TRUTANKLESS, INC.
10-Ks and 10-Qs
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2010
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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)
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Nevada
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26-2137574
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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Gainey Center II
8501 North Scottsdale Road, Suite 165
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Scottsdale, Arizona
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85253-2740
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number:
(480) 275-7572
Copies of Communications to:
Stoecklein Law Group
402 West Broadway
Suite 690
San Diego, CA 92101
(619) 704-1310
Fax (619) 704-1325
Securities registered under Section 12(b) of the Act:
None
Securities registered under Section 12(g) of the Act:
Common Stock, $0.001 par value
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
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No
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
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No
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Indicate by check mark whether the registrant (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 past 90 days.
Yes
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, 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 period that the registrant was required to submit and post such files.)
Yes
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No
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1
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes No
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The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of June 30, 2010 (the last business day of the registrant's most recently completed second fiscal quarter) was $18,200 based on a share value of $0.065 (share price reflects the pre- split price as of June, 30, 2010).
The number of shares of Common Stock, $0.001 par value, outstanding on April 13, 2011 was 624,733 shares.
DOCUMENTS INCOPORATED BY REFERENCE: None.
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BOLLENTE COMPANIES INC.
FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2010
Index to Report on Form 10-K
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PART I
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Page
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Item 1.
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Business
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5
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Item 1A.
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Risk Factors
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9
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Item 1B.
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Unresolved Staff Comments
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12
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Item 2.
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Properties
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12
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Item 3.
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Legal Proceedings
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12
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Item 4.
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(Removed and Reserved)
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PART II
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Item 5.
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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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13
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Item 6.
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Selected Financial Data
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15
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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15
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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18
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Item 8.
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Financial Statements and Supplementary Data
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18
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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18
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Item 9A (T)
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Controls and Procedures
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19
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Item 9B.
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Other Information
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20
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
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21
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Item 11.
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Executive Compensation
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23
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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24
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
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25
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Item 14
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Principal Accounting Fees and Services
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25
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PART IV
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Item 15.
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Exhibits, Financial Statement Schedules
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26
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3
FORWARD-LOOKING STATEMENTS
This document contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Although we believe the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements involve a number of risks and uncertainties that may significantly affect the Company’s liquidity and results in the future and, accordingly, actual results may differ materially from those expressed in any forward – looking statements. The factors impacting these risks and uncertainties include, but are not limited to:
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our ability to diversify our operations;
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inability to raise additional financing for working capital;
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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;
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our ability to attract key personnel;
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our ability to operate profitably;
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deterioration in general or regional economic conditions;
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adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;
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changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;
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the inability of management to effectively implement our strategies and business plan;
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inability to achieve future sales levels or other operating results;
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the unavailability of funds for capital expenditures;
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other risks and uncertainties detailed in this report;
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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.
4
Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Annual Report on Form 10-K, and in particular, the risks discussed under the heading “Risk Factors” in Part I, 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.
Throughout this Annual Report references to “we”, “our”, “us”, “Bollente”, “the Company”, and similar terms refer to Bollente Companies, Inc.
Throughout this filing all references to shares have been restated to reflect a One (1) for Fifty (50) reverse stock split enacted on October 22, 2010.
Business Development
Bollente Companies Inc. is a development stage company incorporated in the state of Nevada in March of 2008. On September 23, 2010, we changed our name from Alcantara Brands Corporation to Bollente Companies Inc.
During the year ended December 31, 2010, we started to explore the consumer products industry with a focus on products and services that feature superior cost/benefit to the end user while achieving greater efficiencies with regard to residential and commercial utility usage and operating costs. Management
expects
the Company will realize a material increase in revenues and improved operating margins upon entry into the market
with new, proprietary technologies and services.
In 2010 we sought to identify viable business in the area of natural resources. Our presence in Peru positioned us to capitalize on the nascent mining industry there. Peru's mining industry has garnered an increasing amount of investment from major mining and mineral companies seeking to capitalize on the vast deposits of silver, gold, copper, zinc, and rare earth metals such as lithium. Additionally, in July of 2010, management expanded the business objectives of the Company to include the identification of ecologically responsible businesses that can be leveraged by management to create value for stockholders.
As a result of our pursuit of other business interests in Peru, we completed the formation of our wood export subsidiary on January 25, 2010, Woodmans Lumber and Millworks Peru (“WLMP”). WLMP was incorporated in the state of Nevada and was formed for the manufacture, distribution and marketing of lumber from Peru. In the first quarter, we executed a Letter of Intent to acquire Woodmans Lumber International, pursuant to which the founder and President of Woodmans Lumber International was to become the Chief Executive of our lumber division. Our plan was to commercialize the resources which were being supplied to us via our agreement with Loreto SAC, which we executed in August of 2009. Our plan was to; (1) have a supply of exotic hardwoods; (2) utilize the market established by Woodmans Lumber International, and (3) provide us the required expertise and management. In late 2009, we had received purchase orders from Tianjin Chninaland International Trading Co., Ltd wherein we intended to supply Tianjin with Peruvian specialty lumber and hardwood floor boards for resale in China. However; as a result of our inability to fund the acquisition of the lumber, we were unable to process the orders, and in some cases lost deposits we made on lumber purchases
5
The formation of the lumber and millworks division was the result of a number of events which have been implemented by us in association with other natural resources we intended to commercialize from Peru.
As a result of the expansion of business interests in Peru, we completed the formation of our natural resources subsidiary on March 10, 2010, Alcantara Resources Corp. (“ARC”). ARC was incorporated in the state of Nevada and was formed to capitalize on the burgeoning mining industry in Peru by acquiring, managing, and monetizing mining claims and concessions in several regions in Peru.
On March 12, 2010, we agreed to purchase 5.625 kilos of gold for an unrelated third party in exchange for cash of $40,000 and 866,667 shares of common stock valued at $260,000 based on the fair value of the common stock. As of March 31, 2010, we did not complete the transaction and the agreement was terminated on April 28, 2010.
On May 12, 2010, Mr. Carlos Alcantara gave the Company notice of his resignation from his position as a member of the Board of Directors, President and as Chief Executive Officer of the Company, and Ms. Shanda Alcantara gave the Company notice of her resignation from her position as a member of the Board of Directors, Secretary and as Treasurer of the Company, which resignations were accepted by the Company on May 12, 2010.
Prior to the resignations of Mr. Carlos Alcantara and Ms. Shanda Alcantara, the Board of Directors appointed Mr. Robertson James Orr to serve as the President, Secretary, Treasurer and sole Director of the Company.
On May 12, 2010, concurrent with the resignation of Mr. and Mrs. Alcantara, the Board reviewed the viability of spinning off its wholly owned subsidiary, Alcantara Resources Corp., which was formed in March of 2010 and has generated no revenues as of the date of this filing. As a result of the replacement of the board of directors on May 12, 2010, management has delayed a decision to pursue the spin off. After the change in our management, we continued to pursue the development of our businesses in Peru; however continue to struggle with a lack of capital.
On March 7, 2011, we entered into a reverse triangular merger by and among Woodmans Lumber and Millworks Peru (“Woodmans”), a Nevada corporation and our wholly-owned subsidiary, and Bollente, Inc., a Nevada corporation, Woodmans and Bollente, Inc. being the constituent entities in the merger, whereby we intend to issue 4,707,727 shares of our 144 restricted common stock in exchange for 100% of Bollente, Inc.’s outstanding membership interest. Pursuant to the terms of the merger, Woodmans will be merged with Bollente, Inc. wherein Woodmans shall cease to exist and Bollente, Inc. will become our wholly owned subsidiary. Subject to the terms and conditions set forth in the Merger Agreement, the Merger is anticipated to become effective on April 15, 2011. We intend to extend the effective date from April 15, 2011 to a later date in order to complete all the terms and conditions of the merger. A copy of the agreement was attached as exhibit 10.1 to the Form 8-K filed on March 10, 2011.
6
Business of Issuer
Introduction of our Lumber Division
We are currently continuing the concept of developing our business plan of manufacturing and distributing Peruvian tropical lumber from Peru to China and US; however, continue to be strapped by shortages of investment capital required. More than 60% of Peru is covered with Amazonian forests. These forests contain more than 3,000 of the 20,000 arboreal species that exist in the world, and also have a great density of trees.
We intend to purchase the lumber from manufacturers in Peru and distribute the products to our customers.
Our goal has been to conduct our business through a two-step distribution model. This means we resell the products we purchase from manufacturers to our customers, who then sell the products to the final end users, who are typically professional builders and independent contractors engaged in residential construction and remodeling projects.
Our goal is to offer products that allow us to provide value to our customers, by buying products in bulk and disaggregating them for individual customers or carrying a depth and breadth of products that customers cannot reasonably stock themselves.
Our products will fall into three categories: (i) millwork, which includes doors, windows, moulding, stair parts and columns, (ii) general building products, which include decking, and (iii) wood products, which include engineered wood products, such as floor systems, as well as wood panels and lumber.
Introduction of our Mining Division
In the first quarter we commenced the development of our business plan to include the purchase and operation of mining claims in Peru, which is the world's leading exporter of silver and recently became the world's fifth largest exporter of gold. Peru is also one of the world's largest exporters of copper, and has vast, untapped resources of minerals and rare earth metals. Mining investment in Peru amounted to US$4.02 billion in 2010 exceeding the amount raised the previous years, according to Peru's Ministry of Energy and Mines (MEM). The country attracted far more mining investment in 2010 than in 2009 (US$2.82 billion), 2008 (US$ 1.7billion) and 2007 (US$ 1.24billion).
In March of 2010 we founded a subsidiary, Alcantara Resources Corporation ("ARC"). The purpose of ARC is to obtain rights to mine gold and other naturally occurring minerals in Peru for operation. Once the extraction of minerals begin, they can be resold to buyers in Peru, exported internationally, or some combination thereof as determined by us to be the most beneficial. With the recent rise in prices of natural resources, we believe our presence in Peru makes us well suited to capitalize on mining opportunities and to leverage existing operations and infrastructure in the country. Our primary focus in the mining sector is on the acquisition and operation of gold claims, but claims to operate mines containing other valuable natural resources are also being examined. However; even with our contacts in Peru, the lack of capital has continue to hamper our ability to commercialize the relationships.
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Introduction to our Business Development Strategy
We have determined that as part of our growth strategy, we will seek consulting contracts with entities operating in various fields, with a bias towards green and "clean-tech" sectors. Our management has experience in marketing, product launches, business development strategies, and certain other areas specific to the success of growth companies. While gaining consulting clients operating in sectors relating to products and services geared toward environmental responsibility by consumers and commercial clients, we will operate with a view towards identifying acquisition candidates.
We have identified several agents who are well suited to provide consulting to high-growth technology and consumer products companies. We are currently negotiating with several agents possessing technical expertise related to planning, structuring, and capitalizing growth companies in the green and "clean-tech" sectors who will be tasked with creating consulting revenues and assisting the Company with our own planning, structure, and capitalization.
We have identified several entities that fit our criteria. Specifically, these entities are in need of consulting to:
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Build a management team;
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Create a proper corporate and capitalization structure; and/or,
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Engage various third-party service providers with the ability to assist in launching products or services.
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We are focused on adding value to these companies with a view towards acquiring either the entity or its business, maintaining and growing that business, and hiring and utilizing existing management where appropriate. We have begun the design of a website which we believe will help us attract consulting clients and relationships with acquisition targets.
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. We currently do not have any intellectual property we consider proprietary, as we are currently in our development stage.
Employees
As of December 31, 2010, we have one part-time employee, Robertson James Orr, who is also our sole officer and director.
8
Available Information
Our periodic reports filed with the SEC, which include Form 10-K, Form 10-Q, Form 8-K and amendments thereto, may be accessed by the public free of charge from the SEC. Electronic copies of these reports can be accessed at the SEC’s website (
http://www.sec.gov
). Copies of these reports may also be obtained, free of charge, upon written request to: Bollente Companies Inc., Gainey Center II, 8501 North Scottsdale Road, Suite 165, Scottsdale, Arizona 85253, Attn: Corporate Secretary. The public may read or obtain copies of these reports from the SEC at the SEC’s Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549 (1-800-SEC-0330).
We are a development stage company organized in March 2008 and have recently commenced operations, which makes an evaluation of us extremely difficult. At this stage of our business operations, even with our good faith efforts, we may never become profitable or generate any significant amount of revenues, thus potential investors have a high probability of losing their investment.
We were incorporated in March of 2008 as a Nevada corporation. As a result of our start-up operations we have; (i) generated no revenues, (ii) accumulated deficits of $1,414,589 for the period ended December 31, 2010, and (iii) we have incurred losses of $1,414,589 from our inception through the period ended December 31, 2010. We have been focused on organizational and start-up activities and business plan development. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand for our products, the level of our competition and our ability to attract and maintain key management and employees.
Because we conduct operations in Peru, we are subject to foreign currency fluctuations, which may materially affect our financial results.
Our operations in Peru make us subject to foreign currency fluctuations and such fluctuations may materially affect our financial position and results. We report our financial results in U.S. dollars and incur expenses in U.S. dollars, and the Peruvian Nuevo Sol (“PEN”). As the exchange rate of the U.S. dollar and Nuevo Sol fluctuates, we will experience foreign exchange gains and losses, both realized and unrealized, and such gains and losses may be significant. We do not hedge any of our foreign currency denominated balance sheet or operating exposures.
Our auditor’s have substantial doubt about our ability to continue as a going concern. Additionally, our auditor’s report reflects that the ability of the Company to continue as a going concern is dependent upon our ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues.
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Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our auditor’s report reflects that the ability of the Company to continue as a going concern is dependent upon our ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. If we are unable to continue as a going concern, stockholders will lose their investment. We will be required to seek additional capital to fund future growth and expansion. No assurance can be given that such financing will be available or, if available, that it will be on commercially favorable terms. Moreover, favorable financing may be dilutive to investors.
We will require additional financing in order to implement our business plan. In the event we are unable to acquire additional financing, we may not be able to implement our business plan resulting in a loss of revenues and ultimately the loss of your investment.
Due to our very recent start-up nature, we will have to incur the costs of product development, import expenses, advertising, in addition to hiring new employees and commencing additional marketing activities for product sales and distribution. To fully implement our business plan we will require substantial additional funding.
We will need to raise additional funds to expand our operations. We plan to raise additional funds through private placements, registered offerings, debt financing or other sources to maintain and expand our operations. Adequate funds for this purpose on terms favorable to us may not be available, and if available, on terms significantly more adverse to us than are manageable. Without new funding, we may be only partially successful or completely unsuccessful in implementing our business plan, and our stockholders may lose part or all of their investment.
Mr. Orr has no experience in running a public company. The lack of experience in operating a public company could impact our return on investment, if any.
As a result of our reliance on Mr. Orr, and his lack of experience in operating a public company, our investors are at risk in losing their entire investment. Mr. Orr intends to hire personnel in the future, when sufficiently capitalized, who may have the experience required to manage our company; however, such management is not anticipated until the occurrence of future financing. Until such future financing occurs, and until such management is in place, we are reliant upon Mr. Orr to make the appropriate management decisions.
Mr. Orr may become involved with other businesses and there can be no assurance that he will continue to provide services to us. Mr. Orr’s limited time devotion to the Company could have the effect on our operations of preventing us from being a successful business operation, which ultimately could cause a loss of stockholder investment.
As compared to many other public companies, we do not have the depth of managerial or technical personnel. Mr. Orr is currently involved in other businesses, which have not, and are not expected in the future to interfere with Mr. Orr’s ability to work on behalf of our Company. Mr. Orr may in the future be involved with other businesses and there can be no assurance that he will continue to provide services to us. Mr. Orr will devote only a portion of his time to our activities.
10
Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.
Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:
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Deliver to the customer, and obtain a written receipt for, a disclosure document;
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Disclose certain price information about the stock;
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Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
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Send monthly statements to customers with market and price information about the penny stock; and
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In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.
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Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.
FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.
In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
If we fail to remain current on our reporting requirements, we could be removed from the OTC Bulletin Board, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.
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Companies trading on the OTC Bulletin Board, such as us, generally must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. More specifically, FINRA has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period, then we will be ineligible for quotation on the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. As of the date of this filing, we have one late filing reported by FINRA.
Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
We have one individual performing the functions of all officers and directors. Mr. Orr, our president, has developed our internal control procedures and is responsible for monitoring and ensuring compliance with those procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.
None.
We currently maintain an executive office 8501 North Scottsdale Road, Suite 165, Scottsdale, Arizona. Our monthly rent for this office is $1,500.
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As a result of our method of operations and business plan we do not require personnel other than Mr. Orr to conduct our business. In the future we anticipate requiring additional office space and additional personnel; however, it is unknown at this time how much space or how many individuals will be required.
We are not a party to any material legal proceedings.
Market Information
Our common stock is quoted on the Over-the-Counter Bulletin Board (OTCBB) under the symbol “ACBR.” As a result of the name change of the Company we have recently submitted a symbol change request to the Financial Industry Regulatory Authority (FINRA).
We have been eligible to participate in the OTCBB since February 13, 2009 and from that time until the fourth quarter of 2010, our common stock was traded on a very sporadic basis.
The following 2009 table sets forth, for the periods indicated, the high and low bid prices of our common stock as reported by a Quarterly Trade and Quote Summary Report of the OTCBB (adjusted to reflect the 1:50 reverse stock split). These quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.
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2009
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BID PRICES
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High
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Low
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1
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Quarter
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$
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0
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$
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0
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2
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Quarter
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$
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-
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$
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-
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3
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Quarter
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$
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5.00
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$
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0
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4
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$
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18.5
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$
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5.00
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The following 2010 table sets forth, for the periods indicated, the high and low bid prices of our common stock as computed by the Company as a result of not being able to get a Quarterly Trade and Quote Summary Report from the OTCBB because the Company’s market maker dropped the Company.
|
2010
|
||||||
|
BID PRICES
|
||||||
|
High
|
Low
|
|||||
|
1
st
Quarter
|
$
|
29.50
|
$
|
7.75
|
||
|
2
nd
Quarter
|
$
|
12.50
|
$
|
1.25
|
||
|
3
rd
Quarter
|
$
|
4.50
|
$
|
1.50
|
||
|
4
th
Quarter
|
$
|
3.00
|
$
|
0.01
|
||
13
We have submitted a Form 211 to FINRA in order for the Company to be quoted on the OTCBB again. We are currently in the process of answering FINRA comments.
Holders of Common Stock
As of March 23, 2011, we had approximately 47 stockholders of record of the 624,733 shares outstanding. The closing bid stock price on March 24, 2011 was $0.55.
Dividends
The payment of dividends is subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We have not paid or declared any dividends upon our common stock since our inception and, by reason of our present financial status and our contemplated financial requirements, do not anticipate paying any dividends upon our common stock in the foreseeable future.
We have never declared or paid any cash dividends. We currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board’s assessment of:
|
·
|
our financial condition;
|
|
·
|
earnings;
|
|
·
|
need for funds;
|
|
·
|
capital requirements;
|
|
·
|
prior claims of preferred stock to the extent issued and outstanding; and
|
|
·
|
other factors, including any applicable laws.
|
Therefore, there can be no assurance that any dividends on the common stock will ever be paid.
Recent Sales of Unregistered Securities
During the three months ended December 31, 2010, we had no sales of unregistered securities.
Subsequent Sales & Issuances of Unregistered Securities
On February 25, 2011, we issued 3 Units in exchange for Thirty Thousand dollars ($30,000) to an Accredited Investor in a transaction that was not registered under the Act. Each Unit consists of an Eleven Thousand Dollar ($11,000) debenture maturing in fifteen (15) months from the closing of the offering, plus Ten Thousand (10,000) shares of Common Stock of the Company, at a purchase price of Ten Thousand Dollars ($10,000) per Unit.
14
On March 3, 2011, we entered into an agreement with Stoecklein Law Group (“SLG”) to cancel an outstanding bill of $115,768.14 for legal services in exchange for 250,000 shares of unrestricted Common Stock (the “Shares”). SLG is a related party in this transaction by virtue of being a beneficial owner.
We believe that the issuance and sale of the above shares 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 506. The shares were sold directly by us and did not involve a public offering or general solicitation. The recipients of the shares were afforded an opportunity for effective access to files and records of the Company 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 shares, had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investments. 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 shares.
Issuer Purchases of Equity Securities
The Company did not repurchase any of its equity securities during the fourth quarter ended December 31, 2010.
This item is not applicable, as we are considered a smaller reporting company.
OVERVIEW AND OUTLOOK
Bollente Companies, Inc., formerly Alcantara Brands Corporation is a development stage company, engaged in the business of producing and importing resources from Peru, which include wood products and other natural resources.
Since our inception on March 7, 2008 through December 31, 2010, we have not generated any revenues and have incurred a net loss of $1,414,589. We believe that our lack of significant expenses and our ability to commence purchasing and importing products from Peru will generate revenues sufficient to support the limited costs associated with our initial ongoing operations for the next twelve months. There can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from product imports will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors’ report to the financial statements.
We are focusing on developing our business in manufacturing and distributing lumber and other natural resources from Peru to China and US.
15
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.
Results of Operations
Revenues
Since our inception on March 7, 2008 through December 31, 2010, we have not generated any revenues.
Expenses
Operating expenses totaled $999,890 during the year ended December 31, 2010 as compared to $336,637 in the prior year. In the year ended December 31, 2010, our expenses primarily consisted of professional fees of $927,645.
Professional fees increased $871,833 from the year ended December 31, 2009 to the year ended December 31, 2010. The increase was primarily due to an increase in stock based compensation of $515,000 and the issuance of 20,000 warrants valued at $308,176. Additionally, accounting fees increased due to the re-audit of 2008 and a change in auditors resulted in a slightly higher cost for our quarterly reviews and annual audits.
General and administrative fees increased $17,807 from the year ended December 31, 2009 to the year ended December 31, 2010. This increase was primarily attributed to an increase in bad debt expense.
Liquidity and Capital Resources
As of December 31, 2010, we had $48 in cash and did not have any other cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Annual Report. To date, we have financed our operations through the issuance of stock and borrowings.
16
The following table sets forth a summary of our cash flows for the periods indicated:
|
Fiscal Year Ended
December 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Net cash provided by (used in) operating activities
|
$ | (71,387 | ) | $ | (317,192 | ) | ||
|
Net cash provided by (used in) investing activities
|
- | - | ||||||
|
Net cash provided by (used in) financing activities
|
70,447 | 307,647 | ||||||
|
Net increase/(decrease) in Cash
|
(940 | ) | (9,545 | ) | ||||
|
Cash, beginning of year
|
988 | 10,533 | ||||||
|
Cash, end of year
|
$ | 48 | $ | 988 | ||||
Operating activities
Net cash used in operating activities was $71,387 for the year ended December 31, 2010, as compared to $317,192 used in operating activities for the same period in 2009. The decrease in net cash used in operating activities was primarily due to an increase in warrants issued for services and amortization of prepaid stock compensation.
Financing activities
Net cash provided by financing activities for the year ended December 31, 2010 was $70,447, as compared to $307,647 for the same period of 2009. The decrease of net cash provided by financing activities was mainly attributable to a reduction in equity investment from third parties during the period.
We believe that cash flow from operations will meet only a part of our present and near-term cash needs and thus we will require additional cash resources, including the sale of equity or debt securities, to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require additional cash resources due to changed business conditions, implementation of our strategy to expand our sales and marketing initiatives as well as our current research and development programs, increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.
In 2010, we received $16,820 from a stockholder of the Company as part of a draw on a line of credit we have with the stockholder. Pursuant to the line of credit we have a balloon payment of principal and interest due on December 1, 2011 and bears interest at 5% per annum.
17
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.
Recent pronouncements
The Company has evaluated the recent accounting pronouncements through ASU 2011-01 and believes that none of them will have a material effect on the Company’s financial statements.
This item in not applicable as we are currently considered a smaller reporting company.
See Index to Financial Statements and Financial Statement Schedules appearing on page F-1 through F-17 of this Form 10-K.
We have had no disagreements with our independent auditors on accounting or financial disclosures.
18
Evaluation of Disclosure Controls and Procedures
Our Principal Executive Officer and Principal Financial Officer, Robertson James Orr, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on his evaluation, Mr. Orr concluded that our disclosure controls and procedures did not operate effectively as of the end of the period covered by this report in timely alerting him to material information relating to us required to be included in our periodic SEC filings and in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The material weakness relates to the monitoring and review of work performed by our sole in-house accounting employee in the compilation of necessary disclosures for the preparation by our financial consultant of the financial statements, footnotes and financial data included in the report we file or submit under the Exchange Act. Our financial consultant oversees that our financial reporting is prepared and presented in an effective manner by our sole in-house accounting employee. This lack of accounting staff results in a lack of segregation of duties and accounting technical expertise necessary for an effective system of internal control.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control, as is defined in the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.
Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.
Management has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2010.
19
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
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.
None.
The members of our board of directors serve for one year terms and are elected at the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the board of directors. Prior to the resignations of Mr. Carlos Alcantara and Ms. Shanda Alcantara, the Board of Directors appointed Mr. Robertson James Orr to serve as the Registrant’s President, Secretary and Treasurer.
Information as to our current directors and executive officers is as follows:
|
Name
|
Age
|
Title
|
|
Robertson James Orr
|
36
|
President, Secretary, Treasurer, Director
|
Duties, Responsibilities and Experience
Robertson James Orr
– President, Treasurer and Secretary. Mr. Orr attended Arizona State University and graduated with a BA in Business Management. In 1998, Mr. Orr assisted in the founding of bluemedia, Inc., a successful large format digital printing company based in Tempe, Arizona. Mr. Orr lead bluemedia to profitability 9 years ago while overseeing the company's sales department and business development, and since then the company has continued to grow by more than 28% annually. In 2005, Mr. Orr and his Partners in bluemedia started a non-traditional ad agency called Blind Society, which is responsible for the direct to consumer marketing efforts of companies like AT&T, K-Swiss, and Activision. In addition to his entrepreneurial successes, Mr. Orr has been involved with supporting numerous local charitable causes through his work with the Boys & Girls Clubs of Phoenix, St. Joseph the Worker, the MDA and the ADA. He is also on the Board of Directors for the Tempe Chamber of Commerce and is active in the Phoenix 40.
20
Limitation of Liability of Directors
Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director’s liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.
Election of Directors and Officers
Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
Involvement in Certain Legal Proceedings
No Executive Officer or Director of the Company has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him/her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.
No Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.
Audit Committee and Financial Expert
We do not have an Audit Committee. Our directors perform some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. We do not currently have a written audit committee charter or similar document.
We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.
21
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater-than-ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of the date of this filing they were not current in their filings.
Code of Ethics
A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:
|
(1)
|
Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
|
|
(2)
|
Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer;
|
|
(3)
|
Compliance with applicable governmental laws, rules and regulations;
|
|
(4)
|
The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and
|
|
(5)
|
Accountability for adherence to the code.
|
We have not adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.
Our decision to not adopt such a code of ethics results from our having only two officers and directors operating as the management for the Company. We believe that the limited interaction which occurs having such a small management structure for the Company eliminates the current need for such a code, in that violations of such a code would be reported to the party generating the violation.
Corporate Governance
Nominating Committee
We do not have a Nominating Committee or Nominating Committee Charter. Our Board of Directors performs some of the functions associated with a Nominating Committee. We have elected not to have a Nominating Committee in that we are an initial-stages operating company with limited operations and resources.
22
Director Nomination Procedures
Generally, nominees for Directors are identified and suggested by the members of the Board or management using their business networks. The Board has not retained any executive search firms or other third parties to identify or evaluate director candidates in the past and does not intend to in the near future. In selecting a nominee for director, the Board or management considers the following criteria:
|
1.
|
whether the nominee has the personal attributes for successful service on the Board, such as demonstrated character and integrity; experience at a strategy/policy setting level; managerial experience dealing with complex problems; an ability to work effectively with others; and sufficient time to devote to the affairs of the Company;
|
|
2.
|
whether the nominee has been the chief executive officer or senior executive of a public company or a leader of a similar organization, including industry groups, universities or governmental organizations;
|
|
3.
|
whether the nominee, by virtue of particular experience, technical expertise or specialized skills or contacts relevant to the Company’s current or future business, will add specific value as a Board member; and
|
|
4.
|
whether there are any other factors related to the ability and willingness of a new nominee to serve, or an existing Board member to continue his service.
|
The Board or management has not established any specific minimum qualifications that a candidate for director must meet in order to be recommended for Board membership. Rather, the Board or management will evaluate the mix of skills and experience that the candidate offers, consider how a given candidate meets the Board’s current expectations with respect to each such criterion and make a determination regarding whether a candidate should be recommended to the stockholders for election as a Director. During 2010, the Company received no recommendation for Directors from its stockholders.
The Company will consider for inclusion in its nominations of new Board of Directors nominees proposed by stockholders who have held at least 1% of the outstanding voting securities of the Company for at least one year. Board candidates referred by such stockholders will be considered on the same basis as Board candidates referred from other sources. Any stockholder who wishes to recommend for the Company’s consideration a prospective nominee to serve on the Board of Directors may do so by giving the candidate’s name and qualifications in writing to the Company’s Secretary at the following address: Gainey Center II, 8501 North Scottsdale Road, Suite 165, Scottsdale, Arizona 85253.
Summary Compensation
Our executive officer has not received any compensation, including plan or non-plan compensation, nor have our executive officers earned any compensation as of the date of this filing.
23
On March 3, 2010, we entered into an employment agreement with our President, Carlos Alcantara, which was subsequently terminated in April 2010 as a result of a decision made by the Board that it would be of more benefit to the Company for the executive officers to continue to provide services without compensation until such time as we have earnings from our revenue. Also, On May 12, 2010, Mr. Carlos Alcantara gave the Registrant notice of his resignation from his position as a member of the Board of Directors, President and as Chief Executive Officer of the Registrant, which resignation was accepted by the Registrant on May 12, 2010.
Future Compensation
Our executive officer has agreed to provide services to us without compensation until such time as we have earnings from our revenue.
Board Committees
We currently do not have any committees of the board of directors.
The following table sets forth information, to the best of our knowledge, about the beneficial ownership of our common stock on April 13, 2011 relating to the beneficial ownership of our common stock by those persons known to beneficially own more than 5% of our capital stock and by our directors and executive officers. The percentage of beneficial ownership for the following table is based on 624,733 shares of common stock outstanding.
Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days after April 13, 2011 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock.
|
Title of Class
|
Name of Beneficial Owner
(1)
|
Number
Of Shares
|
Percent
Beneficially
Owned
(2)
|
|
Common
|
Robertson James Orr – Sole Officer and Director
|
10,000
|
1.6%
|
|
Common
|
Daniel Van Ness
(3)
|
50,000
|
8.0%
|
|
Common
|
Stoecklein Law Group
(4)
|
270,000
|
43.2%
|
|
Common
|
All Directors, Officers and Principal Stockholders as a Group
|
330,000
|
52.8%
|
|
(1)
|
As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to Common Stock (i.e., the power to dispose of, or to direct the disposition of, a security).
|
|
(2)
|
Rounded to the nearest whole percentage.
|
|
(3)
|
Daniel Van Ness is a natural person directly holding 100% voting power over the shares. Mr. Van Ness’s address is located at 1140 Lilac Charm Ave, Las Vegas, NV 89183.
|
|
(4)
|
Stoecklein Law Group is owned 100% by Donald J. Stoecklein, also securities counsel for the Company. The address is located at 402 W Broadway, Suite 690, San Diego, CA 92101.
|
24
As of December 31, 2010 and 2009, the Company had accounts payable totaling $343 and $343, respectively, due to an entity that is owned and controlled by a former officer, director and shareholder of the Company.
During the years ended December 31, 2010 and 2009, the Company had product development expenses totaling $39,576 and $265,963, respectively, which were to entities that are owned and controlled by a former officer, director and shareholder of the Company.
On March 3, 2011, the Company entered into an agreement with Stoecklein Law Group (“SLG”) to cancel an outstanding bill of $115,768.14 for legal services in exchange for 250,000 shares of unrestricted Common Stock (the “Shares”). SLG is a related party in this transaction by virtue of being a beneficial owner.
(1) AUDIT FEES
In May 2009, the Company engaged Moore & Associates, Chartered to serve as the Company’s independent registered public accountants. The aggregate fees billed for professional services rendered by Moore & Associates, Chartered for the review of the financial statements included in our Form 10-Q for the period ended March 31, 2009 was $1,000.
In August 2009, the Company engaged Seale and Beers, CPAs to serve as the Company’s independent registered public accountants. The aggregate fees billed for professional services rendered by Seale and Beers, CPAs for the review of the financial statements included in our Form 10-Q for the period ended June 30, 2009 was $1,000.
In October 2009, the Company engaged De Joya Griffith & Company, LLC to serve as the Company’s independent registered public accountants. The aggregate fees billed for professional services rendered by De Joya Griffith & Company, LLC for the review of the financial statements included in our Form 10-Q for the period ended September 30, 2009 was $1,500 and for the audit of our annual financial statements for the fiscal year 2009 was $2,000. The aggregate fees billed for professional services rendered by De Joya Griffith & Company, LLC, for the audit of our annual financial statements and review of the financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for fiscal year 2010 was $9,500.
(2) AUDIT-RELATED FEES
None.
25
(3) TAX FEES
None.
(4) ALL OTHER FEES
None.
(5) AUDIT COMMITTEE POLICIES AND PROCEDURES
We do not have an audit committee.
(6) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.
Not applicable.
(a)
|
1.
|
The financial statements listed in the "Index to Financial Statements" on page 28 are filed as part of this report.
|
|
2.
|
Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
|
|
3.
|
Exhibits included or incorporated herein: See index to Exhibits.
|
(b) Exhibits
|
Incorporated by reference
|
||||||
|
Exhibit
Number
|
Exhibit Description
|
Filed
herewith
|
Form
|
Period
ending
|
Exhibit
|
Filing date
|
|
2.1
|
Acquisition Agreement and Plan of Merger – dated March 3, 2011
|
8-K
|
2.1
|
3/10/11
|
||
|
3(i)(a)
|
Articles of Incorporation of Bollente Companies, Inc. (Formerly Alcantara Brands Corporation)
|
SB-2
|
3(i)(a)
|
3/19/08
|
||
|
3(ii)(a)
|
Bylaws of Bollente Companies, Inc. (Formerly Alcantara Brands Corporation)
|
SB-2
|
3(ii)(a)
|
3/19/08
|
||
|
10.1
|
Debt Conversion Agreement – Dated March 3, 2011
|
8-K
|
10.1
|
3/10/11
|
||
|
31
|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act
|
X
|
||||
|
32
|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act
|
X
|
||||
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By:
/S/ Robertson James Orr
Robertson James Orr, President
Date: April 15, 2011
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
|
/S/ Robertson James Orr
|
Chairman of the Board of Directors,
|
April 15, 2011
|
|
Robertson James Orr
|
Chief Executive Officer (Principal Executive Officer)
|
|
|
and Principal Financial Officer
|
||
27
BOLLENTE COMPANIES INC.
INDEX TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009
|
PAGES
|
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-1
|
|
BALANCE SHEETS
|
F-2
|
|
STATEMENTS OF OPERATIONS
|
F-3
|
|
STATEMENT OF STOCKHOLDERS' (DEFICIT)
|
F-4 – F-6
|
|
STATEMENTS OF CASH FLOWS
|
F-7
|
|
NOTES TO FINANCIAL STATEMENTS
|
F-8 – F-17
|
F-i
De Joya Griffith & Company, LLC
CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Bollente Companies, Inc. and Subsidiary
(Formerly Alcantara Brands Corporation)
We have audited the accompanying consolidated balance sheets of Bollente Companies, Inc. and Subsidiary (Formerly Alcantara Brands Corporation (A Development Stage Company)) as of December 31, 2010 and 2009 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years then ended and from inception (March 7, 2008) through December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bollente Companies, Inc. and Subsidiary (Formerly Alcantara Brands Corporation (A Development Stage Company)) as of December 31, 2010 and 2009 and the results of its operations and cash flows for the years then ended and from inception (March 7, 2008) through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ De Joya Griffith & Company, LLC
Henderson, Nevada
April 13, 2011
2580 Anthem Village Dr., Henderson, NV 89052
Telephone (702) 563-1600 • Facsimile (702) 920-8049
F-1
|
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
|
||||||||
|
(A DEVELOPMENT STAGE COMPANY)
|
||||||||
|
|
||||||||
|
December 31,
|
December 31,
|
|||||||
|
2010
|
2009
|
|||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash
|
$ | 48 | $ | 988 | ||||
|
Prepaid expenses
|
- | 3,500 | ||||||
|
Other receivables, net
|
- | 14,000 | ||||||
|
Total current assets
|
48 | 18,488 | ||||||
|
Other assets:
|
||||||||
|
Security deposits
|
- | 1,550 | ||||||
|
Total other assets
|
- | 1,550 | ||||||
|
Total assets
|
$ | 48 | $ | 20,038 | ||||
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
145,426 | 59,149 | ||||||
|
Accounts payable - related party
|
343 | 343 | ||||||
|
Notes payable - related party
|
16,132 | 9,560 | ||||||
|
Accrued interest payable - related party
|
598 | - | ||||||
|
Line of Credit - related party
|
16,820 | - | ||||||
|
Total current liabilities
|
179,319 | 69,052 | ||||||
|
Total liabilities
|
179,319 | 69,052 | ||||||
|
Stockholders' deficit:
|
||||||||
|
Preferred stock, $0.001 par value, 10,000,000 shares
|
||||||||
|
authorized, no shares issued and outstanding
|
||||||||
|
as of December 31, 2010 and December 31, 2009
|
- | - | ||||||
|
Common stock, $0.001 par value, 100,000,000 shares
|
||||||||
|
authorized, 374,729 and 296,762 shares issued and outstanding
|
||||||||
|
as of December 31, 2010 and December 31, 2009, respectively
|
375 | 297 | ||||||
|
Additional paid-in capital
|
1,184,943 | 285,290 | ||||||
|
Subscriptions (receivable)
|
- | (500 | ) | |||||
|
Subscriptions payable
|
50,000 | 80,000 | ||||||
|
Deficit accumulated during development stage
|
(1,414,589 | ) | (414,101 | ) | ||||
|
Total stockholders' deficit
|
(179,271 | ) | (49,014 | ) | ||||
|
Total liabilities and stockholders' deficit
|
$ | 48 | $ | 20,038 | ||||
See Accompanying Notes to Financial Statements.
F-2
|
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
|
||||||||||||
|
(A DEVELOPMENT STAGE COMPANY)
|
||||||||||||
|
|
||||||||||||
|
Inception
|
||||||||||||
|
(March 7, 2008)
|
||||||||||||
|
For the years ended
|
to
|
|||||||||||
|
December 31,
|
December 31,
|
|||||||||||
|
2010
|
2009
|
2010
|
||||||||||
|
Revenue
|
$ | - | $ | - | $ | - | ||||||
|
Operating expenses:
|
||||||||||||
|
General and administrative
|
32,669 | 14,862 | 51,849 | |||||||||
|
Product development - related party
|
39,576 | 265,963 | 336,014 | |||||||||
|
Professional fees
|
927,645 | 55,812 | 1,001,128 | |||||||||
|
Total operating expenses
|
999,890 | 336,637 | 1,388,991 | |||||||||
|
Other expenses:
|
||||||||||||
|
Interest expense - related party
|
(598 | ) | - | (598 | ) | |||||||
|
Total other expenses
|
(598 | ) | - | (598 | ) | |||||||
|
Net loss
|
$ | (1,000,488 | ) | $ | (336,637 | ) | $ | (1,414,589 | ) | |||
|
Net loss per common share - basic
|
$ | (2.92 | ) | $ | (1.19 | ) | ||||||
|
Weighted average number of common shares
|
342,664 | 283,071 | ||||||||||
|
outstanding - basic
|
||||||||||||
See Accompanying Notes to Financial Statements.
F-3
|
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
|
||||||||||||||||||||||||||||||||||||
|
(A DEVELOPMENT STAGE COMPANY)
|
||||||||||||||||||||||||||||||||||||
|
STATEMENT OF STOCKHOLDERS' DEFICIT
|
||||||||||||||||||||||||||||||||||||
|
Deficit
|
||||||||||||||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||||||||||||||
|
Additional
|
During
|
Total
|
||||||||||||||||||||||||||||||||||
|
Preferred Shares
|
Common Shares
|
Paid-In
|
Subscriptions
|
Subscriptions
|
Development
|
Stockholders'
|
||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Receivable
|
Payable
|
Stage
|
Deficit
|
||||||||||||||||||||||||||||
|
March 7, 2008
|
||||||||||||||||||||||||||||||||||||
|
Issuance of common stock for cash on organization of the Company
|
- | $ | - | 150,000 | $ | 150 | $ | 7,350 | $ | - | $ | - | $ | - | $ | 7,500 | ||||||||||||||||||||
|
March 14, 2008
|
||||||||||||||||||||||||||||||||||||
|
Issuance of common stock for professional fees
|
- | - | 20,000 | 20 | 9,980 | - | - | - | 10,000 | |||||||||||||||||||||||||||
|
September 30, 2008
|
||||||||||||||||||||||||||||||||||||
|
Issuance of common stock for cash, net offering costs
|
- | - | 110,000 | 110 | 49,890 | (500 | ) | - | - | 49,500 | ||||||||||||||||||||||||||
|
Net loss
|
- | - | - | - | - | - | - | (77,464 | ) | (77,464 | ) | |||||||||||||||||||||||||
|
Balance, December 31, 2008
|
- | $ | - | 280,000 | $ | 280 | $ | 67,220 | $ | (500 | ) | $ | - | $ | (77,464 | ) | $ | (10,464 | ) | |||||||||||||||||
|
March 4, 2009
|
||||||||||||||||||||||||||||||||||||
|
Donated capital
|
- | - | - | - | 1,000 | - | - | - | 1,000 | |||||||||||||||||||||||||||
|
October 27, 2009
|
||||||||||||||||||||||||||||||||||||
|
Issuance of common stock for cash
|
- | - | 16,762 | 17 | 214,515 | - | - | - | 214,532 | |||||||||||||||||||||||||||
|
November 2, 2009
|
||||||||||||||||||||||||||||||||||||
|
Cash received for sale of common stock
|
- | - | - | - | - | - | 50,000 | - | 50,000 | |||||||||||||||||||||||||||
F-4
|
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
|
||||||||||||||||||||||||||||||||||||
|
(A DEVELOPMENT STAGE COMPANY)
|
||||||||||||||||||||||||||||||||||||
|
STATEMENT OF STOCKHOLDERS' DEFICIT –CONTINUED-
|
||||||||||||||||||||||||||||||||||||
|
Deficit
|
||||||||||||||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||||||||||||||
|
Additional
|
During
|
Total
|
||||||||||||||||||||||||||||||||||
|
Preferred Shares
|
Common Shares
|
Paid-In
|
Subscriptions
|
Subscriptions
|
Development
|
Stockholders'
|
||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Receivable
|
Payable
|
Stage
|
Deficit
|
||||||||||||||||||||||||||||
|
December 17, 2009
|
||||||||||||||||||||||||||||||||||||
|
Cash received for sale of common stock
|
- | - | - | - | - | - | 30,000 | - | 30,000 | |||||||||||||||||||||||||||
|
December 31, 2009
|
||||||||||||||||||||||||||||||||||||
|
Expenses paid for by an officer of the Company
|
- | - | - | - | 2,555 | - | - | - | 2,555 | |||||||||||||||||||||||||||
|
Net loss
|
(336,637 | ) | (336,637 | ) | ||||||||||||||||||||||||||||||||
|
Balance, December 31, 2009
|
- | $ | - | 296,762 | $ | 297 | $ | 285,290 | $ | (500 | ) | $ | 80,000 | $ | (414,101 | ) | $ | (49,014 | ) | |||||||||||||||||
|
February 9, 2010
|
||||||||||||||||||||||||||||||||||||
|
Issuance of common stock for services
|
- | - | 10,000 | 10 | 194,990 | - | - | - | 195,000 | |||||||||||||||||||||||||||
|
February 28, 2010
|
||||||||||||||||||||||||||||||||||||
|
Donated capital
|
- | - | - | - | 3,555 | - | - | - | 3,555 | |||||||||||||||||||||||||||
|
March 3, 2010
Issuance of warrants for services
|
- | - | - | - | 308,176 | - | - | - | 308,176 | |||||||||||||||||||||||||||
|
March 22, 2010
|
||||||||||||||||||||||||||||||||||||
|
Issuance of common stock for services
|
- | - | 1,000 | 1 | 14,999 | - | - | - | 15,000 | |||||||||||||||||||||||||||
|
May 5, 2010
|
||||||||||||||||||||||||||||||||||||
|
Issuance of common stock for cash
|
- | - | 11,967 | 12 | 122,988 | 500 | (80,000 | ) | - | 43,500 | ||||||||||||||||||||||||||
F-5
|
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
|
||||||||||||||||||||||||||||||||||||
|
(A DEVELOPMENT STAGE COMPANY)
|
||||||||||||||||||||||||||||||||||||
|
STATEMENT OF STOCKHOLDERS' DEFICIT –CONTINUED-
|
||||||||||||||||||||||||||||||||||||
|
Deficit
|
||||||||||||||||||||||||||||||||||||
|
Accumulated
|
||||||||||||||||||||||||||||||||||||
|
Additional
|
During
|
Total
|
||||||||||||||||||||||||||||||||||
|
Preferred Shares
|
Common Shares
|
Paid-In
|
Subscriptions
|
Subscriptions
|
Development
|
Stockholders'
|
||||||||||||||||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Receivable
|
Payable
|
Stage
|
Deficit
|
||||||||||||||||||||||||||||
|
June 9, 2010
|
||||||||||||||||||||||||||||||||||||
|
Issuance of common stock for services
|
- | - | 35,000 | 35 | 174,965 | - | - | - | 175,000 | |||||||||||||||||||||||||||
|
June 17, 2010
|
||||||||||||||||||||||||||||||||||||
|
Issuance of common stock for services
|
- | - | 20,000 | 20 | 79,980 | - | - | - | 80,000 | |||||||||||||||||||||||||||
|
July 1, 2010
|
||||||||||||||||||||||||||||||||||||
|
Shares issuable for services
|
- | - | - | - | - | - | 25,000 | - | 25,000 | |||||||||||||||||||||||||||
|
October 1, 2010
|
||||||||||||||||||||||||||||||||||||
|
Shares issuable for services
|
- | - | - | - | - | - | 25,000 | - | 25,000 | |||||||||||||||||||||||||||
|
Net loss
|
- | - | - | - | - | - | - | (1,000,488 | ) | (1,000,488 | ) | |||||||||||||||||||||||||
|
Balance, December 31, 2010
|
- | $ | - | 374,729 | $ | 375 | $ | 1,184,943 | $ | - | $ | 50,000 | $ | (1,414,589 | ) | $ | (179,271 | ) | ||||||||||||||||||
See Accompanying Notes to Financial Statements.
F-6
|
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
|
||||||||||||
|
(A DEVELOPMENT STAGE COMPANY)
|
||||||||||||
|
|
||||||||||||
|
Inception
|
||||||||||||
|
(March 7, 2008)
|
||||||||||||
|
For the years ended
|
to
|
|||||||||||
|
December 31,
|
December 31,
|
|||||||||||
|
2010
|
2009
|
2010
|
||||||||||
|
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net loss
|
$ | (1,000,488 | ) | $ | (336,637 | ) | $ | (1,414,589 | ) | |||
|
Adjustments to reconcile net loss
|
||||||||||||
|
to net cash used in operating activities:
|
||||||||||||
|
Shares issued for services
|
465,000 | - | 475,000 | |||||||||
|
Warrants issued for services
|
308,176 | - | 308,176 | |||||||||
|
Write off of inventory deposit
|
21,000 | - | 21,000 | |||||||||
|
Shares payable for services
|
50,000 | - | 50,000 | |||||||||
|
Changes in operating assets and liabilities:
|
||||||||||||
|
Decrease in prepaid expenses
|
(3,500 | ) | (3,500 | ) | (7,000 | ) | ||||||
|
Decrease in other receivables
|
- | (14,000 | ) | (14,000 | ) | |||||||
|
Decrease in security deposits
|
1,550 | (1,550 | ) | - | ||||||||
|
Increase (decrease) in accounts payable
|
86,277 | 23,917 | 131,191 | |||||||||
|
Increase in accounts payable - related party
|
- | 343 | 343 | |||||||||
|
Increase in deferred revenue
|
- | 14,235 | 14,235 | |||||||||
|
Increase in accrued interest payable - related party
|
598 | - | 598 | |||||||||
|
Net cash used in operating activities
|
(71,387 | ) | (317,192 | ) | (435,046 | ) | ||||||
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
|
Payments for due from related party
|
(40,000 | ) | - | (40,000 | ) | |||||||
|
Repayments from due from related party
|
40,000 | - | 40,000 | |||||||||
|
Net cash used in investing activities
|
- | - | - | |||||||||
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Proceeds from notes payable - related party
|
6,572 | 9,560 | 16,132 | |||||||||
|
Proceeds from line of credit - related party
|
16,820 | - | 16,820 | |||||||||
|
Proceeds from sale of common stock, net of offering costs
|
43,500 | 294,532 | 395,032 | |||||||||
|
Donated capital
|
3,555 | 3,555 | 7,110 | |||||||||
|
Net cash provided by financing activities
|
70,447 | 307,647 | 435,094 | |||||||||
|
NET CHANGE IN CASH
|
(940 | ) | (9,545 | ) | 48 | |||||||
|
CASH AT BEGINNING OF YEAR
|
988 | 10,533 | - | |||||||||
|
CASH AT END OF YEAR
|
$ | 48 | $ | 988 | $ | 48 | ||||||
|
SUPPLEMENTAL INFORMATION:
|
||||||||||||
|
Interest paid
|
$ | - | $ | - | $ | - | ||||||
|
Income taxes paid
|
$ | - | $ | - | $ | - | ||||||
|
Non-cash activities:
|
||||||||||||
|
Shares issued for services
|
$ | - | $ | - | $ | 10,000 | ||||||
|
Warrants issued for services
|
$ | 308,176 | $ | - | $ | 308,176 | ||||||
|
Amortization of prepaid stock compensation
|
$ | 465,000 | $ | - | $ | 465,000 | ||||||
See Accompanying Notes to Financial Statements.
F-7
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Organization
The Company was incorporated on March 7, 2008 (Date of Inception) under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc.
The Company has not commenced significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company.
Nature of operations
The Company’s business model is to add to existing business by expanding operations in the green and clean-tech sectors. The Company was involved with the fulfillment of purchase orders for natural resources harvested in Peru, and will continue to explore opportunities in this sector. During the year ended December 31, 2010, the Company started to explore the consumer products industry with a focus on products and services that feature superior cost/benefit to the end user while achieving greater efficiencies with regard to residential and commercial utility usage and operating costs. Management
expects
the Company will realize a material increase in revenues and improved operating margins upon entry into the market
with new, proprietary technologies and services.
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.
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2010 and 2009. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.
Level 1:
The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.
F-8
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair value of financial instruments (continued)
Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.
Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.
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 the 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.
Revenue Recognition
The Company's revenues are anticipated to be derived from multiple sources. Primarily revenues will be earned upon shipment of products.
Advertising Costs
Advertising costs are anticipated to be expensed as incurred; however there were no advertising costs included in general and administrative expenses for the years ended December 31, 2010 and 2009.
Income taxes
The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.
F-9
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Income taxes (continued)
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of December 31, 2010 and 2009, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material affect on the Company.
The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.
The Company classifies tax-related penalties and net interest as income tax expense. As of December 31, 2010 and 2009, no income tax expense has been incurred.
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.
Principles of consolidation
The consolidated financial statements include the accounts of Alcantara Brands, Inc. (Nevada Corporation), and its wholly-owned subsidiary Woodmans Lumber and Millworks Peru (Nevada Corporation). All significant inter-company balances and transactions have been eliminated. Alcantara Brands, Inc. (Nevada Corporation) and Woodmans Lumber and Millworks Peru (Nevada Corporation) will be collectively referred herein to as the “Company”.
Recent pronouncements
The Company has evaluated the recent accounting pronouncements through ASU 2011-01 and believes that none of them will have a material effect on the Company’s financial statements.
F-10
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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 December 31, 2010 of ($1,414,589). 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.
On March 12, 2010, the Company agreed to purchase 5.625 kilos of gold for an unrelated third party in exchange for cash of $40,000 and 866,667 shares of common stock valued at $260,000 based on the fair value of the common stock. As of April 28, 2010, the Company had not completed this transaction and this agreement was terminated, consequently the Company did not issue the shares. During May 2010, the Company returned $40,000 to the unrelated third party.
In March 2010, The Company advanced $40,000 to First Mining Company S.A.C. (“FMC”) in anticipation of the purchase of 5.625 kilos of gold. Since the transaction was not completed during the three months ended March 31, 2010, the $40,000 was recorded as due from related party. During May 2010, the Company received a repayment of $40,000 from FMC. As of December 31, 2010 and 2009, the balance is $0 and $0, respectively.
On March 1, 2010, the Company agreed to sell 107.32 oz of gold to an unrelated third party in exchange for cash of $40,000. Since the transaction was not completed during the three months ended March 31, 2010, the $40,000 was recorded as deferred revenue. As of April 28, 2010, the Company settled with the unrelated third party and agreed to return the $40,000 in cash no later than April 30, 2010. During May 2010, the Company returned $40,000 to the unrelated third party and reduced the amount in deferred revenue by $40,000.
F-11
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
During the year ended December 31, 2009 the Company entered into an agreement to sell Lumber totaling $14,235 to an unrelated third party. The Company was unable to fulfill the order as the lumber inventory was not delivered. As of December 31, 2010 and 2009, the balance of deferred revenue was $14,235 and $14,235, respectively. This deferred revenue was reclassified to accounts payable during the year ended December 31, 2010 as the Company does not believe they will be able to satisfy the order and thus will be required to repay the monies advanced.
During the year ended December 31, 2009 the Company advanced monies for the purchase of inventory to satisfy the sale of inventory described above. The Inventory was not delivered by the vendor and thus the Company was unable to fulfill the sales order. During the second quarter of the year ended December 31, 2010, the Company purchased an additional $7,000 in lumber from another vendor. As of December 31, 2010 the Company has not received the lumber by either vendor. As such the Company wrote off $21,000 in prepaid lumber inventory because the suppliers were unable to complete the orders.
Notes payable consists of the following at:
|
December 31,
2010
|
December 31, 2009
|
|||||||
|
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, as of December 31, 2010, the note payable is in default
|
800 | - | ||||||
|
Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 10% interest, due August 2010, as of December 31, 2010, the note payable is in default
|
1,400 | - | ||||||
|
Note payable to an entity owned and controlled by an officer and director of the Company, unsecured, 0% interest, due upon demand
|
4,372 | - | ||||||
|
Notes Payable – Current
|
$ | 16,132 | $ | 9,560 | ||||
|
December 31,
2010
|
December 31, 2009
|
|||||||
|
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2011
|
$ | 16,820 | - | |||||
|
Line of Credit – Current
|
$ | 16,820 | $ | - | ||||
Interest expense for the years ended December 31, 2010 and 2009 was $598 and $0, respectively.
F-12
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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
On March 7, 2008, the Company issued two officers of the Company and an individual a total of 150,000 shares of its $0.001 par value common stock at a price of $0.05 per share for a total amount raised of $7,500.
On March 14, 2008, the Company issued 20,000 shares of its common stock toward legal fees at a value of $0.50 per share.
On September 5, 2008, the Company issued 110,000 shares of its common stock to various shareholders at a price of $0.50 per share for a total amount raised in cash of $54,500 and subscriptions receivable of $500. The Company had offering costs of $5,000.
On March 4, 2009, the Company received donated capital of $1,000.
On March 23, 2009, the Company received cash of $85,000 from an investor for the purchase of 6,641 shares of common stock. On October 26, 2009, the shares were issued.
On April 8, 2009, the Company received cash of $100,000 from an investor for the purchase of 7,831 shares of common stock. On October 26, 2009, the shares were issued.
On April 9, 2009, the Company received cash of $29,532 from an investor for the purchase of 2,307 shares of common stock. On October 27, 2009, the shares were issued.
On November 2, 2009, the Company received cash of $50,000 from an investor for the purchase of 5,000 shares of common stock. As of December 31, 2009, the shares are unissued and are recorded as subscriptions payable. The shares were subsequently issued on May 5, 2010.
On December 17, 2009, the Company received cash of $30,000 from an investor for the purchase of 2,667 shares of common stock. As of December 31, 2009, the shares are unissued and are recorded as subscriptions payable. The shares were subsequently issued on May 5, 2010.
F-13
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 – STOCKHOLDERS’ EQUITY (CONTINUED)
Common Stock (Continued)
During the year ended December 31, 2009, an officer, director and shareholder of the Company paid for expenses totaling $2,555 on behalf of the Company. The officer does not expect to be repaid for these expenses and have been recorded to additional paid in capital.
On February 5, 2010 and March 9, 2010, the Company received cash totaling $25,000 from an investor for the purchase of 2,500 shares of common stock. On May 5, 2010, the shares were issued.
On February 9, 2010, the Company executed a consulting agreement for an initial period of six months with automatic renewal for six month terms. The shares are valued at $195,000 which is the fair value of the common stock as of the date of the agreement. The compensation for this agreement was 10,000 shares of common stock. On February 18, 2010, the shares were issued. The Company has canceled the agreement and no further compensation is due.
On March 12, 2010, the Company received cash of $18,000 from an investor for the purchase of 1,800 shares of common stock. On May 5, 2010, the shares were issued.
During the three months ended March 31, 2010, an officer, director and shareholder of the Company paid for expenses totaling $3,555 on behalf of the Company. The officer does not expect to be repaid for these expenses and have been recorded to additional paid in capital.
On April 26, 2010, the Company issued 1,000 shares of common stock for consulting services totaling $15,000 to be performed over a period of six months. The shares were valued according to the fair value of the common stock.
During the three months ended June 30, 2010, the Company issued a total of 11,967 shares of common stock for cash received during the year ended December 31, 2009 and the three months ended March 31, 2010. The Company recorded the transaction as a reduction of subscriptions payable of $123,000.
During the three months ended June 30, 2010, the Company received $500 from an investor and reduced the balance of subscriptions receivable.
On June 3, 2010, the Company agreed to issue 15,000 shares of common stock for consulting services totaling $75,000 to be performed over a period of six months. The shares were valued according to the fair value of the common stock. On June 25, 2010, the shares were issued. As part of the agreement, the Company agreed to issue an additional 10,000 shares of common stock valued at $50,000. This has been recorded as a stock payable. See Note 9 “Agreements -Consulting Agreements”
F-14
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Common Stock (Continued)
On June 9, 2010, the Company agreed to issue 20,000 shares of common stock for consulting services totaling $100,000 to be performed over a period of six months. The shares were valued according to the fair value of the common stock. On June 25, 2010, the shares were issued.
On June 9, 2010, the Company agreed to issue 20,000 shares of common stock for consulting services totaling $80,000 to be performed over a period of six months. The shares were valued according to the fair value of the common stock. On June 25, 2010, the shares were issued.
As of December 31, 2010, there have been no other issuances of common stock.
On March 3, 2010, the Company executed a legal services retainer and issued 20,000 warrants with a cashless exercise. The warrants expire on March 2, 2013 and have an exercise price of $15.50. The Company recorded the fair value of these warrants of $308,176 using the Black Scholes model. The Company used the following assumptions: stock price of $0.31, an exercise price of $0.31, expected term of 18 months (using the simplified method), volatility of 449%, and discount rate of 1.34%.
The following is a summary of the status of all of the Company’s stock warrants as of December 31, 2010.
|
Number
Of Warrants
|
Weighted-Average
Exercise Price
|
|||||||
|
Outstanding at January 1, 2010
|
- | $ | 0.00 | |||||
|
Granted
|
20,000 | $ | 15.50 | |||||
|
Exercised
|
- | $ | 0.00 | |||||
|
Cancelled
|
- | $ | 0.00 | |||||
|
Outstanding at December 31, 2010
|
20,000 | $ | 15.50 | |||||
|
Warrants exercisable at December 31, 2010
|
20,000 | $ | 15.50 | |||||
The following tables summarize information about stock warrants outstanding and exercisable at December 31, 2010:
|
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 | 2.17 | $ | 15.50 | |||||||||
| 20,000 | 2.17 | $ | 15.50 | |||||||||||
F-15
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
At December 31, 2010 and 2009, the Company had federal operating loss carryforwards of $581,413 and $404,101, respectively.
Components of net deferred tax assets, including a valuation allowance, are as follows at December 31, 2010 and 2009:
|
2010
|
2009
|
|||||||
|
Deferred tax assets:
|
||||||||
|
Net operating loss carryforward
|
$ | 203,495 | $ | 141,435 | ||||
|
Total deferred tax assets
|
203,495 | 141,435 | ||||||
|
Less: Valuation allowance
|
(203,495 | ) | (141,435 | ) | ||||
|
Net deferred tax assets
|
$ | - | $ | - | ||||
The valuation allowance for deferred tax assets as of December 31, 2010 and 2009 was $203,495 and $141,435, respectively, which will begin to expire 2028. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2010 and 2009 and maintained a full valuation allowance.
Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2010 and 2009:
|
2010
|
2009
|
|||||||
|
Federal statutory rate
|
(35.0 | )% | (35.0 | )% | ||||
|
State taxes, net of federal benefit
|
(0.00 | )% | (0.00 | )% | ||||
|
Change in valuation allowance
|
35.0 | % | 35.0 | % | ||||
|
Effective tax rate
|
0.0 | % | 0.0 | % | ||||
Lease Agreement
On March 1, 2009, the Company executed a three month lease for an executive office located at 3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV and is subject to automatic renewals. The monthly rent for this office is currently $1,550. During the year ended December 31, 2010, the Company wrote off the security deposit due to the cancellation of the lease. As of December 31, 2010 and 2009, the Company had $0 and $1,550, respectively, in refundable security deposits related to this lease.
F-16
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 9 – AGREEMENTS (CONTINUED)
Employment Agreement
On March 3, 2010, the Company executed a five year employment agreement with Carlos Alcantara for the position of CEO, President and Member of the board of directors which would be automatically extended for two additional five year terms. The base salary was $250,000 per year and would be adjusted annually at the discretion of the board of directors or a 3% increase, whichever is greater. Upon execution of this agreement, Mr. Alcantara would receive a signing bonus of $50,000 and 20,000 shares of common stock. Mr. Alcantara would be eligible for employee incentive plan which would be based on gross sales and acquisitions. The Company also granted 20,000 stock options with an exercise price of 15.50 per share which would expire on March 2, 2015. The options would vest 1,000 options at the start of employment, and 2,000 options on each of the five anniversary dates of this agreement. In April 2010, the Company and Mr. Alcantara terminated the agreement and both parties agreed to a full release and settlement. Mr. Alcantara has waived his rights to all compensation related to this agreement and will not receive cash, common stock or stock options as part of this employment agreement.
Investment Banking Agreement
On March 22, 2010, the Company executed an investment banking agreement with an unrelated third party to assist the Company with obtaining equity financing. The Company agreed to issue 1,000 shares of common stock upon execution of the agreement. Additionally, the Company agreed to a fee payable in cash totaling 10% of the equity financing and warrants in the amount of 10% of the number of shares of common sold of the equity financing. The agreement expired on September 22, 2010. On April 26, 2010, the shares were issued. The Company recorded $15,000 in consulting fees expense during the year ended December 31, 2010.
Consulting Agreements
On June 3, 2010, the Company executed a consulting and financial advisory agreement with an entity to assist the Company with financial and management consulting services. The Company agreed to issue 15,000 shares of common stock upon execution of the agreement valued at $75,000 based on the fair value of the common stock. Additionally, the Company agreed to a fixed quarterly fee of 5,000 shares of common stock which will be due on July 1, 2010 and October 1, 2010. The value of the 10,000 shares of common stock related to the two fixed quarterly fees totaled $50,000. The agreement expired on December 2, 2010. On June 25, 2010, the Company issued 15,000 shares. The Company recorded $125,000 in consulting fees expense during the year ended December 31, 2010. As of December 31, 2010, the Company has $50,000 in subscriptions payable for 10,000 shares owed to the entity. As of the date of this filing, the shares have not been issued.
F-17
BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Consulting Agreements (Continued)
On June 9, 2010, the Company executed a consulting agreement with a related party to assist the Company with business consulting services. The Company agreed to issue 20,000 shares of common stock upon execution of the agreement. The agreement expired on December 8, 2010. On June 25, 2010, the Company issued 20,000 shares. The Company recorded $100,000 in consulting fees expense during the year ended December 31, 2010.
On June 17, 2010, the Company executed a consulting agreement with an entity to assist the Company with business consulting services. The Company agreed to issue 20,000 shares of common stock upon execution of the agreement. The agreement expired on December 16, 2010. On June 25, 2010, the Company issued 20,000 shares. The Company recorded $80,000 in consulting fees expense during the year December 31, 2010.
During the years ended December 31, 2010 and 2009, the Company had product development expenses totaling $39,576 and $265,963, respectively, which were to entities that are owned and controlled by a former officer, director and shareholder of the Company.
On March 7, 2011, the Company entered into a reverse triangular merger by and among Woodmans Lumber and Millworks Peru (“Woodmans”), a Nevada corporation and wholly owned subsidiary of the Registrant, and Bollente, Inc., a Nevada corporation, Woodman’s and Bollente being the constituent entities in the merger, whereby the Company intends to issue 4,707,727 shares of its 144 restricted common stock in exchange for 100% of Bollente’s outstanding membership interest. Pursuant to the terms of the merger, Woodman’s will be merged with Bollente wherein Woodmans shall cease to exist and Bollente will become a wholly owned subsidiary of the Company. Subject to the terms and conditions set forth in the Merger Agreement, the Merger is anticipated to become effective on or before April 15, 2011. The Merger with Bollente, upon closing, will provide the Company with the ownership of 100% of Bollente.
On February 25, 2011, the Company issued 3 Units in exchange for $30,000 to an investor. Each Unit consists of an $11,000 debenture maturing in fifteen months from the closing of the offering, plus 10,000 shares of common stock of the Company, at a purchase price of $10,000 per Unit.
On March 3, 2011, the Company entered into an agreement with Stoecklein Law Group (“SLG”) to cancel an outstanding bill of $115,768.14 for legal services in exchange for 250,000 shares common stock. SLG is a related party in this transaction by virtue of being a beneficial owner.
F-18
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsPart IIItem 5. Market For Common Equity and Related Stockholder Matters and Small Business Issuer Purchase Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A (t). Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndepndenceItem 14. Principal Accounting Fees and ServicesItem 15. Exhibits, Financial Statement SchedulesNote 1 Summary Of Significant Accounting PoliciesNote 1 Summary Of Significant Accounting Policies (continued)Note 2 Going ConcernNote 3 Due From Related PartyNote 4 Deferred RevenueNote 4 Deferred Revenue (continued)Note 5 Notes Payable Related PartyNote 6 Stockholders EquityNote 6 Stockholders Equity (continued)Note 7 WarrantsNote 8 Income TaxesNote 9 AgreementsNote 9 Agreements (continued)Note 10 Related Party TransactionsNote 11 Subsequent Events