Consolidated SEC Viewer Rendering


Document and Entity Information

v3.9.0.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2018
May 08, 2018
Document and Entity Information:    
Entity Registrant Name Bollente Companies Inc.  
Document Type 10-Q  
Document Period End Date Mar. 31, 2018  
Amendment Flag false  
Entity Central Index Key 0001429393  
Current Fiscal Year End Date --12-31  
Entity Common Stock, Shares Outstanding   30,030,906
Entity Filer Category Smaller Reporting Company  
Entity Current Reporting Status Yes  
Entity Voluntary Filers No  
Entity Well-known Seasoned Issuer No  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q1  
Trading Symbol bolc  

Consolidated Balance Sheets

v3.9.0.1
Consolidated Balance Sheets - USD ($)
Mar. 31, 2018
Dec. 31, 2017
Current assets:    
Cash $ 342,285 $ 78,599
Accounts receivable 257,247 129,246
Inventory 51,102 157,487
Prepaid expenses 334,939 318,207
Total current assets 985,573 683,539
Other assets:    
Fixed assets, net 1,875 1,223
Security deposits 1,500 1,500
Trademarks 11,916 11,916
Software 2,527 4,167
Total other assets 17,818 18,806
Total assets 1,003,391 702,345
Current liabilities:    
Accounts payable and accrued liabilities 668,115 624,253
Accrued interest payable - related party 6,406 4,483
Customer deposits 600 600
Advances 4,300 4,300
Lines of credit - related party   4,791
Notes payable - related party 99,150 34,150
Note payable, net 300,000 380,000
Convertible notes payable - current, net 148,848 932,041
Total current liabilities 1,227,419 1,984,618
Non-current liabilities:    
Convertible notes payable, net 1,067,606 151,359
Total non-current liabilities 1,067,606 151,359
Total liabilities 2,295,025 2,135,977
Stockholders' equity (deficit)    
Preferred stock value 76 76
Common stock value 28,779 27,925
Additional paid-in capital 22,413,398 21,986,722
Subscriptions payable 688,000 548,780
Accumulated deficit (24,421,887) (23,997,135)
Total stockholders' equity (deficit) (1,291,634) (1,433,632)
Total liabilities and stockholders' equity (deficit) $ 1,003,391 $ 702,345

Balance Sheets (Parenthetical)

v3.9.0.1
Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2018
Dec. 31, 2017
Balance Sheet    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 76,000 76,000
Preferred stock, shares outstanding 76,000 76,000
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 28,779,902 27,924,842
Common stock, shares outstanding 28,779,902 27,924,842

Consolidated Statements of Operations

v3.9.0.1
Consolidated Statements of Operations - USD ($)
3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Income Statement    
Revenue $ 425,046 $ 115,308
Cost of sales 321,447 63,945
Gross profit 103,599 51,363
Operating expenses:    
General and administrative 275,034 173,952
Research and development   52,149
Professional fees 144,794 166,608
Total operating expenses 419,828 392,709
Other income (expenses):    
Interest expense 108,523 140,449
Total other income (expenses) (108,523) (140,449)
Net income (loss) $ (424,752) $ (481,795)
Net income (loss) per share - basic $ (0.01) $ (0.02)
Weighted average number of common shares outstanding - basic 28,652,385 24,008,295

Consolidated Statements of Cash Flows

v3.9.0.1
Consolidated Statements of Cash Flows - USD ($)
3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Operating activities    
Net income (loss) $ (424,752) $ (481,795)
Adjustments to reconcile net loss to net cash used by operating activities:    
Shares issued for services 82,749 121,000
Depreciation and amortization 1,880 3,292
Amortization of debt discount 57,054 65,084
Changes in operating assets and liabilities:    
(Increase) decrease in accounts receivable (128,001) 37,818
(Increase) decrease in inventory 106,385 15,794
(Increase) decrease in prepaid expenses (16,732) (70,309)
Increase (decrease) in accounts payable and accrued liabilities 45,786 11,725
Increase (decrease) in accrued interest payable - related party   16,336
Net cash provided (used) by operating activities (275,631) (281,055)
Cash flows from investing activities    
Purchase of fixed assets 892  
Net cash provided (used) by investing activities (892)  
Cash flows from financing activities    
Proceeds from convertible notes payable 75,000  
Repayments of convertible notes payable 80,000  
Proceeds from notes payable 65,000 120,000
Repayments of notes payable   10,415
Proceeds from lines of credit - related party   5,000
Repayments of lines of credit - related party 4,791 5,000
Proceeds from sale of common stock 485,000 210,000
Proceeds from sale of preferred stock   25,000
Repurchase of common stock   84,000
Net cash provided (used) by financing activities 540,209 260,585
Net increase (decrease) in cash 263,686 (20,470)
Cash - beginning of the period 78,599 87,134
Cash - ending of the period 342,285 6,664
Supplemental disclosures    
Interest paid 7,700 14,835
Taxes paid

Summary of Significant Accounting Policies

v3.9.0.1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2018
Notes  
Summary of Significant Accounting Policies

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

The Company was incorporated on March 7, 2008 under the laws of the State of Nevada, as Alcantara Brands Corporation. On October 5, 2010, the Company amended its articles of incorporation and changed its name to Bollente Companies, Inc.

 

Nature of operations

The Company is involved in research and development of a new high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products.

 

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the consolidated financial statements for the three months ended March 31, 2018 should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended December 31, 2017 as filed with the SEC pursuant to Rule 12(b) under the Securities Act of 1934.

 

The consolidated balance sheet as of December 31, 2017, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP.

 

The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the year ended December 31, 2018.

 

Principles of consolidation

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

 

Use of estimates

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

 

Cash and cash equivalents

For the statements of cash flows, all highly liquid investments with an original maturity of three months or less are 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.

 

Stock-based compensation

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

 

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

 

Earnings per share

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

 

Inventory

The cost of our inventory includes the amount we pay to our suppliers to acquire inventory, freight costs incurred in connection with the delivery of product to our distribution centers. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

 

Revenue recognition

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

 

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

 

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

 

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

 

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

 

Recent Accounting Pronouncements

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations and includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. ASU 2016-08 is effective January 1, 2018 to be in alignment with the effective date of ASU 2014-09.

 

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. ASU 2016-10 is effective January 1, 2018 to be in alignment with the effective date of ASU 2014-09.

 

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts from Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The amendments in this update affect the guidance in ASU 2014-09, which is not yet effective. The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2016-12 do not change the core principle of the guidance in Topic 606, but instead affect only the narrow aspects noted in Topic 606. ASU 2016-12 is effective January 1, 2018 to be in alignment with the effective date of ASU 2014-09. Management evaluated ASU 2016-08, ASU2016-09, ASU 2016-10, and ASU 2016-12 and determined the adoption will not have a material impact on the Company’s consolidated financial statements.

 

In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year.

 

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments including requirements to measure most equity investments at fair value with changes in fair value recognized in net income, to perform a qualitative assessment of equity investments without readily determinable fair values, and to separately present financial assets and liabilities by measurement category and by type of financial asset on the balance sheet or the accompanying notes to the financial statements. ASU 2016-01 will be effective for the Company beginning on January 1, 2018, and will be applied by means of a cumulative effect adjustment to the balance sheet, except for effects related to equity securities without readily determinable values, which will be applied prospectively. Management has reviewed this pronouncement and have determined that it would not have a material impact to the financial statements.

 

In February 2016, the FASB issued ASU 2016-02, Leases, which requires an entity to recognize long-term lease arrangements as assets and liabilities on the balance sheet of the lessee. Under ASU 2016-02, a right-of-use asset and lease obligation will be recorded for all long-term leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The amendments also require certain new quantitative and qualitative disclosures regarding leasing arrangements. ASU 2016-02 will be effective for the Company beginning on January 1, 2019. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. Management does not believe the adoption of ASU 2016-02 will have a material impact on the Company’s consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships, which clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument would not, in and of itself, be considered a termination of the derivative instrument, provided that all other hedge accounting criteria continue to be met. ASU 2016-05 is effective for the Company beginning on January 1, 2017. Early adoption is permitted, including in an interim period. Management evaluated ASU 2016-05 and determined the adoption of this new accounting standard will not have a material impact on the Company’s consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, which aims to reduce the diversity of practice in identifying embedded derivatives in debt instruments. ASU 2016-06 clarifies that the nature of an exercise contingency is not subject to the “clearly and closely” criteria for purposes of assessing whether the call or put option must be separated from the debt instrument and accounted for separately as a derivative. ASU 2016-06 will be effective for the Company beginning on January 1, 2017. Management evaluated ASU 2016-06 and determined the adoption of this this new accounting standard will not have a material impact on the Company’s consolidated financial statements effective January 1, 2017.

 

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting and presentation of share-based payment transactions, including the accounting for related income taxes consequences and certain classifications within the statement of cash flows. ASU 2016-09 is effective for the Company beginning on January 1, 2017. Management evaluated the impact of adopting ASU 2016-09 and determined the new accounting standard will not have a material impact on the Company’s consolidated financial statements.

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable.

 

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. Management has reviewed this pronouncement and have determined that it would not have a material impact to the financial statements.

 

In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. Management has reviewed this pronouncement and have determined that it would not have a material impact to the financial statements.

 

In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt-Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.


Going Concern Disclosure

v3.9.0.1
Going Concern Disclosure
3 Months Ended
Mar. 31, 2018
Notes  
Going Concern Disclosure

NOTE 2 - GOING CONCERN

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. As a result, the Company incurred accumulated net losses for the year ended March 31, 2018 of ($24,421,887).

 

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


Inventory Disclosure

v3.9.0.1
Inventory Disclosure
3 Months Ended
Mar. 31, 2018
Notes  
Inventory Disclosure

NOTE 3 - INVENTORY

 

Inventories consist of the following at:

 

March 31, 2018

December 31, 2017

Finished goods

$

51,102

$

157,487

Total

$

51,102

$

157,487

 

Inventory purchases are prepaid up to 70% during the manufacturing process, with the final 30% being paid upon shipment. The Company inventory is shipped from the manufacturer to the Company via FOB shipping point and as such is included in the Company’s inventory at the point of shipment. As of March 31, 2018, and December 31, 2017, the Company had prepaid inventory of $322,806 and $276,954, respectively.


Related Party Disclosure

v3.9.0.1
Related Party Disclosure
3 Months Ended
Mar. 31, 2018
Notes  
Related Party Disclosure

NOTE 4 - RELATED PARTY

 

As of March 31, 2018, and December 31, 2017, the Company had two notes payable due to an officer and director of the Company in amount of $34,150 and $34,150, respectively. The notes have interest rate that range from 0%-8% with due dates ranging from on demand through April 2017.

 

On January 25, 2018, the Company issued a $100,000 12% secured promissory grid notes. The note is due on December 31, 2020. During the three months ended March 31, 2018, the Company received advances of $65,000 on the grid note. As of the March 31, 2018, $65,000 remained outstanding on the note.

 

As of March 31, 2018, and December 31, 2017, the Company had line of credit due to a Company controlled by an officer and director of the Company in amount of $0 and $4,791, respectively. During the quarter ended March 31, 2018 and 2017 the Company received advances $0 and $5,000 and made payments of $4,791 and $5,000, respectively.


Notes Payable Disclosure

v3.9.0.1
Notes Payable Disclosure
3 Months Ended
Mar. 31, 2018
Notes  
Notes Payable Disclosure

NOTE 5 - NOTES PAYABLE

 

Notes payable net of debt discount consist of the following at:

 

March 31,

2018

December 31,

2017

Note payable from a shareholder, secured, 12% interest,

due May 2017

$

--

$

--

Note payable from a shareholder, secured, 12% interest,

due March 2017

300,000

300,000

Note payable, to an officer, director and shareholder,

secured, 5% interest, due June 2017

--

80,000

Total Notes Payable

$

300,000

$

380,000

Less discounts

--

--

Total Notes Payable

300,000

380,000

Less current portion

(300,000)

(380,000)

Total Notes Payable - long term

$

--

$

--

 

Interest expense including amortization of the associated debt discount for the three months ended March 31, 2018 and 2017 was $8,877 and $28,360, respectively.


Convertible Notes Payable Disclosure

v3.9.0.1
Convertible Notes Payable Disclosure
3 Months Ended
Mar. 31, 2018
Notes  
Convertible Notes Payable Disclosure

NOTE 6 - CONVERTIBLE NOTES PAYABLE

 

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

 

March 31,

2018

December 31,

2017

Convertible note payable from a shareholder, secured,

12% interest, due May 2018, convertible at $1 per share

$

10,000

$

10,000

Convertible note payable from a shareholder, secured,

12% interest, due May 2018, convertible at $1 per share

50,000

50,000

Convertible note payable from a shareholder, secured,

12% interest, due June 2018, convertible at $1 per share

50,000

50,000

Convertible note payable from a shareholder, secured,

12% interest, due August 2018, convertible at $1 per share

50,000

50,000

Convertible note payable from an entity owned and controlled

by a shareholder, secured, 12% interest, due 120 days after

delivery of payment notice from lender or August 2018,

convertible at $0.25 per share

900,000

900,000

Convertible note payable from a shareholder, secured,

12% interest, due May 2020, convertible at $1 per share

100,000

100,000

Convertible note payable from a shareholder, secured,

12% interest, due May 2020, convertible at $1 per share

50,000

50,000

Convertible note payable from a shareholder, secured,

12% interest, due May 2020, convertible at $1 per share

5,000

5,000

 

 

 

 

 

 

Convertible note payable from a shareholder, secured,

12% interest, due Feb 2020, convertible at $1 per share

 

75,000

 

 

--

Less discount

(73,546)

(131,600)

Total notes payable, net

$

1,216,454

$

1,083,400

Less current portion

(148,848)

(151,359)

Convertible notes payable, net - Long-term

$

1,067,606

$

932,041

 

On February 15, 2018, the Company issued a $75,000 12% secured convertible promissory note. The note is due on February 24, 2020 and is secured by the Company’s accounts receivable and inventory. The outstanding principal amounts and accrued but unpaid interest of the notes are convertible at any time at the option of the holder into common stock at a conversion price of $0.50 per share.

 

Interest expense including amortization of the associated debt discount for the three months ended March 31, 2018 and 2017 was $95,952 and $82,027, respectively.


Royalty Payments Disclosure

v3.9.0.1
Royalty Payments Disclosure
3 Months Ended
Mar. 31, 2018
Notes  
Royalty Payments Disclosure

NOTE 7 - 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 the quarter ended March 31, 2018, the Company paid $11,400 in dividends related to royalty agreements.

 

On October 18, 2017, the Company entered into royalty termination agreements whereas the Company converted all royalties interest into a total of 1,400,000 shares of common stock valued at $700,000. As of March 31, 2018, the Company has issued 1,150,000 shares of common stock (600,000 shares in 2017 and 550,000 shares during the quarter ended March 31, 2018) and has recorded the balance of the common stock due to stock payable.


Commitments and Contingencies

v3.9.0.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2018
Notes  
Commitments and Contingencies

NOTE 8 - COMMITMENTS AND CONTINGENCIES

 

Office Lease

 

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

 

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

 

Rent expense for the quarters ended March 31, 2018 and 2017 was $20,400 and $20,400, respectively.

 

Executive Employment Agreements

 

The Company has an employment agreement with the CEO to perform duties and responsibilities as may be assigned. The base salary is in the amount of $75,000 per annum plus an annual bonus of 120,000 shares of common stock commencing on March 31, 2018 and ending February 28, 2019 with an option renewal on (March 1) thereafter.

 

The Company has an employment agreement with the President to perform duties and responsibilities as may be assigned. The base salary is in the amount of $150,000 per annum plus a one-time bonus of 250,000 shares of common stock commencing on October 1, 2017 and ending September 30, 2018 with an option renewal on September 15, 2018.


Stock Warrants Disclosure

v3.9.0.1
Stock Warrants Disclosure
3 Months Ended
Mar. 31, 2018
Notes  
Stock Warrants Disclosure

NOTE 9 - STOCK WARRANTS

 

During the quarter ended March 31, 2018, we issued 70,312 warrants in conjunction with units which included shares of the Company’s common stock, at an exercise price of $1.00 per share associated with. The warrants are exercisable at any time until three (3) years after the closing date.

 

The following is a summary of stock warrants activity during the year ended March 31, 2018 and December 31, 2017.

 

Number

of Shares

Weighted

Average

Exercise

Price

Balance, December 31, 2017

1,473,312

$

1.00

Warrants granted and assumed

70,312

$

--

Warrants expired

--

--

Warrants canceled

--

--

Warrants exercised

--

--

Balance, March 31, 2018

1,543,624

$

1.00

 

As of March 31, 2018, there are warrants exercisable to purchase 1,543,624 shares of common stock in the Company.


Stockholders' Equity Disclosure

v3.9.0.1
Stockholders' Equity Disclosure
3 Months Ended
Mar. 31, 2018
Notes  
Stockholders' Equity Disclosure

NOTE 10 - STOCKHOLDERS’ EQUITY

 

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

 

Each share of Preferred Stock is convertible, at any time, at the option of the holder, is convertible into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock will be automatically converted into shares of the Company’s common stock and warrants after three years from the original issue date of the Preferred Stock.

 

During the quarter ended March 31, 2018, the Company issued 163,500 shares of common stock with a fair value of $81,750 for services.

 

During the quarter ended March 31, 2018, the Company issued 141,560 shares of common stock for $70,780 cash, of which $65,780 of the cash was received during the year ended December 31, 2017 and recorded as stock payable ($5,000 received in 2018). Additionally, the Company received $480,000 for the sale of common stock which has not been issued and has been recorded as stock payable.

 

As of December 31, 2017, the Company was obligated to issue 550,000 shares of common stock valued at $275,000 for the cancellation of the royalty payments disclosed in Note 7. As of March 31, 2018, 550,000 valued at $275,000 of these shares were issued and 250,000 shares valued at $125,000 have not been issued and remain in stock payable.


Subsequent Events

v3.9.0.1
Subsequent Events
3 Months Ended
Mar. 31, 2018
Notes  
Subsequent Events

NOTE 11 - SUBSEQUENT EVENTS

 

Subsequent to year end, the Company issued 1,035,000 shares of common stock for $422,500 cash. All cash related to the issuances was received during the quarter ended March 31, 2018 and was recorded as stock payable.

 

Subsequent to year end, the Company issued 216,000 shares of common stock to extend the due date of a certain notes payable dated August 2, 2016 until August 1, 2019.


Summary of Significant Accounting Policies: Basis of Presentation Policy (Policies)

v3.9.0.1
Summary of Significant Accounting Policies: Basis of Presentation Policy (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Basis of Presentation Policy

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in the consolidated financial statements for the three months ended March 31, 2018 should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Form 10-K for the Company’s fiscal year ended December 31, 2017 as filed with the SEC pursuant to Rule 12(b) under the Securities Act of 1934.

 

The consolidated balance sheet as of December 31, 2017, included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP.

 

The accompanying unaudited consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the year ended December 31, 2018.


Summary of Significant Accounting Policies: Principles of Consolidation (Policies)

v3.9.0.1
Summary of Significant Accounting Policies: Principles of Consolidation (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Principles of Consolidation

Principles of consolidation

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


Summary of Significant Accounting Policies: Use of Estimates (Policies)

v3.9.0.1
Summary of Significant Accounting Policies: Use of Estimates (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Use of Estimates

Use of estimates

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


Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies)

v3.9.0.1
Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Cash and Cash Equivalents Policy

Cash and cash equivalents

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


Summary of Significant Accounting Policies: Website Policy (Policies)

v3.9.0.1
Summary of Significant Accounting Policies: Website Policy (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Website Policy

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.


Summary of Significant Accounting Policies: Stock-based Compensation Policy (Policies)

v3.9.0.1
Summary of Significant Accounting Policies: Stock-based Compensation Policy (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Stock-based Compensation Policy

Stock-based compensation

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

 

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


Summary of Significant Accounting Policies: Earnings Per Share Policy (Policies)

v3.9.0.1
Summary of Significant Accounting Policies: Earnings Per Share Policy (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Earnings Per Share Policy

Earnings per share

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


Summary of Significant Accounting Policies: Inventory Policy (Policies)

v3.9.0.1
Summary of Significant Accounting Policies: Inventory Policy (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Inventory Policy

Inventory

The cost of our inventory includes the amount we pay to our suppliers to acquire inventory, freight costs incurred in connection with the delivery of product to our distribution centers. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.


Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies)

v3.9.0.1
Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Revenue Recognition Policy

Revenue recognition

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


Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy (Policies)

v3.9.0.1
Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Fair Value of Financial Instruments Policy

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2016. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

 

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

 

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

 

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.


Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)

v3.9.0.1
Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)
3 Months Ended
Mar. 31, 2018
Policies  
Recent Accounting Pronouncements

Recent Accounting Pronouncements

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). ASU 2016-08 clarifies the implementation guidance on principal versus agent considerations and includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. ASU 2016-08 is effective January 1, 2018 to be in alignment with the effective date of ASU 2014-09.

 

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments in ASU 2016-10 clarify the following two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. ASU 2016-10 is effective January 1, 2018 to be in alignment with the effective date of ASU 2014-09.

 

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts from Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The amendments in this update affect the guidance in ASU 2014-09, which is not yet effective. The core principle of the guidance in Topic 606 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2016-12 do not change the core principle of the guidance in Topic 606, but instead affect only the narrow aspects noted in Topic 606. ASU 2016-12 is effective January 1, 2018 to be in alignment with the effective date of ASU 2014-09. Management evaluated ASU 2016-08, ASU2016-09, ASU 2016-10, and ASU 2016-12 and determined the adoption will not have a material impact on the Company’s consolidated financial statements.

 

In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers”. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for Topic 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year.

 

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. ASU 2016-01 addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments including requirements to measure most equity investments at fair value with changes in fair value recognized in net income, to perform a qualitative assessment of equity investments without readily determinable fair values, and to separately present financial assets and liabilities by measurement category and by type of financial asset on the balance sheet or the accompanying notes to the financial statements. ASU 2016-01 will be effective for the Company beginning on January 1, 2018, and will be applied by means of a cumulative effect adjustment to the balance sheet, except for effects related to equity securities without readily determinable values, which will be applied prospectively. Management has reviewed this pronouncement and have determined that it would not have a material impact to the financial statements.

 

In February 2016, the FASB issued ASU 2016-02, Leases, which requires an entity to recognize long-term lease arrangements as assets and liabilities on the balance sheet of the lessee. Under ASU 2016-02, a right-of-use asset and lease obligation will be recorded for all long-term leases, whether operating or financing, while the income statement will reflect lease expense for operating leases and amortization/interest expense for financing leases. The amendments also require certain new quantitative and qualitative disclosures regarding leasing arrangements. ASU 2016-02 will be effective for the Company beginning on January 1, 2019. Lessees must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. Management does not believe the adoption of ASU 2016-02 will have a material impact on the Company’s consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-05, Derivatives and Hedging: Effect of Derivative Contract Novations on Existing Hedge Accounting Relationships, which clarifies that a change in the counterparty to a derivative instrument that has been designated as a hedging instrument would not, in and of itself, be considered a termination of the derivative instrument, provided that all other hedge accounting criteria continue to be met. ASU 2016-05 is effective for the Company beginning on January 1, 2017. Early adoption is permitted, including in an interim period. Management evaluated ASU 2016-05 and determined the adoption of this new accounting standard will not have a material impact on the Company’s consolidated financial statements.

 

In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments, which aims to reduce the diversity of practice in identifying embedded derivatives in debt instruments. ASU 2016-06 clarifies that the nature of an exercise contingency is not subject to the “clearly and closely” criteria for purposes of assessing whether the call or put option must be separated from the debt instrument and accounted for separately as a derivative. ASU 2016-06 will be effective for the Company beginning on January 1, 2017. Management evaluated ASU 2016-06 and determined the adoption of this this new accounting standard will not have a material impact on the Company’s consolidated financial statements effective January 1, 2017.

 

In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation: Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the accounting and presentation of share-based payment transactions, including the accounting for related income taxes consequences and certain classifications within the statement of cash flows. ASU 2016-09 is effective for the Company beginning on January 1, 2017. Management evaluated the impact of adopting ASU 2016-09 and determined the new accounting standard will not have a material impact on the Company’s consolidated financial statements.

 

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 is effective for fiscal years beginning after December 15, 2017. The new standard will require adoption on a retrospective basis unless it is impracticable to apply, in which case it would be required to apply the amendments prospectively as of the earliest date practicable.

 

In November 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230)”, requiring that the statement of cash flows explain the change in the total cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This guidance is effective for fiscal years, and interim reporting periods therein, beginning after December 15, 2017 with early adoption permitted. The provisions of this guidance are to be applied using a retrospective approach which requires application of the guidance for all periods presented. Management has reviewed this pronouncement and have determined that it would not have a material impact to the financial statements.

 

In May 2017, the FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718), Scope of Modification Accounting. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for (1) public business entities for reporting periods for which financial statements have not yet been issued and (2) all other entities for reporting periods for which financial statements have not yet been made available for issuance. Management has reviewed this pronouncement and have determined that it would not have a material impact to the financial statements.

 

In July 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. As a result, a freestanding equity-linked financial instrument (or embedded conversion option) no longer would be accounted for as a derivative liability at fair value as a result of the existence of a down round feature. For freestanding equity classified financial instruments, the amendments require entities that present earnings per share (EPS) in accordance with Topic 260 to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic EPS. Convertible instruments with embedded conversion options that have down round features are now subject to the specialized guidance for contingent beneficial conversion features (in Subtopic 470-20, Debt-Debt with Conversion and Other Options), including related EPS guidance (in Topic 260). The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, the amendments in Part I of this Update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period.


Inventory Disclosure: Schedule of Inventory (Tables)

v3.9.0.1
Inventory Disclosure: Schedule of Inventory (Tables)
3 Months Ended
Mar. 31, 2018
Tables/Schedules  
Schedule of Inventory

 

March 31, 2018

December 31, 2017

Finished goods

$

51,102

$

157,487

Total

$

51,102

$

157,487


Notes Payable Disclosure: Schedule of Notes Payable (Tables)

v3.9.0.1
Notes Payable Disclosure: Schedule of Notes Payable (Tables)
3 Months Ended
Mar. 31, 2018
Tables/Schedules  
Schedule of Notes Payable

 

March 31,

2018

December 31,

2017

Note payable from a shareholder, secured, 12% interest,

due May 2017

$

--

$

--

Note payable from a shareholder, secured, 12% interest,

due March 2017

300,000

300,000

Note payable, to an officer, director and shareholder,

secured, 5% interest, due June 2017

--

80,000

Total Notes Payable

$

300,000

$

380,000

Less discounts

--

--

Total Notes Payable

300,000

380,000

Less current portion

(300,000)

(380,000)

Total Notes Payable - long term

$

--

$

--


Convertible Notes Payable Disclosure: Schedule of Convertible Notes Payable (Tables)

v3.9.0.1
Convertible Notes Payable Disclosure: Schedule of Convertible Notes Payable (Tables)
3 Months Ended
Mar. 31, 2018
Tables/Schedules  
Schedule of Convertible Notes Payable

 

March 31,

2018

December 31,

2017

Convertible note payable from a shareholder, secured,

12% interest, due May 2018, convertible at $1 per share

$

10,000

$

10,000

Convertible note payable from a shareholder, secured,

12% interest, due May 2018, convertible at $1 per share

50,000

50,000

Convertible note payable from a shareholder, secured,

12% interest, due June 2018, convertible at $1 per share

50,000

50,000

Convertible note payable from a shareholder, secured,

12% interest, due August 2018, convertible at $1 per share

50,000

50,000

Convertible note payable from an entity owned and controlled

by a shareholder, secured, 12% interest, due 120 days after

delivery of payment notice from lender or August 2018,

convertible at $0.25 per share

900,000

900,000

Convertible note payable from a shareholder, secured,

12% interest, due May 2020, convertible at $1 per share

100,000

100,000

Convertible note payable from a shareholder, secured,

12% interest, due May 2020, convertible at $1 per share

50,000

50,000

Convertible note payable from a shareholder, secured,

12% interest, due May 2020, convertible at $1 per share

5,000

5,000

 

 

 

 

 

 

Convertible note payable from a shareholder, secured,

12% interest, due Feb 2020, convertible at $1 per share

 

75,000

 

 

--

Less discount

(73,546)

(131,600)

Total notes payable, net

$

1,216,454

$

1,083,400

Less current portion

(148,848)

(151,359)

Convertible notes payable, net - Long-term

$

1,067,606

$

932,041


Stock Warrants Disclosure: Schedule of Warrants Activity (Tables)

v3.9.0.1
Stock Warrants Disclosure: Schedule of Warrants Activity (Tables)
3 Months Ended
Mar. 31, 2018
Tables/Schedules  
Schedule of Warrants Activity

 

Number

of Shares

Weighted

Average

Exercise

Price

Balance, December 31, 2017

1,473,312

$

1.00

Warrants granted and assumed

70,312

$

--

Warrants expired

--

--

Warrants canceled

--

--

Warrants exercised

--

--

Balance, March 31, 2018

1,543,624

$

1.00


Summary of Significant Accounting Policies: Principles of Consolidation (Details)

v3.9.0.1
Summary of Significant Accounting Policies: Principles of Consolidation (Details)
May 16, 2010
Details  
Acquisition of outstanding stock of Bellente, Inc., acquired percent of stock 100.00%

Going Concern Disclosure (Details)

v3.9.0.1
Going Concern Disclosure (Details) - USD ($)
Mar. 31, 2018
Dec. 31, 2017
Details    
Accumulated deficit $ 24,421,887 $ 23,997,135

Inventory Disclosure: Schedule of Inventory (Details)

v3.9.0.1
Inventory Disclosure: Schedule of Inventory (Details) - USD ($)
Mar. 31, 2018
Dec. 31, 2017
Inventory $ 51,102 $ 157,487
Finished goods    
Inventory $ 51,102 $ 157,487

Inventory Disclosure (Details)

v3.9.0.1
Inventory Disclosure (Details) - USD ($)
Mar. 31, 2018
Dec. 31, 2017
Prepaid expenses $ 334,939 $ 318,207
Prepaid inventory    
Prepaid expenses $ 322,806 $ 276,954

Related Party Disclosure (Details)

v3.9.0.1
Related Party Disclosure (Details) - USD ($)
3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Dec. 31, 2017
Notes payable - related party $ 99,150   $ 34,150
Proceeds from notes payable 65,000 $ 120,000  
Lines of credit - related party     4,791
Proceeds from lines of credit - related party   5,000  
Repayments of lines of credit - related party 4,791 5,000  
Two notes payable due to an officer and director      
Notes payable - related party 34,150   34,150
12% secured promissory grid note      
Notes payable - related party 65,000    
Proceeds from notes payable 65,000    
Company controlled by an officer and director      
Lines of credit - related party     $ 4,791
Proceeds from lines of credit - related party   5,000  
Repayments of lines of credit - related party $ 4,791 $ 5,000  

Notes Payable Disclosure: Schedule of Notes Payable (Details)

v3.9.0.1
Notes Payable Disclosure: Schedule of Notes Payable (Details) - USD ($)
Mar. 31, 2018
Dec. 31, 2017
Notes payable $ 300,000 $ 380,000
Total Notes Payable 300,000 380,000
Note payable from a shareholder, secured (due March 2017)    
Notes payable $ 300,000 300,000
Note payable, to an officer, director and shareholder, unsecured (due June 2017)    
Notes payable   $ 80,000

Notes Payable Disclosure (Details)

v3.9.0.1
Notes Payable Disclosure (Details) - USD ($)
3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Interest expense including amortization of the associated debt discount $ 95,952 $ 82,027
NotesPayableNetOfDebtDiscountMember    
Interest expense including amortization of the associated debt discount $ 8,877 $ 28,360

Convertible Notes Payable Disclosure: Schedule of Convertible Notes Payable (Details)

v3.9.0.1
Convertible Notes Payable Disclosure: Schedule of Convertible Notes Payable (Details) - USD ($)
Mar. 31, 2018
Dec. 31, 2017
Debt discount $ (73,546) $ (131,600)
Convertible notes payable, net 1,216,454 1,083,400
Convertible note payable from a shareholder, secured (due May 2018)    
Convertible debt 10,000 10,000
Convertible note payable from a shareholder(2), secured (due May 2018)    
Convertible debt 50,000 50,000
Convertible note payable from a shareholder, secured (due June 2018)    
Convertible debt 50,000 50,000
Convertible note payable from a shareholder, secured (due August 2018)    
Convertible debt 50,000 50,000
Convertible note payable from a shareholder-owned entity, secured (due August 2018 or 120 days after notice)    
Convertible debt 900,000 900,000
Convertible note payable from a shareholder, May 2, 2017, secured (due May 2020)    
Convertible debt 100,000 100,000
Convertible note payable from a shareholder(2), May 2, 2017, secured (due May 2020)    
Convertible debt 50,000 50,000
Convertible note payable from a shareholder, May 22, 2017, secured (due May 2020)    
Convertible debt 5,000 $ 5,000
Convertible note payable from a shareholder, Feb 15, 2018, secured (due Feb 2020)    
Convertible debt $ 75,000  

Convertible Notes Payable Disclosure (Details)

v3.9.0.1
Convertible Notes Payable Disclosure (Details) - USD ($)
3 Months Ended
Mar. 31, 2018
Mar. 31, 2017
Proceeds from convertible notes payable $ 75,000  
Interest expense including amortization of the associated debt discount 95,952 $ 82,027
Convertible note payable from a shareholder, Feb 15, 2018, secured (due Feb 2020)    
Proceeds from convertible notes payable $ 75,000  

Royalty Payments Disclosure (Details)

v3.9.0.1
Royalty Payments Disclosure (Details)
12 Months Ended
Dec. 31, 2017
USD ($)
Details  
Payments of dividends related to royalty agreements $ 11,400

Commitments and Contingencies (Details)

v3.9.0.1
Commitments and Contingencies (Details)
3 Months Ended
Mar. 31, 2018
USD ($)
shares
Executive Employment Agreement - CEO  
Base Salary per year $ 75,000
Share bonus authorized | shares 120,000
Executive Employment Agreement - President  
Base Salary per year $ 150,000
Share bonus authorized | shares 250,000
SubleaseAgreementWithPerigonCompaniesLlcMember  
Monthly lease payments due $ 4,000
SubleaseAgreementWithTemplarAssetGroupLlcMember  
Monthly lease payments due $ 2,800

Stock Warrants Disclosure (Details)

v3.9.0.1
Stock Warrants Disclosure (Details)
3 Months Ended
Mar. 31, 2018
shares
Details  
Warrants issued, shares 70,312

Stock Warrants Disclosure: Schedule of Warrants Activity (Details)

v3.9.0.1
Stock Warrants Disclosure: Schedule of Warrants Activity (Details) - $ / shares
Mar. 31, 2018
Dec. 31, 2017
Details    
Warrants outstanding 1,543,624 1,473,312
Weighted average exercise price of Warrants $ 1.00  

Stockholders' Equity Disclosure (Details)

v3.9.0.1
Stockholders' Equity Disclosure (Details) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
May 10, 2018
Mar. 31, 2018
Dec. 31, 2017
Preferred stock authorized   10,000,000 10,000,000
Par value of preferred stock   $ 0.001 $ 0.001
Common stock authorized   100,000,000 100,000,000
Par value of common stock   $ 0.001 $ 0.001
Preferred Stock conversion terms   Preferred Stock is convertible, at any time, at the option of the holder, is convertible into five shares of our common stock and one warrant to purchase one share of our common stock at $1.00 per share. All Preferred Stock will be automatically converted into shares of the Company’s common stock and warrants after three years from the original issue date of the Preferred Stock  
Common stock for services      
Stock issued for services   163,500  
Value of stock issued for services   $ 81,750  
Common stock for cash      
Stock issued for cash 1,035,000 141,560  
Proceeds from sale of stock   $ 5,000 $ 65,780
Common stock payable      
Proceeds from sale of stock   $ 480,000  

Subsequent Events (Details)

v3.9.0.1
Subsequent Events (Details) - shares
1 Months Ended 3 Months Ended
May 10, 2018
Mar. 31, 2018
Common stock for cash    
Stock issued for cash 1,035,000 141,560

Element Counts

Number of Extension Elements: 135
Number of Contexts: 55
Number of Segments: 25
Number of Units: 4

Content Summary

Documents

000010 - Document - Document and Entity Information

Statements

000020 - Statement - Consolidated Balance Sheets

000030 - Statement - Balance Sheets (Parenthetical)

000040 - Statement - Consolidated Statements of Operations

000050 - Statement - Consolidated Statements of Cash Flows

Notes to Financials (level 1)

000060 - Disclosure - Summary of Significant Accounting Policies

000070 - Disclosure - Going Concern Disclosure

000080 - Disclosure - Inventory Disclosure

000090 - Disclosure - Related Party Disclosure

000100 - Disclosure - Notes Payable Disclosure

000110 - Disclosure - Convertible Notes Payable Disclosure

000120 - Disclosure - Royalty Payments Disclosure

000130 - Disclosure - Commitments and Contingencies

000140 - Disclosure - Stock Warrants Disclosure

000150 - Disclosure - Stockholders' Equity Disclosure

000160 - Disclosure - Subsequent Events

Policies (level 2)

000170 - Disclosure - Summary of Significant Accounting Policies: Basis of Presentation Policy (Policies)

000180 - Disclosure - Summary of Significant Accounting Policies: Principles of Consolidation (Policies)

000190 - Disclosure - Summary of Significant Accounting Policies: Use of Estimates (Policies)

000200 - Disclosure - Summary of Significant Accounting Policies: Cash and Cash Equivalents Policy (Policies)

000210 - Disclosure - Summary of Significant Accounting Policies: Website Policy (Policies)

000220 - Disclosure - Summary of Significant Accounting Policies: Stock-based Compensation Policy (Policies)

000230 - Disclosure - Summary of Significant Accounting Policies: Earnings Per Share Policy (Policies)

000240 - Disclosure - Summary of Significant Accounting Policies: Inventory Policy (Policies)

000250 - Disclosure - Summary of Significant Accounting Policies: Revenue Recognition Policy (Policies)

000260 - Disclosure - Summary of Significant Accounting Policies: Fair Value of Financial Instruments Policy (Policies)

000270 - Disclosure - Summary of Significant Accounting Policies: Recent Accounting Pronouncements (Policies)

Tables/Schedules (level 3)

000280 - Disclosure - Inventory Disclosure: Schedule of Inventory (Tables)

000290 - Disclosure - Notes Payable Disclosure: Schedule of Notes Payable (Tables)

000300 - Disclosure - Convertible Notes Payable Disclosure: Schedule of Convertible Notes Payable (Tables)

000310 - Disclosure - Stock Warrants Disclosure: Schedule of Warrants Activity (Tables)

Details (level 4)

000320 - Disclosure - Summary of Significant Accounting Policies: Principles of Consolidation (Details)

000330 - Disclosure - Going Concern Disclosure (Details)

000340 - Disclosure - Inventory Disclosure: Schedule of Inventory (Details)

000350 - Disclosure - Inventory Disclosure (Details)

000360 - Disclosure - Related Party Disclosure (Details)

000370 - Disclosure - Notes Payable Disclosure: Schedule of Notes Payable (Details)

000380 - Disclosure - Notes Payable Disclosure (Details)

000390 - Disclosure - Convertible Notes Payable Disclosure: Schedule of Convertible Notes Payable (Details)

000400 - Disclosure - Convertible Notes Payable Disclosure (Details)

000410 - Disclosure - Royalty Payments Disclosure (Details)

000420 - Disclosure - Commitments and Contingencies (Details)

000430 - Disclosure - Stock Warrants Disclosure (Details)

000440 - Disclosure - Stock Warrants Disclosure: Schedule of Warrants Activity (Details)

000450 - Disclosure - Stockholders' Equity Disclosure (Details)

000460 - Disclosure - Subsequent Events (Details)


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