide an endless hot water supply because they are designed to heat water as it flows through the system. We believe that our products are capable of higher temperature rise than competitive units at given flow rates because of its improved design and greater efficiency. Our tankless water heaters can save energy and reduce operating costs compared to tank systems because unlike tanks, if there is no hot water demand, no energy is being used. In addition, we intend to improve life-cycle costs with an improved design conceived not only to increase efficiency, but also the longevity of our products versus competitive units. Generally, a typical tank water heater lasts about 11 years, whereas gas tankless systems may last longer, but require routine maintenance. Our product line is designed to last longer than tank water heaters without any routine maintenance required under most conditions.

 
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Intellectual Property & Proprietary Rights

Upon completion of our brand development, we will regard substantial elements of our brands and underlying intellectual property as proprietary and attempt to protect them by relying on trademark, service mark and trade secret laws, restrictions on disclosure and transferring title and other methods.

Our plans are to actively pursue patent and trademark protection for all of newly developed products, both domestically and abroad. We have novel and proprietary technologies related to our product line and the central focus of our patent counsel has been to work with our engineers to build a defensible patent portfolio. To date, we have filed several trademark applications through our outside marketing and branding experts and have acquired several unique domain registrations reflective of our online marketing strategy. We anticipate obtaining patent and trademark protection on all of our newly developed, proprietary products. We also plan to continue protecting our intellectual property through confidentiality agreements with vendors and consultants and trade secret protocols employed by employees, consultants, and contractors.

Product Overview

Bollente is currently in a research and development phase to design a product line of tankless water heaters. The company has been strategizing a branding and marketing strategy for a tankless water heater product line since January of 2010. The whole-house and commercial series of water heaters will be marketed by the Company when the research and development is substantially completed. Management believes the company’s products will deliver increased functionality and energy efficiency to consumers, and that its products are superior to other competing products in the market, but at a lower cost to the end user. In addition, the Company has been working to identify partners in the contract manufacturing space and believes the company will enter production through one of these contract manufacturing firms in the next 12 months. There are currently several prototypes, components, and various assemblies and technologies being examined and tested by the company’s engineering consultants for use in the Company’s product lines.

Operation Plan

Our plan is to focus on continued research and development to improve the performance of our electric tankless water heater line, finishing the main elements of our branding strategy, launching a website introducing the features and benefits of tankless water heaters to the market. Subject to availability of capital and once we have substantially completed research and development of the tankless line, we will implement a marketing and sales program in order to begin filling the sales pipeline with potential customers, outside sales companies, and identify candidates within the plumbing and construction industries who will be interested in utilizing our electric tankless technology.

 
14

 


In order to increase production and increase returns for our stockholders, we will also be seeking licensing partners and private label opportunities. Depending on availability of capital, and other constraints, our goal is to increase stockholder value by acquiring stakes in companies, product licenses, and/or joint ventures which will yield additional products or services related to our tankless water heater line which we will offer to our customers or which will yield additional customers to whom we can offer our tankless water heater line.

We expect to achieve these results by:
·  
Testing new, proprietary technologies for integration into our electric tankless water heating products;
·  
Filing for patent and trademark protection for our electric tankless water heater line,
·  
Launching our product website to educate retail consumers about our products;
·  
Installing and testing prototype water heaters in the field in a variety of applications;
·  
Designing a secondary website geared towards providing service and technical guidance to industry professionals, trade persons, and wholesale sales companies on the benefits of offering our products to their customers; and,
·  
Identifying candidates in the plumbing and building industry in select markets to support our initial marketing and sales efforts.

In addition to raising additional capital we plan to begin discussions with various acquisition targets whose technologies and product offerings may augment our planned product offerings. This economic strategy may allow us to acquire or license green product lines and generally expand our existing operations.

Because of our limited operating history we have yet to generate any revenues. Our activities have been limited to raising capital, closing the recent merger, negotiating with consultants, and finalizing our consumer website design, and conducting research and testing on competitive technologies in the market place.

Our future financial results will depend primarily on: (i) our ability to raise necessary capital; (ii) obtaining required certifications to sell our products in the domestic market place; (iii) our success in obtaining patent protection for our intellectual property; and (iv) our ability to monetize our intellectual property. There can be no assurance that we will be successful in any of these respects, or that we will be able to obtain additional funding to increase our currently limited capital resources.

RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended September 30, 2012 and September 30, 2011

Revenues

In the three months ended September 30, 2012 and 2011, we did not generate any revenues.

 
15

 


Expenses

Operating expenses totaled $188,427 during the three months ended September 30, 2012 as compared to $224,358 in the prior year. In the three month period ended September 30, 2012, our expenses primarily consisted of General and Administrative of $13,894, Professional fees of $150,415 and Executive Compensation of $23,435.

Research and development expenses totaled $683 during the three months ended September 30, 2012 as compared to $23,438 during the three months ended September 30, 2011.  This decrease is attributed primarily to the Company spending less towards developing its technology.

Professional fees increased $56,403 from the three months ended September 30, 2011 to the three months ended September 30, 2012.  Professional fees increased due to an increase in legal and accounting fees associated with public company filings and the amortization of the prepaid stock compensation.

General and administrative fees decreased $91,014, from the three months ended September 30, 2011 to the three months ended September 30, 2012.  This decrease was primarily due to an decrease in rent expense.

Executive Compensation increased $23,435 from the three months ended September 30, 2011 to the three months ended September 30, 2012.  Executive Compensation increased due to an increase in compensation to the President of the Company.

Other Expenses

Interest expense – related party increased $7,191 to $32,795 in the three months ended September 30, 2012 from $25,604 for the three months ended September 30, 2011. The increase was the result of an increase in notes payable with interest accruals.

Interest expense decreased $23,538 to $3,044 in the three months ended September 30, 2012 from $26,582 for the three months ended September 30, 2011. The decrease was the result of a decrease in interest accruals from note payables.

Net Loss

In the three months ended September 30, 2012, we generated a net loss of $199,617, a decrease of $37,211 from $236,828 for the three months ended September 30, 2011. This decrease was attributable to increased accounting and legal fees.

Results of Operations for the Nine Months Ended September 30, 2012 and September 30, 2011

Revenues

In the nine months ended September 30, 2012, we did not generate any revenues. Since our inception on March 7, 2008 through September 30, 2012, we have not generated any revenues.

 
16

 


Expenses

Operating expenses totaled $805,370 during the nine months ended September 30, 2012 as compared to $348,338 in the prior year. In the nine month period ended September 30, 2012, our expenses primarily consisted of Research and Development of $3,495, General and Administrative of $36,589, Professional fees of $639,942 and Executive Compensation of $125,344.

Research and development expenses totaled $3,495 during the six months ended September 30, 2012 as compared to $30,000 during the nine months ended September 30, 2011.  This decrease is attributed primarily to the Company spending less to develop its technology.

Professional fees increased $494,711 from the nine months ended September 30, 2011 to the nine months ended September 30, 2012.  The professional fees increased due to an increase in legal and accounting fees associated with public company filings and from the amortization of prepaid stock compensation.

General and administrative fees decreased $136,518, from the nine months ended September 30, 2011 to the nine months ended September 30, 2012.  This increase was primarily attributed to an decrease in rent expense.

Executive Compensation increased $125,344 from the nine months ended September 30, 2011 to the nine months ended September 30, 2012.  Executive Compensation increased due to an increase in compensation to the President of the Company.

Other Expenses

Interest expense – related party increased $7,191 to $32,795 in the nine months ended September 30, 2012 from $25,604 for the nine months ended September 30, 2011. The increase was the result of an increase in notes payable with interest accruals.

Interest expense decreased $23,538 to $3,044 in the nine months ended September 30, 2012 from $26,582 for the nine months ended September 30, 2011. The decrease was the result of a decrease in interest accruals from note payables.

Net Loss

In the nine months ended September 30, 2012, we generated a net loss of $841,209, an increase of $440,685 from $400,524 for the nine months ended September 30, 2011. This increase was mainly attributable to consultancy fees.

 
17

 


Going Concern

The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern.  The Company may not have a sufficient amount of cash required to pay all of the costs associated with operating and marketing of its products. Management intends to use borrowings and security sales to mitigate the effects of cash flow deficits; however, no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.

Liquidity and Capital Resources

As of September 30, 2012, we had $198 in cash, $17,418 in prepaid expenses and $40,625 in prepaid stock compensation. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of stock and borrowings.

The following table sets forth a summary of our cash flows for the nine months ended September 30, 2012 and 2011:

   
Nine months ended
September 30,
 
   
2012
   
2011
 
Net cash used in operating activities
  $ (150,366 )   $ (151,050 )
Net cash used in investing activities
    2,000     $ (550 )
Net cash provided by financing activities
    151,700       165,119  
Net increase/(decrease) in Cash
    (666 )     13,519  
Cash, beginning
    864       48  
Cash, ending
  $ 198     $ 13,567  

Operating activities

Net cash used in operating activities was $150,366 for the period ended September 30, 2012, as compared to $151,050 used in operating activities for the same period in 2011. The decrease in net cash used in operating activities was primarily due to an increase in non cash activities.

Investing activities

Net cash used in investing activities was $2,000 for the period ended September 30, 2012, as compared to $(550) used in investing activities for the same period in 2011.

 
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Financing activities

Net cash provided by financing activities for the period ended September 30, 2012 was $151,700, as compared to $165,119 for the same period of 2011. The decrease of net cash provided by financing activities was mainly attributable to proceeds from debt financing.

As of September 30, 2012 we continue to use traditional and/or debt financing to provide the capital we need to run the business.

Since inception, we have financed our cash flow requirements through issuance of common stock and debt financing. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of product sales. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the future we need to generate sufficient revenues from product sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain.  Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop our line of products, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

Off-Balance Sheet Arrangements

We do not have any 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 is material to investors.

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and judgments that affect our reported assets, liabilities, revenues, and expenses, and the disclosure of contingent assets and liabilities. We base our estimates and judgments on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Future events, however, may differ markedly from our current expectations and assumptions. See Note 1 – Summary of Significant Accounting Policies in our Notes to Consolidated Financial Statements.

 
19

 


Item 3. Quantitative and Qualitative Disclosure About Market Risk

This item in not applicable as we are currently considered a smaller reporting company.

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, Robertson J. Orr, 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 Report.  Based on that evaluation and assessment, Mr. Orr  concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes 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.

PART II--OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

 
20

 


Item 1A. Risk Factors

The risk factors listed in our 2011 Form 10-K on pages 8 to 12, filed with the Securities Exchange Commission on April 16, 2012, are hereby incorporated by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Stock Issuance Pursuant to Subscription Agreement

During the nine months ended September 30, 2012, we sold 50,000 shares of our restricted common stock to an accredited investor for a total purchase price of $25,000, all of which was paid in cash. The 50,000 shares of common stock were issued on August 22, 2012.

We believe that the issuance and sale of the above securities was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule. The securities were sold directly by us and did not involve a public offering or general solicitation. The recipients of the securities were afforded an opportunity for effective access to files and records of the Registrant that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the securities, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The management of the recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the securities.

Stock Issuance Pursuant to Consulting Services

On May 29, 2012, the Company issued 120,000 shares of restricted common stock valued at $1.60 per share to a consultant as compensation in exchange for services pursuant to his consulting agreement.

On September 28, 2012, the Company issued 30,000 shares of restricted common stock valued at $2.50 per share to a consultant as compensation in exchange for services pursuant to his consulting agreement.

We made the above common stock issuance in reliance upon the exemption from registration under Section 4(2) of the Securities Act for private offerings not involving a public distribution.

Stock Issuance Pursuant to Employment Agreement

On September 28, 2012, the Company issued 30,000 shares of restricted common stock to our President and Chief Executive Officer as compensation pursuant to his employment agreement, wherein the corporation is obligated to issue 15,000 shares on a quarterly basis for his executive services.

We made the above common stock issuance in reliance upon the exemption from registration under Section 4(2) of the Securities Act for private offerings not involving a public distribution.

 
21

 


Subsequent Sales & Issuances of Unregistered Securities

Stock Issuances pursuant to Subscription Agreements

Subsequent to the period ending September 30, 2012, in October 2012, we sold 550,000 common shares to a total of six accredited investors for a total purchase price of $275,000, all of which was paid in cash. None of these shares have been issued.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities from the time of our inception on March 7, 2008 through the period ended September 30, 2012.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

 
22

 


Item 6. Exhibits.

Exhibit No.
 
Description
     
31.1
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
     
32.1
 
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
     
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

*           XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BOLLENTE COMPANIES INC.   
(Registrant)


By:          /S/ Robertson J. Orr      
Robertson J. Orr, President,
Principal Financial Officer and
Principal Executive Officer

Date: November 8, 2012

 
 
23