UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q /A

(Amendment No. 1)

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

For the quarterly period ended ~~March 31, 2014~~June 30, 2016

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

Commission file number 000-54219

BOLLENTE COMPANIES,, INC.

(Exact name of registrant as specified in its charter)

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

8800 N. Gainey Dr., Suite 270
Scottsdale, Arizona		85258
(Address of principal executive offices)		(Zip Code)

(480) 275-7572

(Registrant’s telephone number, including area code)

~~Copies of Communication to:~~

~~Stoecklein Law Group, LLP~~

~~Columbia Center~~

~~401 West A Street~~

~~Suite 1150~~

~~San Diego, CA 92101~~

~~(619) 704-1310~~

~~Fax (619) 704-0556~~

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨x No x¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Ruble 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

The number of shares of Common Stock, $0.001 par value, outstanding on ~~May 15, 2014,~~August 22, 2016, was ~~14,551,620~~21,478,186 shares.

EXPLANATORY NOTE

*EXPLANATORY NOTE –The RegistrantBollente Companies, Inc. (the “Company”) is ~~amending~~filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to its Quarterly Report on Form 10-Q ~~strictly~~for the quarter ended June 30, 2016 (the “Original Filing”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on August 22, 2016.

We are filing this Amendment in response to ~~resolve errors related~~a comment letter received from the SEC in connection with its review of the Original Filing (the “Comment Letter”). We have modified Part I, Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Amendment in response to the ~~XBRL exhibit requirement. No~~Comment Letter to include the conversion terms of the secured convertible promissory note and warrants financing agreement outstanding as of June 30, 2016 and the secured loan agreement and warrant agreement executed on August 2, 2016 that were inadvertently left out. Additionally, in response to the Comment Letter, we filed the secured convertible promissory note and warrants financing agreement outstanding as of June 30, 2016 and the secured loan agreement and warrant agreement executed on August 2, 2016 as exhibits.

Except as described in this Explanatory Note, this Amendment does not amend any other ~~disclosure was changed as a result of this amendment.~~information set forth in the Original Filing, and the Company has not updated disclosures to reflect any events that occurred subsequent to August 22, 2016.

BOLLENTE COMPANIES INC.

QUARTERLY PERIOD ENDED ~~MARCH 31, 2014~~JUNE 30, 2016

Index to Report on Form 10-Q

		Page No.
	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	1

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16

Item ~~4T.~~4.	Controls and Procedures	16

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	17

Item1A.	Risk Factors	17

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17

Item 3.	Defaults Upon Senior Securities	1819

Item 4.	Mine Safety Disclosures	1819

Item 5.	Other Information	1819

Item 6.	Exhibits	1820

	Signature	1820

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BOLLENTE COMPANIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(unaudited)

March 31, December 31,
2014 2013

ASSETS

Current assets:
Cash $ 325,589 $ 4,329
Accounts receivable 17,068 -
Prepaid expenses 214,845 24,761
Prepaid stock compensation - current portion 521,343 1,228,201
Total current assets 1,078,845 1,257,291

Fixed assets, net 12,049 -

Other assets:
Security deposits 1,500 1,500
Trademarks 824 550
Prepaid stock compensation - long term portion 91,667 -
Website, net 55,343 58,598
Total other assets 149,334 60,648

Total assets $ 1,240,228 $ 1,317,939

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable $ 201,300 $ 76,769
Customer deposits 600 -
Accrued salaries - related party 10,315 10,869
Accrued payroll taxes 11,891 11,891
Notes payable - related party 361,537 500,450
Accrued interest payable - related party 396 1,599
Line of credit - related party - 49,051
Notes payable, net of unamortized debt discount of $0 3,000 30,250
Total current liabilities 589,039 680,879

Total liabilities 589,039 680,879

Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of March 31, 2014 and December 31, 2013, respectively - -
Common stock, $0.001 par value, 100,000,000 shares
authorized, 11,980,366 and 10,242,460 shares issued and outstanding
as of March 31, 2014 and December 31, 2013, respectively 11,981 10,243
Additional paid-in capital 8,746,525 7,010,353
Subscriptions receivable (40,000 ) -
Common stock payable 374,850 94,850
Deficit accumulated during development stage (8,442,167 ) (6,478,386 )
Total stockholders' equity 651,189 637,060

Total liabilities and stockholders' equity $ 1,240,228 $ 1,317,939

~~See accompanying notes to consolidated financial statements.~~

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

Inception
(March 7, 2008)
For the three months ended to
March 31, March 31,
2014 2013 2014

Revenue $ 18,026 $ - $ 18,026

Cost of goods sold (53,850 ) - (53,850 )

Gross profit (35,824 ) - (35,824 )

Operating expenses:
General and administrative 290,913 11,230 548,102
General and administrative - related party - - 22,100
Executive compensation 68,250 29,271 589,552
Product development - related party - - 336,014
Research and development 331,530 103,080 738,411
Professional fees 1,228,373 355,214 6,005,959

Total operating expenses 1,919,066 498,795 8,240,138

Other expenses:
Interest expense - related party (8,691 ) (10,206 ) (134,145 )
Interest expense (200 ) (139 ) (32,060 )

Total other expenses (8,891 ) (10,345 ) (166,205 )

Net loss $ (1,963,781 ) $ (509,140 ) $ (8,442,167 )

Net loss per common share - basic $ (0.18 ) $ (0.06 )

Weighted average number of common shares 11,113,647 8,152,460
outstanding - basic

BOLLENTE COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS
(unaudited)


	June 30,			December 31,
	2016			2015

ASSETS

Current assets:
Cash	$	1,790		$	3,618
Accounts receivable		38,145			72,533
Inventory		93,633			222,537
Prepaid expenses		191,056			205,886
Prepaid stock compensation		110,833			306,217
Total current assets		435,457			810,791

Fixed assets, net		3,682			5,885

Other assets:
Security deposits		1,500			1,500
Trademarks		10,464			8,083
Prepaid stock compensation - long term portion		55,556			-
Software		8,333			10,000
Website		11,394			21,160
Total other assets		87,247			40,743

Total assets	$	526,386		$	857,419


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
Accounts payable	$	544,430		$	620,910
Credit cards		23,429			15,971
Customer deposits		600			600
Accrued salaries		17,886			-
Accrued salaries - related party		58,779			26,040
Accrued payroll taxes		14,738			11,984
Notes payable - related party		230,600			600
Notes payable - related party, net of debt discount		180,000			195,000
Line of credit - related party		17,000			16,000
Accrued interest payable		4			4
Accrued interest payable - related party		6,334			4,316
Total current liabilities		1,093,800			891,425

Long-term liabilities:
Notes payable - related party		-			233,000
Convertible notes payable - related party		98,695			-
Total long-term liabilities		98,695			233,000

Total liabilities		1,192,495			1,124,425

Stockholders' equity (deficit):
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of June 30, 2016 and December 31, 2015, respectively		-			-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 21,478,186 and 19,350,182 shares issued and outstanding
as of June 30, 2016 and December 31, 2015, respectively		21,478			19,351
Additional paid-in capital		18,951,514			16,763,822
Subscriptions payable		10,000			750,000
Accumulated deficit		(19,649,101	)		(17,800,179	)
Total stockholders' equity (deficit)		(666,109	)		(267,006	)

Total liabilities and stockholders' equity (deficit)	$	526,386		$	857,419

See accompanying notes to consolidated financial statements.

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

Inception
(March 7, 2008)
For the three months ended to
March 31, March 31,
2014 2013 2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (1,963,781 ) $ (509,140 ) $ (8,442,167 )
Adjustments to reconcile net loss
to net cash used in operating activities:
Shares issued or payable for services 82,661 340,750 2,871,310
Shares issued or payable for employment agreement 65,000 26,250 506,700
Shares issued for prepaid stock compensation 815,191 - 2,029,191
Warrants issued for services - - 308,176
Write-off of inventory deposit - - 21,000
Non-cash financing cost - - 22,056
Amortization of website costs 3,255 - 3,255
Amortization of deferred financing cost - - 6,600
Amortization of debt discount - - 3,000
Accrued rent expense - related party line of credit 10,500 - 52,500
Changes in operating assets and liabilities:
(Increase) in accounts receivable (17,068 ) - (17,068 )
(Increase) decrease in prepaid expenses (190,084 ) 100,362 (221,845 )
(Increase) in other receivables - - (14,000 )
(Increase) in security deposits - - (1,500 )
Increase in accounts payable 124,531 14,266 286,222
Increase in accounts payable - related party - - 343
Increase in customer deposits 600 - 600
Increase (decrease) in accrued salaries - related party (554 ) 3,000 10,315
Increase in accrued payroll taxes - - 11,891
Increase in deferred revenue - - 14,235
Increase in accrued interest payable - 54 621
Increase in accrued interest payable - related party (1,203 ) 10,206 937

Net cash used in operating activities (1,070,952 ) (14,252 ) (2,547,628 )

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase trademarks (274 ) - (824 )
Purchase website costs - - (58,598 )
Purchase fixed assets (12,049 ) - (12,049 )
Payments for due from related party - - (44,372 )
Repayments from due from related party - - 40,000

Net cash used in investing activities (12,323 ) - (75,843 )

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable - related party - 145,622
Repayments of notes payable - related party (138,913 ) - (141,963 )
Proceeds from line of credit - related party 6,500 10,500 179,970
Repayments of line of credit - related party (66,051 ) - (232,470 )
(Repayments) proceeds from notes payable (15,000 ) - 26,760
Repayments for notes payable - - (2,750 )
Proceeds from sale of common stock, net of offering costs 1,617,999 - 2,966,781
Donated capital - - 7,110

Net cash provided by financing activities 1,404,535 10,500 2,949,060

NET CHANGE IN CASH 321,260 (3,752 ) 325,589

CASH AT BEGINNING OF YEAR 4,329 3,872 -

CASH AT END OF YEAR $ 325,589 $ 120 $ 325,589

SUPPLEMENTAL INFORMATION:
Interest paid $ - $ - $ 75,497
Income taxes paid $ - $ - $ -

Non-cash investing and financing activities:
Reclass accounts payable related party to accounts payable $ - $ - $ 343
Reclass notes payable related party to notes payable $ - $ - $ 11,760
Shares issued as settlement of accounts payable $ - $ - $ 115,718
Shares issued for prepaid stock compensation $ 200,000 $ - $ 3,147,576
Warrants issued for services $ - $ - $ 308,176
Deemed distribution to majority shareholder $ - $ - $ (516,563 )
Shares issued for debt settlement $ 12,250 $ - $ 12,250

BOLLENTE COMPANIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)




	For the three months ended						For the six months ended
	June 30,						June 30,
	2016			2015			2016			2015

Revenue	$	66,278		$	51,803		$	181,802		$	112,707

Cost of goods sold		(52,332	)		(84,532	)		(151,475	)		(163,465	)

Gross profit		13,946			(32,729	)		30,327			(50,758	)

Operating expenses:
General and administrative		390,466			417,061			835,820			734,661
Executive compensation		17,250			52,650			66,000			161,400
Research and development		1,618			147,037			2,549			271,795
Professional fees		388,628			708,887			954,734			1,152,692

Total operating expenses		797,962			1,325,635			1,859,103			2,320,548

Other income(expenses):
Other income		11,993			2,047			12,186			2,047
Interest expense - related party		(15,779	)		(6,181	)		(31,282	)		(8,147	)
Interest expense		(284	)		(121	)		(1,050	)		(121	)
Other expenses		-			(9	)		-			(9	)

Total other expenses		(4,070	)		(4,264	)		(20,146	)		(6,230	)

Net loss	$	(788,086	)	$	(1,362,628	)	$	(1,848,922	)	$	(2,377,536	)

Net loss per common share - basic	$	(0.04	)	$	(0.08	)	$	(0.09	)	$	(0.14	)

Weighted average number of common shares		20,832,691			17,046,911			20,529,339			17,685,036
outstanding - basic

See accompanying notes to consolidated financial statements.

BOLLENTE COMPANIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)




	For the six months ended
	June 30,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,848,922	)	$	(2,377,536	)
Adjustments to reconcile net loss from continuing operations
to net cash used in operating activities from continuing operations:
Shares issued for services		688,000			517,000
Depreciation		2,203			2,009
Shares issued for employment agreement		380,000			160,000
Shares issued for prepaid stock compensation		139,828			213,150
Amortization of website costs and software		11,433			9,766
Amortization of debt discount		5,515			-
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		34,388			13,602
(Increase) decrease in inventory		128,905			25,316
(Increase) decrease in prepaid expenses		14,830			13,945
(Increase) in other receivables		-			-
Increase in accounts payable		(77,455	)		(7,721	)
Increase in accounts payable - related party		973			(12,524	)
Increase in credit card		7,458			6,221
Increase in accrued salaries		17,886			-
Increase in accrued salaries - related party		32,739			5,803
Increase in accrued payroll taxes		2,754			(521	)
Increase in accrued interest payable - related party		2,018			88

Net cash used in operating activities		(457,447	)		(1,431,402	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase trademarks		(2,381	)		(3,250	)

Net cash used in investing activities		(2,381	)		(3,250	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable – related party		110,000			-
Proceeds from notes payable		-			200,000
Proceeds from notes payable - related party		75,000			233,000
Repayments of notes payable - related party		(78,000	)		(34,200	)
Proceeds from line of credit - related party		24,000			-
Repayments of line of credit - related party		(23,000	)		-
Proceeds from sale of common stock, net of offering costs		300,000			1,232,250
Proceeds from royalty payments		50,000			-

Net cash provided by financing activities		458,000			1,631,050


NET CHANGE IN CASH		(1,828	)		196,398

CASH AT BEGINNING OF THE PERIOD		3,618			40,446

CASH AT END OF THE PERIOD	$	1,790		$	236,844


SUPPLEMENTAL INFORMATION:
Interest paid	$	23,750		$	-

Non-cash investing and financing activities:
Shares issued for prepaid stock compensation	$	100,000		$	164,600

See accompanying notes to consolidated financial statements.

BOLLENTE COMPANIES INC.

~~(A DEVELOPMENT STAGE COMPANY)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for a fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the years ended December 31, ~~2013~~2015 and ~~2012~~2014 and notes thereto included in the Company’s 10-K annual report. The Company follows the same accounting policies in the preparation of interim reports.

The Company has not yet commenced significant operations and, in accordance with ASC Topic 915, the Company is considered a development stage company. Results of operations for the interim period are not indicative of annual results.

Principles of consolidation

The consolidated financial statements include the accounts of Bollente Companies, Inc. and its wholly owned subsidiaries. On May 16, 2010, the Company acquired 100% of the outstanding stock of Bollente, Inc. On the date of acquisition, Bollente, Inc. was 2.78% owned and controlled 100% by Robertson J. Orr, a majority shareholder and officer and director of Bollente Companies, Inc. and the acquisition was accounted for by means of a pooling of the entities from the date of inception of Bollente Companies, Inc. on March 7, 2008 because the entities were under common control. On ~~November 21, 2013,~~August 13, 2015, the Company formed a wholly owned subsidiary, ~~Nuvola,~~Bollente International, Inc. All significant inter-company transactions and balances have been eliminated.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value.

Website

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

BOLLENTE COMPANIES INC.

~~(A DEVELOPMENT STAGE COMPANY)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards. This eliminates accounting for share-based compensation transactions using intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award.

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earning per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earning per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Inventory

Inventories are stated at the lower of cost (average cost) or market (net realizable value).

Revenue recognition

The Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the sale of product upon shipment or delivery of the products to the customer. The Company also records the shipping income when the products are sent to the customer.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~March~~December 31, 2014. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash ~~prepaid expenses~~ and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market. Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

BOLLENTE COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (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.

~~BOLLENTE COMPANIES INC.~~

~~(A DEVELOPMENT STAGE COMPANY)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(UNAUDITED)~~

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

~~Reclassifications~~

Certain reclassifications have been made to the prior quarters’ financial statements to conform to the current quarter presentation. These reclassifications had no effect on previously reported results of operations. The Company reclassified payroll and compensation to its executive from general and administrative expense to executive compensation. The company also reclassified interest payable – related party to interest payable, as the loan holder is no longer considered a related party.

~~Recent pronouncements~~

~~The Company has evaluated recent accounting pronouncements through May 2014 and believes that none of them will have a material effect on the Company’s 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~~for the ~~period~~six months ended ~~March 31, 2014~~June 30, 2016 of ($~~8,442,167)~~19,649,101). 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 – ~~WEBSITE~~INVENTORY

~~Website consists~~Inventories consist of the following at:

March 31,
2014
December 31, 2013

Website $ 58,598 $ 58,598

Less: Accumulated amortization (3,255 ) -

Website, net $ 55,343 $ 58,598

	June 30, 2016		December 31, 2015

Raw materials	$	42,061	$	42,061
Finished goods		51,572		180,476

Total	$	93,632	$	222,537

~~Amortization expense for the three months ended March 31, 2014 and 2013 was $3,255 and $0, respectively.~~

BOLLENTE COMPANIES INC.

~~(A DEVELOPMENT STAGE COMPANY)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 4 – WEBSITE

Website consists of the following at:

	June 30, 2016			December 31, 2015

Website	$	58,598		$	58,598

Less: Accumulated amortization		(47,204	)		(37,438	)

Website, net	$	11,394		$	21,160

Amortization expense for the six months ended June 30, 2016 and 2015 was $9,766 and $9,766, respectively.

NOTE 5 – NOTES PAYABLE – RELATED PARTY

Notes payable consist of the following at:

March 31,
2014
December 31, 2013

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

Note payable with a shareholder, unsecured, 5% interest, due February 2015 361,087 500,000

Notes Payable – Current $ 361,537 $ 500,450

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

Line of credit – Current $ - $ 49,051

~~Interest expense for the three months ended March 31, 2014 and 2013 was $8,891 and $10,206, respectively.~~

~~NOTE 5 – NOTES PAYABLE~~

March 31,
2014
December 31, 2013
Note payable to an unrelated third party, unsecured, due May 2012, in default as of March 31, 2014 $ 3,000 $ 30,250

Unamortized debt discount - -

Notes Payable – Current $ 3,000 $ 30,250

~~During March 2014, the Company and the lender agreed to convert $12,250 of the principal balance into 12,250 shares of common stock. As of March 31, 2014, the shares have not been issued.~~

~~Interest expense, including the amortization of the debt discount and the amortization of the deferred financing cost for the three months ended March 31, 2014 and 2013 was $0 and $54, respectively.~~

	June 30, 2016		December 31, 2015

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

Note payable from a shareholder, secured, 12% interest, due May 2017		72,000		-

Note payable from a shareholder, secured, 12% interest, due March 2017		125,000		-

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

Note payable from a shareholder, secured, 12% interest, due June 2017		180,000		195,000

Notes Payable – Current	$	410,600	$	195,600

910

BOLLENTE COMPANIES INC.

~~(A DEVELOPMENT STAGE COMPANY)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	June 30, 2016		December 31, 2015
Note payable from a shareholder, secured, 12% interest, due March 2017	$	-	$	200,000

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

Notes payable – Long Term	$	-	$	233,000

Convertible notes payable, net of debt discount consist of the following:

	June 30, 2016		December 31, 2015
Note payable from a shareholder, secured, 12% interest, due May 2018	$	8,997	$	-

Note payable from a shareholder, secured, 12% interest, due May 2018		44,827		-

Note payable from a shareholder, secured, 12% interest, due June 2018		44,871		-

Convertible notes payable – Related Party – Long Term	$	98,695	$	-

Interest expense for the six months ended June 30, 2016 and 2015 was $32,332 and $8,268, respectively.

Issuance of Warrants

As of June 30, 2016, we issued warrants to purchase 110,000 shares of the Company’s common stock at an exercise price of $1.50 per share to three accredited investors in connection with 12% secured convertible promissory note financing. The warrants are exercisable at any time until five (5) years after the closing date. On August 2, 2016, the Company reduced the warrant exercise price of the warrant holders’ warrants from $1.50 to $1.00 per share. The warrants were issued pursuant to the exemption from registration afforded by Section 4(2) of the Securities Act of 1933 as a transaction by an issuer not involving any public offering.

BOLLENTE COMPANIES INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 6 – ROYALTY PAYMENTS

The Company has agreed to allow accredited investors the ability to receive a royalty on products sold in an effort to fund its distribution and marketing advances internationally by purchasing units. Each unit represents 0.625% royalty interest in the Gross Margin of product sold by Bollente International, Inc., costing $25,000 per unit. As of June 30, 2016, twenty-six units have been sold totaling $675,000. This amount is included in additional paid in capital since there is no obligation to repay the funds.

NOTE 67 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 10,000,000 shares of it $0.001 par value preferred stock and 100,000,000 shares of its $0.001 par value common stock.

On May 11, 2009, the Company effected a 10-for-1 forward stock split of its $0.001 par value common stock. On October 22, 2010, the Company effected a 1-for-50 reverse stock split of its $0.001 par value common stock.

~~All shares and per share amounts have been retroactively restated to reflect the split discussed above.~~

~~Common stock~~

~~During the three months ended March 31, 2014,~~June 29, 2016, the Company issued ~~a total of 1,428,999~~285,000 shares of common stock for cash received of ~~$1,428,999,~~$285,000, of which ~~$50,000~~$140,000 of the funds were received as of ~~December~~March 31, ~~2013~~2016 and recorded as stock payable. ~~Additionally $239,000 were received in cash under subscription, however the shares were not issued as of March 31, 2014 and accordingly recorded as a stock payable.~~

~~During the three months ended March 31, 2014,~~On June 29, 2016, the Company issued ~~40,000~~30,000 shares of common stock ~~for funds not yet received.~~

~~During~~of $30,000 earned by the ~~three months ended March 31, 2014, the Company recorded a stock payable totalling $65,000 for 65,000 shares of common stock owed to employees~~President of the Company as part of their employment ~~agreement. The shares were valued according to the fair value~~agreement, of ~~the common stock as of March 1, 2014. The shares were unissued~~which $30,000 was expensed as of March 31, ~~2014~~2016 and ~~are~~ recorded inas stock payable.

~~During the three months ended March 31, 2014,~~On June 29, 2016, the Company issued ~~200,000~~20,000 shares of common stock for ~~consulting services~~related to a note payable totaling ~~$200,000 to be performed over a period of two years. The shares were valued according to the fair value of the common stock.~~$20,000.

~~During the three months ended March 31, 2014,~~On June 29, 2016, the Company issued ~~68,911~~150,000 shares of common stock ~~for consulting services~~as a bonus to two consultants totaling ~~$68,911. The shares were valued according to the fair value of the common stock.~~$150,000.

~~During the three months ended March 31, 2014,~~On June 29, 2016, the Company ~~recorded a stock payable totalling $13,750 for 13,750~~issued 100,000 shares of common stock owed to ~~consultants~~an employee of the Company as part of their consulting agreement. The shares were valued according to the fair value of the common stock as of March 1, 2014. The shares were unissued as of March 31, 2014 and are recorded in stock payable.a bonus totaling $100,000.

~~During the three months ended March 31, 2014, the Company issued 12,250 shares of common stock in exchange for a settlement of debt for $12,250 with a related party.~~ ~~The shares were not yet issued as of March 31, 2014, as such these were treated as stock payable.~~ The related party is a shareholder of the Company. The principal amount of the debt was $15,250. Since the settlement of debt was with a related party, the Company treated this as a capital transaction and no gain on the debt settlement was recorded.

NOTE 78 – PREPAID STOCK COMPENSATION

During the ~~quarter~~six month ended ~~September~~June 30, ~~2013,~~2016, the Company issued a total of ~~1,065,000~~100,000 shares of common stock as part of a consulting agreement totaling ~~$2,176,000. The shares were valued according to the fair value of the common stock.~~$100,000. The value of the shares was recorded as prepaid expense and is being amortized over ~~6 months to one year~~three years which is the related service period of the ~~respective~~ agreement.

For the ~~three~~six months ended ~~March 31, 2014,~~June 30, 2016, the Company expensed ~~$795,395~~$339,828 as professional fees with a remaining prepaid ~~expense~~stock compensation amount totaling ~~$394,162~~$166,389 at ~~March 31, 2014.~~June 30, 2016.

1012

BOLLENTE COMPANIES INC.

~~(A DEVELOPMENT STAGE COMPANY)~~

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE ~~7 – PREPAID STOCK COMPENSATION (CONTINUED)~~

During the quarter ended December 31, 2013, the Company issued a total of 15,000 shares of common stock as part of a consulting agreement totaling $45,850. The shares were valued according to the fair value of the common stock. The value of the shares was recorded as prepaid expense and is being amortized over one year which is the related service period of the respective agreement. For the three months ended March 31, 2014, the Company expensed $11,463 as professional fees with a remaining prepaid expense amount totaling $27,181 at March 31, 2014.

During the quarter ended March 31, 2014, the Company issued a total of 200,000 shares of common stock as part of two consulting agreements totaling $200,000. The shares were valued according to the fair value of the common stock. The value of the shares was recorded as prepaid expense and is being amortized over one year which is the related service period of the respective agreements. For the three months ended March 31, 2014, the Company expensed $8,333 as professional fees with a remaining prepaid expense amount totaling $191,667 at March 31, 2014.

~~NOTE 8~~9 – AGREEMENTS

Lease agreement

In January ~~2014,~~2015, the Company executed a sublease agreement with Perigon Companies, LLC, a related party. The lease term is one year at a rate of ~~$3,500~~$4,000 per ~~month.~~month with an option to continue on a month to month basis. The Company paid a refundable security deposit of $1,500.

In January 2015, the Company executed a sublease agreement with Templar Asset Group, LLC, a related party. The lease term is one year at a rate of $2,800 per month with an option to continue on a month to month basis. The Company was not required to pay a security deposit.

Rent expense for the ~~three~~six months ended ~~March 31, 2014~~June 30, 2016 and ~~2013~~2015 was ~~$10,500~~$40,800 and ~~$10,500,~~$45,077, respectively.

~~Employment agreement~~

Effective January 2014, the Company executed a two year employment agreement with the Vice President of Sales. The individual will receive annual compensation of $125,000 per year. The individual will earn a bonus of $40,000 when the Company sells and receives payment for 1,500 tankless hot water systems during the twelve months ended January 31, 2015. The individual will earn a bonus of $40,000 when the Company sells and receives payment for 3,000 tankless hot water systems during the twelve months ended January 31, 2016. The individual is also eligible for a commission equal to 2% of gross sales of tankless hot water systems.

~~Additionally, there were 5,000 shares due upon execution of the agreement, 5,000 shares due on July 15, 2014, 5,000 shares due on February 1, 2015, and 5,000 shares due on July 1, 2015.~~

Effective March 1, 2014, the Company executed an employment agreement with the President of the Company. The officer will receive annual compensation of $75,000, paid $6,250 per month. The officer can choose to receive the compensation in cash or in shares of common stock at $1 per share. Additionally, the Company will issue 60,000 shares of common stock upon execution of the agreement and 30,000 shares of common stock per quarter starting from the three months ended May 31, 2014.

NOTE 910 – SUBSEQUENT EVENTS

In ~~May 2014,~~August 2016, the Company sold 25,000 shares of common stock to an investor for cash totaling $25,000 and is recorded to stock payable. As of the date of this filing, the shares have not been issued and are recorded to stock payable.

On August 2, 2016, the Company executed a ~~software~~convertible promissory note with a related party for up to $1,000,000. The secured note bears interest at 12% per annum and ~~services license agreement stating that~~is due in 120 days after delivery of a Notice of Payment or August 1, 2018. This note is convertible at $0.25 per share and can be converted on or before the ~~Company would pay a monthly fee based on unit usage~~maturity date. As of ~~cloud diagnostic software.~~the date of this filing, $350,000 has been received.

~~During April 2014, the Company issued 229,000 shares towards stock payable, funds were paid during the three months ended March 31, 2014 totalling $229,000.~~

Issuance of Warrants

~~During April 2014, the Company~~On August 2, 2016, we issued ~~1,112,250~~warrants to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $1.00 per share to one accredited investor in ~~exchange for a settlement of debt totaling $287,250, $12,250 were recorded as stock payable as of March 31, 2014.~~

~~During April 2014, the Company issued 80,000 shares under employee contracts.~~connection with loan agreement and security agreement dated August 2, 2016. The ~~shares were recorded as stock payable~~warrants are exercisable in whole or in part at ~~$109,850 as of March 31, 2014. Additionally 275,000 shares~~any time or from time to time on or after August 2, 2016 and until August 1, 2021. The warrants were issued pursuant to the exemption from registration afforded by Section 4(2) of the Securities Act of 1933 as a transaction by an ~~employee under a new employment agreement valued at $275,000.~~issuer not involving any public offering.

~~During April 2014, the Company issued 480,000 shares of common stock for services totaling $480,000. $13,750 were recorded as stock payable as of March 31, 2014.~~

~~During May 2014, the Company issued 395,000 shares of common stock for cash totaling $395,000 under new subscription agreement at $1 per share.~~

1113

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This Quarterly Report on Form 10-Q contains forward-looking statements. Any statements contained herein that are not historical fact may deemed to be forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions identify some of the forward-looking statements. Forward-looking statements are not guarantees of performance or future results and involve risks, uncertainties and assumptions. These statements include, 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;

as well as other statements regarding our future operations, financial condition and prospects, and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

References in the following discussion and throughout this Quarterly Report to “we”, “our”, “us”, “BOLC”, “Bollente”, “the Company”, and similar terms refer to Bollente Companies Inc. unless otherwise expressly stated or the context otherwise requires.

AVAILABLE INFORMATION

We file annual, quarterly and other reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC's website at www.sec.gov or on our website at www.bollentecompanies.com. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt to of a written request to us at Bollente Companies, Inc., 8800 N. Gainey Dr., Suite 270, Scottsdale, Arizona 85258.

~~OVERVIEW AND OUTLOOK~~General

Bollente Companies Inc. ~~is a development stage company~~was incorporated in the state of Nevada on March 7, 2008. ~~On September 23, 2010, we changed our name from Alcantara Brands Corporation to Bollente Companies Inc.~~

~~On March 7, 2011, we entered into a reverse triangular merger (the “Merger”) by~~The Company is headquartered in Scottsdale, Arizona and ~~among Woodmans Lumber and Millworks Peru (“Woodmans”), a Nevada corporation and our~~currently operates through its wholly-owned subsidiary, ~~and~~ Bollente, Inc., a Nevada corporation Woodmans and Bollente, Inc. being the constituent entities in the Merger. On May 16, 2011, we completed the acquisition of 100% of the issued and outstanding common stock of Bollente, Inc. in exchange for 4,707,727 shares of our common stock. Pursuant to the terms of the Merger, Woodmans was merged with Bollente, Inc. wherein Woodmans ceased to exist and Bollente, Inc. became our wholly owned subsidiary.incorporated on December 3, 2009.

AsBollente manufactures and sells a ~~result of the closing of the Merger, our main focus was redirected to the research and development of~~ high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products.

On ~~November 21, 2013,~~August 13, 2015, we formed ~~Nuvola,~~a wholly-owned subsidiary, Bollente International, Inc. (“~~Nuvola”~~Bollente International”), ~~a Nevada corporation, as a wholly owned subsidiary~~to begin international manufacturing and sales expansion for our trutankless® line of the Company. Nuvola will serve as the next-generation home automation and intelligence division of the Bollente portfolio and will work in conjunction with other portfolio companies to provide technical integration, innovation and ongoing revenue streams after the sale of the individual product. As a B2B technology solutions service, Nuvola will provide cloud-based technology, diagnostics, lead generation and fulfillment to installers and service providers of smart home products and appliances.water hearters.

~~On January 28, 2014,~~Bollente International has partnered with international manufacturing firm to increase production and efficiently handle distribution to customers in the ~~Board~~United Kingdom and throughout Europe, Asia, Dubai, Australia and New Zealand. We have begun the testing and certification process for several international standards, demonstrating that the product complies with the essential requirements of ~~Directors approved moving forward with plans~~European health, safety and environmental protection legislation and opening the gate for future sales to ~~spin-off Nuvola, Inc.~~more than 30 European countries.

~~Business of Issuer~~Products

On February 24, 2011, Bollente, Inc. accepted an assignment of an engineering services contract from Perigon Companies, LLC, a Delaware limited liability company (“Perigon”), 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 stockholders of the Company. Bollente agreed to accept the assignment for a promissory note of $500,000. The promissory note was 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 18% per annum. In February 2014, the Company and the lender agreed to extend the due date of the loan for $500,000 for an additional year and will be due in February 2015.Trutankless®

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 have been tested and prototype work is nearly completed on the primary line of tankless water heating products. We anticipate development work on the 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 contract manufacturer, who will begin full-scale production at which point we will be able to commence shipments.

We ~~are committed to manufacturing~~manufacture and ~~distributing~~distribute trutankless® water heaters, a line of new, high-quality, highly efficient electric tankless water ~~heater that will exceed American consumer performance expectations for large quantities of~~heaters. Our trutankless® water heaters are engineered to outperform and outlast both its tank and tankless predecessors in energy efficiency, output, and durability. It provides endless hot water on demand for a whole household and ~~delivery of hot water at consistent temperatures~~it also integrates with ~~an affordable, durable and reliable design.~~home automation systems. We have several features and design innovations which are new to the electric tankless water heater market that we believe will give our products a sustainable competitive advantage over our rivals in the market.

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

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

Our trutankless® water heaters were officially launched in the first quarter of 2014 and is sold throughout the wholesale plumbing distribution channel. We began generating revenue in the first quarter of 2014. As of the fiscal year ended December 31, 2014, we generated $238,912 in revenue. As of the fiscal year ended December 31, 2015, we generated $265,504 in revenue. As of the three months ended June 30, 2016, we generated $66,278 in revenue.

In July of 2014, we launched MYtankless, a customizable online control panel for our trutankless® line of smart electric water heaters. From the dashboard, residential and commercial ~~use. Companies that sell gas tankless brands~~users can obtain real-time status reports, adjust unit temperature settings, view up to three years of water usage data, and change notification settings from anywhere in the ~~U.S. are usually sourced from Japanese suppliers, such as Noritz, Rinnai, Takagi, and Paloma, none of which manufacture~~world, using a computer 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 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 due to many technical and market factors which we feel are addressed by our innovative products and marketing plan. 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 are being engineered to provide quality, functionality, and performanceweb-enabled smart device at an attractive price point. The company expects to sell primarily through traditional plumbing wholesale distribution channels, as well as directly to national homebuilders and large plumbing wholesalers. Additionally, we believe licensing and co-branding opportunities are available in the industry.

~~Introduction to our Business Development Strategy~~

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

~~We have identified several agents who are well suited~~Additionally, service professionals can also use the dashboard to ~~provide consulting~~monitor system status on every unit they install, allowing them to high-growth technology and consumer products companies. We are currently negotiating with several agents possessing technical expertise related to planning, structuring, and capitalizing growth companies in the green and "clean-tech" sectors who will be tasked with creating additional revenues and assist the Company with our own planning, structure, and capitalization.

~~We have identified several entities that fit our criteria. We are focused on adding value to these companies and acquiring either the entity~~proactively contact their customers if a service 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 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.warranty appointment is needed.

Our ~~plans are to actively pursue patent and trademark protection for all of newly developed products, both domestically and abroad. We have novel and proprietary technologies related to our product line~~primary markets, Florida, Texas, Arizona, and the ~~central focus~~rest of ~~our patent counsel has been to work with our engineers to build a defensible patent portfolio.~~

~~To date, we have filed and received a United States federal trademark registration for trutankless® and our logo design with~~ the ~~help~~Sunbelt region are centers of our outside marketing and branding experts and have acquired several unique domain registrations reflective of our online marketing strategy (www.bollentecompanies.com). During the year ended December 31, 2013, our patent agent filed ta provisional patent with the US Patent and Trademark Office with 37 claims based on our prototype design. Upon completion of our engineered prototype, we expect to file additional patents with additional claims. There is no guarantee that we will be able to obtain a formal patent for our tankless water heater. We will continue to protect our intellectual property 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 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 Rheem by Paloma. The U.S. electric tankless, whole-house, water heater market is dominated by four brands; Seisco by Microtherm, Inc., Stiebel Eltron, Eemax and Power Star by Bosch. Until just a few years ago, there were only a few tankless water heater manufacturers with a presence in the United States, but that is changing. Now, several Japanese and European manufacturers have begun marketing products in the United States, and since 2003, gas tankless products have experienced dramatic growth. Electric tankless systems have not experienced comparable growth due to several factors, primarily product performance, capacity, product quality and electrical power supply and installation issues.

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

While we believe that our products will have superior performance, such as endless hot water, superior longevity, greater efficiency and lower “life-cycle” costs than traditional tank water heaters, the Company’s success will depend to a large degree on the successful conversion of traditional water heater buyers to tankless water heater buyers. The acquisition price of tankless water heaters (both gas and electric) is greater than traditional tank water heaters, but the overall cost of ownership will be less than that of traditional tank technologies under typical circumstances. Although the public’s awareness of tankless systems has not been strong historically, sales growth in the ~~sector is suggestive~~U.S. construction industry with green building at an all-time high, and an unprecedented appliance replacement cycle. We intend to take advantage of ~~increasing awareness.~~these powerful macro-economic trends.

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.~~

Industry Recognition and Awards

~~Electric tankless water heaters have additional benefits over gas powered models because they can be installed almost anywhere~~Bollente’s trutankless® received the Best of IBS 2014 Award for Best Home Technology Product from the National Association of Home Builders (NAHB) at this year’s International Builders Show (IBS) in ~~a home (closets, attics, utility rooms, etc.) where hot water~~Las Vegas. The IBS is ~~needed which improves flexibility of floor plan design for builders, architects,~~produced by NAHB and ~~remodelers. In addition, gas tankless water heaters may not be suitable for many applications due to challenges with adequate fuel supply,~~is the ~~need for exhaust vents with specific requirements,~~largest annual light construction show in the world - featuring more than 1,100 exhibitors and ~~other code-related requirements. In spite of these issues, gas tankless water heaters have enjoyed significant growth in North America because~~attracting 75,000 attendees including high level decision makers from some of the ~~efficiency and performance they provide.~~

~~Distribution Plan~~

~~Initially, we will be distributing our first product line throughout~~largest home builders in the ~~southern and western U.S. using an existing network of~~world as well as 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~~HVAC professionals from top outfits in 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.~~markets.

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

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

truCirc

truCirc is a high-tech, smart-home water circulation pump. The energy reducing, water-saving truCirc can be used as a standalone product or with our multi-award winning trutankless® electric tankless water heater. truCirc represents the next step in our mission to pioneer forward-thinking technology that changes the way people think about hot water.

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

Our new product, truCirc, was unveiled on January 20, 2015 at the ~~following channels:~~2015 International Builders’ Show in Las Vegas.

Vero

On April 16, 2015, we announced the release of Vero, our new line of electric tankless water heaters geared towards budget-driven customers. Vero boasts the same water heating performance, durability and space savings of our flagship tankless water heater.

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~~

Currently, we have three part-time employees, including Robertson James Orr, who is also our sole officer and director. We are using and will continue to use independent consultants and contractors to perform various professional services. We believe that this use of third-party service providers may enhance our ability to contain operating and general expenses, and capital costs.

RESULTS OF OPERATIONS

Results of Operations for the three months ended June 30, 2016 compared with the three months ended June 30, 2015.

Revenues

In the three months ended June 30, 2016, we generated $66,278 in revenues, as compared to $51,803 in revenues in the prior year. The $14,475, or 28%, increase for the three months ended June 30, 2016 was due to higher volumes of units sold.

Cost of Goods

In the three months ended ~~March 31, 2014 we generated $18,026 in revenues,~~June 30, 2016, cost of goods was $52,332, as compared to ~~$0 revenues~~$84,532 in the ~~prior year. Cost~~three months ended June 30, 2015. The $32,200, or 38%, decrease in cost of goods ~~sold~~for the three months ended June 30, 2016 was ~~$53,850, as compared~~primarily attributable to $0a decrease in cost of products.

Gross Profit

Our gross profit increased $46,675, or approximately 143%, to $13,946 for the ~~prior year.~~three months ended June 30, 2016 from ($32,729) for the three months ended June 30, 2015. This increase in gross profit was primarily attributable to a substantial decrease in cost of products sold.

Expenses

Operating expenses totaled ~~$1,919,066~~$797,962 during the three months ended ~~March 31, 2014~~June 30, 2016 as compared to ~~$498,795~~$1,325,635 in the prior year. In the three month period ended ~~March 31, 2014,~~June 30, 2016, our expenses primarily consisted of General and Administrative of ~~$290,913,~~$390,466, Executive Compensation of ~~$68,250,~~$17,250, Research and Development of ~~$331,530,~~$1,618, and Professional fees of ~~$1,228,373.~~$388,628.

General and administrative fees ~~increased $279,683, from~~decreased $26,595, or approximately 6% to $390,466 for the three months ended ~~March 31, 2013 to~~June 30, 2016 from $417,061 for the three months ended ~~March 31, 2014.~~June 30, 2015. This ~~increase~~decrease was primarily due to ~~an increase~~a decrease in ~~rent expense.~~wages and marketing.

Executive Compensation ~~increased $38,979 from~~decreased $35,400, or approximately 67% to $17,250 for the three months ended ~~March 31, 2013 to~~June 30, 2016 from $52,650 for the three months ended ~~March 31, 2014.~~June 30, 2015. Executive Compensation ~~increased~~decreased due to ~~an increase~~a decrease in cash and stock based compensation to the President of the Company.

Research and development ~~expenses totaled $331,530 during~~decreased $145,419, or approximately 99% to $1,618 for the three months ended ~~March 31, 2014 as compared to $103,080 during~~June 30, 2016 from $147,037 for the three months ended ~~March 31, 2013.~~June 30, 2015. This ~~increase~~decrease is attributed primarily to the Company spending ~~more~~less towards developing its technology.

Professional fees increased $873,159 from the three months ended March 31, 2013 to the three months ended March 31, 2014. Professional fees increased due to an increase in legal and accounting fees associated with public company filings and the amortization of the prepaid stock compensation.

Professional fees decreased $388,628, or approximately 45% to $388,628 for the three months ended June 30, 2016 from $708,887 for the three months ended June 30, 2015. Professional fees decreased due to a decrease in consulting fee associated with business development.

Other Income

Other income increased $9,946 to $11,993 in the three months ended June 30, 2016 from $2,047 in the three months ended June 30, 2015. The increase was the result of a rebate received.

Other Expenses

Interest expense – related party ~~decreased $1,515~~increased $9,598 to ~~$8,691~~$15,779 in the three months ended ~~March 31, 2014~~June 30, 2016 from ~~$10,206 for~~$6,181 in the three months ended ~~March 31, 2013.~~June 30, 2015. The ~~decrease~~increase was the result of ~~a decrease~~an increase in notes payable – related party with interest ~~accruals.~~accruals and the cost of the fair value of warrants.

Interest expense increased ~~$61~~$163 to ~~$200~~$284 in the three months ended ~~March 31, 2014~~June 30, 2016 from ~~$139 for~~$121 in the three months ended ~~March 31, 2013.~~June 30, 2015. The increase was the result of an increase in interest accruals from note payables.

Net Loss

In the three months ended ~~March 31, 2014,~~June 30, 2016, we generated a net loss of ~~$1,963,781, an increase~~$788,086, a decrease of ~~$1,454,641~~$574,542 from ~~$509,140~~$1,362,628 for the three months ended ~~March 31, 2013.~~June 30, 2015. This decrease was attributable to decreased consulting fees associated with business development and the Company spending less towards developing its technology.

Results of Operations for the six months ended June 30, 2016 compared with the six months ended June 30, 2015.

Revenues

In the six months ended June 30, 2016, we generated $181,802 in revenues, as compared to $112,707 in revenues in the prior year. The $69,095, or 61%, increase for the six months ended June 30, 2016 was due to higher volumes of units sold.

Cost of Goods

In the six months ended June 30, 2016, cost of goods was $151,475, as compared to $163,465 in the six months ended June 30, 2015. The $11,990, or 7%, decrease in cost of goods for the six months ended June 30, 2016 was primarily attributable to a decrease in cost of products.

Gross Profit

Our gross profit increased $81,085, or approximately 159%, to $30,327 for the six months ended June 30, 2016 from ($50,758) for the six months ended June 30, 2015. This increase in gross profit was primarily attributable to a substantial decrease in cost of products sold.

Expenses

Operating expenses totaled $1,859,103 during the six months ended June 30, 2016 as compared to $2,320,548 in the prior year. In the six month period ended June 30, 2016, our expenses primarily consisted of General and Administrative of $835,820, Executive Compensation of $66,000, Research and Development of $2,549, and Professional fees of $954,734.

General and administrative fees increased $101,159, or approximately 14% to $835,820 for the six months ended June 30, 2016 from $734,661 for the six months ended June 30, 2015. This increase was primarily due to an increase in wages and marketing in the first quarter of 2016.

Executive Compensation decreased $95,400, or approximately 59% to $66,000 for the six months ended June 30, 2016 from $161,400 for the six months ended June 30, 2015. Executive Compensation decreased due to a decrease in cash and stock based compensation to the President of the Company.

Research and development decreased $269,246, or approximately 99% to $2,549 for the six months ended June 30, 2016 from $271,795 for the six months ended June 30, 2015. This decrease is attributed primarily to the Company spending less towards developing its technology.

Professional fees decreased $197,958, or approximately 17% to $954,734 for the six months ended June 30, 2016 from $1,152,692 for the six months ended June 30, 2015. Professional fees decreased due to a decrease in consulting fees associated with business development.

Other Income

Other income increased $10,139 to $12,186 in the six months ended June 30, 2016 from $2,047 in the six months ended June 30, 2015. The increase was the result of a rebate received.

Other Expenses

Interest expense – related party increased $23,135 to $31,282 in the six months ended June 30, 2016 from $8,147 in the six months ended June 30, 2015. The increase was the result of an increase in notes payable – related party with interest accruals and the cost of the fair value of warrants.

Interest expense increased $929 to $1,050 in the six months ended June 30, 2016 from $121 in the six months ended June 30, 2015. The increase was the result of an increase in interest accruals from note payables.

Net Loss

In the six months ended June 30, 2016, we generated a net loss of $1,848,922, a decrease of $528,614 from $2,377,536 for the six months ended June 30, 2015. This decrease was attributable ~~to increased accounting~~decreased consulting fees associated with business development and ~~legal fees as well as professional fees from share based consulting contracts.~~the Company spending less towards developing its technolog.

Going Concern

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

Liquidity and Capital Resources

At June 30, 2016, we had an accumulated deficit of $19,649,101. Primarily because of our history of operating losses and our recording of note payables, we have a working capital deficiency of $658,343 at June 30, 2016. Losses have been funded primarily through issuance of common stock and borrowings from our stockholders and third-party debt. As of ~~March 31, 2014,~~June 30, 2016, we had ~~$325,589~~$1,790 in cash, ~~$17,068~~$38,145 in accounts receivable, ~~$214,845~~$93,633 in inventory, $191,056 in prepaid expenses and ~~$521,343~~$110,833 in prepaid stock compensation. We used net cash in operating activities of $457,447 for the six months ended June 30, 2016.

Debt Financing

Secured Convertible Note and Warrant Financing

As of June 30, 2016, we issued $110,000 of principal amount of 12% secured convertible promissory notes and warrants to purchase our common stock. The aggregate gross proceeds from the sale of the notes and warrants were $110,000. The notes are due between April and June 2018 and bear interest of twelve percent (12%). The notes are secured by all of the Company’s assets. The outstanding principal amounts and accrued but unpaid interest of the notes are convertible at any time at the option of the holder into common stock at a conversion price of $1.00 per share . The notes were issued with warrants to purchase up to 110,000 shares of the Company’s common stock at an exercise price of $1.50 per share. The warrants are exercisable at any time. The warrants are exercisable until five (5) years after the closing date. The warrants were issued pursuant to the exemption from registration afforded by Section 4(2) of the Securities Act of 1933 as a transaction by an issuer not involving any public offering.

On August 2, 2016, the above mentioned note holders entered into a subordination agreement, wherein the note holders agreed that the security interest granted to the note holders is now subordinated and made subsequent to the security interest granted to Built-Right Holdings, LLC, as mentioned below. In order to induce the note holders to permit and allow their security interest to be subordinated, the Company reduced the note holders’ warrant exercise price of the note holders’ warrants from $1.50 to $1.00 as evidenced in the executed addendums to warrant agreements.

Secured Loan Agreement and Warrant Agreement

On August 2, 2016, we entered into a Loan Agreement and Security Agreement (“Loan Agreement”) with Built-Right Holdings, LLC, an Arizona limited liability company (“Lender”). The Manager of Built-Right Holdings, LLC is 4C Management, Inc., whose Vice President is Rod Cullum, a consultant and shareholder of the Company. Pursuant to the Loan Agreement, Lender agreed to lend the Company $1 Million (the “Loan”). The Loan, which is evidenced by the Company’s Convertible Promissory Note dated August 2, 2016 (the “Note”), bears interest at the rate of twelve percent (12%) per annum and is due August 1, 2018. The Note is secured by a first priority security interest on all of the Company’s assets. The outstanding principal amount and accrued but unpaid interest of the Loan is convertible at any time at the option of the Lender into common stock at a conversion price of $0.25 per share. As of the date of this filing $350,000 has been received.

As an inducement to Lender to provide the Loan, the Company issued to Lender warrants (the “Warrants”) to purchase 1,000,000 shares of the Company’s common stock (the “Shares”) at an exercise price of $1.00 per share. The Warrants are exercisable in whole or in part at any time or from time to time on or after August 2, 2016 and until August 1, 2021. The Warrants were issued pursuant to the exemption from registration afforded by Section 4(2) of the Securities Act of 1933 as a transaction by an issuer not involving any public offering.

Cash Flows from Operating, Investing and Financing Activites

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

The following table sets forth a summary of our cash flows for the ~~three~~six months ended ~~March 31, 2014~~June 30, 2016 and ~~2013:~~2015:

	Three months ended March 31,						Six months ended June 30,
	2014			2013			2016	2015
Net cash used in operating activities	$	(1,070,952	)	$	(14,252	)	$ (457,447)	$ (1,431,402)
Net cash used in investing activities		(12,323	)		-		(2,381)	(3,250)
Net cash provided by financing activities		1,404,535			10,500		458,000	1,631,050
Net increase/(decrease) in Cash		321,260			(3,752	)	(1,828)	196,398
Cash, beginning		4,329			3,872		3,618	40,446
Cash, ending	$	325,589		$	120		$1,790	$236,844

Operating activities

- Net cash used in operating activities was ~~$1,070,952~~$457,447 for the ~~period~~six months ended ~~March 31, 2014,~~June 30, 2016, as compared to ~~$14,252~~$1,431,402 used in operating activities for the same period in ~~2013.~~2015. The ~~increase~~decrease in net cash used in operating activities was primarily due to ~~an increase legal, accounting,~~a higher volume of units sold and decrease in research and development and consulting contract cost.

~~Investing activities~~

Investing activities - Net cash used in investing activities was ~~$12,323~~$2,381 for the ~~period~~six months ended ~~March 31, 2014,~~June 30, 2016, as compared to $0$3,250 used in investing activities for the same period in ~~2013.~~2015. The decrease in net cash used in investing activities ~~for the current period~~ was primarily due to a reduction in the purchase of ~~computer equipment.~~trademarks.

Financing activities

- Net cash provided by financing activities for the ~~period~~six months ended ~~March 31, 2014~~June 30, 2016 was ~~$1,404,535,~~$458,000, as compared to ~~$10,500~~$1,631,050 for the same period of ~~2013.~~2015. The ~~increase~~decrease of net cash provided by financing activities was mainly attributable ~~more~~to less equity ~~financing net of repayment of related party liabilities.~~financing.

Ongoing Funding Requirements

As of ~~March 31, 2014,~~June 30, 2016, we continue to use traditional and/or debt financing to provide the capital we need to run the business. It is possible that we may need additional funding to enable us to fund our operating expenses and capital expenditures requirements.

~~Since inception,~~

Until such time, if ever, as we ~~have financed~~can generate substantial product revenues, we intend to finance our cash ~~flow requirements~~needs through ~~issuance~~a combination of ~~common stock~~equity offerings, debt financings, collaborations, strategic alliances and debt financing. As we expand our activities, we may, and most likely will, continue to experience net negative cash flows from operations, pending receipt of product sales. Additionally, we anticipate obtaining additional financing to fund operations through common stock offerings, to the extent available, or to obtain additional financing to the extent necessary to augment our working capital. In the future we need to generate sufficient revenues from product sales in order to eliminate or reduce the need to sell additional stock or obtain additional loans. There can be no assurance we will be successful in raising the necessary funds to execute our business plan.

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.licensing arrangements. There can be no assurance that weany of those sources of funding will be ~~successful in addressing such risks,~~available when needed on acceptable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of existing stockholders will be diluted, and the ~~failure~~terms of these securities may include liquidation or other preferences that adversely affect the rights of existing stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to ~~do so can~~take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have ~~a material adverse effect~~to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or relationships with third parties when needed or on acceptable terms, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts; abandon our business ~~prospects, financial condition~~strategy of growth through acquisitions; or grant rights to develop and ~~results of operations.~~market product candidates that we would otherwise prefer to develop and market ourselves.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

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

Item 3. Quantitative and Qualitative Disclosure About Market Risk

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

Item ~~4T.~~4. Controls and Procedures

Evaluation of ~~Disclosure Controls and Procedures~~

~~Our Chief Executive Officer and Chief Financial Officer, Robertson J. Orr, evaluated the effectiveness of our~~ disclosure controls and procedures ~~(as defined in~~

As required by Rule ~~13a-15(e)~~13a-15 under the Exchange ~~Act)~~Act, as of the end of the ~~period covered by this Report. Based on that~~Company’s last fiscal quarter, the Company carried out an evaluation of the effectiveness of the design and ~~assessment, Mr. Orr~~operation of the Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company’s current management, including the Company’s Chief Executive Officer and Principal Financial Officer (Principal Financial and Accounting Officer), who concluded that ~~our~~the Company’s disclosure controls and procedures are ~~not~~effective.

Disclosure controls and procedures are controls and other procedures that are designed ~~at a reasonable assurance level and are not effective~~ to ~~provide reasonable assurance~~ensure that information ~~we are~~ required to ~~disclose~~be disclosed in the Company reports ~~that we file~~filed or ~~submit~~submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and ~~forms,~~forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that ~~such~~ information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to ~~our~~ management, including ~~our chief executive officer~~the Company’s Chief Executive Officer and ~~principal financial officer, or persons performing similar functions,~~Principal Financial Officer (Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.

Changes in ~~Internal Control Over Financial Reporting~~internal control over financial reporting

~~There were~~Management reviews the Company’s system of internal control over financial reporting and makes changes to the Company’s processes and systems to improve controls and increase efficiency, while ensuring that the Company maintains an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities and migrating processes.

During the Company’s last fiscal quarter, there was no ~~changes~~change in ~~our~~the Company’s internal control over financial reporting that ~~occurred during our most recent fiscal quarter that have~~has materially affected, or is reasonably likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

Item 1A. Risk Factors

The risk factors listed in our ~~2013~~2015 Form 10-K, ~~on pages 10 to 16,~~ filed with the Securities Exchange Commission on ~~April 14, 2014,~~May 9, 2016, are hereby incorporated by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

~~Stock Issuances~~

~~During the three months ended March 31, 2014,~~On June 29, 2016, the Company issued ~~a total of 1,428,999~~285,000 shares of common stock for cash received of ~~$1,428,999,~~$285,000, of which ~~$50,000~~$140,000 of the funds were received as of ~~December~~March 31, ~~2013~~2016 and recorded as stock payable. ~~Additionally $239,000 were received in cash under subscription, however~~

On June 29, 2016, the Company issued 30,000 shares ~~were not issued~~of common stock of $30,000 earned by the President of the Company as part of his employment agreement, of which $30,000 was expensed as of March 31, ~~2014~~2016 and ~~accordingly~~ recorded as a stock payable.

~~During~~On June 29, 2016, the ~~three months ended March 31, 2014, we~~Company issued ~~40,000~~20,000 shares of common stock for ~~funds not yet received.~~related to a note payable totaling $20,000.

~~During~~On June 29, 2016, the ~~three months ended March 31, 2014, we recorded~~Company issued 150,000 shares of common stock as a ~~stock payable~~bonus to two consultants totaling ~~$80,000 for 80,000~~$150,000.

On June 29, 2016, the Company issued 100,000 shares of common stock owed to ~~employees~~an employee of the Company as part of their employment agreement. The shares were valued according to the fair value of the common stock as of March 1, 2014. The shares were unissued as of March 31, 2014 and are recorded in stock payable.a bonus totaling $100,000.

Subsequent Issuance

~~During~~In August 2016, the ~~three months ended March 31, 2014, we issued 200,000~~Company sold 25,000 shares of common stock to an investor for ~~consulting services~~cash totaling ~~$200,000~~$25,000 and is recorded to ~~be performed over a period of two years. The shares were valued according to the fair value~~stock payable. As of the ~~common stock.~~

~~During~~date of this filing, the ~~three months ended March 31, 2014, we~~shares have not been issued ~~68,911 shares of common stock for consulting services totaling $68,911. The shares were valued according to the fair value of the common stock.~~

During the three months ended March 31, 2014, we recorded a stock payable totaling $13,750 for 13,750 shares of common stock owed to consultants of the Company as part of their consulting agreement. The shares were valued according to the fair value of the common stock as of March 1, 2014. The shares were unissued as of March 31, 2014 and are recorded into stock payable.

During the three months ended March 31, 2014, we issued 12,250 shares of common stock in exchange for a settlement of debt for $12,250 with a related party. The related party is a shareholder of the Company. The principal amount of the debt was $15,250. Since the settlement of debt was with a related party, we treated this as a capital transaction and no gain on the debt settlement was recorded.

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

~~Subsequent Sales & Issuances of Unregistered Securities~~

~~During April 2014, we issued 229,000 shares towards stock payable; funds were paid during the three months ended March 31, 2014 totaling $229,000.~~

~~During April 2014, we issued 1,112,250 shares of common stock in exchange for a settlement of debt totaling $287,250.~~

During April 2014, the Company issued 80,000 shares under employee contracts. The shares were recorded as stock payable at $109,850 as of March 31, 2014. Additionally 275,000 shares were issued to an employee under a new employment agreement valued at $275,000.

2226

~~During April 2014,~~We believe that the above issuances and sale of the securities 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. The securities were sold directly by us and did not involve a public offering or general solicitation. The recipients of the securities were afforded an opportunity for effective access to files and records of the Registrant that contained the relevant information needed to make their investment decision, including the financial statements and 34 Act reports. We reasonably believed that the recipients, immediately prior to the sale of the securities, were accredited investors and had such knowledge and experience in our financial and business matters that they were capable of evaluating the merits and risks of their investment. The management of the recipients had the opportunity to speak with our management on several occasions prior to their investment decision. There were no commissions paid on the issuance and sale of the securities.

Issuance of Warrants

As of June 30, 2016, we issued ~~480,000~~warrants to purchase 110,000 shares of the Company’s common stock ~~for services totaling $480,000.~~

~~During May 2014, we~~at an exercise price of $1.50 per share to three accredited investors in connection with 12% secured convertible promissory note financing. The warrants are exercisable at any time until five (5) years after the closing date. On August 2, 2016, the Company reduced the warrant exercise price of the warrant holders’ warrants from $1.50 to $1.00 per share. The warrants were issued ~~395,000 shares of common stock for cash totaling $395,000.~~

~~We made the above common stock issuance in reliance upon~~pursuant to the exemption from registration ~~under~~afforded by Section 4(2) of the Securities Act ~~for private offerings~~of 1933 as a transaction by an issuer not involving any public offering.

On August 2, 2016, we issued warrants to purchase 1,000,000 shares of the Company’s common stock at an exercise price of $1.00 per share to one accredited investor in connection with loan agreement and security agreement dated August 2, 2016. The warrants are exercisable in whole or in part at any time or from time to time on or after August 2, 2016 and until August 1, 2021. The warrants were issued pursuant to the exemption from registration afforded by Section 4(2) of the Securities Act of 1933 as a transaction by an issuer not involving any public ~~distribution.~~offering.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities from the time of our inception on March 7, 2008 through the period ended ~~March 31, 2014.~~June 30, 2016.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit No.		Description

~~31.1~~10.1*		12% Senior Secured Convertible Promissory Note and Warrants Subscription Agreement – Hooker dated 6-2-2016

10.2*		12% Senior Secured Convertible Promissory Note and Warrants Subscription Agreement – Merwin dated May 20, 2016

10.3*		12% Senior Secured Convertible Promissory Note and Warrants Subscription Agreement – Slyter dated May 17, 2016

10.4*		Loan Agreement and Security Agreement – Built-Right Holdings, LLC dated August 2, 2016

10.5*		Convertible Promissory Note – Built-Right Holdings, LLC dated August 2, 2016

31.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

~~32.1~~32.1*		Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*101.INS		XBRL Instance Document

101.SCH*101.SCH		XBRL Taxonomy Extension Schema

101.CAL*101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF*101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB*101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE*101.PRE		XBRL Taxonomy Extension Presentation Linkbase

* 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.Filed herewith.

2328

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BOLLENTE COMPANIES INC.

(Registrant)

By: /S/s/ Robertson J. Orr

Robertson J. Orr, President,

Principal Financial Officer and

Principal Executive Officer

Date: ~~May 22, 2014~~November 2, 2016

BOLLENTE COMPANIES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(unaudited)


	March 31,			December 31,
	2014			2013

ASSETS

Current assets:
Cash	$	325,589		$	4,329
Accounts receivable		17,068			-
Prepaid expenses		214,845			24,761
Prepaid stock compensation - current portion		521,343			1,228,201
Total current assets		1,078,845			1,257,291

Fixed assets, net		12,049			-

Other assets:
Security deposits		1,500			1,500
Trademarks		824			550
Prepaid stock compensation - long term portion		91,667			-
Website, net		55,343			58,598
Total other assets		149,334			60,648

Total assets	$	1,240,228		$	1,317,939


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	201,300		$	76,769
Customer deposits		600			-
Accrued salaries - related party		10,315			10,869
Accrued payroll taxes		11,891			11,891
Notes payable - related party		361,537			500,450
Accrued interest payable - related party		396			1,599
Line of credit - related party		-			49,051
Notes payable, net of unamortized debt discount of $0		3,000			30,250
Total current liabilities		589,039			680,879

Total liabilities		589,039			680,879

Stockholders' deficit:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of March 31, 2014 and December 31, 2013, respectively		-			-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 11,980,366 and 10,242,460 shares issued and outstanding
as of March 31, 2014 and December 31, 2013, respectively		11,981			10,243
Additional paid-in capital		8,746,525			7,010,353
Subscriptions receivable		(40,000	)		-
Common stock payable		374,850			94,850
Deficit accumulated during development stage		(8,442,167	)		(6,478,386	)
Total stockholders' equity		651,189			637,060

Total liabilities and stockholders' equity	$	1,240,228		$	1,317,939

	March 31, 2014			December 31, 2013

Website	$	58,598		$	58,598

Less: Accumulated amortization		(3,255	)		-

Website, net	$	55,343		$	58,598

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

Line of credit – Current	$	-	$	49,051

	March 31, 2014		December 31, 2013
Note payable to an unrelated third party, unsecured, due May 2012, in default as of March 31, 2014	$	3,000	$	30,250

Unamortized debt discount		-		-

Notes Payable – Current	$	3,000	$	30,250