UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 5, 2011

BOLLENTE COMPANIES, INC.
(Exact name of registrant as specified in its charter)

Nevada
000-54219
26-2137574
(State or other jurisdiction of incorporation)
(Commission
File Number)
(IRS Employer Identification No.)

Gainey Center II
8501 North Scottsdale Road, Suite 165
Scottsdale, Arizona
 
85253-2740
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: (480)-275-7572

Copies of Communications to:
Stoecklein Law Group
Emerald Plaza
402 West Broadway
Suite 690
San Diego, CA 92101
(619) 704-1310
Fax (619) 704-0556

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
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Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On May 5, 2011, the Registrant entered into an Addendum No. 1 (“Addendum”) to the Acquisition Agreement and Plan of Merger dated March 9, 2011 (“Original Agreement”) by and among Woodmans Lumber and Millworks Peru (“WOODMANS”), a Nevada corporation and wholly-owned subsidiary of the Registrant, and Bollente, Inc. (“BOLLENTE”), a Nevada corporation.  Pursuant to the Addendum the effective date was extended from April 15, 2011 to May 16, 2011 to complete the conditions set forth in the Merger Agreement.

A copy of the Addendum is filed as Exhibit 2.2 to this Current Report and is incorporated in its entirety herein.

Section 8 – Other Events

Item 8.01 Other Events

Effective April 20, 2011, the Company’s OTC-BB ticker symbol changed from ACBR to BOLC.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit
Number
 
 
Description
2.2
 
Addendum No. 1 to Acquisition Agreement and Plan of Merger by and among Bollente Companies, Inc., Woodmans Lumber and Millworks Peru, and Bollente, Inc. dated May 5, 2011.

 
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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 hereunto duly authorized.

 
BOLLENTE COMPANIES, INC.
   
   
   
 
By: /s/ Robertson James Orr
 
Robertson James Orr,
President and Chairman of the Board


Date:  May 5, 2011

 
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ADDENDUM NO. 1 TO
ACQUISITION AGREEMENT AND PLAN OF MERGER
BY AND AMONG
BOLLENTE COMPANIES, INC.,
WOODMANS LUMBER AND MILLWORK PERU,
AND
BOLLENTE, INC

THIS ADDENDUM NO. 1 TO ACQUISITION AGREEMENT AND PLAN OF MERGER (“Addendum No. 1”) is made and entered into effective this 5nd day of May, 2011, by and among BOLLENTE COMPANIES, INC. , a Nevada Corporation (“BOLC”), WOODMANS LUMBER AND MILLWORKS PERU, a Nevada Corporation and wholly owned subsidiary of BOLC (“WOODMANS”) and BOLLENTE, INC. , a Nevada corporation (“BOLLENTE”).

RECITALS

A.   On March 9, 2011, BOLC entered into a reverse triangular merger by and among WOODMANS, and BOLLENTE, WOODMANS and BOLLENTE being the constituent entities in the merger, whereby BOLC intends to issue 4,707,727 shares of its 144 restricted common stock in exchange for 100% of BOLLENTE’s outstanding common stock. Pursuant to the terms of the merger, WOODMANS will be merged with BOLLENTE wherein WOODMANS shall cease to exist and BOLLENTE will become a wholly owned subsidiary of BOLC.

B.   Subject to the terms and conditions set forth in the Original Agreement, the Merger was anticipated to become effective on April 15, 2011.

 
C.   As of the date of this Addendum No. 1, the conditions to closing have not been met by all parties.

 
D.   BOLC, WOODMANS and BOLLENTE have determined that they require additional time to complete the conditions set forth in the Acquisition Agreement and Plan of Merger and it is in the best interest of all the parties to extend the effective date from April 15, 2011 to May 16, 2011. In addition, the parties have determined that the 4,707,727 shares of restricted common stock to be issued in exchange for 100% of the issued and outstanding shares of BOLLENTE shall be issued to the BOLLENTE shareholders within 10 days after the effective time.

 
NOW, THEREFORE, for and in consideration of the foregoing, and of the mutual covenants, agreements, undertakings, representations and warranties contained herein, the parties hereto agree as follows:

1.   The Effective Time described in Section 1.2 of the Acquisition Agreement and Plan of Merger is hereby extended from April 15, 2011 to May 16, 2011.
 
 
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2.   The 4,707,727 shares of restricted common stock to be issued in exchange for 100% of the issued and outstanding interest of BOLLENTE as described in Section 1.7 of the Acquisition Agreement and Plan of Merger shall be issued to the BOLLENTE shareholders within 10 days after the effective time.

3.   Other than as specifically provided in this Addendum No. 1, all other provisions of the Acquisition Agreement and Plan of Merger shall remain in full force and effect, the Acquisition Agreement and Plan of Merger as amended by this Addendum No. 1 constituting the sole and entire agreement between the parties as to the matters contained herein, and superseding any and all conversations, letters and other communications which may have been disseminated by the parties relating to the subject matter hereof, all of which are void and of no effect.

IN WITNESS WHEREOF, the parties have executed this Addendum as of the date first above written.


Bollente Companies, Inc.
a Nevada corporation


By: /S/ Robertson J Orr                                 
Name: Robertson J Orr
Title: Chief Executive Officer


Woodmans Lumber and Millworks Peru
a Nevada corporation


By: /S/ Robertson J Orr                                                                           
Name: Robertson J Orr
Title: Chief Executive Officer


Bollente, Inc.
a Nevada corporation


By: /S/ Robertson J Orr                                                                       
Name: Robertson J Orr
Title: Chief Executive Officer

 
 
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