Trutankless, Inc. - Quarter Report: 2013 March (Form 10-Q)

bolc10q3-31.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended March 31, 2013

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

Commission file number 000-54219

BOLLENTE COMPANIES INC.

(Exact name of registrant as specified in its charter)

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

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

(480) 275-7572

(Registrant’s telephone number, including area code)

Copies of Communication to:

Stoecklein Law Group, LLP.

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.

Large accelerated filer ¨	Accelerated filer ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The number of shares of Common Stock, $0.001 par value, outstanding on May 17, 2013, was 8,152,456 shares.

BOLLENTE COMPANIES INC.

QUARTERLY PERIOD ENDED MARCH 31, 2013

Index to Report on Form 10-Q


	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18

Item 4T.	Controls and Procedures	18

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	19

Item1A.	Risk Factors	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19

Item 3.	Defaults Upon Senior Securities	20

Item 4.	Mine Safety Disclosures	20

Item 5.	Other Information	20

Item 6.	Exhibits	21

	Signature	21

BOLLENTE COMPANIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(unaudited)


	March 31,			December 31,
	2013			2012

ASSETS

Current assets:
Cash	$	120		$	3,872
Prepaid expenses		-			100,362
Prepaid stock compensation		834,750			1,166,000
Total current assets		834,870			1,270,234

Other assets:
Security deposits		1,500			1,500
Trademarks		550			550
Website		3,500			3,500
Total other assets		5,550			5,550

Total assets	$	840,420		$	1,275,784


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	43,207		$	28,941
Accrued salaries - related party		12,169			9,169
Accrued payroll taxes		11,891			11,891
Notes payable - related party		500,450			450
Accrued interest payable		675			621
Accrued interest payable - related party		15,359			5,153
Line of credit - related party		28,436			17,936
Notes payable		42,010			42,010
Total current liabilities		654,197			116,171

Long-term liabilities:
Notes payable - related party		-			500,000
Total long-term liabilities		-			500,000

Total liabilities		654,197			616,171

Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of March 31, 2013 and December 31, 2012, respectively		-			-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 8,152,456 and 8,152,456 shares issued and outstanding
as of March 31, 2013 and December 31, 2012, respectively		8,153			8,153
Additional paid-in capital		3,916,077			3,916,077
Subscriptions payable		43,250			7,500
Deficit accumulated during development stage		(3,781,257	)		(3,272,117	)
Total stockholders' equity		186,223			659,613

Total liabilities and stockholders' equity	$	840,420		$	1,275,784

See accompanying notes to consolidated financial statements.

BOLLENTE COMPANIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)


							Inception
							(March 7, 2008)
	For the three months ended						to
	March 31,						March 31,
	2013			2012			2013

Revenue	$	-		$	-		$	-

Operating expenses:
General and administrative		11,230			11,783			138,125
Executive compensation		29,271			74,909			426,973
Product development - related party		-			-			336,014
Research and development		103,080			2,913			208,160
Professional fees		355,214			159,365			2,548,986

Total operating expenses		498,795			248,970			3,658,258

Other expenses:
Interest expense - related party		(10,206	)		(10,790	)		(91,258	)
Interest expense		(139	)		(1,975	)		(31,741	)

Total other expenses		(10,345	)		(12,765	)		(122,999	)

Net loss	$	(509,140	)	$	(261,735	)	$	(3,781,257	)

Net loss per common share - basic	$	(0.06	)	$	(0.04	)

Weighted average number of common shares		8,152,456			6,529,012
outstanding - basic

See accompanying notes to consolidated financial statements.

BOLLENTE COMPANIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)


							Inception
							(March 7, 2008)
	For the three months ended						to
	March 31,						March 31,
	2013			2012			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(509,140	)	$	(261,735	)	$	(3,781,257	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Shares issued for services		340,750			-			657,750
Shares issued for employment agreement		26,250			50,500			356,350
Shares issued for prepaid stock compensation		-			138,750			1,214,000
Warrants issued for services		-			-			308,176
Write-off of inventory deposit		-			-			21,000
Non-cash financing cost		-			-			22,056
Amortization of deferred financing cost		-			1,320			6,600
Amortization of debt discount		-			600			3,000
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses		100,362			-			(7,000	)
Decrease in other receivables		-			-			(14,000	)
(Increase) in security deposits		-			-			(1,500	)
Increase in accounts payable		14,266			862			127,785
Increase in accounts payable - related party		-			-			343
Increase in accrued salaries - related party		3,000			8,000			12,169
Increase in accrued payroll taxes		-			16,409			11,891
Increase in deferred revenue		-			-			14,235
Increase in accrued interest payable		54			55			675
Increase in accrued interest payable - related party		10,206			10,789			15,359

Net cash used in operating activities		(14,252	)		(34,450	)		(1,032,368	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase trademarks		-			-			(550	)
Purchase website costs		-			-			(3,500	)
Payments for due from related party		-			-			(44,372	)
Repayments from due from related party		-			-			40,000

Net cash used in investing activities		-			-			(8,422	)

CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		-			-			-
Proceeds from notes payable - related party		-			200			14,122
Repayments of notes payable - related party		-			-			(1,550	)
Proceeds from line of credit - related party		10,500			5,500			95,770
Repayments of line of credit - related party		-			-			(67,334	)
Proceeds from notes payable		-			-			41,760
Repayments for notes payable		-			-			(2,750	)
Proceeds from sale of common stock, net of offering costs		-			35,000			953,782
Donated capital		-			-			7,110

Net cash provided by financing activities		10,500			40,700			1,040,910

NET CHANGE IN CASH		(3,752	)		6,250			120

CASH AT BEGINNING OF YEAR		3,872			864			-

CASH AT END OF YEAR	$	120		$	7,114		$	120


SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	-		$	75,497
Income taxes paid	$	-		$	-		$	-

Non-cash investing and financing activities:
Reclass accounts payable related party to accounts payable	$	-		$	-		$	343
Reclass notes payable related party to notes payable	$	-		$	-		$	11,760
Shares issued as settlement of accounts payable	$	-		$	-		$	115,718
Shares issued for prepaid stock compensation	$	-		$	-		$	1,719,375
Warrants issued for services	$	-		$	-		$	308,176
Deemed distribution to majority shareholder	$	-		$	-		$	(516,563	)

See accompanying notes to consolidated financial statements.

BOLLENTE COMPANIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

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

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the years ended December 31, 2012 and 2011 and notes thereto included in the Company’s 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.

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

Principles of consolidation

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

Use of estimates

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

Cash and cash equivalents

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

Website

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

BOLLENTE COMPANIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-based compensation

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

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

Earnings per share

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

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of March 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

BOLLENTE COMPANIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

Recent pronouncements

The Company has evaluated recent accounting pronouncements through May 2013 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 March 31, 2013 of ($3,781,257). 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.

NOTE 3 – PREPAID STOCK COMPENSATION

During the month ended November 30, 2012, the Company issued a total of 500,000 shares of common stock as part of a consulting agreements totaling $1,325,000. The shares were valued according to the fair value of the common stock. The value of the shares was recorded as prepaid expense and is being amortized over one year which is the related service period of the respective agreements. For the quarter ended March 31, 2013, the Company expensed $331,250 as professional fees with a remaining prepaid expense amount totaling $834,750 at March 31, 2013. The balance at December 31, 2012 was $1,166,000.

NOTE 4 – WEBSITE

Website consists of the following at:

	March 31, 2013	December 31, 2012

Website	$ 3,500	$ 3,500

Less: Accumulated amortization	-	-

Website, net	$ 3,500	$ 3,500

Amortization expense for the three months ended March 31, 2013 and 2012 was $0 and $0, respectively.

BOLLENTE COMPANIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – NOTES PAYABLE – RELATED PARTY

Notes payable consist of the following at:

	March 31, 2013	December 31, 2012

Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand	$ 450	$ 450

Note payable with a shareholder, unsecured, 5% interest, due February 2014	500,000	-

Notes Payable – Current	$ 500,450	$ 450

	March 31, 2013	December 31, 2012
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2013	$ 28,436	$ 17,936

Line of credit – Current	$ 28,436	$ 17,936

During the three months ended March 31, 2013, the note payable was reclassified to current liabilities from long term liabilities.

Interest expense for the three months ended March 31, 2013 and 2012 was $10,206 and $678, respectively.

BOLLENTE COMPANIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 – NOTES PAYABLE

	March 31, 2013	December 31, 2012
Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 0% interest, due upon demand	$ 9,400	$ 9,400

Note payable to a former officer, director and shareholder, unsecured, 0% interest, due upon demand	160	160

Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 10% interest, due July 2010, in default as of March 31, 2013	800	800

Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 10% interest, due August 2010, in default as of March 31, 2013	1,400	1,400

Note payable to an unrelated third party, unsecured, due May 2012, in default as of March 31, 2013	30,250	30,250

Unamortized debt discount	-	-

Notes Payable – Current	$ 42,010	$ 42,010

Interest expense, including the amortization of the debt discount and the amortization of the deferred financing cost for the three months ended March 31, 2013 and 2012 was $139 and $1,975, respectively.

NOTE 7 – LONG TERM NOTES PAYABLE – RELATED PARTY

Notes payable consists of the following at:

	March 31, 2013	December 31, 2012
Note payable with a shareholder, unsecured, 5% interest, due February 2014	$ -	$ 500,000

Notes Payable – Long Term	$ -	$ 500,000

During the three months ended March 31, 2013, the note payable was reclassified to current liabilities.

Interest expense for the three months ended March 31, 2013 and 2012 was $0 and $10,112, respectively.

NOTE 8 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock.

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

BOLLENTE COMPANIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – STOCKHOLDERS’ EQUITY (CONTINUED)

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

Common Stock

During the three months ended March 31, 2013 the Company entered into the following transactions to issue common stock:

On February 28, 2013, the Company recorded a stock payable totaling $26,250 for 15,000 shares of common stock owed to an officer, director and shareholder of the Company as part of his employment agreement. The shares were valued according to the fair value of the common stock as of February 28, 2013. As of the date of this filing, the shares have not been issued and are included in subscriptions payable.

On March 31, 2013, the Company recorded a stock payable totaling $9,500 for 10,000 shares of common stock owed to a consultant as part of his consulting agreement. The shares were valued according to the fair value of the common stock as of March 31, 2013. As of the date of this filing, the shares have not been issued and are included in subscriptions payable.

NOTE 9 – WARRANTS

The following is a summary of the status of all of the Company’s stock warrants as of March 31, 2013 and changes during the three months ended on that date:

	Number of Warrants	Weighted-Average Exercise Price
Outstanding at January 1, 2013	20,000	$ 15.50
Granted	-	$ 0.00
Exercised	-	$ 0.00
Expired	(20,000)	$ 15.50
Outstanding at March 31, 2013	-	$ 0.00
Warrants exercisable at March 31, 2013	-	$ 0.00

NOTE 10 – AGREEMENTS

Lease Agreement

On January 3, 2013, 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 March 31, 2013 and 2012 was $10,500 and $10,500, respectively.

Employment Agreement

Effective March 1, 2013, the Company entered into an amended employment agreement with the President of the Company. The officer will receive annual compensation of $12,000 due monthly. Additionally, the Company will issue 15,000 shares of common stock per quarter starting from the three months ended May 31, 2013. Compensation expense for the three months ended March 31, 2013 and 2012 was $29,250 and $24,500, respectively.

NOTE 11 – SUBSEQUENT EVENTS

During April and May 2013, the Company received a total of $21,600 from Perigon Companies, LLC as a draw on the revolving line of credit.

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

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

·	our ability to diversify our operations;

·	inability to raise additional financing for working capital;

·	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;

·	our ability to attract key personnel;

·	our ability to operate profitably;

·	deterioration in general or regional economic conditions;

·	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

·	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;

·	the inability of management to effectively implement our strategies and business plan;

·	inability to achieve future sales levels or other operating results;

·	the unavailability of funds for capital expenditures;

·	other risks and uncertainties detailed in this report;

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

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

OVERVIEW AND OUTLOOK

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

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

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

Bollente, Inc.’s Electric Tankless Water Heaters

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

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

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

Intellectual Property & Proprietary Rights

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

Our plans are to actively pursue patent and trademark protection for all of newly developed products, both domestically and abroad. We have novel and proprietary technologies related to our product line and the central focus of our patent counsel has been to work with our engineers to build a defensible patent portfolio.

To date, we have filed and received a United States federal trademark registration for trutankless® and our logo design with the help of our outside marketing and branding experts and have acquired several unique domain registrations reflective of our online marketing strategy. We intend to file a formal patent application with the USPTO under the guidance of patent counsel, upon completion of our engineered prototype. There is no guarantee that we will be able to obtain a patent for our tankless water heater. We will continue to protect our intellectual property through confidentiality agreements with vendors and consultants and trade secret protocols employed by employees, consultants, and contractors.

Product Overview

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

Operation Plan

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

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

We expect to achieve these results by:

·	Testing new, proprietary technologies for integration into our electric tankless water heating products;

·	Filing for patent and trademark protection for our electric tankless water heater line,

·	Launching our product website to educate retail consumers about our products;

·	Installing and testing prototype water heaters in the field in a variety of applications;

·	Designing a secondary website geared towards providing service and technical guidance to industry professionals, trade persons, and wholesale sales companies on the benefits of offering our products to their customers; and,

·	Identifying candidates in the plumbing and building industry in select markets to support our initial marketing and sales efforts.

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

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

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

RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended March 31, 2013 and March 31, 2012

Revenues

In the three months ended March 31, 2013 and 2012, we did not generate any revenues.

Expenses

Operating expenses totaled $498,795 during the three months ended March 31, 2013 as compared to $248,970 in the prior year. In the three month period ended March 31, 2013, our expenses primarily consisted of general and administrative of $11,230, executive compensation of $29,271, research and development of $103,080, and Professional fees of $355,214.

General and administrative fees decreased $553, from the three months ended March 31, 2012 to the three months ended March 31, 2013. This decrease was primarily due to a decrease in spending on computer and internet fees, meals and entertainment and bank fees.

Executive compensation decreased $45,638 from the three months ended March 31, 2012 to the three months ended March 31, 2013. Executive Compensation decreased due to a decrease in equity compensation to the President of the Company and the decrease in payroll taxes.

Research and development expenses increased $100,167 from the three months ended March 31, 2012 to the three months ended March 31, 2013. This increase is attributed primarily to the Company spending more towards developing its technology.

Professional fees increased $195,849 from the three months ended March 31, 2012 to the three months ended March 31, 2013. Professional fees increased due to an increase in legal and accounting fees associated with public company filings and the amortization of the prepaid stock compensation.

Other Expenses

Interest expense – related party decreased $584 to $10,206 in the three months ended March 31, 2013 from $10,790 for the three months ended March 31, 2012. The decrease was the result of a decrease in notes payable with interest accruals.

Interest expense decreased $1,836 to $139 in the three months ended March 31, 2013 from $1,975 for the three months ended March 31, 2012. The decrease was the result of a decrease in interest accruals from note payables.

Net Loss

In the three months ended March 31, 2013, we generated a net loss of $509,140, an increase of $247,405 from $261,735 for the three months ended March 31, 2012. This increase was attributable to increased accounting and legal fees.

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 March 31, 2013, we had $120 in cash, $0 in prepaid expenses and $834,750 in prepaid stock compensation. The following table provides detailed information about our net cash flow for the quarters ended March 31, 2013 and 2012 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 three months ended March 31, 2013 and 2012:

	Three months ended March 31,
	2013	2012
Net cash used in operating activities	$ (14,252)	$ (34,450)
Net cash used in investing activities	-	-
Net cash provided by financing activities	10,500	40,700
Net increase/(decrease) in Cash	(3,752)	6,250
Cash, beginning	3,872	864
Cash, ending	$ 120	$ 7,114

Operating activities

Net cash used in operating activities was $14,252 for the quarter ended March 31, 2013, as compared to $34,450 used in operating activities for the same period in 2012. The decrease in net cash used in operating activities was primarily due to an increase in non-cash activities.

Financing activities

Net cash provided by financing activities for the period ended March 31, 2013 was $10,500, as compared to $40,700 for the same period of 2012. The decrease of net cash provided by financing activities was mainly attributable less debt financing and reduced operating needs.

As of March 31, 201,3 we continue to use traditional and/or debt financing to provide the capital we need to run the business.

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

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

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

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

Item 3. Quantitative and Qualitative Disclosure About Market Risk

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

Item 4T. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

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

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors

The risk factors listed in our 2012 Form 10-K on pages 10 to 17, filed with the Securities Exchange Commission on April 16, 2013, are hereby incorporated by reference.

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

Stock Issuances

During the three months ended March 31, 2013, we did not have any sales of unregistered securities.

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 March 31, 2013.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase

101.DEF*		XBRL Taxonomy Extension Definition Linkbase

101.LAB*		XBRL Taxonomy Extension Label Linkbase

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

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

SIGNATURES

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

BOLLENTE COMPANIES INC.

(Registrant)

By: /S/ Robertson J. Orr

Robertson J. Orr, President,

Principal Financial Officer and

Principal Executive Officer

Date: May 20, 2013