Trutankless, Inc. - Quarter Report: 2011 June (Form 10-Q)

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See Accompanying Notes to Consolidated Financial Statements.

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Basis of presentation

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

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2010 and notes thereto included in the Company’s 10-K annual report along with the restatement footnote included below and all amendments and the 8-K to be 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 controlled 100% by Robertson J. Orr, a majority shareholder and officer and director of Bollente Companies, Inc. and the acquisition was accounted for by means of a pooling of the entities from the date of inception of Bollente Companies, Inc. on March 7, 2008 because the entities were under common control. All significant inter-company transactions and balances have been eliminated.

Use of estimates

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

Cash and cash equivalents

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

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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.

Recent pronouncements

The Company has evaluated recent accounting pronouncements through ASU 2011-07 and believes that none of them will have a material effect on the Company’s financial statements.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (March 7, 2008) through the period ended June 30, 2011 of ($1,609,019). In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

On March 7, 2011, the Company entered into a reverse triangular merger by and among Woodmans Lumber and Millworks Peru (“Woodmans”), a Nevada corporation and wholly owned subsidiary of the Registrant, and Bollente, Inc., a Nevada corporation, Woodman’s and Bollente being the constituent entities in the merger, whereby the Company intends to issue 4,707,727 shares of its 144 restricted common stock in exchange for 100% of Bollente’s outstanding membership interest. Pursuant to the terms of the merger, Woodman’s will be merged with Bollente wherein Woodmans shall cease to exist and Bollente will become a wholly owned subsidiary of the Company. Subject to the terms and conditions set forth in the Merger Agreement, the Merger is anticipated to become effective on or before April 15, 2011. The Merger with Bollente, upon closing, will provide the Company with the ownership of 100% of Bollente.  On 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 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 under GAAP because the entities were under common control at the time of the transaction. Accordingly the accompanying financial statements include the results of Bollente, Inc. from the date of inception of Bollente Companies, Inc. on March 7, 2008.

On the date of acquisition Bollente, Inc. did not have any material assets and liabilities.

The consideration for the purchase of Bollente, Inc. was 4,707,727 shares of Bollente Companies, Inc. Robertson J. Orr, a shareholder and 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 – BUSINESS COMBINATION

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

NOTE 5 – NOTES PAYABLE – RELATED PARTY

Notes payable consist of the following at:

June 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

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 June 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 June 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

June 30, 2011

December 31, 2010

Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2011

   $           47,270

   $           16,820

Line of credit – Current

   $           47,270

   $           16,820

Interest expense for the three months ended June 30, 2011 and 2010 was $506 and $227, respectively.  Interest expense for the six months ended June 30, 2011 and 2010 was $776 and $323, respectively.

NOTE 6 –NOTES PAYABLE

Notes payable consist of the following at:

June 30, 2011

December 31, 2010

Note payable to an unrelated third party, unsecured, $3,000 in debt discount, due May 2012

   $          33,000 

   $                      -

Unamortized debt discount

                (2,100)

Notes Payable – Long-Term

   $          30,900 

   $                      -

Interest expense for the three months ended June 30, 2011 and 2010 was $1,920 and $0, respectively.  Interest expense for the six months ended June 30, 2011 and 2010 was $2,880 and $0, respectively.

NOTE 7 – LONG TERM NOTES PAYABLE – RELATED PARTY

Notes payable consists of the following at:

June 30, 2011

December 31, 2010

Note payable with a shareholder, unsecured, 8% interest, quarterly payments of interest only, due February 2014

   $         500,000

   $                      -

Original issue discount

                      278

Notes Payable – Long Term

   $         500,278

   $                      -

Interest expense for the three months ended June 30, 2011 and 2010 was $14,000 and $0, respectively.  Interest expense for the six months ended June 30, 2011 and 2010 was $14,000 and $0, 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.

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

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

Common Stock

During the six months ended June 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.  As of June 30, 2011, the shares are unissued and are recorded as stock payable.

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.

On March 23, 2011, the Company issued 250,000 shares of common stock to settle account 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 which was recorded in the statement of operations as interest expense.

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. 

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

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

The following table summarizes information about stock warrants outstanding and exercisable at June 30, 2011:

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 June 30, 2011 was $4,500.  Rent expense for the six months ended June 30, 2011 was $9,000.

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 monthly.  Additionally, the officer will receive 50,000 shares of common stock every quarter thereafter during the term of his employment.  Compensation expense for the three months ended June 30, 2011 was $10,500 and is recorded in general and administrative expenses.  Compensation expense for the six months ended June 30, 2011 was $14,000 which was included in general and administrative expenses.  During the three months ended June 30, 2011, the officer received 50,000 shares of common stock.

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 expires 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 June 30, 2011, the Company had a stock payable totaling $50,000 for the 10,000 shares that have not been issued.

NOTE 11 – RELATED PARTY TRANSACTIONS

As of June 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.

As of June 30, 2011, the Company had accrued salaries of $9,500 due to an officer of the Company.

NOTE 12 – SUBSEQUENT EVENTS

During July 2011, the Company received $400 from a shareholder as an advance under the line of credit.

During August 2011, the Company sold 200,000 shares of common stock for cash totaling $50,000.

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.

Bollente Companies Inc. is a development stage company incorporated in the state of Nevada in March of 2008. On September 23, 2010, we changed our name from Alcantara Brands Corporation to Bollente Companies Inc.

On March 7, 2011, we entered into a reverse triangular merger by and among Woodmans Lumber and Millworks Peru (“Woodmans”), a Nevada corporation and our wholly-owned subsidiary, and Bollente, Inc., a Nevada corporation, Woodmans and Bollente, Inc. being the constituent entities in the merger. On May 16, 2011, we filed Articles of Merger with the Nevada Secretary of State, which completed the reverse triangular merger by and among Woodmans and Bollente, Inc. Pursuant to the merger agreement Woodmans ceased to exist and Bollente, Inc. became our wholly owned subsidiary. Pursuant to the terms of the merger agreement we issued 4,707,727 shares of our 144 restricted common stock in exchange for 100% of Bollente, Inc.’s issued and outstanding common stock.

As a result of the merger, our entire operations is currently based upon the operations of our wholly-owned subsidiary Bollente, Inc., which is involved in researching and manufacturing a green technology centered on a tankless water heater system for residential and commercial purposes. The company’s first branded product is a high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products.

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

On June 21, 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 375,000 shares of common stock registered on Form S-8 (filed with the Securities and Exchange Commission on June 28, 2011).

On June 29, 2011, we issued a total of 50,000 shares of our common stock to our sole officer and director of the Company pursuant to his employment agreement. The shares issued were registered in a Registration Statement on Form S-8 filed on June 28, 2011.

Bollente, Inc.’s Electric Tankless Water Heaters

The Company 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 temperature 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 will give Bollente Inc.’s products a sustainable competitive advantage over its rivals in the market. We believe these innovations and improvements will become part of a defensible intellectual property portfolio.

Introduction to our Business Development Strategy

As part of our growth strategy, we entered into several consulting and advisory agreements with consultants operating in various fields, with a bias towards green and "clean-tech" sectors. Our management has experience in marketing, product launches, business development strategies, and certain other areas specific to the success of growth companies.  Our consultants are advising us and operating in sectors relating to products and services geared toward environmental responsibility by consumers and commercial clients. Ultimately, we will operate our tankless business with a view towards identifying synergistic acquisition candidates.

We believe these consultants are well suited to provide consulting to high-growth technology and consumer products companies. We have concluded negotiations with several agents possessing technical expertise related to planning, structuring, and capitalizing growth companies in the green and "clean-tech" sectors who will be tasked with assisting the Company with our  business development planning, structure, and capitalization. 

We have identified several entities that fit our criteria. Specifically, these entities are in need of consulting to:

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

We expect to achieve these results by:

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.

Please note that the results of operations provided below relate to the current operations acquired through the closing of the merger with Bollente, Inc. There are no unusual or infrequent events expected to the amount of reported income from continuing operations.

Revenues

Since our inception on March 7, 2008 through June 30, 2011, we have not generated any revenues. 

Expenses

            Operating expenses totaled $94,008 during the three months ended June 30, 2011 and $123,980 during the six months ended June 30, 2011 as compared to $182,081 during the three months ended in the prior year and $630,191 in the six months ended in the prior year.  In the three month period ended June 30, 2011, our expenses primarily consisted of general and administrative of $55,829 and professional fees of $38,179. In the six month period ended June 30, 2011, our expenses primarily consisted of general and administrative of $72,761 and professional fees of $51,219.

Professional fees decreased $143,152 from the three months ended June 30, 2010 to the three months ended June 30, 2011.  From the six months ended June 30, 2010 to the six months ended June 30, 2011 professional fees decreased $527,953.  The decrease in professional fees was due to the lack of issuance of warrants.

General and administrative fees increased $55,079 from the three months ended June 30, 2010 to the three months ended June 30, 2011.  From the six months ended June 30, 2010 to the six months ended June 30, 2011 general and administrative fees increased $61,318. 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.

Liquidity and Capital Resources

As of June 30, 2011, we had no 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 six months ended June 30, 2011 and 2010:

Net cash used in operating activities was $61,140 for the period ended June 30, 2011, as compared to $69,239 used in operating activities for the same period in 2010. The decrease in net cash used in operating activities was due to normal business activities.  During the six months ended June 30, 2011, there were shares issued for employment agreement with an officer of the Company totaling $40,000 and amortization of the prepaid stock compensation of $12,500.  Additionally, the Company settled accounts payable by issuing common stock. Since the fair value of the common stock was greater than the balance in accounts payable, the Company recorded a financing cost of $21,781.

Financing activities

Net cash provided by financing activities for the period ended June 30, 2011 was $61,092, as compared to $69,005 for the same period of 2010. The decrease of net cash provided by financing activities was mainly attributable to the decrease in equity financing.  During the six months ended June 30, 2011, the Company received a total of $30,000 from a promissory note and a total of $30,450 from the line of credit from a related party.

            As of June 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 future, we anticipate we will be able to provide the necessary liquidity we need by the revenues generated from the sales of our products. 

            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.

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

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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.

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 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.

On May 26, 2011, pursuant to the terms of the Merger Agreement, we issued a total of 4,707,727 shares of our restricted common stock to the stockholder’s of Bollente, Inc. in exchange for 100% of the issued and outstanding shares of Bollente, Inc.

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

On June 29, 2011, we issued a total of 50,000 shares of our common stock to our sole officer and director of the Company pursuant to his employment agreement. The shares issued were registered in a Registration Statement on Form S-8 filed on June 28, 2011.

On June 29, 2011, we issued a total of 375,000 shares of our common stock to 8 consultants for services rendered to the Company. The shares issued were registered in a Registration Statement on Form S-8 filed on June 28, 2011.

Subsequent Events

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 June 30, 2011.

Item 3.            Defaults Upon Senior Securities.

None.

Item 5. Other Information.

None.

Item 6. Exhibits.

*          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.

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 and Accounting Officer

      and Principal Executive Officer)

Date: September 15, 2011