SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Prospectus Summary”, “Risk Factors”, “Plan of Operation”, “Our Business”, and elsewhere in this prospectus constitute forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimated”, “predicts”, “potential”, or “continue” or the negative of such terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements

expressed or implied by such forward-looking statements. These factors include, among other things, those listed under “Risk Factors” and elsewhere in this prospectus. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. We undertake no obligation to update or revise any of the forward-looking statements after the date of this prospectus to conform forward-looking statements to actual results, except as required by the Federal securities laws or as required to meet our obligations set forth in the undertakings to this registration statement.

CAPITALIZATION

The following table sets forth our capitalization at March 14, 2008, after giving effect to and as adjusted to give effect to the sale of the 550,000 common shares offered in this prospectus.

USE OF PROCEEDS

The amounts and timing of expenditures described in the table for each purpose may vary significantly depending on numerous factors, including, without limitation, the progress of our marketing. We anticipate, based on currently proposed plans and assumptions relating to our plan of operations, that our available cash of approximately $7,500, which we received in March of 2008, and the net proceeds of this offering $49,200of $3,352,500 and cash flow from operations, if any, will be adequate to satisfy our capital needs for approximately 12 months following consummation of this offering. We have based our assumptions on the fact that we will not incur additional obligations for personnel, office, etc. until such time as we either raise additional equity or debt, or generate revenues to support such expenditures.

The net proceeds from the sale of the shares of common stockunits offered hereby are estimated to be approximately $49,200.$3,352,500. The following table sets forth the uses of proceeds assuming the sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale in this offering.

(1)

Accounting Fees. We intendhave allocated up to utilize$36,000 in services in assisting us in our SEC reports and preparation of our financial statements for a twelve month period.

(2)

Legal Fees.  We have allocated up to $15,000 in services for assistance in our SEC reports for a twelve month period.

(3)

Working Capital. Includes any application deemed appropriate for the estimated net proceeds followingcompany to commence operations, including but not limited to the offering for thefollowing purposes:expenses relating to our marketing and website maintenance.

DETERMINATION OF OFFERING PRICE

In determining the initial public offering price of the shares we considered several factors including the following:

Therefore, the public offering price of the shares does not necessarily bear any relationship to established valuation criteria and may not be indicative of prices that may prevail at any time or from time to time in the public market for the common stock. You cannot be sure

that a public market for any of our securities will develop and continue or that the securities will ever trade at a price at or higher than the offering price in this offering.

DILUTION

The difference between our initial public offering price per share of common stock and the pro forma net tangible book value per share of common stock after this offering constitutes the dilution to investors in this offering. Our net tangible book value per share is determined by dividing our net tangible book value (total tangible assets less total liabilities) by the number of outstanding shares of common stock.

At March 14, 2008June 30, 2018, our common stock had a pro forma net negative tangible book value of approximately $7,500($1,306,077) or $0.01($0.045) per share. After giving effect to thereceipt of the net proceeds from the sharesunits offered in this prospectus at an assumed initial offering price of $0.10$0.75 per share,unit, our pro forma net tangible book value at March 14, 2008,June 30, 2018, would have been $56,700$2,046,423 or $0.04$0.061 per share. This results in immediate dilution per share to investors of $0.06$0.69 or 59.50%8%. The following table illustrates dilution to investors on a per share basis:

The following tables summarize, as of March 14, 2008, the difference between the number of shares of common stock purchased from us, the total cash consideration paid and the average price per share paid by existing stockholders of common stock and by the new investors purchasing shares in this offering.

The table below assumes the sale of the 550,000 shares offered in this prospectus at an assumed initial public offering price of $0.10 per share and before any deduction of estimated offering expenses.

PLAN OF DISTRIBUTION AND TERMS OF THE OFFERING

Units Offered By Us

We are offering to the public 550,0004,500,000 units, each unit consisting of one share of common stock, par value $0.001 (“Common Stock”) and one warrant to purchase one share of Common Stock of Trutankless, Inc. (referred to herein as the “Company”), at a public offering price of $0.75 per unit (the “Primary Offering”).  The warrants included within the units are exercisable immediately, have an exercise price of $0.50 per share, and expire five years from the date of execution.  shares of common stock, at $0.10$0.50 per share, in a direct public offering, on a “best efforts,” “all-or-none,”“self-underwritten, best efforts” basis, which means (a) no minimum number of Units need be subscribed for in a “direct public offering” through our sole officer and director. This offering terminates in 12 months after commencementorder for the Company to consummate the sale of this offering. If we do not sell allany of the 550,000 shares being offered priorUnits and utilize the proceeds therefrom; and (b) the Company will not use the services of an underwriter and our executive officers and directors will attempt to sell the Units directly to investors.  The intended methods of communication with potential investors include, without limitation, telephone and personal contacts. The Company’s executive officers and directors may also reach out to personal contacts such as family, friends and acquaintances and may conduct investment presentations in the form of a roadshow at various industry and investor conferences. Subscription proceeds for Units sold in the Primary Offering will be paid directly to the termination date, all money paid for sharesCompany and will be promptly returned to the purchasers, without interest and without deduction.

This is our initial public offering, and no public market currently exists for our shares. The offering price may not reflect the market price of our shares after the offering. There is no minimum purchase requirement for prospective stockholders and no arrangement to place funds in an escrow, trust, or similar account.

Funds received prior to reaching the 550,000 shares will be held in a non-interest bearing corporate accountsegregated or escrow account. Our executive officers and directors will not be used until the offering is completed. The corporate account is an account which is not separatedreceive commissions or any other remuneration from our existing operations account. The account is managed and monitored by management of Alcantara Brands to handle the processing of all subscription funds, in addition to our general corporate purposes. If we do not sell 550,000 shares within twelve months after commencement of thisany such sales.

In offering the offeringUnits in the Primary Offering on our behalf, our executive officers and directors will terminate and all money paid for shares will be returned torely on the purchasers, without interest and without deduction within 24 hours“safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Exchange. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the terminationExchange Act for persons associated with an issuer that participate in the sale of the offering if not fully subscribed withinsecurities of such issuer.

Our executive officers and directors meet the twelve months.

If we were to be unsuccessful in achieving the offering, funds will be redistributed to all investors who have purchased the shares offered in this prospectus. Upon achieving the offering and the acceptance of a subscription for shares, our transfer agent will issue the shares to the purchasers. We may continue to offer shares for a period of twelve months after commencement of this offering or until we have sold allconditions of the shares offered in this prospectus. During the offering period, no subscriber will be entitledRule 3a4-1 exemption, as: (a) they are not subject to any refund of any subscription.

We will sell the shares on a “direct public offering,” “all or none,” basis through our officer and director, Carlos T. Alcantara, who may be considered an underwriterstatutory disqualification, as that term is defined in Section 2(a)(11). Mr. Alcantara will not receive any commission in connection with the sale of shares, although we may reimburse him for expenses incurred in connection with the offer and sale of the shares. Mr. Alcantara intends to sell the shares being registered according to the following plan of distribution:

Mr. Alcantara will be relying on, and complying with, Rule 3a4-1(a)(4)(ii)3(a)(39) of the Exchange Act as a “safe harbor” from registration as a broker-dealer in connection with the offer and sales of the shares. In order to rely on such “safe harbor” provisions provided by Rule 3a4-1(a)(4)(ii), he must be in compliance with all of the following:

twelve (12) months other than in reliance on the Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

Mr. Alcantara will

In order to comply with the guidelines enumerated in Rule 3a4-1(a)(4)(ii). Mr. Alcantara, nor any affiliatesapplicable securities laws of certain states, the securities will be purchasing sharesoffered or sold in the offering.

You may purchase shares by completing and manually executing a subscription agreement and delivering it with your payment in fullthose states only if they have been registered or qualified for all shares, which you wish to purchase, to our offices. Your subscription shall not become effective until accepted by us and approved by our counsel. Acceptance will be based upon confirmation that you have purchased the shares in a state providing forsale, an exemption from registration. Our subscription processsuch registration is as follows:available, or if qualification requirement is available and with which the Company has complied. In addition, and without limiting the foregoing, the Company will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

Funds will be depositedreturned immediately by us to the following:subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected within three (3) business days after we receive them.

Alcantara Brands

Bank of Nevada

2700 West Sahara

Las Vegas, Nevada 89102

LEGAL PROCEEDINGS

We may from time to time be involved in routine legal matters incidental to our business; however, at this point in time we are currently not involved in any litigation, nor are we aware of any threatened or impending litigation.

DIRECTOR, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The sole membermembers of our Boardboard of Directors serves without compensation untildirectors serve for one year terms and are elected at the next annual meeting of stockholders, or until his successor hastheir successors have been elected. The officers serve at the pleasure of the Boardboard of Directors. At present, Carlos T. Alcantara and Shanda Alcantara are our sole officers and directors.

Information as to the directorour current directors and executive officerofficers is as follows:

Duties, Responsibilities and Experience

Carlos T. AlcantaraRobertson James Orr. Age 57, President,, has been our Chief Executive Officer, Treasurer, Secretary and a Director since May 12, 2010. Mr. Orr attended Arizona State University and co-foundergraduated with a BA in Business Management.  In 1998, Mr. Orr assisted in the founding of Alcantara Brands from March 7, 2008bluemedia, Inc., a successful large format digital printing company based in Tempe, Arizona.  Mr. Orr led bluemedia to present. Mr. Alcantara currently does not spendprofitability 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 30 hours per month on Alcantara Brands business. From 2000 to present28% annually. In 2005, Mr. Alcantara was,Orr and stillhis Partners in bluemedia started a non-traditional ad agency called Blind Society, which is involved in the development of a food processing and import business in Peru. Prior to founding Alcantara Brands, Carlos served for two years as President of international operations for Pennzoil-Quaker State Company (formerly NYSE: PZL), where he was responsible for the expansiondirect to consumer marketing efforts of the company’s international businesscompanies like AT&T, K-Swiss, and positioning Pennzoil-Quaker State Company as a world leader in vehicle care and maintenance products until its acquisition by Shell Oil Company in 2001. Carlos previously served for seven years as Vice President Latin America and Vice President of Worldwide Business Development with! the Clorox Company (NYSE/PSE: CLX), a leading manufacturer and marketer of consumer products. Earlier inActivision. In addition to his career, Carlos served in various capacities of progressively increasing responsibility for Sales, Marketing, and General Managemententrepreneurial successes, Mr. Orr has been involved with supporting numerous local charitable causes through his work with the ProcterBoys & Gamble Company (NYSE: PG). Carlos holds a MastersGirls Clubs of Business Administration from Xavier University in Ohio,Phoenix, St. Joseph the Worker, the MDA and a Bachelor’s degree in Business Administration and Economics, magna cum laude, from University of the Pacific in California.ADA. He serves on the boards of directors of the Miami World Trade Center, which fosters and enhances international business opportunities for its member companies, and of the New America Alliance, a national business initiative to foster success in Hispanic businesses. Carlos is also a member of the President’s Advisory Council at Xavier University, andon the Board of AdvisorsDirectors for the SchoolTempe Chamber of International Studies at UniversityCommerce and is active in the Phoenix 40.

Michael Stebbins, has been our President since February 2, 2017 and a Director since June 23, 2016. Mr. Stebbins is also the president and a director of Bollente, Inc., a Nevada corporation and wholly owned subsidiary of the Pacific.

Shanda Alcantara. Age 51, Secretary/Treasurer, Director and co-founderCompany. In 2009, Mr. Stebbins assisted in the founding of Alcantara Brands from March 7, 2008 to present. Ms. Alcantara is responsible for researchBollente, Inc. Mr. Stebbins helped lead the design team that created our trutankless water heater. He oversaw virtually every aspect of launching our trutankless line of water heaters. Working directly with engineering and development teams, he developed several innovations and was instrumental in working on Bollente Inc.’s intellectual property and patents consisting of new product recipes29 proprietary claims related to our products. Since substantially completing R/D efforts in 2013, Mr. Stebbins has worked with the rest of management to lead branding, marketing, and formulations, initial market testingsales initiatives, which has resulted in substantial sales growth and validation. She is also active in product promotions and consumer education, and serves as the Company’s principal spokesperson and face to the world. Shanda has over 20 years successful marketing, sales, and general managementbusiness development opportunities. Mr. Stebbins’ experience in the hospitalitywater heater industry having managed full service 300-700 room hotelsdates back to 2003. Prior to co-founding Bollente, Inc., Mr. Stebbins spent time consulting on several product development projects. Mr. Stebbins was named Top 35 Entrepreneurs under 35 by the Arizona Republic.

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 California,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.

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 Picadilli Inn, 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:

1.

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

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;

3.

Compliance with applicable governmental laws, rules and regulations;

4.

The Holiday Inn,prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and Ramada. She

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.

Involvement in Certain Legal Proceedings

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

·

been convicted in a hospitality industry consultant including franchise negotiations, hotel development,criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

building,·

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 managementloan, or insurance activities, or to client hotelsbe associated with persons engaged in Californiaany 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 Caribbean. Shanda attendedjudgment has not been reversed, suspended, or vacated;

·

been the Lima Culinary Institute,subject of, or a leading institutionparty 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 Peruvian cuisine, which reflectsconnection with any business entity; or

·

been the subject of, or a fascinating fusionparty to, any sanction or order, not subsequently reversed, suspended or vacated, of cultures and gastronomic influences (Inca, Spanish, African, French, Chinese, and Japanese).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.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of the date of this prospectus, and as adjusted giving effect to the sale of 550,0004,500,000 shares of common stock in this offering (and does not include the shares underlying the warrants to be issued if execised by the warrant holders), relating to the beneficial ownership of our common stock by those persons known to us to beneficially own more

than 5% of our capital stock, by our director and executive officer, and by all of our directors, proposed directors and executive officers as a group.

“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 July 26, 2018 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.

(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 a securityCommon Stock (i.e., thepower to dispose of, or to direct the disposition of, a security). In addition, for purposes

(2)

The address of this table, a personeach Officer and Director is deemed, asc/o Trutankless, Inc., 15720 N. Greenway Hayden Loop, Suite 2, Scottsdale, AZ 85260.

(3)

Of the total shares of any date, to have “beneficial ownership” of any security that such person has the right to acquire within 60 days from the date of this prospectus.Common Stock owned or controlled by Mr. Stebbins, 350,000 shares are held by White Isle Holdings, Inc. and 15,000 shares are held by Core Financial Companies LLC.

DESCRIPTION OF SECURITIES

Common Stock

Our Articles of Incorporation authorizes theissuance of 100,000,000 shares of common stock, $0.001 par value per share, 850,00031,799,906 shares were outstanding as of the date of this prospectus. Upon sale of the 550,000 shares4,500,000 units offered herein, we will have outstanding 1,400,00036,299,906 shares of common stock. This number does not include the shares underlying the warrants to be issued if exercised by the warrant holders. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock have no cumulative voting rights.rights, but are entitled to one vote for each shares of common stock they hold. Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available to be distributed. In the event of a liquidation, dissolution or winding up of Alcantara Brands,TKLS, the holders of shares of common stock are entitled to share pro rata all ass! etsassets remaining after payment in full of all liabilities and the prior payment to the preferred stockholders if any. Holders of common stock have no preemptive rights to purchase our common stock. There are no conversion rights or redemption or sinking fund provisions with respect to the common stock.

Preferred Stock

Our Articles of Incorporation authorizesauthorize theissuance of 10,000,000 shares of preferred stock, $0.001 par value per share.  On September 1, 2016, the Company filed a Certificate of Designation (the “Certificate of Designation”) with the Secretary of State of the State of Nevada to establish the preferences, limitations and relative rights of its 6% Series A Convertible Preferred Stock, convertible, at any time, at the option of the holder, into five shares of our common stock and one warrant to purchase one share of which no shares were outstanding as of the date of this prospectus. The preferred stock may be issued from time to time by the Board of Directors as shares of one or more classes or series. Our board of directors, subject to the provisions of our Articles of Incorporation and limitations imposed by law, is authorized to:

In each of the listed cases, we will not need any further action or vote by the stockholders.

One of the effects of undesignated preferred stock may be to enable the Board of Directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock pursuant to the Board of Director’s authority described above may adversely affect the rights of holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and mayat $1.00 per share. All Preferred Stock will be convertibleautomatically converted into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for theCompany’s common stock at a premium or may otherwise adversely affectand warrants after three years from the market priceoriginal issue date of the common stock.Preferred Stock.

Nevada Laws

The Nevada Business Corporation Law contains a provision governing “Acquisition of Controlling Interest.” This law provides generally that any person or entity that acquires 20% or more of the outstanding voting shares of a publicly-held Nevada corporation in the secondary public or private market may be denied voting rights with respect to the acquired shares, unless a majority of the disinterested stockholders of the corporation elects to restore such voting rights in whole or in part. The control share acquisition act provides that a person or entity acquires “control shares” whenever it acquires shares that, but for the operation of the control share acquisition act, would bring its voting power within any of the following three ranges:

A “control“control share acquisition”acquisition” is generally defined as the direct or indirect acquisition of either ownership or voting power associated with issued and outstanding control shares. The stockholders or board of directors of a corporation may elect to exempt the stock of the corporation from the provisions of the control share acquisition act through adoption of a provision to that effect in the articles of incorporation or bylaws of the corporation. Our articles

of incorporation and bylaws do exempt our common stock from the control share acquisition act.

INTEREST OF NAMED EXPERTS AND COUNSEL

The Stoecklein Law Group of 402 West Broadway, Suite 400, San Diego, California 92101 has issued an opinion that the shares being issued pursuant to this offering, upon issuance, will have been duly authorized and validly issued, fully paid, and non-assessable. The Stoecklein Law Group has been issued 100,000 shares of common stock at $0.10 as consideration for a portion of their legal fees earned.

The audited financial statements of Alcantara Brands,TKLS, as of March 14, 2008,December 31, 2017, are included in this prospectus and have been audited by Lawrence Scharfman & Co. CPA P.C., independent auditors,AMC Auditing, LLC, a PCAOB registered accounting firm, as set forth in their audit report thereon appearing elsewhere herein and are included in reliance upon such reports given upon the authority of such individual as an expert in accounting and auditing.

The legality of the shares offered under this registration statement is being passed upon by Brunson Chandler, & Jones, PLLC.

DISCLOSURE OF COMMISSION’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

No director of Alcantara BrandsTKLS will have personal liability to us or any of our stockholders for monetary damages for breach of fiduciary duty as a director involving any act or omission of any such director since provisions have been made in our Articles of Incorporation limiting such liability. The foregoing provisions shall not eliminate or limit the liability of a director for:

The Bylaws provide for indemnification of our directors, officers, and employees in most cases for any liability suffered by them or arising out of their activities as directors, officers, and employees if they were not engaged in willful misfeasance or malfeasance in the performance of his or her duties; provided that in the event of a settlement the indemnification will apply only when the Board of Directors approves such settlement and reimbursement as being for our best interests. The Bylaws, therefore, limit the liability of directors to the maximum extent permitted by Nevada law (Section 78.751).

Our officers and directors are accountable to us as fiduciaries, which means, they are required to exercise good faith and fairness in all dealings affecting Alcantara Brands.TKLS. In the event that a stockholder believes the officers and/or directors have violated their fiduciary duties, the stockholder may, subject to applicable rules of civil procedure, be able to bring a class action or derivative suit to enforce the stockholder’s rights, including rights under certain federal and state securities laws and regulations to recover damages from and require an accounting by management. Stockholders, who have suffered losses in connection with the purchase or sale of their interest in Alcantara BrandsTKLS in connection with such sale or purchase, including the misapplication by any such officer or director of the proceeds from the sale of these securities, may be able to recover such loss! eslosses from us.

DESCRIPTION OF BUSINESS

OVERVIEW

Business Development Summary

Alcantara Brands is a development stage companyTrutankless Inc. was incorporated in the Statestate of Nevada on March 7, 2008. The Company is headquartered in MarchScottsdale, Arizona and currently operates through its wholly-owned subsidiary, Bollente, Inc., a Nevada corporation incorporated on December 3, 2009.

Bollente is involved in sales, marketing, research and development of 2008.a high quality, whole-house, smart 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.  The Company no longer operates Bollente International and on July 30, 2018, the Company caused Bollente International to be dissolved.

Products

Trutankless®

We manufacture and distribute trutankless® water heaters, a line of new, high-quality, highly efficient electric tankless water heaters. Our trutankless® water heaters are engineered to outperform and outlast both its tank and tankless predecessors in energy efficiency, output, and durability. It provides endless hot water on demand for a whole household and it also integrates with home automation systems. We have several features and design innovations which are new to the electric tankless water heater market that we believe will give our products a sustainable competitive advantage over our rivals in the market. Our trutankless® water heaters are available through wholesale plumbing distributors, including Ferguson, Hajoca, Hughes Supply, WinSupply locations, Morrison Supply, and several regional distributors. A partial listing of wholesalers may be found on our website (www.trutankless.com).

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

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

Our trutankless® water heaters were officially launched in the first quarter of 2014 and is sold throughout the wholesale plumbing distribution channel. We began generating revenue in the first quarter of 2014. As of the fiscal year ended December 31, 2014, we generated $238,912 in revenue. As of the fiscal year ended December 31, 2015, we generated $265,504 in revenue. As of the fiscal year ended December 31, 2016, we generated $429,582 in revenue. As of the fiscal year ended December 31, 2017, we generated $695,857 in revenue. As of the six months ended June 30, 2018, we generated $779,385 in revenue.

In July of 2014, we launched MYtankless.com, a customizable online control panel for our trutankless® line of smart electric water heaters. From the dashboard, residential and commercial users can obtain real-time status reports, adjust unit temperature settings, view up to three years of water usage data, and change notification settings from anywhere in the world, using a computer or web-enabled smart device at www.mytankless.com.

Additionally, service professionals can also use the dashboard to monitor system status on every unit they install, allowing them to proactively contact their customers if a service or warranty appointment is needed.

Our primary markets, Florida, Texas, Arizona, and the rest of the Sunbelt region are centers of growth in the U.S. construction industry with green building at an all-time high, and an unprecedented appliance replacement cycle. We intend to introducetake advantage of these powerful macro-economic trends.

MYTankless.com is available as a service to consumers of trutankless® water heaters. We have applications available for download from the Google Play and Apple iOS stores, which like the online control panels, allows monitoring and control of the tankless systems.

On March 21, 2017, we announced our exclusive partnership with Mr. Rooter®.

On April 4, 2017, we announced that our trutankless line of smart electric tanless water heaters is the exclusive water heating solution for luxury communities built by the award –winning Arizona home builder Cullum Homes.

On April 11, 2017, we announced that our trutankless line of smart water heaters has been chosen for both a retrofit project and new construction of townhomes at Friendship Village, a retirement community touted as “senior living for the at heart,” located in Tempe, Arizona.

In June 2017, we announced that we have signed a manufacturing agreement with SINBON Electronics, a leading solution provider of electronic component integration design and manufacturing with a global presence in the U.S., Taiwan, China, Japan, the U.K., Germany, Hungary and the Czech Republic.

In September 2017, we announced that our trutankless® line of electric water heaters has launched a nationwide distribution program with Ferguson, the largest distributor of commercial and residential plumbing supplies, and pipe, valves, and fittings (PVF) in the United States.

In March 2018, we announced our sales and installation expansion into the Florida water heating market, which is over 90% electric, with our trutankless® line of electric water heaters.

Industry Recognition and Awards

Bollente’s trutankless® received the Best of IBS 2014 Award for Best Home Technology Product from the National Association of Home Builders (NAHB) at that year’s International Builders Show (IBS) in Las Vegas. The IBS is produced by NAHB and is the largest annual light construction show in the world - featuring more than 1,100 exhibitors and attracting 75,000 attendees including high level decision makers from some of the largest home builders in the world as well as plumbing and HVAC professionals from top outfits in major markets.

Bollente’s trutankless® received the Governor's Award of Merit for Energy and Technology Innovation for the trutankless line of electric tankless heaters at Arizona Forward's 2014 Environmental Excellence Awards.

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

Vero

On April 16, 2015, we announced the release of Vero, our new line of foodelectric tankless water heaters geared towards budget-driven customers. Vero boasts the same water heating performance, durability and space savings of our flagship tankless water heater. Our trutankless® water heaters are available through wholesale plumbing distributors, including Ferguson, Hajoca, Hughes Supply, WinSupply locations, Morrison Supply, and several regional distributors. A partial listing of wholesalers may be found on our website (www.trutankless.com).

Customers and Markets

We sell our products to the grocery industry.plumbing wholesale distributors and dealers.

Wholesalers. Approximately 90% of our sales in 2017, 96.1% of our sales in 2016, 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 developing a line of flavorings, seasonings, and condiments designedsold to make everyday in-home prepared meals taste better. Made with Peruvian peppers, the Alcantara Brands are intended to transform routine in-home prepared foods into exciting meals. Our President, Carlos Alcantara, the founder of Alcantara Brands comes from Callao, Peru, which is the basis for our Peruvian brand of products being developed by us.

Introduction to OurProduct Line

Our productis intended to be a line of flavorings, seasonings, and condiments designed to make everyday in-home prepared meals taste better. Made with Peruvian peppers, the products will transform routine in-home prepared foods into exciting meals. There are many important factors having a significant impact on grocery food categories sales: long-term, perennial trends, such as convenience and health, as well as more recent growth of more intense flavor options, and ethnic/regional cuisine. These factors are reflected in the proliferation of Mexican sauces, which now outsell that ubiquitous American staple, tomato ketchup, and new trends such as flavored mayonnaises, hot and spicy ketchups and meat sauces, and similar products. Increased grilling and other healthier food preparation techniques have also driven recent rapid growth trends for marinades and dipping sauces. Ourproduct line will also leverage the more intense and ethnic flavor trends, with a healthier option: their flavor will not require the added baggage of extra fat, sugar or salt, which are commonly used in other products to generate flavor. The productline is being designed and developed for the North American palate and lifestyle, and is intended to be introduced into the mainstream food market. It will provide an easy, convenient way to bring spice to meals, with a touch of heat. The line promises to add sales for retailers, through the introduction of a new grocery category (seasoning pastes), and distinctive, unique flavors (the Peruvian peppers) to established condiment categories. The products appeal to fast-growing consumer segments: consumers who like hot and spicy foods, a! nd those looking for more ethnic offerings. We intend for Supermarkets to use the Company’s high-margin product line to build up their specialty food offering, differentiating themselves from mass merchandisers. The

product line ofseasoning pastes do not replace other products, but are used in addition to them, representing an opportunity for retailers to build category growth.

Peruvian Culinary Tradition and OurProduct Background

The latest trend to hit the U.S. is the fabulous cuisine of Peru, which is reputedly the best in South America, and one of the top three in the world (with French and Chinese cuisine). Peruvian cuisine is known not only for its exquisite taste, but also for its variety and ability to incorporate the influence from different times and cultures. The culinary history of the Peruvian food dates back to the Incas and pre-Incas with its maize, potatoes, and spices that later was influenced by the arrival of the Spanish colonists, andindependent dealers throughout the years it incorporated the demands of the different migrations and mestizajes. Such groups included Chinese, European, African, and Japanese immigrants. The mestizajes resulting from immigration, combined with the diversity of unique ingredients, is a key factor in making ! the local cuisine so distinctive. The most important seasoning used to prepare meals during Pre-Hispanic times was what today is known as aji, which even today is omnipresent in Peruvian food. Aji is a hot pepper considered the soul of Peruvian cooking by its chefs. There are dozens of varieties in Peru. The seven Peruvian peppers used in our product line(i.e., Amarillo, Mirasol, Panca, Red Limo, Green Limo, Rocoto, and Charapita) are all new to the market, and are generally unavailable outside of Peru, except in the Company’s products. Ourproduct line will blend the diverse ingre! dients from Peru’s varied climates and distinctive ecologies, ranging from the dry coastal planes to Andean foothill valleys to the jungles of the Amazon.United States.

Seasoning Pastes

We are developing Seasoning Pastes as an easy way to bring this new Peruvian taste sensation into the kitchen. Simply add a spoonful or two to your favorite recipe to deliver complex, robust, and spicy flavors. The Costa (coastal zone) of Peru is an arid, mostly hilly region between the Pacific shore, much of which is bordered by high cliffs, and the Andes farther east. Agricultural settlements that irrigate and cultivate small areas of these valleys are actually oases in this desertlike environment. OurSeasoning Pastes will be made by condensing aji peppers grown in these coastal valleys, and are available in three different peppers, each offering its own distinct flavor profile: Amarillo Seasoning Paste! offers a unique balance of heat and flavor. This is the most commonly used pepper in all of Peru, adding a fruity, more robust taste to your meals. This makes a wonderful rub for grilled meats, especially beef. It can also be used straight as a hot and tasty condiment. Panca Seasoning Paste delivers a subtle, smoky flavor that is enhanced with a delightful spiciness and adds richness to your favorite recipes. It's a long red pepper used in Peruvian cooking to thicken and flavor. This flavor tones down with cooking. Consumers like it with seafood, or to jazz up everyday dips, marinades, and sauces. Mirasol Seasoning Paste adds a full-bodied flavor and just the right amount of heat, which mellows with cooking. Consumers like it with pork or pasta dishes, or with turkey or grilled chicken.

Peppers

Besides their presence as core ingredients in Seasoning Pastes, condiments, and sauces, aji peppers may be served whole, sliced, roasted, and mixed with other peppers. The Company’s first product featuring whole peppers will be the mini hot, or Charapita, peppers. They produce a burst of flavor, followed by a sweet aftertaste. Charapitas come from the Peruvian Amazon jungle in the eastern lowlands, where natives attribute to them aphrodisiac qualities. Unlike jalapeño or habanero peppers which burn your mouth, the charapita pepper bursts with flavor

without the overpowering heat. They taste great sprinkled on your favorite pizza, sandwich or salad, adding bursts of spicy flavor to ordinary meal favorites. Some like them straight from the jar as a hot garnish.

Condiments

As compared to the Company’s Seasoning Pastes, which are primarily used in the kitchen as a flavor enhancement to sauces, dips, marinades, and other recipes (and secondarily as a stand-alone condiment), the Company’s condiments are primarily used at the table to be added to cooked foods. Offered in convenient twelve-once bottles, Ourcondiments will also constitute a new cooking ingredient to barbecued and grilled foods and other familiar recipes. The Spicy Ketchup we are developingis made with Peruvian tomatoes, Rocoto peppers and spices. This delightful blend of delicious ingredients is often considered to be an “adult” version of traditional ketchup because o! f its bold, complex flavors. It enhances meals without overpowering them, adding just a hint of heat. The naturally sweet Peruvian tomatoes require none of the sugar or other sweeteners found in other ketchups. The Spicy Steak Sauce is made with Amarillo peppers and Peruvian spices that produce a delightful flavor based on lomo saltado, a Peruvian beef entrée that is popular with children and adults alike. Tastes great not only with beef, but with chicken and pork as well. Add to mushrooms or your favorite vegetable for a zesty side dish. The Spicy Marinade blends the Panca and Mirasol peppers with native spices to bring grilled meats to life with minimum fuss. Makes great spicy chicken wings. Transforms grilled salmon into a zesty entree. Simply add the marinade to your meat or fish in a closed container for five minutes. Grill, bake or broil until done.

Pepper Sauces

The Red and Green Pepper Sauces we are developing are made with peppers grown in the mountain valleys of Peru. The Red Pepper Sauce includes rocoto and red limo peppers, where as the Green Pepper Sauce includes the same limo peppers in their green, less mature state. These perfect blends of peppers and spices will enhance your meal without overpowering it. Spice up your favorite pizza, salsa, soup or pasta sauce. They even taste great on eggs and vegetables. Add a few drops to all your foods.

Health and Nutrition

Consumers’ increasing interest in wellness and weight control is a manifestation of a bigger opportunity - health and nutrition. This is clearly an emerging trend in the food industry and an opportunity for which the Company is uniquely positioned. The Company’s products are being developed to easily enhance the flavors of a variety of diets. All too often, diets that call for low-fat, low-salt, or low-calorie are often low in flavor. And that's where ourproducts step in - - to add great taste. They’re being developed to be delicious, without any added sugar, fat, or salt. For example, the Peruvian tomatoes in the Spicy Ketchup are naturally sweet and offer a non-sugary alternative to the more bland tomatoes with sugar additives used in mainstream ketchups! .. The Company’s rubs, being developed, contain no potassium sorbate or other artificial preservatives. All the ourproducts are intended to be low in carbohydrates and cholesterol. Besides the absence of unwanted ingredients such as fat, sugar, or salt in the products, there is extensive data to substantiate the positive health benefits deriving from capsaicin, the pungent ingredient in aji peppers that will give the Company’s products their heat. Capsaicin cream is used to lower the sensation of pain in such conditions as arthritis, and other painful chronic conditions. Aji peppers are high in vitamin C (about twice that of citrus fruits), dried peppers are very high in vitamin A,

and redpeppers are a great source of b-carotene. Aji peppers also have antibacterial qualities, and contain bioflavinoids, anti-oxidants most common in apple juice. Among the attributed benefits are improved cardiovascular health that helps prevent the formation of blood clots, improved immunity system, and reduced cancer risks. For example, the Pan American Health Organization, which serves as the Regional Office for the Americas of the World Health Organization, estimated cancer deaths in Peru at 113 and 138 per 100,000 population in males and females, respectively, for the year 2001; by comparison, the U.S. National Center for Health Statistics reports 194.4 per 100,000 in the United States for the same year. Though the lower rate of cancer deaths in Peru as compared to the United States is not definitively attributed to the consumption of aji peppers, these data are consistent with findings that in the countries where diets are traditionally high in capsaicin, the cancer death rates are significantly lower than they are in countries with less chili pepper consumption.

Product Development Strategy

The Company’s future products are intended to bring news and excitement to the categories in which it competes. Consumers are seeking new products that offer convenience and great flavor. The Company plans to introduce new product entries at a rate of a new concept approximately every 18 months. They will all leverage the Company’s unique access to specialized Peruvian ingredients with an advantageous cost structure, and will deliver our distinctive flavor profile. The Company’s product strategy is to deliver unique flavors that leverage prevailing industry food trends, that are conveniently incorporated into the average in home meal. The Company is focused on finding ways to bring more intense flavors to in home prepared meals, with a vision of having ourproducts for every meal occasion. Our proposed product line - which do not exist anywhere else, including Peru, in this form will estab lish a solid base from which the Company will extend ourbrand and build a franchise with line extensions and new products, all incorporating the distinctive Peruvian flavors to conveniently make America’s meals taste better.

The Consumer

Consumers want to add flavor to their foods, but preparation must be easy. A recent Food Market Institute report stated, “Consumers continue to be time-pressed and are looking for solutions to cut the time spent in meal preparation.” In October 2004, USA Today reported that 77% of meals are made at home, based on research conducted by NPD. And the Food Marketing Institute has indicated that 84% of consumers ate a home-cooked meal at least three times a week, compared to 74% in 2001. At the same time, Americans would like preparation time to be less than thirty minutes, according to Parade Magazine’s “What America Eats” issue. The Company’s target customers are pre-disposed to a product line with the attributes of our products, which is on trend for frequent and widespread use occasions, particularly for in-home prepared meals.

1. The average consumer making in-home prepared meals is an ideal potential user of the Company’s products. Over 88% of respondents to a Harris online poll claimed to make meals at dinner time, with fully 62% claiming to do so often or very often. Typically, there is a set of six to twelve regular meals in the rotation. The fact that 55% of people who use hot sauce strongly or somewhat agree they enjoy cooking, is highly favorable for the Company’s products.

2. Our productline is positioned to fit into the on-the-go lifestyles of today’s consumers. While the Harris on-line survey panel claimed to “prepare a home cooked meal” about 38% of the time, they claimed to “throw something together quickly” over 30% of the time. For many

consumers, the evening meal means having ingredients that fit into a 15-30 minute preparation window. Our Product Line minimizes risk for significant flavor reward, a minimum time requirement, and the ability to exercise a personal preference.

3. Overall, the Company’s product line is on trend with its flavor profile: spicy, but not too hot. Forty percent of people strongly or somewhat agree that they prefer foods “cooked with lots of spices.” Importantly, 43% of all Americans with household income exceeding $50,000 strongly or somewhat prefer food cooked with lots of spices. In the Company’s initial intended market areas (California and the Midwest), 37% strongly or somewhat prefer food cooked with lots of spices, and only 14% of the population strongly agrees that they prefer food without a lot of spices.

4. The Company’s target consumer is willing to try new products. Sixty percent of people who use spicy BBQ sauce; 54% of people who use 4 or more seasoning bottles/month, and; about 58% of both the California and Midwest groups with incomes exceeding $50,000, all strongly or somewhat agree that they like to try food products. Early adopters have tables crowded with condiments because they spend more time in the kitchen.

5. The Peruvian origin of the Company’s ingredients is a strong point. Sixty percent of the California group with household incomes exceeding $50,000 strongly or somewhat agree that they enjoy eating foreign foods. Our product line will provide a point of differentiation to other pepper and hot sauce products.

6. Our productline is on trend with target consumers in both the Midwest and California markets, as evidenced by Simmons data (April 2004 survey among 28,724 respondents.

7. The target consumers don’t have to use very much of the productline for the Company to succeed. The Company want consumers who enjoy the spicy / hot profile to add a spoonful or more to one to two of these everyday meals per week.

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“Mom.”

meals (e.g., spaghetti, pizza, steak, and chicken) to enhance the flavor profile for target consumers.

and one-third eats together seven nights a week. These are ideal occasions for our products.

sugar. The Company’s founders conducted an Optimizer session among a representative sample of target consumers: female users of hot/spicy foods. The seasoning pastes were sampled as

an ingredient in off-the-shelf sauces and straight from the bottle. The ketchup, steak sauce, and the marinade were samples with shoestring packaged potatoes.

Market Landscape and Competitive Overview

Interest in flavors continues to grow as consumers are exposed to different cuisines than their own. A report published by The Freedonia Group states that “flavors and flavor enhancers will

continue to account for the largest share of overall food additives, due to their extensive use in many processed foods, dairy products, baked goods and candy . . . opportunities are constantly being created by consumer demand for new flavors based on ethnic cuisines and more intense flavor preparations.” With our new seasoning pastes, peppers and olives, condiments, hot sauces, and rubs, we can have a highly competitive, broad range of flavor solutions. The current proposed product line competes across a number of food categories totaling over $5 billion in annual sales. These categories are growing at or above the overall average for foods generally, that is in the range of 2-3% per year. The categories across which our line will compete are fragmented. While major companies compete in individual categories, no one company dominates the entire sector. With the exception of H.J. Heinz in ketchups and McIlhenny’s Tabasco in hot and Cajun sauces, dominant category brands generally do not represent core businesses for the respective manufacturers. The fragmentation of these categories, coupled with the fact that they are largely unpopulated by big company core brands, create conditions that are favorable for us to build a successful business. The categories in which our product line competes are distributed through both warehouse and Direct Store Delivery (“DSD”), where we believe we can be of comparable strength. These categories enjoy generally good margins.

Factors that promise

to drive our products growth include the following:

Besides the competitive advantages inherent in the products and their appeal to consumers, we intend to enjoy the competitive advantage of a highly profitable business model. Our unique access to raw materials that are not generally available in the market, and exercises total control of the supply chain. Production and packaging is carried out in a cost effective and socially responsible operation by our founder’s connections in Peru, and is delivered duty-free to U.S. warehouses. Cost of goods is minimized, and consequently, gross margins are very favorable and highly sustainable.

Our other significant competitive advantage is our management team, which consists of seasoned executives who have managed rapid growth and profitability in the world’s leading consumer packaged goods organizations. They bring the best practices derived from their successful track records at industry leaders such as Procter & Gamble, Clorox, and Pennzoil-Quaker State to minimize the risk otherwise inherent with first-time entrepreneurs and accelerate the Company’s product introduction, market penetration, and path to profitability.

Supply Chain, Operations, and Distribution

The unique and varied climate and geography of Peru, where our supply chain processes start, are major factors contributing to a highly differentiated product offering. Peru is located in the tropics near the equator, on the west coast of South America, bordered by the South Pacific Ocean, Ecuador, Colombia, Brazil, Bolivia, and Chile. It covers nearly the area of Alaska (twice

the area of France). The international climate classification of Köppen establishes eleven main types of climates, of which Peru possesses eight. A trip through Peru can encounter an infinite variety of micro-climates from hot deserts and dry forests, to humid savannas and plain rainforests, to cold plateaus, cool steppes, and icy mountains. These unique micro-climates, analogous to the concept of terroir in winemaking, converge in unique ways that do not occur elsewhere in the world, resulting in a distinct source for the Company’s ingredients that cannot be replicated elsewhere.

Raw Materials

Our personnel will select and purchase all raw materials and other processed ingredients from sources in various locations in Peru. The aji peppers and some other raw materials will be purchased directly from a network of small, independent growers, whereas other raw materials will be purchased via middlemen. Processed ingredients will be purchased from companies located in and around Lima. Packaging materials are to be shipped to operating sites in Lima. All jars, bottles, lids, labels, and corrugated cases will be purchased from suppliers located in Lima and shipped to a Company operating site.

Manufacturing and FillingDistribution

All raw materials

Our principal supplier is Sinbon Electronics, a contract manufacturer and packaging materialsengineering company based in Taiwan with manufacturing facilities in China. Sinbon handles procurement and supply chain management. We have an engineering agreement which is ongoing and our manufacturing agreement is currently being negotiated.

Finished products are to be delivered to anygenerally shipped Free on Board (FOB) Shanghai via ocean freight and are warehoused at Associated Global Systems located in Phoenix, Arizona. Merchandise is typically shipped using common carriers or freight companies are selected at the time of three plants in the Lima area with then-current capacity. The batch manufacturing process is to be carried out at these plants by our personnel, thereby preserving our tradesecret product formulae and process know-how. Though we will initially contract the equipment useshipment based on order volume and the labor to complete the manufacturing and filling, we plan to acquire the equipment to perform these two key processes at our own production facility in Lima, thereby further reducing operating costs by avoiding tolling fees.

Packaging and Warehousing

Labeling, packaging, and warehousing will take place at a selected Company operating site. Final product in corrugated cases will be shipped in twenty-foot sea containers from the Port of Callao to Charleston and Long Beach ports in the U.S. Containers, and are then to be trucked to warehouses in Chattanooga, Tennessee and Buena Park, California. The Company will then truck its products to retailers from these two distribution centers.

Local Economic Conditions and Labor Supply

After several years of inconsistent economic performance, the Peruvian economy was one of the fastest growing in Latin America in 2002 and 2003, growing by 5% and 4%, respectively, with the exchange rate stable and an annual inflation lower than 2%. GDP per capita (purchasing power parity) is US$5,200 (2003 estimate) and unemployment runs at 13.4%, with widespread underemployment (2003 estimate). The Company is committed to socially responsible labor practices and enjoys a highly positive relationship with its employees, local communities, and the Peruvian government by virtue of its job creation and export promotion.

In order to generate revenues during the next twelve months, we must:

1. Develop and implement a marketing plan – Once we establish our product lines and develop an inventory of products, our founders intend to utilize existing contacts to introduce the

products to the consumers on an introductory basis, including sales through food distributors, and presentations at Cosco.

3. Develop and implement a comprehensive consumer information website – In addition to providing a consumer direct purchase website, we intend to develop a consumer information website. This consumer information website is intended to let consumers research the most detailed and related information about our products, recipes for the products, and the health benefits.

Alcantara Brands commenced development of its Website in March of 2008, and as a result of its recent commencement of business activities has limited start-up operations and generated no revenues. Our operations, to date, have been devoted primarily to startup and development activities, which include the following:

Alcantara Brands is a recently established business, with temporary offices at 1101 E. Tropicana Ave., Suite 2118, Las Vegas, Nevada. Our directors, officers, and founding stockholders created the business as a result of their interest in Peruvian food products.

Short-Range Plan (Years 1 and 2)

With an appropriate level of capital resources from outside investors, our primary business focus will be on establishing our initial products. Once the initial products are established, we plan on obtaining shelving space for our products in major grocery centers in California, initially, and in Costco stores. Secondary focus will be on other areas, to help build necessary distribution by year 5. A key element of the Company’s Short-Range Plan is an aggressive effort to gain new distribution. Another key element of the Short-Range Plan is the Costco road show, which could deliver net revenues during Year One, while generating product awareness and trial throughout the California market. Success in the road show will result in permanent on-shelf distribution in Costco stores. There remain several potential upsides in the Short-Range Plan which are not included in the financial projections, including the following three most important opportunities:

1. Revenues from new products (the Company will present new items to its current and target accounts throughout the year),

2. Increased usage of seasoning pastes (which requires an effective advertising campaign with corresponding investment in marketing operations), and

3. Incremental sales to the food service sector.

Plan Elements:

The plan assumes an active promotion program across a major grocery chain, with public relations programs in key markets. It also assumes active new distribution efforts in California, accompanied by significant slotting allowance expenditures.

•    Public relations in major California metropolitan areas and key Kroger geographies. This support creates awareness of our product line, particularly the seasoning pastes, by publicizing local events as well as by the Company’s consumer support such as the culinary tour recipe competition.

divisions and California accounts.

•    Coupons to stimulate awareness and trial. This will be a combination of high probability consumer targeted coupons (in store and direct mail) in addition to onshelf instant redeeming coupons.

•    Consumer competition for culinary trip to Peru, to generate awareness and trial, and stimulate experimentation with the seasoning pastes so that target consumers will incorporate the pastes into the most common in-home prepared meal occasions.

•    Costco road shows to create awareness and trial of our line, particularly the seasoning pastes throughout California, while generating a positive contribution to profit and advertising.

A key factor in achieving targeted habitual use by consumers is education about the simplicity of adding the seasoning paste to favorite meals: All that is needed is a spoon. The key trial vehicle for the plan is in-store demonstrations, both in supermarkets as well as warehouse stores, such as Costco. Although results will inevitably vary from one store to the next, the founders experience indicates that we can generate a trial purchase from 25% to 33% of tasters at these events. The Company anticipates a 25% conversion rate of these trial purchasers to regular product users, with a purchase frequency of two times per year for the seasoning pastes, and three to four times per year for the twelve-once condiments. As the Company’s principal trial generation vehicle, in-store demonstrations have been very effective. In-store demonstrations provide opportunities for consumers to taste the product, while enabling the Company to educate consumers on how and when they can use the product. On average, 22% of the tastings result in a product purchase, with

rates over 30% when the demonstration is accompanied with a coupon. Investments in public relations and advertising, which would further enhance consumer education, can significantly accelerate thesebest available rates.

Intellectual Property & Proprietary Rights

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

Our plans are to actively pursue patent and trademark protection for all of newly developed products, both domestically and abroad. We currently do not have anynovel and proprietary technologies related to our product line and the central focus of our patent counsel has been to work with our engineers to build a defensible patent portfolio.

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

Employees

Growth Strategy

Bollente’s product launched in the first quarter of 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.

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

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

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

Margin Expansion

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.

Market Outlook

Bollente is entering the market in front of the largest water heater replacement cycle ever at a time when homeowners are seeking ways to 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 mandated that standard electric water heaters over 55 gallons may not be sold (started in April 2015), effectively forcing the market to use alternative technologies like tankless water heaters.

Investment Analysis

Bollente has entered the market with a disruptive product that has enjoyed significant tail winds thus far. As a result, we believe TKLS 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

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

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

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

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

Target Markets

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

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

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

We currently have onlynine full-time employees, including our two officers, and two part-time employees Carlos T. AlcantaraWe expect to increase the number of employees to expand our sales and Shanda Alcantara, whotechnical staff. We are also our officersusing and directors. We look to both Mr. Alcantara and Mrs. Alcantara for their entrepreneurial skills and talents. It is Mr. and Mrs. Alcantara who provided us our business plan. For a discussion of Mr. and Mrs. Alcantara’s experience, please see “Director, Executive Officers, Promoters and Control Persons.” Initially Mr. and Mrs. Alcantara will coordinate all of our business operations. Both Mr. Alcantara and Mrs. Alcantara have provided the working capital to cover our initial expense. We plancontinue to use independent consultants attorneys, accountants, and technology personnel, as necessary and do not plancontractors to engage any additional full-time employees in the near future.perform various professional services. We believe thethat this use of non-salaried personnel allows usthird-party service providers may enhance our ability to expend our !contain operating and general expenses, and capital resources as a variable cost as opposed to a fixed cost of operations. In other words, if we have insufficient revenues or cash available, we are in a better position to only utilize those services required to generate revenues as opposed to having salaried employees. We may hire marketing employees based on the projected size of the market and the compensation necessary to retain qualified sales employees: however we do not intend to hire these individuals within the next 12 months. A portion of any employee compensation likely would include the right to acquire our stock, which would dilute the ownership interest of holders of existing shares of our common stock.costs.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Mr. Alcantara is spending the time allocated to our business in handling the general business affairs of our company such as accounting issues, including review of materials presented to our auditors, working with our counsel in preparation of filing our S-1 registration statement, and developing our business plan and overseeing the technological aspects of our business, including the analysis of various software companies capable of generating the type of software we require. Mrs. Alcantara is spending time on the development of our product lines, advertising materials, and overseeing startup production in Peru.

REPORTS TO STOCKHOLDERS

We are not subject to the informational requirements of the Securities Exchange Act of 1934, as amended. Once our registration statement is effective and our securities are registered under the exchange act, we will file supplementary and periodic information, documents and reports that are required under section 13 of the Securities Act of 1933, as amended, with the Securities and Exchange Commission. Such reports, proxy statements and other information will be available through the Commission’s Electronic Data Gathering Analysis and Retrieval System which is publicly available through the Commission’s website (http://www.sec.gov).

We intend to furnish annual reports to stockholders, which will include audited financial statements reported on by our Certified Public Accountants. In addition, we will issue unaudited quarterly or other interim reports to stockholders, as we deem appropriate or required by applicable securities regulations.

PLAN OF OPERATION

The following discussion and analysis should be read in conjunction with our financial statements and the notes thereto contained elsewhere in this filing.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Cautionary Statement Regarding Forward-Looking Statements

With the exception of historical matters, the matters discussed herein are forward-looking statements that involve risks and uncertainties. Forward-looking statements include, but are not limited to, statements concerning anticipated trends in revenues and net income, projections concerning operations and available cash flow. Our actual results could differ materially from the results discussed in such forward-looking statements. The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto appearing elsewhere herein.

Background Overview

Alcantara Brands is a development stage companyTrutankless Inc. was incorporated in the Statestate of Nevada in March of 2008. We were formed to engage in the business of producing and importing, directly from Peru, a line of flavorful products. In March of 2008 we commenced our planned principal operations, and therefore have no significant assets.

Since our inception on March 7, 20082008. The Company is headquartered in Scottsdale, Arizona and currently operates through March 14, 2008,its wholly-owned subsidiary, Bollente, Inc., a Nevada corporation incorporated on December 3, 2009. On August 13, 2015, the Company formed a wholly-owned subsidiary, Bollente International, Inc.  The Company no longer operates Bollente International and on July 30, 2018, the Company caused Bollente International to be dissolved.

Bollente is involved in sales, marketing, research and development of a high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products. See “Description of Business.”

Going Concern

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

RESULTS OF OPERATIONS

Results of Operations for the three months ended June 30, 2018 compared with the three months ended June 30, 2017.

Revenues

In the three months ended June 30, 2018, we have not generated $354,339 in revenues, as compared to $142,831 in revenues in the prior year. Cost of goods sold was $411,985 in the three months ended June 30, 2018, as compared to $125,803 in the three months ended June 30, 2017. This increase in cost of goods sold was primarily attributable to an increase in cost of inventory.

To the knowledge of management, the Company is unaware of any revenuestrends or uncertainties in the sales or costs of our products and have incurredservices for the periods discussed.

Gross Profit

Our gross profit decreased $74,674, or approximately 439%, to ($57,646) for the three months ended June 30, 2018 from $17,028 for the three months ended June 30, 2017. This decrease in gross profit was primarily attributable to an increase in shipping cost for related to products sold.

Expenses

Operating expenses totaled $515,647 during the three months ended June 30, 2018 as compared to $509,344 in the prior year. In the three-month period ended June 30, 2018, our expenses primarily consisted of General and Administrative of $372,339, Research and Development of 4,486 and Professional fees of $138,822.

General and administrative fees increased $4,389, or approximately 1% to $372,339 for the three months ended June 30, 2018 from $367,950 for the three months ended June 30, 2017. This increase was primarily due to an increase in wages and marketing.

Research and development decreased $30,084, or approximately 87% to $4,486 for the three months ended June 30, 2018 from $34,570 for the three months ended June 30, 2017. This decrease is attributed primarily to the Company spending less towards developing its technology.

Professional fees increased $31,998, or approximately 30% to $138,822 for the three months ended June 30, 2018 from $106,824 for the three months ended June 30, 2017. Professional fees increased due to an increase in consulting fee associated with business development.

Other Expenses

Interest expense increased $20,310 to $148,185 in the three months ended June 30, 2018 from $127,875 in the three months ended June 30, 2017. The increase was the result of an increase in notes payable with interest accruals.

Net Loss

In the three months ended June 30, 2018, we generated a net loss of $10,000. $721,478, an increase of $101,287 from $620,191 for the three months ended June 30, 2017. This increase was attributable to increased cost of goods sold and cost of consulting fees associated with business development.

Results of Operations for the six months ended June 30, 2018 compared with the six months ended June 30, 2017.

Revenues

In March of 2008 our only business activity was the formation of our corporate entity and the development of our business model. We anticipate the commencement of generatingsix months ended June 30, 2018, we generated $779,385 in revenues, as compared to $258,139 in revenues in the next twelveprior year. Cost of goods sold was $733,432, as compared to $189,748 in the six months ended June 30, 2017. This increase in cost of whichgoods sold was primarily attributable to an increase in cost of inventory.

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 periods discussed.

Gross Profit

Our gross profit decreased $22,438, or approximately 33%, to $45,953 for the six months ended June 30, 2018 from $68,391 for the six months ended June 30, 2017. This decrease in gross profit was primarily attributable to an increase in cost of goods sold.

Expenses

Operating expenses totaled $905,475 during the six months ended June 30, 2018 as compared to $902,053 in the prior year. In the six-month period ended June 30, 2018, our expenses primarily consisted of General and Administrative of $647,373, Research and Development of $4,486, and Professional fees of $253,616.

General and administrative fees increased $105,471, or approximately 19% to $647,373 for the six months ended June 30, 2018 from $541,902 for the six months ended June 30, 2017. This increase was primarily due to an increase in wages and marketing.

Research and development decreased $82,233, or approximately 95% to $4,486 for the six months ended June 30, 2018 from $86,719 for the six months ended June 30, 2017. This decrease is attributed primarily to the Company spending less towards developing its technology.

Professional fees decreased $19,816, or approximately 7% to $253,616 for the six months ended June 30, 2018 from $273,432 for the six months ended June 30, 2017. Professional fees decreased due to a decrease in consulting fee associated with business development.

Other Expenses

Interest expense decreased $4,203 to $256,708 in the six months ended June 30, 2018 from $260,911 in the six months ended June 30, 2017. The decrease was the result of a decrease in notes payable with interest accruals.

Net Loss

In the six months ended June 30, 2018, we generated a net loss of $1,116,230, an increase of $21,657 from $1,094,573 for the six months ended June 30, 2017. This increase was attributable to increased cost of goods sold and consulting fees associated with business development.

Liquidity and Capital Resources

At June 30, 2018, we had an accumulated deficit of $25,113,365. Primarily because of our history of operating losses and our recording of note payables, we have a working capital deficiency of $1,481,176 at June 30, 2018. Losses have been funded primarily through issuance of common stock and borrowings from our stockholders and third-party debt. As of June 30, 2018, we had $64,400 in cash, $245,234 in accounts receivable, $29,931 in inventory, and $409,302 in prepaid expenses. We used net cash in operating activities of $738,516 for the three months ended June 30, 2018.

Cash Flows from Operating, Investing and Financing Activities

The following table provides detailed information about our net cash flow for all financial statement periods presented in this Quarterly Report. To date, we have financed our operations through the issuance of stock and borrowings.

The following table sets forth a summary of our cash flows for the three months ended June 30, 2018 and 2017:

Operating activities - Net cash used in operating activities was $738,516 for the three months ended June 30, 2018, as compared to $830,124 used in operating activities for the same period in 2017. The decrease in net cash used in operating activities was primarily due to a higher volume of units sold and decrease in research and development and consulting contract cost.

Investing activities - Net cash used in investing activities for the three months ended June 30, 2018 was $892, as compared to $0 for the same period of 2017. The increase of net cash used in investing activities was mainly attributable to the purchase of equipment during the current period.

Financing activities - Net cash provided by financing activities for the three months ended June 30, 2018 was $725,209, as compared to $758,595 for the same period of 2017. The decrease of net cash provided by financing activities was mainly attributable to less equity financing.

Ongoing Funding Requirements

As of June 30, 2018, we continue to use traditional and/or debt financing to provide the capital we need to run the business. It is possible that we may need additional funding to enable us to fund our operating expenses and capital expenditures requirements.

Until such time, if ever, as we can provide no assurance. The capital raised in this offering has been budgetedgenerate substantial product revenues, we intend to cover the costs associated with costs associated with the offering, travel expenses, inventory purchases,finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and covering various filing fees and transfer agent fees to complete our early money raise through this offering. We believe that our lack of significant expenses and our ability to commence purchasing and importing products from Peru will generate revenues sufficient to support the limited costs associated with our initial ongoing operations for! the next twelve months.licensing arrangements. There can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from product importsany of those sources of funding will be adequate to maintain our business. As a result, our independent auditors have expressed substantial doubt aboutavailable when needed on acceptable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of existing stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to continue as a going concern in the independent auditors’ report to the financial statements included in the registration statement.

Alcantara Brands is developing a line of flavorings, seasonings, and condiments designed to make everyday in-home prepared meals taste better. Made with Peruvian peppers, the Alcantara Brands are intended to transform routine in-home prepared foods into exciting meals.

Our President, Carlos Alcantara, the founder of Alcantara Brands comes from Callao, Peru, which is the basis for our Peruvian brand of products being developed by us.

Plan of Operation

We are developing a line of flavorings, seasonings, and condiments designed to make everyday in-home prepared meals taste better. Made with Peruvian peppers, they transform routine in-home prepared foods into exciting meals. There are many important factors having a significant impact on grocery food categories sales: long-term, perennial trends,take specific actions, such as convenience and health, as well as more recent growth of more intense flavor options, and

ethnic/regional cuisine. These factors are reflected in the proliferation of Mexican sauces, which now outsellincurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that ubiquitous American staple, tomato ketchup, and new trends such as flavored mayonnaises, hot and spicy ketchups and meat sauces, and similar products. Increased grilling and other healthier food preparation techniques have also driven recent rapid growth trends for marinades and dipping sauces. Our product line also leverages the more intense and ethnic flavor trends, with a healthier option: their flavor doesmay not require the added baggage of extra fat, sugar or salt, which are commonly used in other productsbe favorable to generate flavor. Our product line has been designed and developed for the North American palate and lifestyle, and ! is being introduced into the mainstream food market. It provides an easy, convenient way to bring spice to meals, with a touch of heat. The line promises to add sales for retailers, through the introduction of a new

grocery category (seasoning pastes), and distinctive, unique flavors (the Peruvian peppers) to established condiment categories.

Satisfaction of our cash obligations for the next 12 months. Our plan of operation has provided for us to: (i) develop a business plan, and (ii) establish a line of products which can be produced in Peru, as soon as practical. We have accomplished the goal of developing our business plan; however, we are in the early stages of setting up an operational company capable of providing products available for sale to the general public. We do not have sufficient cash to enable us to development significant inventory, which is an integral part of our operations. We have prepared this offering to provide the basic minimum amount of funds to provide sufficient cash for the next 12 months.us. If we are unsuccessful in generating the cash set forth in this offering,unable to raise additional funds through equity or debt financings or relationships with third parties when needed or on acceptable terms, we willmay be forced into curtailing the expenditures required to complete thedelay, limit, reduce or terminate our product development u! ntil such timeor future commercialization efforts; abandon our business strategy of growth through acquisitions; or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

Results of Operations for the year ended December 31, 2017.

Revenues

In the year ended December 31, 2017 we generated $695,857 in revenues, as we are ablecompared to either raise the cash required privately or launch another offering. Our officers and directors, Mr. Alcantara and his wife Shanda have agreed to continue their part time work until such time as there are either sufficient funds from operations, or alternatively, that funds are available through private placements or another offering$429,582 in revenues in the future. We have not allocatedprior year. The increase in sales was attributable mostly to sales of our trutankless® products and also the sale of Vero products. Cost of goods sold was $530,593, as compared to $490,276 in the prior year.

To the knowledge of management, the Company is unaware of any pay for Mr.trends or Mrs. Alcantara outuncertainties in the sales or costs of the funds being raised in this offering. If we were to not receive any additional funds, including the funds from this offering, we could continue in businessour products and services for the next 12 months. However, we would not beperiods discussed.

Expenses

Operating expenses totaled $2,570,071 during the year ended December 31, 2017 as compared to $2,828,692 in a positionthe prior year. In the year ended December 31, 2017, our expenses primarily consisted of General and Administrative of $1,710,117, Research and Development of $165,218 and Professional fees of $694,736.

General and administrative fees increased $678,473, from the year ended December 31, 2016 to complete the inventory as set forthyear ended December 31, 2017.  This increase was primarily due to an increase in our business plan, or provide any significant advertisement for our customers, thus we would not anticipate any significant revenues. Since we have developed a product line, which is produciblewages and marketing in Peru, we can conduct business2017.

Research and earn revenues.

Summary of any productDevelopment increased $165,218 from the year ended December 31, 2016 to the year ended December 31, 2017. Research and Development fees increased due to there being no research and development that we will performin 2016.

Professional fees decreased $1,102,312 from the year ended December 31, 2016 to the year ended December 31, 2017. Professional fees decreased due to a decrease in consulting fees associated with business development.

Other Expenses

Interest expense increased $83,523 to $467,164 in the year ended December 31, 2017 from $383,641 for the termyear ended December 31, 2016. The increase was the result of an increase in notes payable with interest accruals.

Net Loss

In the plan. We do not anticipate performing any significant product researchyear ended December 31, 2017, we generated a net loss of $2,871,971, a decrease of $400,863 from $3,272,834 for the year ended December 31, 2016. This decrease was attributable to decreased consulting fees associated with business development and development under our planthe Company spending less towards developing its technology.

Liquidity and Capital Resources

At December 31, 2017, we had an accumulated deficit of operation in the near future. In lieu of product research and development we anticipate maintaining control over our current line of products, to assist us in determining the allocation$23,997,135. Primarily because of our limited inventory dollars.

Expected purchase or salehistory of plantoperating losses and significant equipment. We do not anticipate the purchase or saleour recording of any plant or significant equipment, as such items are not required by us at this time or in the next 12 months.

Significant changes in number of employees. The number of employees required to operate our business is currently two part time individuals. Afternote payables, we complete the current offering and have commenced our product development program, and word of mouth

advertising, and at the end of the initial 12 month period, our plan of operation anticipates our requiring additional capital to hire at least one full time person.

Milestones:

As a result of our being a development stage company with minimal amounts of equity capital initially available, $7,500, we have set our goals in three stages: (1) goals based upon the availability of our initial funding of $7,500; (2) goals based upon our funding of $55,000; and (3) goals based upon or funding additional equity and or debt in the approximate sum of $100,000 to $200,000.

Stage I: Development of our business operations based upon our founders’ investment of $7,500.

Stage II: Development of our business operations based upon our receipt of the net funds from our offering of $49,200. We have not commenced the majority of milestones set forth in Stage II of our Plan of Operation as a result of our not having the funds from our offering. In the event we do not receive the funds from the offering, then we will be in a position to continue with the operations of Alcantara Brands, however no significant business will be accomplished until other equity or debt is raised, or in the unlikely event that our product lines as currently developed, generates sufficient revenues to incur additional inventory creation.

Stage III: Development of our business operations based upon our receipt of additional equity and/or debt in the approximate sum of $100,000 to $200,000. If, and when we raise the $100,000 in Stage III, we intend to pay our President a salary of $25,000 per year. There are no accruals for past salary, and the commencement date of such salary would not occur until such time as the additional funds (in addition to our present offering) are acquired. An additional $20,000 would be allocated toward salaries, and the balance of $55,000 would be utilized for legal, accounting, website enhancements, inventory development and general office expenses. In the event an additional $100,000 were raised (in addition to the $55,000 in this offering, and $100,000 referenced above), we would allocate the 2^nd $100,000 primarily to additional inventory, office space and additional staff. We! anticipate that it will take us approximately 90 days after the funding referenced in this Stage III to expand our inventory, hire personnel, and obtain office space.

Until an infusion of capital from this offering, we will not be able to complete Stage II of our Plan of Operation. We currently have insufficient capital to commence any significant

inventory development or importation. Although we are currently operational and we are starting to place orders for the production of our line of food products, our Plan of Operation is premised upon having inventory dollars available. We believe that the inventory dollars allocated in the offering will assist us in generating revenues. We have suffered start up losses and have a working capital deficiency which raises substantial concern regardingof $1,301,079 at December 31, 2017. Losses have been funded primarily through issuance of common stock and borrowings from our stockholders and third-party debt. As of December 31, 2017, we had $78,599 in cash, $129,246 in accounts receivable, $157,487 in inventory, and $318,207 in prepaid expenses.

Debt Financing

The Company has agreed to allow accredited investors the ability to continue asreceive a going concern. We believe thatroyalty 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 proceedsGross Margin of this offering will enable usproduct sold by Bollente International, Inc., costing $25,000 per unit.

During the year ended December 31, 2017, we paid $11,400 in dividends related to maintainroyalty agreements.

On October 18, 2017, the Company entered into royalty termination agreements whereas the Company converted all royalties interest into a total of 1,400,000 shares of common stock valued at $700,000. As of December 31, 2017, the Company has issued 600,000 shares of common stock and has recorded the balance of the common stock due to stock payable.

Cash Flows from Operating, Investing and Financing Activities

The following table provides detailed information about our operations and working capital requirements for at least the next 12 months, without taking into account any internally generated funds from operations. We will need to raise $55,000, with net proceeds of $49,200, to comply with our business plan of operationscash flow for the next 12 months based on our capital expenditure requirements.

After this offering, we will require additional funds to maintainyears ended December 31, 2017 and expand our operations as referenced in our Stage III. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of the shares being offered in this prospectus. At this time we have no earmarked source for these funds. Additionally, there is no guarantee that we will be able to locate additional funds. In the event we are unable to locate additional funds, we will be unable to generate revenues sufficient to operate our business as planned. For example, if we receive less than $100,000 of the funds earmarked in Stage III, we would be unable to significantly expand our inventory to levels under Stage III. Alternatively we may be required to reduce the payments of salary to our President and cover legal and accounting fees require! d to continue our operations. There is still no assurance that, even with the funds from this offering, we will be able to maintain operations at a level sufficient for an investor to obtain a return on their investment in our common stock. Further, we may continue to be unprofitable.

Liquidity and Capital Resources

Cash will be increasing primarily due to the receipt of funds from this offering to offset our near term cash equivalents. Since inception,2016. To date, we have financed our cash flow requirementsoperations through the issuance of common stock. stock and borrowings.

The following table sets forth a summary of our cash flows for the years ended December 31, 2017 and 2016:

Operating activities

Net cash used in operating activities was $1,521,944 for the year ended December 31, 2017, as compared to $1,409,096 used in operating activities for the same period in 2016. The increase in net cash used in operating activities was primarily due to higher volume of units sold and increase in research and development cost.

Investing activities

Net cash used in investing activities was $0 for the year ended December 31, 2017, as compared to $3,828 used in investing activities for the same period in 2016. The decrease in net cash used in investing activities was primarily due to a decrease in software, trademarks, and fixed asset purchases.

Financing activities

Net cash provided by financing activities for the year ended December 31, 2017 was $1,597,109, as compared to $1,496,440 for the same period of 2016. The increase of net cash provided by financing activities was mainly attributable to more equity financing.

Ongoing Funding Requirements

As of December 31, 2017, we expand our activities,continue to use traditional and/or debt financing to provide the capital we need to run the business. It is possible that we may and most likely will, continueneed additional funding to experience net negative cash flows from operations, pending receipt of product sales. Additionally we anticipate obtaining additional financingenable us 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.

We anticipate that we will incur operating losses in the next twelve months. Our lack of operating history (one month old) 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 stagecapital expenditures requirements.

Until such time, if ever, as we can generate substantial product revenues, we intend to finance our cash needs through a combination of development, particularly companies in newequity offerings, debt financings, collaborations, strategic alliances and rapidly evolving markets. 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 tasteful products, respond to competitive developments, and attract, retain and motivate qualified personnel.licensing arrangements. There can be no assurance that weany of those sources of funding will be successful in addressing such risks,available when needed on acceptable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of existing stockholders will be diluted, and the failureterms of these securities may include liquidation or other preferences that adversely affect the rights of existing stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to do so cantake specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have a material adverse effectto relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that may not be favorable to us.

If we are unable to raise additional funds through equity or debt financings or relationships with third parties when needed or on acceptable terms, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts; abandon our business prospects, financial conditionstrategy of growth through acquisitions; or grant rights to develop and results of operations.market product candidates that we would otherwise prefer to develop and market ourselves.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

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

FACILITIES

We  currently maintain an officeindustrial/commercial building located at 1101 E. Tropicana Ave.,15720 N Greenway-Hayden Loop, Suite 2118, Las Vegas, Nevada. We have no monthly rent, nor do2, Scottsdale, AZ 85260, which consists of approximately 1,924 square feet. On January 1, 2018, we accrue any expensesigned a new lease for monthly rent. Mr. Alcantara, our sole officer and director, and our full time employee provides us his home in which we conduct business on our behalf. Mr. Alcantara does not receive any remuneration for the use of this facility or time spent on behalf of us. We do not believe that we will need to obtain additional office space at any time in the foreseeable future, approximately 12 months until our business plan is more fully implemented.at a rate of $3,000 per month.

As a result of our method of operations and business plan we do not require personnel other than Mr. Alcantara to conduct our business. In the future we anticipate requiring additional office space and additional personnel; however, it is unknown at this time how much space or how many individuals will be required.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

TheAs of December 31, 2017, and 2016, the Company utilizes office space provided at no cost from Mr. Alcantara,had two notes payable due to an officer and director of the Company. Office services are provided without chargeCompany in amount of $34,150 and $34,150, respectively. The notes have interest rate that range from 0%-8% with due dates ranging from on demand through April 2017.

As of December 31, 2017, and 2016, the Company had line of credit due to a Company controlled by Mr. Alcantar. Such costs are immaterial to the financial statementsan officer and accordingly, have not been reflected.

During March of 2008, Mr. Alcantara and Mrs. Alcantara received 500,000 shares of common stock, at a price of $0.01 per share as founders of Alcantara Brands. Mr. and Mrs. Alcantara are officers, directors, stockholders, and promoters of Alcantara Brands and developed the website and business plan. The proceeds from the saledirector of the shares to Mr.Company in an amount of $4,791 and Mrs. Alcantara, $5,000, constituted$0, respectively. During the majority portionyear ended December 31, 2017 and 2016 the Company received advances $22,500 and $36,000 and made payments of the initial cash capitalization of the company.$17,709 and $52,000, respectively.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

We intendMarket Information

Our common stock is traded in the OTCQB under the symbol “TKLS”. Our common stock has traded sporadically on the OTCQB, which limits our ability to filelocate accurate high and low bid prices for inclusioneach 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, 2017 and 2016.

The following table sets forth, the average high and low bid prices of our common stock on the Over-the-Counter Bulletin Board; however, there can be no assurance that FINRA will approve the inclusionas reported by Yahoo Finance. These quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions