Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2015USD ($)shares | |
Document And Entity Information | |
Entity Registrant Name | Bollente Companies Inc. |
Entity Central Index Key | 1,429,393 |
Document Type | 10-K |
Entity Trading Symbol | BOLC |
Document Period End Date | Dec. 31, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Is Entity a Well-known Seasoned Issuer? | No |
Is Entity a Voluntary Filer? | No |
Is Entity's Reporting Status Current? | Yes |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | shares | 0 |
Document Fiscal Period Focus | FY |
Document Fiscal Year Focus | 2,015 |
Entity Public Float | $ | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 3,618 | $ 40,446 |
Accounts receivable | 72,533 | 54,477 |
Inventory | 222,537 | 174,132 |
Prepaid expenses | 205,886 | 30,399 |
Prepaid stock compensation | 306,217 | 530,000 |
Total current assets | 810,791 | 829,454 |
Fixed assets, net | 5,885 | 8,768 |
Other assets: | ||
Security deposits | 1,500 | 1,500 |
Trademarks | 8,083 | 825 |
Prepaid stock compensation - long term portion | 16,667 | |
Software | 10,000 | |
Website | 21,160 | 40,693 |
Total other assets | 40,743 | 59,685 |
Total assets | 857,419 | 897,907 |
Current liabilities: | ||
Accounts payable | 620,910 | 338,651 |
Credit cards | 15,971 | 2,387 |
Customer deposits | 600 | 600 |
Accrued salaries - related party | 26,040 | 15,278 |
Accrued payroll taxes | 11,984 | 12,505 |
Notes payable - related party | 600 | 128,637 |
Notes payable - related party, net of debt discount | 195,000 | |
Line of credit - related party | 16,000 | |
Accrued interest payable | 4 | 4 |
Accrued interest payable - related party | 4,316 | |
Total current liabilities | 891,425 | 498,062 |
Long-term liabilities: | ||
Notes payable - related party | 233,000 | |
Total long-term liabilities | 233,000 | |
Total liabilities | 1,124,425 | 498,062 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively | ||
Common stock, $0.001 par value, 100,000,000 shares authorized, 19,350,182 and 16,934,301 shares issued and outstanding as of December 31, 2015 and December 31, 2014, respectively | 19,351 | 16,935 |
Additional paid-in capital | 16,763,822 | 13,725,353 |
Subscriptions payable | 750,000 | 164,375 |
Accumulated deficit | (17,800,179) | (13,506,818) |
Total stockholders' equity (deficit) | (267,006) | 399,845 |
Total liabilities and stockholders' equity (deficit) | $ 857,419 | $ 897,907 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 19,350,182 | 16,934,301 |
Common stock, shares outstanding | $ 19,350,182 | $ 16,934,301 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||
Revenue | $ 265,504 | $ 238,912 |
Cost of goods sold | 342,999 | 440,330 |
Gross profit | (77,495) | (201,418) |
Operating expenses: | ||
General and administrative | 1,369,555 | 1,557,015 |
Executive compensation | 266,500 | 208,850 |
Research and development | 318,720 | 876,777 |
Professional fees | 2,499,335 | 3,367,764 |
Total operating expenses | 4,454,110 | 6,010,406 |
Other income(expenses): | ||
Other income | 277,969 | 7,182 |
Interest expense - related party | (39,394) | (9,085) |
Interest expense | (322) | (205) |
Loss on debt conversion | (825,000) | |
Other expenses | (9) | |
Total other income(expenses) | 238,244 | (827,108) |
Net loss from continuing operations | (4,293,361) | (7,038,932) |
Net loss from discontinued operations | (179,007) | |
Net loss | $ (4,293,361) | $ (7,217,939) |
Basic earnings per share | ||
Loss from continuing operations | $ (0.23) | $ (0.50) |
Loss from discontinued operations | (0.01) | |
Net loss per common share - basic | $ (0.23) | $ (0.51) |
Weighted average number of common shares outstanding - basic | 18,434,686 | 14,231,198 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (4,293,361) | $ (7,217,939) |
Less: Loss from discontinued operations | 179,007 | |
Loss from continuing operations | (4,293,361) | (7,038,932) |
Adjustments to reconcile net loss from continuing operations to net cash used in operating activities from continuing operations: | ||
Shares issued for services | 1,210,710 | 980,967 |
Depreciation | 4,049 | 3,282 |
Shares issued for employment agreement | 210,000 | 409,500 |
Shares issued for prepaid stock compensation | 240,450 | 2,079,034 |
Loss on debt conversion | 825,000 | |
Amortization of website costs | 19,533 | 17,905 |
Accrued rent expense - related party line of credit | 42,000 | |
Amortization of debt discount | 5,000 | |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | (18,056) | (54,477) |
(Increase) decrease in inventory | (48,405) | (174,132) |
(Increase) decrease in prepaid expenses | (175,487) | (5,638) |
(Increase) in other receivables | ||
Increase in accounts payable | 294,482 | 258,006 |
Increase in accounts payable - related party | (922) | 3,876 |
Increase in credit card | 13,583 | 2,387 |
Increase in customer deposits | 600 | |
Increase in accrued salaries - related party | 10,762 | 4,409 |
Increase in accrued payroll taxes | (521) | 614 |
Increase in accrued interest payable | 4 | |
Increase in accrued interest payable - related party | 4,316 | (1,599) |
Net cash used in operating activities - continuing operations | (2,523,867) | (2,647,194) |
Net cash used in operating activities - discontinued operations | (85,647) | |
Net cash used in operating activities | (2,523,867) | (2,732,841) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase trademarks | (7,258) | (275) |
Purchase software | (10,000) | |
Purchase website costs | ||
Purchase of fixed assets | (1,166) | (12,049) |
Net cash used in investing activities - continuing operations | (18,424) | (12,324) |
Net cash used in investing activities | (18,424) | (12,324) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from notes payable | 200,000 | 17,000 |
Repayments from notes payable | (17,000) | |
Proceeds from notes payable - related party | 233,150 | 152,687 |
Repayments of notes payable - related party | (128,187) | (254,000) |
Proceeds from line of credit - related party | 16,000 | |
Repayments of line of credit - related party | (91,051) | |
Proceeds from sale of common stock, net of offering costs | 1,559,500 | 2,887,999 |
Proceeds from royalty payments | 625,000 | |
Net cash provided by financing activities - continuing operations | 2,505,463 | 2,695,635 |
Net cash provided by financing activities - discontinued operations | 86,013 | |
Net cash provided by financing activities | 2,505,463 | 2,781,648 |
NET CHANGE IN CASH | (36,828) | 36,483 |
CASH AT BEGINNING OF THE PERIOD | 40,446 | 4,329 |
CASH AT END OF THE PERIOD | 3,618 | 40,446 |
Less: CASH OF DISCONTINUED OPERATIONS AT END OF THE PERIOD | 366 | |
CASH OF CONTINUING OPERATIONS AT END OF THE PERIOD | 3,618 | 40,446 |
SUPPLEMENTAL INFORMATION: | ||
Interest paid | 20,000 | |
Income taxes paid | ||
Non-cash investing and financing activities: | ||
Shares issued as settlement of accounts payable | 441,128 | 37,681 |
Shares issued for prepaid stock compensation | 373,992 | 1,432,500 |
Shares issued to settle notes payable | $ 290,250 |
STATEMENT OF STOCKHOLDERS' EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) | Preferred Stock | Common Stock | Additional Paid-In Capital | Subscriptions Receivable | Subscriptions Payable | Accumulated Deficit | Total |
Beginning Balance,Amount at Dec. 31, 2013 | $ 10,243 | $ 7,010,353 | $ 94,850 | $ (6,478,386) | $ 637,060 | ||
Beginning Balance,Shares at Dec. 31, 2013 | 10,242,456 | ||||||
Spin-off of Nuvola, Inc., Amount | 189,507 | 189,507 | |||||
Issuance for cash, Amount | $ 2,818 | 2,815,181 | 75,000 | 2,892,999 | |||
Issuance for cash, Shares | 2,817,999 | ||||||
Issuance for employment agreement,Amount | $ 527 | 556,323 | (14,850) | 542,000 | |||
Issuance for employment agreement, Shares | 527,000 | ||||||
Issuance for consulting services, Amount | $ 2,232 | 2,229,360 | 9,375 | 2,240,967 | |||
Issuance for consulting services, Shares | 2,231,592 | ||||||
Issuance for debt conversion, Amount | $ 1,115 | 1,114,135 | 1,115,250 | ||||
Issuance for debt conversion, Shares | 1,115,250 | ||||||
Net loss | (7,217,939) | (7,217,939) | |||||
Ending Balance, Amount at Dec. 31, 2014 | $ 16,935 | 13,725,353 | 164,375 | (13,506,818) | 399,845 | ||
Ending Balance, Shares at Dec. 31, 2014 | 16,934,297 | ||||||
Issuance for cash, Amount | $ 1,475 | 1,473,026 | 85,000 | 1,559,500 | |||
Issuance for cash, Shares | 1,474,500 | ||||||
Issuance for employment agreement,Amount | $ 200 | 199,800 | 10,000 | 210,000 | |||
Issuance for employment agreement, Shares | 200,000 | ||||||
Issuance for consulting services, Amount | $ 720 | 719,365 | 490,625 | $ 1,220,710 | |||
Issuance for consulting services, Shares | 720,085 | 50,000 | |||||
Issuance with note payable, shares | 10,000 | ||||||
Issuance with note payable, Amount | $ 10 | 9,990 | $ 10,000 | ||||
Issuance for settlement of accounts payable, Amount | $ 11 | 11,289 | 11,300 | ||||
Issuance for settlement of accounts payable, Share | 11,300 | ||||||
Proceeds from royalty payments, Amount | 625,000 | 625,000 | |||||
Net loss | (4,293,361) | (4,293,361) | |||||
Ending Balance, Amount at Dec. 31, 2015 | $ 19,351 | $ 16,763,822 | $ 750,000 | $ (17,800,179) | $ (267,006) | ||
Ending Balance, Shares at Dec. 31, 2015 | 19,350,182 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Company was incorporated on March 7, 2008 under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc. Nature of operations The Company is involved in research and development of a new high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products. Principles of consolidation The consolidated financial statements include the accounts of Bollente Companies, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On the date of acquisition, Bollente, Inc. was 2.78% owned and controlled 100% by Robertson J. Orr, a majority shareholder and officer and director of Bollente Companies, Inc. and the acquisition was accounted for by means of a pooling of the entities from the date of inception of Bollente Companies, Inc. on March 7, 2008 because the entities were under common control. On November 21, 2013, the Company formed a wholly owned subsidiary, Nuvola, Inc. On August 13, 2015, the Company formed a wholly owned subsidiary, Bollente International, Inc. On November 24, 2014, the Company completed the spin-off of its cloud-based technology business, Nuvola, Inc. Shareholders of the Company will receive one restricted share of Nuvola, Inc. for every twenty shares held. As a result of the spin-off, all current and prior year amounts have been adjusted to reflect Nuvola, Inc. as a discontinuted operation. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. Website The Company capitalizes the costs associated with the development of the Companys website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company plans to commence amortization upon completion and release of the Companys fully operational website. Stock-based compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. Earnings per share The Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share (EPS) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. Inventory Inventories are stated at the lower of cost (average cost) or market (net realizable value). Revenue recognition The Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer. The Company also records the shipping income when the products are sent to the customer. Fair value of financial instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: The preferred inputs to valuation efforts are quoted prices in active markets for identical assets or liabilities, with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets. Level 2 : FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as unobservable, and limits their use by saying they shall be used to measure fair value to the extent that observable inputs are not available. This category allows for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Earlier in the standard, FASB explains that observable inputs are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. Reclassifications During the fourth quarter of 2014, assets related to Nuvola, Inc. met the criteria for classification as Discontinued Operations. The results of operations related to Nuvola, Inc. are included in the consolidated statements of operations as Net loss from discontinued operations. The cash flows of this business is also presented separately in our consolidated statements of cash flows. Recent pronouncements In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. This guidance should be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date which is fiscal years beginning on or after December 15, 2014, and interim periods within those annual periods. The Company chose to early adopt the provisions of this guidance in the fourth quarter of 2014. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
GOING CONCERN | NOTE 2 GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As a result, the Company incurred accumulated net losses for the year ended December 31, 2015 of ($17,800,179). The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty. |
INVENTORY
INVENTORY | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
INVENTORY | NOTE 3 INVENTORY Inventories consist of the following at: December 31, 2015 December 31, 2014 Raw materials $ 42,061 $ 174,132 Finished goods 180,476 - Total $ 222,537 $ 174,132 |
WEBSITE
WEBSITE | 12 Months Ended |
Dec. 31, 2015 | |
Research and Development [Abstract] | |
WEBSITE | NOTE 4 WEBSITE Website consists of the following at: December 31, 2015 December 31, 2014 Website $ 58,598 $ 58,598 Less: Accumulated amortization (37,438) (17,905) Website, net $ 21,160 $ 40,693 Amortization expense from continuing operations for the years ended December 31, 2015 and 2014 was $19,533 and $17,905, respectively. |
NOTES PAYABLE - RELATED PARTY
NOTES PAYABLE - RELATED PARTY | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE- RELATED PARTY | NOTE 5 NOTES PAYABLE RELATED PARTY Notes payable consist of the following at: December 31, 2015 December 31, 2014 Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand $ 600 $ 450 Note payable from a shareholder, secured, 12% interest, due June 2016 195,000 - Note payable to a related entity, unsecured, 0% interest, due upon demand - 128,187 Notes Payable Current $ 195,600 $ 128,637 December 31, 2015 December 31, 2014 Note payable from a shareholder, secured, 12% interest, due March 2017 $ 200,000 $ - Note payable, to an officer, director and shareholder, secured, 5% interest, due April 2017 33,000 - Notes payable Long Term $ 233,000 $ - Interest expense from continuing operations for the years ended December 31, 2015 and 2014 was $39,716 and $9,290, respectively. |
ROYALTY PAYMENTS
ROYALTY PAYMENTS | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
ROYALTY PAYMENTS | NOTE 6 ROYALTY PAYMENTS During the year ended December 31, 2015, the Company has agreed to allow accredited investors the ability to receive a royalty on products sold in an effort to fund its distribution and marketing advances internationally by purchasing units. Each unit represents 0.625% royalty interest in the Gross Margin of product sold by Bollente International, Inc., costing $25,000 per unit. As of December 31, 2015, twenty-five units have been sold totaling $625,000. This amount is included in additional paid in capital since there is no obligation to repay the funds. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2015 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 7 DISCONTINUED OPERATIONS On November 24, 2014, the Company completed the spin-off of its cloud-based technology business, Nuvola, Inc. Shareholders of the Company will receive one restricted share of Nuvola, Inc. for every twenty shares held. As a result of the spin-off, all current and prior year amounts have been adjusted to reflect Nuvola, Inc. as a discontinuted operation. During the fourth quarter of 2014, assets related to Nuvola, Inc. met the criteria for classification as Discontinued Operations. The results of operations related to Nuvola, Inc. are included in the consolidated statements of operations as Net loss from discontinued operations. The cash flows of this business is also presented separately in our consolidated statements of cash flows. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8 STOCKHOLDERS EQUITY (DEFICIT) The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock. On February 2, 2015, the Company issued 230,000 shares of common stock for cash received of $230,000, of which $115,000 of the funds were received during December 2014 and recorded as stock payable. On February 2, 2015, the Company issued 184,600 shares of common stock for services totaling $184,600. On February 2, 2015, the Company issued 30,000 shares of common stock owed to an employee of the Company as part of their employment agreement totaling $30,000. On March 23, 2015, the Company issued a total of 35,000 shares of common stock for cash received of $35,000. On March 23, 2015, the Company issued 20,000 shares of common stock for services totaling $20,000. On March 23, 2015, the Company issued 100,000 shares of common stock owed to employees of the Company as part of their employment agreement totaling $100,000. On April 2, 2015, the Company issued 175,000 shares of common stock for cash received of $175,000, of which $10,000 and $165,000 of the funds were received as of December 31, 2014 and March 31, 2015, respectively, and recorded as stock payable. On April 2, 2015 the Company issued 15,000 shares of common stock for services totaling $15,000, of which $2,500 and $3,750 was expensed as of December 31, 2014 and March 31, 2015, respectively, and recorded as stock payable. On April 2, 2015, the Company issued 10,000 shares of common stock for services totaling $10,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. On April 30, 2015, the Company issued 451,000 shares of common stock for cash received of $451,000. On June 18, 2015, the Company issued 10,000 shares of common stock for cash totaling $10,000 which was received as of March 31, 2015 and recorded as stock payable. On June 18, 2015, the Company issued 400,000 shares of common stock for cash received of $400,000. On June 18, 2015, the Company issued 167,400 shares of common stock for services totaling $167,400. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. On June 18, 2015, the Company issued 11,300 shares of common stock as a settlement of debt totaling $11,300. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. On June 18, 2015, the Company issued 30,000 shares of common stock owed to an officer of the Company as part of their employment agreement totaling $30,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. On June 30, 2015, the Company issued 12,500 shares of common stock for cash received of $12,500. On June 30, 2015, the Company issued 120,000 shares of common stock for services totaling $120,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. On August 19, 2015, the Company issued 136,000 shares of common stock for cash received of $136,000,of which $50,000 of the funds were received as of June 30, 2015 and recorded as stock payable. On August 19, 2015, the Company issued 30,085 shares of common stock for services totaling $30,085. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. On August 19, 2015, the Company issued 10,000 shares of common stock owed to an employee of the Company as part of their employment agreement totaling $10,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. In October 1, 2015, the Company issued 25,000 shares of common stock for cash totaling $25,000 which was received as of September 30, 2015 and recorded as stock payable. On October 1, 2015, the Company issued 100,000 shares of common stock for services totaling $100,000,of which $12,500 was expensed as of September 30, 2015 and recorded as stock payable. On October 1, 2015, the Company issued 30,000 shares of common stock earned by the President of the Company as part of their employment agreement totaling $30,000. This was expensed as of September 30, 2015 and recorded as stock payable. On October 28, 2015, the Company issued 10,000 shares of common stock as commission totaling $10,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. On October 28, 2015, the Company issued 73,000 shares of common stock for services totaling $73,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. On November 23, 2015, the Company sold 50,000 shares of common stock to an investor for cash totaling $50,000 and are recorded to stock payable. The shares were issued on February 10, 2016. On November 30, 2015, the Company recorded a stock payable totaling $30,000 for 30,000 shares of common stock earned by the President of the Company as part of their employment agreement. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. The shares were issued on February 2, 2016. On December 3, 2015, the Company sold 10,000 shares of common stock to an investor for cash totaling $10,000 and are recorded to stock payable. The shares were issued on February 10, 2016. On December 31, 2015, the Company recorded a stock payable totaling $10,000 for 10,000 shares of common stock earned by the President of the Company as part of their employment agreement. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. As of the date of this filing, the shares have not been issued. On December 31, 2015, the Company recorded a stock payable totaling $500,000 for 500,000 shares of common stock earned by a consultant. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. The shares were issued on February 2, 2016. |
PREPAID STOCK COMPENSATION
PREPAID STOCK COMPENSATION | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
PREPAID STOCK COMPENSATION | NOTE 9 PREPAID STOCK COMPENSATION During the year ended December 31, 2015, the Company issued a total of 654,600 shares of common stock as part of six consulting agreements totaling $654,600. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. The value of the shares was recorded as prepaid expense and is being amortized over one year which is the related service period of the agreement. |
AGREEMENTS
AGREEMENTS | 12 Months Ended |
Dec. 31, 2015 | |
Notes to Financial Statements | |
AGREEMENTS | NOTE 10 AGREEMENTS On April 21, 2015, the Company received $33,000 as a loan from an officer of the Company. The term of the note is for two years beginning April 21, 2015 and ending on April 20, 2017 at 5% interest. Lease agreement In January 2015, the Company executed a sublease agreement with Perigon Companies, LLC, a related party. The lease term is one year at a rate of $4,000 per month with an option to continue on a month to month basis. The Company paid a refundable security deposit of $1,500. In January 2015, the Company executed a sublease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $2,800 per month with an option to continue on a month to month basis. The Company was not required to pay a security deposit. Rent expense for the year ended December 31, 2015 and 2014 was $85,877 and $61,545, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 SUBSEQUENT EVENTS On February 2, 2016, the Company issued 130,000 shares of common stock for cash received of $130,000. On February 2, 2016, the Company issued 930,000 shares of common stock for services totaling $930,000. On February 10, 2016, the Company issued 60,000 shares of common stock for cash received of $60,000. On February 10, 2016, the Company issued 45,000 shares of common stock for services totaling $45,000. On February 22, 2016, the Company issued 303,000 shares of common stock for services totaling $303,000. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of presentation | Organization The Company was incorporated on March 7, 2008 under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc. |
Nature of operations | Nature of operations The Company is involved in research and development of a new high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products. |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of Bollente Companies, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On the date of acquisition, Bollente, Inc. was 2.78% owned and controlled 100% by Robertson J. Orr, a majority shareholder and officer and director of Bollente Companies, Inc. and the acquisition was accounted for by means of a pooling of the entities from the date of inception of Bollente Companies, Inc. on March 7, 2008 because the entities were under common control. On November 21, 2013, the Company formed a wholly owned subsidiary, Nuvola, Inc. On August 13, 2015, the Company formed a wholly owned subsidiary, Bollente International, Inc. On November 24, 2014, the Company completed the spin-off of its cloud-based technology business, Nuvola, Inc. Shareholders of the Company will receive one restricted share of Nuvola, Inc. for every twenty shares held. As a result of the spin-off, all current and prior year amounts have been adjusted to reflect Nuvola, Inc. as a discontinuted operation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. |
Website | Website The Company capitalizes the costs associated with the development of the Companys website pursuant to ASC Topic 350. Other costs related to the maintenance of the website are expensed as incurred. Amortization is provided over the estimated useful lives of 3 years using the straight-line method for financial statement purposes. The Company plans to commence amortization upon completion and release of the Companys fully operational website. |
Stock-based compensation | Stock-based compensation The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50. |
Earnings per share | Earnings per share The Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share (EPS) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation. |
Inventory | Inventory Inventories are stated at the lower of cost (average cost) or market (net realizable value). |
Revenue recognition | Revenue recognition The Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer. The Company also records the shipping income when the products are sent to the customer. |
Fair value of financial instruments | Fair value of financial instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand. Level 1: Level 2 FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations. Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as unobservable, and limits their use by saying they shall be used to measure fair value to the extent that observable inputs are not available. This category allows for situations in which there is little, if any, market activity for the asset or liability at the measurement date. Earlier in the standard, FASB explains that observable inputs are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants. |
Reclassifications | Reclassifications During the fourth quarter of 2014, assets related to Nuvola, Inc. met the criteria for classification as Discontinued Operations. The results of operations related to Nuvola, Inc. are included in the consolidated statements of operations as Net loss from discontinued operations. The cash flows of this business is also presented separately in our consolidated statements of cash flows. |
Recent pronouncements | Recent pronouncements In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. This guidance should be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date which is fiscal years beginning on or after December 15, 2014, and interim periods within those annual periods. The Company chose to early adopt the provisions of this guidance in the fourth quarter of 2014. |
INVENTORY (Tables)
INVENTORY (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
INVENTORY | December 31, 2015 December 31, 2014 Raw materials $ 42,061 $ 174,132 Finished goods 180,476 - Total $ 222,537 $ 174,132 |
WEBSITE (Tables)
WEBSITE (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Research and Development [Abstract] | |
Summary of website and its amortization expense | December 31, 2015 December 31, 2014 Website $ 58,598 $ 58,598 Less: Accumulated amortization (37,438) (17,905) Website, net $ 21,160 $ 40,693 |
NOTES PAYABLE - RELATED PARTY (
NOTES PAYABLE - RELATED PARTY (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | December 31, 2015 December 31, 2014 Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand $ 600 $ 450 Note payable from a shareholder, secured, 12% interest, due June 2016 195,000 - Note payable to a related entity, unsecured, 0% interest, due upon demand - 128,187 Notes Payable Current $ 195,600 $ 128,637 December 31, 2015 December 31, 2014 Note payable from a shareholder, secured, 12% interest, due March 2017 $ 200,000 $ - Note payable, to an officer, director and shareholder, secured, 5% interest, due April 2017 33,000 - Notes payable Long Term $ 233,000 $ - |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Estimated useful lives of website | 3 years |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Notes to Financial Statements | |
Incurred accumulated net losses | $ 17,800,179 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 42,061 | $ 174,132 |
Finished goods | 180,476 | |
Total | $ 222,537 | $ 174,132 |
WEBSITE (Details)
WEBSITE (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Research and Development [Abstract] | ||
Website | $ 58,598 | $ 58,598 |
Less: Accumulated amortization | (37,438) | (17,905) |
Website, net | $ 21,160 | $ 40,693 |
WEBSITE (Details Narrative)
WEBSITE (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Research and Development [Abstract] | ||
Amortization expense | $ 19,533 | $ 17,905 |
NOTES PAYABLE - RELATED PARTY27
NOTES PAYABLE - RELATED PARTY (Details) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand | $ 600 | $ 450 |
Note payable from a shareholder, secured, 12% interest, due June 2016 | 195,000 | |
Note payable to a related entity, unsecured, 0% interest, due upon demand | 128,187 | |
Notes Payable - Current | 195,600 | 128,637 |
Note payable from a shareholder, secured, 12% interest, due March 2017 | 200,000 | |
Note payable, to an officer, director and shareholder, secured, 5% interest, due April 2017 | 33,000 | |
Notes payable - Long Term | $ 233,000 |
NOTES PAYABLE - RELATED PARTY28
NOTES PAYABLE - RELATED PARTY (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | ||
Interest expense from continuing operations | $ 39,716 | $ 9,290 |
ROYALTY PAYMENTS (Details Narra
ROYALTY PAYMENTS (Details Narrative) | Dec. 31, 2015USD ($) |
Notes to Financial Statements | |
Royalty | $ 625,000 |
STOCKHOLDERS_ EQUITY (DEFICIT)
STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Sep. 30, 2015 | Aug. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Authorized to issue shares | 10,000,000 | 10,000,000 | ||||
Preferred stock par value | $ 0.001 | $ 0.001 | ||||
Common stock shares | 100,000,000 | 100,000,000 | ||||
Common stock par value | $ 0.001 | $ 0.001 | ||||
Stock payables | $ 50,000 | $ 10,000 | $ 10,000 | $ 165,000 | ||
Common stock for cash | $ 25,000 | $ 136,000 | $ 12,500 | $ 12,500 | ||
Common stock for cash, Shares | 136,000 | 12,500 | 12,500 | |||
Common stock for services, Shares | 50,000 | |||||
Common stock for services, Value | $ 1,220,710 | 2,240,967 | ||||
Common stock for services | 3,750 | $ 2,500 | ||||
Employment agreement expense | $ 30,000 | |||||
Consulting Services [Member] | ||||||
Stock payables | $ 500,000 | |||||
Stock payable shares | 500,000 | |||||
Common stock for cash | $ 10,000 | |||||
Common stock for cash, Shares | 10,000 |
PREPAID STOCK COMPENSATION (Det
PREPAID STOCK COMPENSATION (Details Narrative) - USD ($) | 3 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2015 | |
Prepaid expense amount total | $ 139,550 | |
Consulting Services [Member] | ||
Professional fees | $ 680,675 | |
Common stock issued | 654,600 |
AGREEMENTS (Details Narrative)
AGREEMENTS (Details Narrative) - USD ($) | 4 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 21, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Jan. 30, 2015 | |
Rent expense | $ 34,228 | $ 85,877 | $ 61,545 | ||
Loan from an officer | $ 33,000 | ||||
Lease Agreements [Member] | |||||
Lease term with monthly basis | $ 4,000 | ||||
Refundable security deposit | 1,500 | ||||
Lease Agreements One[Member] | |||||
Lease term with monthly basis | 2,800 | ||||
Refundable security deposit |