TKLS 10-Q Quarterly Report Sept. 30, 2011 | Alphaminr
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TKLS 10-Q Quarter ended Sept. 30, 2011

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10-Q 1 bolc10q930.htm FORM 10- Q bolc10q930.htm

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

Form 10-Q

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

For the quarterly period ended September 30, 2011

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

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

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

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

Copies of Communication to:
Stoecklein Law Group
Emerald Plaza
402 West Broadway
Suite 690
San Diego, CA 92101
(619) 704-1310
Fax (619) 704-0556

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No ¨

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

Large accelerated filer ¨
Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x

The number of shares of Common Stock, $0.001 par value, outstanding on November 15, 2011, was 6,197,460 shares.
1
BOLLENTE COMPANIES, INC.
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

Index to Report on Form 10-Q

Page No.
PART I - FINANCIAL INFORMATION
Item 1.
Financial Statements
1
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
14
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
20
Item 4T.
Controls and Procedures
21
PART II - OTHER INFORMATION
Item 1.
Legal Proceedings
21
Item1A.
Risk Factors
21
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
22
Item 3.
Defaults Upon Senior Securities
23
Item 4.
(Removed and Reserved)
Item 5.
Other Information
23
Item 6.
Exhibits
24
Signature
24



2


BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
September 30,
December 31,
2011
2010
(unaudited)
(restated)
ASSETS
Current assets:
Cash
$ 13,567 $ 48
Prepaid expenses
795 -
Prepaid stock compensation
212,500 -
Total current assets
226,862 48
Other assets:
Deferred financing cost, net
3,300 -
Security deposits
1,500 -
Trademarks
550 -
Total other assets
5,350 -
Total assets
$ 232,212 $ 48
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Bank overdraft
- 81
Accounts payable
34,577 145,426
Accounts payable - related party
343 343
Accrued salaries - related party
16,500 -
Accrued payroll taxes
3,888 -
Accrued interest payable - related party
2,091 598
Line of credit - related party
55,270 16,820
Notes payable - related party
12,010 12,510
Note payable, net of unamortized debt discount of $1,500
28,750 -
Total current liabilities
153,429 175,778
Long-term liabilities:
Note payable - related party
500,000 -
Total long-term liabilities
500,000 -
Total liabilities
653,429 175,778
Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of September 30, 2011 and December 31, 2010, respectively
- -
Common stock, $0.001 par value, 100,000,000 shares
authorized, 6,197,460 and 374,729 shares issued and outstanding
as of September 30, 2011 and December 31, 2010, respectively
6,197 375
Additional paid-in capital
1,330,933 1,219,218
Subscriptions payable
87,500 50,000
Deficit accumulated during development stage
(1,845,847 ) (1,445,323 )
Total stockholders' deficit
(421,217 ) (175,730 )
Total liabilities and stockholders' deficit
$ 232,212 $ 48
See accompanying notes to consolidated financial statements.


3



BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Inception
(March 7, 2008)
For the three months ended
For the nine months ended
to
September 30,
September 30,
September 30,
2011
2010
2011
2010
2011
(restated)
(restated)
Revenue
$ - $ - $ - $ - $ -
Operating expenses:
General and administrative
106,908 16,517 173,107 27,960 229,415
Product development - related party
- - - 39,576 336,014
Research and development
23,438 - 30,000 - 30,000
Professional fees
94,012 196,335 145,231 775,507 1,197,359
Total operating expenses
224,358 212,852 348,338 843,043 1,792,788
Other income/(expense):
Interest expense - related         party
(10,550 ) (309 ) (25,604 ) (632 ) (26,477 )
Interest income/(expense)
(1,920 ) 750 (26,582 ) - (26,582 )
Total other income(expense)
(12,470 ) 441 (52,186 ) (632 ) (53,059 )
Net loss
$ (236,828 ) $ (212,411 ) $ (400,524 ) $ (843,675 ) $ (1,845,847 )
Net loss per common share - basic
$ (0.04 ) $ (0.57 ) $ (0.13 ) $ (2.54 )
Weighted average number of common shares outstanding - basic
5,762,243 374,729 3,100,031 331,858

See accompanying notes to consolidated financial statements.


4


BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Inception
(March 7, 2008)
For the nine months ended
To
September 30,
September 30,
2011
2010
2011
CASH FLOWS FROM OPERATING ACTIVITIES
(restated)
Net loss
$ (400,524 ) $ (843,675 ) $ (1,845,847 )
Adjustments to reconcile net loss
to net cash used in operating activities:
Shares issued for services
12,500 15,000 487,500
Shares issued for employment agreement
127,500 - 127,500
Shares issued for prepaid stock compensation
75,000 376,667 75,000
Warrants issued for services
- 308,176 308,176
Write-off of inventory deposit
- - 21,000
Shares payable for services
- - 50,000
Loss on shares issued as settlement of accounts payable
21,781 - 22,056
Amortization of deferred financing cost
3,300 - 3,300
Amortization of debt discount
1,500 - 1,500
Changes in operating assets and liabilities:
(Increase)/decrease in prepaid expenses
(795 ) 3,500 (7,795 )
Decrease in prepaid inventory - related party
- (7,000 ) -
Decrease/(increase) in other receivables
- 14,000 (14,000 )
(Increase)/decrease in security deposits
(1,500 ) 1,550 (1,500 )
Increase (decrease) in accounts payable
(11,693 ) 51,944 119,498
Increase in accounts payable - related party
- - 343
Increase in accrued salaries - related party
16,500 - 16,500
Increase in accrued payroll taxes
3,888 - 3,888
Increase in deferred revenue
- - 14,235
Increase in accrued interest payable - related party
1,493 357 2,091
Net cash used in operating activities
(151,050 ) (79,481 ) (616,555 )
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of trademarks
(550 ) - (550 )
Payments to related party
- (42,322 ) (40,000 )
Repayments of due from related party
- 40,000 40,000
Net cash used in investing activities
(550 ) (2,322 ) (550 )
CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft
(81 ) - -
Proceeds from notes payable - related party
850 25,950 12,610
Repayments of notes payable - related party
(1,350 ) - (1,350 )
Proceeds from line of credit - related party
38,450 - 55,270
Proceeds from note payable
30,000 - 38,500
Repayments for note payable
(2,750 ) - (2,750 )
Proceeds from sale of common stock, net of offering costs
100,000 56,500 521,282
Donated capital
- 3,555 7,110
Net cash provided by financing activities
165,119 86,005 630,672
NET CHANGE IN CASH
13,519 4,202 13,567
CASH AT BEGINNING OF YEAR
48 1,238 -
CASH AT END OF YEAR
$ 13,567 $ 5,440 $ 13,567
SUPPLEMENTAL INFORMATION:
Interest paid
$ - $ - $ -
Income taxes paid
$ - $ - $ -
Non-cash investing and financing activities:
Shares issued as settlement of accounts payable
$ (115,718 ) $ - $ (115,718 )
Shares issued for employment agreement
$ (127,500 ) $ - $ (127,500 )
Shares issued for services
$ - $ 15,000 $ 10,000
Shares issued for prepaid stock compensation
$ (212,500 ) $ - $ (212.500 )
Warrants issued for services
$ - $ 308,176 $ 308,176
Amortization of prepaid stock compensation
$ - $ 376,667 $ 477,500
Deemed distribution to majority shareholder
$ 516,562 $ - $ 516,562
See accompanying notes to consolidated financial statements.

5
BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation
The interim consolidated financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim consolidated financial statements be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2010 and notes thereto included in the Company’s annual report on form 10-K along with the restatement footnote included below and all amendments and the 8-K filed in 2011. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim period are not indicative of annual results.

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

Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and cash equivalents
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. As of September 30, 2011 and December 31, 2010 the company has no cash equivalents.


6
BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-based compensation
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards.  This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

Earnings per share
The Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the period. 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.

Research and development
Research and development costs are expensed in the period incurred.  For the three months ended September 30, 2011 and 2010, the research and development expenses totaled $23,438 and $0, respectively.  For the nine months ended September 30, 2011 and 2010, the research and development expenses totaled $30,000 and $0, respectively.

Recent pronouncements
The Company has evaluated recent accounting pronouncements through ASU 2011-09 and believes that none of them will have a material effect on the Company’s financial position, results of operations, or cash flows.

NOTE 2 – GOING CONCERN

The accompanying consolidated 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 September 30, 2011 of $1,845,847. In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing.


7
BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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.

NOTE 3 – ACQUISITION OF BOLLENTE, INC.

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., (“Bollente”) a Nevada corporation, Woodman’s and Bollente being the constituent entities in the merger. Under this merger agreement, 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 was anticipated to become effective on or before April 15, 2011. The Merger with Bollente, upon closing, would provide the Company with the ownership of 100% of Bollente.  On May 17, 2011, the Company issued 4,707,727 shares of common stock and the merger closed.

On the date of acquisition, Bollente, Inc. was 2.78% owned and 100% controlled by Robertson J. Orr, a majority shareholder, officer, and director of Bollente Companies, Inc. This acquisition was accounted for by means of a pooling of the entities under GAAP because the entities were under common control at the time of the transaction. Accordingly the accompanying consolidated financial statements include the results of Bollente, Inc. from the date of inception of Bollente Companies, Inc. on March 7, 2008.

The consideration for the purchase of Bollente, Inc. was 4,707,727 shares of Bollente Companies, Inc. Robertson J. Orr, a shareholder, officer, and director of Bollente, Inc. is also a shareholder in Bollente Companies, Inc., holding 10,000 shares of the 674,733 shares outstanding at the date of the acquisition.

NOTE 4 – RESTATEMENT

In May 2011, the Company completed its acquisition of Bollente, Inc. The Company recorded the transaction as a pooling of entities and the prior year financial statements were restated as a result of the acquisition.  The prior year consolidated financial statements include Bollente Companies, Inc. and Bollente, Inc.


8
BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 – RESTATEMENT (CONTINUED)

The following is a summary of the impact of these restatements on the Company’s consolidated balance sheet as of December 31, 2010:

As Previously Reported
Adjustments for Pooling with Bollente, Inc.
As Restated
Cash
$ 48 $ - $ 48
Total current assets
48 - 48
Total assets
$ 48 $ - $ 48
Bank overdraft
$ - $ 81 $ 81
Accounts payable
145,426 - 145,426
Accounts payable - related party
343 - 343
Notes payable - related party
16,132 (3,622 ) 12,510
Accrued interest payable - related party
598 - 598
Line of credit - related party
16,820 - 16,820
Total current liabilities
179,319 (3,541 ) 175,778
Total liabilities
179,319 (3,541 ) 175,778
Common stock
375 - 375
Additional paid in capital
1,184,943 34,275 1,219,218
Subscriptions payable
50,000 - 50,000
Deficit accumulated during development stage
(1,414,589 ) (30,734 ) (1,445,323 )
Total stockholders' deficit
(179,271 ) 3,541 (175,730 )
Total liabilities and stockholders' deficit
$ 48 $ - $ 48

The following is a summary of the impact of these restatements on the Company’s consolidated statement of operations for the period from March 7, 2008 (inception) through December 31, 2010:

As Previously Reported
Adjustments for Pooling with Bollente, Inc.
As Restated
Revenue
$ - $ - $ -
General and administrative
51,849 4,459 56,308
Product development - related party
336,014 - 336,014
Professional fees
1,001,128 26,000 1,052,128
* 25,000
Total operating expenses
1,388,991 55,459 1,444,450
Interest expense - related party
(598 ) (275 ) (873 )
Total other expenses
(598 ) (275 ) (873 )
Net loss
$ (1,414,589 ) $ (30,734 ) $ (1,445,323 )

* To increase professional fees by $25,000 to correct clerical error.


9
BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4 – RESTATEMENT (CONTINUED)

The following is a summary of the impact of these restatements on the Company’s consolidated statement of operations for the three months ended September 30, 2010:

As Previously Reported
Adjustments for Pooling with Bollente, Inc.
As Restated
General and administrative
15,622 895 16,517
Professional fees
191,335 5,000 196,335
Total operating expenses
206,957 5,895 212,852
Interest expense - related party
(229 ) (80 ) (309 )
Interest expense
- 750 750
Total other expenses
(207,186 ) (5,225 ) (212,411 )
Net Loss
$ (207,186 ) $ (5,225 ) $ (212,411 )
Net loss per common share - basic
$ (0.55 ) $ (0.57 )
Weighted average number of common
Shares outstanding - basic
374,729 374,729

The following is a summary of the impact of these restatements on the Company’s consolidated statement of operations for the nine months ended September 30, 2010:

As Previously Reported
Adjustments for Pooling with Bollente, Inc.
As Restated
General and administrative
24,444 3,516 27,960
Product development - related party
39,576 - 39,576
Professional fees
766,007 9,500 775,507
Total operating expenses
830,027 13,016 843,043
Interest expense - related party
(357 ) (275 ) (632 )
Interest expense
- - -
Total other expenses
(357 ) (275 ) (632 )
Net loss
$ (836,384 ) $ (13,291 ) $ (843,675 )
Net loss per common share - basic
$ (2.50 ) $ (2.54 )
Weighted average number of common
shares outstanding - basic
331,858 331,858


10
BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 5 – NOTES PAYABLE – RELATED PARTY

Notes payable consist of the following at:

September 30,
2011
December 31, 2010
Note payable to an entity owned and controlled by an 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 an officer and director of the Company, unsecured, 10% interest, due July 2010,  in default as of September 30, 2011
800 800
Note payable to an entity owned and controlled by an officer and director of the Company, unsecured, 10% interest, due August 2010, in default as of September 30, 2011
1,400 1,400
Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand
250 -
Note payable to a shareholder, unsecured, 0% interest, due upon demand
- 750
Notes payable – current
$ 12,010 $ 12,510

September 30,
2011
December 31, 2010
Line-of-credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2011
$ 55,270 $ 16,820
Line-of-credit – current
$ 55,270 $ 16,820

Interest expense for the three months ended September 30, 2011 and 2010 was $439 and $309, respectively.  Interest expense for the nine months ended September 30, 2011 and 2010 was $1,493 and $632, respectively.

NOTE 6 –NOTE PAYABLE

Note payable consists of the following at:

September 30,
2011
December 31, 2010
Note payable to an unrelated third party, unsecured, $3,000 in debt discount, due May 2012
$ 30,250 $ -
Unamortized debt discount
(1,500 ) -
Note Payable
$ 28,750 $ -

Interest expense for the three months ended September 30, 2011 and 2010 was $1,920 and $0, respectively.  Interest expense for the nine months ended September 30, 2011 and 2010 was $4,800 and $0, respectively.


11
BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 7 – LONG TERM NOTE PAYABLE – RELATED PARTY

Long term note payable consists of the following at:

September 30,
2011
December 31, 2010
Note payable with a shareholder, unsecured, 8% interest,  quarterly interest payments of $10,000, principal and unpaid interest due February 2014
$ 500,000 $ -
Note payable – long term
$ 500,000 $ -

On February 24, 2011, the Company recorded a deemed distribution of $516,562 related to the acquisition of in-process research and development from a related party.  The Company received the in-process research and development in exchange for a long-term promissory note of $500,000 and the assumption of existing liabilities of $16,562. The deemed distribution totaling $516,562 was recorded as a reduction of additional paid-in capital.

Interest expense for the three months ended September 30, 2011 and 2010 was $10,111 and $0, respectively.  Interest expense for the nine months ended September 30, 2011 and 2010 was $24,111 and $0, respectively.

NOTE 8 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 10,000,000 shares of its’ $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 splits discussed above.

Common Stock
During the nine months ended September 30, 2011 the Company entered into the following transactions to issue common stock:

On February 17, 2011, the Company agreed to issue 30,000 shares of common stock issued in connection with a promissory note.  The shares were valued according to the fair value of the common stock at $6,600. The value was capitalized as deferred financing cost and will be amortized until date of maturity which is May 2012.  During the quarter ended September 30, 2011, the shares were issued and $6,600 was reduced from stock payable. The shares were valued at the fair market value on February 17, 2011, the agreement date.

On February 24, 2011, the Company recorded a deemed distribution of $500,000 related to the acquisition of in-process research and development from a related party.  The Company received the in-process research and development in exchange for a long term promissory note of $500,000.  In addition, the Company agreed to acquire accounts payable related to the in-process research and development totaling $16,562.  A total of $516,562 was recorded as a reduction of additional paid-in capital.

12
BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 8 – STOCKHOLDERS’ EQUITY (CONTINUED)

On March 23, 2011, the Company issued 250,000 shares of common stock to settle accounts payable totaling $115,718.  The shares were valued according to the fair value of the common stock as of March 7, 2011.  The fair value of the shares exceeded the value of the accounts payable by $21,782; the loss on settlement of accounts payable was included in interest expense in the nine month period ended September 30, 2011.

On May 1, 2011, the Company issued 50,000 shares of common stock to an officer, director, and shareholder of the Company as part of his employment agreement totaling $40,000.  The shares were valued according to the fair value of the common stock as of May 31, 2011.

On May 16, 2011, the Company issued a total of 4,707,727 shares of common stock for the acquisition of Bollente, Inc.

On June 21, 2011, the Company issued a total of 375,000 shares of common stock issued as part of consulting agreements with various entities and individuals totaling $300,000.  The shares were valued according to the fair value of the common stock.  The value of the shares was recorded as prepaid expense and will be amortized over one year which is the related service period of the respective agreements.

On August 31, 2011, the Company recorded a stock payable totaling $87,500 for 50,000 shares of common stock owed to an officer, director, and shareholder of the Company as part of his employment agreement.  The shares were valued according to the fair value of the common stock as of August 31, 2011.

On September 30, 2011, the Company issued 10,000 shares of common stock to a consultant for services rendered.  The fair value of the shares were recorded in the period that the shares were earned which totaled $50,000.  The Company reduced the balance in stock payable by $50,000 when the shares were issued.

During the three months ended September 30, 2011, the Company issued a total of 400,000 shares of common stock for cash of $100,000.

During the nine months ended September 30, 2011, there have been no other issuances of common stock.

The following is a summary of the status of all of the Company’s stock warrants as of September 30, 2011 and changes during the nine months ended on that date:

Number
of Warrants
Weighted-Average
Exercise Price
Outstanding at January 1, 2011
20,000 $ 15.50
Granted
- $ 0.00
Exercised
- $ 0.00
Cancelled
- $ 0.00
Outstanding at September 30, 2011
20,000 $ 15.50
Warrants exercisable at September 30, 2011
20,000 $ 15.50


13
BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 9 – WARRANTS

The following table summarizes information about stock warrants outstanding and exercisable at September 30, 2011:
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
1.42
$ 15.50

NOTE 10 – AGREEMENTS

Lease Agreement
On January 3, 2011, the Company executed a sublease agreement with Perigon Companies, LLC, a related party.  The lease term is month to month at a rate of $1,500 per month.  The Company paid a refundable security deposit of $1,500.  Rent expense for the three months ended September 30, 2011 was $4,500.  Rent expense for the nine months ended September 30, 2011 was $13,500.

Employment Agreement
On March 1, 2011, the Company entered into an employment agreement with the President of the Company.  The officer will receive annual compensation of $42,000 due in monthly installments.  In addition to the annual compensation, the President will receive 200,000 shares to be issued quarterly beginning May 31, 2011. Compensation expense for the three months ended September 30, 2011 was $10,500 and is recorded in general and administrative expenses.  Compensation expense for the nine months ended September 30, 2011 was $24,500 which was included in general and administrative expenses.

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.  The agreement expired on December 2, 2010.  On June 25, 2010, the Company issued 15,000 shares.  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.  As of September 30, 2011, the Company issued 10,000 shares of common stock and reduced the stock payable.

NOTE 11 – RELATED PARTY TRANSACTIONS

As of September 30, 2011, the Company had accounts payable totaling $343 due to an entity that is owned and controlled by a former officer, director and shareholder of the Company.

14

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

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

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

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

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

15

OVERVIEW AND OUTLOOK

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

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

On February 24, 2011, Bollente accepted an assignment of an engineering services contract from Perigon Companies, LLC, a Delaware limited liability company that is also a lender for Bollente.  Perigon started to create an electric tankless water heater and the technology is in research and development.  Perigon is owned and controlled by an individual who is a family member of one of the stockholders of the Company.  Bollente agreed to accept the assignment for a promissory note of $500,000.  The promissory note is due on February 24, 2014 and bears interest at 8% per annum.  There are quarterly interest payments of $10,000 with a balloon payment of the principal balance and any accrued interest at the maturity date.  In the event of default, the interest rate increases to 18% per annum. In addition, the Company agreed to acquire accounts payable related to the in-process research and development totaling $16,562.

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, 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 issued and outstanding common stock. 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 was anticipated to become effective on April 15, 2011.

On April 20, 2011, the Company’s OTC-BB ticker symbol changed from ACBR to BOLC.

On May 16, 2011, we filed Articles of Merger with the Secretary of State, State of Nevada which completed the reverse triangular merger by and among Woodmans, a wholly-owned subsidiary of the Registrant, and Bollente, Inc. Pursuant to the merger agreement Woodmans ceased to exist and Bollente, Inc. became a wholly owned subsidiary of the Registrant.

On June 28, 2011, we entered into eight (8) consulting agreements for various services relating to the Company’s new business model, in exchange for a total of 425,000 shares registered on Form S-8 filed on June 28, 2011.

Bollente, Inc.’s Tankless Electric Water Heaters

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

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

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

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.

The company’s plans are to actively pursue patent and trademark protection for all newly developed products, both domestically and abroad.  The company has novel and proprietary technologies related to its product line and the central focus of the company’s patent counsel has been to work with the company’s engineers to build a defensible patent portfolio.  To date, the company has filed several trademark applications through its outside marketing and branding experts and has acquired several unique domain registrations reflective of its online marketing strategy.  Bollente anticipates obtaining patent and trademark protection on all of its newly developed, proprietary products.  The company also plans to continue protecting its intellectual property through confidentiality agreements with vendors and consultants.

Product Overview

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


17

Operation Plan

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

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

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

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

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

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


18

Results of Operations

Revenues

In this period ended September 30, 2011, we did not generate revenues. Since our inception on March 7, 2088 through September 30, 2011, we did not generate any revenues.

Expenses

Operating expenses totaled $224,358 during the three months ended September 30, 2011 and $348,338 during the nine months ended September 30, 2011 as compared to $212,852 during the three months ended in the prior year and $843,043 in the nine months ended in the prior year. In the three month period ended September 30, 2011, expenses primarily consisted of general and administrative of $106,908, research and development of $23,438 and professional fees of $94,012. In the nine month period ended September 30, 2011, our expenses primarily consisted of general and administrative of $173,107, research and development of $30,000 and professional fees of $145,231.

Research and development expenses increased $23,438 from the three months ended September 30, 2010 to the three months ended September 30, 2011. From the nine months ended September 30, 2010 to the nine months ended September 30, 2011 research and development expenses increased $30,000. The increase of research and development expenses in the three and nine months ended is attributed primarily to development of new products, and will continue to be the Company’s primary focus.

Professional fees decreased $102,323 from the three months ended September 30, 2010 to the three months ended September 30, 2011. From the nine months ended September 30, 2010 to the nine months ended September 30, 2011 professional fees decreased $630,276. The professional fees decreased due to decline in stock based compensation.

General and administrative fees increased $90,391, from the three months ended September 30, 2010 to the three months ended September 30, 2011.  From the nine months ended September 30, 2010 to the nine months ended September 30, 2011 general and administrative fees increased $145,147. This increase was primarily attributed to an increase in compensation due to the President of the Company.

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.


19

Liquidity and Capital Resources

As of September 30, 2011, we had $13,567 in cash and cash equivalents. The following table provides detailed information about our net cash flow for all financial statement periods presented in this quarterly report. To date, we have financed our operations through the issuance of stock and borrowings.

The following table sets forth a summary of our cash flows for the nine months ended September 30, 2011 and 2010:

Nine months Ended
September 30,
2011
2010
Net cash used in operating activities
$ (151,050 ) $ (79,481 )
Net cash used in investing activities
(550 ) (2,322 )
Net cash provided by financing activities
165,119 86,005
Net increase in Cash
13,519 4,202
Cash, beginning
48 1,238
Cash, ending
$ 13,567 $ 5,440

Operating activities

Net cash used in operating activities was $151,050 for the period ended September 30, 2011, as compared to $79,481 used in operating activities for the same period in 2010. The increase in net cash used in operating activities was primarily due to an increase in research and development costs and in general and administrative expenses.

Investing activities

Net cash used in investing activities was $550 for the period ended September 30, 2011, as compared to $2,322 used in investing activities for the same period in 2010. The net cash used in investing activities for the current period was primarily due filings related to trademarks.

Financing activities

Net cash provided by financing activities for the period ended September 30, 2011 was $165,119, as compared to $86,005 for the same period of 2010. The increase of net cash provided by financing activities was mainly attributable to proceeds from borrowing and the sale of unregistered securities through private placements.

As of September 30, 2011, we continue to use traditional and/or debt financing to provide the capital we need to run the business.

Liquidity is a measure of a company’s ability to meet potential cash requirements. We have historically met our capital requirements through the issuance of stock, by borrowings, and through sales-generated revenue.  In the foreseeable future, we anticipate we will be able to provide the necessary liquidity we need by the revenues generated from the sales of our products. However, this is dependent upon the Company being able to generate income from sales as the product is still being developed.


20

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

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

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

Item 3. Quantitative and Qualitative Disclosure About Market Risk

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


21

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer, Robertson J. Orr, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13(a)-15(e) under the Exchange Act) as of the end of the period covered by this Report.  Based on that evaluation and assessment, Mr. Orr  concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are ineffective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

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

PART II--OTHER INFORMATION

Item 1.                       Legal Proceedings.

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

Item 1A. Risk Factors

The risk factors listed in our 2010 Form 10-K on pages 9 to 12, filed with the Securities Exchange Commission on April 15, 2011, are hereby incorporated by reference.

We are subject to significant competition from large, well-funded companies.

The industry we compete in is characterized by intense competition and rapid and significant technological advancements. Many companies are working in a number of areas similar to our primary field of interest to develop new products; some of which may be similar and/or competitive to our products.


22

Most of the companies with which we compete have substantially greater financial, technical, manufacturing, marketing, sales and distribution and other resources than us. If a competitor enters the tankless water heater industry and establishes a greater market share in the direct-selling channel, our business and operating results will be adversely affected.

If we fail to secure or protect our intellectual property rights, our products and competitors may be able to use our designs, each of which could harm our reputation, reduce our revenues and increase our costs.

We will rely on intellectual property laws to protect our proprietary rights with respect to our trademarks and pending patent. We are susceptible to injury from patent infringement, which may harm our reputation for producing high-quality products or force us to incur additional expense in enforcing our rights. It is difficult and expensive to detect and prevent patent infringement. Despite our efforts to protect our intellectual property, some may attempt to violate our intellectual property rights by using our trademarks and imitating our products, which could potentially harm our brand, reputation and financial condition.
We may face significant expenses and liability in connection with the protection of our intellectual property rights. Infringement claims and lawsuits likely would be expensive to resolve and would require substantial management time and resources. Any adverse determination in litigation could subject us to the loss of our rights to a particular trademark, which could prevent us from manufacturing, selling or using certain aspects of our products or could subject us to substantial liability, any of which would harm our results of operations. Aside from infringement claims against us, if we fail to secure or protect our intellectual property rights, our competitors may be able to use our designs. If we are unable to successfully protect our intellectual property rights or resolve any conflicts, our results of operations may be harmed.
We depend upon third-parties for a significant portion of our operations and research and development. The loss of key third-parties, or a decline in third-parties’ production and performance could limit our ability to meet the goals outlined in our business plan.
A significant portion of our operations is dependent upon the performance of our third party engineers, consultants and contractors. We cannot guarantee that any of our third-parties will continue to devote significant resources to our business. Furthermore, we will, from time to time, terminate or adjust some of our relationships with third-parties in order to address changing market conditions and adapt such relationships to our business strategy. Any such termination or adjustment could have a negative impact on our relationships with third-parties and our business and result in decreased production or development.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuances pursuant to Subscription Agreements
On September 29, 2011, the Company approved the issuance of 400,000 shares of restricted common stock to three (3) accredited investors pursuant to subscription agreements, in consideration for a total of One Hundred Thousand dollars ($100,000).

23

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. 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 Registrant that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports . We reasonably believed that the recipient, immediately prior to the sale of the shares, was an accredited investor and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The management of the recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the shares.
Stock Issued as Payment to Third Party
On September 29, 2011 the Company issued 10,000 shares to a consultant pursuant to a Consultant and Advisory Agreement dated June 3, 2010, wherein the consultants were to receive 10,000 shares in quarterly fees.
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. 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 Registrant that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports . We reasonably believed that the recipient, immediately prior to the sale of the shares, was an accredited investor and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The management of the recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the shares.
Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities from the time of our inception on March 7, 2008 through the period ended September 30, 2011.

Item 3.                       Defaults Upon Senior Securities.

None.

I tem 5. Other Information.

None .


24

Item 6. Exhibits.

Exhibit No.
Description
31.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase
101.DEF*
XBRL Taxonomy Extension Definition Linkbase
101.LAB*
XBRL Taxonomy Extension Label Linkbase
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase

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

SIGNATURES

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


BOLLENTE COMPANIES INC.
(Registrant)



By: /S/ Robertson J. Orr
Robertson J. Orr, President

Date: November 16, 2011


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TABLE OF CONTENTS