10-Q

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 June 30, 2014

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

Commission file number 000-54219

BOLLENTE COMPANIES, INC.

(Exact name of registrant as specified in its charter)

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

Columbia Center

401 West A Street

Suite 1150

San Diego, CA 92101

(619) 704-1310

Fax (619) 704-0556

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x    No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨   No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.

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

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

Yes ¨     No x

The number of shares of Common Stock, $0.001 par value, outstanding on August 11, 2014, was 14,754,620 shares.

1

BOLLENTE COMPANIES INC.

QUARTERLY PERIOD ENDED JUNE 30, 2014

Index to Report on Form 10-Q

		Page No.
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults Upon Senior Securities
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
	Signature	27

2

PART I – FINANCIAL INFORMATION

Item 1.                                Financial Statements

BOLLENTE COMPANIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(unaudited)
	June 30,	December 31,
	2014	2013
ASSETS
Current assets:
Cash	$       115,180	$          4,329
Accounts receivable	34,821	-
Prepaid expenses	116,462	24,761
Other receivables	130
Prepaid stock compensation	742,418	1,228,201
Total current assets	1,009,011	1,257,291
Fixed assets, net	10,776	-
Other assets:
Security deposits	1,500	1,500
Trademarks	825	550
Prepaid stock compensation - long term portion	73,333
Website	50,459	58,598
Total other assets	126,117	60,648
Total assets	$    1,145,904	$    1,317,939
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$       279,520	$         76,769
Credit cards	3,500	-
Customer deposits	700	-
Accrued salaries - related party	13,065	10,869
Accrued payroll taxes	11,891	11,891
Notes payable - related party	450	500,450
Accrued interest payable - related party	-	1,599
Line of credit - related party	-	49,051
Notes payable, net of unamortized debt discount of $0	150,000	30,250
Total current liabilities	459,126	680,879
Total liabilities	459,126	680,879
Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of June 30, 2014 and December 31, 2013, respectively	-	-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 14,754,620 and 10,242,460 shares issued and outstanding
as of June 30, 2014 and December 31, 2013, respectively	14,755	10,243
Additional paid-in capital	11,518,001	7,010,353
Subscriptions receivable	(40,000)	-
Subscriptions payable	249,850	94,850
Deficit accumulated during development stage	(11,055,828)	(6,478,386)
Total stockholders' equity	686,778	637,060
Total liabilities and stockholders' equity	$    1,145,904	$    1,317,939
See accompanying notes to consolidated financial statements.

3

BOLLENTE COMPANIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
													Inception
													(March 7, 2008)
	For the three months ended						For the six months ended						to
	June 30,						June 30,						June 30,
	2014			2013			2014			2013			2014
Revenue	$	57,481		$	-		$	75,507		$	-		$	75,507
Cost of good sold		(131,763	)		-			(185,613	)		-			(185,613	)
Gross profit		(74,282	)		-			(110,106	)		-			(110,106	)
Operating expenses:
General and administrative		462,893			10,784			753,806			22,014			1,010,994
General and administrative - related party		-			-			-			-			22,100
Executive compensation		48,750			21,750			117,000			51,021			638,302
Product development - related party		-			-			-			-			336,014
Research and development		318,358			37,781			649,888			140,861			1,056,769
Professional fees		884,173			359,882			2,112,546			715,096			6,890,132
Total operating expenses		1,714,174			430,197			3,633,240			928,992			9,954,311
Other income (expenses):
Other income		182			-			182			-			182
Interest expense - related party		(388	)		(10,767	)		(9,079	)		(20,973	)		(134,533	)
Interest expense		-			(156	)		(200	)		(295	)		(32,060	)
Loss on debt conversion		(825,000	)		-			(825,000	)		-			(825,000	)
Total other expenses		(825,206	)		(10,923	)		(834,097	)		(21,268	)		(991,411	)
Net loss	$	(2,613,662	)	$	(441,120	)	$	(4,577,443	)	$	(950,260	)	$	(11,055,828	)
Net loss per common share - basic	$	(0.18	)	$	(0.05	)	$	(0.36	)	$	(0.12	)
Weighted average number of common shares		14,523,035			8,152,460			12,827,759			8,152,460
outstanding - basic
See accompanying notes to consolidated financial statements.

4

BOLLENTE COMPANIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
							Inception
							(March 7, 2008)
	For the six months ended						to
	June 30,						June 30,
	2014			2013			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,577,443	)	$	(950,260	)	$	(11,055,828	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Shares issued for services		223,911			672,000			3,012,560
Depreciation		1,273			-			1,273
Shares issued for employment agreement		247,500			45,000			689,200
Shares issued for prepaid stock compensation		1,399,950			-			2,613,950
Warrants issued for services		-			-			308,176
Write-off of inventory deposit		-			-			21,000
Non-cash financing cost		-			-			22,056
Loss on debt conversion		825,000			-			825,000
Amortization of website costs		8,139						8,139
Amortization of deferred financing cost		-			-			6,600
Amortization of debt discount		-			-			3,000
Accrued rent expense - related party line of credit		21,000			-			63,000
Changes in operating assets and liabilities:
(Increase) in accounts receivable		(34,821	)					(34,821	)
(Increase) decrease in prepaid expenses		(91,701	)		100,362			(123,462	)
(Increase) in other receivables		(130	)		-			(14,130	)
(Increase) in security deposits		-			-			(1,500	)
Increase in accounts payable		202,752			48,824			364,442
Increase in credit card		3,500						3,500
Increase in accounts payable - related party		-			-			343
Increase in customer deposits		700						700
Increase in accrued salaries - related party		2,196			6,000			13,065
Increase in accrued payroll taxes		-			-			11,891
Increase in deferred revenue		-			-			14,235
Increase in accrued interest payable		-			110			621
Increase (decrease) in accrued interest payable - related party		(1,599	)		20,973			541
Net cash used in operating activities		(1,769,773	)		(56,991	)		(3,246,449	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase trademarks		(275	)		-			(825	)
Purchase website costs		-			-			(58,598	)
Purchase of fixed assets		(12,049	)					(12,049	)
Payments for due from related party		-			-			(44,372	)
Repayments from due from related party		-			-			40,000
Net cash used in investing activities		(12,324	)		-			(75,844	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related party		-			-			145,622
Repayments of notes payable - related party		(225,000	)		-			(228,050	)
Proceeds from line of credit - related party		-			53,700			173,470
Repayments of line of credit - related party		(70,051	)		-			(236,470	)
Proceeds from notes payable		150,000			-			191,760
Repayments for notes payable		(15,000	)		-			(17,750	)
Proceeds from sale of common stock, net of offering costs		2,052,999			-			3,401,781
Donated capital		-			-			7,110
Net cash provided by financing activities		1,892,948			53,700			3,437,473
NET CHANGE IN CASH		110,851			(3,291	)		115,180
CASH AT BEGINNING OF YEAR		4,329			3,872			-
CASH AT END OF YEAR	$	115,180		$	581		$	115,180
SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	-		$	75,497
Income taxes paid	$	-		$	-		$	-
Non-cash investing and financing activities:
Reclass accounts payable related party to accounts payable	$	-		$	-		$	343
Reclass notes payable related party to notes payable	$	-		$	-		$	11,760
Shares issued to settle notes payable	$	290,250		$	-		$	290,250
Shares issued as settlement of accounts payable	$	-		$	-		$	115,718
Shares issued for prepaid stock compensation	$	850,000		$	-		$	2,791,225
Warrants issued for services	$	-		$	-		$	308,176
Deemed distribution to majority shareholder	$	-		$	-		$	(516,563	)
See accompanying notes to consolidated financial statements.

5

BOLLENTE COMPANIES INC.

(A DEVELOPMENT STAGE COMPANY)

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, 2013 and 2012 and notes thereto included in the Company’s 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.

The Company has not yet commenced significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company. 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. On November 21, 2013, the Company formed a wholly owned subsidiary, Nuvola, Inc.  All significant inter-company transactions and balances have been eliminated.

Use of estimates

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

Cash and cash equivalents

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

Website

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

6

BOLLENTE COMPANIES INC.

(A DEVELOPMENT STAGE COMPANY)

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.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

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

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

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.

7

BOLLENTE COMPANIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Reclassifications

Certain reclassifications have been made to the prior quarters’ financial statements to conform to the current quarter presentation.  These reclassifications had no effect on previously reported results of operations.  The Company reclassified payroll and compensation to its executive from general and administrative expense to executive compensation. The Company also reclassified interest payable – related party to interest payable, as the loan holder is no longer considered a related party.

Recent pronouncements

The Company has evaluated recent accounting pronouncements through June 2014 and believes that none of them will have a material effect on the Company’s financial statements.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (March 7, 2008) through the period ended June 30, 2014 of ($11,055,828). 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 – WEBSITE

Website consists of the following at:

	June 30, 2014			December 31, 2013
Website	$	58,598		$	58,598
Less: Accumulated amortization		(8,139	)		-
Website, net	$	50,459		$	58,598

Amortization expense for the three months ended June 30, 2014 and 2013 was $4,883 and $0, respectively.  Amortization expense for the six months ended June 30, 2014 and 2013 was $8,139 and $0, respectively.

8

BOLLENTE COMPANIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4 – NOTES PAYABLE – RELATED PARTY

Notes payable consist of the following at:

	June 30, 2014		December 31, 2013
Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand	$	450	$	450
Note payable with a shareholder, unsecured, 5% interest, due February 2015		-		500,000
Notes Payable – Current	$	450	$	500,450

	June 30, 2014		December 31, 2013
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2014	$	-	$	49,051
Line of credit – Current	$	-	$	49,051

Interest expense for the three months ended June 30, 2014 and 2013 was $388 and $10,767, respectively.  Interest expense for the six months ended June 30, 2014 and 2013 was $9,079 and $20,973, respectively.

NOTE 5 – NOTES PAYABLE

	June 30, 2014		December 31, 2013
Note payable to an unrelated third party, unsecured, due May 2012, in default as of March 31, 2014	$	-	$	30,250
Convertible note payable to an unrelated third party, secured, 8% interest, due June 2015		50,000		-
Convertible note payable to an unrelated third party, unsecured, 8% interest, due June 2015		100,000		-
Notes Payable – Current	$	150,000	$	30,250

During April 2014, the Company converted $15,250 of the principal balance into 15,250 shares of common stock.

Interest expense, including the amortization of the debt discount and the amortization of the deferred financing cost for the three months ended June 30, 2014 and 2013 was $0 and $156, respectively.  Interest expense, including the amortization of the debt discount and the amortization of the deferred financing cost for the six months ended June 30, 2014 and 2013 was $200 and $295, respectively.

9

BOLLENTE COMPANIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 6 – 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, 2014, the Company issued a total of 1,937,999 of common stock for cash received of $1,887,999, of which $50,000 of the funds were received as of December 31, 2013 and recorded as stock payable. Additionally $215,000 were received in cash under subscription, however the shares were not issued as of June 30, 2014 and accordingly recorded as a stock payable.

During the three months ended March 31, 2014, the Company issued 40,000 shares of common stock for funds not yet received.  As of June 30, 2014, the funds have not yet been received.

During the three months ended June 30, 2014, the Company issued a total of 385,000 shares of common stock owed to employees of the Company as part of their employment agreement totaling $385,000 , based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24..

During the three months ended June 30, 2014, the Company issued 350,000 shares of common stock for consulting services totaling $350,000 to be performed over a period of one year.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24..

During the three months ended March 31, 2014, the Company issued 200,000 shares of common stock for consulting services totaling $200,000 to be performed over a period of two years.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24..

During the three months ended June 30, 2014, the Company issued 50,000 shares of common stock for consulting services totaling $50,000 to be performed over a period of fifteen months.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24..

During the three months ended June 30, 2014, the Company issued 250,000 shares of common stock for consulting services totaling $250,000 to be performed over a period of five and a half months.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24.

During the six months ended June 30, 2014, the Company issued 223,911 shares of common stock for consulting services totaling $223,911.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24..

On April 2, 2014, the Company issued 1,100,000 shares of common stock in exchange for a settlement of debt with a related party.  The related party is a shareholder of the Company.  The principal amount of the debt was $275,000 and the accrued interest was $387.  The Company recognized a loss on debt settlement of $825,000.

10

BOLLENTE COMPANIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 6 – STOCKHOLDERS’ EQUITY (CONTINUED)

Common stock (continued)

During the three months ended June 30, 2014, the Company issued 15,250 shares of common stock in exchange for a settlement of debt for $15,250 with a related party.  The related party is a shareholder of the Company.  The principal amount of the debt was $3,000.

NOTE 7 – PREPAID STOCK COMPENSATION

During the first quarter ended March 31, 2014, the Company issued a total of 200,000 shares of common stock as part of three consulting agreements totaling $200,000.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24..  The value of the shares was recorded as prepaid expense and is being amortized over two year which is the related service period of the respective agreements.

During the quarter ended June 30, 2014, the Company issued a total of 350,000 shares of common stock as part of three consulting agreements totaling $350,000.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24.  The value of the shares was recorded as prepaid expense and is being amortized over one year which is the related service period of the respective agreements.  

During the quarter ended June 30, 2014, the Company issued a total of 275,000 shares of common stock as part of an employment agreement totaling $275,000.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24.  The value of the shares was recorded as prepaid expense and is being amortized over six months which is the related service period of the agreement.  

During the quarter ended June 30, 2014, the Company issued a total of 50,000 shares of common stock as part of a consulting agreement totaling $50,000.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24.  The value of the shares was recorded as prepaid expense and is being amortized over fifteen months which is the related service period of the agreement.  

During the quarter ended June 30, 2014, the Company issued a total of 250,000 shares of common stock as part of a consulting agreement totaling $250,000.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24.  The value of the shares was recorded as prepaid expense and is being amortized over five and a half months which is the related service period of the agreement.  

For the six months ended June 30, 2014, the Company expensed $1,537,450 as professional fees with a remaining prepaid expense amount totaling $815,751 at June, 30, 2014.

NOTE 8 – AGREEMENTS

Lease agreement

In January 2014, the Company executed a sublease agreement with Perigon Companies, LLC, a related party.  The lease term is one year at a rate of $3,500 per month.  The Company paid a refundable security deposit of $1,500.  Rent expense for the three months ended June 30, 2014 and 2013 was $10,500 and $10,500, respectively.  Rent expense for the six months ended June 30, 2014 and 2013 was $21,000 and $21,000, respectively.

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BOLLENTE COMPANIES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 8 – AGREEMENTS (CONTINUED)

Employment agreement

Effective January 2014, the Company executed a two year employment agreement with the Vice President of Sales.  The individual will receive annual compensation of $125,000 per year.  The individual will earn a bonus of $40,000 when the Company sells and receives payment for 1,500 tankless hot water systems during the twelve months ended January 31, 2015.  The individual will earn a bonus of $40,000 when the Company sells and receives payment for 3,000 tankless hot water systems during the twelve months ended January 31, 2016.  The individual is also eligible for a commission equal to 2% of gross sales of tankless hot water systems.

Additionally, there were 5,000 shares due upon execution of the agreement, 5,000 shares due on July 15, 2014, 5,000 shares due on February 1, 2015, and 5,000 shares due on July 1, 2015.

Effective March 1, 2014, the Company executed an employment agreement with the President of the Company.  The officer will receive annual compensation of $75,000 due monthly.  The officer can choose to receive the compensation in cash or in shares of common stock at $1 per share.  Additionally, the Company will issue 60,000 shares of common stock upon execution of the agreement and 30,000 shares of common stock per quarter starting from the three months ended May 31, 2014.

NOTE 9 – SUBSEQUENT EVENTS

During July 2014, the Company sold 29,000 shares of common stock for cash totaling $29,000. The shares as of the date of this report has not yet been issued.

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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.

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OVERVIEW AND OUTLOOK

Bollente Companies Inc. is a development stage company incorporated in the state of Nevada on March 7, 2008. On September 23, 2010, we changed our name from Alcantara Brands Corporation to Bollente Companies Inc.

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

As a result of the closing of the Merger, our main focus was redirected to the research and development of high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products.

On November 21, 2013, we formed Nuvola, Inc. (“Nuvola”), a Nevada corporation, as a wholly owned subsidiary of the Company. Nuvola will serve as the next-generation home automation and intelligence division of the Bollente portfolio and will work in conjunction with other portfolio companies to provide technical integration, innovation and ongoing revenue streams after the sale of the individual product. As a B2B technology solutions service, Nuvola will provide cloud-based technology, diagnostics, lead generation and fulfillment to installers and service providers of smart home products and appliances.

On January 28, 2014, the Board of Directors approved moving forward with plans to spin-off Nuvola, Inc.

On May 29, 2014, our subsidiary filed a Form 10 Registration Statement under the Securities Act of 1933 (SEC File No. 000-55212) pertaining to the registration of the Company’s class of Common Stock, par value $0.001. On July 25, 2013, our subsidiary filed a request to withdraw our Registration Statement on Form 10

(File No. 000-55212). However, we intend to refile the Form 10 Registration Statement and move forward with plans to spin-off Nuvola, Inc.

Business of Issuer

On February 24, 2011, Bollente, Inc. accepted an assignment of an engineering services contract from Perigon Companies, LLC, a Delaware limited liability company (“Perigon”), which is also a lender for Bollente, Inc. Perigon started to create an electric tankless water heater and the technology is in research and development. Perigon is owned and controlled by an individual who is a family member of one of the stockholders of the Company. Bollente agreed to accept the assignment for a promissory note of $500,000. The promissory note was due on February 24, 2014 and bears interest at 8% per annum. There are quarterly interest payments of $10,000 with a balloon payment of the principal balance and any accrued interest at the maturity date. In the event of default, the interest rate increases to 18% per annum. In February 2014, the Company and the lender agreed to extend the due date of the loan for $500,000 for an additional year and will be due in February 2015.

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Bollente’s first product is a high quality, whole-house, electric tankless water heater. The residential whole-house version and commercial version have been in research and development since late 2009; with early modeling and design work completed the remaining development has begun. Several novel and patentable technologies have been tested and prototype work is nearly completed on the primary line of tankless water heating products. We anticipate development work on the whole-house residential and commercial tankless water heaters will be substantially completed by our current engineering consultants. Once the management’s testing and certification criteria have been met, our engineering consultants will transition the product line to a contract manufacturer, who will begin full-scale production at which point we will be able to commence shipments.

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

For forty years, the Japanese have been manufacturing and using gas powered tankless water heaters for residential and commercial use. Companies that sell gas tankless brands in the U.S. are usually sourced from Japanese suppliers, such as Noritz, Rinnai, Takagi, and Paloma, none of which manufacture or sell electric tankless products. Gas tankless manufacturers have had an appreciable impact on the U.S. water heater market in recent years, gaining market share and partnering with well known companies in the space to further increase market share. Manufacturers of electric tankless water heaters have not achieved significant sales relative to gas tankless manufacturers despite the increased awareness for tankless water heaters in general due to many technical and market factors which we feel are addressed by our innovative products and marketing plan. We expect that Bollente’s tankless electric water heaters will fill the electric tankless market segment as the industry and consumers become aware of our improved technology. Bollente’s products are being engineered to provide quality, functionality, and performance at an attractive price point. The company expects to sell primarily through traditional plumbing wholesale distribution channels, as well as directly to national homebuilders and large plumbing wholesalers. Additionally, we believe licensing and co-branding opportunities are available in the industry.

Introduction to our Business Development Strategy

We have determined that as part of our growth strategy, we will seek to partner with or acquire entities operating in various fields, with a bias towards green and "clean-tech" sectors. Our management has experience in marketing, product launches, business development strategies, and certain other areas specific to the success of growth companies. We will operate with a view towards identifying acquisition candidates as we seek the rights to provide the market with products and services geared toward environmental responsibility.

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We have identified several agents who are well suited to provide consulting to high-growth technology and consumer products companies. We are currently negotiating with several agents possessing technical expertise related to planning, structuring, and capitalizing growth companies in the green and "clean-tech" sectors who will be tasked with creating additional revenues and assist the Company with our own planning, structure, and capitalization.

We have identified several entities that fit our criteria. We are focused on adding value to these companies and acquiring either the entity or its business, maintaining and growing that business, and hiring and utilizing existing management where appropriate. We have begun the design of a website which we believe will help us attract relationships with possible acquisition targets.

Intellectual Property & Proprietary Rights

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

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

To date, we have filed and received a United States federal trademark registration for trutankless® and our logo design with the help of our outside marketing and branding experts and have acquired several unique domain registrations reflective of our online marketing strategy (www.bollentecompanies.com). During the year ended December 31, 2013, our patent agent filed a provisional patent with the US Patent and Trademark Office with 37 claims based on our prototype design. Upon completion of our engineered prototype, we expect to file additional patents with additional claims. There is no guarantee that we will be able to obtain a formal patent for our tankless water heater. We will continue to protect our intellectual property through confidentiality agreements with vendors and consultants and trade secret protocols employed by employees, consultants, and contractors.

Product Overview

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

Tankless Industry Overview

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The U.S. gas tankless, whole-house, water heater market is dominated by five brands; Noritz, Rinnai, Takagi, Aqua Star by Bosch and Rheem by Paloma. The U.S. electric tankless, whole-house, water heater market is dominated by four brands; Seisco by Microtherm, Inc., Stiebel Eltron, Eemax and Power Star by Bosch. Until just a few years ago, there were only a few tankless water heater manufacturers with a presence in the United States, but that is changing. Now, several Japanese and European manufacturers have begun marketing products in the United States, and since 2003, gas tankless products have experienced dramatic growth. Electric tankless systems have not experienced comparable growth due to several factors, primarily product performance, capacity, product quality and electrical power supply and installation issues.

Manufacturers of tank heaters have a competitive advantage due largely to their product category’s long established use, name recognition, established distribution and brand position in the marketplace. Many plumbers and other building industry professionals were opposed to changing brands or to tankless systems because many tankless water heaters have been poorly designed in the past. As a result there is a perception among some contractors that these water heaters are more complicated and generally less dependable than traditional tank heaters. This perception is often passed along to consumers when making buying decisions or inquiring about switching to a tankless water heater. In recent years however, the industry has experienced a contraction in sales of products and services for new building projects. Consequently, higher ticket, higher margin products, such as tankless and solar water heating systems have become a primary growth driver for many plumbers and companies who had traditionally avoided emerging technologies.

While we believe that our products will have superior performance, such as endless hot water, superior longevity, greater efficiency and lower “life-cycle” costs than traditional tank water heaters, the Company’s success will depend to a large degree on the successful conversion of traditional water heater buyers to tankless water heater buyers. The acquisition price of tankless water heaters (both gas and electric) is greater than traditional tank water heaters, but the overall cost of ownership will be less than that of traditional tank technologies under typical circumstances. Although the public’s awareness of tankless systems has not been strong historically, sales growth in the sector is suggestive of increasing awareness.

Our marketing and promotion plans have been developed to increase the awareness of the Company’s brand as the preferred option to traditional tank systems. Bollente intends to position itself and its brand to capitalize on the paradigm shift to green-conscious living and development.

Target Markets

The United States market for residential tank water heaters in 2010 was approximately 7.65 million units according to data released by the Air-Conditioning, Heating, and Refrigeration Institute (AHRI). Almost 50% of those shipments were electric water heaters, and the company has found in comparing those statistics with government data, that over 90% of tank water heaters shipped in 2010 were intended for “replacement” installations.

Bollente will initially market its products to builders, remodelers and distributors in the southern and western U.S. These areas of the country have been selected because of generally higher ground water temperatures, which improves the effects of the performance and capacity of all brands of tankless water heaters. This area of the country also traditionally has the largest share of population growth and new housing starts, accounting for almost two-thirds of all housing starts in 2010, according to government data. Additionally, the southern U.S., and specifically the southeastern U.S., has the highest usage of electric water heaters.

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Overview of Potential Markets and Summary of Marketing Plan

Management intends to focus on the United States residential market initially. For decades Americans have used only tank type water heaters. For most homes, the units hold an average of 40 to 80 gallons of water in a storage tank, are gas or electric fueled and consume excessive energy to keep water hot continuously. In fact, water heaters expend up to 25% of the total energy used by a typical household representing the second largest use of energy in most homes. Depending on household usage, approximately 25 – 50% of the heat created is lost through the walls of the tank and connecting pipes.

There are other problems inherent with traditional tank water heaters:

· Due to the high temperatures and corrosive aspects of water, a typical water heater has a life span of 10.7 years.

· Unless replaced beforehand, more than two thirds of water heaters eventually corrode and leak or burst, often resulting in extensive and costly water and mold related damage.

· Due to the large size and other installation requirements often result in the units being installed in garages and utility rooms on the opposite side of the home from the bathroom fixtures. Because of this, an estimated 10,000 gallons of water per household goes down the drain while users wait on the water to get hot at the faucet.

· Traditional tank water heaters take up to 6 to 9 square feet of floor space, which can be especially valuable in multi-family or commercial applications.

· To reduce operating costs, many people adjust the temperature on their water heaters down. Unfortunately, lower temperatures increase the possibility of unhealthy, water born bacteria growth.

· To increase water heating capacity, many people will adjust the temperature of their water heaters up. In addition to using more energy, this practice can be dangerous by posing a greater risk of scalding.

Tankless water heaters are becoming increasingly popular in America because they:

· Produce a continuous, unlimited supply of hot water

· Expend only the energy needed to heat the water used with no “standby” energy loss

· Can last more than twice as long as tank heaters

· Are small and require very little space

· Are not conducive to bacterial growth

· Are considered very “green” by green conscious builders and consumers.

Electric tankless water heaters have additional benefits over gas powered models because they can be installed almost anywhere in a home (closets, attics, utility rooms, etc.) where hot water is needed which improves flexibility of floor plan design for builders, architects, and remodelers. In addition, gas tankless water heaters may not be suitable for many applications due to challenges with adequate fuel supply, the need for exhaust vents with specific requirements, and other code-related requirements. In spite of these issues, gas tankless water heaters have enjoyed significant growth in North America because of the efficiency and performance they provide.

Distribution Plan

Initially, we will be distributing our first product line throughout the southern and western U.S. using an existing network of plumbing and electrical wholesalers (distributors), manufacturers’ representatives and dealers. We believe that once the product has been launched, we will be able to partner with major companies in the building and plumbing industries to rapidly expand awareness of Bollente and our products in the water heater market in the U.S and Canada.

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Sales will be pursued through the following channels:

1.	Regional and national plumbing and electrical wholesalers (also called “distributors”);
2.	Plumbers and electricians on a direct basis, in those areas where wholesalers have not yet been set up; and,
3.	Builders on a direct basis, in those areas where wholesalers & mechanical contractors have not yet been set up.

We will expand sales of the product further by marketing the product directly to consumers over the internet with a series of aggressive and ongoing marketing initiatives. We intend to market to industry professionals and end-users through more traditional marketing efforts as well, including print advertising, attendance of select national trade shows, and attendance of select regional consumer shows. We also expect Bollente will be successful in providing education, training, and support to our sales and installer networks as part of our distribution and marketing efforts.

We believe our products will be a differentiating factor for industry professionals and builders as they market to their customers. Additionally, our electric tankless products are expected to provide these professionals and their companies with a mechanism to increase revenue and improve gross margin as compared to more traditional water heating products.

Employees

Currently, we have three part-time employees, including Robertson James Orr, who is also our sole officer and director. We are using and will continue to use independent consultants and contractors to perform various professional services. We believe that this use of third-party service providers may enhance our ability to contain operating and general expenses, and capital costs.

RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended June 30, 2014 and June 30, 2013

Revenues

In the three months ended June 30, 2014 we generated $57,481 in revenues, as compared to $0 revenues in the prior year. Cost of goods sold was $131,763, as compared to $0 in the prior year.

Expenses

Operating expenses totaled $1,714,174 during the three months ended June 30, 2014 as compared to $430,197 in the prior year. In the three month period ended June 30, 2014, our expenses primarily consisted of General and Administrative of $462,893, Executive Compensation of $48,750, Research and Development of $318,358, and Professional fees of $884,173.

General and administrative fees increased $452,109, from the three months ended June 30, 2013 to the three months ended June 30, 2014.  This increase was primarily due to an increase in rent expense due to lease agreement entered into during January 2014.

Executive Compensation increased $27,000 from the three months ended June 30, 2013 to the three months ended June 30, 2014.  Executive Compensation increased due to an increase in compensation to the President of the Company.

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Research and development expenses totaled $318,358 during the three months ended June 30, 2014 as compared to $37,781 during the three months ended June 30, 2013.  This increase is attributed primarily to the Company spending more towards developing its technology.

Professional fees increased $524,291 from the three months ended June 30, 2013 to the three months ended June 30, 2014.  Professional fees increased due to an increase in legal and accounting fees associated with public company filings and the amortization of the prepaid stock compensation.

Other Expenses

Interest expense – related party decreased $10,379 to $388 in the three months ended June 30, 2014 from $10,767 for the three months ended June 30, 2013. The decrease was the result of a decrease in notes payable with interest accruals.

Interest expense decreased $156 to $0 in the three months ended June 30, 2014 from $156 for the three months ended June 30, 2013. The decrease was the result of a decrease in interest accruals from note payables.

Net Loss

In the three months ended June 30, 2014, we generated a net loss of $2,613,662, an increase of $2,172,542 from $441,120 for the three months ended June 30, 2013. This increase was attributable to increased accounting and legal fees as well as professional fees from share based consulting contracts.

Results of Operations for the Six Months Ended June 30, 2014 and June 30, 2013

Revenues

In the six months ended June 30, 2014 we generated $75,507 in revenues, as compared to $0 revenues in the prior year. Cost of goods sold was $185,613, as compared to $0 in the prior year.

Expenses

Operating expenses totaled $3,633,240, during the six months ended June 30, 2014 as compared to $928,992 in the prior year. In the six month period ended June 30, 2014, our expenses primarily consisted of General and Administrative of $753,806, Executive Compensation of $117,000, Research and Development of $649,888, and Professional fees of $2,112,546.

General and administrative fees increased $731,792, from the six months ended June 30, 2013 to the six months ended June 30, 2014.  This increase was primarily due to an increase in rent expense due to the lease agreement entered into during January 2014.

Executive Compensation increased $65,979 from the six months ended June 30, 2013 to the six months ended June 30, 2014.  Executive Compensation increased due to an increase in compensation to the President of the Company.

Research and development expenses totaled $649,888 during the six months ended June 30, 2014 as compared to $140,861 during the six months ended June 30, 2013.  This increase is attributed primarily to the Company spending more towards developing its technology.

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Professional fees increased $1,397,450 from the six months ended June 30, 2013 to the six months ended June 30, 2014.  Professional fees increased due to an increase in legal and accounting fees associated with public company filings and the amortization of the prepaid stock compensation.

Other Expenses

Interest expense – related party decreased $11,894 to $9,079 in the six months ended June 30, 2014 from $20,973 for the six months ended June 30, 2013. The decrease was the result of a decrease in notes payable with interest accruals.

Interest expense decreased $95 to $200 in the six months ended June 30, 2014 from $295 for the six months ended June 30, 2013. The decrease was the result of a decrease in interest accruals from note payables.

Net Loss

In the six months ended June 30, 2014, we generated a net loss of $4,577,443, an increase of $3,627,183 from $950,260 for the six months ended June 30, 2013. This increase was attributable to increased accounting and legal fees as well as professional fees from share based consulting contracts.

Going Concern

The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern.  The Company may not have a sufficient amount of cash required to pay all of the costs associated with operating and marketing of its products. Management intends to use borrowings and security sales to mitigate the effects of cash flow deficits; however, no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.

Liquidity and Capital Resources

As of June 30, 2014, we had $115,180 in cash, $34,821 in accounts receivable, $116,462 in prepaid expenses and $815,751 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 six months ended June 30, 2014 and 2013:

	Six months ended June 30,
	2014			2013
Net cash used in operating activities	$	(1,769,773	)	$	(56,991	)
Net cash used in investing activities		(12,324	)		-
Net cash provided by financing activities		1,892,948			53,700
Net increase/(decrease) in Cash		110,851			(3,291	)
Cash, beginning		4,329			3,872
Cash, ending	$	115,180		$	581

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Operating activities

Net cash used in operating activities was $1,769,773 for the period ended June 30, 2014, as compared to $56,991 used in operating activities for the same period in 2013. The increase in net cash used in operating activities was primarily due to an increase legal, accounting, research and development and consulting contract cost.

Investing activities

Net cash used in investing activities was $12,324 for the period ended June 30, 2014, as compared to $0 used in investing activities for the same period in 2013. The net cash used in investing activities for the current period was primarily due to the purchase of computer equipment.

Financing activities

Net cash provided by financing activities for the period ended June 30, 2014 was $1,892,948, as compared to $53,700 for the same period of 2013. The increase of net cash provided by financing activities was mainly attributable more equity financing net of repayment of related party liabilities.

As of June 30, 2014, we continue to use traditional and/or debt financing to provide the capital we need to run the business.

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

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

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

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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 not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Principal Financial Officer (Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

Management reviews the Company’s system of internal control over financial reporting and makes changes to the Company’s processes and systems to improve controls and increase efficiency, while ensuring that the Company maintains an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities and migrating processes.

During the Company’s last fiscal quarter, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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.

23

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 2013 Form 10-K on pages 10 to 16, filed with the Securities Exchange Commission on April 14, 2014, are hereby incorporated by reference.

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

Stock Issuances

During the six months ended June 30, 2014, the Company issued a total of 1,937,999 of common stock for cash received of $1,887,999, of which $50,000 of the funds were received as of December 31, 2013 and recorded as stock payable. Additionally $215,000 were received in cash under subscription, however the shares were not issued as of June 30, 2014 and accordingly recorded as a stock payable.

During the three months ended March 31, 2014, the Company issued 40,000 shares of common stock for funds not yet received.  As of June 30, 2014, the funds have not yet been received.

During the three months ended June 30, 2014, the Company issued a total of 385,000 shares of common stock owed to employees of the Company as part of their employment agreement totaling $385,000, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24..

During the three months ended June 30, 2014, the Company issued 350,000 shares of common stock for consulting services totaling $350,000 to be performed over a period of one year.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24.

During the three months ended March 31, 2014, the Company issued 200,000 shares of common stock for consulting services totaling $200,000 to be performed over a period of two years.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24.

During the three months ended June 30, 2014, the Company issued 50,000 shares of common stock for consulting services totaling $50,000 to be performed over a period of fifteen months.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24.

During the three months ended June 30, 2014, the Company issued 250,000 shares of common stock for consulting services totaling $250,000 to be performed over a period of five and a half months.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24.

24

During the six months ended June 30, 2014, the Company issued 223,911 shares of common stock for consulting services totaling $223,911.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24.

On April 2, 2014, the Company issued 1,100,000 shares of common stock in exchange for a settlement of debt with a related party.  The related party is a shareholder of the Company.  The principal amount of the debt was $275,000 and the accrued interest was $387.  The Company recognized a loss on debt settlement of $825,000.

During the three months ended June 30, 2014, the Company issued 15,250 shares of common stock in exchange for a settlement of debt for $15,250 with a related party.  The related party is a shareholder of the Company.  The principal amount of the debt was $3,000.  Since the settlement of debt was with a related party, the Company treated this as a capital transaction and no gain on the debt settlement was recorded.

Subsequent Sales & Issuances of Unregistered Securities

During July 2014, we sold 29,000 shares of common stock for cash totaling $29,000. As of the date of this filing, the 29,000 shares of common stock have not been issued.

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

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities from the time of our inception on March 7, 2008 through the period ended June 30, 2014.

Item 3.                       Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

25

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.

26

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: August 12, 2014

27

EX-31

EXHIBIT 31.1

CERTIFICATION

I, Robertson J. Orr, certify that:

1.           I have reviewed this Quarterly Report on Form 10-Q of Bollente Companies Inc.;

2.           Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.           Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.           I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)           Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)           Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)           Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.           I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors of the registrant's board of directors (or persons performing the equivalent functions):

(a)           All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)           Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:           August 12, 2014

/S/ Robertson J. Orr

Robertson J. Orr

President, Principal Financial Officer and

Principal Executive Officer

EX-32

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bollente Companies Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robertson J. Orr, President, Principal Financial Officer, and Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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, Principal Financial Officer, and

Principal Executive Officer

August 12, 2014

XML

NOTES PAYABLE (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Debt Disclosure [Abstract]
Deferred financing cost	$ 0	$ 156	$ 200	$ 295

XML

NOTES PAYABLE - RELATED PARTY

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

NOTES PAYABLE- RELATED PARTY

Notes payable consist of the following at:

	June 30, 2014	December 31, 2013
Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand	$                 450	$                 450
Note payable with a shareholder, unsecured, 5% interest, due February 2015	-	500,000
Notes Payable – Current	$        450	$          500,450

	June 30, 2014	December 31, 2013
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2014	$                     -	$            49,051
Line of credit – Current	$                     -	$            49,051

Interest expense for the three months ended June 30, 2014 and 2013 was $388 and $10,767, respectively. Interest expense for the six months ended June 30, 2014 and 2013 was $9,079 and $20,973, respectively.

XML

SUBSEQUENT EVENTS (Details Narrative) (USD $)	Jul. 31, 2014
Subsequent Events [Abstract]
Shares of common stock Sold	29,000
Shares of common stock Sold for Cash	$ 29,000

XML

AGREEMENTS (Details Narrative) (USD $)	3 Months Ended			6 Months Ended
	Jun. 30, 2014	May 31, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Jan. 31, 2014
Banking and Thrift [Abstract]
Lease term is one year at a rate						$ 3,500
Refundable security deposit						1,500
Rent expense	10,500		10,500	21,000	21,000
Bonus						$ 40,000
Common stock issued upon execution of the agreement		60,000
Common stock issued		30,000

XML

WEBSITE

6 Months Ended

Jun. 30, 2014

Research and Development [Abstract]

WEBSITE

Website consists of the following at:

	June 30, 2014	December 31, 2013
Website	$           58,598	$            58,598
Less: Accumulated amortization	(8,139)	-
Website, net	$          50,459	$            58,598

Amortization expense for the three months ended June 30, 2014 and 2013 was $4,883 and $0, respectively. Amortization expense for the six months ended June 30, 2014 and 2013 was $8,139 and $0, respectively.

XML

Balance Sheets (Unaudited) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Current assets:
Cash	$ 115,180	$ 4,329
Accounts receivable	34,821
Prepaid expenses	116,462	24,761
Other receivables	130
Prepaid stock compensation	742,418	1,228,201
Total current assets	1,009,011	1,257,291
Fixed assets, net	10,776
Other assets:
Security deposits	1,500	1,500
Trademarks	825	550
Prepaid stock compensation - long term portion	73,333
Website	50,459	58,598
Total other assets	126,117	60,648
Total assets	1,145,904	1,317,939
Current liabilities:
Accounts payable	279,520	76,769
Credit cards	3,500
Customer deposits	700
Accrued salaries - related party	13,065	10,869
Accrued payroll taxes	11,891	11,891
Notes payable - related party	450	500,450
Accrued interest payable - related party		1,599
Line of credit - related party		49,051
Notes payable, net of unamortized debt discount of $0	150,000	30,250
Total current liabilities	459,126	680,879
Total liabilities	459,126	680,879
Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively
Common stock, $0.001 par value, 100,000,000 shares authorized, 14,754,620 and 10,242,460 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively	14,755	10,243
Additional paid-in capital	11,518,001	7,010,353
Subscriptions receivable	(40,000)
Subscriptions payable	249,850	94,850
Deficit accumulated during development stage	(11,055,828)	(6,478,386)
Total stockholders' deficit	686,778	637,060
Total liabilities and stockholders' equity	$ 1,145,904	$ 1,317,939

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

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, 2013 and 2012 and notes thereto included in the Company’s 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.

The Company has not yet commenced significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company. 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. On November 21, 2013, the Company formed a wholly owned subsidiary, Nuvola, Inc. All significant inter-company transactions and balances have been eliminated.

Use of estimates

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

Cash and cash equivalents

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

Website

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

Stock-based compensation

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

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

Earnings per share

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

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

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

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

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

Reclassifications

Certain reclassifications have been made to the prior quarters’ financial statements to conform to the current quarter presentation.  These reclassifications had no effect on previously reported results of operations.  The Company reclassified payroll and compensation to its executive from general and administrative expense to executive compensation. The Company also reclassified interest payable – related party to interest payable, as the loan holder is no longer considered a related party.

Recent pronouncements

The Company has evaluated recent accounting pronouncements through June 2014 and believes that none of them will have a material effect on the Company’s financial statements.

XML

GOING CONCERN (Details Narrative) (USD $)	76 Months Ended
	Jun. 30, 2014
Notes to Financial Statements
Incurred accumulated net losses	$ 11,055,828

XML

NOTES PAYABLE - RELATED PARTY (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Debt Disclosure [Abstract]
Interest expense	$ 388	$ 10,767	$ 9,079	$ 20,973

XML

GOING CONCERN

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

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, 2014 of ($11,055,828). 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.

XML

Balance Sheets (Parenthetical) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	14,754,620	10,242,460
Common stock, shares outstanding	$ 14,754,620	$ 10,242,460

XML

NOTES PAYABLE - RELATED PARTY (Tables)

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Notes payable

	June 30, 2014		December 31, 2013
Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand	$	450	$	450
Note payable with a shareholder, unsecured, 5% interest, due February 2015		—		500,000
Notes Payable – Current	$	450	$	500,450

	June 30, 2014		December 31, 2013
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2014	$	—	$	49,051
Line of credit – Current	$	—	$	49,051

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2014
Document And Entity Information
Entity Registrant Name	Bollente Companies Inc.
Entity Central Index Key	0001429393
Document Type	10-Q
Document Period End Date	Jun. 30, 2014
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding	14,754,620
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2014

XML

NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Note payable to an unrelated third party

	June 30, 2014	December 31, 2013
Note payable to an unrelated third party, unsecured, due May 2012, in default as of March 31, 2014	$            -	$           30,250
Convertible note payable to an unrelated third party, secured, 8% interest, due June 2015	50,000	-
Convertible note payable to an unrelated third party, unsecured, 8% interest, due June 2015	100,000	-
Notes Payable – Current	$            150,000	$          30,250

XML

Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended		76 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014
Income Statement [Abstract]
Revenue	$ 57,481		$ 75,507		$ 75,507
Cost of good sold	(131,763)		(185,613)		(185,613)
Gross profit	(74,282)		(110,106)		(110,106)
Operating expenses:
General and administrative	462,893	10,784	753,806	22,014	1,010,994
General and administrative - related party					22,100
Executive compensation	48,750	21,750	117,000	51,021	638,302
Product development - related party					336,014
Research and development	318,358	37,781	649,888	140,861	1,056,769
Professional fees	884,173	359,882	2,112,546	715,096	6,890,132
Total operating expenses	1,714,174	430,197	3,633,240	928,992	9,954,311
Other income(expenses):
Other income	182		182		182
Interest expense - related party	(388)	(10,767)	(9,079)	(20,973)	(134,533)
Interest expense		(156)	(200)	(295)	(32,060)
Loss on debt conversion	(825,000)		(825,000)		(825,000)
Total other expenses	(825,206)	(10,923)	(834,097)	(21,268)	(991,411)
Net loss	$ (2,613,662)	$ (441,120)	$ (4,577,443)	$ (950,260)	$ (11,055,828)
Net loss per common share - basic	$ (0.18)	$ (0.05)	$ (0.36)	$ (0.12)
Weighted average number of common shares outstanding - basic	14,523,035	8,152,460	12,827,759	8,152,460

XML

PREPAID STOCK COMPENSATION

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

PREPAID STOCK COMPENSATION

During the first quarter ended March 31, 2014, the Company issued a total of 200,000 shares of common stock as part of three consulting agreements totaling $200,000.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24..  The value of the shares was recorded as prepaid expense and is being amortized over two year which is the related service period of the respective agreements.

During the quarter ended June 30, 2014, the Company issued a total of 350,000 shares of common stock as part of three consulting agreements totaling $350,000.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24.  The value of the shares was recorded as prepaid expense and is being amortized over one year which is the related service period of the respective agreements.  

During the quarter ended June 30, 2014, the Company issued a total of 275,000 shares of common stock as part of an employment agreement totaling $275,000.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24.  The value of the shares was recorded as prepaid expense and is being amortized over six months which is the related service period of the agreement.  

During the quarter ended June 30, 2014, the Company issued a total of 50,000 shares of common stock as part of a consulting agreement totaling $50,000.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24.  The value of the shares was recorded as prepaid expense and is being amortized over fifteen months which is the related service period of the agreement.  

During the quarter ended June 30, 2014, the Company issued a total of 250,000 shares of common stock as part of a consulting agreement totaling $250,000.  The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24.  The value of the shares was recorded as prepaid expense and is being amortized over five and a half months which is the related service period of the agreement.  

For the six months ended June 30, 2014, the Company expensed $1,537,450 as professional fees with a remaining prepaid expense amount totaling $815,751 at June, 30, 2014.

XML

STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2014

Equity [Abstract]

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, 2014, the Company issued a total of 1,937,999 of common stock for cash received of $1,887,999, of which $50,000 of the funds were received as of December 31, 2013 and recorded as stock payable. Additionally $215,000 were received in cash under subscription, however the shares were not issued as of June 30, 2014 and accordingly recorded as a stock payable.

During the three months ended March 31, 2014, the Company issued 40,000 shares of common stock for funds not yet received. As of June 30, 2014, the funds have not yet been received.

During the three months ended June 30, 2014, the Company issued a total of 385,000 shares of common stock owed to employees of the Company as part of their employment agreement totaling $385,000 , based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24..

During the three months ended June 30, 2014, the Company issued 350,000 shares of common stock for consulting services totaling $350,000 to be performed over a period of one year. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24..

During the three months ended March 31, 2014, the Company issued 200,000 shares of common stock for consulting services totaling $200,000 to be performed over a period of two years. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24..

During the three months ended June 30, 2014, the Company issued 50,000 shares of common stock for consulting services totaling $50,000 to be performed over a period of fifteen months. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24..

During the three months ended June 30, 2014, the Company issued 250,000 shares of common stock for consulting services totaling $250,000 to be performed over a period of five and a half months. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24..

During the six months ended June 30, 2014, the Company issued 223,911 shares of common stock for consulting services totaling $223,911. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1 and not based on the stock price on the market at the time which ranged from $2.14 up to $4.24..

On April 2, 2014, the Company issued 1,100,000 shares of common stock in exchange for a settlement of debt with a related party. The related party is a shareholder of the Company. The principal amount of the debt was $275,000 and the accrued interest was $387. The Company recognized a loss on debt settlement of $825,000.

During the three months ended June 30, 2014, the Company issued 15,250 shares of common stock in exchange for a settlement of debt for $15,250 with a related party. The related party is a shareholder of the Company. The principal amount of the debt was $3,000.

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WEBSITE (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Research and Development [Abstract]
Amortization expense	$ 4,883	$ 0	$ 8,139	$ 0

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WEBSITE (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Research and Development [Abstract]
Website	$ 58,598	$ 58,598
Less: Accumulated amortization	(8,139)
Website, net	$ 50,459	$ 58,598

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Basis of presentation

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, 2013 and 2012 and notes thereto included in the Company’s 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.

The Company has not yet commenced significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company. Results of operations for the interim period are not indicative of annual results.

Principles of consolidation

Principles of consolidation

The consolidated financial statements include the accounts of Bollente Companies, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On the date of acquisition, Bollente, Inc. was 2.78% owned and controlled 100% by Robertson J. Orr, a majority shareholder and officer and director of Bollente Companies, Inc. and the acquisition was accounted for by means of a pooling of the entities from the date of inception of Bollente Companies, Inc. on March 7, 2008 because the entities were under common control. On November 21, 2013, the Company formed a wholly owned subsidiary, Nuvola, Inc. All significant inter-company transactions and balances have been eliminated.

Use of estimates

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

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

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.

Stock-based compensation

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

Earnings per share

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

Fair value of financial instruments

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

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

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

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

Reclassifications

Certain reclassifications have been made to the prior quarters’ financial statements to conform to the current quarter presentation.  These reclassifications had no effect on previously reported results of operations.  The Company reclassified payroll and compensation to its executive from general and administrative expense to executive compensation. The Company also reclassified interest payable – related party to interest payable, as the loan holder is no longer considered a related party.

Recent pronouncements

Recent pronouncements

The Company has evaluated recent accounting pronouncements through June 2014 and believes that none of them will have a material effect on the Company’s financial statements.

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AGREEMENTS

6 Months Ended

Jun. 30, 2014

Notes to Financial Statements

AGREEMENTS

Lease agreement

In January 2014, the Company executed a sublease agreement with Perigon Companies, LLC, a related party. The lease term is one year at a rate of $3,500 per month. The Company paid a refundable security deposit of $1,500. Rent expense for the three months ended June 30, 2014 and 2013 was $10,500 and $10,500, respectively. Rent expense for the six months ended June 30, 2014 and 2013 was $21,000 and $21,000, respectively.

Employment agreement

Effective January 2014, the Company executed a two year employment agreement with the Vice President of Sales.  The individual will receive annual compensation of $125,000 per year.  The individual will earn a bonus of $40,000 when the Company sells and receives payment for 1,500 tankless hot water systems during the twelve months ended January 31, 2015.  The individual will earn a bonus of $40,000 when the Company sells and receives payment for 3,000 tankless hot water systems during the twelve months ended January 31, 2016.  The individual is also eligible for a commission equal to 2% of gross sales of tankless hot water systems.

Additionally, there were 5,000 shares due upon execution of the agreement, 5,000 shares due on July 15, 2014, 5,000 shares due on February 1, 2015, and 5,000 shares due on July 1, 2015.

Effective March 1, 2014, the Company executed an employment agreement with the President of the Company. The officer will receive annual compensation of $75,000 due monthly. The officer can choose to receive the compensation in cash or in shares of common stock at $1 per share. Additionally, the Company will issue 60,000 shares of common stock upon execution of the agreement and 30,000 shares of common stock per quarter starting from the three months ended May 31, 2014.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2014

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

During July 2014, the Company sold 29,000 shares of common stock for cash totaling $29,000. The shares as of the date of this report has not yet been issued.

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WEBSITE (Tables)

6 Months Ended

Jun. 30, 2014

Research and Development [Abstract]

Amortization expense

	June 30, 2014			December 31, 2013
Website	$	58,598		$	58,598
Less: Accumulated amortization		(8,139	)		—
Website, net	$	50,459		$	58,598

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NOTES PAYABLE (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Debt Disclosure [Abstract]
Note payable to an unrelated third party, unsecured, due May 2012, in default as of March 31, 2014		$ 30,250
Convertible note payable to an unrelated third party, secured, 8% interest, due June 2015	50,000
Convertible note payable to an unrelated third party, unsecured, 8% interest, due June 2015	100,000
Notes Payable - Current	$ 150,000	$ 30,250

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STOCKHOLDERS' EQUITY (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2014	Apr. 02, 2014	Dec. 31, 2013	May 11, 2009
Authorized to issue shares	10,000,000		10,000,000		10,000,000
Preferred stock par value	$ 0.001		$ 0.001		$ 0.001
Common stock shares	100,000,000		100,000,000		100,000,000
Common stock par value	$ 0.001		$ 0.001		$ 0.001	$ 0.001
Common shares issued			1,937,999
Cash received from shares issued			$ 1,887,999
Stock payables					50,000
Cash received under subscription					215,000
Shares of common stock		40,000
Common stock in exchange settlement of debt	15,250
Settlement of debt	15,250
Prinicipal amount of debt	3,000
Common stock issued in exchange settlement of debt rslated party				1,100,000
Prinicipal amount of debt				275,000
Accrued interest				387
Loss on debt settlement				825,000
Consulting Services [Member]
Common shares issued	650,000		223,911
Cash received from shares issued	650,000		223,911
Consulting Services 1 [Member]
Common shares issued		200,000
Cash received from shares issued		$ 200,000

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Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended		76 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (4,577,443)	$ (950,260)	$ (11,055,828)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for services	223,911	672,000	3,012,560
Depreciation	1,273		1,273
Shares issued for employment agreement	247,500	45,000	689,200
Shares issued for prepaid stock compensation	1,399,950		2,613,950
Warrants issued for services			308,176
Write-off of inventory deposit			21,000
Non-cash financing cost			22,056
Loss on debt conversion	825,000		825,000
Amortization of website costs	8,139		8,139
Amortization of deferred financing cost			6,600
Amortization of debt discount			3,000
Accrued rent expense - related party line of credit	21,000		63,000
Changes in operating assets and liabilities:
(Increase) in accounts receivable	(34,821)		(34,821)
(Increase) decrease in prepaid expenses	(91,701)	100,362	(123,462)
(Increase) in other receivables	(130)		(14,130)
(Increase) in security deposits			(1,500)
Increase in accounts payable	202,752	48,824	364,442
Increase in credit card	3,500		3,500
Increase in accounts payable - related party			343
Increase in customer deposits	700		700
Increase in accrued salaries - related party	2,196	6,000	13,065
Increase in accrued payroll taxes			11,891
Increase in deferred revenue			14,235
Increase in accrued interest payable		110	621
Increase (decrease) in accrued interest payable - related party	(1,599)	20,973	541
Net cash used in operating activities	(1,769,773)	(56,991)	(3,246,449)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase trademarks	(275)		(825)
Purchase website costs			(58,598)
Purchase of fixed assets	(12,049)		(12,049)
Payments for due from related party			(44,372)
Repayments from due from related party			40,000
Net cash used in investing activities	(12,324)		(75,844)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related party			145,622
Repayments of notes payable - related party	(225,000)		(228,050)
Proceeds from line of credit - related party		53,700	173,470
Repayments of line of credit - related party	(70,051)		(236,470)
Proceeds from notes payable	150,000		191,760
Repayments for notes payable	(15,000)		(17,750)
Proceeds from sale of common stock, net of offering costs	2,052,999		3,401,781
Donated capital			7,110
Net cash provided by financing activities	1,892,948	53,700	3,437,473
NET CHANGE IN CASH	110,851	(3,291)	115,180
CASH AT BEGINNING OF YEAR	4,329	3,872
CASH AT END OF YEAR	115,180	581	115,180
SUPPLEMENTAL INFORMATION:
Interest paid			75,497
Income taxes paid
Non-cash investing and financing activities:
Reclass accounts payable related party to accounts payable			343
Reclass notes payable related party to notes payable			11,760
Shares issued to settle notes payable	290,250		290,250
Shares issued as settlement of accounts payable			115,718
Shares issued for prepaid stock compensation	850,000		2,519,375
Warrants issued for services			308,176
Deemed distribution to majority shareholder			$ (516,563)

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NOTES PAYABLE

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

NOTES PAYABLE

	June 30, 2014	December 31, 2013
Note payable to an unrelated third party, unsecured, due May 2012, in default as of March 31, 2014	$            -	$           30,250
Convertible note payable to an unrelated third party, secured, 8% interest, due June 2015	50,000	-
Convertible note payable to an unrelated third party, unsecured, 8% interest, due June 2015	100,000	-
Notes Payable – Current	$            150,000	$          30,250

During April 2014, the Company converted $15,250 of the principal balance into 15,250 shares of common stock

Interest expense, including the amortization of the debt discount and the amortization of the deferred financing cost for the three months ended June 30, 2014 and 2013 was $0 and $156, respectively. Interest expense, including the amortization of the debt discount and the amortization of the deferred financing cost for the six months ended June 30, 2014 and 2013 was $200 and $295, respectively.

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PREPAID STOCK COMPENSATION (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2014
Notes to Financial Statements
Common stock issued,Share	925,000	200,000
Common stock issued,Amount	$ 925,000	$ 200,000
Professional fees			1,537,450
Total Prepaid expense			$ 815,751

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NOTES PAYABLE - RELATED PARTY (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Debt Disclosure [Abstract]
Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand	$ 450	$ 450
Note payable with a shareholder, unsecured, 5% interest, due February 2015		500,000
Notes Payable - Current	450	500,450
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2014		49,051
Line of credit - Current		$ 49,051