Nevada
|
26-2137574
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Gainey Center II
|
||
8501 North Scottsdale Road, Suite 165
|
||
Scottsdale, Arizona
|
85253-2740
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Large accelerated filer ¨
|
Accelerated filer ¨
|
Non-accelerated filer ¨ (Do not check if a smaller reporting company)
|
Smaller reporting company x
|
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
|
15
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
21
|
|
Item 4T.
|
Controls and Procedures
|
21
|
|
PART II - OTHER INFORMATION
|
|||
Item 1.
|
Legal Proceedings
|
22
|
|
Item1A.
|
Risk Factors
|
22
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
23
|
|
Item 3.
|
Defaults Upon Senior Securities
|
23
|
|
Item 4.
|
(Removed and Reserved)
|
||
Item 5.
|
Other Information
|
24
|
|
Item 6.
|
Exhibits
|
24
|
|
Signature
|
25
|
BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
|
||||||||
(A DEVELOPMENT STAGE COMPANY)
|
||||||||
CONSOLIDATED BALANCE SHEETS
|
||||||||
June 30,
|
December 31,
|
|||||||
2011
|
2010
|
|||||||
(unaudited)
|
(audited)(restated)
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | - | $ | 48 | ||||
Prepaid stock compensation
|
287,500 | - | ||||||
Total current assets
|
287,500 | 48 | ||||||
Other assets:
|
||||||||
Deferred financing cost, net
|
4,620 | - | ||||||
Security deposits
|
1,500 | - | ||||||
Total other assets
|
6,120 | - | ||||||
Total assets
|
$ | 293,620 | $ | 48 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities:
|
||||||||
Bank overdraft
|
1,223 | 81 | ||||||
Accounts payable
|
32,049 | 145,426 | ||||||
Accounts payable - related party
|
343 | 343 | ||||||
Accrued salaries - related party
|
9,500 | - | ||||||
Notes payable - related party
|
12,010 | 12,510 | ||||||
Accrued interest payable - related party
|
15,374 | 598 | ||||||
Line of credit - related party
|
47,270 | 16,820 | ||||||
Notes payable, net of unamortized debt discount of $2,100
|
30,900 | - | ||||||
Total current liabilities
|
148,669 | 175,778 | ||||||
Long-term liabilities:
|
||||||||
Notes payable - related party
|
500,278 | - | ||||||
Total long-term liabilities
|
500,278 | - | ||||||
Total liabilities
|
648,947 | 175,778 | ||||||
Stockholders' deficit:
|
||||||||
Preferred stock, $0.001 par value, 10,000,000 shares
|
||||||||
authorized, no shares issued and outstanding
|
||||||||
as of June 30, 2011 and December 31, 2010, respectively
|
- | - | ||||||
Common stock, $0.001 par value, 100,000,000 shares
|
||||||||
authorized, 5,757,460 and 374,729 shares issued and outstanding
|
||||||||
as of June 30, 2011 and December 31, 2010, respectively
|
5,757 | 375 | ||||||
Additional paid-in capital
|
1,691,335 | 1,219,218 | ||||||
Subscriptions payable
|
56,600 | 50,000 | ||||||
Deficit accumulated during development stage
|
(2,109,019 | ) | (1,445,323 | ) | ||||
Total stockholders' deficit
|
(355,327 | ) | (175,730 | ) | ||||
Total liabilities and stockholders' deficit
|
$ | 293,620 | $ | 48 |
BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
|
||||||||||||||||||||
(A DEVELOPMENT STAGE COMPANY)
|
||||||||||||||||||||
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||||||||||||
Inception
|
||||||||||||||||||||
(March 7, 2008)
|
||||||||||||||||||||
For the three months ended
|
For the six months ended
|
to
|
||||||||||||||||||
June 30,
|
June 30,
|
June 30,
|
||||||||||||||||||
2011
|
2010
|
2011
|
2010
|
2011
|
||||||||||||||||
(restated)
|
(restated)
|
(restated)
|
||||||||||||||||||
Revenue
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
Operating expenses:
|
||||||||||||||||||||
General and administrative
|
55,829 | 750 | 72,761 | 11,443 | 129,069 | |||||||||||||||
Product development - related party
|
- | - | - | 39,576 | 336,014 | |||||||||||||||
Professional fees
|
38,179 | 181,331 | 51,219 | 579,172 | 1,103,347 | |||||||||||||||
Total operating expenses
|
94,008 | 182,081 | 123,980 | 630,191 | 1,568,430 | |||||||||||||||
Other expenses:
|
||||||||||||||||||||
Interest expense - related party
|
(506 | ) | (227 | ) | (15,054 | ) | (323 | ) | (15,927 | ) | ||||||||||
Interest expense
|
(1,920 | ) | - | (24,662 | ) | (750 | ) | (24,662 | ) | |||||||||||
Total other expenses
|
(2,426 | ) | (227 | ) | (39,716 | ) | (1,073 | ) | (40,589 | ) | ||||||||||
Net loss
|
$ | (96,434 | ) | $ | (182,308 | ) | $ | (163,696 | ) | $ | (631,264 | ) | $ | (1,609,019 | ) | |||||
Weighted average number of common shares
|
3,079,188 | 318,610 | 1,746,862 | 310,067 | ||||||||||||||||
outstanding - basic
|
||||||||||||||||||||
Net loss per common share - basic
|
$ | (0.24 | ) | $ | (0.60 | ) | $ | (0.41 | ) | $ | (2.09 | ) |
BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
|
||||||||||||
(A DEVELOPMENT STAGE COMPANY)
|
||||||||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
Inception
|
||||||||||||
(March 7, 2008)
|
||||||||||||
For the six months ended
|
to
|
|||||||||||
June 30,
|
June 30,
|
|||||||||||
2011
|
2010
|
2011
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
(restated)
|
(restated)
|
||||||||||
Net loss
|
$ | (163,696 | ) | $ | (631,264 | ) | $ | (1,609,019 | ) | |||
Adjustments to reconcile net loss
|
||||||||||||
to net cash used in operating activities:
|
||||||||||||
Shares issued for services
|
12,500 | - | 487,500 | |||||||||
Shares issued for employment agreement
|
40,000 | 207,500 | 40,000 | |||||||||
Warrants issued for services
|
- | 308,176 | 308,176 | |||||||||
Write-off of inventory deposit
|
- | 21,000 | ||||||||||
Shares payable for services
|
- | - | 50,000 | |||||||||
Non-cash financing cost
|
21,781 | - | 22,056 | |||||||||
Amortization of deferred financing cost
|
1,980 | - | 1,980 | |||||||||
Amortization of debt discount
|
900 | - | 900 | |||||||||
Changes in operating assets and liabilities:
|
||||||||||||
(Increase) in prepaid expenses
|
- | 3,500 | (7,000 | ) | ||||||||
Decrease in prepaid inventory - related party
|
- | 7,000 | - | |||||||||
Decrease in other receivables
|
- | (14,000 | ) | (14,000 | ) | |||||||
(Increase) in security deposits
|
(1,500 | ) | - | (1,500 | ) | |||||||
Increase (decrease) in accounts payable
|
2,341 | 49,525 | 133,532 | |||||||||
Increase in accounts payable - related party
|
- | - | 343 | |||||||||
Increase in accrued salaries - related party
|
9,500 | - | 9,500 | |||||||||
Increase in deferred revenue
|
- | - | 14,235 | |||||||||
Increase in accrued interest payable - related party
|
15,054 | 324 | 15,652 | |||||||||
Net cash used in operating activities
|
(61,140 | ) | (69,239 | ) | (526,645 | ) | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
Payments for due from related party
|
- | (40,000 | ) | (40,000 | ) | |||||||
Repayments from due from related party
|
- | 40,000 | 40,000 | |||||||||
Net cash used in investing activities
|
- | - | - | |||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
Bank overdraft
|
1,142 | - | 1,223 | |||||||||
Proceeds from notes payable - related party
|
850 | 21,950 | 12,610 | |||||||||
Repayments of notes payable - related party
|
(1,350 | ) | - | (1,350 | ) | |||||||
Proceeds from line of credit - related party
|
30,450 | - | 47,270 | |||||||||
Proceeds from notes payable
|
30,000 | - | 38,500 | |||||||||
Proceeds from sale of common stock, net of offering costs
|
- | 43,500 | 421,282 | |||||||||
Donated capital
|
- | 3,555 | 7,110 | |||||||||
Net cash provided by financing activities
|
61,092 | 69,005 | 526,645 | |||||||||
NET CHANGE IN CASH
|
(48 | ) | (234 | ) | - | |||||||
CASH AT BEGINNING OF YEAR
|
48 | 1,238 | - | |||||||||
CASH AT END OF YEAR
|
$ | - | $ | 1,004 | $ | - | ||||||
$ | - | |||||||||||
SUPPLEMENTAL INFORMATION:
|
||||||||||||
Interest paid
|
$ | - | $ | - | $ | - | ||||||
Income taxes paid
|
$ | - | $ | - | $ | - | ||||||
Non-cash investing and financing activities:
|
||||||||||||
Shares issued as settlement of accounts payable
|
$ | (115,718 | ) | $ | - | $ | (115,718 | ) | ||||
Shares issued for employment agreement
|
$ | (40,000 | ) | $ | - | $ | (40,000 | ) | ||||
Shares issued for services
|
$ | - | $ | - | $ | 10,000 | ||||||
Warrants issued for services
|
$ | - | $ | 308,176 | $ | 308,176 | ||||||
Shares issued for prepaid stock compensation
|
$ | 300,000 | $ | - | $ | - | ||||||
Amortization of prepaid stock compensation
|
$ | 12,500 | $ | 207,500 | $ | 477,500 | ||||||
Deemed distribution to majority shareholder
|
$ | (500,000 | ) | $ | - | $ | (500,000 | ) |
As Previously Reported
|
Adjustments for Pooling with Bollente, Inc.
|
As Restated
|
||||||||||
Cash
|
$ | 48 | $ | - | $ | 48 | ||||||
Total Current Assets
|
48 | - | 48 | |||||||||
Total Assets
|
$ | 48 | $ | - | $ | 48 | ||||||
Bank Overdraft
|
$ | - | $ | 81 | $ | 81 | ||||||
Accounts Payable
|
145,426 | - | 145,426 | |||||||||
Accounts Payable - Related Party
|
343 | - | 343 | |||||||||
Notes Payable - Related Party
|
16,132 | (3,622 | ) | 12,510 | ||||||||
Accrued Interest Payable - Related Party
|
598 | - | 598 | |||||||||
Line of Credit - Related Party
|
16,820 | - | 16,820 | |||||||||
Total Current Liabilities
|
179,319 | (3,541 | ) | 175,778 | ||||||||
Total Liabilities
|
179,319 | (3,541 | ) | 175,778 | ||||||||
Common Stock
|
375 | - | 375 | |||||||||
Additional Paid in Capital
|
1,184,943 | 34,275 | 1,219,218 | |||||||||
Subscriptions Payable
|
50,000 | - | 50,000 | |||||||||
Deficit Accumulated During Development Stage
|
(1,414,589 | ) | (30,734 | ) | (1,445,323 | ) | ||||||
Total Stockholders' Deficit
|
(179,271 | ) | 3,541 | (175,730 | ) | |||||||
Total Liabilities and Stockholders' Deficit
|
$ | 48 | $ | - | $ | 48 |
As Previously Reported
|
Adjustments for Pooling with Bollente, Inc.
|
As Restated
|
||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||
General and Administrative
|
249 | 501 | 750 | |||||||||
Professional Fees
|
181,332 | (1 | ) | 181,331 | ||||||||
Total Operating Expenses
|
181,581 | 500 | 182,081 | |||||||||
Interest Expense - Related Party
|
(111 | ) | (116 | ) | (227 | ) | ||||||
Total Other Expenses
|
(111 | ) | (116 | ) | (227 | ) | ||||||
Net Loss
|
$ | (181,692 | ) | $ | (616 | ) | $ | (182,308 | ) | |||
Weighted Average Number of Common
|
||||||||||||
Shares Outstanding - Basic
|
301,429 | 301,429 | ||||||||||
Net Loss per Common Share - Basic
|
$ | (0.60 | ) | $ | (0.60 | ) |
As Previously Reported
|
Adjustments for Pooling with Bollente, Inc.
|
As Restated
|
||||||||||
Revenue
|
$ | - | $ | - | $ | - | ||||||
General and Administrative
|
8,822 | 2,621 | 11,443 | |||||||||
Product Development - Related Party
|
39,576 | - | 39,576 | |||||||||
Professional Fees
|
574,672 | 4,500 | 579,172 | |||||||||
Total Operating Expenses
|
623,070 | 7,121 | 630,191 | |||||||||
Interest Expense - Related Party
|
(128 | ) | (195 | ) | (323 | ) | ||||||
Interest Expense
|
- | (750 | ) | (750 | ) | |||||||
Total Other Expenses
|
(128 | ) | (945 | ) | (1,073 | ) | ||||||
Net Loss
|
$ | (623,198 | ) | $ | (8,066 | ) | $ | (631,264 | ) | |||
Weighted Average Number of Common
|
||||||||||||
Shares Outstanding - Basic
|
301,429 | 301,429 | ||||||||||
Net Loss per Common Share - Basic
|
$ | (2.07 | ) | $ | (2.09 | ) |
June 30,
2011
|
December 31, 2010
|
|||||||
Note payable to an entity owned and controlled by an officer and director of the Company, unsecured, 0% interest, due upon demand
|
$ | 9,400 | $ | 9,400 | ||||
Note payable to a former officer, director and shareholder, unsecured, 0% interest, due upon demand
|
160 | 160 | ||||||
Note payable to an entity owned and controlled by an officer and director of the Company, unsecured, 10% interest, due July 2010, in default as of June 30, 2011
|
800 | 800 | ||||||
Note payable to an entity owned and controlled by an officer and director of the Company, unsecured, 10% interest, due August 2010, in default as of June 30, 2011
|
1,400 | 1,400 | ||||||
Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand
|
250 | - | ||||||
Note payable to a shareholder, unsecured, 0% interest, due upon demand
|
- | 750 | ||||||
Notes Payable – Current
|
$ | 12,010 | $ | 12,510 |
June 30,
2011
|
December 31, 2010
|
|||||||
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2011
|
$ | 47,270 | $ | 16,820 | ||||
Line of credit – Current
|
$ | 47,270 | $ | 16,820 |
June 30,
2011
|
December 31, 2010
|
|||||||
Note payable to an unrelated third party, unsecured, $3,000 in debt discount, due May 2012
|
$ | 33,000 | $ | - | ||||
Unamortized debt discount
|
(2,100 | ) | - | |||||
Notes Payable – Long-Term
|
$ | 30,900 | $ | - |
June 30,
2011
|
December 31, 2010
|
|||||||
Note payable with a shareholder, unsecured, 8% interest, quarterly payments of interest only, due February 2014
|
$ | 500,000 | $ | - | ||||
Original issue discount
|
278 | |||||||
Notes Payable – Long Term
|
$ | 500,278 | $ | - |
Number
of Warrants
|
Weighted-Average
Exercise Price
|
|||||||
Outstanding at January 1, 2011
|
20,000 | $ | 15.50 | |||||
Granted
|
- | $ | 0.50 | |||||
Exercised
|
- | $ | 0.00 | |||||
Cancelled
|
- | $ | 0.00 | |||||
Outstanding at June 30, 2011
|
20,000 | $ | 15.50 | |||||
Warrants exercisable at June 30, 2011
|
20,000 | $ | 15.50 |
STOCK WARRANTS OUTSTANDING AND EXERCISABLE
|
||||||
Exercise Price
|
Number of
Warrants
Outstanding
|
Weighted-Average
Remaining
Contractual
Life in Years
|
Weighted-
Average
Exercise Price
|
|||
$ 15.50
|
20,000
|
1.67
|
$ 15.50
|
·
|
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;
|
·
|
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.
|
Six months Ended
June 30,
|
||||||||
2011
|
2010
|
|||||||
Net cash provided by (used in) operating activities
|
$ | (61,140 | ) | $ | (69,239 | ) | ||
Net cash provided by (used in) investing activities
|
- | - | ||||||
Net cash provided by (used in) financing activities
|
61,092 | 69,005 | ||||||
Net increase/(decrease) in Cash
|
(48 | ) | (234 | ) | ||||
Cash, beginning
|
48 | 1,238 | ||||||
Cash, ending
|
$ | - | $ | 1,004 |
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
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/S/ Robertson J. Orr | |
Robertson J. Orr
|
|
President and
|
|
Principal Financial Officer
|
|
October 17, 2011
|
BOLLENTE COMPANIES, INC. - CONSOLIDATED BALANCE SHEETS (PARENTHETICAL) (USD $) | Jun. 30, 2011 | Dec. 31, 2010 |
---|---|---|
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, authorized | 10,000,000 | 10,000,000 |
Preferred Stock, issued and outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, authorized | 100,000,000 | 100,000,000 |
Common Stock, issued and outstanding | 5,757,460 | 374,729 |
BOLLENTE COMPANIES, INC. - CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | 40 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2011 | Jun. 30, 2010 | Jun. 30, 2011 | Jun. 30, 2010 | Jun. 30, 2011 | |
Operating expenses: | |||||
General and administrative | $ 55,829 | $ 750 | $ 72,761 | $ 11,443 | $ 129,069 |
Product development - related party | 39,576 | 336,014 | |||
Professional fees | 38,179 | 181,331 | 51,219 | 579,172 | 1,103,347 |
Total operating expenses | 94,008 | 182,081 | 123,980 | 630,191 | 1,568,430 |
Other expenses: | |||||
Interest expense - related party | (506) | (227) | (15,054) | (323) | (15,927) |
Interest expense | (1,920) | (24,662) | (750) | (24,662) | |
Total other expenses | (2,426) | (227) | (39,716) | (1,073) | (40,589) |
Net loss | $ (96,434) | $ (182,308) | $ (163,696) | $ (631,264) | $ (1,609,019) |
Weighted average number of common shares outstanding - basic | 3,079,188 | 318,610 | 1,746,862 | 310,067 | |
Net loss per common share - basic | $ (0.03) | $ (0.57) | $ (0.09) | $ (2.04) |
Document and Entity Information | 3 Months Ended | |
---|---|---|
Jun. 30, 2011 | Sep. 14, 2011 | |
Document and Entity Information | ||
Entity Registrant Name | Bollente Companies Inc. | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2011 | |
Amendment Flag | false | |
Entity Central Index Key | 0001429393 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 5,757,460 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Document Fiscal Year Focus | 2011 | |
Document Fiscal Period Focus | Q2 |
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Related Party Disclosures | 6 Months Ended |
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Related Party Disclosures | |
Related Party Transactions Disclosure [Text Block] | NOTE 11 RELATED PARTY TRANSACTIONS As of June 30, 2011, the Company had accounts payable totaling $343 due to an entity that is owned and controlled by a former officer, director and shareholder of the Company. As of June 30, 2011, the Company had accrued salaries of $9,500 due to an officer of the Company. |
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Mergers, Acquisitions and Dispositions Disclosures [Text Block] | NOTE 3 ACQUISITION OF BOLLENTE, INC. On March 7, 2011, the Company entered into a reverse triangular merger by and among Woodmans Lumber and Millworks Peru (Woodmans), a Nevada corporation and wholly owned subsidiary of the Registrant, and Bollente, Inc., a Nevada corporation, Woodmans and Bollente being the constituent entities in the merger, whereby the Company intends to issue 4,707,727 shares of its 144 restricted common stock in exchange for 100% of Bollentes outstanding membership interest. Pursuant to the terms of the merger, Woodmans will be merged with Bollente wherein Woodmans shall cease to exist and Bollente will become a wholly owned subsidiary of the Company. Subject to the terms and conditions set forth in the Merger Agreement, the Merger is anticipated to become effective on or before April 15, 2011. The Merger with Bollente, upon closing, will provide the Company with the ownership of 100% of Bollente. On May 17, 2011, the Company issued 4,707,727 shares of common stock and the merger closed. On the date of acquisition, Bollente, Inc. was 2.78% owned and controlled 100% by Robertson J. Orr, a majority shareholder and officer and director of Bollente Companies, Inc. and the acquisition was accounted for by means of a pooling of the entities under GAAP because the entities were under common control at the time of the transaction. Accordingly the accompanying financial statements include the results of Bollente, Inc. from the date of inception of Bollente Companies, Inc. on March 7, 2008. On the date of acquisition Bollente, Inc. did not have any material assets and liabilities. The consideration for the purchase of Bollente, Inc. was 4,707,727 shares of Bollente Companies, Inc. Robertson J. Orr, a shareholder and officer and director of Bollente, Inc. is also a shareholder in Bollente Companies, Inc., holding 10,000 shares of the 674,733 shares outstanding at the date of the acquisition. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combination Disclosure [Text Block] | NOTE 4 BUSINESS COMBINATION In May 2011, the Company completed its acquisition of Bollente, Inc. and the Company was required to record the transaction as a pooling of entities. The prior year financial statements were revised as a result of the acquisition. The following is a summary of the impact of these revisions on the Companys consolidated balance sheet as of December 31, 2010:
The following is a summary of the impact of these revisions on the Companys consolidated statement of operations for the three months ended June 30, 2010:
The following is a summary of the impact of these revisions on the Companys consolidated statement of operations for the six months ended June 30, 2010:
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Debt Disclosure [Text Block] | NOTE 5 NOTES PAYABLE RELATED PARTY Notes payable consist of the following at:
Interest expense for the three months ended June 30, 2011 and 2010 was $506 and $227, respectively. Interest expense for the six months ended June 30, 2011 and 2010 was $776 and $323, respectively. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Short-term Debt [Text Block] | NOTE 6 NOTES PAYABLE Notes payable consist of the following at:
Interest expense for the three months ended June 30, 2011 and 2010 was $1,920 and $0, respectively. Interest expense for the six months ended June 30, 2011 and 2010 was $2,880 and $0, respectively. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt [Text Block] | NOTE 7 LONG TERM NOTES PAYABLE RELATED PARTY Notes payable consists of the following at:
Interest expense for the three months ended June 30, 2011 and 2010 was $14,000 and $0, respectively. Interest expense for the six months ended June 30, 2011 and 2010 was $14,000 and $0, respectively. |
Subsequent Events | 6 Months Ended |
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Jun. 30, 2011 | |
Subsequent Events | |
Subsequent Events [Text Block] | NOTE 12 SUBSEQUENT EVENTS During July 2011, the Company received $400 from a shareholder as an advance under the line of credit. During August 2011, the Company sold 200,000 shares of common stock for cash totaling $50,000. |
Accounting Policies | 6 Months Ended |
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Jun. 30, 2011 | |
Accounting Policies | |
Significant Accounting Policies [Text Block] | 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 year ended December 31, 2010 and notes thereto included in the Companys 10-K annual report along with the restatement footnote included below and all amendments and the 8-K to be filed in 2011. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim period are not indicative of annual results. Principles of consolidation The consolidated financial statements include the accounts of Bollente Companies, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On the date of acquisition, Bollente, Inc. was 2.78% owned and controlled 100% by Robertson J. Orr, a majority shareholder and officer and director of Bollente Companies, Inc. and the acquisition was accounted for by means of a pooling of the entities from the date of inception of Bollente Companies, Inc. on March 7, 2008 because the entities were under common control. All significant inter-company transactions and balances have been eliminated. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. 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. Recent pronouncements The Company has evaluated recent accounting pronouncements through ASU 2011-07 and believes that none of them will have a material effect on the Companys financial statements. |
Equity | 3 Months Ended |
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Jun. 30, 2011 | |
Equity | |
Stockholders' Equity Note Disclosure [Text Block] | 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. All shares and per share amounts have been retroactively restated to reflect the split discussed above. Common Stock During the six months ended June 30, 2011 the Company entered into the following transactions to issue common stock: On February 17, 2011, the Company agreed to issue 30,000 shares of common stock issued in connection with a promissory note. The shares were valued according to the fair value of the common stock at $6,600, the value was capitalized as deferred financing cost and will be amortized until date of maturity which is May 2012. As of June 30, 2011, the shares are unissued and are recorded as stock payable. On February 24, 2011, the Company recorded a deemed distribution of $500,000 related to the acquisition of in process research and development from a related party. The Company received the in process research and development in exchange for a long term promissory note of $500,000. On March 23, 2011, the Company issued 250,000 shares of common stock to settle account payable totaling $115,718. The shares were valued according to the fair value of the common stock as of March 7, 2011. The fair value of the shares exceeded the value of the accounts payable by $21,782 which was recorded in the statement of operations as interest expense. On May 1, 2011, the Company issued 50,000 shares of common stock to an officer, director and shareholder of the Company as part of his employment agreement totaling $40,000. The shares were valued according to the fair value of the common stock as of May 31, 2011. On May 16, 2011, the Company issued a total of 4,707,727 shares of common stock for the acquisition of Bollente, Inc. On June 21, 2011, the Company issued a total of 375,000 shares of common stock issued as part of consulting agreements with various entities and individuals totaling $300,000. The shares were valued according to the fair value of the common stock. The value of the shares was recorded as prepaid expense and will be amortized over one year which is the related service period of the respective agreements. During the six months ended June 30, 2011, there have been no other issuances of common stock. |
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Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | NOTE 9 WARRANTS The following is a summary of the status of all of the Companys stock warrants as of June 30, 2011 and changes during the six months ended on that date:
The following table summarizes information about stock warrants outstanding and exercisable at June 30, 2011:
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Commitment and Contingencies | 6 Months Ended |
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Jun. 30, 2011 | |
Commitment and Contingencies | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 10 AGREEMENTS Lease Agreement On January 3, 2011, the Company executed a sublease agreement with Perigon Companies, LLC, a related party. The lease term is month to month at a rate of $1,500 per month. The Company paid a refundable security deposit of $1,500. Rent expense for the three months ended June 30, 2011 was $4,500. Rent expense for the six months ended June 30, 2011 was $9,000. Employment Agreement On March 1, 2011, the Company entered into an employment agreement with the President of the Company. The officer will receive annual compensation of $42,000 due monthly. Additionally, the officer will receive 50,000 shares of common stock every quarter thereafter during the term of his employment. Compensation expense for the three months ended June 30, 2011 was $10,500 and is recorded in general and administrative expenses. Compensation expense for the six months ended June 30, 2011 was $14,000 which was included in general and administrative expenses. During the three months ended June 30, 2011, the officer received 50,000 shares of common stock. Consulting Agreements On June 3, 2010, the Company executed a consulting and financial advisory agreement with an entity to assist the Company with financial and management consulting services. The Company agreed to issue 15,000 shares of common stock upon execution of the agreement. The agreement expires on December 2, 2010. On June 25, 2010, the Company issued 15,000 shares. Additionally, the Company agreed to a fixed quarterly fee of 5,000 shares of common stock which will be due on July 1, 2010 and October 1, 2010. As of June 30, 2011, the Company had a stock payable totaling $50,000 for the 10,000 shares that have not been issued. |
Organization, Consolidation and Presentation of Financial Statements | 6 Months Ended |
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Jun. 30, 2011 | |
Organization, Consolidation and Presentation of Financial Statements | |
Going Concern Note | NOTE 2 GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (March 7, 2008) through the period ended June 30, 2011 of ($1,609,019). In addition, the Companys 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. |