TRUTANKLESS, INC.
10-Ks and 10-Qs
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, 2014
¨
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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8800 N. Gainey Dr., Suite 270
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Scottsdale, Arizona
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85258
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(Address of principal executive offices)
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(Zip Code)
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(480) 275-7572
(Registrant’s telephone number, including area code)
Copies of Communication to:
Stoecklein Law Group, LLP
Columbia Center
401 West A Street
Suite 1150
San Diego, CA 92101
(619) 704-1310
Fax (619) 704-0556
Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
x
No
¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes
¨
No
x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.
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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
x
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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 7, 2014, was 16,133,301 shares.
1
BOLLENTE COMPANIES INC.
QUARTERLY PERIOD ENDED SEPTEMBER 30, 2014
Index to Report on Form 10-Q
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Page No.
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PART I - FINANCIAL INFORMATION
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Item 1.
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Financial Statements
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1
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Item 2.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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10
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Item 3.
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Quantitative and Qualitative Disclosures About Market Risk
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16
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Item 4.
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Controls and Procedures
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16
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PART II - OTHER INFORMATION
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Item 1.
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Legal Proceedings
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17
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Item1A.
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Risk Factors
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17
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Item 2.
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Unregistered Sales of Equity Securities and Use of Proceeds
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17
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Item 3.
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Defaults Upon Senior Securities
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18
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Item 4.
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Mine Safety Disclosures
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18
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Item 5.
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Other Information
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18
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Item 6.
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Exhibits
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18
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Signature
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18
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2
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BOLLENTE COMPANIES, INC.
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(unaudited)
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September 30,
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December 31,
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|||||||
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2014
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2013
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ASSETS
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Current assets:
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Cash
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$ | 22,613 | $ | 4,329 | ||||
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Accounts receivable
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96,598 | - | ||||||
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Inventory
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205,611 | - | ||||||
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Prepaid expenses
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37,389 | 24,761 | ||||||
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Prepaid stock compensation
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339,672 | 1,228,201 | ||||||
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Total current assets
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701,883 | 1,257,291 | ||||||
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Fixed assets, net
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9,772 | - | ||||||
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Other assets:
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Security deposits
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1,500 | 1,500 | ||||||
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Trademarks
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825 | 550 | ||||||
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Prepaid stock compensation - long term portion
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41,667 | - | ||||||
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Website
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45,576 | 58,598 | ||||||
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Total other assets
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89,568 | 60,648 | ||||||
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Total assets
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$ | 801,223 | $ | 1,317,939 | ||||
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current liabilities:
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Accounts payable
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$ | 463,444 | $ | 76,769 | ||||
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Credit cards
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3,392 | - | ||||||
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Customer deposits
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600 | - | ||||||
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Accrued salaries - related party
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13,065 | 10,869 | ||||||
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Accrued payroll taxes
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13,050 | 11,891 | ||||||
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Convertible note payable
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239,000 | - | ||||||
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Notes payable - related party
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450 | 500,450 | ||||||
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Accrued interest payable
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4,471 | - | ||||||
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Accrued interest payable - related party
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- | 1,599 | ||||||
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Line of credit - related party
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- | 49,051 | ||||||
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Notes payable, net of unamortized debt discount of $0
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- | 30,250 | ||||||
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Total current liabilities
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735,742 | 680,879 | ||||||
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Total liabilities
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737,472 | 680,879 | ||||||
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Stockholders' equity:
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Preferred stock, $0.001 par value, 10,000,000 shares
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authorized, no shares issued and outstanding
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as of September 30, 2014 and December 31, 2013, respectively
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- | - | ||||||
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Common stock, $0.001 par value, 100,000,000 shares
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authorized, 15,458,301 and 10,242,460 shares issued and outstanding
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as of September 30, 2014 and December 31, 2013, respectively
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15,459 | 10,243 | ||||||
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Additional paid-in capital
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12,250,829 | 7,010,353 | ||||||
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Subscriptions receivable
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(40,000 | ) | - | |||||
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Subscriptions payable
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35,000 | 94,850 | ||||||
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Accumulated deficit
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(12,197,537 | ) | (6,478,386 | ) | ||||
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Total stockholders' equity
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68,751 | 637,060 | ||||||
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Total liabilities and stockholders' equity
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$ | 801,223 | $ | 1,317,939 | ||||
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See accompanying notes to consolidated financial statements.
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3
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BOLLENTE COMPANIES, INC.
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(unaudited)
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For the three months ended
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For the nine months ended
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|||||||||||||||
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September 30,
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September 30,
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2014
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2013
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2014
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2013
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Revenue
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$ | 118,923 | $ | - | $ | 194,430 | $ | - | ||||||||
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Cost of goods sold
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(206,843 | ) | - | (392,456 | ) | - | ||||||||||
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Gross profit
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(87,920 | ) | - | (198,026 | ) | - | ||||||||||
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Operating expenses:
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General and administrative
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425,177 | 11,506 | 1,178,983 | 33,520 | ||||||||||||
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Executive compensation
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48,160 | 28,181 | 165,160 | 79,202 | ||||||||||||
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Research and development
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44,996 | 16,320 | 694,884 | 157,181 | ||||||||||||
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Professional fees
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530,980 | 684,500 | 2,643,526 | 1,399,596 | ||||||||||||
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Total operating expenses
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1,049,313 | 740,507 | 4,682,553 | 1,669,499 | ||||||||||||
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Other income(expenses):
Other income
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- | - | 182 | - | ||||||||||||
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Interest expense - related party
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(1 | ) | (11,638 | ) | (9,080 | ) | (32,611 | ) | ||||||||
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Interest expense
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(4,474 | ) | (72 | ) | (4,674 | ) | (258 | ) | ||||||||
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Loss on debt conversion
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- | - | (825,000 | ) | - | |||||||||||
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Total other expenses
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(4,475 | ) | (11,710 | ) | (838,572 | ) | (32,869 | ) | ||||||||
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Net loss
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$ | (1,141,708 | ) | $ | (752,217 | ) | $ | (5,719,151 | ) | $ | (1,702,368 | ) | ||||
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Net loss per common share - basic
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$ | (0.08 | ) | $ | (0.08 | ) | $ | (0.42 | ) | $ | (0.20 | ) | ||||
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Weighted average number of common shares oustanding - basic
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14,365,176 | 8,907,080 | 13,584,981 | 8,406,764 | ||||||||||||
See accompanying notes to consolidated financial statements.
4
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BOLLENTE COMPANIES, INC.
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(unaudited)
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For the nine months ended
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September 30,
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2014
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2013
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net loss
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$ | (5,719,151 | ) | $ | (1,702,368 | ) | ||
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Adjustments to reconcile net loss
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to net cash used in operating activities:
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Shares issued for services
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426,593 | 1,342,829 | ||||||
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Depreciation
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2,278 | - | ||||||
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Shares issued for employment agreement
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420,000 | 66,750 | ||||||
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Shares issued for prepaid stock compensation
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1,741,862 | - | ||||||
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Loss on debt conversion
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825,000 | - | ||||||
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Amortization of website costs
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13,022 | |||||||
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Accrued rent expense - related party line of credit
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21,000 | - | ||||||
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Changes in operating assets and liabilities:
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(Increase) in accounts receivable
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(96,598 | ) | - | |||||
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(Increase) in inventory
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(205,611 | ) | - | |||||
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(Increase) decrease in prepaid expenses
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(12,628 | ) | 17,712 | |||||
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Increase in accounts payable
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386,674 | 26,337 | ||||||
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Increase in credit card
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3,392 | - | ||||||
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Increase in customer deposits
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600 | - | ||||||
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Increase in accrued salaries - related party
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2,196 | 9,000 | ||||||
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Increase in accrued payroll taxes
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1,159 | - | ||||||
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Increase in accrued interest payable
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4,471 | (221 | ) | |||||
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Increase in accrued interest payable - related party
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(1,599 | ) | 10,111 | |||||
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Net cash used in operating activities
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(2,187,340 | ) | (229,850 | ) | ||||
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CASH FLOWS FROM INVESTING ACTIVITIES
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Purchase trademarks
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(275 | ) | - | |||||
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Purchase website costs
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- | (39,810 | ) | |||||
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Purchase of fixed assets
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(12,049 | ) | - | |||||
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Net cash used in investing activities
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(12,324 | ) | (39,810 | ) | ||||
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from convertible notes payable
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239,000 | - | ||||||
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Proceeds from notes payable - related party
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- | 131,500 | ||||||
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Repayments of notes payable - related party
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(225,000 | ) | - | |||||
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Proceeds from line of credit - related party
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(70,051 | ) | 77,700 | |||||
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Repayments for notes payable
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(15,000 | ) | - | |||||
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Proceeds from sale of common stock, net of offering costs
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2,288,999 | 125,000 | ||||||
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Net cash provided by financing activities
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2,217,948 | 334,200 | ||||||
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NET CHANGE IN CASH
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18,284 | 64,540 | ||||||
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CASH AT BEGINNING OF YEAR
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4,329 | 3,872 | ||||||
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CASH AT END OF YEAR
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$ | 22,613 | $ | 68,412 | ||||
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SUPPLEMENTAL INFORMATION:
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Interest paid
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$ | - | $ | - | ||||
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Income taxes paid
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$ | - | $ | - | ||||
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Non-cash investing and financing activities:
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Shares issued to settle notes payable
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$ | 290,250 | $ | - | ||||
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Shares issued for prepaid stock compensation
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$ | 895,000 | $ | 2,176,000 | ||||
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See accompanying notes to consolidated financial statements.
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5
BOLLENTE COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 financial statements be read in conjunction with the financial statements of the Company for the years ended December 31, 2013 and 2012 and notes thereto included in the Company’s 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.
Principles of consolidation
The consolidated financial statements include the accounts of Bollente Companies, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On the date of acquisition, Bollente, Inc. was 2.78% owned and controlled 100% by Robertson J. Orr, a majority shareholder and officer and director of Bollente Companies, Inc. and the acquisition was accounted for by means of a pooling of the entities from the date of inception of Bollente Companies, Inc. on March 7, 2008 because the entities were under common control. On November 21, 2013, the Company formed a wholly owned subsidiary, Nuvola, Inc. All significant inter-company transactions and balances have been eliminated.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.
Cash and cash equivalents
For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.
Website
The Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes.
6
BOLLENTE COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Stock-based compensation
The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.
The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.
Earnings per share
The Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.
Inventory
Inventories are stated at the lower of cost (average cost) or market (net realizable value).
Revenue recognition
The Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer. The Company also records the shipping income when the products are sent to the customer.
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash 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.
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.
7
BOLLENTE COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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.
Reclassifications
Certain reclassifications have been made to the prior quarters’ financial statements to conform to the current quarter presentation. These reclassifications had no effect on previously reported results of operations. The Company reclassified payroll and compensation to its executive from general and administrative expense to executive compensation. The Company also reclassified interest payable – related party to interest payable, as the loan holder is no longer considered a related party.
Recent pronouncements
The Company has evaluated recent accounting pronouncements through September 2014 and believes that none of them will have a material effect on the Company’s 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 has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (March 7, 2008) through the period ended September 30, 2014 of ($12,197,537). In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing.
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
Inventories consists of the following at:
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September 30,
2014
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December 31, 2013
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Raw materials
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$ | 204,141 | $ | - | ||||
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Finished goods
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1,470 | - | ||||||
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Total
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$ | 205,611 | $ | - | ||||
8
BOLLENTE COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Website consists of the following at:
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September 30,
2014
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December 31, 2013
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|||||||
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Website
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$ | 58,598 | $ | 58,598 | ||||
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Less: Accumulated amortization
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(13,022 | ) | - | |||||
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Website, net
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$ | 45,576 | $ | 58,598 | ||||
Amortization expense for the three months ended September 30, 2014 and 2013 was $4,883 and $0, respectively. Amortization expense for the nine months ended September 30, 2014 and 2013 was $13,022 and $0, respectively.
Notes payable consist of the following at:
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September 30,
2014
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December 31, 2013
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|||||||
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Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand
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$ | 450 | $ | 450 | ||||
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Note payable with a shareholder, unsecured, 5% interest, due February 2015
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- | 500,000 | ||||||
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Notes Payable – Current
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$ | 450 | $ | 500,450 | ||||
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September 30,
2014
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December 31, 2013
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|||||||
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Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2014
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$ | - | $ | 49,051 | ||||
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Line of credit – Current
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$ | - | $ | 49,051 | ||||
Interest expense for the three months ended September 30, 2014 and 2013 was $1 and $11,638, respectively. Interest expense for the nine months ended September 30, 2014 and 2013 was $9,080 and $32,611, respectively.
9
BOLLENTE COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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September 30,
2014
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December 31, 2013
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|||||||
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Note payable to an unrelated third party, unsecured, due May 2012, in default as of March 31, 2014
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$ | - | $ | 30,250 | ||||
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Convertible note payable to an unrelated third party, secured, 8% interest, due June 2015
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50,000 | - | ||||||
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Convertible note payable to an unrelated third party, unsecured, 8% interest, due June 2015
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100,000 | - | ||||||
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Convertible note payable to an unrelated third party, unsecured, 8% interest, due June 2015
|
25,000 | - | ||||||
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Convertible note payable to an unrelated third party, unsecured, 8% interest, due June 2015
|
25,000 | - | ||||||
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Convertible note payable to an unrelated third party, unsecured, 8% interest, due June 2015
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25,000 | - | ||||||
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Convertible note payable to an unrelated third party, unsecured, 0.6 % interest, due September 2015
|
14,000 | - | ||||||
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Notes Payable – Current
|
$ | 239,000 | $ | 30,250 | ||||
During April 2014, the Company converted $15,250 of the principal balance into 15,250 shares of common stock.
Interest expense, including the amortization of the debt discount and the amortization of the deferred financing cost for the three months ended September 30, 2014 and 2013 was $4,474 and $72, respectively. Interest expense, including the amortization of the debt discount and the amortization of the deferred financing cost for the nine months ended September 30, 2014 and 2013 was $4,674 and $258, respectively.
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. As of September 30, 2014 there were 15,458,301 common stock shares issued and outstanding.
10
BOLLENTE COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 7 – STOCKHOLDERS’ EQUITY (CONTINUED)
Common stock
Cash:
During the nine months ended September 30, 2014, the Company issued a total of 2,338,999 of common stock for cash received of $2,288,999, of which $50,000 of the funds were received as of December 31, 2013 and recorded as a reduction to stock payable.
During the three months ended March 31, 2014, the Company recorded a stock payable totaling $5,000 for cash received under subscription. The shares were unissued as of September 30, 2014 and are recorded in stock payable.
During the three months ended March 31, 2014, the Company issued 40,000 shares of common stock for funds not yet received. As of September 30, 2014, the funds will not be received and the shares will be returned during the fourth quarter.
Employment Agreement:
During the three months ended June 30, 2014, the Company issued a total of 385,000 shares of common stock owed to employees of the Company as part of their employment agreement totaling $385,000 , based on recent sales in a PPM at $1 and not based on the stock price of the market at the time which ranged from $2.14 up to $4.24. 275,000 shares of common stock as part of an employment agreement totaling $275,000 was recorded as prepaid expense and is being amortized over six months which is the related service period of the agreement. See Note 8 Prepaid Stock Compensation for further detail.
During the three months ended September 30, 2014, the Company issued a total of 5,000 shares of common stock owed to an employee of the Company as part of their employment agreement totaling $5,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price of the market at the time which ranged from $2.53 to $3.71.
During the three months ended September 30, 2014, the Company recorded a stock payable totaling $30,000 for 30,000 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, based on recent sales in a PPM at $1.00 and not based on the stock price of the market at the time which ranged from $2.53 to $3.71. The shares were unissued as of September 30, 2014 and are recorded in stock payable.
Settlement of Debt:
On April 2, 2014, the Company issued 1,100,000 shares of common stock in exchange for a settlement of debt with a related party. The related party is a shareholder of the Company. The principal amount of the debt was $275,000 and the accrued interest was $387. The Company recognized a loss on debt settlement of $825,000.
During the three months ended June 30, 2014, the Company issued 15,250 shares of common stock in exchange for a settlement of debt for $15,250 with a related party. The related party is a shareholder of the Company. The principal amount of the debt was $3,000.
Consulting Service Agreements:
During the nine months ended September 30, 2014, the Company issued 895,000 shares of common stock for consulting services totaling $895,000 to be performed over a period of time. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price of the market at the time which ranged from $2.14 up to $4.24. See Note 8 Prepaid Stock Compensation for further detail.
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BOLLENTE COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
During the six months ended June 30, 2014, the Company issued 426,592 shares of common stock for consulting services totaling $426,592. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price of the market at the time which ranged from $2.14 up to $4.24.
During the first quarter ended March 31, 2014, the Company issued a total of 200,000 shares of common stock as part of three consulting agreements totaling $200,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price of the market at the time which ranged from $2.14 up to $4.24. The value of the shares was recorded as prepaid expense and is being amortized over two years which is the related service period of the respective agreements.
During the quarter ended June 30, 2014, the Company issued a total of 350,000 shares of common stock as part of three consulting agreements totaling $350,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price of the market at the time which ranged from $2.14 up to $4.24. The value of the shares was recorded as prepaid expense and is being amortized over one year which is the related service period of the respective agreements.
During the quarter ended June 30, 2014, the Company issued a total of 275,000 shares of common stock as part of an employment agreement totaling $275,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price of the market at the time which ranged from $2.14 up to $4.24. The value of the shares was recorded as prepaid expense and is being amortized over six months which is the related service period of the agreement.
During the quarter ended June 30, 2014, the Company issued a total of 50,000 shares of common stock as part of a consulting agreement totaling $50,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price of the market at the time which ranged from $2.14 up to $4.24. The value of the shares was recorded as prepaid expense and is being amortized over fifteen months which is the related service period of the agreement.
During the quarter ended June 30, 2014, the Company issued a total of 250,000 shares of common stock as part of a consulting agreement totaling $250,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price of the market at the time which ranged from $2.14 up to $4.24. The value of the shares was recorded as prepaid expense and is being amortized over five and a half months which is the related service period of the agreement.
During the quarter ended September 30, 2014, the Company issued a total of 35,000 shares of common stock as part of three consulting agreements totaling $35,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price of the market at the time which ranged from $2.53 to $3.71. The value of the shares was recorded as prepaid expense and is being amortized over one year which is the related service period of the respective agreements.
During the quarter ended September 30, 2014, the Company issued a total of 10,000 shares of common stock for consulting services totaling $10,000 to be performed from August 2014 to October 2014. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price of the market at the time which ranged from $2.53 to $3.71. Consulting expense for the three months ended September 30, 2014 was $6,667. The remaining $3,333 was recorded as prepaid expense and will be expensed in October 2014 which is the related service period of the agreement.
For the nine months ended September 30, 2014, the Company expensed $1,741,862 as professional fees $275,000 as employment compensation with a remaining prepaid expense amount totaling $381,339 at September 30, 2014.
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BOLLENTE COMPANIES INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Lease agreement
In January 2014, the Company executed a sublease agreement with Perigon Companies, LLC, a related party. The lease term is one year at a rate of $3,500 per month. The Company paid a refundable security deposit of $1,500. Rent expense for the three months ended September 30, 2014 and 2013 was $10,500 and $10,500, respectively. Rent expense for the nine months ended September 30, 2014 and 2013 was $31,500 and $31,500, respectively.
Employment agreement
Effective January 2014, the Company executed a two year employment agreement with the Vice President of Sales. The individual will receive annual compensation of $125,000 per year. The individual will earn a bonus of $40,000 when the Company sells and receives payment for 1,500 tankless hot water systems during the twelve months ended January 31, 2015. The individual will earn a bonus of $40,000 when the Company sells and receives payment for 3,000 tankless hot water systems during the twelve months ended January 31, 2016. The individual is also eligible for a commission equal to 2% of gross sales of tankless hot water systems.
Additionally, there were 5,000 shares due upon execution of the agreement, 5,000 shares due on July 15, 2014, 5,000 shares due on February 1, 2015, and 5,000 shares due on July 1, 2015.
Effective March 1, 2014, the Company executed an employment agreement with the President of the Company. The officer will receive annual compensation of $75,000, due monthly. The officer can choose to receive the compensation in cash or in shares of common stock at $1 per share. Additionally, the Company will issue 60,000 shares of common stock upon execution of the agreement and 30,000 shares of common stock per quarter starting from the three months ended May 31, 2014.
Manufacturer Incentive Agreement
On September 1, 2014 the Company entered into a Manufacturer Incentive Agreement to sell and distribute trutankless systems in single-family homes, townhomes, and condominiums constructed and sold by Meritage Homes Corporation. The Company agrees to provide Meritage Home Corporation certain favorable pricing, supply terms, and incentives based on the volume of products purchased by Meritage’s subcontractors and suppliers.
During October 2014, the Company issued 40,000 shares of common stock for cash received of $35,000, of which $5,000 of the funds were received as of March 31, 2014 and recorded as stock
payable.
During October 2014, the Company sold 20,000 shares of common stock for cash totaling $20,000. As of the date of this filing, the 20,000 shares of common stock have not been issued.
During October 2014, the Company issued 30,000 shares of common stock owed to an employee of the Company as part of their employment agreement totaling $30,000.
During November 2014, the Company issued 135,000 shares of common stock for cash totaling $135,000.
During November 2014, the Company issued 450,000 shares of common stock for services totaling $450,000.
On October 13, 2014, the Company entered into a Consulting and Engineering Agreement where Hotwire Development, LLC will assist in the design for manufacturing, cost reduction, outsourcing, and related product development processes of its trutankless systems. The Company has agreed to pay Hotwire Development, LLC $20,000 per month in exchange for their consulting and advisory services in the area of manufacturing and product design. They have also agreed to issue 100,000 shares of common stock for each executed phase that has been outlined in the agreement.
On October 22, 2014, the Company paid back a note from an unrelated third party totaling $14,000.
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This Quarterly Report on Form 10-Q contains forward-looking statements. These statements include, among other things, statements regarding:
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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. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
References in the following discussion and throughout this Quarterly Report to “we”, “our”, “us”, “BOLC”, “Bollente”, “the Company”, and similar terms refer to Bollente Companies Inc. unless otherwise expressly stated or the context otherwise requires.
AVAILABLE INFORMATION
We file annual, quarterly and other reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC's website at www.sec.gov or on our website at www.bollentecompanies.com. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt to of a written request to us at Bollente Companies, Inc., 8800 N. Gainey Dr., Suite 270, Scottsdale, Arizona 85258.
14
General
Bollente Companies Inc. was incorporated in the state of Nevada on March 7, 2008. The Company is headquartered in Scottsdale, Arizona and currently operates through its wholly-owned subsidiary, Bollente, Inc., a Nevada corporation incorporated on December 3, 2009.
Bollente manufactures and sells a high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products.
On November 21, 2013, we formed Nuvola, Inc. (“Nuvola”), a Nevada corporation, as a wholly owned subsidiary of the Company. Nuvola will serve as the next-generation home automation and intelligence division of the Bollente portfolio and will work in conjunction with other portfolio companies to provide technical integration, innovation and ongoing revenue streams after the sale of the individual product. As a B2B technology solutions service, Nuvola will provide cloud-based technology, diagnostics, lead generation and fulfillment to installers and service providers of smart home products and appliances.
On January 28, 2014, the Board of Directors approved moving forward with plans to spin-off Nuvola, Inc.
Products
We manufacture and distribute trutankless® water heaters, a line of new, high-quality, highly efficient electric tankless water heaters. Our trutankless® water heaters are engineered to outperform and outlast both its tank and tankless predecessors in energy efficiency, output, and durability. It provides endless hot water on demand for a whole household and it also integrates with home automation systems. We have 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 trutankless® water heaters are 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 trutankless® 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 requires more routine maintenance. Our product line is designed to last longer than tank water heaters without any routine maintenance required under most conditions.
We created a custom heat exchanger for our trutankless® product line that utilizes our patent pending Velix technology to heat water as it flows through the system, which means you’ll never have to worry about running out of hot water again. Velix technology combines the best materials available and a collection of exclusive features to maximize capacity, minimize energy use, and provide a truly maintenance free experience.
Our trutankless® water heaters were officially launched in the first quarter of 2014 and is sold throughout the wholesale plumbing distribution channel. We recently began generating revenue in the first quarter ended March 31, 2014 of $18,026, in the second quarter ended June 30, 2014 of $57,481 and in the third quarter ended September 30, 2014 of $118,923.
15
In July of 2014, we launched MYtankless, a customizable online control panel for our trutankless® line of smart electric water heaters. From the dashboard, residential and commercial users can obtain real-time status reports, adjust unit temperature settings, view up to three years of water usage data, and change notification settings from anywhere in the world, using a computer or web-enabled smart device at
www.mytankless.com
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Additionally, service professionals can also use the dashboard to monitor system status on every unit they install, allowing them to proactively contact their customers if a service or warranty appointment is needed.
Our primary markets, Florida, Texas, Arizona, and the rest of the Sunbelt region are centers of growth in the U.S. construction industry with green building at an all-time high, and an unprecedented appliance replacement cycle. We intend to take advantage of these powerful macro-economic trends.
Industry Recognition and Awards
Bollente’s trutankless® received the Best of IBS 2014 Award for Best Home Technology Product from the National Association of Home Builders (NAHB) at this year’s International Builders Show (IBS) in Las Vegas. The IBS is produced by NAHB and is the largest annual light construction show in the world - featuring more than 1,100 exhibitors and attracting 75,000 attendees including high level decision makers from some of the largest home builders in the world as well as plumbing and HVAC professionals from top outfits in major markets.
Bollente trutankless® accepted the Governor's Award of Merit for Energy and Technology Innovation for the trutankless line of electric tankless heaters at Arizona Forward's 2014 Environmental Excellence Awards.
Bollente trutankless® received Kitchen and Bath Business Magazine’s 2014 K*BB Product Innovator’s Award Judges Choice Product.
RESULTS OF OPERATIONS
Results of Operations for the Three Months Ended September 30, 2014 and September 30, 2013
Revenues
In the three months ended September 30, 2014 we generated $118,923 in revenues, as compared to $0 revenues in the prior year. Cost of goods sold was $206,843, as compared to $0 in the prior year.
Expenses
Operating expenses totaled $1,049,313 during the three months ended September 30, 2014 as compared to $740,507 in the prior year. In the three month period ended September 30, 2014, our expenses primarily consisted of General and Administrative of $425,177, Executive Compensation of $48,160, Research and Development of $44,996, and Professional fees of $530,980.
General and administrative fees increased $413,671, from the three months ended September 30, 2013 to the three months ended September 30, 2014. This increase was primarily due to an increase in wages and marketing in 2014.
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Executive Compensation increased $19,979 from the three months ended September 30, 2013 to the three months ended September 30, 2014. Executive Compensation increased due to an increase in cash and stock based compensation to the President of the Company.
Research and development increased $28,676 from the the three months ended September 30, 2013 to the three months ended September 30, 2014. This increase is attributed primarily to the Company spending more towards developing its technology.
Professional fees decreased $153,520 from the three months ended September 30, 2013 to the three months ended September 30, 2014. Professional fees decreased due to a decrease in consulting fee associated with business development.
Other Expenses
Interest expense – related party decreased $11,637 to $1 in the three months ended September 30, 2014 from $11,638 for the three months ended September 30, 2013. The decrease was the result of a decrease in notes payable with interest accruals.
Interest expense increased $4,402 to $4,474 in the three months ended September 30, 2014 from $72 for the three months ended September 30, 2013. The increase was the result of a increase in interest accruals from newly acquired note payables.
Net Loss
In the three months ended September 30, 2014, we generated a net loss of $1,141,708, an increase of $389,491 from $752,217 for the three months ended September 30, 2013. This increase was attributable to increased payroll and marketing costs.
Results of Operations for the Nine Months Ended September 30, 2014 and September 30, 2013
Revenues
In the nine months ended September 30, 2014 we generated $194,430 in revenues, as compared to $0 revenues in the prior year. Cost of goods sold was $392,456, as compared to $0 in the prior year.
Expenses
Operating expenses totaled $4,682,553, during the nine months ended September 30, 2014 as compared to $1,669,499 in the prior year. In the nine month period ended September 30, 2014, our expenses primarily consisted of General and Administrative of $1,178,983, Executive Compensation of $165,160, Research and Development of $694,884, and Professional fees of $2,643,526.
General and administrative fees increased $1,145,463, from the nine months ended September 30, 2013 to the nine months ended September 30, 2014. This increase was primarily due to an increase in payroll and marketing costs..
Executive Compensation increased $85,958 from the nine months ended September 30, 2013 to the nine months ended September 30, 2014. Executive Compensation increased due to an increase in cash and stock based compensation to the President of the Company.
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Research and development expenses totaled $694,884 during the nine months ended September 30, 2014 as compared to $157,181 during the nine months ended September 30, 2013. This increase of $537,703 is attributed primarily to the Company spending more towards developing its technology.
Professional fees increased $1,243,930 from the nine months ended September 30, 2013 to the nine months ended September 30, 2014. Professional fees increased due to an increase in consulting fees associated with the development of its technology.
Other Expenses
Interest expense – related party decreased $23,531 to $9,080 in the nine months ended September 30, 2014 from $32,611 for the nine months ended September 30, 2013. The decrease was the result of a decrease in notes payable with interest accruals.
Interest expense increased $4,416 to $4,674 in the nine months ended September 30, 2014 from $258 for the nine months ended September 30, 2013. The increase was the result of an increase in interest accruals from note payables.
Net Loss
In the nine months ended September 30, 2014, we generated a net loss of $5,719,151, an increase of $4,016,783 from $1,702,368 for the nine months ended September 30, 2013. This increase was attributable to increased payroll and marketing costs as well as professional fees from share based consulting contracts.
Going Concern
The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern. The Company may not have a sufficient amount of cash required to pay all of the costs associated with operating and marketing of its products. Management intends to use borrowings and security sales to mitigate the effects of cash flow deficits; however, no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.
Liquidity and Capital Resources
As of September 30, 2014, we had $22,613 in cash, $96,598 in accounts receivable, $205,611 in inventory, $37,389 in prepaid expenses and $339,672 in prepaid stock compensation. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of stock and borrowings.
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The following table sets forth a summary of our cash flows for the nine months ended September 30, 2014 and 2013:
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Nine months ended
September 30,
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2014
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2013
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Net cash used in operating activities
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$ | (2,187,340 | ) | $ | (229,850 | ) | ||
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Net cash used in investing activities
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(12,324 | ) | (39,810 | ) | ||||
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Net cash provided by financing activities
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2,217,948 | 334,200 | ||||||
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Net increase in Cash
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18,284 | 64,540 | ||||||
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Cash, beginning
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4,329 | 3,872 | ||||||
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Cash, ending
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$ | 22,613 | $ | $68,412 | ||||
Operating activities
Net cash used in operating activities was $2,187,340 for the period ended September 30, 2014, as compared to $229,850 used in operating activities for the same period in 2013. The increase in net cash used in operating activities was primarily due to an increase in payroll, marketing, research and development and consulting contract cost.
Investing activities
Net cash used in investing activities was $12,324 for the period ended September 30, 2014, as compared to $39,810 used in investing activities for the same period in 2013. The decrease in net cash used in investing activities was primarily due to the website development in 2013 and no further development in 2014.
Financing activities
Net cash provided by financing activities for the period ended September 30, 2014 was $2,217,948, as compared to $334,200 for the same period of 2013. The increase of net cash provided by financing activities was mainly attributable to more equity financing from the sale of common stock and borrowings.
As of September 30, 2014, we continue to use traditional and/or debt financing to provide the capital we need to run the business.
Since inception, we have financed our cash flow requirements through issuance of common stock and debt financing. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of product sales. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the future we need to generate sufficient revenues from product sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.
We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history makes predictions of future operating results difficult to ascertain. Our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development. Such risks for us include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, obtain a customer base, implement and successfully execute our business and marketing strategy, continually develop our line of products, respond to competitive developments, and attract, retain and motivate qualified personnel. There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.
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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.
This item in not applicable as we are currently considered a smaller reporting company.
Evaluation of disclosure controls and procedures
As required by Rule 13a-15 under the Exchange Act, as of the end of the Company’s last fiscal quarter, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company’s current management, including the Company’s Chief Executive Officer and Principal Financial Officer (Principal Financial and Accounting Officer), who concluded that the Company’s disclosure controls and procedures are not effective.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Principal Financial Officer (Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting
Management reviews the Company’s system of internal control over financial reporting and makes changes to the Company’s processes and systems to improve controls and increase efficiency, while ensuring that the Company maintains an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities and migrating processes.
During the Company’s last fiscal quarter, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
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.
The risk factors listed in our 2013 Form 10-K on pages 10 to 16, filed with the Securities Exchange Commission on April 14, 2014, are hereby incorporated by reference.
Stock Issuances
During the three months ended September 30, 2014, the Company issued a total of
441,000
of common stock for cash received of $441,000, of which $15,000 and $190,000 of the funds were received as of March 31, 2014 and June 30, 2014, respectively, and recorded as stock payable.
During the three months ended September 30, 2014, the Company issued a total of 5,000 shares of common stock owed to an employee of the Company as part of their employment agreement totaling $5,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.
During the three months ended September 30, 2014, the Company recorded a stock payable totaling $30,000 for 30,000 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, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. The shares were unissued as of September 30, 2014 and are recorded in stock payable.
During the three months ended September 30, 2014, the Company issued 35,000 shares of common stock for consulting services totaling $35,000 to be performed over a period of one year. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.
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During the three months ended September 30, 2014, the Company issued 10,000 shares of common stock for consulting services totaling $10,000 to be performed from August 2014 to October 2014. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. Consulting expense for the three months ended September 30, 2014 was $6,667. The remaining $3,333 recorded as prepaid expense and will be expensed in October 2014 which is the related service period of the agreement.
During the three months ended September 30, 2014, the Company issued 175,000 shares of common stock for consulting services totaling $175,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.
During the three months ended September 30, 2014, the Company issued 37,681 shares of common stock for settlement of accounts payable totaling $37,681. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.
Subsequent Sales & Issuances of Unregistered Securities
During October 2014, the Company issued 40,000 shares of common stock for cash received of $35,000, of which $5,000 of the funds were received as of March 31, 2014 and recorded as stock payable.
During October 2014, the Company sold 20,000 shares of common stock for cash totaling $20,000. As of the date of this filing, the 20,000 shares of common stock have not been issued.
During October 2014, the Company issued 30,000 shares of common stock owed to an employee of the Company as part of their employment agreement totaling $30,000.
During November 2014, the Company issued 135,000 shares of common stock for cash totaling $135,000.
During November 2014, the Company issued 450,000 shares of common stock for services totaling $450,000.
We made the above common stock issuance in reliance upon the exemption from registration under Section 4(2) of the Securities Act for private offerings not involving a public distribution.
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, 2014.
None.
Not applicable.
22
I
tem 5. Other Information.
None
.
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Exhibit No.
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Description
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|
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31.1
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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
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32.1
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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
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101.INS*
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XBRL Instance Document
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101.SCH*
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XBRL Taxonomy Extension Schema
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|
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101.CAL*
|
XBRL Taxonomy Extension Calculation Linkbase
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|
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101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase
|
|
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101.LAB*
|
XBRL Taxonomy Extension Label Linkbase
|
|
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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.
23
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BOLLENTE COMPANIES INC.
(Registrant)
By:
/S/ Robertson J. Orr
Robertson J. Orr, President,
Principal Financial Officer and
Principal Executive Officer
Date: November 14, 2014
24
TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsNote 1 Summary Of Significant Accounting PoliciesNote 1 Summary Of Significant Accounting Policies (continued)Note 2 Going ConcernNote 3 InventoryNote 4 WebsiteNote 5 Notes Payable Related PartyNote 6 Notes PayableNote 7 Stockholders EquityNote 7 Stockholders Equity (continued)Note 8 Prepaid Stock CompensationNote 9 AgreementsNote 10 Subsequent EventsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosure About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 6. Exhibits