Trutankless, Inc. - Quarter Report: 2015 September (Form 10-Q)

form10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended September 30, 2015

¨ 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.)

8800 N. Gainey Dr., Suite 270
Scottsdale, Arizona		85258
(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

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 November 10, 2015, was 19,350,186 shares.

BOLLENTE COMPANIES INC.

QUARTERLY PERIOD ENDED SEPTEMBER 30, 2015

Index to Report on Form 10-Q

		Page No.
	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16

Item 4.	Controls and Procedures	16

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	17

Item1A.	Risk Factors	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3.	Defaults Upon Senior Securities	19

Item 4.	Mine Safety Disclosures	19

Item 5.	Other Information	19

Item 6.	Exhibits	20

	Signature	20

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BOLLENTE COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)


	September 30,			December 31,
	2015			2014

ASSETS

Current assets:
Cash	$	73,024		$	40,446
Accounts receivable		36,116			54,477
Inventory		138,371			174,132
Prepaid expenses		130,354			30,399
Prepaid stock compensation		152,575			530,000
Total current assets		530,440			829,454

Fixed assets, net		5,755			8,768

Other assets:
Security deposits		1,500			1,500
Trademarks		4,075			825
Prepaid stock compensation - long term portion		8,750			16,667
Website		26,044			40,693
Total other assets		40,369			59,685

Total assets	$	576,564		$	897,907


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	292,211		$	338,651
Credit cards		9,989			2,387
Customer deposits		600			600
Accrued salaries - related party		27,170			15,278
Accrued payroll taxes		11,984			12,505
Notes payable - related party		294,587			128,637
Line of credit - related party		1,500			-
Accrued interest payable		4			4
Accrued interest payable - related party		599			-
Total current liabilities		638,644			498,062

Long-term liabilities:
Notes payable - related party		233,000			-
Total long-term liabilities		233,000			-

Total liabilities		871,644			498,062

Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of September 30, 2015 and December 31, 2014, respectively		-			-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 19,112,186 and 16,934,301 shares issued and outstanding
as of September 30, 2015 and December 31, 2014, respectively		19,112			16,935
Additional paid-in capital		16,276,060			13,725,353
Subscriptions payable		117,500			164,375
Accumulated deficit		(16,707,752	)		(13,506,818	)
Total stockholders' equity		(295,080	)		399,845

Total liabilities and stockholders' equity	$	576,564		$	897,907

See accompanying notes to consolidated financial statements.

BOLLENTE COMPANIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)




	For the three months ended						For the nine months ended
	September 30,						September 30,
	2015			2014			2015			2014

Revenue	$	39,576		$	109,623		$	152,283		$	178,930

Cost of goods sold		(41,201	)		(204,343	)		(204,666	)		(389,123	)

Gross profit		(1,625	)		(94,720	)		(52,383	)		(210,193	)

Operating expenses:
General and administrative		301,234			425,177			1,035,895			1,175,829
Executive compensation		46,350			48,160			207,750			165,160
Research and development		136,253			44,996			408,048			694,884
Professional fees		325,405			530,980			1,478,097			2,459,171

Total operating expenses		809,242			1,049,313			3,129,790			4,495,044

Other income(expenses):
Other income		-			-			2,047			182
Interest expense - related party		(12,512	)		(1	)		(20,659	)		(9,080	)
Interest expense		(19	)		(4,474	)		(140	)		(203	)
Loss on debt conversion		-			-			-			(825,000	)
Other expenses		-			-			(9	)		-

Total other expenses		(12,531	)		(4,475	)		(18,761	)		(834,101	)

Net loss from continuing operations		(823,398	)		(1,148,508	)		(3,200,934	)		(5,539,338	)

Net loss from discontinued operations		-			(8,015	)		-			(179,813	)

Net loss		(823,398	)		(1,156,523	)		(3,200,934	)		(5,719,151	)

Basic earnings per share
Loss from continuing operations	$	(0.04	)	$	(0.08	)	$	(0.18	)	$	(0.41	)
Loss from discontinued operations		-			-			-			(0.01	)

Net loss per common share - basic	$	(0.04	)	$	(0.08	)	$	(0.18	)	$	(0.42	)

Weighted average number of common shares		19,018,402			14,365,176			18,134,375			13,584,981
outstanding - basic

See accompanying notes to consolidated financial statements.

BOLLENTE COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)




	For the nine months ended
	September 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,200,934	)	$	(5,719,151	)
Less: Loss from discontinued operations		-			179,813

Loss from continuing operations		(3,200,934	)		(5,539,338	)
Adjustments to reconcile net loss from continuing operations
to net cash used in operating activities from continuing operations:
Shares issued for services		589,585			426,593
Depreciation		3,013			2,278
Shares issued for employment agreement		170,000			420,000
Shares issued for prepaid stock compensation		352,217			1,741,862
Loss on debt conversion					825,000
Amortization of website costs		14,649			9,689
Accrued rent expense - related party line of credit					21,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		18,361			(96,598	)
(Increase) decrease in inventory		35,761			(205,611	)
(Increase) decrease in prepaid expenses		(99,955	)		(12,628	)
(Increase) in other receivables		-			-
Increase in accounts payable		(17,946	)		293,424
Increase in accounts payable - related party		(17,194	)
Increase in credit card		7,601			3,392
Increase in customer deposits					600
Increase in accrued salaries - related party		11,892			2,196
Increase in accrued payroll taxes		(521	)		1,159
Increase in accrued interest payable					-
Increase in accrued interest payable - related party		599			(1,599	)

Net cash used in operating activities - continuing operations		(2,132,872	)		(2,108,581	)
Net cash used in operating activities - discontinued operations		-			(78,759	)

Net cash used in operating activities		(2,132,872	)		(2,187,340	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase trademarks		(3,250	)		(275	)
Purchase website costs		-			-
Purchase of fixed assets		-			(12,049	)

Net cash used in investing activities - continuing operations		(3,250	)		(12,324	)

Net cash used in investing activities		(3,250	)		(12,324	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable					14,000
Proceeds from notes payable		200,000			-
Proceeds from notes payable - related party		232,700			-
Repayments of notes payable - related party		(33,750	)		(225,000	)
Proceeds from line of credit - related party		1,500			-
Repayments of line of credit - related party		-			64,036
Proceeds from sale of common stock, net of offering costs		1,393,250			2,288,999
Proceeds from royalty payments		375,000			-

Net cash provided by financing activities - continuing operations		2,168,700			2,142,035
Net cash provided by financing activities - discontinued operations		-			75,913

Net cash provided by financing activities		2,168,700			2,217,948


NET CHANGE IN CASH		32,578			18,284

CASH AT BEGINNING OF THE PERIOD		40,446			4,329

CASH AT END OF THE PERIOD		73,024			22,613

Less: CASH OF DISCONTINUED OPERATIONS AT END OF THE PERIOD		-			155

CASH OF CONTINUING OPERATIONS AT END OF THE PERIOD	$	73,024		$	22,458



SUPPLEMENTAL INFORMATION:
Interest paid	$	20,000		$	-
Income taxes paid	$	-		$	-

Non-cash investing and financing activities:
Shares issued as settlement of accounts payable	$	-		$	-
Shares issued for prepaid stock compensation	$	352,217		$	850,000
Shares issued to settle notes payable	$	-		$	290,250

See accompanying notes to consolidated financial statements.

BOLLENTE COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

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, 2014 and 2013 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. On August 13, 2015, the Company formed a wholly owned subsidiary, Bollente International, Inc. All significant inter-company transactions and balances have been eliminated.

On November 24, 2014, the Company completed the spin-off of its cloud-based technology business, Nuvola, Inc. Shareholders of the Company will receive one restricted share of Nuvola, Inc. for every twenty shares held. As a result of the spin-off, all current and prior year amounts have been adjusted to reflect Nuvola, Inc. as a discontinuted operation.

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.

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 December 31, 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.

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

During the fourth quarter of 2014, assets related to Nuvola, Inc. met the criteria for classification as Discontinued Operations. The results of operations related to Nuvola, Inc. are included in the consolidated statements of operations as “Net loss from discontinued operations.” The cash flows of this business is also presented separately in our consolidated statements of cash flows.

Recent pronouncements

In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. This guidance should be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date which is fiscal years beginning on or after December 15, 2014, and interim periods within those annual periods. The Company chose to early adopt the provisions of this guidance in the fourth quarter of 2014.

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 a result, the Company incurred accumulated net losses for the nine months ended September 30, 2015 of ($16,707,753). 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 – INVENTORY

Inventories consist of the following at:

	September 30, 2015		December 31, 2014

Raw materials	$	93,679	$	174,132
Finished goods		44,692		-

Total	$	138,371	$	174,132

BOLLENTE COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4 – WEBSITE

Website consists of the following at:

	September 30, 2015			December 31, 2014

Website	$	58,598		$	58,598

Less: Accumulated amortization		(32,554	)		(17,905	)

Website, net	$	26,044		$	40,693

Amortization expense from continuing operations for the three months ended September 30, 2015 and 2014 was $4,883 and $4,883, respectively. Amortization expense from continuing operations for the nine months ended September 30, 2015 and 2014 was $14,649 and $13,022, respectively.

NOTE 5 – NOTES PAYABLE – RELATED PARTY

Notes payable consist of the following at:

	September 30, 2015		December 31, 2014

Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand	$	600	$	450

Note payable from a shareholder, secured, 12% interest, due June 2016		200,000		-

Note payable to a related entity, unsecured, 0% interest, due upon demand		93,987		128,187

Notes Payable – Current	$	294,587	$	128,637

	September 30, 2015		December 31, 2014
Note payable from a shareholder, secured, 12% interest, due March 2017	$	200,000	$	-

Note payable, to an officer, director and shareholder, secured, 0% interest, due April 2017		33,000		-

Notes payable – Long Term	$	233,000	$	-

BOLLENTE COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Interest expense from continuing operations for the three months ended September 30, 2015 and 2014 was $12,512 and $1, respectively.

Interest expense from continuing operations for the nine months ended September 30, 2015 and 2014 was $20,659 and $9,080, respectively.

NOTE 6 – ROYALTY PAYMENTS

During the three months ended September 30, 2015, the Company has agreed to allow accredited investors the ability to receive a royalty on products sold in an effort to fund its distribution and marketing advances internationally by purchasing units. Each unit represents 0.625% royalty interest in the Gross Margin of product sold by Bollente International, Inc., costing $25,000 per unit. As of September 30, 2015, fifteen units have been sold totaling $375,000. This amount is included in additional paid in capital since there is no obligation to repay the funds.

NOTE 7 – DISCONTINUED OPERATIONS

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.

In August 2015, the Company issued 136,000 shares of common stock for cash received of $136,000,of which $50,000 of the funds were received as of June 30, 2015 and recorded as stock payable.

In August 2015, the Company issued 30,085 shares of common stock for services totaling $30,085. 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.

In August 2015, the Company issued 10,000 shares of common stock owed to an employee of the Company as part of their employment agreement totaling $10,000. 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.

In August 2015, the Company sold 50,000 shares of common stock to an investor for cash totaling $50,000 and are recorded to stock payable. The shares were issued on October xx, 2015.

In September 2015, the Company sold 25,000 shares of common stock to an investor for cash totaling $25,000 and are recorded to stock payable. The shares were issued on October 1, 2015.

BOLLENTE COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

In September 2015, the Company recorded a stock payable totaling $12,500 for 12,500 shares of common stock earned by a consultant. 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 issued on October 1, 2015.

In September 2015, the Company recorded a stock payable totaling $30,000 for 30,000 shares of common stock earned by the President of the Company as part of their 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 issued on October 1, 2015.

NOTE 9 – PREPAID STOCK COMPENSATION

During the three month ended September 30, 2015, the Company issued a total of 10,000 shares of common stock as part of a consulting agreement totaling $10,000. 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. 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 agreement.

For the three months ended September 30, 2015, the Company expensed $154,067 as professional fees with a remaining prepaid expense amount totaling $161,325 at September 30, 2015.

NOTE 10 – AGREEMENTS

On April 21, 2015, the Company received $33,000 as a loan from an officer of the Company. The term of the note is for two years beginning April 21, 2015 and ending on April 20, 2017 and bears no interest.

Lease agreement

In January 2015, the Company executed a sublease agreement with Perigon Companies, LLC, a related party. The lease term is one year at a rate of $4,000 per month with an option to continue on a month to month basis. The Company paid a refundable security deposit of $1,500.

In January 2015, the Company executed a sublease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $2,800 per month with an option to continue on a month to month basis. The Company was not required to pay a security deposit.

Rent expense for the three months ended September 30, 2015 and 2014 was $20,400 and $10,500, respectively. Rent expense for the nine months ended June 30, 2015 and 2014 was $45,077 and $34,228, respectively.

NOTE 11 – SUBSEQUENT EVENTS

On October 1, 2015, the Company issued 25,000 shares of common stock for cash received of $25,000 during September 2015 and recorded as stock payable.

On October 1, 2015, the Company issued 100,000 shares of common stock for services totaling $100,000, of which $12,500 was earned during September 2015 and recorded as stock payable.

On October 1, 2015, the Company issued 30,000 shares of common stock earned by an employee of the Company as part of their employment agreement totaling $30,000 during September 2015 and recorded as stock payable.

On October 29.2015 the Company issued 10,000 shares of common stock associated with a note payable totaling $10,000. 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.

On October 29, 2015 the Company issued 73,000 shares of common stock for services totaling $73,000.

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.

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.

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 August 13, 2015, we formed a wholly-owned subsidiary, Bollente International, Inc. (“Bollente International”), to begin international manufacturing and sales expansion for our trutankless® line of water hearters.

Bollente International has partnered with international manufacturing firm to increase production and efficiently handle distribution to customers in the United Kingdom and throughout Europe, Asia, Dubai, Australia and New Zealand. We have begun the testing and certification process for several international standards, demonstrating that the product complies with the essential requirements of European health, safety and environmental protection legislation and opening the gate for future sales to more than 30 European countries.

Products

Trutankless®

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 customers need not worry about running out of hot water. We believe we’ve selected the best materials available and a collection of exclusive design elements and 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 began generating revenue in the first quarter of 2014. As of the fiscal year ended December 31, 2014, we generated $238,912 in revenue. As of the three months and nine months ended September 30, 2015, we generated $39,576 and $152,283 in revenue, respectively.

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.

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’s trutankless® received 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’s trutankless® received Kitchen and Bath Business Magazine’s 2014 K*BB Product Innovator’s Award Judges Choice Product.

truCirc

truCirc is a high-tech, smart-home water circulation pump. The energy reducing, water-saving truCirc can be used as a standalone product or with our multi-award winning trutankless® electric tankless water heater. truCirc represents the next step in our mission to pioneer forward-thinking technology that changes the way people think about hot water.

A traditional water circulation pump circulates hot water through a home’s pipes, enabling homeowners to have instant, on-demand hot water as soon as they turn on the faucet and saving countless gallons of water that would have been wasted. truCirc takes the traditional pump to the next level with multiple hot water delivery strategies including a self-aware learning mode that tracks water usage in a household and predicts when hot water will be needed-- thereby using energy to keep water hot only when it’s desired. truCirc’s simple, modern, high-tech interface allows homeowners to quickly and easily change delivery modes or choose a zone or fixture to send hot water. Thermostatic shut-off valves can be installed at showerhead points of use throughout a home to further eliminate wasted water.

Our new product, truCirc, was unveiled on January 20, 2015 at the 2015 International Builders’ Show in Las Vegas.

Vero

On April 16, 2015, we announced the release of Vero, our new line of electric tankless water heaters geared towards budget-driven customers. Vero boasts the same water heating performance, durability and space savings of our flagship tankless water heater.

RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended September 30, 2015 and September 30, 2014

Revenues

In the three months ended September 30, 2015, we generated $39,576 in revenues, as compared to $109,623 in revenues in the prior year. The $70,047, or 177%, decrease for the three months ended September 30, 2015 was due to lower volumes of units sold.

Cost of Goods

In the three months ended September 30, 2015, cost of goods was $41,200, as compared to $204,343 in the three months ended September 30, 2014. The $163,142, or 80%, decrease in cost of goods for the three months ended September 30, 2015 was primarily attributable to the decrease in sales of units.

Gross Profit

For the three months ended September 30, 2015 and 2014, gross profit margins were 4% and 86%, respectively.

Expenses

Operating expenses totaled $809,242 during the three months ended September 30, 2015 as compared to $1,049,313 in the prior year. In the three month period ended September 30, 2015, our expenses primarily consisted of General and Administrative of $301,234, Executive Compensation of $46,350, Research and Development of $136,253, and Professional fees of $325,405.

General and administrative fees decreased $123,943, from the three months ended September 30, 2014 to the three months ended September 30, 2015. This decrease was primarily due to a decrease in wages and marketing.

Executive Compensation decreased $1,810 from the three months ended September 30, 2014 to the three months ended September 30, 2015. Executive Compensation decreased due to a decrease in cash and stock based compensation to the President of the Company.

Research and development increased $91,257 from the the three months ended September 30, 2014 to the three months ended September 30, 2015. This increase is attributed primarily to the Company spending more towards developing its technology.

Professional fees decreased $205,575 from the three months ended September 30, 2014 to the three months ended September 30, 2015. Professional fees decreased due to a decrease in consulting fee associated with business development.

Other Expenses

Interest expense – related party increased $12,511 to $12,512 in the three months ended September 30, 2015 from $1 in the three months ended September 30, 2014. The increase was the result of an increase in notes payable – related party with interest accruals.

Interest expense decreased $4,455 to $19 in the three months ended September 30, 2015 from $4,474 in the three months ended September 30, 2014. The decrease was the result of a decrease in interest accruals from note payables.

Net Loss

In the three months ended September 30, 2015, we generated a net loss of $823,398, a decrease of $333,125 from $1,156,523 for the three months ended September 30, 2014. This decrease was attributable to a lower volume of units sold and decreased consulting fee associated with business development.

Results of Operations for the Nine Months Ended September 30, 2015 and September 30, 2014

Revenues

In the nine months ended September 30, 2015, we generated $152,283 in revenues, as compared to $178,930 in revenues in the prior year. The $26,647, or 15%, decrease for the nine months ended September 30, 2015 was due to lower volumes of units sold.

Cost of Goods

In the nine months ended September 30, 2015, cost of goods was $204,666, as compared to $389,123 in the nine months ended September 30, 2014. The $184,457, or 47%, decrease in cost of goods for the nine months ended September 30, 2015 was primarily attributable to the decrease in sales of units and lower cost to produce various products.

Gross Profit

For the nine months ended September 30, 2015 and 2014, gross profit margins were 34% and 117%, respectively.

Expenses

Operating expenses totaled $3,129,790 during the nine months ended September 30, 2015 as compared to $4,495,044 in the prior year. In the nine month period ended September 30, 2015, our expenses primarily consisted of General and Administrative of $1,035,895, Executive Compensation of $207,750, Research and Development of $408,048, and Professional fees of $1,478,097.

General and administrative fees decreased $139,934, from the nine months ended September 30, 2014 to the nine months ended September 30, 2015. This decrease was primarily due to a decrease in wages and travel.

Executive Compensation increased $42,590 from the nine months ended September 30, 2014 to the nine months ended September 30, 2015. Executive Compensation increased due to an increase in cash and stock based compensation to the President of the Company.

Research and development decreased $286,836 from the the nine months ended September 30, 2014 to the nine months ended September 30, 2015. This decrease is attributed primarily to the Company spending less towards developing its technology.

Professional fees decreased $981,074 from the nine months ended September 30, 2014 to the nine months ended September 30, 2015. Professional fees decreased due to a decrease in consulting fees associated with business development.

Other Income

Other income increased $1,865 from the nine months ended September 30, 2014 to the nine months ended September 30, 2015. Other income increased due to forgiveness of debts to vendors.

Other Expenses

Interest expense – related party increased $11,579 to $20,659 in the nine months ended September 30, 2015 from $9,080 in the nine months ended September 30, 2014. The increase was the result of an increase in notes payable with interest accruals.

Interest expense decreased $63 to $140 in the nine months ended September 30, 2015 from $203 in the nine months ended September 30, 2014. The decrease was the result of a decrease in interest accruals from newly acquired note payables.

Net Loss

In the nine months ended September 30, 2015, we generated a net loss of $3,200,934, a decrease of $2,338,404 from $5,539,338 for the nine months ended September 30, 2014. This decrease was attributable to a higer volume of units sold and decreased consulting fee associated with business development.

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, 2015, we had $73,024 in cash, $36,116 in accounts receivable, $138,371 in inventory, $130,354 in prepaid expenses and $152,575 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.

The following table sets forth a summary of our cash flows for the nine months ended September 30, 2015 and 2014:

	Nine months ended September 30,
	2015			2014
Net cash used in operating activities – continuing operations	$	(2,132,872	)	$	(2,108,581	)
Net cash used in operating activities – discontinued operations		-			(78,759	)
Net cash used in operating activities		(2,132,872	)		(2,187,340	)
Net cash used in investing activities – continuing operations		(3,250	)		(12,324	)
Net cash used in investing activities		(3,250	)		(12,324	)
Net cash provided by financing activities – continuing operations		2,168,700			2,142,035
Net cash provided by financing activities – discontinued operations		-			75,913
Net cash provided by financing activities		2,168,700			2,217,948
Net change in cash		32,578			18,284
Cash, beginning		40,446			4,329
Cash, ending		73,024			22,613
Less: Cash, discontinued operations		-			155
Cash, continuing operations	$	73,024		$	22,458

Operating activities

Net cash used in operating activities – continuing operations was $2,132,872 for the nine months ended September 30, 2015, as compared to $2,108,581 used in operating activities for the same period in 2014. The increase in net cash used in operating activities – continuing operations was primarily due to a lower volume of units sold and increase in research and development and consulting contract cost.

Net cash used in operating activities – discontinued operations was $0 for the nine months ended September 30, 2015, as compared to $78,759 used in operating activities for the same period in 2014. The decrease in net cash used in operating activities – discontinued operations was primarily due to a decrease in legal fees.

Investing activities

Net cash used in investing activities – continuing operations was $3,250 for the nine months ended September 30, 2015, as compared to $12,324 used in investing activities for the same period in 2014. The decrease in net cash used in investing activities – continuing operations was primarily due to the purchase of fixed assets.

Financing activities

Net cash provided by financing activities – continuing operations for the nine months ended September 30, 2015 was $2,168,700, as compared to $2,142,035 for the same period of 2014. The increase of net cash provided by financing activities – continuing operations was mainly attributable to more financing from notes payable and royalty payments.

Net cash provided by financing activities – discontinued operations for the nine months ended September 30, 2015 was $0, as compared to $75,913 for the same period of 2014. The decrease of net cash provided by financing activities was mainly attributable to less financing from borrowings.

As of September 30, 2015, 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 substantial 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.

In March 2015, the Company received $200,000 as a loan from a shareholder of the Company. The interest rate is 12% that is to be paid on a monthly basis. The term of the note is for two years beginning March 3, 2015 and ending on March 2, 2017.

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 4. Controls and Procedures

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 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.

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 2014 Form 10-K, filed with the Securities Exchange Commission on April 1, 2015, are hereby incorporated by reference.

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

In August 2015, the Company issued 136,000 shares of common stock for cash received of $136,000,of which $50,000 of the funds were received as of June 30, 2015 and recorded as stock payable.

In August 2015, the Company sold 50,000 shares of common stock to an investor for cash totaling $50,000 and are recorded to stock payable. The shares were issued on October xx, 2015.

In September 2015, the Company sold 25,000 shares of common stock to an investor for cash totaling $25,000 and are recorded to stock payable. The shares were issued on October 1, 2015.

We believe that the issuance and sale of the securities was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section 4(2) and Regulation D Rule. The securities were sold directly by us and did not involve a public offering or general solicitation. The recipients of the securities were afforded an opportunity for effective access to files and records of the Registrant that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the securities, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The management of the recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the securities.

Subsequent Issuances

On October 1, 2015, the Company issued 25,000 shares of common stock for cash received of $25,000 during September 2015 and recorded as stock payable.

On October 1, 2015, the Company issued 100,000 shares of common stock for services totaling $100,000, of which $12,500 was earned during September 2015 and recorded as stock payable.

On October 29, 2015 the Company issued 73,000 shares of common stock for services totaling $73,000.

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, 2015.

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: November 16, 2015