SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

BOLLENTE COMPANIES INC.

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

8800 N. Gainey Center Dr., Suite 270

Scottsdale, Arizona 85258

Common Stock, $0.001 par value

Large accelerated filer ¨	Accelerated filer ¨

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

BOLLENTE COMPANIES INC.

FOR THE FISCAL YEAR ENDED

DECEMBER 31, ~~2013~~2015

Index to Report on Form 10-K

PART I		Page

Item 1.	Business	4
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	10 16
Item 2.	Properties	16
Item 3.	Legal Proceedings	16


PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6.	Selected Financial Data	19 21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19 21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	23 25
Item 8.	Financial Statements and Supplementary Data	23 25
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	23 25
Item 9A (T)	Controls and Procedures	23 26
Item 9B.	Other Information	25 27

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	25 27
Item 11.	Executive Compensation	27 29
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	29 31
Item 13.	Certain Relationships and Related Transactions, and Director Independence	30 32
Item 14	Principal Accounting Fees and Services	32

PART IV

Item 15.	Exhibits, Financial Statement Schedules	31 33

·	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;

~~Business Development~~

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

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.Products

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

~~Business of Issuer~~

~~Introduction to our Business Development Strategy~~

We ~~have identified several agents who are well suited~~created a custom heat exchanger for our trutankless® product line that utilizes our patent pending Velix technology to heat water as it flows through the system, which means customers need not worry about running out of hot water. We believe we’ve selected the best materials available and a collection of exclusive design elements and features to maximize capacity, minimize energy use, and provide 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 companiesa truly maintenance free experience.

Our trutankless® water heaters were officially launched in the ~~green~~first quarter of 2014 and ~~"clean-tech" sectors who will be tasked with creating additional revenues~~is sold throughout the wholesale plumbing distribution channel. As of the fiscal year ended December 31, 2015, we generated $265,504 in revenue.

Industry Recognition and Awards

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

Our new product, truCirc, was unveiled on January 20, 2015 at the 2015 International Builders’ Show in Las Vegas and is still in the development phase. While not yet commercially available, trutankless products are expected to be compatible. Alternatively, truCirc is expected to be a stand alone product for customers who don’t utilize trutankless .

Customers and Markets

We sell our products to plumbing wholesale distributors and dealers.

Wholesalers. Approximately 98.3% of our sales in 2015 and 93.5% of our sales in 2014 were to wholesale distributors for commercial and residential applications. We rely on commissioned manufacturers’ representatives to market our product lines. Additionally, our products are sold to independent dealers throughout the United States.

Manufacturing and Distribution

Intellectual Property & Proprietary Rights

~~Product Overview~~Growth Strategy

Bollente’s product launched in Q1 2014 and is sold through the wholesale plumbing distribution channel. Gas tankless manufacturers’ support of this sales channel was critical in their ability to quickly capture appreciable market share in the $3.6 billion replacement market. No electric tankless has been available solely through wholesale distribution which has welcomed the arrival of trutankless. Bollente’s sales and service training programs geared towards plumbers and contractors are the primary focal point of the Company’s sales strategy. Bollente is employing several outside manufacturers rep agencies to quickly scale sales and educate distributors, plumbers, builders, and contractors.

The Company is also leveraging online marketing strategies and social media. By continually building an immersive and educational web experience at www.trutankless.com Bollente is efficiently building brand awareness among consumers. Launch efforts are focused in Arizona, Texas, and the Southeast which accounts for over 1,000,000 electric water heater shipments annually. Licensing and co-branding opportunities are being assessed, since strategic partnerships would eliminate the channel conflicts that have historically obstructed previous electric tankless entries in the marketplace. Electric tankless has traditionally not been able to warrant such partnerships because of generally poor quality and product support, but co-branding open up sales of Bollente’s products through big box retailers.

Cost reduction measures, including outsourcing of key components and certain quality control testing protocols, are currently being undertaken on an expedited basis to rapidly reduce costs and improve manufacturing scalability. Such reductions are expected to take place in stages over the next three quarters and are likely to result in gross sales margins approaching 50-60% which is far higher than other companies in the sector.

Bollente is entering the market in front of the largest water heater replacement cycle ever at a time when homeowners are seeking ways reduce their carbon footprint without sacrificing comfort. Shares of companies like Whirlpool (WHR) and AO Smith (AOS) have soared - fueled by the unprecedented Consumer Durables replacement cycle - which is an echo of last decade’s building boom. It is estimated that some 57 Million water heaters will need replacement in the next 3 years. Florida, Texas, and Arizona, where electric water heaters dominate the market, were the epicenters of the boom. In the new construction market, builders are increasingly marketing “green” features and trutankless fit well along with other energy saving innovations. In commercial markets, projects with a green designation like LEED or EnergyStar recently became the majority.

Additionally, the Federal Government has mandated that starting in April 2015 standard electric water heaters over 55 gallons may not be sold, effectively forcing the market to use alternative technologies like tankless water heaters.

Bollente has entered the market with a disruptive product that has enjoyed significant tail winds thus far. As a result, we believe BOLC is poised to produce exceptional results. Management expects to announce several key partnerships outside of the wholesale channel for current products and launch several additional lines next year. Management has plans to significantly reduce the cost of goods sold and develop other innovations to supplement existing offerings which will be sold through the existing sales channels and reps which to help ensure sustainable growth over the next 3-5 years.

Tankless Industry Overview

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.

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

~~As of December 31, 2013, we~~We currently have ~~three part-time~~nine full-time employees, including Robertson James Orr, who is also our sole officer and ~~director.~~director, and two part-time employee. We expect to increase the number of employees to expand our sales and technical staff. 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.

Employment Agreements

Effective January 2014, the Company executed a two year employment agreement with the Vice President of Sales. The employee will receive annual compensation of $125,000 per year. The employee 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, pursuant to the agreement, 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, 2015, the Company executed a new employment agreement with the President and CEO 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, 2015.

Effective October 1, 2014, the Company executed an employment agreement with the Vice President of Business Development of the Company. The employee will receive annual compensation of $125,000 due monthly. The employee can choose to receive the compensation in cash or in shares of common stock at $1 per share. Additionally, the Company issued 50,000 shares of common stock pursuant to the execution of the agreement.

Consulting Agreements

On September 1, 2014, the Company entered into a Manufacturer Incentive Agreement to sell and distribute trutankless systems in single-family homes, townhomes, and condominiums constructed and sold by Meritage Homes Corporation. The Company agrees to provide Meritage Home Corporation certain favorable pricing, supply terms, and incentives based on the volume of products purchased by Meritage’s subcontractors and suppliers.

On February 3, 2015, the Company entered into a Consulting and Advisory Agreement where an entity who will provide business development and consulting services. The Company has agreed to issue 2,000 shares of common stock for their services over a twelve month period.

Available Information

Our periodic reports filed with the SEC, which include Form 10-K, Form 10-Q, Form 8-K and amendments thereto, may be accessed by the public free of charge from the SEC. Electronic copies of these reports can be accessed at the SEC’s website (http://www.sec.gov). Copies of these reports may also be obtained, free of charge, upon written request to: Bollente Companies Inc., 8800 ~~North~~N. Gainey ~~Center~~ Dr., Suite 270, Scottsdale, Arizona 85258, Attn: Corporate Secretary. The public may read or obtain copies of these reports from the SEC at the SEC’s Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549 (1-800-SEC-0330).

ITEM 1A. RISK FACTORS

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included in this report, before making an investment decision. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should read the section entitled “Special Note Regarding Forward Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this report.

We are a development stage company organized in March 2008 and have recently commenced operations, which makes an evaluation of us extremely difficult. At this stage of our business operations, even with our good faith efforts, we may never become profitable or generate any significant amount of revenues, thus potential investors have a high probability of losing their investment.

We were incorporated in March of 2008 as a Nevada corporation. As a result of our start-up operations we have; (i) generated no$265,504 in revenues in the year ended December 31, 2015, (ii) accumulated deficits of ~~$6,478,386 for the period ended December 31, 2013, and (iii) we have incurred losses of $6,478,386~~$17,875,816 from our inception through the period ended December 31, ~~2013.~~2015, and (iii) we have incurred losses of $17,875,816 from our inception through the period ended December 31, 2015. We have been focused on organizational and start-up activities and business plan development. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand for our products, the level of our competition and our ability to attract and maintain key management and employees.

If we are unable to attract and retain key personnel, our business could be harmed.

If any of our key employees were to leave, we could face substantial difficulty in hiring qualified successors and could experience a loss in productivity while any successor obtains the necessary training and experience. Our employment relationships are generally at-will. We cannot assure that one or more key employees will not leave in the future. We intend to continue to hire additional highly qualified personnel, but may not be able to attract, assimilate or retain qualified personnel in the future. Any failure to attract, integrate, motivate and retain these employees could harm our business.

We are subject to ~~federal legislation to protect investors against corporate fraud.~~

Federal legislation, such as the Sarbanes-Oxley Act of 2002 and the Dodd- Frank Act, has resulted in the adoption of various corporate governance measures designed to promote the integrity of the corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, such as the NYSE, or the Nasdaq Stock Market, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors’ independence, audit committee oversight, and the adoption of a code of ethics.

We have not yet adopted any of these corporate governance measures such as an audit or other independent committees of our board of directors as we presently have one director. Additionally, since our securities are not yet listed on a national securities exchange or NASDAQ, we are not required to do so. If we expand our board membership in future periods to include independent directors, we may seek to establish an audit and other committees of our board of directors. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees are made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should consider our current lack of corporate governance measures in making their investment decisions, in addition to the fact that we currently have only one director.

We are an “emerging growth company” under the JOBS Act of 2012, and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

We will remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held by non-affiliates exceeds $700 million.

~~Even if we no longer qualify as an “emerging growth company”, we may still be subject to reduced reporting requirements so long as we are considered a “Smaller Reporting Company.”~~

Many of the exemptions available for emerging growth companies are also available to smaller reporting companies like us that have less than $75 million of worldwide common equity held by non-affiliates. So, although we may no longer qualify as an emerging growth company, we may still be subject to reduced reporting requirements.

~~We are subject to~~ significant competition from large, well-funded companies.

The industry we compete in is characterized by intense competition and rapid and significant technological advancements. Many companies are working in a number of areas similar to our primary field of interest to develop new products; some of which may be similar and/or competitive to our products.

Most of the companies with which we compete have substantially greater financial, technical, manufacturing, marketing, sales and distribution and other resources than us. If a competitor enters the tankless water heater industry and establishes a greater market share in the direct-selling channel, our business and operating results will be adversely affected.

Our auditors have substantial doubt about our ability to continue as a going concern. Additionally, our auditor’s report reflects that the ability of the Company to continue as a going concern is dependent upon our ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Our auditor’s report reflects that the ability of the Company to continue as a going concern is dependent upon our ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. If we are unable to continue as a going concern, stockholders will lose their investment. We will be required to seek additional capital to fund future growth and expansion. No assurance can be given that such financing will be available or, if available, that it will be on commercially favorable terms. Moreover, favorable financing may be dilutive to investors.

We will require additional financing in order to implement our business plan. In the event we are unable to acquire additional financing, we may not be able to implement our business plan resulting in a loss of revenues and ultimately the loss of your investment.

Due to our very recent start-up nature, we will have to incur the costs of product development, import expenses, advertising, in addition to hiring new employees and commencing additional marketing activities for product sales and distribution. To fully implement our business plan we will require substantial additional funding.

We will need to raise additional funds to expand our operations. We plan to raise additional funds through private placements, registered offerings, debt financing or other sources to maintain and expand our operations. Adequate funds for this purpose on terms favorable to us may not be available, and if available, on terms significantly more adverse to us than are manageable. Without new funding, we may be only partially successful or completely unsuccessful in implementing our business plan, and our stockholders may lose part or all of their investment.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, 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 and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

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Mr. Orr may become involved with other businesses and there can be no assurance that he will continue to provide services to us. Mr. Orr’s limited time devotion to the Company could have the effect on our operations of preventing us from being a successful business operation, which ultimately could cause a loss of stockholder investment.

As compared to many other public companies, we do not have the depth of managerial or technical personnel. Mr. Orr is currently involved in other businesses, which have not, and are not expected in the future to interfere with Mr. Orr’s ability to work on behalf of our Company. Mr. Orr may in the future be involved with other businesses and there can be no assurance that he will continue to provide services to us. Mr. Orr will devote only a portion of his time to our activities.

We depend on certain key employees, and believe the loss of any of them would have a material adverse effect on our business.

We will be dependent on the continued services of our management team, as well as our outside consultants. While we have no assurance that our current management will produce successful operations, the loss of such personnel could have an adverse effect on meeting our production and financial performance objectives. We have no assurance that we will not lose the services of these or other key personnel and may not be able to timely replace any personnel if we do lose their services.

Our ability to attract qualified sales and marketing personnel is critical to our future success, and any inability to attract such personnel could harm our business.

Our future success may also depend on our ability to attract and retain additional qualified design and sales and marketing personnel. We face competition for these individuals and may not be able to attract or retain these employees, which could have a material adverse effect on our results of operations and financial condition.

RISKS RELATED TO OUR INTELLECTUAL PROPERTY AND TECHNOLOGY

If we fail to secure or protect our intellectual property rights, our products and competitors may be able to use our designs, each of which could harm our reputation, reduce our revenues and increase our costs.

We will rely on intellectual property laws to protect our proprietary rights with respect to our trademarks and pending patent. We are susceptible to injury from patent infringement, which may harm our reputation for producing high-quality products or force us to incur additional expense in enforcing our rights. It is difficult and expensive to detect and prevent patent infringement. Despite our efforts to protect our intellectual property, some may attempt to violate our intellectual property rights by using our trademarks and imitating our products, which could potentially harm our brand, reputation and financial condition.

We may face significant expenses and liability in connection with the protection of our intellectual property rights. Infringement claims and lawsuits likely would be expensive to resolve and would require substantial management time and resources. Any adverse determination in litigation could subject us to the loss of our rights to a particular trademark, which could prevent us from manufacturing, selling or using certain aspects of our products or could subject us to substantial liability, any of which would harm our results of operations. Aside from infringement claims against us, if we fail to secure or protect our intellectual property rights, our competitors may be able to use our designs. If we are unable to successfully protect our intellectual property rights or resolve any conflicts, our results of operations may be harmed.

Our reliance on intellectual property and other proprietary information subjects us to the risk that these key ingredients of our business could be copied by competitors.

Our success depends, in significant part, on the proprietary nature of our technology. If a competitor is able to reproduce or otherwise capitalize on our technology, despite the safeguards we have in place, it may be difficult, expensive or impossible for us to obtain necessary legal protection. In addition to patent protection of intellectual property rights, we consider elements of our product designs and processes to be proprietary and confidential. We rely upon employee, consultant and vendor non-disclosure agreements and contractual provisions and a system of internal safeguards to protect our proprietary information. However, any of our registered or unregistered intellectual property rights may be challenged or exploited by others in the industry, which might harm our operating results.

~~Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.~~

~~We depend on certain key employees, and believe the loss of any of them would have a material adverse effect on our business.~~

~~Our ability to attract qualified sales and marketing personnel is critical to our future success, and any inability to attract such personnel could harm our business.~~

RISKS RELATING TO OUR COMMON STOCK

The application of the “penny stock” rules to our common stock could limit the trading and liquidity of the common stock, adversely affect the market price of our common stock and increase your transaction costs to sell those shares.

As long as the trading price of our common stock is below $5.00 per share, the open-market trading of our common stock will be subject to the “penny stock” rules, unless we otherwise qualify for an exemption from the “penny stock” definition. The “penny stock” rules impose additional sales practice requirements on certain broker-dealers who sell securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 (excluding personal residence in accordance with the Dodd-Frank act of 2010) or annual income exceeding $200,000 or $300,000 together with their spouse). These regulations if they apply, require the delivery, prior to any transaction involving a “penny stock,” of a disclosure schedule explaining the “penny stock” market and associated risks. Under these regulations, certain brokers who recommend such securities to persons other than established customers or certain accredited investors must make a special written suitability determination regarding such a purchaser and receive the purchaser’s written agreement to a transaction prior to sale. These regulations may have the effect of limiting the trading activity of our common stock, reducing the liquidity of an investment in our common stock and increasing the transaction costs for sales and purchases of our common stock as compared to other securities.

If we fail to remain current on our reporting requirements with the SEC, we could be removed from the OTC Quotation Board, which would limit the ability of broker dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Companies trading on the OTC Quotation Board generally must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Quotation Board. More specifically, FINRA has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Quotation Board by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two year period, then we will be ineligible for quotation on the OTC Quotation Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. As of the date of this filing, we have no late filings reported by FINRA.

~~Our internal controls may be inadequate which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.~~

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, 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. The Exchange Act Rule includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of Creative, and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

We have one individual performing the functions of all officers, and single director. Our sole officer and director has developed internal control procedures and is responsible for monitoring and ensuring compliance with those procedures. Management has determined that our internal controls are, at this time, adequate and effective. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Investors relying upon this misinformation may make an uninformed investment decision.

Because our common stock could remain under $5.00 per share, it could continue to be deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.

Since our common stock is currently under $5.00 per share, it is considered a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. If the trading price of the common stock stays below $5.00 per share, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

·	Deliver to the customer, and obtain a written receipt for, a disclosure document;
·	Disclose certain price information about the stock;
·	Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
·	Send monthly statements to customers with market and price information about the penny stock; and
·	In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to accept the common stock for deposit into an account or, if accepted for deposit, to sell the common stock and these restrictions may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

FINRA sales practice requirements may also limit a stockholder's ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

We have one individual performing the functions of all officers and directors. Mr. Orr, our president, has developed our internal control procedures and is responsible for monitoring and ensuring compliance with those procedures. As a result, our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We currently maintain an executive office 8800 N. Gainey Center Dr. Suite 270 Scottsdale AZ 85253, which consists of approximately ~~577~~1,577 square feet. Our monthly rent for this office is ~~$3,500.~~$4,000. In January ~~2014,~~2015, we signed a sublease with Perigon Companies, LLC, a Delaware limited liability company (“Perigon”). The lease term iswas one year at a rate of ~~$3,500~~$4,000 per ~~month.~~month with an option to continue on a month-to-month basis.

Additionally, we maintain an industrial/commercial building located at 15720 N Greenway-Hayden Loop, Unit 2, Scottsdale, AZ 85254, which consists of approximately 1,924 square feet. ~~Our monthly rent~~On January 1, 2015, we signed a new lease for ~~this building is $2,158.33 commencing on March 3, 2014 through August 31, 2014.~~12 months at a rate of $2,800 per month.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any material legal proceedings.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASE OF EQUITY SECURITIES

Market Information

Our common stock is traded in the OTCQB under the symbol “BOLC”. Our common stock has traded sporadically on the OTCQB, which limits our ability to locate accurate high and low bid prices for each quarter within the last two fiscal years. Therefore, the following table lists the available quotations for the high and low bid prices for the fiscal years ended December 31, ~~2013~~2014 and ~~2012.~~2015.

The following table sets forth, the average high and low bid prices of our common stock as reported by Yahoo Finance. These quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions

		Year Ending December 31, 2013				Year Ending December 31, 2012				Year Ending December 31, 2015				Year Ending December 31, 2014
		AVERAGE BID PRICES				AVERAGE BID PRICES				AVERAGE BID PRICES				AVERAGE BID PRICES
		High		Low		High		Low		High		Low		High		Low
1st Quarter	$	2.36	$	0.80	$	0.05	$	0.05	$	2.33	$	1.68	$	4.02	$	2.47
2nd Quarter	$	0.95	$	0.95	$	0.05	$	0.05	$	2.38	$	1.76	$	3.24	$	1.95
3rd Quarter	$	2.36	$	1.21	$	0.05	$	0.05	$	2.45	$	1.80	$	3.31	$	2.12
4th Quarter	$	3.38	$	1.70	$	0.70	$	0.05	$	2.28	$	1.36	$	3.07	$	2.16

Holders of Common Stock

As of ~~April 2, 2014, we had~~May 5, 2016, there were approximately ~~142~~260 stockholders of record of ~~the 11,919,370~~our common stock. This number does not include shares ~~outstanding. The closing bid stock price on April 2, 2014 was $3.24.~~held by brokerage clearing houses, depositories or others in unregistered form.

Dividends

The payment of dividends is subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We have not paid or declared any dividends upon our common stock since our inception and, by reason of our present financial status and our contemplated financial requirements, do not anticipate paying any dividends upon our common stock in the foreseeable future.

We have never declared or paid any cash dividends. We currently do not intend to pay cash dividends in the foreseeable future on the shares of common stock. We intend to reinvest any earnings in the development and expansion of our business. Any cash dividends in the future to common stockholders will be payable when, as and if declared by our Board of Directors, based upon the Board’s assessment of:

·	our financial condition;

earnings;

·	need for funds;

·	capital requirements;

·	prior claims of preferred stock to the extent issued and outstanding; and

·	other factors, including any applicable laws.

Therefore, there can be no assurance that any dividends on the common stock will ever be paid.

Recent Sales of Unregistered Securities

~~Stock Issuances pursuant to Subscription Agreements~~

~~During~~On February 2, 2015, the ~~three months ended December 31, 2013, we sold a total of 390,000 shares of common stock to 14 accredited investors for cash received of $270,000.~~

~~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.~~

~~Stock Issuance Pursuant to Consulting Services~~

~~On October 7, 2013, we~~Company issued ~~5,000~~230,000 shares of common stock for ~~consulting~~cash received of $230,000.

On February 2, 2015, the Company issued 184,600 shares of common stock for services totaling ~~$15,850 to be performed over a period of one year.~~$184,600.

On ~~November 19, 2013, we~~February 2, 2015, the Company issued 30,000 shares of common stock owed to an employee of the Company as part of their employment agreement totaling $30,000.

On March 23, 2015, the Company issued a total of 35,000 shares of common stock for cash received of $35,000.

On March 23, 2015, the Company issued 20,000 shares of common stock for services totaling $20,000.

On March 23, 2015, the Company issued 100,000 shares of common stock owed to employees of the Company as part of their employment agreement totaling $100,000.

On April 2, 2015, the Company issued 175,000 shares of common stock for cash received of $175,000.

On April 2, 2015 the Company issued 15,000 shares of common stock for services totaling $15,000.

On April 2, 2015, the Company issued 10,000 shares of common stock for ~~consulting~~ services totaling ~~$30,000~~$10,000. The shares were valued according to ~~be performed over~~the fair value of the common stock, based on recent sales in a ~~period of one year.~~PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

On ~~December 10, 2013, we~~April 30, 2015, the Company issued ~~75,000~~451,000 shares of common stock for ~~a bonus~~cash received of $451,000.

On June 18, 2015, the Company issued 10,000 shares of common stock for ~~consulting services~~cash totaling ~~$232,500.~~$10,000.

On June 18, 2015, the Company issued 400,000 shares of common stock for cash received of $400,000.

1820

~~We made~~On June 18, 2015, the ~~above~~Company issued 167,400 shares of common stock ~~issuance in reliance upon~~for services totaling $167,400. The shares were valued according to the ~~exemption from registration under Section 4(2)~~fair value of the ~~Securities Act for private offerings~~common stock, based on recent sales in a PPM at $1.00 and not ~~involving a public distribution.~~based on the stock price on the market at the time which ranged from $2.53 to $3.71.

~~Stock Issuance Pursuant~~On June 18, 2015, the Company issued 11,300 shares of common stock as a settlement of debt totaling $11,300. The shares were valued according to ~~Employment Agreement~~the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

~~As of November 30, 2013, we owe 15,000~~On June 18, 2015, the Company issued 30,000 shares of ~~restricted~~common stock owed to an officer of the Company as part of their employment agreement totaling $30,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

On June 30, 2015, the Company issued 12,500 shares of common stock for cash received of $12,500.

On June 30, 2015, the Company issued 120,000 shares of common stock for services totaling $120,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

On August 19, 2015, the Company issued 136,000 shares of common stock for cash received of $136,000,of which $50,000 of the funds were received as of June 30, 2015 and recorded as stock payable.

On August 19, 2015, the Company issued 30,085 shares of common stock for services totaling $30,085. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

On August 19, 2015, the Company issued 10,000 shares of common stock owed to an employee of the Company as part of their employment agreement totaling $10,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

In October 1, 2015, the Company issued 25,000 shares of common stock for cash totaling $25,000.

On October 1, 2015, the Company issued 100,000 shares of common stock for services totaling $100,000.

On October 1, 2015, the Company issued 30,000 shares of common stock earned by the President of the Company as part of their employment agreement totaling $30,000.

On October 28, 2015, the Company issued 10,000 shares of common stock as commission totaling $10,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

On October 28, 2015, the Company issued 73,000 shares of common stock for services totaling $73,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

On November 23, 2015, the Company sold 50,000 shares of common stock to ~~our~~an investor for cash totaling $50,000. The shares were issued on February 10, 2016.

On November 30, 2015, the Company recorded a stock payable totaling $30,000 for 30,000 shares of common stock earned by the President of the Company as part of their employment agreement. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and ~~Chief Executive Officer pursuant~~not based on the stock price on the market at the time which ranged from $2.53 to ~~his~~$3.71. The shares were issued on February 2, 2016.

On December 3, 2015, the Company sold 10,000 shares of common stock to an investor for cash totaling $10,000. The shares were issued on February 10, 2016.

On December 31, 2015, the Company recorded a stock payable totaling $10,000 for 10,000 shares of common stock earned by the President of the Company as part of their employment ~~agreement, wherein~~agreement. The shares were valued according to the ~~corporation is obligated~~fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to ~~issue 15,000 shares on a quarterly basis for his executive services.~~$3.71. As of the date of this ~~report~~filing, the shares have not been issued.

On December 31, 2015, the Company isrecorded a stock payable totaling $500,000 for 500,000 shares of common stock earned by a consultant. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the ~~process of issuing~~stock price on the ~~15,000 shares.~~market at the time which ranged from $2.53 to $3.71. The shares were issued on February 2, 2016.

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

Subsequent ~~Issuances~~Sales & issuances of Unregistered Securities

~~During~~On February 2, 2016, the ~~first quarter of 2014, we sold 1,607,999~~Company issued 130,000 shares of common stock ~~to a total~~for cash received of ~~54 accredited investors for a total purchase price of $1,607,999, all of which was paid in cash. The 1,607,999~~$130,000.

On February 2, 2016, the Company issued 930,000 shares of common stock ~~have been issued.~~for services totaling $930,000.

~~During the first quarter of 2014, we issued 593,911 shares of restricted common stock in exchange for services rendered to the Company.~~

~~In March 2014,~~On February 10, 2016, the Company ~~and a lender agreed to settle $275,000 in principal in exchange for 1,100,000~~issued 60,000 shares of common ~~stock. The~~stock for cash received of $60,000.

On February 10, 2016, the Company issued 45,000 shares ~~are in~~of common stock for services totaling $45,000.

On February 22, 2016, the ~~process~~Company issued 303,000 shares of ~~being issued as of the date of this filing.~~common stock for services totaling $303,000.

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

Issuer Purchases of Equity Securities

The Company did not repurchase any of its equity securities during the fourth quarter ended December 31, ~~2013.~~2015.

ITEM 6. SELECTED FINANCIAL DATA

This item is not applicable, as we are considered a smaller reporting company.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~OVERVIEW AND OUTLOOK~~Background

Bollente Companies Inc. was ~~formed as~~incorporated in the state of Nevada on March 7, 2008. The Company is headquartered in Scottsdale, Arizona and currently operates through its wholly-owned subsidiary, Bollente, Inc., a Nevada corporation ~~in March 2008.~~incorporated on December 3, 2009. On ~~September 23, 2010,~~August 13, 2015, the Company ~~changed its name from Alcantara Brands Corporation to~~formed a wholly-owned subsidiary, Bollente ~~Companies~~International, Inc. ~~Effective May 16, 2011, we completed the acquisition of Bollente, Inc. through the acquisition of 100% of the issued and outstanding common stock of Bollente, Inc.~~

1923

~~Our Operations~~

~~As a result of completing the acquisition of~~ Bollente ~~Inc. on May 16, 2011, our entire operations is currently based upon the operations of our wholly-owned subsidiary Bollente, Inc., which is involved in researching~~manufactures and ~~manufacturing a green technology centered on a tankless water heater system for residential and commercial purposes. Our first branded product is~~sells a high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products.

~~Operation Plan~~

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

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

~~We expect to achieve these results by:~~

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

·	~~Filing for patent for our electric tankless water heater line and obtaining trademark protection for our brand;~~

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

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

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

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

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

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

Our future financial results will depend primarily on: (i) our ability to raise necessary capital; (ii) obtaining required certifications to sell our products in the domestic market place; (iii) our success in obtaining patent protection for our intellectual property; and (iv) our ability to monetize our intellectual property. There can be no assurance that we will be successful in any of these respects, or that we will be able to obtain additional funding to increase our currently limited capital resources. See “Item 1. Business.”

RESULTS OF OPERATIONS

~~Revenue.~~ ~~During the years ended December 31, 2013 and 2012, we did not generate revenues.~~Revenues

~~General and Administrative~~. ~~General and administrative expenses increased $82,369, or 172%, to $130,294 for~~In the ~~fiscal~~ year ended December 31, ~~2013 from $47,925~~2015 we generated $265,504 in revenues, as compared to $238,912 in revenues in the prior year. The increase in sales was attributable mostly to sales of our trutankless® products and also the sale of Vero products which Vero products were not sold in 2014. Cost of goods sold was $342,999, as compared to $440,330 in the prior year.

To the knowledge of management, the Company is unaware of any trends or uncertainties in the sales or costs of our products and services for the ~~fiscal~~periods discussed.

Expenses

Operating expenses totaled $4,454,110 during the year ended December 31, ~~2012. The increase was~~2015 as ~~a result of an increase~~compared to $6,010,406 in ~~salaries and wages including employee recruitment fees, payroll taxes and fees of $26,109, marketing expenses increased $15,772.~~

~~General and Administrative – Related Party~~. ~~General and administrative – related party expenses increased $22,100, or 100%, to $22,100 for~~ the ~~fiscal~~prior year. In the year ended December 31, ~~2013~~2015, our expenses primarily consisted of General and Administrative of $1,369,555, Executive Compensation of $266,500, Research and Development of $318,720, and Professional fees of $2,499,335.

General and administrative fees decreased $187,460, from ~~$0 for~~ the ~~fiscal~~ year ended December 31, ~~2012. The increase was as a result of salaries and wages for an employee who is also a shareholder.~~

~~Executive Compensation~~. ~~Executive compensation decreased $31,176, or 20%,~~2014 to ~~$123,600 in~~ the ~~fiscal~~ year ended December 31, ~~2013 from $154,776 for the fiscal year ended December 31, 2012. The~~2015. This decrease ~~in executive compensation~~ was primarily due to a decrease in wages and marketing in 2015.

Executive Compensation increased $57,650 from the ~~fair value of equity~~year ended December 31, 2014 to the year ended December 31, 2015. Executive Compensation increased due to an increase in cash and stock based compensation to the President of the ~~Company and the decrease in payroll taxes.~~Company.

~~Research and Development.~~Research and development ~~expenses increased $256,251, or 562% to $301,801 in~~decreased $558,057 from the ~~fiscal~~ year ended December 31, ~~2013 from $45,550 for~~2014 to the ~~fiscal~~ year ended December 31, ~~2012. The increase in research and development was due~~2015. This decrease is attributed primarily to the Company spending ~~more~~less towards developing its technology. In 2014, the Company was still spending funds on developing our products.

~~Professional Fees~~.Professional fees ~~increased $1,705,337, or 194%, to $2,583,814 in~~decreased $868,429 from the ~~fiscal~~ year ended December 31, ~~2013 from $878,477 for~~2014 to the ~~fiscal~~ year ended December 31, ~~2012.~~2015. Professional fees decreased due to a decrease in consulting fees associated with business development.

Other Income and Expenses

Other income increased $270,787 in the year ended December 31, 2015 from $7,182 for the year ended December 31, 2014. The increase ~~in professional fees~~ was the result of ~~an increase~~a forgiveness of debt in ~~legal and accounting fees associated with public company filings and the amortization of the prepaid stock compensation.~~2015.

~~Interest Expense – Related Party~~.Interest expense – related party increased ~~$1,020, or 2%~~$30,309 to ~~$44,402~~$39,394 in the ~~fiscal~~ year ended December 31, ~~2013~~2015 from ~~$43,382~~$9,085 for the ~~fiscal~~ year ended December 31, ~~2012.~~2014. The increase was the result of an increase in notes ~~payables~~payable with interest accruals.

~~Interest Expense~~.Interest expense ~~decreased $2,842, or 91%~~increased $117 to ~~$258in~~$322 in the ~~fiscal~~ year ended December 31, ~~2013~~2015 from ~~$3,100for~~$205 for the ~~fiscal~~ year ended December 31, ~~2012.~~2014. The ~~decrease~~increase was the result of ~~a decrease~~an increase in notes payable with interest ~~accruals from note payables.~~accruals.

Net Loss

~~Net Loss~~.In the ~~fiscal~~ year ended December 31, ~~2013,~~2015, we generated a net loss of ~~$3,206,269, an increase~~$4,293,361, a decrease of ~~$2,033,059, or 173%,~~$2,924,578 from ~~$1,173,210~~$7,217,939 for the ~~period~~year ended December 31, ~~2012. The increase~~2014. This decrease was attributable to ~~increased~~decreased research and development costs, professional fees, and loss on debt conversion. The loss on debt conversion amount was determined as follows: Amount owed to Perigon totaled $275,000. We issued 1,100,000 shares valued at $1.00 per share based on prior stock ~~based consulting~~issuances. The total value converted was $1,100,000 which left an $825,000 loss on conversion.

In the year ended December 31, 2015, we generated a net loss from continuing operations of $4,293,361, a decrease of $2,745,571 from $7,038,932 for the year ended December 31, 2014. This decrease was attributable to decreased research and development costs, professional fees ~~accounting,~~ and loss on debt conversion.

In the year ended December 31, 2015, we generated a net loss from discontinued operations of $0 compared to a net loss from discontinued operations of $179,007 for the year ended December 31, 2014. This decrease was attributable to decreased legal fees.

Going Concern

The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern. The Company may not have a sufficient amount of cash required to pay all of the costs associated with operating and marketing of its products. Management intends to use borrowings and security sales to mitigate the effects of cash flow ~~deficits,~~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 December 31, ~~2013,~~2015, we had ~~$4,329in~~$3,618 in cash, ~~$24,761~~$72,533 in accounts receivable, $222,537 in inventory, $205,886 in prepaid expenses and ~~$1,233,339~~$306,217 in prepaid stock compensation. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Annual 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 ~~periods indicated:~~years ended December 31, 2015 and 2014:

	Fiscal Year Ended December 31,						Year ended December 31,
	2013			2012			2015	2014
Net cash used in operating activities – continuing operations							$ (2,523,867)	$ (2,647,194)
Net cash used in operating activities – discontinued operations							-	(85,647)
Net cash used in operating activities	$	(458,560	)	$	(325,247	)	(2,523,867)	(2,732,841)
Net cash used in investing activities – continuing operations							(18,424)	(12,324)
Net cash used in investing activities	$	(55,098	)	$	(3,500	)	(18,424)	(12,324)
Net cash provided by financing activities – continuing operations							2,505,463	2,695,635
Net cash provided by financing activities – discontinued operations							-	86,013
Net cash provided by financing activities	$	514,115		$	415,755		2,505,463	2,781,648
Net increase/(decrease) in Cash	$	457		$	87,008
Cash, beginning of year	$	3,872		$	864
Cash, end of year	$	4,329		$	87,872
Net decrease in Cash							(36,828)	36,483
Cash, beginning							40,446	4,329
Cash, ending							3,618	40,812
Less: Cash, discontinued operations							-	366
Cash, continuing operations							$ 3,618	$ 40,446

Operating activities

Net cash used in operating activities – continuing operations was ~~$458,560~~$2,523,867 for the year ended December 31, ~~2013,~~2015, as compared to ~~$325,247~~$2,647,194 used in operating activities for the same period in ~~2012.~~2014. The ~~increase~~decrease in net cash used in operating activities – continuing operations was primarily due to ~~an increase~~ a decrease in payroll, marketing, research and development and consulting contract cost.

Net cash used in ~~development cost incurred and paid with cash.~~

..operating activities – discontinued operations was $0 for the year ended December 31, 2015, as compared to $85,647 used in operating activities for the same period in 2014. The decrease in net cash used in operating activities – discontinued operations was primarily due to a decrease in legal fees.

Investing activities

Net cash used in investing activities was ~~$55,098~~$18,424 for the ~~period~~year ended December 31, ~~2013,~~2015, as compared to ~~$3,500~~$12,324 used in investing activities for the same period in ~~2012.~~2014. The increase in net cash used in investing activities ~~for the current period~~ was primarily due to ~~the purchase of the website.~~an increase in software, trademarks, and fixed asset purchases.

Financing activities

Net cash provided by financing activities – continuing operations for the year ended December 31, ~~2013~~2015 was ~~$514,115,~~$2,505,463, as compared to ~~$415,755for~~$2,695,635 for the same period of ~~2012.~~2014. The ~~increase~~decrease of net cash provided by financing activities – continuing operations was mainly attributable to ~~more debt~~less equity financing from the sale of common stock and ~~increased operating needs.~~borrowings.

Net cash provided by financing activities – discontinued operations for the year ended December 31, 2015 was $0, as compared to $86,013 for the same period of 2014. The decrease of net cash provided by financing activities – discontinued operations was mainly attributable to less financing from borrowings.

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

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

During the year ended December 31, 2015, the Company has agreed to allow accredited investors the ability to receive a royalty on products sold in an effort to fund its distribution and marketing advances internationally by purchasing units. Each unit represents 0.625% royalty interest in the Gross Margin of product sold by Bollente International, Inc., costing $25,000 per unit. As of December 31, 2015, twenty-five units have been sold totaling $625,000. This amount is included in additional paid in capital since there is no obligation to repay the funds. As of December 31, 2015, we did not pay any royalties to the unit holders .

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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements and Financial Statement Schedules appearing on page ~~35 through 41~~36 of this Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements with our independent auditors on accounting or financial disclosures.

ITEM 9A (T) CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer, Robertson James Orr, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on his evaluation, Mr. Orr concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control, as is defined in the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

Our internal control over financial reporting includes policies and procedures that: (i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in accordance with generally accepted accounting principles and the receipts and expenditures of company assets are made and in accordance with our management and directors authorization; and (iii) provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

Management has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, ~~2013.~~2015.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

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

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ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The members of our board of directors serve for one year terms and are elected at the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the board of directors.

Information as to our current directors and executive officers is as follows:

Name	Age	Title	Since

Robertson James Orr	3941	Chief Executive Officer, President, Secretary, Treasurer, & Director	May 12, 2010

Duties, Responsibilities and Experience

Robertson James Orr, has been our Chief Executive Officer, President, Treasurer, Secretary, and ~~Secretary~~a Director since May 12, 2010. Mr. Orr attended Arizona State University and graduated with a BA in Business Management. In 1998, Mr. Orr assisted in the founding of bluemedia, Inc., a successful large format digital printing company based in Tempe, Arizona. Mr. Orr led bluemedia to profitability 9 years ago while overseeing the company's sales department and business development, and since then the company has continued to grow by more than 28% annually. In 2005, Mr. Orr and his Partners in bluemedia started a non-traditional ad agency called Blind Society, which is responsible for the direct to consumer marketing efforts of companies like AT&T, K-Swiss, and Activision. In addition to his entrepreneurial successes, Mr. Orr has been involved with supporting numerous local charitable causes through his work with the Boys & Girls Clubs of Phoenix, St. Joseph the Worker, the MDA and the ADA. He is also on the Board of Directors for the Tempe Chamber of Commerce and is active in the Phoenix 40.

Indemnification of Directors and Officers

Our Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors to the fullest extent permitted by Nevada law.

Limitation of Liability of Directors

Pursuant to the Nevada General Corporation Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified and does not affect any Director’s liability under federal or applicable state securities laws. We have agreed to indemnify our directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted in good faith and in a manner he believed to be in our best interests.

2529

Election of Directors and Officers

Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater-than-ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of the date of this filing they were current in their filings.

Code of Ethics

A code of ethics relates to written standards that are reasonably designed to deter wrongdoing and to promote:

~~Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;~~

1.	Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

~~Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer;~~

~~Compliance with applicable governmental laws, rules and regulations;~~

2.	Full, fair, accurate, timely and understandable disclosure in reports and documents that are filed with, or submitted to, the Commission and in other public communications made by an issuer;

~~The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code;~~

3.	Compliance with applicable governmental laws, rules and regulations;

4.	The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

5.	Accountability for adherence to the code.

We have not adopted a corporate code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Our decision to not adopt such a code of ethics results from our having a small management for the Company. We believe that the limited interaction which occurs having such a small management structure for the Company eliminates the current need for such a code, in that violations of such a code would be reported to the party generating the violation.

Corporate Governance

We currently do not have standing audit, nominating and compensation committees of the board of directors, or committees performing similar functions. Until formal committees are established, our entire board of directors, perform the same functions as an audit, nominating and compensation committee.

2630

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past five years:

·	been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

·	had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

·	been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

ITEM 11. EXECUTIVE COMPENSATION

Overview of Compensation Program

We currently have not appointed members to serve on the Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable and competitive.

~~Compensation Philosophy and Objectives~~

2731

Compensation Philosophy and Objectives

The Board of Directors believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company and that aligns executives’ interests with those of the stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. As a result of the size of the Company and only having one officer, the Board evaluates both performance and compensation on an informal basis. Upon hiring additional executives, the Board intends to establish a Compensation Committee to evaluate both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative to the compensation paid to similarly-situated executives of peer companies. To that end, the Board believes executive compensation packages provided by the Company to its executives, including the named executive officers, should include both cash and stock-based compensation that reward performance as measured against established goals.

Role of Executive Officers in Compensation Decisions

The Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and Directors of the Company. Decisions regarding the non-equity compensation of other employees of the Company are made by management.

On March 1, 2011, we entered into a one year employment agreement with Mr. Orr. Mr. Orr will receive annual compensation of $42,000, due monthly. For the fiscal year ended December 31, 2011, Mr. Orr earned $35,000, of which $26,521 was accrued. Additionally, Mr. Orr received 50,000 shares of common stock valued at $40,000 during the year ended December 31, 2011. As of December 31, 2011, Mr. Orr was owed a total of 100,000 shares of common stock valued at $164,000. The 100,000 shares were subsequently issued in March 2012.

On March 1, 2012, we renegotiated Mr. Orr’s employment agreement and the annual compensation is $12,000. Mr. Orr has the option to convert the unpaid compensation to shares of common stock at a $1.00 per share. Additionally, he will receive 15,000 shares of common stock per quarter which will be valued based on the fair value of the common stock on the date the shares are earned. Mr. Orr’s employment agreement was renewed on March 1, 2013 under the same terms.

~~In March 2014,~~2015, the Company executed ~~an employment agreement~~a Personal Service Agreement with Mr. Orr, the President of the Company. Mr. Orr will receive annual compensation of $75,000 due monthly. Mr. Orr 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.~~2015.

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by our current Executive Officers for the fiscal ~~year~~years ended December 31, ~~2013~~2015, 2014 and ~~2012~~2013.

SUMMARY COMPENSATION TABLE
Name and Principal Positions	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen-sation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compen-sation ($)	Total ($)	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen-sation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compen-sation ($)	Total ($)
Robertson James Orr(1),										2015	76,500	-0-	190,000(2)	-0-	-0-	-0-	-0-	266,500
President, Secretary,	2013	12,000	-0-	111,600(2)					123,600	2014	64,500	-0-	165,000(3)	-0-	-0-	-0-	-0-	229,500
Treasurer & Director	2012	17,000	-0	126,100(3)	-0	-0	-0	-0	143,100	2013	12,000	-0-	111,600(4)	-0-	-0-	-0-	-0-	123,600

(1)	Mr. Orr was appointed President, Secretary, Treasurer, and Director of the Company on May 12, 2010.

~~Amount represents the fair market value of 45,000~~

(2)	Amount represents the fair market value of 190,000 shares of common stock issued for services as an employee.

(3)	Amount represents the fair market value of 165,000 shares of common stock issued for services as an employee.

(4)	Amount represents the fair market value of 45,000 shares of common stock issued for services as an employee.

(5)	Amount represents the fair market value of 95,000 shares of common stock issued for services as an employee.

2832

Termination of Employment

There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company, except with respect to a breach of contract on the part of the Company.

Option Grants in Last Fiscal Year

During the years ended December 31, ~~2013~~2015 and ~~2012,~~2014, we did not grant any options to our officers and directors.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information, to the best of our knowledge, about the beneficial ownership of our common stock on ~~April 1, 2014~~May 6, 2016 relating to the beneficial ownership of our common stock by those persons known to beneficially own more than 5% of our capital stock and by our directors and executive officers. The percentage of beneficial ownership for the following table is based on ~~11,919,370~~20,818,186 shares of common stock outstanding.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days after ~~April 1, 2014~~May 6, 2016 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock.

Security Ownership of Management, Directors and Certain Beneficial Owners

Title of Class	Name of Beneficial Owner(1)	Number Of Shares	Percent Beneficially Owned	Name of Beneficial Owner(1)	Number Of Shares	Percent Beneficially Owned
Common	Robertson James Orr – Sole Officer and Director(2)	431,327	3.6%	Robertson James Orr – Sole Officer and Director(2)	776,327	3.7%
Common	Jim Burns & Lynn Burns JT TEN	1,100,000	9.2%	Jim Burns & Lynn Burns JT TEN	1,110,000	5.3%
Common	All Directors, Officers and Principal Stockholders as a Group	1,531,327	12.8%
				All Directors, Officers and Principal Stockholders as a Group	1,886,327	9.0%

1.	As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to Common Stock (i.e., the power to dispose of, or to direct the disposition of, a security).

As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to Common Stock (i.e., the power to dispose of, or to direct the disposition of, a security).

2. ��

Robertson James Orr is a natural person directly holding 100% voting power over the shares. Mr. Orr’s address is located at 312 West Macaw Drive, Chandler, AZ 85255.

~~Robertson James Orr is a natural person directly holding 100% voting power over the shares. Mr. Orr’s address is located at 312 West Macaw Drive, Chandler, AZ 85255.~~

3.	Jim & Lynn Burns are natural persons directly holding 100% voting power over the shares. Mr. and Mrs.’s Burns address is located at 146101 W Meadow Ln, Maricopa, AZ 85139

~~Jim & Lynn Burns is a natural person directly holding 100% voting power over the shares. Mr. and Mrs.’s Burns address is located at 146101 W Meadow Ln, Maricopa, AZ 85139~~

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPNDENCE

Transactions with Related Persons

~~As of December 31, 2013,~~In January 2014, the Company ~~had~~executed a ~~note payable totaling $500,000 due to~~sublease agreement with Perigon Companies, LLC, a ~~stockholder~~related party. The lease term was one year at a rate of $4,000 per month. The Company paid a refundable security deposit of $1,500. The lease is currently month-to-month at the same rate of $4,000 per month.

On March 3, 2015, the Company received $200,000 as a loan from a shareholder of the Company. The ~~note payable~~interest rate is ~~unsecured and was due~~12% that is to be paid on ~~February 2014. In February 2014, the Company and the lender agreed to extend the due date~~a monthly basis. The term of the ~~loan~~note is for ~~$500,000 for an additional year~~two years beginning March 3, 2015 and ~~will be due in February 2015.~~ending on March 2, 2017.

Promoters and Certain Control Persons

Director Independence

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit and Non-Audit Fees

The ~~following table sets forth the~~aggregate fees ~~paid or accrued by us~~billed for ~~the audit and other~~professional services ~~provided~~rendered by De Joya Griffith & Company, LLC, for the audit of our annual financial statements and review of the financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for fiscal years 2014 was $33,800.

In March 2015, we engaged Seale and Beers, CPAs to serve as the Registrant’s independent registered public accountants. The aggregate fees billed for professional services rendered by Seale and Beers, CPAs for the audit of our annual financial statements for the ~~years ended December 31, 2013~~fiscal year 2015 and ~~2012:~~2014 was $30,000 and $15,000, respectively.

Fiscal Year Ended
December 31, 2013

Fiscal Year Ended
December 31, 2012

Audit Fees(1)
$ 16,500 $ 18,000
Audit-Related Fees $ - $ -
Tax Fees $ - $ -
All Other Fees $ - $ -
Total $ 16,500 $ 18,000

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1.	The financial statements listed in the "Index to Consolidated Financial Statements" on page 3634 are filed as part of this report.

2.	Financial statement schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.

3.	Exhibits included or incorporated herein: See index to Exhibits.

			~~Incorporated by reference~~
Exhibit Number	Exhibit Description
~~Filed~~ ~~herewith~~	~~Form~~2.1	~~Period~~ ~~ending~~Acquisition Agreement and Plan of Merger – dated March 3, 2011(3)
~~Exhibit~~2.2	~~Filing date~~ Addendum No. 1 to Acquisition Agreement and Plan of Merger – Dated April 27, 2011(4)
3(i)(a)	Articles of Incorporation of Bollente Companies, Inc. (Formerly Alcantara Brands Corporation)(1)
3(i)(b)	Certificate of Amendment – Name Change – Dated March 2, 2011(2)
3(i)(c)	Certificate of Change – 50:1 Reverse Split – Dated September 23, 2010(2)
3(ii)(a)	Bylaws of Bollente Companies, Inc. (Formerly Alcantara Brands Corporation)(1)
10.1	Sublease Agreement –Perigon - dated January 1, 2014*
10.2	Sublease Agreement – Templar – dated January 1, 2015*
10.3	Subscription and Royalty Agreement – Bollente International – S. Bressler*
10.4	Subscription and Royalty Agreement – Bollente International – Fouts*
10.5	Subscription and Royalty Agreement – Bollente International – Heroux*
10.6	Subscription and Royalty Agreement – Bollente International – Hooker*
10.7	Subscription and Royalty Agreement – Bollente International – R. Fouts*
10.8	Subscription and Royalty Agreement – Bollente International – Femrite*
10.9	Subscription and Royalty Agreement – Bollente International – Schutz*
10.10	Subscription and Royalty Agreement – Bollente International – Slyter*
10.11	Employment Agreement – RJ dated March 1, 2015
10.12	Promissory Note $200,000 dated March 3, 2015
21.1	Subsidiaries of the Company
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act	X
32.1	Certification pursuant to 18 U.S.C. Section ~~906 of the Sarbanes-Oxley Act~~	X		350
101.INS**101.INS	XBRL Instance ~~Document~~	X
101.SCG**101.SCH	XBRL Taxonomy Extension Schema	X
101.CAL**101.CAL	XBRL Taxonomy Extension Calculation ~~Linkbase~~	X
101.DEF**101.DEF	XBRL Taxonomy Extension Definition ~~Linkbase~~	X
101.LAB**101.LAB	XBRL Taxonomy Extension Label ~~Linkbase~~	X
101.PRE**101.PRE	XBRL Taxonomy Extension Presentation ~~Linkbase~~	X
	**	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.

(1)	Incorporated by reference from the Company’s Registration Statement on Form SB-2 filed on March 19, 2008.

(2)	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 24, 2010.

(3)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 10, 2011.

(4)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 6, 2011.

BOLLENTE COMPANIES INC.

Signature	Title	Date

/S/s/ Robertson J. Orr	Chairman of the Board of Directors,	~~April 14, 2014~~November 2, 2016
Robertson James Orr	Chief Executive Officer (Principal Executive Officer)
	and Principal Financial Officer

BOLLENTE COMPANIES INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, ~~2013~~2015 AND ~~2012~~2014

	PAGES

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	3437

CONSOLIDATED BALANCE SHEETS	3538

CONSOLIDATED STATEMENTS OF OPERATIONS	3639

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY	3740

CONSOLIDATED STATEMENTS OF CASH FLOWS	3841

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	3942

~~Office Locations~~PCAOB Registered Auditors – www.sealebeers.com

~~Las Vegas, NV~~

~~New York, NY~~

~~Pune, India~~

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Bollente Companies, Inc.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the ~~audits~~audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The ~~Company~~company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the ~~Company’s~~company’s internal control over ~~the~~ financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the ~~consolidated~~ financial statements referred to above present fairly, in all material respects, the financial position of Bollente Companies, Inc. ~~and subsidiaries~~ as of December 31, ~~2013~~2015 and ~~2012~~2014, and the ~~result~~related statements of ~~its operations~~income, stockholders’ equity (deficit), and ~~its~~ cash flows for each of the years ~~then~~in the two-year period ended ~~and from inception (March 7, 2008) to~~ December 31, ~~2013,~~2015 in conformity with ~~U.S.~~accounting principles generally accepted ~~accounting principles.~~in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has ~~suffered~~minimal revenues, has negative working capital at December 31, 2015, has incurred recurring losses and recurring negative cash flow from ~~operations,~~operating activities, and has an accumulated deficit which ~~raise~~raises substantial doubt about its ability to continue as a going concern. Management’s plans ~~regarding~~concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ ~~De Joya Griffith, LLC~~Seale and Beers, CPAs

BOLLENTE COMPANIES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(audited)

Deficit
Accumulated
Additional During Total
Preferred Shares Common Shares Paid-In Subscriptions Subscriptions Development Stockholders'
Shares Amount Shares Amount Capital Receivable Payable Stage Equity (Deficit)
March 7, 2008
Issuance of common stock for cash on organization of the Company - $ - 150,000 150 7,350 - - - 7,500

March 14, 2008
Issuance of common stock for professional fees 20,000 20 9,980 10,000

September 30, 2008
Issuance of common stock for cash, net offering costs 110,000 110 49,890 (500 ) 49,500

Net loss (77,464 ) (77,464 )

Balance, December 31, 2008 - $ - 280,000 280 67,220 (500 ) - (77,464 ) (10,464 )

March 4, 2009
Donated capital 1,000 1,000
��
October 27, 2009
Issuance of common stock for cash 16,762 17 214,515 214,532

November 2, 2009
Cash received for sale of common stock 50,000 50,000

December 17, 2009
Cash received for sale of common stock 30,000 30,000

December 31, 2009
Expenses paid for by an officer of the Company 2,555 2,555

Net loss (346,637 ) (346,637 )

Balance, December 31, 2009 - $ - 296,762 297 285,290 (500 ) 80,000 (424,101 ) (59,014 )

February 9, 2010
Issuance of common stock for services 10,000 10 194,990 195,000

February 28, 2010
Donated capital 3,555 3,555

March 3, 2010
Issuance of warrants for services 308,176 308,176

March 22, 2010
Issuance of common stock for services 1,000 1 14,999 15,000

May 5, 2010
Issuance of common stock for cash 11,967 12 122,988 500 (80,000 ) 43,500

June 9, 2010
Issuance of common stock for services 35,000 35 174,965 175,000

June 17, 2010
Issuance of common stock for services 20,000 20 79,980 80,000

July 1, 2010
Shares issuable for services 25,000 25,000

October 1, 2010
Shares issuable for services 25,000 25,000

December 31, 2010
Recapitalization for merger with Bollente, Inc. 34,275 34,275

Net loss (1,021,222 ) (1,021,222 )

Balance, December 31, 2010 - $ - 374,729 375 1,219,218 - 50,000 (1,445,323 ) (175,730 )

February 17, 2011
Issuance to settle accounts payable 250,000 250 137,250 137,500

February 24, 2011
Deemed distribution (516,563 ) (516,563 )

May 1, 2011
Issuance for employment agreement 50,000 50 39,950 40,000

May 16, 2011
Recapitalization for merger with Bollente, Inc. 4,707,727 4,708 (4,708 ) -

June 21, 2011
Issuance for consulting services 375,000 375 299,625 300,000

September 30, 2011
Issuance for cash 400,000 400 99,600 100,000

September 30, 2011
Issuance for subscriptions payable 10,000 10 49,990 (50,000 ) -

September 30, 2011
Issuance for enticement related to note payable 30,000 30 6,570 - 6,600

November 17, 2011
Issuance for consulting services 100,000 100 149,900 150,000

November 30, 2011
Shares issuable for employment agreement 164,000 164,000

December 31, 2011
Issuance for cash 100,000 100 24,900 25,000

December 31, 2011
Issuance for consulting services 100,000 100 104,900 105,000

Net loss (653,584 ) (653,584 )

Balance, December 31, 2011 - $ - 6,497,456 6,498 1,610,632 - 164,000 (2,098,907 ) (317,777 )

February 29, 2012
Shares issuable for employment agreement 50,500 50,500

March 19, 2012
Issuance for subscriptions payable 150,000 150 214,350 (214,500 ) -

March 31, 2012
Issuance for cash 50,000 50 24,950 25,000

April 30, 2012
Issuance for cash 120,000 120 59,880 60,000

May 29, 2012
Issuance for consulting services 120,000 120 191,880 192,000

May 31, 2012
Issuance for cash 30,000 30 14,970 15,000

May 31, 2012
Shares issuable for employment agreement - - - 24,000 24,000

August 31, 2012
Issuance for cash 50,000 50 24,950 25,000

August 31, 2012
Shares issuable for employment agreement - - - 28,350 28,350

September 28, 2012
Issuance for consulting services 30,000 30 74,970 75,000

September 28, 2012
Issuance for subscriptions payable 30,000 30 52,320 (52,350 ) -

October 31, 2012
Issuance for consulting services 10,000 10 24,990 25,000

October 31, 2012
Issuance for cash 550,000 550 274,450 275,000

November 30, 2012
Issuance for consulting services 500,000 500 1,324,500 1,325,000

November 30, 2012
Issuance for employment agreement 15,000 15 23,235 23,250

December 31, 2012
Shares issuable for cash 7,500 7,500
Prior period adjustment 12,503 12,503

Net loss (1,173,210 ) (1,173,210 )

Balance, December 31, 2012 - $ - 8,152,456 $ 8,153 $ 3,928,580 $ - $ 7,500 $ (3,272,117 ) $ 672,116

December 31, 2013
Issuance for cash 590,000 590 351,910 42,500 395,000

December 31, 2013
Issuance for employment agreement 45,000 45 66,705 44,850 111,600

December 31, 2013
Issuance for consulting services 1,195,000 1,195 2,532,655 2,533,850

December 31, 2013
Issuance for debt conversion 260,000 260 130,503 130,763

December 31, 2013
Net loss (3,206,269 ) (3,206,269 )

Balance, December 31, 2013 - $ - 10,242,456 $ 10,243 $ 7,010,353 $ - $ 94,850 $ (6,478,386 ) $ 637,060

BOLLENTE COMPANIES, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(audited)


																Deficit
																Accumulated
									Additional							During			Total
	Preferred Shares				Common Shares				Paid-In		Subscriptions		Subscriptions			Development			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Receivable		Payable			Stage			Equity (Deficit)
Balance, December 31, 2013		-	$	-		10,242,456	$	10,243	$	7,010,353	$	-	$	94,850		$	(6,478,386	)	$	637,060

Spin-off of Nuvola, Inc.
November 24, 2014																	189,507			189,507

December 31, 2014
Issuance for cash						2,817,999		2,818		2,815,181		-		75,000						2,892,999

December 31, 2014
Issuance for employment agreement						527,000		527		556,323				(14,850	)					542,000

December 31, 2014
Issuance for consulting services						2,231,592		2,232		2,229,360				9,375						2,240,967

December 31, 2014
Issuance for debt conversion						1,115,250		1,115		1,114,135										1,115,250

December 31, 2014
Net loss																	(7,217,939	)		(7,217,939	)

Balance, December 31, 2014		-	$	-		16,934,297	$	16,935	$	13,725,353	$	-	$	164,375		$	(13,506,818	)	$	399,845

December 31, 2015
Issuance for cash						1,474,500		1,475		1,473,026		-		85,000						1,559,500

December 31, 2015
Issuance for employment agreement						200,000		200		199,800				10,000						210,000

December 31, 2015
Issuance for consulting services						720,085		730		719,355				490,625						1,210,710

December 31, 2015
Issuance with note payable						10,000		10		9,990										10,000

December 31, 2015
Issuance for settlement of accounts payable						11,300		11		11,289										11,300

December 31, 2015
Proceeds from royalty payments										625,000										625,000

December 31, 2015
Net loss																	(4,293,361	)		(4,293,361	)

Balance, December 31, 2015		-	$	-		19,350,182	$	19,351	$	16,763,822	$	-	$	750,000		$	(17,800,179	)	$	(267,006	)

3842

BOLLENTE COMPANIES, INC.

~~(A DEVELOPMENT STAGE COMPANY)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations

Principles of consolidation

Cash and cash equivalents

The Company capitalizes the costs associated with the development of the Company’s website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company plans to commence amortization upon completion and release of the Company’s fully operational ~~website in 2014.~~website.

BOLLENTE COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-based compensation

~~BOLLENTE COMPANIES, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(AUDITED)~~

~~NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~

~~Stock-based compensation~~

~~Revenue recognition~~

~~Advertising costs~~

~~The Company does not anticipate any significant changes to its total unrecognized tax benefits within the next 12 months.~~

~~BOLLENTE COMPANIES, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(AUDITED)~~

~~NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~

Fair value of financial instruments

~~Reclassifications~~

~~Recent pronouncements~~

4144

BOLLENTE COMPANIES, INC.

~~(A DEVELOPMENT STAGE COMPANY)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

Recent pronouncements

NOTE 2 – GOING CONCERN

NOTE 3 – INVENTORY

	December 31, 2015		December 31, 2014

Raw materials	$	42,061	$	174,132
Finished goods		180,476		-

Total	$	222,537	$	174,132

	December 31, 2015			December 31, 2014

Website	$	58,598		$	58,598

Less: Accumulated amortization		(37,438	)		(17,905	)

Website, net	$	21,160		$	40,693

BOLLENTE COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

NOTE 5 – NOTES PAYABLE – RELATED PARTY

	December 31, 2015		December 31, 2014

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

Note payable from a shareholder, secured, 12% interest, due June 2016		195,000		-

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

Notes Payable – Current	$	195,600	$	128,637

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

Note payable, to an officer, director and shareholder, secured, 5% interest, due April 2017		33,000		-

Notes payable – Long Term	$	233,000	$	-

NOTE 6 – ROYALTY PAYMENTS

NOTE 7 – DISCONTINUED OPERATIONS

BOLLENTE COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT)

BOLLENTE COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

BOLLENTE COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

NOTE 39 – PREPAID STOCK COMPENSATION

~~BOLLENTE COMPANIES, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(AUDITED)~~

~~NOTE 4 – WEBSITE~~

December 31,
2013
December 31, 2012

Website $ 58,598 $ 3,500

Less: Accumulated amortization - -

Website, net $ 58,598 $ 3,500

~~NOTE 5 – NOTES PAYABLE – RELATED PARTY~~

December 31,
2013
December 31, 2012

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

Note payable with a shareholder, unsecured, 0% interest, due upon demand - -

Note payable with a shareholder, unsecured, 5% interest, due February 2015 500,000 -

Notes Payable – Current $ 500,450 $ 450

December 31,
2013
December 31, 2012
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2014 $ 49,051 $ 17,936

Line of credit – Current $ 49,051 $ 17,936

~~BOLLENTE COMPANIES, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(AUDITED)~~

~~NOTE 6 – NOTES PAYABLE~~

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

Unamortized debt discount - -

Notes Payable – Current $ 30,250 $ 30,250

~~NOTE 7 – LONG TERM NOTES PAYABLE – RELATED PARTY~~

December 31, 2013 December 31, 2012
Note payable with a shareholder, unsecured, 5% interest, due February 2015 $ - $ 500,000

Notes Payable – Long Term $ - $ 500,000

~~NOTE 8 – STOCKHOLDERS’ EQUITY~~

~~BOLLENTE COMPANIES, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(AUDITED)~~

~~NOTE 8 – STOCKHOLDERS’ EQUITY (CONTINUED)~~

~~Common stock (continued)~~

~~BOLLENTE COMPANIES, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(AUDITED)~~

~~NOTE 8 – STOCKHOLDERS’ EQUITY (CONTINUED)~~

~~Common stock (continued)~~

~~BOLLENTE COMPANIES, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(AUDITED)~~

~~NOTE 8 – STOCKHOLDERS’ EQUITY (CONTINUED)~~

~~Common stock (continued)~~

~~BOLLENTE COMPANIES, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(AUDITED)~~

~~NOTE 8 – STOCKHOLDERS’ EQUITY (CONTINUED)~~

~~Common stock (continued)~~

~~BOLLENTE COMPANIES, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(AUDITED)~~

~~NOTE 8 – STOCKHOLDERS’ EQUITY (CONTINUED)~~

~~Common stock (continued)~~

~~BOLLENTE COMPANIES, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(AUDITED)~~

~~NOTE 9 – WARRANTS~~

Number
of Warrants

Weighted-Average
Exercise Price

Outstanding at January 1, 2012 20,000 $ 15.50
Granted - $ 0.00
Exercised - $ 0.00
Cancelled - $ 0.00
Outstanding at December 31, 2012 20,000 $ 15.50
Granted - $ 0.00
Exercised - $ 0.00
Cancelled (20,000 ) $ 15.50
Outstanding at December 31, 2013 - $ 0.00
Warrants exercisable at December 31, 2013 - $ 0.00
Warrants exercisable at December 31, 2012 20,000 $ 15.50
2015.

NOTE 10 – ~~INCOME TAXES~~AGREEMENTS

~~Components of net deferred tax assets, including a valuation allowance, are as follows at December 31, 2013 and 2012:~~

2013 2012
Deferred tax assets:
     Net operating loss carryforward $ 592,972 $ 374,915
          Total deferred tax assets 592,972 374,915
Less: Valuation allowance (592,972 ) (374,915 )
     Net deferred tax assets $ - $ -

~~BOLLENTE COMPANIES, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(AUDITED)~~

~~NOTE 10 – INCOME TAXES (CONTINUED)~~

~~Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2013 and 2012:~~

2013 2012
Federal statutory rate (35.0 )% (35.0 )%
State taxes, net of federal benefit (0.00 )% (0.00 )%
Change in valuation allowance 35.0 % 35.0 %
Effective tax rate 0.0 % 0.0 %

~~NOTE 11 – AGREEMENTS~~bears no interest.

~~Employment agreement~~

~~BOLLENTE COMPANIES, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(AUDITED)~~

~~NOTE 12 – PRIOR PERIOD ADJUSTMENT~~

BALANCE SHEET As Originally Adjustments As
AS OF DECEMBER 31, 2012 Filed Increase/(Decrease) Restated

ASSETS:
Cash $ 3,872 $ - $ 3,872
Prepaid expenses 100,362 - 100,362
Prepaid stock compensation 1,166,000 - 1,166,000
Deferred financing cost, net - - -
Security deposits 1,500 - 1,500
Trademarks 550 - 550
Website 3,500 - 3,500
TOTAL ASSETS $ 1,275,784 $ - $ 1,275,784

LIABILITIES:
Accounts payable $ 28,941 $ (343 ) $ 28,598
Accrued salaries - related party 9,169 - 9,169
Accrued payroll taxes 11,891 - 11,891
Notes payable - related party 450 - 450
Accrued interest payable 621 (400 ) 221
Accrued interest payable - related party 5,153 - 5,153
Line of credit - related party 17,936 - 17,936
Notes payable 42,010 (11,760 ) 30,250
Long term notes payable - related party 500,000 - 500,000

EQUITY:
Preferred stock - -
Common stock 8,153 - 8,153
Additional paid in capital 3,916,077 12,503 3,928,580
Subscriptions payable 7,500 - 7,500
Deficit accumulated during development stage (3,272,117 ) (3,272,117 )
TOTAL LIABILITIES AND EQUITY $ 1,275,784 $ - $ 1,275,784

~~BOLLENTE COMPANIES, INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(AUDITED)~~

NOTE 1311 – SUBSEQUENT EVENTS

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


								Inception
								(March 7, 2008)
		For the years ended						to				For the year ended
		December 31,						December 31,				December 31,
		2013			2012			2013				2015			2014

Revenue		$	-		$	-		$	-			$	265,504		$	238,912

Cost of goods sold													(342,999	)		(440,330	)

Gross profit													(77,495	)		(201,418	)

Operating expenses:
General and administrative			130,294			47,925			257,189				1,369,555			1,557,015
General and administrative - related party			22,100			-			22,100
Executive compensation			123,600			154,776			521,302				266,500			208,850
Product development - related party			-			-			336,014
Research and development			301,801			45,550			406,881				318,720			876,777
Professional fees			2,583,814			878,477			4,777,586				2,499,335			3,367,764

Total operating expenses			3,161,609			1,126,728			6,321,072				4,454,110			6,010,406

Other expenses:
Other income(expenses):
Other income													277,969			7,182
Interest expense - related party			(44,402	)		(43,382	)		(125,454	)			(39,394	)		(9,085	)
Interest expense			(258	)		(3,100	)		(31,860	)			(322	)		(205	)
Loss on debt conversion													-			(825,000	)
Other expenses													(9	)		-

Total other expenses			(44,660	)		(46,482	)		(157,314	)
Total other income(expenses)													238,244			(827,108	)

Net loss from continuing operations													(4,293,361	)		(7,038,932	)

Net loss from discontinued operations													-			(179,007	)

Net loss		$	(3,206,269	)	$	(1,173,210	)	$	(6,478,386	)			(4,293,361	)		(7,217,939	)

Basic earnings per share
Loss from continuing operations												$	(0.23	)	$	(0.50	)
Loss from discontinued operations													-			(0.01	)

Net loss per common share - basic		$	(0.38	)	$	(0.17	)					$	(0.23	)	$	(0.51	)

Weighted average number of common shares			8,406,764			6,789,145							18,434,686			14,231,198
outstanding - basic

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


								Inception
								(March 7, 2008)
		For the years ended						to				For the year ended
		December 31,						December 31,				December 31,
		2013			2012			2013				2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(3,206,269	)	$	(1,173,210	)	$	(6,478,386	)		$	(4,293,361	)	$	(7,217,939	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Less: Loss from discontinued operations													-			179,007

Loss from continuing operations													(4,293,361	)		(7,038,932	)
Adjustments to reconcile net loss from continuing operations
to net cash used in operating activities from continuing operations:
Shares issued for services			2,471,649			267,000			2,788,649				1,210,710			980,967
Depreciation													4,049			3,282
Shares issued for employment agreement			111,600			126,100			441,700				210,000			409,500
Shares issued for prepaid stock compensation			-			553,375			1,214,000				240,450			2,079,034
Warrants issued for services			-			-			308,176
Write-off of inventory deposit			-			-			21,000
Non-cash financing cost			-			-			22,056
Amortization of deferred financing cost			-			1,980			6,600
Loss on debt conversion																825,000
Amortization of website costs													19,533			17,905
Accrued rent expense - related party line of credit													-			42,000
Amortization of debt discount			-			900			3,000				5,000			-
Accrued rent expense - related party line of credit			42,000			42,000			42,000
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable													(18,056	)		(54,477	)
(Increase) decrease in inventory													(48,405	)		(174,132	)
(Increase) decrease in prepaid expenses			75,601			(100,199	)		(31,761	)			(175,487	)		(5,638	)
Decrease in other receivables			-			-			(14,000	)
(Increase) in security deposits			-			-			(1,500	)
(Increase) in other receivables													-			-
Increase in accounts payable			48,172			(37,162	)		161,691				294,482			258,006
Increase in accounts payable - related party			-			-			343				(922	)		3,876
Increase in credit card													13,583			2,387
Increase in customer deposits																600
Increase in accrued salaries - related party			1,700			(17,352	)		10,869				10,762			4,409
Increase in accrued payroll taxes			-			8,831			11,891				(521	)		614
Increase in deferred revenue			-			-			14,235
(Decrease) Increase in accrued interest payable			-			621			621
Increase in accrued interest payable																4
Increase in accrued interest payable - related party			(3,013	)		1,869			2,140				4,316			(1,599	)

Net cash used in operating activities - continuing operations													(2,523,867	)		(2,647,194	)
Net cash used in operating activities - discontinued operations													-			(85,647	)

Net cash used in operating activities			(458,560	)		(325,247	)		(1,476,676	)			(2,523,867	)		(2,732,841	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase trademarks			-			-			(550	)			(7,258	)		(275	)
Purchase software													(10,000	)
Purchase website costs			(55,098	)		(3,500	)		(58,598	)			-			-
Payments for due from related party			-			-			(44,372	)
Repayments from due from related party			-			-			40,000
Purchase of fixed assets													(1,166	)		(12,049	)

Net cash used in investing activities - continuing operations													(18,424	)		(12,324	)

Net cash used in investing activities			(55,098	)		(3,500	)		(63,520	)			(18,424	)		(12,324	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable
Proceeds from notes payable													200,000			17,000
Repayments from notes payable																(17,000	)
Proceeds from notes payable - related party			131,500			200			145,622				233,150			152,687
Repayments of notes payable - related party			(1,500	)		-			(3,050	)			(128,187	)		(254,000	)
Proceeds from line of credit - related party			46,200			26,500			173,470				16,000			-
Repayments of line of credit - related party			(57,085	)		(102,445	)		(166,419	)			-			(91,051	)
Proceeds from notes payable			-			-			41,760
Repayments for notes payable			-			-			(2,750	)
Proceeds from sale of common stock, net of offering costs			395,000			407,500			1,348,782				1,559,500			2,887,999
Donated capital			-			-			7,110
Proceeds from royalty payments													625,000			-

Net cash provided by financing activities - continuing operations													2,505,463			2,695,635
Net cash provided by financing activities - discontinued operations													-			86,013

Net cash provided by financing activities			514,115			331,755			1,544,525				2,505,463			2,781,648


NET CHANGE IN CASH			457			3,008			4,329				(36,828	)		36,483

CASH AT BEGINNING OF YEAR			3,872			864			-
CASH AT BEGINNING OF THE PERIOD													40,446			4,329

CASH AT END OF YEAR		$	4,329		$	3,872		$	4,329
CASH AT END OF THE PERIOD													3,618			40,812

Less: CASH OF DISCONTINUED OPERATIONS AT END OF THE PERIOD													-			366

CASH OF CONTINUING OPERATIONS AT END OF THE PERIOD												$	3,618		$	40,446



SUPPLEMENTAL INFORMATION:
Interest paid		$	-		$	41,111		$	75,497			$	20,000		$	-
Income taxes paid		$	-		$	-		$	-			$	-		$	-

Non-cash investing and financing activities:
Reclass accounts payable related party to accounts payable		$	-		$	-		$	343
Reclass notes payable related party to notes payable		$	-		$	-		$	11,760
Shares issued as settlement of accounts payable		$	-		$	-		$	115,718			$	441,128		$	37,681
Shares issued for prepaid stock compensation		$	1,228,201		$	1,350,000		$	1,941,225			$	654,600		$	1,432,500
Warrants issued for services		$	-		$	-		$	308,176
Deemed distribution to majority shareholder		$	-		$	-		$	(516,563	)
Shares issued to settle notes payable												$	-		$	290,250

	Fiscal Year Ended December 31, 2013		Fiscal Year Ended December 31, 2012

Audit Fees(1)	$	16,500	$	18,000
Audit-Related Fees	$	-	$	-
Tax Fees	$	-	$	-
All Other Fees	$	-	$	-
Total	$	16,500	$	18,000

	December 31, 2013		December 31, 2012

Website	$	58,598	$	3,500

Less: Accumulated amortization		-		-

Website, net	$	58,598	$	3,500

	December 31, 2013		December 31, 2012
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2014	$	49,051	$	17,936

Line of credit – Current	$	49,051	$	17,936

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

Unamortized debt discount		-		-

Notes Payable – Current	$	30,250	$	30,250

	December 31, 2013		December 31, 2012
Note payable with a shareholder, unsecured, 5% interest, due February 2015	$	-	$	500,000

Notes Payable – Long Term	$	-	$	500,000

	Number of Warrants			Weighted-Average Exercise Price
Outstanding at January 1, 2012		20,000		$	15.50
Granted		-		$	0.00
Exercised		-		$	0.00
Cancelled		-		$	0.00
Outstanding at December 31, 2012		20,000		$	15.50
Granted		-		$	0.00
Exercised		-		$	0.00
Cancelled		(20,000	)	$	15.50
Outstanding at December 31, 2013		-		$	0.00
Warrants exercisable at December 31, 2013		-		$	0.00
Warrants exercisable at December 31, 2012		20,000		$	15.50

	2013			2012
Deferred tax assets:
Net operating loss carryforward	$	592,972		$	374,915
Total deferred tax assets		592,972			374,915
Less: Valuation allowance		(592,972	)		(374,915	)
Net deferred tax assets	$	-		$	-

	2013			2012
Federal statutory rate		(35.0	)%		(35.0	)%
State taxes, net of federal benefit		(0.00	)%		(0.00	)%
Change in valuation allowance		35.0	%		35.0	%
Effective tax rate		0.0	%		0.0	%

BALANCE SHEET	As Originally			Adjustments			As
AS OF DECEMBER 31, 2012	Filed			Increase/(Decrease)			Restated

ASSETS:
Cash	$	3,872		$	-		$	3,872
Prepaid expenses		100,362			-			100,362
Prepaid stock compensation		1,166,000			-			1,166,000
Deferred financing cost, net		-			-			-
Security deposits		1,500			-			1,500
Trademarks		550			-			550
Website		3,500			-			3,500
TOTAL ASSETS	$	1,275,784		$	-		$	1,275,784

LIABILITIES:
Accounts payable	$	28,941		$	(343	)	$	28,598
Accrued salaries - related party		9,169			-			9,169
Accrued payroll taxes		11,891			-			11,891
Notes payable - related party		450			-			450
Accrued interest payable		621			(400	)		221
Accrued interest payable - related party		5,153			-			5,153
Line of credit - related party		17,936			-			17,936
Notes payable		42,010			(11,760	)		30,250
Long term notes payable - related party		500,000			-			500,000

EQUITY:
Preferred stock		-						-
Common stock		8,153			-			8,153
Additional paid in capital		3,916,077			12,503			3,928,580
Subscriptions payable		7,500			-			7,500
Deficit accumulated during development stage		(3,272,117	)					(3,272,117	)
TOTAL LIABILITIES AND EQUITY	$	1,275,784		$	-		$	1,275,784