SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

For the fiscal year ended December 31, ~~2010~~2011

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

Commission file number ~~000-54219~~000-54219

BOLLENTE COMPANIES INC.

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

~~Gainey Center II~~ ~~8501 North Scottsdale Road, Suite 165~~
~~Scottsdale, Arizona~~		~~85253-2740~~
~~(Address of principal executive offices)~~		~~(Zip~~Gainey Center II, 8501 North Scottsdale Road, Suite 165 Scottsdale, Arizona 85253-2740 (Address of principal executive offices) (Zip Code)

Common Stock, $0.001 par value

Large accelerated filer ¨	Accelerated filer ¨

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

BOLLENTE COMPANIES INC.

FOR THE FISCAL YEAR ENDED

DECEMBER 31, ~~2010~~2011

Index to Report on Form ~~10-K~~10-K/A

PART I		Page

Item 1.	Business	52
Item 1A.	Risk Factors	98
Item 1B.	Unresolved Staff Comments	1213
Item 2.	Properties	1213
Item 3.	Legal Proceedings	1213
~~Item 4.~~	~~(Removed and Reserved)~~

PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	1819
Item 8.	Financial Statements and Supplementary Data	1819
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	1819
Item 9A (T)	Controls and Procedures	1920
Item 9B.	Other Information	2021

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	21
Item 11.	Executive Compensation	2324
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2426
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2526
Item 14	Principal Accounting Fees and Services	2527

PART IV

Item 15.	Exhibits, Financial Statement Schedules	2628

This document contains “forward-looking statements”. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except for our ongoing securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. You should, however, consult further disclosures we make in future filings of our Annual Report on Form ~~10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.~~

~~Although we believe the expectations reflected in any of our~~10-K/A contains forward-looking statements ~~are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition~~ and ~~results of operations, as well as any forward-looking statements involve a number of~~involves risks and uncertainties that ~~may significantly~~could materially affect ~~the Company’s~~expected results of operations, liquidity, cash flows, and ~~results in the future and, accordingly, actual results may differ materially from those expressed in any forward – looking statements. The factors impacting these risks and uncertainties~~business prospects. These statements include, ~~but are not limited to:~~among other things, statements regarding:

·	our ability to diversify our operations;

·	inability to raise additional financing for working capital;

·	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require our management to make estimates about matters that are inherently uncertain;

·	our ability to attract key personnel;

·	our ability to operate profitably;

·	deterioration in general or regional economic conditions;

·	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

·	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;

·	the inability of management to effectively implement our strategies and business plan;

·	inability to achieve future sales levels or other operating results;

·	the unavailability of funds for capital expenditures;

·	other risks and uncertainties detailed in this report;

~~Throughout this Annual Report references to “we”, “our”, “us”, “Bollente”,~~

~~Throughout this filing all references to shares have been restated to reflect a One (1) for Fifty (50) reverse stock split enacted on October 22, 2010.~~

Business Development

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

During the year ended December 31, 2010, we started to explore the consumer products industry with a focus on products and services that feature superior cost/benefit to the end user while achieving greater efficiencies with regard to residential and commercial utility usage and operating costs. Management ~~expects~~ ~~the Company will realize a material increase in revenues and improved operating margins upon entry into the market~~ ~~with new, proprietary technologies and services.~~

In 2010 we sought to identify viable business in the area of natural resources. Our presence in Peru positioned us to capitalize on the nascent mining industry there. Peru's mining industry has garnered an increasing amount of investment from major mining and mineral companies seeking to capitalize on the vast deposits of silver, gold, copper, zinc, and rare earth metals such as lithium. Additionally, in July of 2010, management expanded the business objectives of the Company to include the identification of ecologically responsible businesses that can be leveraged by management to create value for stockholders.

As a result of the expansion of business interests in Peru, we completed the formation of our natural resources subsidiary on March 10, 2010, Alcantara Resources Corp. (“ARC”). ARC was incorporated in the state of Nevada and was formed to capitalize on the burgeoning mining industry in Peru by acquiring, managing, and monetizing mining claims and concessions in several regions in Peru.

On March 12, 2010, we agreed to purchase 5.625 kilos of gold for an unrelated third party in exchange for cash of $40,000 and 866,667 shares of common stock valued at $260,000 based on the fair value of the common stock. As of March 31, 2010, we did not complete the transaction and the agreement was terminated on April 28, 2010.

On May 12, 2010, Mr. Carlos Alcantara gave the Company notice of his resignation from his position as a member of the Board of Directors, President and as Chief Executive Officer of the Company, and Ms. Shanda Alcantara gave the Company notice of her resignation from her position as a member of the Board of Directors, Secretary and as Treasurer of the Company, which resignations were accepted by the Company on May 12, 2010.

Prior to the resignations of Mr. Carlos Alcantara and Ms. Shanda Alcantara, the Board of Directors appointed Mr. Robertson James Orr to serve as the President, Secretary, Treasurer and sole Director of the Company.

On May 12, 2010, concurrent with the resignation of Mr. and Mrs. Alcantara, the Board reviewed the viability of spinning off its wholly owned subsidiary, Alcantara Resources Corp., which was formed in March of 2010 and has generated no revenues as of the date of this filing. As a result of the replacement of the board of directors on May 12, 2010, management has delayed a decision to pursue the spin off. After the change in our management, we continued to pursue the development of our businesses in Peru; however continue to struggle with a lack of capital.

On March 7, 2011, we entered into a reverse triangular merger (“Merger”) by and among Woodmans Lumber and Millworks Peru (“Woodmans”), a Nevada corporation and our wholly-owned subsidiary, and Bollente, Inc., a Nevada corporation, Woodmans and Bollente, Inc. being the constituent entities in the ~~merger, whereby~~Merger. On May 16, 2011, we ~~intend to issue~~completed the acquisition of 100% of the issued and outstanding common stock of Bollente, Inc. in exchange for 4,707,727 shares of our ~~144 restricted~~ common ~~stock in exchange for 100% of Bollente, Inc.’s outstanding membership interest.~~stock. Pursuant to the terms of the ~~merger,~~Merger, Woodmans ~~will be~~was merged with Bollente, Inc. wherein Woodmans ~~shall cease~~ceased to exist and Bollente, Inc. ~~will become~~became our wholly owned subsidiary. ~~Subject~~

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

Bollente’s first product is a high quality, whole-house, electric tankless water heater. The residential whole-house version and commercial version have been in research and development since late 2009; with early modeling and design work completed the remaining development has begun. Several novel and patentable technologies are currently in testing and initial prototype work has already begun on ~~April 15, 2011.~~this primary line of tankless water heating products. We ~~intend to extend~~anticipate development work on the ~~effective date from April 15, 2011~~whole-house residential and commercial tankless water heaters will be substantially completed by our current engineering consultants. Once the management’s testing and certification criteria have been met, our engineering consultants will transition the product line to a ~~later date in order~~contract manufacturer, who will begin full-scale production at which point we will be able to ~~complete all the terms and conditions of the merger. A copy of the agreement was attached as exhibit 10.1 to the Form 8-K filed on March 10, 2011.~~commence shipments.

~~Business of Issuer~~

~~Introduction of our Lumber Division~~

We are ~~currently continuing the concept of developing our business plan of~~committed to manufacturing and distributing ~~Peruvian tropical lumber from Peru~~a new, high-quality, highly efficient electric tankless water heater that will exceed American consumer performance expectations for large quantities of hot water and delivery of hot water at consistent temperatures with an affordable, durable and reliable design. We have several features and design innovations which are new to ~~China and US; however, continue to be strapped by shortages of investment capital required. More than 60% of Peru is covered with Amazonian forests. These forests contain more than 3,000 of~~ the ~~20,000 arboreal species~~electric tankless water heater market that ~~exist~~we believe will give our products a sustainable competitive advantage over our rivals in the ~~world, and also have a great density of trees.~~

~~We intend to purchase the lumber from manufacturers in Peru and distribute the products to our customers.~~market.

Our ~~goal has been~~tankless water heaters will be designed to ~~conduct~~provide an endless hot water supply because they are designed to heat water as it flows through the system. We believe that our ~~business through~~products are capable of higher temperature rise than competitive units at given flow rates because of its improved design and greater efficiency. Our tankless water heaters can save energy and reduce operating costs compared to tank systems because unlike tanks, if there is no hot water demand, no energy is being used. In addition, we intend to improve life-cycle costs with an improved design conceived not only to increase efficiency, but also the longevity of our products versus competitive units. Generally, a ~~two-step distribution model. This means we resell the products we purchase from manufacturers~~typical tank water heater lasts about 11 years, whereas gas tankless systems may last longer, but require routine maintenance. Our product line is designed to ~~our customers, who then sell the products to the final end users, who are typically professional builders and independent contractors engaged in residential construction and remodeling projects.~~last longer than tank water heaters without any routine maintenance required under most conditions.

~~Our goal is~~For forty years, the Japanese have been manufacturing and using gas powered tankless water heaters for residential and commercial use. Companies that sell gas tankless brands in the U.S. are usually sourced from Japanese suppliers, such as Noritz, Rinnai, Takagi, and Paloma, none of which manufacture or sell electric tankless products. Gas tankless manufacturers have had an appreciable impact on the U.S. water heater market in recent years, gaining market share and partnering with well known companies in the space to ~~offer~~further increase market share. Manufacturers of electric tankless water heaters have not achieved significant sales relative to gas tankless manufacturers despite the increased awareness for tankless water heaters in general. We expect that Bollente’s tankless electric water heaters will fill the electric tankless market segment as the industry and consumers become aware of our improved technology. Bollente’s products ~~that allow us~~are being engineered to provide ~~value~~quality, functionality, and performance at an attractive price point. The company expects to ~~our customers, by buying products in bulk and disaggregating them for individual customers or carrying a depth and breadth of products that customers cannot reasonably stock themselves.~~

Our products will fall into three categories: (i) millwork, which includes doors, windows, moulding, stair parts and columns, (ii) general building products, which include decking, and (iii) wood products, which include engineered wood products, such as floor systems,sell primarily through traditional plumbing wholesale distribution channels, as well as ~~wood panels~~directly to national homebuilders and ~~lumber.~~large plumbing wholesalers. Additionally, we believe licensing and co-branding opportunities are available in the industry.

~~Introduction of our Mining Division~~

In the first quarter we commenced the development of our business plan to include the purchase and operation of mining claims in Peru, which is the world's leading exporter of silver and recently became the world's fifth largest exporter of gold. Peru is also one of the world's largest exporters of copper, and has vast, untapped resources of minerals and rare earth metals. Mining investment in Peru amounted to US$4.02 billion in 2010 exceeding the amount raised the previous years, according to Peru's Ministry of Energy and Mines (MEM). The country attracted far more mining investment in 2010 than in 2009 (US$2.82 billion), 2008 (US$ 1.7billion) and 2007 (US$ 1.24billion).

In March of 2010 we founded a subsidiary, Alcantara Resources Corporation ("ARC"). The purpose of ARC is to obtain rights to mine gold and other naturally occurring minerals in Peru for operation. Once the extraction of minerals begin, they can be resold to buyers in Peru, exported internationally, or some combination thereof as determined by us to be the most beneficial. With the recent rise in prices of natural resources, we believe our presence in Peru makes us well suited to capitalize on mining opportunities and to leverage existing operations and infrastructure in the country. Our primary focus in the mining sector is on the acquisition and operation of gold claims, but claims to operate mines containing other valuable natural resources are also being examined. However; even with our contacts in Peru, the lack of capital has continue to hamper our ability to commercialize the relationships.

Introduction to our Business Development Strategy

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

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

We have identified several entities that fit our criteria. ~~Specifically, these entities are in need of consulting to:~~

1.	~~Build a management team;~~

2.	~~Create a proper corporate and capitalization structure; and/or,~~

3.	~~Engage various third-party service providers with the ability to assist in launching products or services.~~

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

Intellectual Property & Proprietary Rights

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

Our plans are to actively pursue patent and trademark protection for all of newly developed products, both domestically and abroad. We ~~currently do not~~ have ~~any~~novel and proprietary technologies related to our product line and the central focus of our patent counsel has been to work with our engineers to build a defensible patent portfolio. To date, we have filed several trademark applications through our outside marketing and branding experts and have acquired several unique domain registrations reflective of our online marketing strategy. We anticipate obtaining patent and trademark protection on all of our newly developed, proprietary products. We also plan to continue protecting our intellectual property ~~we consider proprietary, as we~~through confidentiality agreements with vendors and consultants and trade secret protocols employed by employees, consultants, and contractors.

Product Overview

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

Tankless Industry Overview

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

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

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

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

Target Markets

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

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

Overview of Potential Markets and Summary of Marketing Plan

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

There are other problems inherent with traditional tank water heaters:

·	Due to the high temperatures and corrosive aspects of water, a typical water heater has a life span of 10.7 years.
·	Unless replaced beforehand, more than two thirds of water heaters eventually corrode and leak or burst, often resulting in extensive and costly water and mold related damage.
·	Due to the large size and other installation requirements often result in the units being installed in garages and utility rooms on the opposite side of the home from the bathroom fixtures. Because of this, an estimated 10,000 gallons of water per household goes down the drain while users wait on the water to get hot at the faucet.
·	Traditional tank water heaters take up to 6 to 9 square feet of floor space, which can be especially valuable in multi-family or commercial applications.
·	To reduce operating costs, many people adjust the temperature on their water heaters down. Unfortunately, lower temperatures increase the possibility of unhealthy, water born bacteria growth.
·	To increase water heating capacity, many people will adjust the temperature of their water heaters up. In addition to using more energy, this practice can be dangerous by posing a greater risk of scalding.

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

·	Produce a continuous, unlimited supply of hot water
·	Expend only the energy needed to heat the water used with no “standby” energy loss
·	Can last more than twice as long as tank heaters
·	Are small and require very little space.
·	Are not conducive to bacterial growth
·	Are considered very “green” by green conscious builders and consumers.

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

Distribution Plan

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

Sales will be pursued through the following channels:

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

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

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

Employees

As of December 31, ~~2010,~~2011, we have one part-time employee, Robertson James Orr, who is also our sole officer and director.

Available Information

Our periodic reports filed with the SEC, which include Form 10-K, Form 10-Q, Form 8-K and amendments thereto, may be accessed by the public free of charge from the SEC. Electronic copies of these reports can be accessed at the SEC’s website (http://www.sec.gov). Copies of these reports may also be obtained, free of charge, upon written request to: Bollente Companies Inc., Gainey Center II, 8501 North Scottsdale Road, Suite 165, Scottsdale, Arizona 85253, Attn: Corporate Secretary. The public may read or obtain copies of these reports from the SEC at the SEC’s Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549 (1-800-SEC-0330).

ITEM 1A. RISK FACTORS

In the normal course of business, our financial position will routinely be subjected to a variety of risks, including market risks associated with marketing, technology developments, competitive forces, and government regulatory actions. You should carefully consider the risks and uncertainties described in the sections below. Our actual results could differ materially from projected results due to some or all of the factors discussed below.

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

We were incorporated in March of 2008 as a Nevada corporation. As a result of our start-up operations we have; (i) generated no revenues, (ii) accumulated deficits of ~~$1,414,589~~$2,098,907 for the period ended December 31, ~~2010,~~2011, and (iii) we have incurred losses of ~~$1,414,589~~$2,098,907 from our inception through the period ended December 31, ~~2010.~~2011. We have been focused on organizational and start-up activities and business plan development. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand for our products, the level of our competition and our ability to attract and maintain key management and employees.

~~Because we conduct operations in Peru, we~~We are subject to ~~foreign currency fluctuations,~~significant competition from large, well-funded companies.

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

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

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

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

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

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

Our success depends, in ~~Peru make us subject~~significant part, on the proprietary nature of our technology. If a competitor is able to ~~foreign currency fluctuations and such fluctuations may materially affect~~reproduce or otherwise capitalize on our ~~financial position and results. We report our financial results~~technology, despite the safeguards we have in U.S. dollars and incur expenses in U.S. dollars, and the Peruvian Nuevo Sol (“PEN”). As the exchange rate of the U.S. dollar and Nuevo Sol fluctuates, we will experience foreign exchange gains and losses, both realized and unrealized, and such gains and lossesplace, it may be ~~significant.~~difficult, expensive or impossible for us to obtain necessary legal protection. In addition to patent protection of intellectual property rights, we consider elements of our product designs and processes to be proprietary and confidential. We ~~do not hedge~~rely upon employee, consultant and vendor non-disclosure agreements and contractual provisions and a system of internal safeguards to protect our proprietary information. However, any of our ~~foreign currency denominated balance sheet~~registered or unregistered intellectual property rights may be challenged or exploited by others in the industry, which might harm our operating ~~exposures.~~results.

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

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

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

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

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

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

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

Mr. Orr has nolimited experience in running a public company. The lack of experience in operating a public company could impact our return on investment, if any.

As a result of our reliance on Mr. Orr, and his lack of experience in operating a public company, our investors are at risk in losing their entire investment. Mr. Orr intends to hire personnel in the future, when sufficiently capitalized, who may have the experience required to manage our company; however, such management is not anticipated until the occurrence of future financing. Until such future financing occurs, and until such management is in place, we are reliant upon Mr. Orr to make the appropriate management decisions.

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

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

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

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

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

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

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

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

·	Deliver to the customer, and obtain a written receipt for, a disclosure document;

·	Disclose certain price information about the stock;

·	Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

·	Send monthly statements to customers with market and price information about the penny stock; and

·	In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

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

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

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

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

Companies trading on the OTC Bulletin Board, such as us, generally must be reporting issuers under Section 12 of the Securities Exchange Act of 1934, as amended, and must be current in their reports under Section 13, in order to maintain price quotation privileges on the OTC Bulletin Board. More specifically, FINRA has enacted Rule 6530, which determines eligibility of issuers quoted on the OTC Bulletin Board by requiring an issuer to be current in its filings with the Commission. Pursuant to Rule 6530(e), if we file our reports late with the Commission three times in a two-year period or our securities are removed from the OTC Bulletin Board for failure to timely file twice in a two-year period, then we will be ineligible for quotation on the OTC Bulletin Board. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market. As of the date of this filing, we have one late filing reported by FINRA.

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

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We currently maintain an executive office 8501 North Scottsdale Road, Suite 165, Scottsdale, Arizona. Our monthly rent for this office is ~~$1,500.~~$3,500.

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

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any material legal proceedings.

PART II

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

Market Information

Our common stock is quoted on the ~~Over-the-Counter Bulletin Board (OTCBB)~~OTC Markets QB (OTCQB), under the symbol ~~“ACBR.~~“BOLC.” ~~As a result of the name change of the Company we have recently submitted a symbol change request to the Financial Industry Regulatory Authority (FINRA).~~

~~We have been eligible to participate in the OTCBB since February 13, 2009 and from that time until the fourth quarter of 2010, our common stock was traded on a very sporadic basis.~~

The following ~~2009~~ table sets forth ~~for~~ the ~~periods indicated, the~~quarterly high and low bid prices offor our common stock during our last two fiscal years, as reported by a Quarterly Trade and Quote Summary Report of the ~~OTCBB (adjusted to reflect the 1:50 reverse stock split). These~~OTC Bulletin Board. The quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions.

		2009			2011				2010
		BID PRICES			BID PRICES				BID PRICES
		High		Low	High		Low		High		Low
1st Quarter	$	0	$	0	$	1.01	$	0.22	$	29.50	$	7.75
2nd Quarter	$	-	$	-	$	0.90	$	0.30	$	12.50	$	1.25
3rd Quarter	$	5.00	$	0	$	1.92	$	0.69	$	4.50	$	1.50
4th Quarter	$	18.5	$	5.00	$	4.00	$	0.50	$	3.00	$	0.01

The following 2010 table sets forth, for the periods indicated, the high and low bid prices of our common stock as computed by the Company as a result of not being able to get a Quarterly Trade and Quote Summary Report from the OTCBB because the Company’s market maker dropped the Company.

2010
BID PRICES
High Low
1st Quarter
$ 29.50 $ 7.75
2nd Quarter
$ 12.50 $ 1.25
3rd Quarter
$ 4.50 $ 1.50
4th Quarter
$ 3.00 $ 0.01

Holders of Common Stock

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

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

·	our financial condition;

·	capital requirements;

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

·	other factors, including any applicable laws.

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

Recent Sales of Unregistered Securities

On ~~February 25,~~December 13, 2011, we issued ~~3 Units in exchange~~100,000 shares of our restricted common stock to a consultant for Thirty Thousand dollars ($30,000) to an Accredited Investor in a transaction that was not registered under the Act. Each Unit consists of an Eleven Thousand Dollar ($11,000) debenture maturing in fifteen (15) months from the closingservices rendered valued at $105,000 or $1.05 per share.

We made each of the ~~offering, plus Ten Thousand (10,000)~~aforementioned common stock issuances in reliance upon the exemption from registration under Section 4(2) of the Securities Act for private offerings not involving a public distribution.

In December 2011, we sold 100,000 shares of ~~Common Stock of the Company, at~~our restricted common stock to two accredited investors for a total purchase price of ~~Ten Thousand Dollars ($10,000) per Unit.~~$25,000 all of which was paid in cash.

On March 3, 2011, we entered into an agreement with Stoecklein Law Group (“SLG”) to cancel an outstanding bill of $115,768.14 for legal services in exchange for 250,000 shares of unrestricted Common Stock (the “Shares”). SLG is a related party in this transaction by virtue of being a beneficial owner.

We believe that the issuance and sale of the above shares was exempt from the registration and prospectus delivery requirements of the Securities Act of 1933 by virtue of Section ~~4(2) and Regulation D Rule 506.~~502 of the Iowa Code as a Limited Offering Transaction. Not more than thirty-five purchasers were present in this state during any twelve consecutive months. The shares were sold directly by us and did not involve a ~~public offering~~general solicitation or involve general solicitation. The recipients of the shares were afforded an opportunity for effective access to files and records of the Company that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the shares, had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investments. The recipients had the opportunity to speak with our management on several occasions prior to their investment decision.advertising. There were no commissions paid on the issuance and sale of the shares. Lastly, we believe that all the purchasers were purchasing for investment.

Subsequent Sales & Issuances of Unregistered Securities

In March 2012, we sold 50,000 shares of our restricted common stock to two accredited investors for a total purchase price of $25,000 all of which was paid in cash.

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

Issuance of Registered Stock

On March 19, 2012, we issued 150,000 shares of our common stock to Mr. Orr pursuant to his employment agreement. The shares issued were registered in a Registration Statement on Form S-8 filed on June 28, 2011.

Issuer Purchases of Equity Securities

The Company did not repurchase any of its equity securities during the fourth quarter ended December 31, ~~2010.~~2011.

ITEM 6. SELECTED FINANCIAL DATA

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

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

OVERVIEW AND OUTLOOK

Bollente Companies Inc.~~, formerly~~ was formed as a Nevada corporation in March 2008. On September 23, 2010, the Company changed its name from Alcantara Brands Corporation ~~is a development stage company, engaged in~~to Bollente Companies Inc. Effective May 16, 2011, we completed the ~~business~~acquisition of ~~producing~~Bollente, Inc. through the acquisition of 100% of the issued and ~~importing resources from Peru, which include wood products and other natural resources.~~outstanding common stock of Bollente, Inc.

Since our inception on March 7, 2008 through December 31, 2010, we have not generated any revenues and have incurred a net loss of $1,414,589. We believe that our lack of significant expenses and our ability to commence purchasing and importing products from Peru will generate revenues sufficient to support the limited costs associated with our initial ongoing operations for the next twelve months. There can be no assurance that the actual expenses incurred will not materially exceed our estimates or that cash flows from product imports will be adequate to maintain our business. Our Operations

As a result of completing the acquisition of Bollente, Inc. on May 16, 2011, our ~~independent auditors have expressed substantial doubt about~~entire operations is currently based upon the operations of our ~~ability to continue as~~wholly-owned subsidiary Bollente, Inc., which is involved in researching and manufacturing a ~~going concern in the independent auditors’ report to the financial statements.~~green technology centered on a tankless water heater system for residential and commercial purposes. Our first branded product is a high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products.

~~We are focusing on developing our business in manufacturing and distributing lumber and other natural resources from Peru to China and US.~~

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

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

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

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

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

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

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

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

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

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

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

RESULTS OF OPERATIONS

Revenue. During the years ended December 31, 2011 and 2010, we did not generate revenues.

General and Administrative. General and administrative expenses decreased $13,663, or 38%, to $22,662 for the fiscal year ended December 31, 2011 from $36,325 for the fiscal year ended December 31, 2010. The decrease was as a result of the change in management and different visions for the Company.

Product Development – Related Party. Our product development – related party expenses decreased $39,576 or 100% in the fiscal year ended December 31, 2011 from $0 for the fiscal year ended December 31, 2010. The decrease was the result of change in management and direction for the Company.

Professional Fees. Professional fees decreased $680,478, or 72%, to $263,167 in the fiscal year ended December 31, 2011 from $943,645 for the fiscal year ended December 31, 2010. The decrease in professional fees was the result of a decline in stock based compensation.

Interest Expense – Related Party. Interest expense – related party increased $35,924 or 4,115% in the fiscal year ended December 31, 2011 from $873 for the fiscal year ended December 31, 2010. The increase was the result of the additional borrowings during the year. The most significant increase is due to the loan for $500,000.

Interest Expense. Interest expense increased $28,502 or 100% in the fiscal year ended December 31, 2011 from $0 for the fiscal year ended December 31, 2010. The increase was the result of additional borrowings during the year and expenses related to the conversion of accounts payable.

Net Loss. In the fiscal year ended December 31, 2011, we generated a net loss of $653,584, a decrease of $367,638, or 36%, from $1,021,222 for the period ended December 31, 2010. The decrease was the result of change in management and change in the business operations of the Company.

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

~~Results of Operations~~

~~Since our inception on March 7, 2008 through December 31, 2010, we have not generated any revenues.~~

Professional fees increased $871,833 from the year ended December 31, 2009 to the year ended December 31, 2010. The increase was primarily due to an increase in stock based compensation of $515,000 and the issuance of 20,000 warrants valued at $308,176. Additionally, accounting fees increased due to the re-audit of 2008 and a change in auditors resulted in a slightly higher cost for our quarterly reviews and annual audits.

General and administrative fees increased $17,807 from the year ended December 31, 2009 to the year ended December 31, 2010. This increase was primarily attributed to an increase in bad debt expense.

Liquidity and Capital Resources

As of December 31, ~~2010,~~2011, we had ~~$48~~$864 in cash, $163 in prepaid expenses and ~~did not have any other cash equivalents.~~$369,375 in prepaid stock compensation. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Annual Report. To date, we have financed our operations through the issuance of stock and borrowings.

Operating activities

Net cash used in operating activities was ~~$71,387~~$185,364 for the year ended December 31, ~~2010,~~2011, as compared to ~~$317,192~~$91,846 used in operating activities for the same period in ~~2009.~~2010. The ~~decrease~~increase in net cash used in operating activities was primarily due to ~~an increase~~the decrease in ~~warrants issued~~stock based compensation.

Investing activities

Net cash used in investing activities was $550 for ~~services and amortization of prepaid stock compensation.~~the period ended December 31, 2011, as compared to $4,372 used in investing activities for the same period in 2010. The net cash used in investing activities for the current period was primarily due to filings related to trademarks.

Financing activities

Net cash provided by financing activities for the year ended December 31, ~~2010~~2011 was ~~$70,447,~~$186,730, as compared to ~~$307,647~~$95,028 for the same period of ~~2009.~~2010. The ~~decrease~~increase of net cash provided by financing activities was mainly attributable to ~~a reduction in equity investment~~proceeds from ~~third parties during the period.~~

~~We believe that cash flow from operations will meet only a part of our present~~borrowing and ~~near-term cash needs and thus we will require additional cash resources, including~~ the sale of ~~equity or debt~~unregistered securities to meet our planned capital expenditures and working capital requirements for the next 12 months. We will require additional cash resources due to changed business conditions, implementation of our strategy to expand our sales and marketing initiatives as well as our current research and development programs, increase brand awareness, or acquisitions we may decide to pursue. If our own financial resources and then current cash-flows from operations are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional credit facilities. The sale of additional equity securities will result in dilution to our stockholders. The incurrence of indebtedness will result in increased debt service obligations and could require us to agree to operating and financial covenants that could restrict our operations or modify our plans to grow the business. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, will limit our ability to expand our business operations and could harm our overall business prospects.through private placements.

In 2010, we received $16,820 from a stockholder of the Company as part of a draw on a line of credit we have with the stockholder. Pursuant to the line of credit we have a balloon payment of principal and interest due on December 1, 2011 and bears interest at 5% per annum.

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

Off-Balance Sheet Arrangements

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

~~Critical Accounting Policies and Estimates~~

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

~~Recent pronouncements~~

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements and Financial Statement Schedules appearing on page F-1 through ~~F-17~~ of this Form ~~10-K.~~10-K/A.

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

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

ITEM 9A (T). CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer, Robertson James Orr, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on his evaluation, Mr. Orr concluded that our disclosure controls and procedures ~~did~~are designed at a reasonable assurance level and are not ~~operate effectively as of the end of the period covered by this report in timely alerting him~~effective to ~~material~~provide reasonable assurance that information ~~relating to us~~we are required to ~~be included in our periodic SEC filings and in ensuring that information required to be disclosed by us~~disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our ~~principal~~chief executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

The material weakness relates to the monitoring and review of work performed by our sole in-house accounting employee in the compilation of necessary disclosures for the preparation by our financial consultant of the financial statements, footnotes and financial data included in the report we file or submit under the Exchange Act. Our financial consultant oversees that our financial reporting is prepared and presented in an effective manner by our sole in-house accounting employee. This lack of accounting staff results in a lack of segregation of duties and accounting technical expertise necessary for an effective system of internal control.

Management’s Report on Internal Control Over Financial Reporting

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

Management has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, ~~2010.~~

Changes in Internal Control Over Financial Reporting

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

ITEM 9B. OTHER INFORMATION

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The members of our board of directors serve for one year terms and are elected at the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the board of directors. ~~Prior to the resignations of Mr. Carlos Alcantara and Ms. Shanda Alcantara, the Board of Directors appointed Mr. Robertson James Orr to serve as the Registrant’s President, Secretary and Treasurer.~~

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

Name	Age	Title
~~Robertson James Orr~~	36	~~President, Secretary, Treasurer, Director~~Since

Robertson James Orr	37	President, Secretary, Treasurer, Director	May 12, 2010

Duties, Responsibilities and Experience

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

Indemnification of Directors and Officers

Limitation of Liability of Directors

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

Election of Directors and Officers

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

~~Involvement in Certain Legal Proceedings~~

No Executive Officer or Director of the Company has been the subject of any Order, Judgment, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him/her from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

~~No Executive Officer or Director of the Corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.~~

~~Audit Committee and Financial Expert~~

We do not have an Audit Committee. Our directors perform some of the same functions of an Audit Committee, such as: recommending a firm of independent certified public accountants to audit the annual financial statements; reviewing the independent auditors independence, the financial statements and their audit report; and reviewing management's administration of the system of internal accounting controls. We do not currently have a written audit committee charter or similar document.

We have no financial expert. We believe the cost related to retaining a financial expert at this time is prohibitive. Further, because of our start-up operations, we believe the services of a financial expert are not warranted.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater-than-ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of the date of this filing they were ~~not~~ current in their filings.

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

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

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

(3)	Compliance with applicable governmental laws, rules and regulations;

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

(5)	Accountability for adherence to the code.

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

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

Corporate Governance

Involvement in Certain Legal Proceedings

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

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

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

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

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

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

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

2223

~~Director Nomination Procedures~~

Generally, nominees for Directors are identified and suggested by the members of the Board or management using their business networks. The Board has not retained any executive search firms or other third parties to identify or evaluate director candidates in the past and does not intend to in the near future. In selecting a nominee for director, the Board or management considers the following criteria:

whether the nominee has the personal attributes for successful service on the Board, such as demonstrated character and integrity; experience at a strategy/policy setting level; managerial experience dealing with complex problems; an ability to work effectively with others; and sufficient time to devote to the affairs of the Company;

2.	whether the nominee has been the chief executive officer or senior executive of a public company or a leader of a similar organization, including industry groups, universities or governmental organizations;

3.	whether the nominee, by virtue of particular experience, technical expertise or specialized skills or contacts relevant to the Company’s current or future business, will add specific value as a Board member; and

4.	~~whether there are any other factors related to the ability and willingness of a new nominee to serve, or an existing Board member to continue his service.~~

The Board or management has not established any specific minimum qualifications that a candidate for director must meet in order to be recommended for Board membership. Rather, the Board or management will evaluate the mix of skills and experience that the candidate offers, consider how a given candidate meets the Board’s current expectations with respect to each such criterion and make a determination regarding whether a candidate should be recommended to the stockholders for election as a Director. During 2010, the Company received no recommendation for Directors from its stockholders.

The Company will consider for inclusion in its nominations of new Board of Directors nominees proposed by stockholders who have held at least 1% of the outstanding voting securities of the Company for at least one year. Board candidates referred by such stockholders will be considered on the same basis as Board candidates referred from other sources. Any stockholder who wishes to recommend for the Company’s consideration a prospective nominee to serve on the Board of Directors may do so by giving the candidate’s name and qualifications in writing to the Company’s Secretary at the following address: Gainey Center II, 8501 North Scottsdale Road, Suite 165, Scottsdale, Arizona 85253.

ITEM 11. EXECUTIVE COMPENSATION

Overview of Compensation Program

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

Compensation Philosophy and Objectives

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

Role of Executive Officers in Compensation Decisions

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

Summary Compensation

During the year ended December 31, 2010, our former President and Chief Executive Officer Mr. Carlos Alcantara and our former Treasurer and Secretary Ms. Shanda Alcantara received no compensation for their roles associated as the Company’s officers. Mr. and Ms. Alcantara resigned from their positions with the Company effective on May 12, 2010.

Prior to the resignations of Mr. Carlos Alcantara and Ms. Shanda Alcantara on May 12, 2010, the board of directors appointed Mr. Robertson James Orr to serve as the Company’s President, Secretary and Treasurer.

~~Our~~During the period May 12, 2010 through the year ended December 31, 2010, Mr. Orr, our sole executive officer, ~~has~~did not ~~received~~receive any compensation, including plan or non-plan compensation, nor ~~have our executive officers earned~~did Mr. Orr earn any compensation as of ~~the date of this filing.~~December 31, 2010.

2324

On March ~~3, 2010,~~1, 2011, we entered into ana one year employment agreement with Mr. Orr. Mr. Orr will receive annual compensation of $42,000, due monthly. For the fiscal year ended December 31, 2011, Mr. Orr earned $35,000, of which $26,521 was accrued. Additionally, Mr. Orr received 50,000 shares of common stock valued at $40,000 during the year ended December 31, 2011. As of December 31, 2011, Mr. Orr was owed a total of 100,000 shares of common stock valued at $164,000. The 100,000 shares were subsequently issued in March 2012.

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

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by our ~~President, Carlos Alcantara, which was subsequently terminated in April 2010 as a result~~current Executive Officers for the fiscal year ended December 31, 2011.

SUMMARY COMPENSATION TABLE
Name and Principal Positions	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen-sation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compen-sation ($)	Total ($)
Robertson James Orr(1),
President, Secretary,	2011	35,000(2)	-0-	204,000(3)	-0-	-0-	-0-	-0-	239,000
Treasurer & Director	2010	-0-	-0-	-0-	-0-	-0-	-0-	-0-	-0-

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

(2)	During the year ended December 31, 2011, our sole Officer and Director earned compensation totaling $35,000 for his role associated as the Company’s officers, of which $26,521 was accrued.

(3)	Amount represents the fair market value of 150,000 shares of common stock issued for services as an employee.

Termination of ~~a decision made by the Board that it would~~Employment

There are no compensatory plans or arrangements, including payments to be ~~of more benefit to~~received from the Company, ~~for the executive officers~~with respect to ~~continue~~any person which would in any way result in payments to ~~provide services without compensation until~~any such ~~time as we have earnings from our revenue. Also, On May 12, 2010, Mr. Carlos Alcantara gave the Registrant notice~~person because of his resignation, ~~from his position as a member~~retirement, or other termination of such person’s employment with the Company or its subsidiaries, or any change in control of the ~~Board of Directors, President and as Chief Executive Officer~~Company, or a change in the person’s responsibilities following a change in control of the ~~Registrant, which resignation was accepted by~~Company, except with respect to a breach of contract on the ~~Registrant on May 12, 2010.~~part of the Company.

Option Grants in Last Fiscal Year

During the years ended December 31, 2011 and 2010, we did not grant any options to our officers and directors.

~~Future Compensation~~

~~Our executive officer has agreed to provide services to us without compensation until such time as we have earnings from our revenue.~~

~~Board Committees~~

~~We currently do not have any committees of the board of directors.~~

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

The following table sets forth information, to the best of our knowledge, about the beneficial ownership of our common stock on April ~~13, 2011~~9, 2012 relating to the beneficial ownership of our common stock by those persons known to beneficially own more than 5% of our capital stock and by our directors and executive officers. The percentage of beneficial ownership for the following table is based on ~~624,733~~6,697,460 shares of common stock outstanding.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days after April ~~13, 2011~~9, 2012 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock.

Title of Class

Name of Beneficial Owner(1)

Number
Of Shares
Percent
Beneficially
Owned(2)
Common Robertson James Orr – Sole Officer and Director 10,000 1.6%
Common
Daniel Van Ness(3)
50,000 8.0%
Common
Stoecklein Law Group(4)
270,000 43.2%
Common All Directors, Officers and Principal Stockholders as a Group 330,000 52.8%
Security Ownership of Management, Directors and Certain Beneficial Owners

Title of Class	Name of Beneficial Owner(1)	Number Of Shares	Percent Beneficially Owned
Common	Robertson James Orr – Sole Officer and Director(2)	341,327	5.01%
Common	Craig Gutchow and Cynthia Kenner(3)	350,000	5.2%
Common	Envision Growth Partners, LLC(4)	500,000	7.5%
Common	All Directors, Officers and Principal Stockholders as a Group	1,191,327	17.71%

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

(2)	~~Rounded to the nearest whole percentage.~~

~~(3)~~

~~Daniel Van Ness~~Robertson James Orr is a natural person directly holding 100% voting power over the shares. Mr. ~~Van Ness’s~~Orr’s address is located at ~~1140 Lilac Charm Ave, Las Vegas, NV 89183.~~312 West Macaw Drive, Chandler, AZ 85255.

(3)	Craig Gutchow and Cynthia Kenner are natural persons directly holding 100% voting power over the shares. Mr. Gutchow and Ms. Kenner address is located at 7150 East Bronco Drive, Paradise Valley, AZ 85253

(4)	~~Stoecklein Law Group~~Envision Growth Partners, LLC is owned 100% by ~~Donald J. Stoecklein, also securities counsel for the Company.~~Joshua Allred. The address is located at ~~402 W Broadway, Suite 690, San Diego, CA 92101.~~PO Box 722, Mesa, AZ 85211.

Changes in Control

There are no arrangements, known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.

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

Transactions with Related Persons

As of December 31, ~~2010~~2011 and ~~2009,~~December 31, 2010 the Company had accounts payable totaling ~~$343~~$0 and $343, respectively, due to an entity that is owned and controlled by a former officer, director and ~~shareholder~~stockholder of the Company.

~~During the years ended~~

As of December 31, ~~2010 and 2009,~~2011, the Company had ~~product development expenses~~a note payable totaling ~~$39,576 and $265,963, respectively, which were~~$500,000 due to ~~entities that are owned and controlled by~~ a ~~former officer, director and shareholder~~stockholder of the Company. The note payable is unsecured and due February 2014.

On March 3, 2011, the Company entered into an agreement with Stoecklein Law Group (“SLG”) to cancel an outstanding bill of $115,768.14 for legal services in exchange for 250,000 shares of unrestricted Common Stock (the “Shares”). SLG is a related party in this transaction by virtue of being a beneficial owner.Promoters and Certain Control Persons

We did not have any promoters at any time since our inception in March 2008.

Director Independence

We currently do not have any independent directors, as the term “independent” is defined in Section 803A of the NYSE Amex LLC Company Guide. Since the OTCQB does not have rules regarding director independence, the Board makes its determination as to director independence based on the definition of “independence” as defined under the rules of the New York Stock Exchange (“NYSE”) and American Stock Exchange (“Amex”).

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

(1)	AUDIT FEES

In May 2009, the Company engaged Moore & Associates, Chartered to serve as the Company’s independent registered public accountants. The aggregate fees billed for professional services rendered by Moore & Associates, Chartered for the review of the financial statements included in our Form 10-Q for the period ended March 31, 2009 was $1,000.Audit and Non-Audit Fees

~~In August 2009,~~The following table sets forth the ~~Company engaged Seale and Beers, CPAs to serve as the Company’s independent registered public accountants. The aggregate~~ fees ~~billed for professional services rendered~~paid or accrued by ~~Seale and Beers, CPAs for the review of the financial statements included in our Form 10-Q for the period ended June 30, 2009 was $1,000.~~

In October 2009, the Company engaged De Joya Griffith & Company, LLC to serve as the Company’s independent registered public accountants. The aggregate fees billed for professional services rendered by De Joya Griffith & Company, LLC for the review of the financial statements included in our Form 10-Q for the period ended September 30, 2009 was $1,500 andus for the audit ~~of our annual financial statements for the fiscal year 2009 was $2,000. The aggregate fees billed for professional~~and other services ~~rendered~~provided by De Joya Griffith & Company, LLC for the audit of our annual financial statements for the years ended December 31, 2011 and review of the financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for fiscal year 2010 was $9,500.December 31, 2010:

		Fiscal Year Ended December 30, 2011	Fiscal Year Ended December 30, 2010

Audit Fees(1)	$	$19,000	$9,500
Audit-Related Fees	$	-	-
Tax Fees	$	-	-
All Other Fees	$	-	-
Total	$	$19,000	$9,500

(1)	Audit Fees: This category represents fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements.

(2) AUDIT-RELATED FEES

None.

(3) TAX FEES

~~None.~~See table above.

(4) ALL OTHER FEES

None.

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES

We do not have an audit committee.

(6) If greater than 50 percent, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

Not applicable.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)	We have filed the following documents as part of this Annual Report on Form 10-K/A:

1.	The financial statements listed in the "Index to Consolidated Financial Statements" on page 2831 are filed as part of this report.

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

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

Exhibit Index

~~(b) Exhibits~~

					Incorporated by reference
Exhibit Number			Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
2.1			Acquisition Agreement and Plan of Merger – dated March 3, 2011		8-K		2.1	3/10/11
2.2			Addendum No. 1 to Acquisition Agreement and Plan of Merger – Dated April 27, 2011		8-K		2.2	5/6/11
3(i)(a)			Articles of Incorporation of Bollente Companies, Inc. (Formerly Alcantara Brands Corporation)		SB-2		3(i)(a)	3/19/08
3(ii)(a)			Bylaws of Bollente Companies, Inc. (Formerly Alcantara Brands Corporation)		SB-2		3(ii)(a)	3/19/08
3(i)(b)			Certificate of Amendment – Name Change – Dated March 2, 2011		10-Q	9/30/11	3(i)(b)	11/24/10
3(i)(c)			Certificate of Change – 50:1 Reverse Split – Dated September 23, 2010				3(i)(c)	11/24/10
10.1			Debt Conversion Agreement – Dated March 3, 2011		8-K		10.1	3/10/11
10.2			Employment Agreement – Dated February 18, 2011		10-Q	6/30/11	10.2	5/23/11
10.3			Employment Agreement – Dated March 1, 2012	X
31			Certification pursuant to Section 302 of the Sarbanes-Oxley Act	X
32			Certification pursuant to Section 906 of the Sarbanes-Oxley Act	X
101.INS**			XBRL Instance Document	X
101.SCG**			XBRL Taxonomy Extension Schema	X
101.CAL**			XBRL Taxonomy Extension Calculation Linkbase	X
101.DEF			XBRL Taxonomy Extension Definition Linkbase	X
101.LAB**			XBRL Taxonomy Extension Label Linkbase	X
101.PRE**			XBRL Taxonomy Extension Presentation Linkbase	X
	**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

Incorporated by reference
Exhibit
Number
Exhibit Description
Filed
herewith
Form
Period
ending
Exhibit Filing date
2.1 Acquisition Agreement and Plan of Merger – dated March 3, 2011 8-K 2.1 3/10/11
3(i)(a) Articles of Incorporation of Bollente Companies, Inc. (Formerly Alcantara Brands Corporation) SB-2 3(i)(a) 3/19/08
3(ii)(a) Bylaws of Bollente Companies, Inc. (Formerly Alcantara Brands Corporation) SB-2 3(ii)(a) 3/19/08
10.1 Debt Conversion Agreement – Dated March 3, 2011 8-K 10.1 3/10/11
31 Certification pursuant to Section 302 of the Sarbanes-Oxley Act X
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act X

2628

BOLLENTE COMPANIES INC.

Signature	Title	Date

/S/ ~~Robertson~~Roberton James Orr	Chairman of the Board of Directors,	~~April 15, 2011~~May 2, 2012
Robertson James Orr	Chief Executive Officer (Principal Executive Officer)
	and Principal Financial Officer

BOLLENTE COMPANIES, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, ~~2010~~2011 AND ~~2009~~2010

	PAGES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1

CONSOLIDATED BALANCE SHEETS	F-2

CONSOLIDATED STATEMENTS OF OPERATIONS	F-3

CONSOLIDATED STATEMENT OF STOCKHOLDERS' ~~(DEFICIT)~~DEFICIT	F-4 ~~– F-6~~

CONSOLIDATED STATEMENTS OF CASH FLOWS	~~F-7~~F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	~~F-8~~F-5 – ~~F-17~~F-29

De Joya Griffith & Company, LLC

CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Russell Bedford International

2580 Anthem Village Dr., Henderson, NV 89052

Telephone (702) 563-1600 •● Facsimile (702) 920-8049

F-1

~~F-1~~

BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS

December 31, December 31,
2010 2009

ASSETS

Current assets:
Cash $ 48 $ 988
Prepaid expenses - 3,500
Other receivables, net - 14,000
Total current assets 48 18,488

Other assets:
Security deposits - 1,550
Total other assets - 1,550

Total assets $ 48 $ 20,038

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Accounts payable 145,426 59,149
Accounts payable - related party 343 343
Notes payable - related party 16,132 9,560
Accrued interest payable - related party 598 -
Line of Credit - related party 16,820 -
Total current liabilities 179,319 69,052

Total liabilities 179,319 69,052

Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of December 31, 2010 and December 31, 2009 - -
Common stock, $0.001 par value, 100,000,000 shares
authorized, 374,729 and 296,762 shares issued and outstanding
as of December 31, 2010 and December 31, 2009, respectively 375 297
Additional paid-in capital 1,184,943 285,290
Subscriptions (receivable) - (500 )
Subscriptions payable 50,000 80,000
Deficit accumulated during development stage (1,414,589 ) (414,101 )
Total stockholders' deficit (179,271 ) (49,014 )

Total liabilities and stockholders' deficit $ 48 $ 20,038

~~See Accompanying Notes to Financial Statements.~~

~~F-2~~

BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS

Inception
(March 7, 2008)
For the years ended to
December 31, December 31,
2010 2009 2010

Revenue $ - $ - $ -

Operating expenses:
General and administrative 32,669 14,862 51,849
Product development - related party 39,576 265,963 336,014
Professional fees 927,645 55,812 1,001,128

Total operating expenses 999,890 336,637 1,388,991

Other expenses:
Interest expense - related party (598 ) - (598 )

Total other expenses (598 ) - (598 )

Net loss $ (1,000,488 ) $ (336,637 ) $ (1,414,589 )

Net loss per common share - basic $ (2.92 ) $ (1.19 )

Weighted average number of common shares 342,664 283,071
outstanding - basic

~~See Accompanying Notes to Financial Statements.~~

~~F-3~~

BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT

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

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

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

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

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

March 4, 2009
Donated capital - - - - 1,000 - - - 1,000

October 27, 2009
Issuance of common stock for cash - - 16,762 17 214,515 - - - 214,532

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

~~F-4~~

BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT –CONTINUED-

Deficit
Accumulated
Additional During Total
Preferred Shares Common Shares Paid-In Subscriptions Subscriptions Development Stockholders'
Shares Amount Shares Amount Capital Receivable Payable Stage Deficit
December 17, 2009
Cash received for sale of common stock - - - - - - 30,000 - 30,000

December 31, 2009
Expenses paid for by an officer of the Company - - - - 2,555 - - - 2,555
��
Net loss (336,637 ) (336,637 )

Balance, December 31, 2009 - $ - 296,762 $ 297 $ 285,290 $ (500 ) $ 80,000 $ (414,101 ) $ (49,014 )

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

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

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

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

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

~~F-5~~

BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT –CONTINUED-

Deficit
Accumulated
Additional During Total
Preferred Shares Common Shares Paid-In Subscriptions Subscriptions Development Stockholders'
Shares Amount Shares Amount Capital Receivable Payable Stage Deficit
June 9, 2010
Issuance of common stock for services - - 35,000 35 174,965 - - - 175,000

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

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

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

Net loss - - - - - - - (1,000,488 ) (1,000,488 )

Balance, December 31, 2010 - $ - 374,729 $ 375 $ 1,184,943 $ - $ 50,000 $ (1,414,589 ) $ (179,271 )

BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(AUDITED)


	December 31,			December 31,
	2011			2010
				(restated)
ASSETS

Current assets:
Cash	$	864		$	48
Prepaid expenses		163			-
Prepaid stock compensation		369,375			-
Total current assets		370,402			48

Other assets:
Deferred financing cost, net		1,980			-
Security deposits		1,500			-
Trademarks		550			-
Total other assets		4,030			-

Total assets	$	374,432		$	48


LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
Bank overdraft	$	-		$	81
Accounts payable		66,103			145,426
Accounts payable – related party		-			343
Accrued salaries – related party		26,521			-
Accrued payroll taxes – related party		3,060			-
Notes payable – related party		250			12,510
Accrued interest payable – related party		3,284			598
Line of credit – related party		51,881			16,820
Note payable, net of unamortized debt discount of $900		41,110			-
Total current liabilities		192,209			175,778

Long-term liabilities:
Note payable - related party		500,000			-
Total long-term liabilities		500,000			-

Total liabilities		692,209			175,778

Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of December 31, 2011 and December 31, 2010, respectively		-			-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 6,497,460 and 374,729 shares issued and outstanding
as of December 31, 2011 and December 31, 2010, respectively		6,498			375
Additional paid-in capital		1,610,632			1,219,218
Subscriptions payable		164,000			50,000
Deficit accumulated during development stage		(2,098,907	)		(1,445,323	)
Total stockholders' deficit		(317,777	)		(175,730	)

Total liabilities and stockholders' deficit	$	374,432		$	48

See Accompanying Notes to Financial Statements.

F-2

~~F-6~~

BOLLENTE COMPANIES, INC. AND SUBSIDIARY
(FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
Inception
(March 7, 2008)
For the years ended to
December 31, December 31,
2010 2009 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,000,488 ) $ (336,637 ) $ (1,414,589 )
Adjustments to reconcile net loss
to net cash used in operating activities:
Shares issued for services 465,000 - 475,000
Warrants issued for services 308,176 - 308,176
Write off of inventory deposit 21,000 - 21,000
Shares payable for services 50,000 - 50,000
Changes in operating assets and liabilities:
Decrease in prepaid expenses (3,500 ) (3,500 ) (7,000 )
Decrease in other receivables - (14,000 ) (14,000 )
Decrease in security deposits 1,550 (1,550 ) -
Increase (decrease) in accounts payable 86,277 23,917 131,191
Increase in accounts payable - related party - 343 343
Increase in deferred revenue - 14,235 14,235
Increase in accrued interest payable - related party 598 - 598

Net cash used in operating activities (71,387 ) (317,192 ) (435,046 )

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for due from related party (40,000 ) - (40,000 )
Repayments from due from related party 40,000 - 40,000

Net cash used in investing activities - - -

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related party 6,572 9,560 16,132
Proceeds from line of credit - related party 16,820 - 16,820
Proceeds from sale of common stock, net of offering costs 43,500 294,532 395,032
Donated capital 3,555 3,555 7,110

Net cash provided by financing activities 70,447 307,647 435,094

NET CHANGE IN CASH (940 ) (9,545 ) 48

CASH AT BEGINNING OF YEAR 988 10,533 -

CASH AT END OF YEAR $ 48 $ 988 $ 48

SUPPLEMENTAL INFORMATION:
Interest paid $ - $ - $ -
Income taxes paid $ - $ - $ -

Non-cash activities:
Shares issued for services $ - $ - $ 10,000
Warrants issued for services $ 308,176 $ - $ 308,176
Amortization of prepaid stock compensation $ 465,000 $ - $ 465,000

BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF OPERATIONS
(AUDITED)


							Inception
							(March 7, 2008)
	For the years ended						to
	December 31,						December 31,
	2011			2010			2011
				(restated)
Revenue	$	-		$	-		$	-

Operating expenses:
General and administrative		22,662			36,325			78,970
Executive compensation		242,926			803			242,926
Product development - related party		-			39,576			336,014
Research and development		59,530			-			59,530
Professional fees		263,167			943,645			1,315,295

Total operating expenses		588,285			1,020,349			2,032,735

Other expenses:
Interest expense - related party		(36,797	)		(873	)		(37,670	)
Interest expense		(28,502	)		-			(28,502	)

Total other expenses		(65,299	)		(873	)		(66,172	)

Net loss	$	(653,584	)	$	(1,021,222	)	$	(2,098,907	)

Net loss per common share - basic	$	(0.17	)	$	(2.98	)

Weighted average number of common shares		3,917,125			342,664
outstanding - basic

See Accompanying Notes to Financial Statements.

F-3

~~F-7~~

ALCANTARA BRANDS CORPORATION
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT
(AUDITED)


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

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

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

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

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

March 4, 2009
Donated capital		-		-		-		-		1,000			-			-			-			1,000

October 27, 2009
Issuance of common stock for cash		-		-		16,762		17		214,515			-			-			-			214,532

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

March 7, 2011
Issuance to settle accounts payable		-		-		250,000		250		137,250			-			-			-			137,500

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

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

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

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

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

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

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

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

December 12, 2011
Issuance for cash		-		-		100,000		100		24,900			-			-			-			25,000

December 13, 2011
Issuance for consulting services		-		-		100,000		100		104,900			-			-			-			105,000

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

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

See Accompanying Notes to Financial Statements.

F-4

BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(AUDITED)


							Inception
							(March 7, 2008)
	For the years ended						to
	December 31,						December 31,
	2011			2010			2011
CASH FLOWS FROM OPERATING ACTIVITIES				(restated)
Net loss	$	(653,584	)	$	(1,021,222	)	$	(2,098,907	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Shares issued for services		-			50,000			50,000
Shares issued for employment agreement		204,000			-			204,000
Amortization of prepaid stock compensation		185,625			465,000			660,625
Warrants issued for services		-			308,176			308,176
Write-off of inventory deposit		-			21,000			21,000
Non-cash financing cost		21,781			275			22,056
Amortization of deferred financing cost		4,620			-			4,620
Amortization of debt discount		2,100			-			2,100
Changes in operating assets and liabilities:
(Increase) in prepaid expenses		(163	)		(3,500	)		(7,163	)
Decrease in other receivables		-			-			(14,000	)
(Increase) in security deposits		(1,500	)		1,550			(1,500	)
Increase (decrease) in accounts payable		19,490			86,277			150,681
Increase in accounts payable – related party		-			-			343
Increase in accrued salaries - related party		26,521			-			26,521
Increase in accrued payroll taxes		3,060			-			3,060
Increase in deferred revenue		-			-			14,235
Increase in accrued interest payable - related party		2,686			598			3,284

Net cash used in operating activities		(185,364	)		(91,846	)		(650,869	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase trademarks		(550	)		-			(550	)
Payments for due from related party		-			(44,372	)		(44,372	)
Repayments from due from related party		-			40,000			40,000

Net cash used in investing activities		(550	)		(4,372	)		(4,922	)

CASH FLOWS FROM FINANCING ACTIVITIES
Bank overdraft		(81	)		81			-
Proceeds from notes payable - related party		1,050			15,072			13,922
Repayments of notes payable - related party		(1,550	)		-			(1,550	)
Proceeds from line of credit - related party		41,950			16,820			58,770
Repayments of line of credit - related party		(6,889	)		-			(6,889	)
Proceeds from notes payable		30,000			-			41,760
Repayments for notes payable		(2,750	)		-			(2,750	)
Proceeds from sale of common stock, net of offering costs		125,000			59,500			546,282
Donated capital		-			3,555			7,110

Net cash provided by financing activities		186,730			95,028			656,655

NET CHANGE IN CASH		816			(1,190	)		864

CASH AT BEGINNING OF YEAR		48			1,238			-

CASH AT END OF YEAR	$	864		$	48		$	864


SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

Non-cash investing and financing activities:
Re-class accounts payable related party to accounts payable	$	343		$	-		$	343
Re-class notes payable related party to notes payable	$	11,760		$	-		$	11,760
Shares issued as settlement of accounts payable	$	115,718		$	-		$	115,718
Shares issued for prepaid stock compensation	$	369,375		$	-		$	369,375
Warrants issued for services	$	-		$	308,176		$	308,176
Deemed distribution to majority shareholder	$	(516,563	)	$	-		$	(516,563	)

F-5

BOLLENTE COMPANIES, INC. ~~AND SUBSIDIARY~~

~~(FORMERLY~~(FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

The Company was incorporated on March 7, 2008 (Date of Inception) 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.

The Company has not commenced significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company.

Nature of operations

The Company’s business model is to ~~add to existing business by expanding operations in the green~~manufacture and clean-tech sectors. The Company was involved with the fulfillment of purchase orders for natural resources harvested in Peru, and will continue to explore opportunities in this sector. During the year ended December 31, 2010, the Company started to explore the consumer products industry withdistribute a focus on products and services that feature superior cost/benefit to the end user while achieving greater efficiencies with regard to residential and commercial utility usage and operating costs. Management ~~expects~~ ~~the Company will realize a material increase in revenues and improved operating margins upon entry into the market~~ ~~with~~ new, ~~proprietary technologies and services.~~high-quality, highly efficient electric tankless water heater.

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.

Trademarks

ASC 350 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of ASC 350. This standard also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment. As of December 31, 2011, the Company believes there is no impairment of its intangible assets.

The Company's intangible assets consist of the costs of filing and acquiring various trademarks. The trademarks are recorded at cost. The Company determined that the trademarks have an estimated useful life of 10 years and will be reviewed annually for impairment. Amortization will be recorded over the estimated useful life of the assets using the straight-line method for financial statement purposes. The Company plans to commence amortization during the third quarter 2012.

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, ~~2010~~2011 and ~~2009.~~2010. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash ~~prepaid expenses~~and 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.

F-6

BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

~~F-8~~

~~BOLLENTE COMPANIES, INC. AND SUBSIDIARY~~

~~(FORMERLY ALCANTARA BRANDS CORPORATION)~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~Fair value of financial instruments (continued)~~

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.

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 the 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.

Revenue ~~Recognition~~recognition

The Company's revenues ~~are anticipated to be derived from multiple sources. Primarily revenues~~ will be ~~earned~~generated from the sale of the products which will be recognized upon passage of title to the customer, typically upon product pick-up, shipment ~~of products.~~or delivery to customer.

Advertising ~~Costs~~costs

Advertising costs are anticipated to be expensed as incurred; however there were no advertising costs included in general and administrative expenses for the years ended December 31, ~~2010~~2011 and ~~2009.~~2010.

F-7

BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Income taxes

The Company follows ASC Topic 740 for recording the provision for income taxes. Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled. Deferred income tax expenses or benefits are based on the changes in the asset or liability each period. If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized. Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.

~~F-9~~

~~BOLLENTE COMPANIES, INC. AND SUBSIDIARY~~

~~(FORMERLY ALCANTARA BRANDS CORPORATION)~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

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

~~Income taxes (continued)~~

Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.

The Company applies a more-likely-than-not recognition threshold for all tax uncertainties. ASC Topic 740 only allows the recognition of those tax benefits that have a greater than fifty percent likelihood of being sustained upon examination by the taxing authorities. As of December 31, ~~2010~~2011 and ~~2009,~~2010, the Company reviewed its tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore this standard has not had a material affect on the Company.

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

The Company classifies tax-related penalties and net interest as income tax expense. As of December 31, ~~2010~~2011 and ~~2009,~~2010, no income tax expense has been incurred.

Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic ~~earning~~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 ~~earning~~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.

Principles of consolidation

The consolidated financial statements include the accounts of ~~Alcantara Brands,~~Bollente Companies, Inc. ~~(Nevada Corporation),~~ and its ~~wholly-owned subsidiary Woodmans Lumber~~wholly owned subsidiary. 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 ~~Millworks Peru (Nevada Corporation).~~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. All significant inter-company ~~balances~~transactions and ~~transactions~~balances have been eliminated.

F-8

BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reclassification of related party payable

Former president of the Company, Carlos Alcantara ~~Brands, Inc. (Nevada Corporation)~~no longer has a controlling interest in the company and ~~Woodmans Lumber and Millworks Peru (Nevada Corporation) will be collectively referred herein~~has been deemed a non-related party. As such the Company has reclassified related party payables due to former president Carlos Alcantara as ~~the “Company”.~~non-related party payables. See Note 6 for additional detail.

Recent pronouncements

The Company has evaluated the recent accounting pronouncements through ~~ASU 2011-01~~March 2012 and believes that none of them will have a material effect on the Company’s financial statements.

~~F-10~~

~~BOLLENTE COMPANIES, INC. AND SUBSIDIARY~~

~~(FORMERLY ALCANTARA BRANDS CORPORATION)~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As noted above, the Company is in the development stage and, accordingly, has not yet generated revenues from operations. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and incurring start up costs and expenses. As a result, the Company incurred accumulated net losses from Inception (March 7, 2008) through the period ended December 31, ~~2010~~2011 of ($~~1,414,589)~~2,098,907). In addition, the Company’s development activities since inception have been financially sustained through debt and equity financing.

The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 3 – ~~DUE FROM RELATED PARTY~~ACQUISITION OF BOLLENTE, INC.

On March ~~12, 2010,~~7, 2011, the Company ~~agreed~~entered into a reverse triangular merger by and among Woodmans Lumber and Millworks Peru (“Woodmans”), a Nevada corporation and wholly owned subsidiary of the Registrant, and Bollente, Inc., a Nevada corporation, Woodman’s and Bollente being the constituent entities in the merger, whereby the Company intends to ~~purchase 5.625 kilos~~issue 4,707,727 shares of ~~gold for an unrelated third party~~its restricted common stock in exchange for ~~cash~~100% of ~~$40,000~~Bollente’s outstanding membership interest. Pursuant to the terms of the merger, Woodman’s will be merged with Bollente wherein Woodmans shall cease to exist and ~~866,667~~Bollente will become a wholly owned subsidiary of the Company. Subject to the terms and conditions set forth in the Merger Agreement, the Merger was anticipated to become effective on or before April 15, 2011. The Merger with Bollente, upon closing provided the Company with the ownership of 100% of Bollente. On May 16, 2011, the Company issued 4,707,727 shares of common stock ~~valued at $260,000 based on~~and the fair value of the common stock. As of April 28, 2010, the Company had not completed this transaction and this agreement was terminated, consequently the Company did not issue the shares. During May 2010, the Company returned $40,000 to the unrelated third party.

In March 2010, The Company advanced $40,000 to First Mining Company S.A.C. (“FMC”) in anticipation of the purchase of 5.625 kilos of gold. Since the transaction was not completed during the three months ended March 31, 2010, the $40,000 was recorded as due from related party. During May 2010, the Company received a repayment of $40,000 from FMC. As of December 31, 2010 and 2009, the balance is $0 and $0, respectively.

~~NOTE 4 – DEFERRED REVENUE~~merger closed.

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 under GAAP because the entities were under common control at the time of the transaction. Accordingly the accompanying financial statements include the results of Bollente, Inc. from the date of inception of Bollente Companies, Inc. on March 1, 2010, the Company agreed to sell 107.32 oz of gold to an unrelated third party in exchange for cash of $40,000. Since the transaction was not completed during the three months ended March 31, 2010, the $40,000 was recorded as deferred revenue. As of April 28, 2010, the Company settled with the unrelated third party and agreed to return the $40,000 in cash no later than April 30, 2010. During May 2010, the Company returned $40,000 to the unrelated third party and reduced the amount in deferred revenue by $40,000.7, 2008.

On the date of acquisition Bollente, Inc. did not have any material assets and liabilities.

F-9

~~F-11~~

BOLLENTE COMPANIES, INC. ~~AND SUBSIDIARY~~

~~(FORMERLY~~(FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The consideration for the purchase of Bollente, Inc. was 4,707,727 shares of Bollente Companies, Inc.. Robertson J. Orr, a shareholder and officer and director of Bollente, Inc. is also a shareholder in Bollente Companies, Inc., holding 10,000 shares of the 674,733 shares outstanding at the date of the acquisition.

NOTE 4 – ~~DEFERRED REVENUE (CONTINUED)~~RESTATEMENT

~~During~~In May 2011, the Company completed its acquisition of Bollente, Inc. and the Company was required to record the transaction as a pooling of entities and the prior year financial statements were restated as a result of the acquisition. The prior year consolidated financial statements include Bollente Companies, Inc. and Bollente, Inc.

The following is a summary of the impact of these restatements on the Company’s consolidated balance sheet as of December 31, 2010:

	As Previously Reported			Adjustments for Pooling with Bollente, Inc.			As Restated
Cash	$	48		$	-		$	48
Total Current Assets		48			-			48
Total Assets	$	48		$	-		$	48

Bank Overdraft	$	-		$	81		$	81
Accounts Payable		145,426			-			145,426
Accounts Payable - Related Party		343			-			343
Notes Payable - Related Party		16,132			(3,622	)		12,510
Accrued Interest Payable - Related Party		598			-			598
Line of Credit - Related Party		16,820			-			16,820
Total Current Liabilities		179,319			(3,541	)		175,778
Total Liabilities		179,319			(3,541	)		175,778

Common Stock		375			-			375
Additional Paid in Capital		1,184,943			34,275			1,219,218
Subscriptions (Receivable)		-			-			-
Subscriptions Payable		50,000			-			50,000
Deficit Accumulated During Development Stage		(1,414,589	)		(30,734	)		(1,445,323	)
Total Stockholders' Deficit		(179,271	)		3,541			(175,730	)
Total Liabilities and Stockholders' Deficit	$	48		$	-		$	48

The following is a summary of the impact of these restatements on the Company’s consolidated statement of operations for the year ended December 31, 2009 the Company entered into an agreement to sell Lumber totaling $14,235 to an unrelated third party. The Company was unable to fulfill the order as the lumber inventory was not delivered. As of December 31, 2010 and 2009, the balance of deferred revenue was $14,235 and $14,235, respectively. This deferred revenue was reclassified to accounts payable during the year ended December 31, 2010 as the Company does not believe they will be able to satisfy the order and thus will be required to repay the monies advanced.2010:

During the year ended December 31, 2009 the Company advanced monies for the purchase of inventory to satisfy the sale of inventory described above. The Inventory was not delivered by the vendor and thus the Company was unable to fulfill the sales order. During the second quarter of the year ended December 31, 2010, the Company purchased an additional $7,000 in lumber from another vendor. As of December 31, 2010 the Company has not received the lumber by either vendor. As such the Company wrote off $21,000 in prepaid lumber inventory because the suppliers were unable to complete the orders.

	As Previously Reported			Adjustments for Pooling with Bollente, Inc.				As Restated
Revenue	$	-		$	-			$	-

General and Administrative		32,669			3,656				36,325
Executive Compensation		-			803				803
Product Development - Related Party		39,576			-				39,576
Professional Fees		927,645			16,000				943,645
Total Operating Expenses		999,890			20,459				1,020,349

Interest Expense - Related Party		(598	)		(275	)			(873	)
Interest Expense		-			-				-
Total Other Expenses		(598	)		(275	)			(873	)

Net Loss	$	(1,000,488	)	$	(20,734	)		$	(1,021,222	)

Net Loss per Common Share - Basic	$	(2.92	)					$	(2.98	)
Weighted Average Number of Common							��
Shares Outstanding - Basic		342,664							342,664

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

~~Notes payable consists of the following at:~~

December 31,
2010
December 31, 2009
Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 0% interest, due upon demand $ 9,400 $ 9,400

Note payable to a former officer, director and shareholder, unsecured, 0% interest, due upon demand 160 160

Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 10% interest, due July 2010, as of December 31, 2010, the note payable is in default 800 -

Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 10% interest, due August 2010, as of December 31, 2010, the note payable is in default 1,400 -

Note payable to an entity owned and controlled by an officer and director of the Company, unsecured, 0% interest, due upon demand 4,372 -

Notes Payable – Current $ 16,132 $ 9,560

December 31,
2010
December 31, 2009
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2011 $ 16,820 -

Line of Credit – Current $ 16,820 $ -

~~Interest expense for the years ended December 31, 2010 and 2009 was $598 and $0, respectively.~~

F-10

~~F-12~~

BOLLENTE COMPANIES, INC. ~~AND SUBSIDIARY~~

~~(FORMERLY~~(FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The following is a summary of the impact of these restatements on the Company’s consolidated statement of cash flows for the year ended December 31, 2010:

	As Previously Reported			Adjustments for Pooling with Bollente, Inc.			As Restated

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,000,488	)	$	(20,734	)	$	(1,021,222	)
Adjustments to reconcile net loss
To net cash used in operating activities:
Shares issued for services		465,000			(415,000	)		50,000
Shares issued for employment agreement		-			-			-
Amortization of prepaid stock compensation		-			465,000			465,000
Shares issued for interest		-			275			275
Warrants issued for services		308,176			-			308,176
Write off of inventory deposit		21,000			-			21,000
Shares payable for services		50,000			(50,000	)		-
Changes in operating assets and liabilities:
Decrease in prepaid expenses		(3,500	)		-			(3,500	)
Decrease in security deposits		1,550			-			1,550
Increase (decrease) in accounts payable		86,277			-			86,277
Increase in accrued interest payable – related party		598			-			598

Net cash used in operating activities		(71,387	)		(20,459	)		(91,846	)

CASH FLOWS FROM INVESTING ACTIVITIES

Payments for due from related party		(40,000	)		(4,372	)		(44,372	)
Repayments from due from related party		40,000			-			40,000

Net cash used in investing activities		-			(4,372	)		(4,372	)

CASH FLOWS FROM INVESTING ACTIVITIES
Bank overdraft		-			81			81
Proceeds from notes payable – related party		6,572			8,500			15,072
Proceeds from line of credit – related party		16,820			-			16,820
Proceeds from the sale of common stock, net of offering costs		43,500			16,000			59,500
Donated capital		3,555			-			3,555

Net cash provided by financing activities		70,447			(24,581	)		95,028

NET CHANGE IN CASH		(940	)		(250	)		(1,190	)

CASH AT BEGINNING OF YEAR		988			250			1,238

CASH AT END OF YEAR	$	48		$	-		$	48

SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

Non-cash activities:
Shares issued for services	$	-		$	50,000		$	50,000
Warrants issued for services	$	308,176		$	-		$	308.176

F-11

BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 – NOTES PAYABLE – RELATED PARTY

	December 31, 2011		December 31, 2010
Note payable to an entity owned and controlled by an officer and director of the Company, unsecured, 0% interest, due upon demand, re-classed to notes payable in 2011, see note 6	$	-	$	9,400

Note payable to a former officer, director and shareholder, unsecured, 0% interest, due upon demand, re-classed to notes payable in 2011, see note 6		-		160

Note payable to an entity owned and controlled by an officer and director of the Company, unsecured, 10% interest, due July 2010, in default as of December 31, 2011, re-classed to notes payable in 2011, see note 6		-		800

Note payable to an entity owned and controlled by an officer and director of the Company, unsecured, 10% interest, due August 2010, in default as of December 31, 2011, re-classed to notes payable in 2011, see note 6		-		1,400

Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand		250		-

Note payable to a shareholder, unsecured, 0% interest, due upon demand		-		750

Notes Payable – Current	$	250	$	12,510

	December 31, 2011		December 31, 2010
Line of credit for up to $150,000, from a shareholder, unsecured, 5% interest, due December 2012	$	51,881	$	16,820

Line of credit – Current	$	51,881	$	16,820

F-12

BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 –NOTES PAYABLE

	December 31, 2011			December 31, 2010
Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 0% interest, due upon demand	$	9,400		$	-

Note payable to a former officer, director and shareholder, unsecured, 0% interest, due upon demand		160			-

Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 10% interest, due July 2010, in default as of December 31, 2011		800

Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 10% interest, due August 2010, in default as of December 31, 2011		1,400			-

Note payable to an unrelated third party, unsecured, $3,000 in debt discount, due May 2012	$	30,250		$	-
Unamortized debt discount		(900	)

Notes Payable – Current	$	41,110		$	-

NOTE 7 – LONG TERM NOTE PAYABLE – RELATED PARTY

	December 31, 2011		December 31, 2010
Note payable with a shareholder, unsecured, due February 2014	$	500,000	$	-

Notes Payable – Long Term	$	500,000	$	-

F-13

BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 – INCOME TAXES

At December 31, 2011 and 2010, the Company had federal operating loss carryforwards of $2,098,907 and $653,584, respectively, which begins to expire in 2028.

Components of net deferred tax assets, including a valuation allowance, are as follows at December 31, 2011 and 2010:

	2011			2010
Deferred tax assets:
Net operating loss carryforward	$	849,727		$	581,413
Total deferred tax assets		297,404			203,495
Less: Valuation allowance		(297,404	)		(203,495	)
Net deferred tax assets	$	-		$	-

Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2011 and 2010:

	2011	2010
Federal statutory rate	(35.0)%	(35.0)%
State taxes, net of federal benefit	(0.00)%	(0.00)%
Change in valuation allowance	35.0%	35.0%
Effective tax rate	0.0%	0.0%

NOTE 69 – STOCKHOLDERS’ EQUITY

F-14

BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~BOLLENTE COMPANIES, INC. AND SUBSIDIARY~~

~~(FORMERLY ALCANTARA BRANDS CORPORATION)~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~NOTE 6 – STOCKHOLDERS’ EQUITY (CONTINUED)~~

~~Common Stock (Continued)~~issued.

F-15

BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~BOLLENTE COMPANIES, INC. AND SUBSIDIARY~~

~~(FORMERLY ALCANTARA BRANDS CORPORATION)~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~NOTE 6 – STOCKHOLDERS’ EQUITY (CONTINUED)~~

~~Common Stock (Continued)~~On September 30, 2011, the shares were issued.

F-16

BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On March 3, 2010, the Company executed a legal services retainer and issued 20,000 warrants with a cashless exercise. The warrants expire on March 2, 2013 and have an exercise price of $15.50. The Company recorded the fair value of these warrants of $308,176 using the Black Scholes model. The Company used the following assumptions: stock price of $0.31, an exercise price of $0.31, expected term of 18 months (using the simplified method), volatility of 449%, and discount rate of 1.34%.

F-17

BOLLENTE COMPANIES, INC. (FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – WARRANTS

NOTE 11 – AGREEMENTS

Employment Agreement

F-18

~~F-15~~

BOLLENTE COMPANIES, INC. ~~AND SUBSIDIARY~~

~~(FORMERLY~~(FORMERLY ALCANTARA BRANDS CORPORATION)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE 8 – INCOME TAXES~~

~~At December 31, 2010 and 2009, the Company had federal operating loss carryforwards of $581,413 and $404,101, respectively.~~

~~Components of net deferred tax assets, including a valuation allowance, are as follows at December 31, 2010 and 2009:~~

2010 2009
Deferred tax assets:
     Net operating loss carryforward $ 203,495 $ 141,435
          Total deferred tax assets 203,495 141,435
Less: Valuation allowance (203,495 ) (141,435 )
     Net deferred tax assets $ - $ -

The valuation allowance for deferred tax assets as of December 31, 2010 and 2009 was $203,495 and $141,435, respectively, which will begin to expire 2028. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of December 31, 2010 and 2009 and maintained a full valuation allowance.

~~Reconciliation between the statutory rate and the effective tax rate is as follows at December 31, 2010 and 2009:~~

2010 2009
Federal statutory rate (35.0 )% (35.0 )%
State taxes, net of federal benefit (0.00 )% (0.00 )%
Change in valuation allowance 35.0 % 35.0 %
Effective tax rate 0.0 % 0.0 %

~~NOTE 9 – AGREEMENTS~~

~~Lease Agreement~~

On March 1, 2009, the Company executed a three month lease for an executive office located at 3753 Howard Hughes Parkway, Suite 200, Las Vegas, NV and is subject to automatic renewals. The monthly rent for this office is currently $1,550. During the year ended December 31, 2010, the Company wrote off the security deposit due to the cancellation of the lease. As of December 31, 2010 and 2009, the Company had $0 and $1,550, respectively, in refundable security deposits related to this lease.

~~F-16~~

~~BOLLENTE COMPANIES, INC. AND SUBSIDIARY~~

~~(FORMERLY ALCANTARA BRANDS CORPORATION)~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~NOTE 9 – AGREEMENTS (CONTINUED)~~

~~Employment Agreement~~

On March 3, 2010, the Company executed a five year employment agreement with Carlos Alcantara for the position of CEO, President and Member of the board of directors which would be automatically extended for two additional five year terms. The base salary was $250,000 per year and would be adjusted annually at the discretion of the board of directors or a 3% increase, whichever is greater. Upon execution of this agreement, Mr. Alcantara would receive a signing bonus of $50,000 and 20,000 shares of common stock. Mr. Alcantara would be eligible for employee incentive plan which would be based on gross sales and acquisitions. The Company also granted 20,000 stock options with an exercise price of 15.50 per share which would expire on March 2, 2015. The options would vest 1,000 options at the start of employment, and 2,000 options on each of the five anniversary dates of this agreement. In April 2010, the Company and Mr. Alcantara terminated the agreement and both parties agreed to a full release and settlement. Mr. Alcantara has waived his rights to all compensation related to this agreement and will not receive cash, common stock or stock options as part of this employment agreement.

~~Investment Banking Agreement~~

On March 22, 2010, the Company executed an investment banking agreement with an unrelated third party to assist the Company with obtaining equity financing. The Company agreed to issue 1,000 shares of common stock upon execution of the agreement. Additionally, the Company agreed to a fee payable in cash totaling 10% of the equity financing and warrants in the amount of 10% of the number of shares of common sold of the equity financing. The agreement expired on September 22, 2010. On April 26, 2010, the shares were issued. The Company recorded $15,000 in consulting fees expense during the year ended December 31, 2010.

~~Consulting Agreements~~

On June 3, 2010, the Company executed a consulting and financial advisory agreement with an entity to assist the Company with financial and management consulting services. The Company agreed to issue 15,000 shares of common stock upon execution of the agreement valued at $75,000 based on the fair value of the common stock. Additionally, the Company agreed to a fixed quarterly fee of 5,000 shares of common stock which will be due on July 1, 2010 and October 1, 2010. The value of the 10,000 shares of common stock related to the two fixed quarterly fees totaled $50,000. The agreement expired on December 2, 2010. On June 25, 2010, the Company issued 15,000 shares. The Company recorded $125,000 in consulting fees expense during the year ended December 31, 2010. As of December 31, 2010, the Company has $50,000 in subscriptions payable for 10,000 shares owed to the entity. As of the date of this filing, the shares have not been issued.

~~F-17~~

~~BOLLENTE COMPANIES, INC. AND SUBSIDIARY~~

~~(FORMERLY ALCANTARA BRANDS CORPORATION)~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~NOTE 9 – AGREEMENTS (CONTINUED)~~

~~Consulting Agreements (Continued)~~

On June 9, 2010, the Company executed a consulting agreement with a related party to assist the Company with business consulting services. The Company agreed to issue 20,000 shares of common stock upon execution of the agreement. The agreement expired on December 8, 2010. On June 25, 2010, the Company issued 20,000 shares. The Company recorded $100,000 in consulting fees expense during the year ended December 31, 2010.

On June 17, 2010, the Company executed a consulting agreement with an entity to assist the Company with business consulting services. The Company agreed to issue 20,000 shares of common stock upon execution of the agreement. The agreement expired on December 16, 2010. On June 25, 2010, the Company issued 20,000 shares. The Company recorded $80,000 in consulting fees expense during the year December 31, 2010.

~~NOTE 10 – RELATED PARTY TRANSACTIONS~~

During the years ended December 31, 2010 and 2009, the Company had product development expenses totaling $39,576 and $265,963, respectively, which were to entities that are owned and controlled by a former officer, director and shareholder of the Company.

NOTE 1112 – SUBSEQUENT EVENTS

On ~~March 7, 2011,~~February 29, 2012, the Company ~~entered into~~recorded a reverse triangular merger by and among Woodmans Lumber and Millworks Peru (“Woodmans”), a Nevada corporation and wholly owned subsidiary of the Registrant, and Bollente, Inc., a Nevada corporation, Woodman’s and Bollente being the constituent entities in the merger, whereby the Company intends to issue 4,707,727 shares of its 144 restricted common stock ~~in exchange~~payable totaling $50,500 for 100% of Bollente’s outstanding membership interest. Pursuant to the terms of the merger, Woodman’s will be merged with Bollente wherein Woodmans shall cease to exist and Bollente will become a wholly owned subsidiary of the Company. Subject to the terms and conditions set forth in the Merger Agreement, the Merger is anticipated to become effective on or before April 15, 2011. The Merger with Bollente, upon closing, will provide the Company with the ownership of 100% of Bollente.

On February 25, 2011, the Company issued 3 Units in exchange for $30,000 to an investor. Each Unit consists of an $11,000 debenture maturing in fifteen months from the closing of the offering, plus 10,00050,000 shares of common stock owed to an officer, director and shareholder of the Company as part of his employment agreement. The shares were valued according to the fair value of the common stock as of February 29, 2012. The shares were issued on March 19, 2012 along with the 100,000 shares valued at ~~a purchase price of $10,000 per Unit.~~$164,000 recorded as payable in during 2011.

On March ~~3, 2011,~~1, 2012, the Company ~~entered into an~~renegotiated its employment agreement with ~~Stoecklein Law Group (“SLG”)~~Robertson J Orr and the annual compensation is $12,000. Mr. Orr has the option to ~~cancel an outstanding bill~~convert the unpaid compensation to shares of ~~$115,768.14 for legal services in exchange for 250,000~~common stock at a $1 per share. Additionally, he will receive 15,000 shares of common ~~stock. SLG is a related party in this transaction by virtue of being a beneficial owner.~~stock per quarter.

On March 19, 2012, the Company issued a total of 50,000 shares of common stock for cash of $25,000.

F-19

~~F-18~~

		STOCK WARRANTS OUTSTANDING AND EXERCISABLE							STOCK WARRANTS OUTSTANDING AND EXERCISABLE
Exercise Price	Exercise Price	Number of Warrants Outstanding		Weighted-Average Remaining Contractual Life in Years		Weighted- Average Exercise Price		Exercise Price	Number of Warrants Outstanding		Weighted-Average Remaining Contractual Life in Years		Weighted- Average Exercise Price
$	15.50		20,000		2.17	$	15.50	15.50		20,000		1.17	$	15.50
			20,000		2.17	$	15.50

	Fiscal Year Ended December 31,							Fiscal Year Ended December 31,
	2010			2009				2011	(Restated) 2010
Net cash provided by (used in) operating activities	$	(71,387	)	$	(317,192	)
Net cash provided by (used in) investing activities		-			-
Net cash provided by (used in) financing activities		70,447			307,647
Net cash used in operating activities							$	(185,364)	$(91,846)
Net cash used in investing activities							$	(550)	$(4,372)
Net cash provided by financing activities							$	186,730	$95,028
Net increase/(decrease) in Cash		(940	)		(9,545	)	$	816	$(1,190)
Cash, beginning of year		988			10,533		$	48	1,238
Cash, end of year	$	48		$	988		$	864	$48

BOLLENTE COMPANIES, INC. AND SUBSIDIARY (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT –CONTINUED-

																		Deficit
																		Accumulated
										Additional								During			Total
	Preferred Shares					Common Shares				Paid-In		Subscriptions			Subscriptions			Development			Stockholders'
	Shares		Amount			Shares		Amount		Capital		Receivable			Payable			Stage			Deficit
December 17, 2009
Cash received for sale of common stock		-		-			-		-		-		-			30,000			-			30,000

December 31, 2009
Expenses paid for by an officer of the Company		-		-			-		-		2,555		-			-			-			2,555
					��
Net loss																			(336,637	)		(336,637	)

Balance, December 31, 2009		-	$	-			296,762	$	297	$	285,290	$	(500	)	$	80,000		$	(414,101	)	$	(49,014	)

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

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

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

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

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

BOLLENTE COMPANIES, INC. AND SUBSIDIARY (FORMERLY ALCANTARA BRANDS CORPORATION)
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
							Inception
							(March 7, 2008)
	For the years ended						to
	December 31,						December 31,
	2010			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,000,488	)	$	(336,637	)	$	(1,414,589	)
Adjustments to reconcile net loss
to net cash used in operating activities:
Shares issued for services		465,000			-			475,000
Warrants issued for services		308,176			-			308,176
Write off of inventory deposit		21,000			-			21,000
Shares payable for services		50,000			-			50,000
Changes in operating assets and liabilities:
Decrease in prepaid expenses		(3,500	)		(3,500	)		(7,000	)
Decrease in other receivables		-			(14,000	)		(14,000	)
Decrease in security deposits		1,550			(1,550	)		-
Increase (decrease) in accounts payable		86,277			23,917			131,191
Increase in accounts payable - related party		-			343			343
Increase in deferred revenue		-			14,235			14,235
Increase in accrued interest payable - related party		598			-			598

Net cash used in operating activities		(71,387	)		(317,192	)		(435,046	)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for due from related party		(40,000	)		-			(40,000	)
Repayments from due from related party		40,000			-			40,000

Net cash used in investing activities		-			-			-

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related party		6,572			9,560			16,132
Proceeds from line of credit - related party		16,820			-			16,820
Proceeds from sale of common stock, net of offering costs		43,500			294,532			395,032
Donated capital		3,555			3,555			7,110

Net cash provided by financing activities		70,447			307,647			435,094

NET CHANGE IN CASH		(940	)		(9,545	)		48

CASH AT BEGINNING OF YEAR		988			10,533			-

CASH AT END OF YEAR	$	48		$	988		$	48


SUPPLEMENTAL INFORMATION:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

Non-cash activities:
Shares issued for services	$	-		$	-		$	10,000
Warrants issued for services	$	308,176		$	-		$	308,176
Amortization of prepaid stock compensation	$	465,000		$	-		$	465,000

	December 31, 2010		December 31, 2009
Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 0% interest, due upon demand	$	9,400	$	9,400

Note payable to a former officer, director and shareholder, unsecured, 0% interest, due upon demand		160		160

Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 10% interest, due July 2010, as of December 31, 2010, the note payable is in default		800		-

Note payable to an entity owned and controlled by a former officer and director of the Company, unsecured, 10% interest, due August 2010, as of December 31, 2010, the note payable is in default		1,400		-

Note payable to an entity owned and controlled by an officer and director of the Company, unsecured, 0% interest, due upon demand		4,372		-

Notes Payable – Current	$	16,132	$	9,560

	Number Of Warrants		Weighted-Average Exercise Price		Number of Warrants		Weighted-Average Exercise Price
Outstanding at January 1, 2010		-	$	0.00		-	$	0.00
Granted		20,000	$	15.50		20,000	$	15.50
Exercised		-	$	0.00		-	$	0.00
Cancelled		-	$	0.00		-	$	0.00
Outstanding at December 31, 2010		20,000	$	15.50		20,000	$	15.50
Warrants exercisable at December 31, 2010		20,000	$	15.50
Granted						-	$	0.00
Exercised						-	$	0.00
Cancelled						-	$	0.00
Outstanding at December 31, 2011						20,000	$	15.50
Warrants exercisable at December 31, 2011						20,000	$	15.50