Document and Entity Information
Document and Entity Information | 6 Months Ended |
Jun. 30, 2017shares | |
Document and Entity Information: | |
Entity Registrant Name | Bollente Companies Inc. |
Document Type | 10-Q |
Document Period End Date | Jun. 30, 2017 |
Amendment Flag | false |
Entity Central Index Key | 1,429,393 |
Current Fiscal Year End Date | --12-31 |
Entity Common Stock, Shares Outstanding | 25,652,342 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Fiscal Year Focus | 2,017 |
Document Fiscal Period Focus | Q2 |
Trading Symbol | bolc |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 15,605 | $ 87,134 |
Accounts receivable | 116,539 | 116,333 |
Inventory | 218,208 | 62,836 |
Prepaid expenses | 148,027 | 220,306 |
Total current assets | 498,379 | 486,609 |
Other assets: | ||
Fixed assets, net | 648 | 1,478 |
Security deposits | 1,500 | 1,500 |
Trademarks | 11,912 | 11,912 |
Software | 5,005 | 6,667 |
Website | 1,628 | |
Total other assets | 19,065 | 23,185 |
Total assets | 517,444 | 509,794 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 520,186 | 461,704 |
Accrued interest payable - related party | 3,642 | 1,642 |
Customer deposits | 600 | 600 |
Advances | 1,300 | 1,300 |
Lines of credit - related party | 17,500 | |
Notes payable - related party | 34,150 | 34,150 |
Convertible notes payable - current, net | 496,364 | 488,866 |
Total current liabilities | 1,073,742 | 988,262 |
Non-current liabilities: | ||
Convertible notes payable, net | 679,714 | 148,157 |
Total non-current liabilities | 679,714 | 148,157 |
Total liabilities | 1,753,456 | 1,136,419 |
Stockholders' equity (deficit) | ||
Preferred stock value | 76 | 61 |
Common stock value | 25,653 | 23,724 |
Additional paid-in capital | 20,848,845 | 20,382,603 |
Subscriptions payable | 57,000 | 40,000 |
Accumulated deficit | (22,167,586) | (21,073,013) |
Total stockholders' equity (deficit) | (1,236,012) | (626,625) |
Total liabilities and stockholders' equity (deficit) | $ 517,444 | $ 509,794 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Balance Sheet | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 76,000 | 61,000 |
Preferred stock, shares outstanding | 76,000 | 61,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 25,652,342 | 23,722,342 |
Common stock, shares outstanding | 25,652,342 | 23,722,342 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement | ||||
Revenue | $ 142,831 | $ 66,278 | $ 258,139 | $ 181,802 |
Cost of sales | 125,803 | 52,332 | 189,748 | 151,475 |
Gross profit | 17,028 | 13,946 | 68,391 | 30,327 |
Operating expenses: | ||||
General and administrative | 367,950 | 407,716 | 541,902 | 901,820 |
Research and development | 34,570 | 1,618 | 86,719 | 2,549 |
Professional fees | 106,824 | 388,628 | 273,432 | 954,734 |
Total operating expenses | 509,344 | 797,962 | 902,053 | 1,859,103 |
Other income (expenses): | ||||
Other income | 11,993 | 12,186 | ||
Interest expense | 127,875 | 16,063 | 260,911 | 32,332 |
Total other income (expenses) | (127,875) | (4,070) | (260,911) | (20,146) |
Net income (loss) | $ (620,191) | $ (788,086) | $ (1,094,573) | $ (1,848,922) |
Net income (loss) per share - basic | $ (0.03) | $ (0.04) | $ (0.04) | $ (0.09) |
Weighted average number of common shares outstanding - basic | 24,143,855 | 20,832,691 | 24,689,356 | 20,529,339 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating activities | ||
Net income (loss) | $ (1,094,573) | $ (1,848,922) |
Adjustments to reconcile net loss to net cash used by operating activities: | ||
Shares issued for services | 152,000 | (1,068,000) |
Depreciation and amortization | 4,120 | 13,636 |
Shares issued for prepaid share compensation | 139,828 | |
Amortization of debt discount | 131,145 | 5,515 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in accounts receivable | (206) | 34,388 |
(Increase) decrease in inventory | (155,372) | 128,905 |
(Increase) decrease in prepaid expenses | 72,279 | 14,830 |
Increase (decrease) in accounts payable and accrued liabilities | 58,483 | (15,645) |
Increase (decrease) in accrued interest payable - related party | 2,000 | 2,018 |
Net cash provided (used) by operating activities | (830,124) | (457,447) |
Cash flows from investing activities | ||
Purchase of trademarks | 2,381 | |
Net cash provided (used) by investing activities | (2,381) | |
Cash flows from financing activities | ||
Proceeds from convertible notes payable | 420,000 | 110,000 |
Proceeds from notes payable | 15,000 | 75,000 |
Repayments of notes payable | 22,414 | 78,000 |
Proceeds from lines of credit - related party | 22,500 | 24,000 |
Repayments of lines of credit - related party | 5,000 | 23,000 |
Proceeds from sale of common stock | 375,009 | 300,000 |
Proceeds from sale of preferred stock | 37,500 | |
Proceeds from royalty payments | 50,000 | |
Repurchase of common stock | 84,000 | |
Net cash provided (used) by financing activities | 758,595 | 458,000 |
Net increase (decrease) in cash | (71,529) | (1,828) |
Cash - beginning of the period | 87,134 | 3,618 |
Cash - ending of the period | 15,605 | 1,790 |
Supplemental disclosures | ||
Interest paid | 25,111 | 23,750 |
Taxes paid | ||
Non-cash investing and financing activities | ||
Shares issued for prepaid services | 100,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
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. All significant inter-company transactions and balances have been eliminated. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates. Cash and cash equivalents For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. Website The Company capitalizes the costs associated with the development of the 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 earnings 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 earnings 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 The cost of our inventory includes the amount we pay to our suppliers to acquire inventory, freight costs incurred in connection with the delivery of product to our distribution centers. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. 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 June 30, 2016. 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. Recent Accounting Pronouncements In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts from Customers In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers |
Going Concern Disclosure
Going Concern Disclosure | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
Going Concern Disclosure | 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 June 30, 2017 of ($22,167,586). 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, Disclosure
Inventory, Disclosure | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
Inventory, Disclosure | NOTE 3 - INVENTORY Inventories consist of the following at: June 30, 2017 December 31, 2016 Finished goods $ 218,208 $ 62,836 Total $ 218,208 $ 62,836 Inventory purchases are prepaid up to 70% during the manufacturing process, with the final 30% being paid upon shipment. The Company inventory is shipped from the manufacturer to the Company via FOB shipping point and as such is included in the Companys inventory at the point of shipment. As of June 30, 2017, and December 31, 2016, the Company had prepaid inventory of $128,657 and $178,379, respectively. |
Website, Disclosure
Website, Disclosure | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
Website, Disclosure | NOTE 4 - WEBSITE Website consists of the following at: June 30, 2017 December 31, 2016 Website $ 58,598 $ 58,598 Less: Accumulated amortization (58,598) (56,970) Website, net $ -- $ 1,628 Amortization expense from continuing operations for the six months ended June 30, 2017 and 2016 was $1,628 and $4,883, respectively. |
Related Party Disclosure
Related Party Disclosure | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
Related Party Disclosure | NOTE 5 - RELATED PARTY As of June 30, 2017 and December 31, 2016, the Company had two notes payable due to an officer and director of the Company 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 June 30, 2017 and December 31, 2016, the Company had line of credit due to a Company controlled by an officer and director of the Company in amount of $17,500 and $0, respectively. During the quarter ended June 30, 2017 and 2016 the Company received advances $22,500 and $0 and made payments of $5,000 and $0, respectively. |
Notes Payable, Disclosure
Notes Payable, Disclosure | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
Notes Payable, Disclosure | NOTE 6 - NOTES PAYABLE Notes payable, net of debt discount, consist of the following at: June 30, 2017 December 31, 2016 Note payable from a shareholder, secured, 12% interest, due May 2017 59,826 82,240 Note payable from a shareholder, secured, 12% interest, due March 2017 300,000 300,000 Note payable to an officer, director and shareholder, secured, 5% interest, due June 2017 140,000 125,000 Total Notes Payable $ 499,826 $ 507,240 Less Discounts (3,462) (18,374) Total Notes Payable $ 496,364 $ 488,866 Less current portion (496,364) (488,866) Interest expense including amortization of the associated debt discount for the six months ended June 30, 2017 and 2016 was $49,228 and $32,332, respectively. Convertible notes payable, net of debt discount, consist of the following: June 30, 2017 December 31, 2016 Convertible note payable from a shareholder, secured, 12% interest, due May 2018, convertible at $1 per share $ 10,000 $ 10,000 Convertible note payable from a shareholder, secured, 12% interest, due May 2018, convertible at $1 per share 50,000 50,000 Convertible note payable from a shareholder, secured, 12% interest, due June 2018, convertible at $1 per share 50,000 50,000 Convertible note payable from a shareholder, secured, 12% interest, due August 2018, convertible at $1 per share 50,000 50,000 Convertible note payable from an entity owned and controlled by a shareholder, secured, 12% interest, due 120 days after delivery of payment notice from lender or August 2018, convertible at $0.25 per share 615,000 350,000 Convertible note payable from a shareholder, secured, 10% interest, due May 2020, convertible at $1 per share 100,000 -- Convertible note payable from a shareholder, secured, 10% interest, due May 2020, convertible at $1 per share 50,000 -- Convertible note payable from a shareholder, secured, 10% interest, due May 2020, convertible at $1 per share 5,000 -- Convertible notes payable - Long Term $ 930,000 $ 510,000 Less discount (250,286) (361,843) Convertible notes payable, net $ 679,714 $ 148,157 On May 2, 2017, the Company issued $100,000 of principal amount of 10% secured convertible promissory notes and 20,000 warrants to purchase common stock. The notes are due on May 2, 2020 and are secured by the Companys accounts receivable and inventory. The outstanding principal amounts and accrued but unpaid interest of the notes are convertible at any time at the option of the holder into common stock at a conversion price of $0.50 per share. The notes the were issued with warrants to purchase up to 10,000 shares of the Companys common stock at an exercise price of $1.00 per share. The warrants are exercisable at any time. The warrants are exercisable until four (4) years after the closing date. On May 2, 2017, the Company issued $50,000 of principal amount of 10% secured convertible promissory notes and 10,000 warrants to purchase common stock. The notes are due on May 2, 2020 and are secured by the Companys accounts receivable and inventory. The outstanding principal amounts and accrued but unpaid interest of the notes are convertible at any time at the option of the holder into common stock at a conversion price of $0.50 per share. The notes the were issued with warrants to purchase up to 10,000 shares of the Companys common stock at an exercise price of $1.00 per share. The warrants are exercisable at any time. The warrants are exercisable until four (4) years after the closing date. On May 22, 2017, the Company issued $5,000 of principal amount of 10% secured convertible promissory notes and 1,000 warrants to purchase common stock. The notes are due on May 22, 2020 and are secured by the Companys accounts receivable and inventory. The outstanding principal amounts and accrued but unpaid interest of the notes are convertible at any time at the option of the holder into common stock at a conversion price of $0.50 per share. The notes the were issued with warrants to purchase up to 1,000 shares of the Companys common stock at an exercise price of $1.00 per share. The warrants are exercisable at any time. The warrants are exercisable until four (4) years after the closing date. Interest expense including amortization of the associated debt discount for the six months ended June 30, 2017 and 2016 was $127,681 and $0, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
Commitments and Contingencies | NOTE 7 - COMMITMENTS AND CONTINGENCIES Office Lease 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 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 a month to month basis. The Company was not required to pay a security deposit. Rent expense for the six months ended June 30, 2017 and 2016 was $40,800 and $40,800, respectively. Executive Employment Agreements The Company has an employment agreement with the CEO/President to perform duties and responsibilities as may be assigned. The base salary is in the amount of $75,000 per annum plus an annual bonus of 120,000 shares of common stock commencing on March 31, 2016 and ending February 28, 2017 with an option renewal on (March 1) thereafter. The Company has an employment agreement with the President to perform duties and responsibilities as may be assigned. The base salary is in the amount of $125,000 per annum plus a one-time bonus of 250,000 shares of common stock commencing on October 1, 2016 and ending September 30, 2017 with an option renewal on September 15, 2017. |
Stock Warrants, Disclosure
Stock Warrants, Disclosure | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
Stock Warrants, Disclosure | NOTE 8 - STOCK WARRANTS The following is a summary of stock warrants activity during the year ended June 30, 2017 and December 31, 2016. Number of Shares Weighted Average Exercise Price Balance, December 31, 2015 -- $ -- Warrants granted and assumed -- $ -- Warrants expired -- -- Warrants canceled -- -- Warrants exercised -- -- Balance, December 31, 2016 1,237,312 $ 1.00 Warrants granted and assumed 83,000 $ -- Warrants expired -- -- Warrants canceled -- -- Warrants exercised -- -- Balance, June 30, 2017 1,320,312 $ 1.00 As of June 30, 2017, there are warrants exercisable to purchase 1,320,312 shares of common stock in the Company. |
Stockholders' Equity Disclosure
Stockholders' Equity Disclosure | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
Stockholders' Equity Disclosure | NOTE 9 - STOCKHOLDERS EQUITY The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock. Each share of Preferred Stock is convertible, at any time, at the option of the holder, is convertible into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock will be automatically converted into shares of the Companys common stock and warrants after three years from the original issue date of the Preferred Stock. During the six months ended June 30, 2017, the Company issued 1,530,100 shares of common stock for cash received of $370,000, of which $30,000 of the funds were received during the year ended December 31, 2016 and recorded as stock payable. During the six months ended June 30, 2017, the Company received $25,000 cash for the purchase of common stock. As of June 30, 2017, no shares have been issued and the amount is recorded as stock payable. During the six months ended June 30, 2017, the Company received $10,000 cash for the purchase of preferred stock. As of June 30, 2017, no shares have been issued and the amount is recorded as stock payable. During the six months ended June 30, 2017, the Company issued 25,000 units consisting of shares of preferred stock and one warrant for $62,500 cash. During the six months ended June 30, 2017, a Company shareholder converted 10,000 shares of preferred stock into 50,000 shares of the Companys common stock and 10,000 warrants. During the six months ended June 30, 2017, the Company repurchased and retired 300,000 shares of common stock for $84,000. During the six months ended June 30, 2017, the Company issued 700,100 shares of common stock with a fair value of $140,000 for services. During the six months ended June 30, 2017, the Company was obligated to issue 60,000 share of common stock valued at $12,000 for services. As of June 30, 2017, the shares have not been issued and have been recorded as stock payable. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Notes | |
Subsequent Events | NOTE 10 - SUBSEQUENT EVENTS Subsequent to June 30, 2017, the Company issued 27,000 shares of common stock with a fair value of $5,400 for services. Subsequent to June 30, 2017, the Company issued 70,000 shares of common stock for $35,000 cash. The cash was received during the quarter ended June 30, 2017 and was recorded as a stock payable. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies: Principles of Consolidation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Policies | |
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. All significant inter-company transactions and balances have been eliminated. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies: Use of Estimates (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Policies | |
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. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Policies | |
Cash and Cash Equivalents Policy | 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. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies: Website Policy (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Policies | |
Website Policy | 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. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies: Stock-based Compensation Policy (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Policies | |
Stock-based Compensation Policy | 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. |
Summary of Significant Accoun21
Summary of Significant Accounting Policies: Earnings Per Share Policy (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Policies | |
Earnings Per Share Policy | Earnings per share The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings 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 earnings 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. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies: Inventory Policy (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Policies | |
Inventory Policy | Inventory The cost of our inventory includes the amount we pay to our suppliers to acquire inventory, freight costs incurred in connection with the delivery of product to our distribution centers. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Policies | |
Revenue Recognition Policy | 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. |
Summary of Significant Accoun24
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Policies | |
Fair Value of Financial Instruments Policy | Fair value of financial instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2016. 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. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Policies | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts from Customers In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU 2016-02, Leases In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) In December 2016, the FASB issued ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers |
Inventory, Disclosure_ Schedule
Inventory, Disclosure: Schedule of Inventory (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Tables/Schedules | |
Schedule of Inventory | June 30, 2017 December 31, 2016 Finished goods $ 218,208 $ 62,836 Total $ 218,208 $ 62,836 |
Website, Disclosure_ Schedule o
Website, Disclosure: Schedule of Website Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Tables/Schedules | |
Schedule of Website Assets | June 30, 2017 December 31, 2016 Website $ 58,598 $ 58,598 Less: Accumulated amortization (58,598) (56,970) Website, net $ -- $ 1,628 |
Notes Payable, Disclosure_ Sche
Notes Payable, Disclosure: Schedule of Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Tables/Schedules | |
Schedule of Notes Payable | June 30, 2017 December 31, 2016 Note payable from a shareholder, secured, 12% interest, due May 2017 59,826 82,240 Note payable from a shareholder, secured, 12% interest, due March 2017 300,000 300,000 Note payable to an officer, director and shareholder, secured, 5% interest, due June 2017 140,000 125,000 Total Notes Payable $ 499,826 $ 507,240 Less Discounts (3,462) (18,374) Total Notes Payable $ 496,364 $ 488,866 Less current portion (496,364) (488,866) |
Notes Payable, Disclosure_ Sc29
Notes Payable, Disclosure: Schedule of Convertible Notes Payable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Tables/Schedules | |
Schedule of Convertible Notes Payable | June 30, 2017 December 31, 2016 Convertible note payable from a shareholder, secured, 12% interest, due May 2018, convertible at $1 per share $ 10,000 $ 10,000 Convertible note payable from a shareholder, secured, 12% interest, due May 2018, convertible at $1 per share 50,000 50,000 Convertible note payable from a shareholder, secured, 12% interest, due June 2018, convertible at $1 per share 50,000 50,000 Convertible note payable from a shareholder, secured, 12% interest, due August 2018, convertible at $1 per share 50,000 50,000 Convertible note payable from an entity owned and controlled by a shareholder, secured, 12% interest, due 120 days after delivery of payment notice from lender or August 2018, convertible at $0.25 per share 615,000 350,000 Convertible note payable from a shareholder, secured, 10% interest, due May 2020, convertible at $1 per share 100,000 -- Convertible note payable from a shareholder, secured, 10% interest, due May 2020, convertible at $1 per share 50,000 -- Convertible note payable from a shareholder, secured, 10% interest, due May 2020, convertible at $1 per share 5,000 -- Convertible notes payable - Long Term $ 930,000 $ 510,000 Less discount (250,286) (361,843) Convertible notes payable, net $ 679,714 $ 148,157 |
Stock Warrants, Disclosure_ Sch
Stock Warrants, Disclosure: Schedule of Warrants Activity (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Tables/Schedules | |
Schedule of Warrants Activity | Number of Shares Weighted Average Exercise Price Balance, December 31, 2015 -- $ -- Warrants granted and assumed -- $ -- Warrants expired -- -- Warrants canceled -- -- Warrants exercised -- -- Balance, December 31, 2016 1,237,312 $ 1.00 Warrants granted and assumed 83,000 $ -- Warrants expired -- -- Warrants canceled -- -- Warrants exercised -- -- Balance, June 30, 2017 1,320,312 $ 1.00 |
Summary of Significant Accoun31
Summary of Significant Accounting Policies: Principles of Consolidation (Details) | May 16, 2010 |
Details | |
Acquisition of outstanding stock of Bellente, Inc., acquired percent of stock | 100.00% |
Summary of Significant Accoun32
Summary of Significant Accounting Policies: Website Policy (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Details | |
Estimated useful lives of Website using the straight-line method | 3 years |
Going Concern Disclosure (Detai
Going Concern Disclosure (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Details | ||
Accumulated deficit | $ 22,167,586 | $ 21,073,013 |
Inventory, Disclosure_ Schedu34
Inventory, Disclosure: Schedule of Inventory (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory | $ 218,208 | $ 62,836 |
Finished goods | ||
Inventory | $ 218,208 | $ 62,836 |
Inventory, Disclosure (Details)
Inventory, Disclosure (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Prepaid expenses | $ 148,027 | $ 220,306 |
Prepaid inventory | ||
Prepaid expenses | $ 128,657 | $ 178,379 |
Website, Disclosure (Details)
Website, Disclosure (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Details | ||
Amortization of website costs and software | $ 1,628 | $ 4,883 |
Related Party Disclosure (Detai
Related Party Disclosure (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Notes payable - related party | $ 34,150 | $ 34,150 | |
Lines of credit - related party | 17,500 | ||
Proceeds from lines of credit - related party | 22,500 | $ 24,000 | |
Repayments of lines of credit - related party | 5,000 | $ 23,000 | |
Two notes payable due to an officer and director | |||
Notes payable - related party | 34,150 | $ 34,150 | |
Company controlled by an officer and director | |||
Lines of credit - related party | 17,500 | ||
Proceeds from lines of credit - related party | 22,500 | ||
Repayments of lines of credit - related party | $ 5,000 |
Notes Payable, Disclosure_ Sc38
Notes Payable, Disclosure: Schedule of Notes Payable (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Notes payable | $ 499,826 | $ 507,240 |
Discounts on notes payable | (3,462) | (18,374) |
Total Notes Payable | 496,364 | 488,866 |
Note payable from a shareholder, secured (due May 2017) | ||
Notes payable | 59,826 | 82,240 |
Note payable from a shareholder, secured (due March 2017) | ||
Notes payable | 300,000 | 300,000 |
Note payable, to an officer, director and shareholder, unsecured (due June 2017) | ||
Notes payable | $ 140,000 | $ 125,000 |
Notes Payable, Disclosure (Deta
Notes Payable, Disclosure (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Proceeds from convertible notes payable | $ 420,000 | $ 110,000 |
Warrants issued, shares | 83,000 | |
Exercise price per share, warrants | $ 1 | |
Convertible note payable from a shareholder, May 2, 2017, secured (due May 2020) | ||
Proceeds from convertible notes payable | $ 100,000 | |
Warrants issued, shares | 20,000 | |
Exercise price per share, warrants | $ 1 | |
Convertible note payable from a shareholder(2), May 2, 2017, secured (due May 2020) | ||
Proceeds from convertible notes payable | $ 50,000 | |
Warrants issued, shares | 10,000 | |
Exercise price per share, warrants | $ 1 | |
Convertible note payable from a shareholder, May 22, 2017, secured (due May 2020) | ||
Proceeds from convertible notes payable | $ 5,000 | |
Warrants issued, shares | 1,000 | |
Exercise price per share, warrants | $ 1 | |
Convertible notes payable, net of debt discount | ||
Interest expense including amortization of the associated debt discount | $ 127,681 | |
Notes payable, net of debt discount | ||
Interest expense including amortization of the associated debt discount | $ 49,228 | $ 32,332 |
Notes Payable, Disclosure_ Sc40
Notes Payable, Disclosure: Schedule of Convertible Notes Payable (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Convertible debt | $ 930,000 | $ 510,000 |
Debt discount | (250,286) | (361,843) |
Convertible notes payable, net | 679,714 | 148,157 |
Convertible note payable from a shareholder, secured (due May 2018) | ||
Convertible debt | 10,000 | 10,000 |
Convertible note payable from a shareholder(2), secured (due May 2018) | ||
Convertible debt | 50,000 | 50,000 |
Convertible note payable from a shareholder, secured (due June 2018) | ||
Convertible debt | 50,000 | 50,000 |
Convertible note payable from a shareholder, secured (due August 2018) | ||
Convertible debt | 50,000 | 50,000 |
Convertible note payable from a shareholder-owned entity, secured (due August 2018 or 120 days after notice) | ||
Convertible debt | 615,000 | $ 350,000 |
Convertible note payable from a shareholder, May 2, 2017, secured (due May 2020) | ||
Convertible debt | 100,000 | |
Convertible note payable from a shareholder(2), May 2, 2017, secured (due May 2020) | ||
Convertible debt | 50,000 | |
Convertible note payable from a shareholder, May 22, 2017, secured (due May 2020) | ||
Convertible debt | $ 5,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Security deposits | $ 1,500 | $ 1,500 | |
Rent expense | 40,800 | $ 40,800 | |
Executive Employment Agreement - CEO | |||
Base Salary per year | $ 75,000 | ||
Share bonus authorized | 120,000 | ||
Executive Employment Agreement - President | |||
Base Salary per year | $ 125,000 | ||
Share bonus authorized | 250,000 | ||
SubleaseAgreementWithPerigonCompaniesLlcMember | |||
Monthly lease payments due | $ 4,000 | ||
Security deposits | 1,500 | ||
SubleaseAgreementWithTemplarAssetGroupLlcMember | |||
Monthly lease payments due | $ 2,800 |
Stock Warrants, Disclosure_ S42
Stock Warrants, Disclosure: Schedule of Warrants Activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2017 | Dec. 31, 2016 | |
Details | ||
Warrants outstanding | 1,320,312 | 1,237,312 |
Warrants issued, shares | 83,000 | |
Exercise price per share, warrants | $ 1 |
Stockholders' Equity Disclosu43
Stockholders' Equity Disclosure (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Aug. 14, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | |
Preferred stock authorized | 10,000,000 | 10,000,000 | |
Par value of preferred stock | $ 0.001 | $ 0.001 | |
Common stock authorized | 100,000,000 | 100,000,000 | |
Par value of common stock | $ 0.001 | $ 0.001 | |
Preferred Stock conversion terms | Preferred Stock is convertible, at any time, at the option of the holder, is convertible into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock will be automatically converted into shares of the Company’s common stock and warrants after three years from the original issue date of the Preferred Stock. | ||
Preferred shares converted | 10,000 | ||
Common shares issued for conversion | 50,000 | ||
Common stock repurchased and retired | 300,000 | ||
Value of stock repurchased and retired | $ 84,000 | ||
Common stock for cash | |||
Stock issued for cash | 70,000 | 1,530,100 | |
Proceeds from sale of stock | $ 35,000 | $ 370,000 | |
Common stock payable | |||
Proceeds from sale of stock | 25,000 | ||
Preferred stock payable | |||
Proceeds from sale of stock | $ 10,000 | ||
Preferred stock for cash | |||
Stock issued for cash | 25,000 | ||
Proceeds from sale of stock | $ 62,500 | ||
Common stock for services | |||
Stock issued for services | 27,000 | 700,100 | |
Value of stock issued for services | $ 5,400 | $ 140,000 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 6 Months Ended |
Aug. 14, 2017 | Jun. 30, 2017 | |
Common stock for services | ||
Stock issued for services | 27,000 | 700,100 |
Value of stock issued for services | $ 5,400 | $ 140,000 |
Common stock for cash | ||
Stock issued for cash | 70,000 | 1,530,100 |
Proceeds from sale of stock | $ 35,000 | $ 370,000 |