Bollente Companies Inc. (Form: 10-K/A, Received: 11/03/2016 12:49:46)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K /A

Amendment No. 1

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

For the fiscal year ended December 31, 2015

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

Commission file number 00 0-54219

[Missing Graphic Reference]

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 Center Dr., Suite 270

Scottsdale, Arizona 85258

(Address of principal executive offices) (Zip Code)

(480) 275-7572

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

Indicate by check mark whether the registrant (1) has 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 Website, 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 ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 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 Act). Yes ¨ No x

As of June 30, 2015, the aggregate market value of shares held by non-affiliates of the registrant (computed by reference to the price at which the common equity was last sold) was approximately $20,041,859.

The number of shares of Common Stock, $0.001 par value, outstanding on May 6, 2016 was 20,818,186 shares.

DOCUMENTS INCORPORATED BY REFERENCE: None.

BOLLENTE COMPANIES INC.

FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2015

Index to Report on Form 10-K

PART I		Page

Item 1.	Business	4
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	16
Item 2.	Properties	16
Item 3.	Legal Proceedings	16

PART II

Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	17
Item 6.	Selected Financial Data	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 8.	Financial Statements and Supplementary Data	25
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	25
Item 9A (T)	Controls and Procedures	26
Item 9B.	Other Information	27

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	27
Item 11.	Executive Compensation	29
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13.	Certain Relationships and Related Transactions, and Director Independence	32
Item 14	Principal Accounting Fees and Services	32

PART IV

Item 15.	Exhibits, Financial Statement Schedules	33

EXPLANATORY NOTE

Bollente Companies, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Original Filing”), which was originally filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2016.

We are filing this Amendment in response to 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 1. “Business” in this Amendment in response to the Comment Letter to include the following disclosures: (i) the status of all our products and services, and (ii) discuss manufacturing facilities, sources and availability or raw materials, and the names of principal suppliers. Additionally, in response to the Comment Letter, we modified Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and filed all the exhibits required by Item 601 of Regulation S-K.

Except as described in this Explanatory Note, this Amendment does not amend any other information set forth in the Original Filing, and the Company has not updated disclosures to reflect any events that occurred subsequent to May 9, 2016.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements and involves risks and uncertainties that could materially affect expected results of operations, liquidity, cash flows, and business prospects. 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. Forward-looking statements may appear throughout this report, including without limitation, the following sections: Item 1 “Business,” Item 1A “Risk Factors,” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which 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 Annual Report on Form 10-K, and in particular, the risks discussed under the caption “Risk Factors” in Item 1A and those discussed in other documents we file with the Securities and Exchange Commission (SEC). We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

As used herein, “Bollente,” “BOLC,” “the Company,” “we,” “our,” and similar terms include Bollente Companies Inc. and its subsidiaries, unless the context indicates otherwise.

PART I

ITEM 1. BUSINESS

Bollente Companies Inc. was incorporated in the state of Nevada on March 7, 2008. The Company is headquartered in Scottsdale, Arizona and currently operates through its wholly-owned subsidiary, Bollente, Inc., a Nevada corporation incorporated on December 3, 2009.

Bollente manufactures and sells a high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products.

On August 13, 2015, the Company formed a wholly-owned subsidiary, Bollente International, Inc. (“Bollente International”) to begin international manufacturing and sales expansion for our trutankless® line of water heaters.

Bollente International has partnered with international manufacturing firm to increase production and efficiently handle distribution to customers in the 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 European health, safety and environmental protection legislation and opening the gate for future sales to more than 30 European countries.

Products

Trutankless®

We manufacture and distribute trutankless® water heaters, a line of new, high-quality, highly efficient electric tankless water 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 it also integrates with 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 trutankless® water heaters are available through wholesale plumbing distributors, including Ferguson, Hajoca, Hughes Supply, WinSupply locations, Morrison Supply, and several regional distributors. A partial listing of wholesalers may be found on our website (www.trutankless.com).

Our trutankless® water heaters 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 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 requires more routine maintenance. Our product line is designed to last longer than tank water heaters without any routine maintenance required under most conditions.

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 system, which means customers need not worry about running out of hot water. We believe we’ve selected the best materials available and 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. As of the fiscal year ended December 31, 2015, we generated $265,504 in revenue.

In July of 2014, we launched MYtankless .com , a customizable online control panel for our trutankless® line of smart electric water heaters. From the dashboard, residential and commercial 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 world, using a computer or web-enabled smart device at www.mytankless.com.

Additionally, service professionals can also use the dashboard to monitor system status on every unit they install, allowing them to proactively contact their customers if a service or warranty appointment is needed.

Our primary markets, Florida, Texas, Arizona, and the rest of the Sunbelt region are centers of growth in the U.S. construction industry with green building at an all-time high, and an unprecedented appliance replacement cycle. We intend to take advantage of these powerful macro-economic trends.

MYTankless.com is available as a service to consumers of trutankless® water heaters. We have applications available for download from the Google Play and Apple iOS stores, which like the online control panels, allows monitoring and control of the tankless systems.

Industry Recognition and Awards

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 Las Vegas. The IBS is produced by NAHB and is the largest annual light construction show in the world - featuring more than 1,100 exhibitors and attracting 75,000 attendees including high level decision makers from some of the largest home builders in the world as well as plumbing and HVAC professionals from top outfits in major markets.

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 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 2015 International Builders’ Show in Las Vegas and is still in the development phase. While not yet commercially available, trutankless products are expected to be compatible. Alternatively, truCirc is expected to be a stand alone product for customers who don’t utilize trutankless .

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. Our trutankless® water heaters are available through wholesale plumbing distributors, including Ferguson, Hajoca, Hughes Supply, WinSupply locations, Morrison Supply, and several regional distributors. A partial listing of wholesalers may be found on our website (www.trutankless.com).

Customers and Markets

We sell our products to plumbing wholesale distributors and dealers.

Wholesalers . Approximately 98.3% of our sales in 2015 and 93.5% of our sales in 2014 were to wholesale distributors for commercial and residential applications. We rely on commissioned manufacturers’ representatives to market our product lines. Additionally, our products are sold to independent dealers throughout the United States.

Manufacturing and Distribution

Our principal supplier is Sinbon Electronics, a contract manufacturer and engineering company based in Taiwan with manufacturing facilities in China. Sinbon handles procurement and supply chain management. We have an engineering agreement which is ongoing and our manufacturing agreement is currently being negotiated.

Finished products are generally shipped Free on Board (FOB) Shanghai via ocean freight and are warehoused at Associated Global Systems located in Phoenix, Arizona. Merchandise is typically shipped using common carriers or freight companies are selected at the time of shipment based on order volume and the best available rates.

Intellectual Property & Proprietary Rights

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

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

To date, we have filed and received a United States federal trademark registration for trutankless® and our logo design with the help of our outside marketing and branding experts and have acquired several unique domain registrations reflective of our online marketing strategy (www.bollente.com). During the year ended December 31, 2013, our patent agent filed ta provisional patent with the US Patent and Trademark Office 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.

Growth Strategy

Bollente’s product launched in Q1 2014 and is sold through the wholesale plumbing distribution channel. Gas tankless manufacturers’ support of this sales channel was critical in their ability to quickly capture appreciable market share in the $3.6 billion replacement market. No electric tankless has been available solely through wholesale distribution which has welcomed the arrival of trutankless. Bollente’s sales and service training programs geared towards plumbers and contractors are the primary focal point of the Company’s sales strategy. Bollente is employing several outside manufacturers rep agencies to quickly scale sales and educate distributors, plumbers, builders, and contractors.

The Company is also leveraging online marketing strategies and social media. By continually building an immersive and educational web experience at www.trutankless.com Bollente is efficiently building brand awareness among consumers. Launch efforts are focused in Arizona, Texas, and the Southeast which accounts for over 1,000,000 electric water heater shipments annually. Licensing and co-branding opportunities are being assessed, since strategic partnerships would eliminate the channel conflicts that have historically obstructed previous electric tankless entries in the marketplace. Electric tankless has traditionally not been able to warrant such partnerships because of generally poor quality and product support, but co-branding open up sales of Bollente’s products through big box retailers.

In addition, 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.

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

Margin Expansion

Cost reduction measures, including outsourcing of key components and certain quality control testing protocols, are currently being undertaken on an expedited basis to rapidly reduce costs and improve manufacturing scalability. Such reductions are expected to take place in stages over the next three quarters and are likely to result in gross sales margins approaching 50-60% which is far higher than other companies in the sector.

Market Outlook

Bollente is entering the market in front of the largest water heater replacement cycle ever at a time when homeowners are seeking ways reduce their carbon footprint without sacrificing comfort. Shares of companies like Whirlpool (WHR) and AO Smith (AOS) have soared - fueled by the unprecedented Consumer Durables replacement cycle - which is an echo of last decade’s building boom. It is estimated that some 57 Million water heaters will need replacement in the next 3 years. Florida, Texas, and Arizona, where electric water heaters dominate the market, were the epicenters of the boom. In the new construction market, builders are increasingly marketing “green” features and trutankless fit well along with other energy saving innovations. In commercial markets, projects with a green designation like LEED or EnergyStar recently became the majority.

Additionally, the Federal Government has mandated that starting in April 2015 standard electric water heaters over 55 gallons may not be sold, effectively forcing the market to use alternative technologies like tankless water heaters.

Investment Analysis

Bollente has entered the market with a disruptive product that has enjoyed significant tail winds thus far. As a result, we believe BOLC is poised to produce exceptional results. Management expects to announce several key partnerships outside of the wholesale channel for current products and launch several additional lines next year. Management has plans to significantly reduce the cost of goods sold and develop other innovations to supplement existing offerings which will be sold through the existing sales channels and reps which to help ensure sustainable growth over the next 3-5 years.

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 of increasing awareness.

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

Target Markets

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

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

Overview of Potential Markets and Summary of Marketing Plan

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

There are other problems inherent with traditional tank water heaters:

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

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

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

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

Distribution Plan

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

Sales will be pursued through the following channels:

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

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

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

Employees

We currently have nine full-time employees, including Robertson James Orr, who is also our sole officer and director, and two part-time employee. We expect to increase the number of employees to expand our sales and technical staff. 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.

Employment Agreements

Effective January 2014, the Company executed a two year employment agreement with the Vice President of Sales. The employee will receive annual compensation of $125,000 per year. The employee 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, pursuant to the agreement, 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, 2015, the Company executed a new employment agreement with the President and CEO of the Company. The officer will receive annual compensation of $75,000 due monthly. 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, 2015.

Effective October 1, 2014, the Company executed an employment agreement with the Vice President of Business Development of the Company. The employee will receive annual compensation of $125,000 due monthly. The employee can choose to receive the compensation in cash or in shares of common stock at $1 per share. Additionally, the Company issued 50,000 shares of common stock pursuant to the execution of the agreement.

Consulting Agreements

On September 1, 2014, the Company entered into a Manufacturer Incentive Agreement to sell and distribute trutankless systems in single-family homes, townhomes, and condominiums constructed and sold by Meritage Homes Corporation. The Company agrees to provide Meritage Home Corporation certain favorable pricing, supply terms, and incentives based on the volume of products purchased by Meritage’s subcontractors and suppliers.

On February 3, 2015, the Company entered into a Consulting and Advisory Agreement where an entity who will provide business development and consulting services. The Company has agreed to issue 2,000 shares of common stock for their services over a twelve month period.

Available Information

Our periodic reports filed with the SEC, which include Form 10-K, Form 10-Q, Form 8-K and amendments thereto, may be accessed by the public free of charge from the SEC. Electronic copies of these reports can be accessed at the SEC’s website ( http://www.sec.gov ). Copies of these reports may also be obtained, free of charge, upon written request to: Bollente Companies Inc., 8800 N. Gainey Dr., Suite 270, Scottsdale, Arizona 85258, Attn: Corporate Secretary. The public may read or obtain copies of these reports from the SEC at the SEC’s Public Reference Room at 450 Fifth Street N.W., Washington, D.C. 20549 (1-800-SEC-0330).

ITEM 1A. RISK FACTORS

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

We were incorporated in March of 2008 as a Nevada corporation. As a result of our start-up operations we have; (i) generated $265,504 in revenues in the year ended December 31, 2015, (ii) accumulated deficits of $17,875,816 from our inception through the period ended December 31, 2015, and (iii) we have incurred losses of $17,875,816 from our inception through the period ended December 31, 2015. We have been focused on organizational and start-up activities and business plan development. There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand for our products, the level of our competition and our ability to attract and maintain key management and employees.

If we are unable to attract and retain key personnel, our business could be harmed.

If any of our key employees were to leave, we could face substantial difficulty in hiring qualified successors and could experience a loss in productivity while any successor obtains the necessary training and experience. Our employment relationships are generally at-will. We cannot assure that one or more key employees will not leave in the future. We intend to continue to hire additional highly qualified personnel, but may not be able to attract, assimilate or retain qualified personnel in the future. Any failure to attract, integrate, motivate and retain these employees could harm our business.

We are subject to significant competition from large, well-funded companies.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

RISKS RELATED TO OUR INTELLECTUAL PROPERTY AND TECHNOLOGY

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

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

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

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

Our success depends, in significant part, on the proprietary nature of our technology. If a competitor is able to reproduce or otherwise capitalize on our technology, despite the safeguards we have in place, it may be difficult, expensive or impossible for us to obtain necessary legal protection. In addition to patent protection of intellectual property rights, we consider elements of our product designs and processes to be proprietary and confidential. We rely upon employee, consultant and vendor non-disclosure agreements and contractual provisions and a system of internal safeguards to protect our proprietary information. However, any of our registered or unregistered intellectual property rights may be challenged or exploited by others in the industry, which might harm our operating results.

RISKS RELATING TO OUR COMMON STOCK

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

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

·	Deliver to the customer, and obtain a written receipt for, a disclosure document;
·	Disclose certain price information about the stock;
·	Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;
·	Send monthly statements to customers with market and price information about the penny stock; and
·	In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

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

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

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

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We currently maintain an executive office 8800 N. Gainey Center Dr. Suite 270 Scottsdale AZ 85253, which consists of approximately 1,577 square feet. Our monthly rent for this office is $4,000. In January 2015, we signed a sublease with Perigon Companies, LLC, a Delaware limited liability company (“Perigon”). The lease term was one year at a rate of $4,000 per month with an option to continue on a month-to-month basis.

Additionally, we maintain an industrial/commercial building located at 15720 N Greenway-Hayden Loop, Unit 2, Scottsdale, AZ 85254, which consists of approximately 1,924 square feet. On January 1, 2015, we signed a new lease for 12 months at a rate of $2,800 per month.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any material legal proceedings.

PART II

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

Market Information

Our common stock is traded in the OTCQB under the symbol “BOLC”. Our common stock has traded sporadically on the OTCQB, which limits our ability to locate accurate high and low bid prices for each quarter within the last two fiscal years. Therefore, the following table lists the available quotations for the high and low bid prices for the fiscal years ended December 31, 2014 and 2015.

The following table sets forth, the average high and low bid prices of our common stock as reported by Yahoo Finance. These quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not necessarily represent actual transactions

		Year Ending December 31, 2015				Year Ending December 31, 2014
		AVERAGE BID PRICES				AVERAGE BID PRICES
		High		Low		High		Low
1 st Quarter	$	2.33	$	1.68	$	4.02	$	2.47
2 nd Quarter	$	2.38	$	1.76	$	3.24	$	1.95
3 rd Quarter	$	2.45	$	1.80	$	3.31	$	2.12
4 th Quarter	$	2.28	$	1.36	$	3.07	$	2.16

Holders of Common Stock

As of May 5, 2016, there were approximately 260 stockholders of record of our common stock. This number does not include shares held by brokerage clearing houses, depositories or others in unregistered form.

Dividends

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

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

·	our financial condition;

earnings;

·	need for funds;

·	capital requirements;

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

·	other factors, including any applicable laws.

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

Recent Sales of Unregistered Securities

On February 2, 2015, the Company issued 230,000 shares of common stock for cash received of $230,000.

On February 2, 2015, the Company issued 184,600 shares of common stock for services totaling $184,600.

On February 2, 2015, the Company issued 30,000 shares of common stock owed to an employee of the Company as part of their employment agreement totaling $30,000.

On March 23, 2015, the Company issued a total of 35,000 shares of common stock for cash received of $35,000.

On March 23, 2015, the Company issued 20,000 shares of common stock for services totaling $20,000.

On March 23, 2015, the Company issued 100,000 shares of common stock owed to employees of the Company as part of their employment agreement totaling $100,000.

On April 2, 2015, the Company issued 175,000 shares of common stock for cash received of $175,000.

On April 2, 2015 the Company issued 15,000 shares of common stock for services totaling $15,000.

On April 2, 2015, the Company issued 10,000 shares of common stock for services totaling $10,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

On April 30, 2015, the Company issued 451,000 shares of common stock for cash received of $451,000.

On June 18, 2015, the Company issued 10,000 shares of common stock for cash totaling $10,000.

On June 18, 2015, the Company issued 400,000 shares of common stock for cash received of $400,000.

On June 18, 2015, the Company issued 167,400 shares of common stock for services totaling $167,400. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

On June 18, 2015, the Company issued 11,300 shares of common stock as a settlement of debt totaling $11,300. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

On June 18, 2015, the Company issued 30,000 shares of common stock owed to an officer of the Company as part of their employment agreement totaling $30,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

On June 30, 2015, the Company issued 12,500 shares of common stock for cash received of $12,500.

On June 30, 2015, the Company issued 120,000 shares of common stock for services totaling $120,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

On August 19, 2015, the Company issued 136,000 shares of common stock for cash received of $136,000,of which $50,000 of the funds were received as of June 30, 2015 and recorded as stock payable.

On August 19, 2015, the Company issued 30,085 shares of common stock for services totaling $30,085. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

On August 19, 2015, the Company issued 10,000 shares of common stock owed to an employee of the Company as part of their employment agreement totaling $10,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

In October 1, 2015, the Company issued 25,000 shares of common stock for cash totaling $25,000.

On October 1, 2015, the Company issued 100,000 shares of common stock for services totaling $100,000.

On October 1, 2015, the Company issued 30,000 shares of common stock earned by the President of the Company as part of their employment agreement totaling $30,000.

On October 28, 2015, the Company issued 10,000 shares of common stock as commission totaling $10,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

On October 28, 2015, the Company issued 73,000 shares of common stock for services totaling $73,000. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71.

On November 23, 2015, the Company sold 50,000 shares of common stock to an investor for cash totaling $50,000. The shares were issued on February 10, 2016.

On November 30, 2015, the Company recorded a stock payable totaling $30,000 for 30,000 shares of common stock earned by the President of the Company as part of their employment agreement. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. The shares were issued on February 2, 2016.

On December 3, 2015, the Company sold 10,000 shares of common stock to an investor for cash totaling $10,000. The shares were issued on February 10, 2016.

On December 31, 2015, the Company recorded a stock payable totaling $10,000 for 10,000 shares of common stock earned by the President of the Company as part of their employment agreement. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. As of the date of this filing, the shares have not been issued.

On December 31, 2015, the Company recorded a stock payable totaling $500,000 for 500,000 shares of common stock earned by a consultant. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. The shares were issued on February 2, 2016.

We believe that the issuance and sale of the above 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.

Subsequent Sales & issuances of Unregistered Securities

On February 2, 2016, the Company issued 130,000 shares of common stock for cash received of $130,000.

On February 2, 2016, the Company issued 930,000 shares of common stock for services totaling $930,000.

On February 10, 2016, the Company issued 60,000 shares of common stock for cash received of $60,000.

On February 10, 2016, the Company issued 45,000 shares of common stock for services totaling $45,000.

On February 22, 2016, the Company issued 303,000 shares of common stock for services totaling $303,000.

We believe that the issuance 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.

Issuer Purchases of Equity Securities

The Company did not repurchase any of its equity securities during the fourth quarter ended December 31, 2015.

ITEM 6. SELECTED FINANCIAL DATA

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

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

Background

Bollente manufactures and sells a high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products. See “Item 1. Business.”

RESULTS OF OPERATIONS

Revenues

In the year ended December 31, 2015 we generated $265,504 in revenues, as compared to $238,912 in revenues in the prior year. The increase in sales was attributable mostly to sales of our trutankless® products and also the sale of Vero products which Vero products were not sold in 2014. Cost of goods sold was $342,999, as compared to $440,330 in the prior year.

To the knowledge of management, the Company is unaware of any trends or uncertainties in the sales or costs of our products and services for the periods discussed.

Expenses

Operating expenses totaled $4,454,110 during the year ended December 31, 2015 as compared to $6,010,406 in the prior year. In the year ended December 31, 2015, our expenses primarily consisted of General and Administrative of $1,369,555, Executive Compensation of $266,500, Research and Development of $318,720, and Professional fees of $2,499,335.

General and administrative fees decreased $187,460, from the year ended December 31, 2014 to the year ended December 31, 2015. This decrease was primarily due to a decrease in wages and marketing in 2015.

Executive Compensation increased $57,650 from the year ended December 31, 2014 to the year ended December 31, 2015. Executive Compensation increased due to an increase in cash and stock based compensation to the President of the Company.

Research and development decreased $558,057 from the year ended December 31, 2014 to the year ended December 31, 2015. This decrease is attributed primarily to the Company spending less towards developing its technology. In 2014, the Company was still spending funds on developing our products.

Professional fees decreased $868,429 from the year ended December 31, 2014 to the year ended December 31, 2015. Professional fees decreased due to a decrease in consulting fees associated with business development.

Other Income and Expenses

Other income increased $270,787 in the year ended December 31, 2015 from $7,182 for the year ended December 31, 2014. The increase was the result of a forgiveness of debt in 2015.

Interest expense – related party increased $30,309 to $39,394 in the year ended December 31, 2015 from $9,085 for the year ended December 31, 2014. The increase was the result of an increase in notes payable with interest accruals.

Interest expense increased $117 to $322 in the year ended December 31, 2015 from $205 for the year ended December 31, 2014. The increase was the result of an increase in notes payable with interest accruals.

Net Loss

In the year ended December 31, 2015, we generated a net loss of $4,293,361, a decrease of $2,924,578 from $7,217,939 for the year ended December 31, 2014. This decrease was attributable to decreased research and development costs, professional fees, and loss on debt conversion. The loss on debt conversion amount was determined as follows: Amount owed to Perigon totaled $275,000. We issued 1,100,000 shares valued at $1.00 per share based on prior stock issuances. The total value converted was $1,100,000 which left an $825,000 loss on conversion.

In the year ended December 31, 2015, we generated a net loss from continuing operations of $4,293,361, a decrease of $2,745,571 from $7,038,932 for the year ended December 31, 2014. This decrease was attributable to decreased research and development costs, professional fees and loss on debt conversion.

In the year ended December 31, 2015, we generated a net loss from discontinued operations of $0 compared to a net loss from discontinued operations of $179,007 for the year ended December 31, 2014. This decrease was attributable to decreased legal fees.

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

As of December 31, 2015, we had $3,618 in cash, $72,533 in accounts receivable, $222,537 in inventory, $205,886 in prepaid expenses and $306,217 in prepaid stock compensation. The following table provides detailed information about our net cash flow for all financial statement periods presented in this Annual Report. To date, we have financed our operations through the issuance of stock and borrowings.

The following table sets forth a summary of our cash flows for the years ended December 31, 2015 and 2014:

	Year ended December 31,
	2015	2014
Net cash used in operating activities – continuing operations	$ (2,523,867)	$ (2,647,194)
Net cash used in operating activities – discontinued operations	-	(85,647)
Net cash used in operating activities	(2,523,867)	(2,732,841)
Net cash used in investing activities – continuing operations	(18,424)	(12,324)
Net cash used in investing activities	(18,424)	(12,324)
Net cash provided by financing activities – continuing operations	2,505,463	2,695,635
Net cash provided by financing activities – discontinued operations	-	86,013
Net cash provided by financing activities	2,505,463	2,781,648
Net decrease in Cash	(36,828)	36,483
Cash, beginning	40,446	4,329
Cash, ending	3,618	40,812
Less: Cash, discontinued operations	-	366
Cash, continuing operations	$ 3,618	$ 40,446

Operating activities

Net cash used in operating activities – continuing operations was $2,523,867 for the year ended December 31, 2015, as compared to $2,647,194 used in operating activities for the same period in 2014. The decrease in net cash used in operating activities – continuing operations was primarily due to a decrease in payroll, marketing, research and development and consulting contract cost.

Net cash used in operating activities – discontinued operations was $0 for the year ended December 31, 2015, as compared to $85,647 used in operating activities for the same period in 2014. The decrease in net cash used in operating activities – discontinued operations was primarily due to a decrease in legal fees.

Investing activities

Net cash used in investing activities was $18,424 for the year ended December 31, 2015, as compared to $12,324 used in investing activities for the same period in 2014. The increase in net cash used in investing activities was primarily due to an increase in software, trademarks, and fixed asset purchases.

Financing activities

Net cash provided by financing activities – continuing operations for the year ended December 31, 2015 was $2,505,463, as compared to $2,695,635 for the same period of 2014. The decrease of net cash provided by financing activities – continuing operations was mainly attributable to less equity financing from the sale of common stock and borrowings.

Net cash provided by financing activities – discontinued operations for the year ended December 31, 2015 was $0, as compared to $86,013 for the same period of 2014. The decrease of net cash provided by financing activities – discontinued operations was mainly attributable to less financing from borrowings.

As of December 31, 2015, we continue to use traditional and/or debt financing to provide the capital we need to run the business.

Since inception, we have financed our cash flow requirements through issuance of common stock 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 substantial 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.

On March 3, 2015, the Company received $200,000 as a loan from a shareholder of the Company. The interest rate is 12% that is to be paid on a monthly basis. The term of the note is for two years beginning March 3, 2015 and ending on March 2, 2017.

During the year ended December 31, 2015, 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 December 31, 2015, twenty-five units have been sold totaling $625,000. This amount is included in additional paid in capital since there is no obligation to repay the funds. As of December 31, 2015, we did not pay any royalties to the unit holders .

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

Off-Balance Sheet Arrangements

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements and Financial Statement Schedules appearing on page 36 of this Form 10-K.

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

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

ITEM 9A (T) CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our Principal Executive Officer and Principal Financial Officer, Robertson James Orr, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Report. Based on his evaluation, Mr. Orr concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control, as is defined in the Securities Exchange Act of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable. There are inherent limitations in the effectiveness of any system of internal controls, including the possibility of human error and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance with respect to reporting financial information.

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

Management has undertaken an assessment of the effectiveness of our internal control over financial reporting based on the framework and criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based upon this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2015.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.

Changes in Internal Control Over Financial Reporting

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

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The members of our board of directors serve for one year terms and are elected at the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the board of directors.

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

Name	Age	Title	Since

Robertson James Orr	41	Chief Executive Officer, President, Secretary, Treasurer, & Director	May 12, 2010

Duties, Responsibilities and Experience

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

Indemnification of Directors and Officers

Our Articles of Incorporation and Bylaws both provide for the indemnification of our officers and directors to the fullest extent permitted by Nevada law.

Limitation of Liability of Directors

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

Election of Directors and Officers

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

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires our executive officers and directors, and persons who beneficially own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Executive officers, directors and greater-than-ten-percent beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations from our executive officers and directors, we believe that as of the date of this filing they were current in their filings.

Code of Ethics

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

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

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

3.	Compliance with applicable governmental laws, rules and regulations;

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

5.	Accountability for adherence to the code.

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

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

Corporate Governance

We currently do not have standing audit, nominating and compensation committees of the board of directors, or committees performing similar functions. Until formal committees are established, our entire board of directors, perform the same functions as an audit, nominating and compensation committee.

Involvement in Certain Legal Proceedings

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

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

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

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

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

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

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

ITEM 11. EXECUTIVE COMPENSATION

Overview of Compensation Program

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

Compensation Philosophy and Objectives

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

Role of Executive Officers in Compensation Decisions

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

On March 1, 2015, the Company executed a Personal Service Agreement with Mr. Orr, the President of the Company. Mr. Orr will receive annual compensation of $75,000 due monthly. Mr. Orr 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, 2015.

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by our current Executive Officers for the fiscal years ended December 31, 2015, 2014 and 2013 .

SUMMARY COMPENSATION TABLE
Name and Principal Positions	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compen-sation ($)	Non-qualified Deferred Compensation Earnings ($)	All Other Compen-sation ($)	Total ($)
Robertson James Orr (1) ,	2015	76,500	-0-	190,000 (2)	-0-	-0-	-0-	-0-	266,500
President, Secretary,	2014	64,500	-0-	165,000 (3)	-0-	-0-	-0-	-0-	229,500
Treasurer & Director	2013	12,000	-0-	111,600 (4)	-0-	-0-	-0-	-0-	123,600

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

(2)	Amount represents the fair market value of 190,000 shares of common stock issued for services as an employee.

(3)	Amount represents the fair market value of 165,000 shares of common stock issued for services as an employee.

(4)	Amount represents the fair market value of 45,000 shares of common stock issued for services as an employee.

(5)	Amount represents the fair market value of 95,000 shares of common stock issued for services as an employee.

Termination of Employment

There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person’s responsibilities following a change in control of the Company, except with respect to a breach of contract on the part of the Company.

Option Grants in Last Fiscal Year

During the years ended December 31, 2015 and 2014, we did not grant any options to our officers and directors.

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

The following table sets forth information, to the best of our knowledge, about the beneficial ownership of our common stock on May 6, 2016 relating to the beneficial ownership of our common stock by those persons known to beneficially own more than 5% of our capital stock and by our directors and executive officers. The percentage of beneficial ownership for the following table is based on 20,818,186 shares of common stock outstanding.

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire within 60 days after May 6, 2016 pursuant to options, warrants, conversion privileges or other right. The percentage ownership of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of our common stock.

Security Ownership of Management, Directors and Certain Beneficial Owners

Title of Class	Name of Beneficial Owner (1)	Number Of Shares	Percent Beneficially Owned
Common	Robertson James Orr – Sole Officer and Director (2)	776,327	3.7%
Common	Jim Burns & Lynn Burns JT TEN	1,110,000	5.3%
	All Directors, Officers and Principal Stockholders as a Group	1,886,327	9.0%

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

2.	Robertson James Orr is a natural person directly holding 100% voting power over the shares. Mr. Orr’s address is located at 312 West Macaw Drive, Chandler, AZ 85255.

3.	Jim & Lynn Burns are natural persons directly holding 100% voting power over the shares. Mr. and Mrs.’s Burns address is located at 146101 W Meadow Ln, Maricopa, AZ 85139

Changes in Control

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

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

Transactions with Related Persons

In January 2014, the Company executed a sublease agreement with Perigon Companies, LLC, a related party. The lease term was one year at a rate of $4,000 per month. The Company paid a refundable security deposit of $1,500. The lease is currently month-to-month at the same rate of $4,000 per month.

Promoters and Certain Control Persons

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

Director Independence

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

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

AUDIT FEES

Audit and Non-Audit Fees

The aggregate fees billed for professional services rendered by De Joya Griffith & Company, LLC, for the audit of our annual financial statements and review of the financial statements included in our Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for fiscal years 2014 was $33,800.

In March 2015, we engaged Seale and Beers, CPAs to serve as the Registrant’s independent registered public accountants. The aggregate fees billed for professional services rendered by Seale and Beers, CPAs for the audit of our annual financial statements for the fiscal year 2015 and 2014 was $30,000 and $15,000, respectively.

(2) AUDIT-RELATED FEES

None.

(3) TAX FEES

See table above.

(4) ALL OTHER FEES

None.

(5) AUDIT COMMITTEE POLICIES AND PROCEDURES

We do not have an audit committee.

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

Not applicable.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

We have filed the following documents as part of this Annual Report on Form 10-K:

1.	The financial statements listed in the "Index to Consolidated Financial Statements" on page 34 are filed as part of this report.

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

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

Exhibit Index


Exhibit Number	Exhibit Description
2.1	Acquisition Agreement and Plan of Merger – dated March 3, 2011 (3)
2.2	Addendum No. 1 to Acquisition Agreement and Plan of Merger – Dated April 27, 2011 (4)
3(i)(a)	Articles of Incorporation of Bollente Companies, Inc. (Formerly Alcantara Brands Corporation) (1)
3(i)(b)	Certificate of Amendment – Name Change – Dated March 2, 2011 (2)
3(i)(c)	Certificate of Change – 50:1 Reverse Split – Dated September 23, 2010 (2)
3(ii)(a)	Bylaws of Bollente Companies, Inc. (Formerly Alcantara Brands Corporation) (1)
10.1	Sublease Agreement –Perigon - dated January 1, 2014*
10.2	Sublease Agreement – Templar – dated January 1, 2015*
10.3	Subscription and Royalty Agreement – Bollente International – S. Bressler*
10.4	Subscription and Royalty Agreement – Bollente International – Fouts*
10.5	Subscription and Royalty Agreement – Bollente International – Heroux*
10.6	Subscription and Royalty Agreement – Bollente International – Hooker*
10.7	Subscription and Royalty Agreement – Bollente International – R. Fouts*
10.8	Subscription and Royalty Agreement – Bollente International – Femrite*
10.9	Subscription and Royalty Agreement – Bollente International – Schutz*
10.10	Subscription and Royalty Agreement – Bollente International – Slyter*
10.11	Employment Agreement – RJ dated March 1, 2015
10.12	Promissory Note $200,000 dated March 3, 2015
21.1	Subsidiaries of the Company
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act
32.1	Certification pursuant to 18 U.S.C. Section 350
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.DEF	XBRL Taxonomy Extension Definition
101.LAB	XBRL Taxonomy Extension Label
101.PRE	XBRL Taxonomy Extension Presentation

(1)	Incorporated by reference from the Company’s Registration Statement on Form SB-2 filed on March 19, 2008.

(2)	Incorporated by reference from the Company’s Quarterly Report on Form 10-Q filed on November 24, 2010.

(3)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 10, 2011.

(4)	Incorporated by reference from the Company’s Current Report on Form 8-K filed on May 6, 2011.

*Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

By: /s/ Robertson J. Orr

Robertson James Orr, President

Date: November 2, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Robertson J. Orr	Chairman of the Board of Directors,	November 2, 2016
Robertson James Orr	Chief Executive Officer (Principal Executive Officer)
	and Principal Financial Officer

BOLLENTE COMPANIES INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014

	PAGES

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	37

CONSOLIDATED BALANCE SHEETS	38

CONSOLIDATED STATEMENTS OF OPERATIONS	39

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY	40

CONSOLIDATED STATEMENTS OF CASH FLOWS	41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	42

PCAOB Registered Auditors – www.sealebeers.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Bollente Companies, Inc.

We have audited the accompanying balance sheets of Bollente Companies, Inc. as of December 31, 2015 and 2014, and the related statements of income, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2015. Bollente Companies, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bollente Companies, Inc. as of December 31, 2015 and 2014, and the related statements of income, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has minimal revenues, has negative working capital at December 31, 2015, has incurred recurring losses and recurring negative cash flow from operating activities, and has an accumulated deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Seale and Beers, CPAs

Seale and Beers, CPAs

Las Vegas, Nevada

May 6, 2016

BOLLENTE COMPANIES, INC.
CONSOLIDATED BALANCE SHEETS
(audited)


	December 31,			December 31,
	2015			2014

ASSETS

Current assets:
Cash	$	3,618		$	40,446
Accounts receivable		72,533			54,477
Inventory		222,537			174,132
Prepaid expenses		205,886			30,399
Prepaid stock compensation		306,217			530,000
Total current assets		810,791			829,454

Fixed assets, net		5,885			8,768

Other assets:
Security deposits		1,500			1,500
Trademarks		8,083			825
Prepaid stock compensation - long term portion		-			16,667
Software		10,000			-
Website		21,160			40,693
Total other assets		40,743			59,685

Total assets	$	857,419		$	897,907


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable	$	620,910		$	338,651
Credit cards		15,971			2,387
Customer deposits		600			600
Accrued salaries - related party		26,040			15,278
Accrued payroll taxes		11,984			12,505
Notes payable - related party		600			128,637
Notes payable – related party, net of debt discount		195,000			-
Line of credit - related party		16,000			-
Accrued interest payable		4			4
Accrued interest payable - related party		4,316			-
Total current liabilities		891,425			498,062

Long-term liabilities:
Notes payable - related party		233,000			-
Total long-term liabilities		233,000			-

Total liabilities		1,124,425			498,062

Stockholders' equity:
Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
as of December 31, 2015 and December 31, 2014, respectively		-			-
Common stock, $0.001 par value, 100,000,000 shares
authorized, 19,350,186 and 16,934,301 shares issued and outstanding
as of December 31, 2015 and December 31, 2014, respectively		19,351			16,935
Additional paid-in capital		16,763,822			13,725,353
Subscriptions payable		750,000			164,375
Accumulated deficit		(17,800,179	)		(13,506,818	)
Total stockholders' equity		(267,006	)		399,845

Total liabilities and stockholders' equity	$	857,419		$	897,907

See accompanying notes to consolidated financial statements.

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




	For the year ended
	December 31,
	2015			2014

Revenue	$	265,504		$	238,912

Cost of goods sold		(342,999	)		(440,330	)

Gross profit		(77,495	)		(201,418	)

Operating expenses:
General and administrative		1,369,555			1,557,015
Executive compensation		266,500			208,850
Research and development		318,720			876,777
Professional fees		2,499,335			3,367,764

Total operating expenses		4,454,110			6,010,406

Other income(expenses):
Other income		277,969			7,182
Interest expense - related party		(39,394	)		(9,085	)
Interest expense		(322	)		(205	)
Loss on debt conversion		-			(825,000	)
Other expenses		(9	)		-

Total other income(expenses)		238,244			(827,108	)

Net loss from continuing operations		(4,293,361	)		(7,038,932	)

Net loss from discontinued operations		-			(179,007	)

Net loss		(4,293,361	)		(7,217,939	)

Basic earnings per share
Loss from continuing operations	$	(0.23	)	$	(0.50	)
Loss from discontinued operations		-			(0.01	)

Net loss per common share - basic	$	(0.23	)	$	(0.51	)

Weighted average number of common shares		18,434,686			14,231,198
outstanding - basic

See accompanying notes to consolidated financial statements.

BOLLENTE COMPANIES, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
(audited)


																Deficit
																Accumulated
									Additional							During			Total
	Preferred Shares				Common Shares				Paid-In		Subscriptions		Subscriptions			Development			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Receivable		Payable			Stage			Equity (Deficit)
Balance, December 31, 2013		-	$	-		10,242,456	$	10,243	$	7,010,353	$	-	$	94,850		$	(6,478,386	)	$	637,060

Spin-off of Nuvola, Inc.
November 24, 2014																	189,507			189,507

December 31, 2014
Issuance for cash						2,817,999		2,818		2,815,181		-		75,000						2,892,999

December 31, 2014
Issuance for employment agreement						527,000		527		556,323				(14,850	)					542,000

December 31, 2014
Issuance for consulting services						2,231,592		2,232		2,229,360				9,375						2,240,967

December 31, 2014
Issuance for debt conversion						1,115,250		1,115		1,114,135										1,115,250

December 31, 2014
Net loss																	(7,217,939	)		(7,217,939	)

Balance, December 31, 2014		-	$	-		16,934,297	$	16,935	$	13,725,353	$	-	$	164,375		$	(13,506,818	)	$	399,845

December 31, 2015
Issuance for cash						1,474,500		1,475		1,473,026		-		85,000						1,559,500

December 31, 2015
Issuance for employment agreement						200,000		200		199,800				10,000						210,000

December 31, 2015
Issuance for consulting services						720,085		730		719,355				490,625						1,210,710

December 31, 2015
Issuance with note payable						10,000		10		9,990										10,000

December 31, 2015
Issuance for settlement of accounts payable						11,300		11		11,289										11,300

December 31, 2015
Proceeds from royalty payments										625,000										625,000

December 31, 2015
Net loss																	(4,293,361	)		(4,293,361	)

Balance, December 31, 2015		-	$	-		19,350,182	$	19,351	$	16,763,822	$	-	$	750,000		$	(17,800,179	)	$	(267,006	)

See accompanying notes to consolidated financial statements.

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




	For the year ended
	December 31,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,293,361	)	$	(7,217,939	)
Less: Loss from discontinued operations		-			179,007

Loss from continuing operations		(4,293,361	)		(7,038,932	)
Adjustments to reconcile net loss from continuing operations
to net cash used in operating activities from continuing operations:
Shares issued for services		1,210,710			980,967
Depreciation		4,049			3,282
Shares issued for employment agreement		210,000			409,500
Shares issued for prepaid stock compensation		240,450			2,079,034
Loss on debt conversion					825,000
Amortization of website costs		19,533			17,905
Accrued rent expense - related party line of credit		-			42,000
Amortization of debt discount		5,000			-
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		(18,056	)		(54,477	)
(Increase) decrease in inventory		(48,405	)		(174,132	)
(Increase) decrease in prepaid expenses		(175,487	)		(5,638	)
(Increase) in other receivables		-			-
Increase in accounts payable		294,482			258,006
Increase in accounts payable - related party		(922	)		3,876
Increase in credit card		13,583			2,387
Increase in customer deposits					600
Increase in accrued salaries - related party		10,762			4,409
Increase in accrued payroll taxes		(521	)		614
Increase in accrued interest payable					4
Increase in accrued interest payable - related party		4,316			(1,599	)

Net cash used in operating activities - continuing operations		(2,523,867	)		(2,647,194	)
Net cash used in operating activities - discontinued operations		-			(85,647	)

Net cash used in operating activities		(2,523,867	)		(2,732,841	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase trademarks		(7,258	)		(275	)
Purchase software		(10,000	)
Purchase website costs		-			-
Purchase of fixed assets		(1,166	)		(12,049	)

Net cash used in investing activities - continuing operations		(18,424	)		(12,324	)

Net cash used in investing activities		(18,424	)		(12,324	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible notes payable
Proceeds from notes payable		200,000			17,000
Repayments from notes payable					(17,000	)
Proceeds from notes payable - related party		233,150			152,687
Repayments of notes payable - related party		(128,187	)		(254,000	)
Proceeds from line of credit - related party		16,000			-
Repayments of line of credit - related party		-			(91,051	)
Proceeds from sale of common stock, net of offering costs		1,559,500			2,887,999
Proceeds from royalty payments		625,000			-

Net cash provided by financing activities - continuing operations		2,505,463			2,695,635
Net cash provided by financing activities - discontinued operations		-			86,013

Net cash provided by financing activities		2,505,463			2,781,648


NET CHANGE IN CASH		(36,828	)		36,483

CASH AT BEGINNING OF THE PERIOD		40,446			4,329

CASH AT END OF THE PERIOD		3,618			40,812

Less: CASH OF DISCONTINUED OPERATIONS AT END OF THE PERIOD		-			366

CASH OF CONTINUING OPERATIONS AT END OF THE PERIOD	$	3,618		$	40,446



SUPPLEMENTAL INFORMATION:
Interest paid	$	20,000		$	-
Income taxes paid	$	-		$	-

Non-cash investing and financing activities:
Shares issued as settlement of accounts payable	$	441,128		$	37,681
Shares issued for prepaid stock compensation	$	654,600		$	1,432,500
Shares issued to settle notes payable	$	-		$	290,250

See accompanying notes to consolidated financial statements.

BOLLENTE COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

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

Nature of operations

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

Principles of consolidation

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

On November 24, 2014, the Company completed the spin-off of its cloud-based technology business, Nuvola, Inc. Shareholders of the Company will receive one restricted share of Nuvola, Inc. for every twenty shares held. As a result of the spin-off, all current and prior year amounts have been adjusted to reflect Nuvola, Inc. as a discontinuted operation.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

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 December 31, 2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

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

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

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

BOLLENTE COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Reclassifications

During the fourth quarter of 2014, assets related to Nuvola, Inc. met the criteria for classification as Discontinued Operations. The results of operations related to Nuvola, Inc. are included in the consolidated statements of operations as “Net loss from discontinued operations.” The cash flows of this business is also presented separately in our consolidated statements of cash flows.

Recent pronouncements

In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity," which changes the criteria for determining which disposals can be presented as discontinued operations and modifies the related disclosure requirements. This guidance should be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date which is fiscal years beginning on or after December 15, 2014, and interim periods within those annual periods. The Company chose to early adopt the provisions of this guidance in the fourth quarter of 2014.

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 December 31, 2015 of ($17,800,179).

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 – INVENTORY

Inventories consist of the following at:

	December 31, 2015		December 31, 2014

Raw materials	$	42,061	$	174,132
Finished goods		180,476		-

Total	$	222,537	$	174,132

NOTE 4 – WEBSITE

Website consists of the following at:

	December 31, 2015			December 31, 2014

Website	$	58,598		$	58,598

Less: Accumulated amortization		(37,438	)		(17,905	)

Website, net	$	21,160		$	40,693

Amortization expense from continuing operations for the years ended December 31, 2015 and 2014 was $19,533 and $17,905, respectively.

BOLLENTE COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

NOTE 5 – NOTES PAYABLE – RELATED PARTY

Notes payable consist of the following at:

	December 31, 2015		December 31, 2014

Note payable to an officer, director and shareholder, unsecured, 0% interest, due upon demand	$	600	$	450

Note payable from a shareholder, secured, 12% interest, due June 2016		195,000		-

Note payable to a related entity, unsecured, 0% interest, due upon demand		-		128,187

Notes Payable – Current	$	195,600	$	128,637

	December 31, 2015		December 31, 2014
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	$	-

Interest expense from continuing operations for the years ended December 31, 2015 and 2014 was $39,716 and $9,290, respectively.

NOTE 6 – ROYALTY PAYMENTS

NOTE 7 – DISCONTINUED OPERATIONS

BOLLENTE COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT)

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 February 2, 2015, the Company issued 230,000 shares of common stock for cash received of $230,000, of which $115,000 of the funds were received during December 2014 and recorded as stock payable.

On February 2, 2015, the Company issued 184,600 shares of common stock for services totaling $184,600.

On February 2, 2015, the Company issued 30,000 shares of common stock owed to an employee of the Company as part of their employment agreement totaling $30,000.

On March 23, 2015, the Company issued a total of 35,000 shares of common stock for cash received of $35,000.

On March 23, 2015, the Company issued 20,000 shares of common stock for services totaling $20,000.

On March 23, 2015, the Company issued 100,000 shares of common stock owed to employees of the Company as part of their employment agreement totaling $100,000.

On April 2, 2015, the Company issued 175,000 shares of common stock for cash received of $175,000, of which $10,000 and $165,000 of the funds were received as of December 31, 2014 and March 31, 2015, respectively, and recorded as stock payable.

On April 2, 2015 the Company issued 15,000 shares of common stock for services totaling $15,000, of which $2,500 and $3,750 was expensed as of December 31, 2014 and March 31, 2015, respectively, and recorded as stock payable.

On April 30, 2015, the Company issued 451,000 shares of common stock for cash received of $451,000.

On June 18, 2015, the Company issued 10,000 shares of common stock for cash totaling $10,000 which was received as of March 31, 2015 and recorded as stock payable.

On June 18, 2015, the Company issued 400,000 shares of common stock for cash received of $400,000.

On June 30, 2015, the Company issued 12,500 shares of common stock for cash received of $12,500.

BOLLENTE COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

On August 19, 2015, the Company issued 136,000 shares of common stock for cash received of $136,000,of which $50,000 of the funds were received as of June 30, 2015 and recorded as stock payable.

In October 1, 2015, the Company issued 25,000 shares of common stock for cash totaling $25,000 which was received as of September 30, 2015 and recorded as stock payable.

On October 1, 2015, the Company issued 100,000 shares of common stock for services totaling $100,000,of which $12,500 was expensed as of September 30, 2015 and recorded as stock payable.

On October 1, 2015, the Company issued 30,000 shares of common stock earned by the President of the Company as part of their employment agreement totaling $30,000. This was expensed as of September 30, 2015 and recorded as stock payable.

On November 23, 2015, the Company sold 50,000 shares of common stock to an investor for cash totaling $50,000 and are recorded to stock payable. The shares were issued on February 10, 2016.

On December 3, 2015, the Company sold 10,000 shares of common stock to an investor for cash totaling $10,000 and are recorded to stock payable. The shares were issued on February 10, 2016.

BOLLENTE COMPANIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

NOTE 9 – PREPAID STOCK COMPENSATION

During the year ended December 31, 2015, the Company issued a total of 654,600 shares of common stock as part of six consulting agreements totaling $654,600. The shares were valued according to the fair value of the common stock, based on recent sales in a PPM at $1.00 and not based on the stock price on the market at the time which ranged from $2.53 to $3.71. 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 agreement.

For the year ended December 31, 2015, the Company expensed $1,001,508 as professional fees with a remaining prepaid expense amount totaling $306,217 at December 31, 2015.

NOTE 10 – AGREEMENTS

On April 21, 2015, the Company received $33,000 as a loan from an officer of the Company. The term of the note is for two years beginning April 21, 2015 and ending on April 20, 2017 and bears no interest.

Lease agreement

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 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 year ended December 31, 2015 and 2014 was $85,877 and $61,545, respectively.

NOTE 11 – SUBSEQUENT EVENTS

On February 2, 2016, the Company issued 130,000 shares of common stock for cash received of $130,000.

On February 2, 2016, the Company issued 930,000 shares of common stock for services totaling $930,000.

On February 10, 2016, the Company issued 60,000 shares of common stock for cash received of $60,000.

On February 10, 2016, the Company issued 45,000 shares of common stock for services totaling $45,000.

On February 22, 2016, the Company issued 303,000 shares of common stock for services totaling $303,000.

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (the "Agreement") is made this 1st day of January, 2014 by and between Bollente Companies, Inc, a Nevada corporation with offices at 8501 N. Scottsdale Rd., Suite 165, Scottsdale, AZ 85253 (hereinafter “Tenant"), and Perigon Companies, LLC, a Delaware limited liability company with offices at 8800 N. Gainey Center Dr., Suite 270, Scottsdale, AZ 85258 (hereinafter "Landlord").

WHEREAS, Tenant desires to lease office space and acquire access to certain services in order to conduct Tenant’s business activities;

WHEREAS, Landlord desires to lease office space and provide access to certain services to Tenant;

NOW, THEREFORE, in consideration of the mutual covenants herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.	LEASED SPACE The office space being leased, located at 8800 N. Gainey Center Dr., Scottsdale, AZ 85258, shall consist of 3 window offices om Suit 270 along with reasonable use of common areas, kitchen/break area, conference room, and two (2) reserved, unassigned, covered parking spaces.

INCLUDED SERVICES Tenant shall have access to dedicated phone lines, including 1,250 minutes of domestic long distance calling, shared fax line, wireless broadband internet service, and television services provided through Landlord by Cox Communications, Inc. Tenant shall also have use of office furniture, customary utilities, networked office equipment, and janitorial services, as available.

LEASE TERM This Agreement shall commence on the date first written above and shall continue on a month-to-month basis and shall terminate thirty (30) days after receipt of written notice Landlord or Tenant. Occupancy beyond this termination shall be pro-rated and charged and due at one hundred twenty five percent (125%) of the periodic lease rate, as defined below, of the base lease term.

4.	PERIODIC LEASE RATE The periodic lease rate shall consist of payments of Four Thousand Dollars ($4,000.00) per month. Payments shall be due in advance on the first business day of the month commencing on the date first written above.

5.	SECURITY DEPOSIT A security deposit has already been paid to Landlord pursuant to the Sublease Agreement executed between the parties, January 3, 2011. Such deposit shall be held until tenant departure, subject to the terms and conditions of that agreement.

LATE PAYMENTS Payments due under this Agreement shall be considered late if they are not received by 5:00 PM on the fifth (5th) business day after their due date. The amount of such late payments shall be added to the principle sum of the Revolving Credit Grid-Note currently in effect between the parties, under the terms and conditions thereof, and shall thereafter be considered received by Landlord for the purposes of this Agreement.

HOURS OF OPERATION Normal hours of operation shall be from 9:00 AM to 6:00 PM, Monday through Friday, except holidays. Access to the building before or after such hours shall be at Tenant option. Tenant shall become versed in security access, and shall accept responsibility for maintaining building security during non-business hours.

SIGNAGE Costs related to lobby and suite signage shall be paid in advance by Tenant and shall be coordinated by Landlord and building management. No exterior building sign shall be permitted. Signage shall be approved by Landlord and building management. Tenant agrees and understands signage will be coordinated by building management.

9.	MISCELLANEOUS FEES Tenant shall pay no initial setup or administration fees. However, Landlord reserves the right to assess additional charges, at its cost, to Tenant for excessive use of services, if and as appropriate.

10.	ASSIGNMENT The Tenant may not assign this Agreement or his or her interest herein without the prior written consent of Landlord.

11.	AMMENTMENTS No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties.

12.	NO WAIVER Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure.

13.	ENFORCEABILITY If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the reminder of the Agreement shall remain in full force and effect and shall be in no way impaired.

14.

ARBITRATION Any controversy or claim arising out of or relating to this Agreement, or a breach hereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

15.	GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona whose courts shall have exclusive jurisdiction over disputes arising between the parties hereto.

16.	ENTIRE AGREEMENT This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

TENANT:

Bollente Companies, Inc.

/S/ Robertson J. Orr

Robertson J. Orr

Duly Authorized

LANDLORD:

Perigon Companies, LLC

/S/ Eric C. Stebbins

Eric C. Stebbins

Duly Authorized

LEASE AGREEMENT

THIS LEASE AGREEMENT (the "Agreement") is made this 1st day of January, 2015 by and between Bollente, Inc, a Nevada corporation with offices at 15720 N. Greenway Hayden Loop, Suite 2, Scottsdale, AZ 85260 (hereinafter “Tenant"), and Templar Asset Group, LLC, a Delaware limited liability company with offices at 8800 N. Gainey Center Dr., Suite 270, Scottsdale, AZ 85258 (hereinafter "Landlord").

WHEREAS, Tenant desires to lease office space and acquire access to certain services in order to conduct Tenant’s business activities;

WHEREAS, Landlord desires to lease office space and provide access to certain services to Tenant;

NOW, THEREFORE, in consideration of the mutual covenants herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

LEASED SPACE The office space being leased, located at 15720 N Greenway Hayden Loop, Scottsdale, AZ 85260, shall consist of approximately 1,800 square feet, including 2 offices, along with reasonable use of common areas, kitchen/break area, classroom and showroom space. Parking shall consist of two (2) reserved, unassigned, covered parking spaces in the rear of the building.

LEASE TERM AND TERMINATION This Agreement shall commence on the date first written above and shall be a twelve (12) months and thereafter shall continue on a month-to-month basis and shall terminate thirty (30) days after receipt of written notice Landlord or Tenant. Occupancy beyond this termination shall be pro-rated and charged at one hundred twenty five percent (125%) of the periodic lease rate, as defined below, of the base lease term.

3.	PERIODIC LEASE RATE The periodic lease rate shall consist of payments of Four Thousand Dollars ($2,800.00) per month. Payments shall be due in advance on the first business day of the month commencing on the date first written above.

4.	SECURITY DEPOSIT No security deposit has been paid to Landlord pursuant to the Sublease Agreement executed between the parties, January 1, 2015.

TENANT IMPROVEMENTS AND SIGNAGE Costs related to improvement and suite signage shall be paid by Tenant. Exterior building signage shall be allowed, provided it complies with building local codes and is properly permitted with the authority having jurisdiction. Improvements and signage shall be approved by Landlord prior to installation or modifications.

6.	ACCESS AND SECURITY Tenant may elect to install a security system(s) with monitoring service, and shall accept responsibility for taking reasonable steps maintain building security during non-business hours.

7.	ASSIGNMENT The Tenant may not assign this Agreement or his or her interest herein without the prior written consent of Landlord.

8.	AMMENDMENTS No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties.

9.	NO WAIVER Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure.

10.	ENFORCEABILITY If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the reminder of the Agreement shall remain in full force and effect and shall be in no way impaired.

11.

12.	GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona whose courts shall have exclusive jurisdiction over disputes arising between the parties hereto.

13.	ENTIRE AGREEMENT This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first set forth above.

TENANT: LANDLORD:

Bollente, Inc. Templar Asset Group, LLC

/S/ Robertson J. Orr / S/ Michael Stebbins

Robertson J. Orr Michael Stebbins

Duly Authorized Duly Authorized

SUBSCRIPTION AND PURCHASE AGREEMENT

FOR

BOLLENTE INTERNATIONAL, INC.

Offering of up to $1,000,000

Offering Price of $25,000 Per Unit

Each Unit Represents 0.625% of Gross Margin

Total Units Offered Forty (40)

Total Offering Represents 25% of Gross Margin

_________________________________________________________________

ALL INFORMATION HEREIN WILL BE TREATED CONFIDENTIALLY

_________________________________________________________________

Investor(s) Samuel E. Bressler

Sandra L. Bressler

Number of Units 2

Date 9-01-15

IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.

SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.

Persons interested in purchasing Units of Bollente International, Inc. (“Company”) must complete and return this Agreement along with their check or money order to:

Bollente International, Inc.

8800 North Gainey Center Drive, Suite 270

Scottsdale, Arizona 85258

Or if the purchasers of the Units wish to transfer funds via bank wire transfer, funds shall be deposited into the following account:

Account Name:

Account Number:

Bank Routing Number:

Bank Information:

Bollente International, Inc.

501013971942

122400724

Bank of America

4290 S. Rainbow Rd.

Las Vegas, NV 89103

Subject only to acceptance hereof by the Company in its discretion, the undersigned (the “Purchaser”) hereby subscribes for the number of Units and at the aggregate subscription price set forth below.

An accepted copy of this Agreement will be returned to the Subscriber as a receipt, and the physical Agreement shall be delivered to each Subscriber not later than thirty (30) days of the date this offering is closed by the Company. Anticipated closing date is on or before December 31, 2015, however the company may, in its sole discretion, elect to extend the offering closing date.

By execution below, the undersigned acknowledges that the Company is relying upon the accuracy and completeness of the representations contained herein in complying with its obligations under applicable securities laws.

1. Subscription .

1.1

The Purchaser, intending to be legally bound hereby, hereby tenders this subscription for the purchase of

Units (“Units”) of Bollente International, Inc. , a Nevada corporation, at a price of $25,000 per Unit, each Unit representing 0.625% royalty interest in the gross profit margin of the Company on the terms and conditions set forth in subparagraph 1.4 below.

1.2

The Purchaser will deliver payment in cash directly to Bollente International, Inc together with completed copies of all applicable Subscription Documents.

1.3

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER ANY STATE SECURITIES LAW OR UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE ARE SPECULATIVE SECURITIES.

1.4

The Company has agreed to sell up to 25% of its prospective gross margin (“Gross Margin”) in exchange for $1 million, in increments of 40 Units, at $25,000 per Unit, each Unit representing 0.625% royalty interest in the gross profit margin of the Company pursuant to the terms and conditions of the “Royalty Agreement” attached hereto. The Purchaser acknowledges that an investment in the Units is extremely speculative and that there is a substantial likelihood that the investor will lose their entire investment.

1.5

The Company has entered into an agreement with Bollente Companies, Inc. to sell, internationally (outside the continental United States) trutankless®, (the “Product”) an electric tankless water heater which is more efficient than traditional water heaters, using less water and less energy, while simultaneously providing an endless supply of hot water. Investors will have the opportunity to review our business plan; copies of which are available from the Company. The Purchaser acknowledges that, even upon the purchase of the Securities, there can be no assurances that the Company will be able to accomplish any of the goals described in the Bollente Companies’ business plan. The Purchaser assumes all the obligations and risks of investigating and conducting due diligence on the matters described in the Company’s business plan and other relevant documents.

1.6

The Company intends to use the net proceeds from the sale of the Securities, after deduction for legal and other miscellaneous costs related to the sale of the Securities, as working capital to market the Product internationally. The business contemplated by the Company may require additional financings in addition to the proceeds from the sale of the Securities. There can be no assurances that such additional financings will be obtained on terms favorable to the Company or at all, or that the transactions contemplated by these agreements will ever result in revenues to the Company. The Purchaser acknowledged that, even upon the

purchase of the Securities, there can be no assurances that the Company will be able to accomplish any of its goals. The Purchaser assumes all the obligations and risks of investigating and conducting due diligence on the matters described concerning the Company.

1.7

The Purchaser acknowledges that an investment in the Units is extremely speculative and that there is a substantial likelihood that the investor will lose their entire investment.

1.8

The authorized capital of the Company is One Hundred Million (100,000,000) Shares of Common Stock and Ten Million (10,000,000) Shares of Preferred Stock. As of August 13, 2015, the Company had issued and outstanding approximately One Million (1,000,000) Shares of Common Stock and Zero (0) Shares of Preferred Stock.

2. Representations and Warranties .

The Purchaser hereby represents and warrants to the Company as follows:

2.1

The Purchaser represents and warrants that it comes within one of the categories of “Accredited Investor” marked below, or is not a “U.S. Person” and is purchasing in an “offshore transaction”, and the Purchaser has truthfully initialed the category which applies to the undersigned and has truthfully set forth the factual basis or reason the Purchaser comes within that category. ALL INFORMATION IN RESPONSE TO THIS PARAGRAPH WILL BE KEPT STRICTLY CONFIDENTIAL. The Purchaser agrees to furnish any additional information which the Company deems necessary in order to verify the answers set forth below.

Accredited Investor (check one below)

Category I X

The Purchaser is an individual (not a partnership, corporation) whose individual net worth, or joint net worth with the Purchaser’s spouse, presently exceeds $1,000,000.

Explanation. In calculation of net worth the Purchaser may include equity in personal property and real estate, including Purchaser’s, cash, short term investments, investment property, stocks and securities. The calculation of net worth may not include the Purchaser’s primary residence. Equity in investment property and real estate should be based on the fair market value of such property less debt secured by such property.

Category II _____

The Purchaser is an individual (not a partnership, corporation) who had an individual income in excess of $200,000 in the two most recent years, or joint income with the Purchaser’s spouse in excess of $300,000 in the two most recent years, and has a reasonable expectation of reaching the same income level in the current year.

Category III _____

The Purchaser is a bank as defined in Section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940, or a business development company as defined in Section 2(a)(48) of that Securities Act; Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by the plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons who are “Accredited Investors” as defined in Section 230.501(a) of the Securities Act.

(describe entity)

Category IV _____

The Purchaser is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

(describe entity)

Category V _____

The Purchaser is an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

(describe entity)

Category VI _____ The Purchaser is a director or executive officer of the Company.

Category VII _____

The Purchaser is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units offered, whose purchase is directed by a “Sophisticated Person” as described in Section 230.506(b)(2)(ii) of the Securities Act.

Category VIII _____

The Purchaser is an entity in which all of the equity owners are “accredited investors” as defined in Section 230.501(a) of the Act.

(describe entity)

Category IX _____

The Purchaser is not a “ U.S. Person ” (as defined in Rule 902(k) of Regulation S) nor is it purchasing the Units on behalf of a U.S. Person, and is purchasing the Units in an “ offshore transaction ” (as defined in Rule 902(h) of Regulation S).

A Purchaser who COMES within Category IX must fill out the REGULATION S OFFSHORE PURCHASER AGREEMENT enclosed herein.

2.2

The Purchaser has been given full and complete access to information regarding the Company and has utilized such access to the undersigned’s satisfaction for the purpose of obtaining such information regarding the Company as the undersigned has reasonably requested; and, particularly, the undersigned has been given reasonable opportunity to ask questions of, and receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Units and to obtain any additional information, to the extent reasonably available;

2.3	The principal amount of the Units subscribed for by the Purchaser, as set forth in Section 14 hereof does not exceed ten percent (10%) of the Purchaser’s net worth.

2.4	The Purchaser has either a pre-existing personal or business relationship with the Company and its officers, directors and controlling persons or by reason of its business or financial expertise has the capacity to protect its own interest in connection with this transaction.

2.5

The Purchaser is acquiring the Units solely for the Purchasers own account for investment purposes as a principal and not with a view to resale or distribution of all or any part thereof. The Purchaser is aware that there are legal and practical limits on the Purchaser’s ability to sell or dispose of the Units, and, therefore, that the Purchaser must bear the economic risk of the investment for an indefinite period of time.

2.6

The Purchaser has reached the age of majority (if an individual) according to the laws of the state in which it resides and has adequate means of providing for the Purchaser’s current needs and possible personal contingencies and has need for only limited liquidity of this investment, The Purchaser’s commitment to liquid investments is reasonable in relation to the Purchaser’s net worth.

2.7

The Purchaser understands that the Units are being offered and sold in reliance on specific exemptions from the registration requirements of federal and state law and that the representations, warranties, agreements, acknowledgments and understandings set forth herein are required in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire such Units.

2.8	The Purchaser is not relying on the Company with respect to the tax and other economic considerations relating to this investment. In regard to such considerations, the Purchaser has relied on the advice of, or has consulted with, its own personal tax, investment or other advisors.

2.9

The Purchaser, if executing this Subscription Agreement in a representative or fiduciary capacity, has full power and authority to execute and deliver this Subscription Agreement and each other document included as an exhibit to this Subscription Agreement for which a signature is required in such capacity and on behalf of the subscribing individual, partnership, trust, estate, corporation or other entity for whom or which the Purchaser is executing this Subscription Agreement.

2.10

If the Purchaser is a corporation, the Purchaser is duly and validly organized, validly existing and in good tax and corporate standing as a corporation under the laws of the jurisdiction of its incorporation with full power and authority to purchase the Units to be purchased by it and to execute and deliver this Subscription Agreement.

2.11

If the Purchaser is a partnership, the representations, warranties, agreements and understandings set forth above are true with respect to all partners in the Purchaser (and if any such partner is itself a partnership, all persons holding an interest in such partnership, directly or indirectly, including through one or more partnerships), and the person executing this Subscription Agreement has made due inquiry to determine the truthfulness of the representations and warranties made hereby.

2.12	If the Purchaser is purchasing in a representative or fiduciary capacity, the above representations and warranties shall be deemed to have been made on behalf of the person or persons for whom the Purchaser is so purchasing.

2.13	Within five (5) days after receipt of a request from the Company, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject.

2.14

The Purchaser or its professional advisor has been granted the opportunity to conduct a full and fair examination of the records, documents and files of the Company, to ask questions of and receive answers from representatives of the Company, its officers, directors, employees and agents concerning the terms and conditions of this offering, the Company and its business and prospects, and to obtain any additional information which the Purchaser or its professional advisor deems necessary to verify the accuracy of the information received.

2.15	The Units were not offered to the Purchaser through an advertisement in printed media of general and regular circulation, radio or television.

2.16

The Purchaser has relied completely on the advice of, or has consulted with, its own personal tax, investment, legal or other advisors and has not relied on the Company or any of its affiliates, officers, directors, attorneys, accountants or any affiliates of any thereof and each other person, if any, who controls any thereof, within the meaning of Section 15 of the Securities Act, except to the extent such advisors shall be deemed to be as such.

2.17

If the Purchaser has consulted a purchaser representative (“Purchaser Representative”) to evaluate the merits and risks of the undersigned’s investment in the Units, the Purchaser Representative has completed a Purchaser Representative Questionnaire in the form supplied to him. The Purchaser or the Purchaser Representative has been granted the opportunity to examine documents and files, to ask questions of and receive answers from representatives of the Company, its officers, directors, employees and agents concerning the terms and conditions of the Offering, the Company and its business and prospects, and to obtain any additional information which the Purchaser or the Purchaser Representative deems necessary to verify the accuracy of the information received.

2.18	The Purchaser either alone or with its Purchaser Representative has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment.

3. Acknowledgments .

The Purchaser is aware that:

3.1

The Purchaser recognizes that investment in the Company involves certain risks, including the potential loss by the Purchaser of interest on their investment herein, and the Purchaser has taken full cognizance of and understands all of the risk factors related to the purchase of the Units. The Purchaser recognizes that the information set forth in this Subscription Agreement does not purport to contain all the information, which would be contained in a registration statement under the Securities Act.

3.2

No federal or state agency has passed upon the Units or made any finding or determination as to the fairness of this transaction.

3.3

The Units have not been registered under the Securities Act or any applicable state securities laws by reason of exemptions from the registration requirements of the Securities Act and such laws, and may not be sold, pledged, assigned or otherwise disposed of in the absence of an effective registration statement for the Units and any component thereof under the Securities Act or unless an exemption from such registration is available. Provided there is a market for the Company’s Units, the Units will not be eligible for sale for a period of six months from the date of purchase pursuant to the terms of Rule 144 of the Securities Act of 1933, unless registered pursuant to the terms and conditions of an effective registration statement filed with the Securities and Exchange Commission.

3.4

There currently is limited liquidity in the market for the Company’s Units. An active and liquid market for the Company's Units may not develop. Even if an active and liquid market develops for Bollente International, Inc. Units, the market value of Units may be adversely affected by market volatility. Substantial sales of the Company's Units could cause the price of its Units to decrease.

3.5 The certificates for the Units will bear the following legend to the effect that:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH UNITS, OR AN OPINION SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.

3.6

The Company may refuse to register any transfer of the Units not made in accordance with the Securities Act and the rules and regulations promulgated thereunder.

4. Acceptance of Subscription .

The Purchaser hereby confirms that the Company has full right in its sole discretion to accept or reject the subscription of the Purchaser, in full or in part, provided that if the Company decides to reject such subscription, the Company must do so promptly and in writing. In the case of an entire rejection of a subscription, any cash payments and copies of all executed Subscription Documents will be promptly returned (without interest or deduction in the case of cash payments).

5. Indemnification .

The Purchaser agrees to indemnify and hold harmless the Company as well as the affiliates, officers, directors, partners, attorneys, accountants and affiliates of any thereof and each other person, if any, who controls any thereof, within the meaning of Section 15 of the Securities Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any allegedly false representation or warranty or breach of or failure by the Purchaser to comply with any covenant or agreement made by the Purchaser herein or in any other document furnished by the Purchaser to any of the foregoing in connection with this transaction.

6. Irrevocability .

The Purchaser hereby acknowledges and agrees, subject to the provisions of any applicable state securities laws providing for the refund of subscription amounts submitted by the Purchaser, if applicable, that the subscription hereunder is irrevocable and that the Purchaser is not entitled to cancel, terminate or revoke this Subscription Agreement and that this Subscription Agreement shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the Purchaser, and the Purchasers respective heirs, executors, administrators., successors, legal representatives and assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several, and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and each such person’s heirs, executors, administrators, successors, legal representatives and assigns.

7. Modification .

Neither this Subscription Agreement nor any provisions hereof shall be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any such waiver, modification, discharge or termination is sought.

8. Notices .

Any notice, demand or other communication which any party hereto may be required or may elect to give anyone interested hereunder shall be sufficiently given if; (a) deposited, postage prepaid, in a United States mail box, stamped registered or certified mail, return receipt requested, and addressed, in the case of the Company, to the address given in the preamble hereof, and, if to the Purchaser, to the address set forth hereinafter; or (b) delivered personally at such address.

9. Counterparts .

This Subscription Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute an agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.

10. Entire Agreement.

This Subscription Agreement, and the Exhibits attached, contains the entire agreement of the parties with respect to the subject matter hereof, and there are no representations, warranties, covenants or other agreements except as stated or referred to herein.

11. Severability .

Each provision of this Subscription Agreement is intended to be severable from every other provision and the invalidity or illegality of the remainder hereof.

12. Transferability; Assignability .

This Subscription Agreement is not transferable or assignable by the Purchaser.

13. Applicable Law and Forum .

This Subscription Agreement and all rights hereunder shall be governed by, and interpreted in accordance with the laws of the State of Nevada. Any controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association and such arbitration shall take place in the State of Arizona.

14. Subscription Information .

The Purchaser hereby subscribes, pursuant to this Subscription Agreement dated as of September 1 , 2015 , for Units in the amounts set forth in Paragraph 14.1 below, and tenders payment in cash in consideration therefore, as further set forth below. Please make checks delivered in respect of subscriptions hereunder payable to “ Bollente International, Inc. ”

14.1

Number of Units subscribed for:

Units against payment in cash in the amount of $

50,000

, representing $25,000 per Unit, each representing 0.625% of Gross Margin.

If the Units hereby subscribed for are to be owned by more than one person in any manner, the Purchaser understands and agrees that all of the co-owners of such Units must sign this Subscription Agreement.

Samuel E. Bressler & Sandra L. Bressler, JTWROS

Please print above the exact name(s) in which the Units are to be held.

IN WITNESS WHEREOF, the undersigned Purchaser does represent and certify under penalty of perjury that the foregoing statements are true and correct and that it has (they have) by the following signature(s) executed this Subscription Agreement on September 1 , 2015, at , .

{SIGNATURE PAGE TO FOLLOW}

INDIVIDUAL

/S/ Samuel E. Bressler /S/ Sandra L. Bressler

Signature (Individual) Signature (All record holders should sign)

Name Typed or Printed Name Typed or Printed

Tax ID or Social Security Number Tax ID or Social Security Number

Address to Which Correspondence

Should Be Directed

Street Address

City, State and Zip Code

Email Address

Telephone Number

A-

CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY

Address to which Correspondence

Should be Directed

Name of Entity Street Address

By:

* Signature City, State and Zip Code

Its:

Title

Tax Identification or Social Security Number

Name Typed or Printed

Email Address

(

)

Email Address

Telephone Number

*If Units are being subscribed for by a corporation, partnership, trust or other entity, the Certificate of Signatory on the following page must also be completed.

CERTIFICATE OF SIGNATORY

To be completed if Units are being subscribed for by an entity.

I, , am the

(“Title”) of (the “Entity”).

I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and Letter of Investment Intent and to purchase and hold the Units, and certify that the Subscription Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

IN WITNESS WHEREOF, I have hereto set my hand this day of , 2015.

Signature

ACCEPTANCE

This Subscription Agreement is accepted as of 09/02 , 2015.

Bollente International, Inc.

/S/ Robertson J. Orr

Robertson J. Orr

President

Corporate Seal (optional):

ROYALTY AGREEMENT

THIS ROYALTY AGREEMENT (this “ Royalty Agreement ”), made and entered into as of September 1 2015 (the “ Execution Date ”), is by and between Bollente International, Inc., a Nevada Corporation (“BII”), and the Recipients as set forth in Appendix B, attached hereto (“Recipients”). Collectively, Recipients and BII are referred to as “the Parties.”

WHEREAS, Bollente Companies, Inc., a Nevada corporation (“BOLC”) has granted BII, a wholly owned subsidiary of BOLC, the exclusive international right to distribute and market trutankless®, (the “Product”) an electric tankless water heater which is more efficient than traditional water heaters, using less water and less energy, while simultaneously providing an endless supply of hot water;

WHEREAS, BII, in an effort to fund its distribution and marketing efforts internationally, has, by this agreement, agreed to grant a royalty interest in gross profit margins (“Gross Margins”) to the Recipients in Appendix B; and

WHEREAS, as a result of this Royalty Agreement, the Recipients will be granted 0.625% for each $25,000 as subscribed to in the Subscription and Purchase Agreement entered into by and among BII and the Recipients. BII will accept up to One Million Dollars ($1,000,000) under the Royalty Agreement which would entitle the Recipients to collectively receive 25% of the Gross Margins.

NOW THEREFORE, the Parties agree as follows:

1.	DEFINITIONS

1.1.	Definitions of capitalized terms used in this Royalty Agreement shall have the meanings given in Appendix A or elsewhere in the Royalty Agreement.

2.	ROYALTY PAYMENTS

2.1.	Royalties. BII shall pay BII royalties on Gross Margins during the Royalty Term to Recipients according to the following rates:

a)	0.625% of Gross Margin for each $25,000 paid to BII by Recipient; and

b)	25% of Gross Margins for a maximum of $1 million paid to BII.

2.2.	Manner of Payment. Royalty payments due under this Section 2 are due 30 days after the end of each Accounting Period and shall be paid in United States dollars.

2.3.	Termination of Royalty Obligations. This royalty payment obligation shall terminate on the expiration of the Royalty Term.

3.	REPORTS AND PAYMENTS

3.1.

Recordkeeping . BII shall, and shall obligate its Affiliates to, keep full and accurate records (prepared in accordance with United States Generally Accepted Accounting Principles consistently applied) of BII’s or its Affiliates’ sales of Products and such other matters as may affect the determination of any amount payable to Recipients hereunder, in sufficient detail to reasonably enable Recipient or Recipients’ representatives to determine any amounts payable to BII under this Royalty Agreement. Such records shall be kept at BII’s or its Affiliates’ principal place of business and, with all necessary supporting data, books and ledgers, shall, during all reasonable times for the 2 years following the end of the Accounting Period to which each shall pertain, be open for inspection at reasonable times during normal business hours (and upon at least 30 days prior written notice) no more than one time per calendar year by an independent audit firm selected by Recipients (reasonably acceptable to BII) for the purpose of verifying the accuracy of any payment report required under this Royalty Agreement or any amount payable hereunder. The results of each inspection shall be binding on both BII and Recipients absent mathematical error. BII shall bear all costs associated with such inspections.

3.2.

Reports . Within 30 days after the end of each Accounting Period, BII shall deliver to Recipients a true and accurate report, giving such particulars of the business conducted by BII or its Affiliates during the preceding 4 Accounting Periods under this Royalty Agreement as are reasonably pertinent to an accounting for any royalty or other payments hereunder, along with the amount of royalties payable for such Accounting Period. If no payments are due, it shall be so reported.

3.3.	Accounting . With each quarterly payment, BII shall deliver to Recipients the report described in Section 3.2, which shall include, but not be limited to, the following information:

a)	Quantity of each Product sold by BII or its Affiliates during the applicable Accounting Period;

b)	The monetary amount, in the national currency of such country, of such sales;

c)	Actual Gross Margins and Net Sales for each Product (by country);

d)	The currency conversion rate used and U.S. dollar-equivalent of such sales; and

e)	Total royalties payable to Recipients including a calculation thereof.

All reports under this Section 3.3 shall be confidential information of BII.

4.	TERMINATION

4.1.	Generally . This Royalty Agreement shall become effective on the Execution Date and shall expire on the expiration of the Royalty Term.

4.2.	Change in Control, Redemption . If Bollente Companies, Inc. or BII enter into any agreement resulting in a change in control due to merger or acquisition of greater than 50% of its voting equity, during the Royalty Term, the parties agree as follows:

a) In years One through Five, the Royalty Agreement shall not be callable by BII; and,

b) For the remainder of the Royalty Term, at the discretion of BII, the Royalty Agreement may be extinguished with payment from BII to the Recipient which then equals the greater of (i) Fifty Thousand Dollars ($50,000) per Unit, or (ii) Ten (10) times the amount of the Royalty Payments to the Recipient during the previous two Accounting Periods.

4.3.	Post-Expiration Obligations . Upon the expiration of this Royalty Agreement, BII shall submit all reports required by Section 3 and pay Recipients all royalties due or accrued on the sale of Products up to and including the date of expiration.

4.4.	Survival. Upon the expiration of this Royalty Agreement, nothing herein shall be construed to release either party from any obligation that matured prior to the date of such expiration and Section 5 shall survive any such expiration.

5.	MISCELLANEOUS

5.1.

Entire Agreement . This Royalty Agreement (together with the Subscription and Purchase Agreement) constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, that may have related in any way to the subject matter hereof. The appendices identified in this Royalty Agreement are incorporated herein by reference and made a part hereof.

5.2.	Resale . A Recipient shall have the right to accept offers to buy Recipient’s future rights to Royalty Payments under this Royalty Agreement, provided that such offer and sale are previously approved by BII.

5.3.

Amendments and Waivers . No amendment or waiver of any provision of this Royalty Agreement shall be valid unless the same shall be in writing and signed by each Party. No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

5.4.

Succession and Assignment. This Royalty Agreement and all of the provisions hereof shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. BII may not assign this Royalty Agreement or any of its rights or obligations hereunder without the prior written consent of a majority of Recipients. Recipients may not assign this Royalty Agreement and any of its rights or obligations hereunder without the prior consent of BII.

5.5.	No Third-Party Beneficiaries . This Royalty Agreement shall not confer any rights or remedies upon any party other than the Parties and their respective successors and permitted assigns.

5.6.

Governing Law . This Royalty Agreement shall be governed by and construed in accordance with the domestic Laws of the State of Arizona, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Arizona or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Arizona. The Recipients agrees that venue for any action, suit, litigation or other proceeding arising out of or in any way relating to this Royalty Agreement, or the matters referred to therein, shall be in Maricopa County, Arizona The Recipients hereby waives and agrees not to assert by way of motion, as a defense, or otherwise, in any suit, action or proceeding, any claim that (A) the suit, action or proceeding is brought in an inconvenient forum or (B) the venue of the suit, action or proceeding is improper.

5.7.

Severability . If any provision in this Royalty Agreement shall be invalid, illegal, or unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

5.8.

Expenses . Except as otherwise specifically provided in this Royalty Agreement, each Party will bear its own expenses (including fees and disbursements of legal counsel, accountants, financial advisors and other professional advisors) incurred in connection with the preparation, negotiation, execution, delivery and performance of this Royalty Agreement.

5.9.

Notices. All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall be in writing and faxed, mailed or delivered to each party at the respective addresses of the parties as set forth in the Subscription and Purchase Agreement, or at such other address or facsimile number as the Recipients shall have furnished to BII in writing.

5.10.

Construction . In the construction of this Royalty Agreement, the rule of construction that a document is to be construed most strictly against a party who prepared the same shall not be applied, it being agreed that all parties have participated in the preparation of the final form of this Royalty Agreement.

5.11.

Counterparts . This Royalty Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Royalty Agreement may be executed by facsimile, photo or electronic signature and such facsimile, photo or electronic signature shall constitute an original for all purposes.

The Parties have duly executed this Royalty Agreement as of the Effective Date.

PURCHASER By: /S/ Samuel E. Bressler /S/ Sandra L. Bressler Name: Samuel E. Bressler and Sandra L. Bressler Title: _________________________ Date: September 1. 2015	BOLLENTE INTERNATIONAL, INC., a Nevada corporation By: /S/ Robertson J. Orr Name: Robertson J. Orr Title: President Date: September 1, 2015

SUBSCRIPTION AND PURCHASE AGREEMENT

FOR

BOLLENTE INTERNATIONAL, INC.

Offering of up to $1,000,000

Offering Price of $25,000 Per Unit

Each Unit Represents 0.625% of Gross Margin

Total Units Offered Forty (40)

Total Offering Represents 25% of Gross Margin

_________________________________________________________________

ALL INFORMATION HEREIN WILL BE TREATED CONFIDENTIALLY

_________________________________________________________________

Investor(s) Fouts Management Inc.

(Michael H. Fouts)

Number of Units One

Date 10-21-15

IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.

SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.

Persons interested in purchasing Units of Bollente International, Inc. (“Company”) must complete and return this Agreement along with their check or money order to:

Bollente International, Inc.

8800 North Gainey Center Drive, Suite 270

Scottsdale, Arizona 85258

Or if the purchasers of the Units wish to transfer funds via bank wire transfer, funds shall be deposited into the following account:

Account Name:

Account Number:

Bank Routing Number:

Bank Information:

Bollente International, Inc.

501013971942

122400724

Bank of America

4290 S. Rainbow Rd.

Las Vegas, NV 89103

1. Subscription .

1.1

The Purchaser, intending to be legally bound hereby, hereby tenders this subscription for the purchase of

One (1)

1.2

The Purchaser will deliver payment in cash directly to Bollente International, Inc together with completed copies of all applicable Subscription Documents.

1.3

1.4

1.5

1.6

1.7

The Purchaser acknowledges that an investment in the Units is extremely speculative and that there is a substantial likelihood that the investor will lose their entire investment.

1.8

2. Representations and Warranties .

The Purchaser hereby represents and warrants to the Company as follows:

2.1

Accredited Investor (check one below)

Category I X

The Purchaser is an individual (not a partnership, corporation) whose individual net worth, or joint net worth with the Purchaser’s spouse, presently exceeds $1,000,000.

Category II _____

Category III _____

(describe entity)

Category IV _____

The Purchaser is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

(describe entity)

Category V _____

(describe entity)

Category VI _____ The Purchaser is a director or executive officer of the Company.

Category VII _____

Category VIII _____

The Purchaser is an entity in which all of the equity owners are “accredited investors” as defined in Section 230.501(a) of the Act.

(describe entity)

Category IX _____

A Purchaser who COMES within Category IX must fill out the REGULATION S OFFSHORE PURCHASER AGREEMENT enclosed herein.

2.2

2.3	The principal amount of the Units subscribed for by the Purchaser, as set forth in Section 14 hereof does not exceed ten percent (10%) of the Purchaser’s net worth.

2.4	The Purchaser has either a pre-existing personal or business relationship with the Company and its officers, directors and controlling persons or by reason of its business or financial expertise has the capacity to protect its own interest in connection with this transaction.

2.5

2.6

2.7

2.8	The Purchaser is not relying on the Company with respect to the tax and other economic considerations relating to this investment. In regard to such considerations, the Purchaser has relied on the advice of, or has consulted with, its own personal tax, investment or other advisors.

2.9

2.10

2.11

2.12	If the Purchaser is purchasing in a representative or fiduciary capacity, the above representations and warranties shall be deemed to have been made on behalf of the person or persons for whom the Purchaser is so purchasing.

2.13	Within five (5) days after receipt of a request from the Company, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject.

2.14

2.15	The Units were not offered to the Purchaser through an advertisement in printed media of general and regular circulation, radio or television.

2.16

2.17

2.18	The Purchaser either alone or with its Purchaser Representative has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment.

3. Acknowledgments .

The Purchaser is aware that:

3.1

3.2

No federal or state agency has passed upon the Units or made any finding or determination as to the fairness of this transaction.

3.3

3.4

3.5 The certificates for the Units will bear the following legend to the effect that:

3.6

The Company may refuse to register any transfer of the Units not made in accordance with the Securities Act and the rules and regulations promulgated thereunder.

4. Acceptance of Subscription .

5. Indemnification .

6. Irrevocability .

7. Modification .

8. Notices .

9. Counterparts .

10. Entire Agreement.

11. Severability .

Each provision of this Subscription Agreement is intended to be severable from every other provision and the invalidity or illegality of the remainder hereof.

12. Transferability; Assignability .

This Subscription Agreement is not transferable or assignable by the Purchaser.

13. Applicable Law and Forum .

14. Subscription Information .

The Purchaser hereby subscribes, pursuant to this Subscription Agreement dated as of October 21 , 2015 , for Units in the amounts set forth in Paragraph 14.1 below, and tenders payment in cash in consideration therefore, as further set forth below. Please make checks delivered in respect of subscriptions hereunder payable to “ Bollente International, Inc. ”

14.1

Number of Units subscribed for:

One (1)

Units against payment in cash in the amount of $

25,000

, representing $25,000 per Unit, each representing 0.625% of Gross Margin.

Fouts Management, Inc.

Please print above the exact name(s) in which the Units are to be held.

{SIGNATURE PAGE TO FOLLOW}

INDIVIDUAL

Signature (Individual) Signature (All record holders should sign)

Name Typed or Printed Name Typed or Printed

Tax ID or Social Security Number Tax ID or Social Security Number

Address to Which Correspondence

Should Be Directed

Street Address

City, State and Zip Code

Email Address

Telephone Number

A-

CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY

Address to which Correspondence

Should be Directed

Fouts Management, Inc.

Name of Entity Street Address

By: /S/ Michael H. Fouts

* Signature City, State and Zip Code

Its: President

Title

Tax Identification or Social Security Number

Name Typed or Printed

Email Address

(

)

Email Address

Telephone Number

*If Units are being subscribed for by a corporation, partnership, trust or other entity, the Certificate of Signatory on the following page must also be completed.

CERTIFICATE OF SIGNATORY

To be completed if Units are being subscribed for by an entity.

I, Michael H. Fouts , am the

President (“Title”) of Fouts Management, Inc. (the “Entity”).

IN WITNESS WHEREOF, I have hereto set my hand this 21st day of October , 2015.

/S/ Michael H. Fouts

Signature

ACCEPTANCE

This Subscription Agreement is accepted as of 10/26 , 2015.

Bollente International, Inc.

/S/ Robertson J. Orr

Robertson J. Orr

President

Corporate Seal (optional):

ROYALTY AGREEMENT

THIS ROYALTY AGREEMENT (this “ Royalty Agreement ”), made and entered into as of October 21 2015 (the “ Execution Date ”), is by and between Bollente International, Inc., a Nevada Corporation (“BII”), and the Recipients as set forth in Appendix B, attached hereto (“Recipients”). Collectively, Recipients and BII are referred to as “the Parties.”

NOW THEREFORE, the Parties agree as follows:

1.	DEFINITIONS

1.1.	Definitions of capitalized terms used in this Royalty Agreement shall have the meanings given in Appendix A or elsewhere in the Royalty Agreement.

2.	ROYALTY PAYMENTS

2.1.	Royalties. BII shall pay BII royalties on Gross Margins during the Royalty Term to Recipients according to the following rates:

a)	0.625% of Gross Margin for each $25,000 paid to BII by Recipient; and

b)	25% of Gross Margins for a maximum of $1 million paid to BII.

2.2.	Manner of Payment. Royalty payments due under this Section 2 are due 30 days after the end of each Accounting Period and shall be paid in United States dollars.

2.3.	Termination of Royalty Obligations. This royalty payment obligation shall terminate on the expiration of the Royalty Term.

3.	REPORTS AND PAYMENTS

3.1.

3.2.

3.3.	Accounting . With each quarterly payment, BII shall deliver to Recipients the report described in Section 3.2, which shall include, but not be limited to, the following information:

a)	Quantity of each Product sold by BII or its Affiliates during the applicable Accounting Period;

b)	The monetary amount, in the national currency of such country, of such sales;

c)	Actual Gross Margins and Net Sales for each Product (by country);

d)	The currency conversion rate used and U.S. dollar-equivalent of such sales; and

e)	Total royalties payable to Recipients including a calculation thereof.

All reports under this Section 3.3 shall be confidential information of BII.

4.	TERMINATION

4.1.	Generally . This Royalty Agreement shall become effective on the Execution Date and shall expire on the expiration of the Royalty Term.

4.2.	Change in Control, Redemption . If Bollente Companies, Inc. or BII enter into any agreement resulting in a change in control due to merger or acquisition of greater than 50% of its voting equity, during the Royalty Term, the parties agree as follows:

a) In years One through Five, the Royalty Agreement shall not be callable by BII; and,

4.3.	Post-Expiration Obligations . Upon the expiration of this Royalty Agreement, BII shall submit all reports required by Section 3 and pay Recipients all royalties due or accrued on the sale of Products up to and including the date of expiration.

4.4.	Survival. Upon the expiration of this Royalty Agreement, nothing herein shall be construed to release either party from any obligation that matured prior to the date of such expiration and Section 5 shall survive any such expiration.

5.	MISCELLANEOUS

5.1.

5.2.	Resale . A Recipient shall have the right to accept offers to buy Recipient’s future rights to Royalty Payments under this Royalty Agreement, provided that such offer and sale are previously approved by BII.

5.3.

5.4.

5.5.	No Third-Party Beneficiaries . This Royalty Agreement shall not confer any rights or remedies upon any party other than the Parties and their respective successors and permitted assigns.

5.6.

5.7.

5.8.

5.9.

5.10.

5.11.

The Parties have duly executed this Royalty Agreement as of the Effective Date.

PURCHASER Fouts Management, Inc. By: /S/ Michael H. Fouts Name: Michael H. Fouts for Fouts Management, Inc. Title: President Date: October 21. 2015	BOLLENTE INTERNATIONAL, INC., a Nevada corporation By: /S/ Robertson J. Orr Name: Robertson J. Orr Title: President Date: October 21, 2015

SUBSCRIPTION AND PURCHASE AGREEMENT

FOR

BOLLENTE INTERNATIONAL, INC.

Offering of up to $1,000,000

Offering Price of $25,000 Per Unit

Each Unit Represents 0.625% of Gross Margin

Total Units Offered Forty (40)

Total Offering Represents 25% of Gross Margin

_________________________________________________________________

ALL INFORMATION HEREIN WILL BE TREATED CONFIDENTIALLY

_________________________________________________________________

Investor(s) David Heroux

Number of Units One

Date 9-28-15

IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.

SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.

Persons interested in purchasing Units of Bollente International, Inc. (“Company”) must complete and return this Agreement along with their check or money order to:

Bollente International, Inc.

8800 North Gainey Center Drive, Suite 270

Scottsdale, Arizona 85258

Or if the purchasers of the Units wish to transfer funds via bank wire transfer, funds shall be deposited into the following account:

Account Name:

Account Number:

Bank Routing Number:

Bank Information:

Bollente International, Inc.

501013971942

122400724

Bank of America

4290 S. Rainbow Rd.

Las Vegas, NV 89103

1. Subscription .

1.1

The Purchaser, intending to be legally bound hereby, hereby tenders this subscription for the purchase of

One (1)

1.2

The Purchaser will deliver payment in cash directly to Bollente International, Inc together with completed copies of all applicable Subscription Documents.

1.3

1.4

1.5

1.6

1.7

The Purchaser acknowledges that an investment in the Units is extremely speculative and that there is a substantial likelihood that the investor will lose their entire investment.

1.8

2. Representations and Warranties .

The Purchaser hereby represents and warrants to the Company as follows:

2.1

Accredited Investor (check one below)

Category I X

The Purchaser is an individual (not a partnership, corporation) whose individual net worth, or joint net worth with the Purchaser’s spouse, presently exceeds $1,000,000.

Category II _____

Category III _____

(describe entity)

Category IV _____

The Purchaser is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

(describe entity)

Category V _____

(describe entity)

Category VI _____ The Purchaser is a director or executive officer of the Company.

Category VII _____

Category VIII _____

The Purchaser is an entity in which all of the equity owners are “accredited investors” as defined in Section 230.501(a) of the Act.

(describe entity)

Category IX _____

A Purchaser who COMES within Category IX must fill out the REGULATION S OFFSHORE PURCHASER AGREEMENT enclosed herein.

2.2

2.3	The principal amount of the Units subscribed for by the Purchaser, as set forth in Section 14 hereof does not exceed ten percent (10%) of the Purchaser’s net worth.

2.4	The Purchaser has either a pre-existing personal or business relationship with the Company and its officers, directors and controlling persons or by reason of its business or financial expertise has the capacity to protect its own interest in connection with this transaction.

2.5

2.6

2.7

2.8	The Purchaser is not relying on the Company with respect to the tax and other economic considerations relating to this investment. In regard to such considerations, the Purchaser has relied on the advice of, or has consulted with, its own personal tax, investment or other advisors.

2.9

2.10

2.11

2.12	If the Purchaser is purchasing in a representative or fiduciary capacity, the above representations and warranties shall be deemed to have been made on behalf of the person or persons for whom the Purchaser is so purchasing.

2.13	Within five (5) days after receipt of a request from the Company, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject.

2.14

2.15	The Units were not offered to the Purchaser through an advertisement in printed media of general and regular circulation, radio or television.

2.16

2.17

2.18	The Purchaser either alone or with its Purchaser Representative has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment.

3. Acknowledgments .

The Purchaser is aware that:

3.1

3.2

No federal or state agency has passed upon the Units or made any finding or determination as to the fairness of this transaction.

3.3

3.4

3.5 The certificates for the Units will bear the following legend to the effect that:

3.6

The Company may refuse to register any transfer of the Units not made in accordance with the Securities Act and the rules and regulations promulgated thereunder.

4. Acceptance of Subscription .

5. Indemnification .

6. Irrevocability .

7. Modification .

8. Notices .

9. Counterparts .

10. Entire Agreement.

11. Severability .

Each provision of this Subscription Agreement is intended to be severable from every other provision and the invalidity or illegality of the remainder hereof.

12. Transferability; Assignability .

This Subscription Agreement is not transferable or assignable by the Purchaser.

13. Applicable Law and Forum .

14. Subscription Information .

The Purchaser hereby subscribes, pursuant to this Subscription Agreement dated as of September 28 , 2015 , for Units in the amounts set forth in Paragraph 14.1 below, and tenders payment in cash in consideration therefore, as further set forth below. Please make checks delivered in respect of subscriptions hereunder payable to “ Bollente International, Inc. ”

14.1

Number of Units subscribed for:

One (1)

Units against payment in cash in the amount of $

25,000

, representing $25,000 per Unit, each representing 0.625% of Gross Margin.

David Heroux

Please print above the exact name(s) in which the Units are to be held.

{SIGNATURE PAGE TO FOLLOW}

INDIVIDUAL

/S/ David Heroux

Signature (Individual) Signature (All record holders should sign)

David Heroux

Name Typed or Printed Name Typed or Printed

Tax ID or Social Security Number Tax ID or Social Security Number

Address to Which Correspondence

Should Be Directed

Street Address

City, State and Zip Code

Email Address

Telephone Number

A-

CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY

Address to which Correspondence

Should be Directed

Name of Entity Street Address

By:

* Signature City, State and Zip Code

Its:

Title

Tax Identification or Social Security Number

Name Typed or Printed

Email Address

(

)

Email Address

Telephone Number

*If Units are being subscribed for by a corporation, partnership, trust or other entity, the Certificate of Signatory on the following page must also be completed.

CERTIFICATE OF SIGNATORY

To be completed if Units are being subscribed for by an entity.

I, , am the

(“Title”) of (the “Entity”).

IN WITNESS WHEREOF, I have hereto set my hand this day of , 2015.

Signature

ACCEPTANCE

This Subscription Agreement is accepted as of 9/28 , 2015.

Bollente International, Inc.

/S/ Robertson J. Orr

Robertson J. Orr

President

Corporate Seal (optional):

ROYALTY AGREEMENT

THIS ROYALTY AGREEMENT (this “ Royalty Agreement ”), made and entered into as of September 28 2015 (the “ Execution Date ”), is by and between Bollente International, Inc., a Nevada Corporation (“BII”), and the Recipients as set forth in Appendix B, attached hereto (“Recipients”). Collectively, Recipients and BII are referred to as “the Parties.”

NOW THEREFORE, the Parties agree as follows:

1.	DEFINITIONS

1.1.	Definitions of capitalized terms used in this Royalty Agreement shall have the meanings given in Appendix A or elsewhere in the Royalty Agreement.

2.	ROYALTY PAYMENTS

2.1.	Royalties. BII shall pay BII royalties on Gross Margins during the Royalty Term to Recipients according to the following rates:

a)	0.625% of Gross Margin for each $25,000 paid to BII by Recipient; and

b)	25% of Gross Margins for a maximum of $1 million paid to BII.

2.2.	Manner of Payment. Royalty payments due under this Section 2 are due 30 days after the end of each Accounting Period and shall be paid in United States dollars.

2.3.	Termination of Royalty Obligations. This royalty payment obligation shall terminate on the expiration of the Royalty Term.

3.	REPORTS AND PAYMENTS

3.1.

3.2.

3.3.	Accounting . With each quarterly payment, BII shall deliver to Recipients the report described in Section 3.2, which shall include, but not be limited to, the following information:

a)	Quantity of each Product sold by BII or its Affiliates during the applicable Accounting Period;

b)	The monetary amount, in the national currency of such country, of such sales;

c)	Actual Gross Margins and Net Sales for each Product (by country);

d)	The currency conversion rate used and U.S. dollar-equivalent of such sales; and

e)	Total royalties payable to Recipients including a calculation thereof.

All reports under this Section 3.3 shall be confidential information of BII.

4.	TERMINATION

4.1.	Generally . This Royalty Agreement shall become effective on the Execution Date and shall expire on the expiration of the Royalty Term.

4.2.	Change in Control, Redemption . If Bollente Companies, Inc. or BII enter into any agreement resulting in a change in control due to merger or acquisition of greater than 50% of its voting equity, during the Royalty Term, the parties agree as follows:

a) In years One through Five, the Royalty Agreement shall not be callable by BII; and,

4.3.	Post-Expiration Obligations . Upon the expiration of this Royalty Agreement, BII shall submit all reports required by Section 3 and pay Recipients all royalties due or accrued on the sale of Products up to and including the date of expiration.

4.4.	Survival. Upon the expiration of this Royalty Agreement, nothing herein shall be construed to release either party from any obligation that matured prior to the date of such expiration and Section 5 shall survive any such expiration.

5.	MISCELLANEOUS

5.1.

5.2.	Resale . A Recipient shall have the right to accept offers to buy Recipient’s future rights to Royalty Payments under this Royalty Agreement, provided that such offer and sale are previously approved by BII.

5.3.

5.4.

5.5.	No Third-Party Beneficiaries . This Royalty Agreement shall not confer any rights or remedies upon any party other than the Parties and their respective successors and permitted assigns.

5.6.

5.7.

5.8.

5.9.

5.10.

5.11.

The Parties have duly executed this Royalty Agreement as of the Effective Date.

PURCHASER By: /S/ David Heroux Name: David Heroux Title: _________________________ Date: September 28. 2015	BOLLENTE INTERNATIONAL, INC., a Nevada corporation By: /S/ Robertson J. Orr Name: Robertson J. Orr Title: President Date: September 28, 2015

SUBSCRIPTION AND PURCHASE AGREEMENT

FOR

BOLLENTE INTERNATIONAL, INC.

Offering of up to $1,000,000

Offering Price of $25,000 Per Unit

Each Unit Represents 0.625% of Gross Margin

Total Units Offered Forty (40)

Total Offering Represents 25% of Gross Margin

_________________________________________________________________

ALL INFORMATION HEREIN WILL BE TREATED CONFIDENTIALLY

_________________________________________________________________

Investor(s) Russell J. Hooker

Sadie A. Hooker

Number of Units One

Date 10-13-15

IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.

SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.

Persons interested in purchasing Units of Bollente International, Inc. (“Company”) must complete and return this Agreement along with their check or money order to:

Bollente International, Inc.

8800 North Gainey Center Drive, Suite 270

Scottsdale, Arizona 85258

Or if the purchasers of the Units wish to transfer funds via bank wire transfer, funds shall be deposited into the following account:

Account Name:

Account Number:

Bank Routing Number:

Bank Information:

Bollente International, Inc.

501013971942

122400724

Bank of America

4290 S. Rainbow Rd.

Las Vegas, NV 89103

1. Subscription .

1.1

The Purchaser, intending to be legally bound hereby, hereby tenders this subscription for the purchase of

One (1)

1.2

The Purchaser will deliver payment in cash directly to Bollente International, Inc together with completed copies of all applicable Subscription Documents.

1.3

1.4

1.5

1.6

1.7

The Purchaser acknowledges that an investment in the Units is extremely speculative and that there is a substantial likelihood that the investor will lose their entire investment.

1.8

2. Representations and Warranties .

The Purchaser hereby represents and warrants to the Company as follows:

2.1

Accredited Investor (check one below)

Category I X

The Purchaser is an individual (not a partnership, corporation) whose individual net worth, or joint net worth with the Purchaser’s spouse, presently exceeds $1,000,000.

Category II _____

Category III _____

(describe entity)

Category IV _____

The Purchaser is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

(describe entity)

Category V _____

(describe entity)

Category VI _____ The Purchaser is a director or executive officer of the Company.

Category VII _____

Category VIII _____

The Purchaser is an entity in which all of the equity owners are “accredited investors” as defined in Section 230.501(a) of the Act.

(describe entity)

Category IX _____

A Purchaser who COMES within Category IX must fill out the REGULATION S OFFSHORE PURCHASER AGREEMENT enclosed herein.

2.2

2.3	The principal amount of the Units subscribed for by the Purchaser, as set forth in Section 14 hereof does not exceed ten percent (10%) of the Purchaser’s net worth.

2.4	The Purchaser has either a pre-existing personal or business relationship with the Company and its officers, directors and controlling persons or by reason of its business or financial expertise has the capacity to protect its own interest in connection with this transaction.

2.5

2.6

2.7

2.8	The Purchaser is not relying on the Company with respect to the tax and other economic considerations relating to this investment. In regard to such considerations, the Purchaser has relied on the advice of, or has consulted with, its own personal tax, investment or other advisors.

2.9

2.10

2.11

2.12	If the Purchaser is purchasing in a representative or fiduciary capacity, the above representations and warranties shall be deemed to have been made on behalf of the person or persons for whom the Purchaser is so purchasing.

2.13	Within five (5) days after receipt of a request from the Company, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject.

2.14

2.15	The Units were not offered to the Purchaser through an advertisement in printed media of general and regular circulation, radio or television.

2.16

2.17

2.18	The Purchaser either alone or with its Purchaser Representative has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment.

3. Acknowledgments .

The Purchaser is aware that:

3.1

3.2

No federal or state agency has passed upon the Units or made any finding or determination as to the fairness of this transaction.

3.3

3.4

3.5 The certificates for the Units will bear the following legend to the effect that:

3.6

The Company may refuse to register any transfer of the Units not made in accordance with the Securities Act and the rules and regulations promulgated thereunder.

4. Acceptance of Subscription .

5. Indemnification .

6. Irrevocability .

7. Modification .

8. Notices .

9. Counterparts .

10. Entire Agreement.

11. Severability .

Each provision of this Subscription Agreement is intended to be severable from every other provision and the invalidity or illegality of the remainder hereof.

12. Transferability; Assignability .

This Subscription Agreement is not transferable or assignable by the Purchaser.

13. Applicable Law and Forum .

14. Subscription Information .

The Purchaser hereby subscribes, pursuant to this Subscription Agreement dated as of October 13 , 2015 , for Units in the amounts set forth in Paragraph 14.1 below, and tenders payment in cash in consideration therefore, as further set forth below. Please make checks delivered in respect of subscriptions hereunder payable to “ Bollente International, Inc. ”

14.1

Number of Units subscribed for:

One (1)

Units against payment in cash in the amount of $

25,000

, representing $25,000 per Unit, each representing 0.625% of Gross Margin.

Russell J. Hooker & Sadie A. Hooker

Please print above the exact name(s) in which the Units are to be held.

{SIGNATURE PAGE TO FOLLOW}

INDIVIDUAL

/S/ Russell J. Hooker /S/ Sadie A. Hooker

Signature (Individual) Signature (All record holders should sign)

Russell J. Hooker Sadie A. Hooker

Name Typed or Printed Name Typed or Printed

Tax ID or Social Security Number Tax ID or Social Security Number

Address to Which Correspondence

Should Be Directed

Street Address

City, State and Zip Code

Email Address

Telephone Number

A-

CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY

Address to which Correspondence

Should be Directed

Name of Entity Street Address

By:

* Signature City, State and Zip Code

Its:

Title

Tax Identification or Social Security Number

Name Typed or Printed

Email Address

(

)

Email Address

Telephone Number

*If Units are being subscribed for by a corporation, partnership, trust or other entity, the Certificate of Signatory on the following page must also be completed.

CERTIFICATE OF SIGNATORY

To be completed if Units are being subscribed for by an entity.

I, , am the

(“Title”) of (the “Entity”).

IN WITNESS WHEREOF, I have hereto set my hand this day of , 2015.

Signature

ACCEPTANCE

This Subscription Agreement is accepted as of 10/20 , 2015.

Bollente International, Inc.

/S/ Robertson J. Orr

Robertson J. Orr

President

Corporate Seal (optional):

ROYALTY AGREEMENT

THIS ROYALTY AGREEMENT (this “ Royalty Agreement ”), made and entered into as of October 13, 2015 (the “ Execution Date ”), is by and between Bollente International, Inc., a Nevada Corporation (“BII”), and the Recipients as set forth in Appendix B, attached hereto (“Recipients”). Collectively, Recipients and BII are referred to as “the Parties.”

NOW THEREFORE, the Parties agree as follows:

1.	DEFINITIONS

1.1.	Definitions of capitalized terms used in this Royalty Agreement shall have the meanings given in Appendix A or elsewhere in the Royalty Agreement.

2.	ROYALTY PAYMENTS

2.1.	Royalties. BII shall pay BII royalties on Gross Margins during the Royalty Term to Recipients according to the following rates:

a)	0.625% of Gross Margin for each $25,000 paid to BII by Recipient; and

b)	25% of Gross Margins for a maximum of $1 million paid to BII.

2.2.	Manner of Payment. Royalty payments due under this Section 2 are due 30 days after the end of each Accounting Period and shall be paid in United States dollars.

2.3.	Termination of Royalty Obligations. This royalty payment obligation shall terminate on the expiration of the Royalty Term.

3.	REPORTS AND PAYMENTS

3.1.

3.2.

3.3.	Accounting . With each quarterly payment, BII shall deliver to Recipients the report described in Section 3.2, which shall include, but not be limited to, the following information:

a)	Quantity of each Product sold by BII or its Affiliates during the applicable Accounting Period;

b)	The monetary amount, in the national currency of such country, of such sales;

c)	Actual Gross Margins and Net Sales for each Product (by country);

d)	The currency conversion rate used and U.S. dollar-equivalent of such sales; and

e)	Total royalties payable to Recipients including a calculation thereof.

All reports under this Section 3.3 shall be confidential information of BII.

4.	TERMINATION

4.1.	Generally . This Royalty Agreement shall become effective on the Execution Date and shall expire on the expiration of the Royalty Term.

4.2.	Change in Control, Redemption . If Bollente Companies, Inc. or BII enter into any agreement resulting in a change in control due to merger or acquisition of greater than 50% of its voting equity, during the Royalty Term, the parties agree as follows:

a) In years One through Five, the Royalty Agreement shall not be callable by BII; and,

4.3.	Post-Expiration Obligations . Upon the expiration of this Royalty Agreement, BII shall submit all reports required by Section 3 and pay Recipients all royalties due or accrued on the sale of Products up to and including the date of expiration.

4.4.	Survival. Upon the expiration of this Royalty Agreement, nothing herein shall be construed to release either party from any obligation that matured prior to the date of such expiration and Section 5 shall survive any such expiration.

5.	MISCELLANEOUS

5.1.

5.2.	Resale . A Recipient shall have the right to accept offers to buy Recipient’s future rights to Royalty Payments under this Royalty Agreement, provided that such offer and sale are previously approved by BII.

5.3.

5.4.

5.5.	No Third-Party Beneficiaries . This Royalty Agreement shall not confer any rights or remedies upon any party other than the Parties and their respective successors and permitted assigns.

5.6.

5.7.

5.8.

5.9.

5.10.

5.11.

The Parties have duly executed this Royalty Agreement as of the Effective Date.

PURCHASER By: /S/ Russell J. Hooker /S/ Sadie A. Hooker Name: Russell J. Hooker and Sadie A. Hooker Title: _________________________ Date: October 13. 2015	BOLLENTE INTERNATIONAL, INC., a Nevada corporation By: /S/ Robertson J. Orr Name: Robertson J. Orr Title: President Date: October 13, 2015

SUBSCRIPTION AND PURCHASE AGREEMENT

FOR

BOLLENTE INTERNATIONAL, INC.

Offering of up to $1,000,000

Offering Price of $25,000 Per Unit

Each Unit Represents 0.625% of Gross Margin

Total Units Offered Forty (40)

Total Offering Represents 25% of Gross Margin

_________________________________________________________________

ALL INFORMATION HEREIN WILL BE TREATED CONFIDENTIALLY

_________________________________________________________________

Investor(s) Randall S. Fouts

Jean M. Fouts

Number of Units One

Date 10-12-15

IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.

SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.

Persons interested in purchasing Units of Bollente International, Inc. (“Company”) must complete and return this Agreement along with their check or money order to:

Bollente International, Inc.

8800 North Gainey Center Drive, Suite 270

Scottsdale, Arizona 85258

Or if the purchasers of the Units wish to transfer funds via bank wire transfer, funds shall be deposited into the following account:

Account Name:

Account Number:

Bank Routing Number:

Bank Information:

Bollente International, Inc.

501013971942

122400724

Bank of America

4290 S. Rainbow Rd.

Las Vegas, NV 89103

1. Subscription .

1.1

The Purchaser, intending to be legally bound hereby, hereby tenders this subscription for the purchase of

One (1)

1.2

The Purchaser will deliver payment in cash directly to Bollente International, Inc together with completed copies of all applicable Subscription Documents.

1.3

1.4

1.5

1.6

1.7

The Purchaser acknowledges that an investment in the Units is extremely speculative and that there is a substantial likelihood that the investor will lose their entire investment.

1.8

2. Representations and Warranties .

The Purchaser hereby represents and warrants to the Company as follows:

2.1

Accredited Investor (check one below)

Category I

The Purchaser is an individual (not a partnership, corporation) whose individual net worth, or joint net worth with the Purchaser’s spouse, presently exceeds $1,000,000.

Category II X

Category III _____

(describe entity)

Category IV _____

The Purchaser is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

(describe entity)

Category V _____

(describe entity)

Category VI _____ The Purchaser is a director or executive officer of the Company.

Category VII _____

Category VIII _____

The Purchaser is an entity in which all of the equity owners are “accredited investors” as defined in Section 230.501(a) of the Act.

(describe entity)

Category IX _____

A Purchaser who COMES within Category IX must fill out the REGULATION S OFFSHORE PURCHASER AGREEMENT enclosed herein.

2.2

2.3	The principal amount of the Units subscribed for by the Purchaser, as set forth in Section 14 hereof does not exceed ten percent (10%) of the Purchaser’s net worth.

2.4	The Purchaser has either a pre-existing personal or business relationship with the Company and its officers, directors and controlling persons or by reason of its business or financial expertise has the capacity to protect its own interest in connection with this transaction.

2.5

2.6

2.7

2.8	The Purchaser is not relying on the Company with respect to the tax and other economic considerations relating to this investment. In regard to such considerations, the Purchaser has relied on the advice of, or has consulted with, its own personal tax, investment or other advisors.

2.9

2.10

2.11

2.12	If the Purchaser is purchasing in a representative or fiduciary capacity, the above representations and warranties shall be deemed to have been made on behalf of the person or persons for whom the Purchaser is so purchasing.

2.13	Within five (5) days after receipt of a request from the Company, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject.

2.14

2.15	The Units were not offered to the Purchaser through an advertisement in printed media of general and regular circulation, radio or television.

2.16

2.17

2.18	The Purchaser either alone or with its Purchaser Representative has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment.

3. Acknowledgments .

The Purchaser is aware that:

3.1

3.2

No federal or state agency has passed upon the Units or made any finding or determination as to the fairness of this transaction.

3.3

3.4

3.5 The certificates for the Units will bear the following legend to the effect that:

3.6

The Company may refuse to register any transfer of the Units not made in accordance with the Securities Act and the rules and regulations promulgated thereunder.

4. Acceptance of Subscription .

5. Indemnification .

6. Irrevocability .

7. Modification .

8. Notices .

9. Counterparts .

10. Entire Agreement.

11. Severability .

Each provision of this Subscription Agreement is intended to be severable from every other provision and the invalidity or illegality of the remainder hereof.

12. Transferability; Assignability .

This Subscription Agreement is not transferable or assignable by the Purchaser.

13. Applicable Law and Forum .

14. Subscription Information .

The Purchaser hereby subscribes, pursuant to this Subscription Agreement dated as of October 12 , 2015 , for Units in the amounts set forth in Paragraph 14.1 below, and tenders payment in cash in consideration therefore, as further set forth below. Please make checks delivered in respect of subscriptions hereunder payable to “ Bollente International, Inc. ”

14.1

Number of Units subscribed for:

One (1)

Units against payment in cash in the amount of $

25,000

, representing $25,000 per Unit, each representing 0.625% of Gross Margin.

Randall S. Fouts and Jean M. Fouts

Please print above the exact name(s) in which the Units are to be held.

{SIGNATURE PAGE TO FOLLOW}

INDIVIDUAL

/S/ Randall S. Fouts /S/ Jean M. Fouts

Signature (Individual) Signature (All record holders should sign)

Randall S. Fouts Jean M. Fouts

Name Typed or Printed Name Typed or Printed

Tax ID or Social Security Number Tax ID or Social Security Number

Address to Which Correspondence

Should Be Directed

Street Address

City, State and Zip Code

Email Address

Telephone Number

A-

CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY

Address to which Correspondence

Should be Directed

Name of Entity Street Address

By:

* Signature City, State and Zip Code

Its:

Title

Tax Identification or Social Security Number

Name Typed or Printed

Email Address

(

)

Email Address

Telephone Number

*If Units are being subscribed for by a corporation, partnership, trust or other entity, the Certificate of Signatory on the following page must also be completed.

CERTIFICATE OF SIGNATORY

To be completed if Units are being subscribed for by an entity.

I, , am the

(“Title”) of (the “Entity”).

IN WITNESS WHEREOF, I have hereto set my hand this day of , 2015.

Signature

ACCEPTANCE

This Subscription Agreement is accepted as of 10/19 , 2015.

Bollente International, Inc.

/S/ Robertson J. Orr

Robertson J. Orr

President

Corporate Seal (optional):

ROYALTY AGREEMENT

THIS ROYALTY AGREEMENT (this “ Royalty Agreement ”), made and entered into as of October 12, 2015 (the “ Execution Date ”), is by and between Bollente International, Inc., a Nevada Corporation (“BII”), and the Recipients as set forth in Appendix B, attached hereto (“Recipients”). Collectively, Recipients and BII are referred to as “the Parties.”

NOW THEREFORE, the Parties agree as follows:

1.	DEFINITIONS

1.1.	Definitions of capitalized terms used in this Royalty Agreement shall have the meanings given in Appendix A or elsewhere in the Royalty Agreement.

2.	ROYALTY PAYMENTS

2.1.	Royalties. BII shall pay BII royalties on Gross Margins during the Royalty Term to Recipients according to the following rates:

a)	0.625% of Gross Margin for each $25,000 paid to BII by Recipient; and

b)	25% of Gross Margins for a maximum of $1 million paid to BII.

2.2.	Manner of Payment. Royalty payments due under this Section 2 are due 30 days after the end of each Accounting Period and shall be paid in United States dollars.

2.3.	Termination of Royalty Obligations. This royalty payment obligation shall terminate on the expiration of the Royalty Term.

3.	REPORTS AND PAYMENTS

3.1.

3.2.

3.3.	Accounting . With each quarterly payment, BII shall deliver to Recipients the report described in Section 3.2, which shall include, but not be limited to, the following information:

a)	Quantity of each Product sold by BII or its Affiliates during the applicable Accounting Period;

b)	The monetary amount, in the national currency of such country, of such sales;

c)	Actual Gross Margins and Net Sales for each Product (by country);

d)	The currency conversion rate used and U.S. dollar-equivalent of such sales; and

e)	Total royalties payable to Recipients including a calculation thereof.

All reports under this Section 3.3 shall be confidential information of BII.

4.	TERMINATION

4.1.	Generally . This Royalty Agreement shall become effective on the Execution Date and shall expire on the expiration of the Royalty Term.

4.2.	Change in Control, Redemption . If Bollente Companies, Inc. or BII enter into any agreement resulting in a change in control due to merger or acquisition of greater than 50% of its voting equity, during the Royalty Term, the parties agree as follows:

a) In years One through Five, the Royalty Agreement shall not be callable by BII; and,

4.3.	Post-Expiration Obligations . Upon the expiration of this Royalty Agreement, BII shall submit all reports required by Section 3 and pay Recipients all royalties due or accrued on the sale of Products up to and including the date of expiration.

4.4.	Survival. Upon the expiration of this Royalty Agreement, nothing herein shall be construed to release either party from any obligation that matured prior to the date of such expiration and Section 5 shall survive any such expiration.

5.	MISCELLANEOUS

5.1.

5.2.	Resale . A Recipient shall have the right to accept offers to buy Recipient’s future rights to Royalty Payments under this Royalty Agreement, provided that such offer and sale are previously approved by BII.

5.3.

5.4.

5.5.	No Third-Party Beneficiaries . This Royalty Agreement shall not confer any rights or remedies upon any party other than the Parties and their respective successors and permitted assigns.

5.6.

5.7.

5.8.

5.9.

5.10.

5.11.

The Parties have duly executed this Royalty Agreement as of the Effective Date.

PURCHASER By: /S/ Jean A. Fouts /S/ Jean A. Fouts Name: Randall S. Fouts and Jean A. Fouts Title: _________________________ Date: October 12. 2015	BOLLENTE INTERNATIONAL, INC., a Nevada corporation By: /S/ Robertson J. Orr Name: Robertson J. Orr Title: President Date: October 12, 2015

SUBSCRIPTION AND PURCHASE AGREEMENT

FOR

BOLLENTE INTERNATIONAL, INC.

Offering of up to $1,000,000

Offering Price of $25,000 Per Unit

Each Unit Represents 0.625% of Gross Margin

Total Units Offered Forty (40)

Total Offering Represents 25% of Gross Margin

_________________________________________________________________

ALL INFORMATION HEREIN WILL BE TREATED CONFIDENTIALLY

_________________________________________________________________

Investor(s) Duane L. Femrite Revocable Family Trust

By Duane L. Femrite, Trustee

Number of Units Four (4)

Date 9-1-15

IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.

SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.

Persons interested in purchasing Units of Bollente International, Inc. (“Company”) must complete and return this Agreement along with their check or money order to:

Bollente International, Inc.

8800 North Gainey Center Drive, Suite 270

Scottsdale, Arizona 85258

Or if the purchasers of the Units wish to transfer funds via bank wire transfer, funds shall be deposited into the following account:

Account Name:

Account Number:

Bank Routing Number:

Bank Information:

Bollente International, Inc.

501013971942

122400724

Bank of America

4290 S. Rainbow Rd.

Las Vegas, NV 89103

1. Subscription .

1.1

The Purchaser, intending to be legally bound hereby, hereby tenders this subscription for the purchase of

Four (4)

1.2

The Purchaser will deliver payment in cash directly to Bollente International, Inc together with completed copies of all applicable Subscription Documents.

1.3

1.4

1.5

1.6

1.7

The Purchaser acknowledges that an investment in the Units is extremely speculative and that there is a substantial likelihood that the investor will lose their entire investment.

1.8

2. Representations and Warranties .

The Purchaser hereby represents and warrants to the Company as follows:

2.1

Accredited Investor (check one below)

Category I

The Purchaser is an individual (not a partnership, corporation) whose individual net worth, or joint net worth with the Purchaser’s spouse, presently exceeds $1,000,000.

Category II

Category III _____

(describe entity)

Category IV _____

The Purchaser is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

(describe entity)

Category V _____

(describe entity)

Category VI _____ The Purchaser is a director or executive officer of the Company.

Category VII X

Category VIII _____

The Purchaser is an entity in which all of the equity owners are “accredited investors” as defined in Section 230.501(a) of the Act.

(describe entity)

Category IX _____

A Purchaser who COMES within Category IX must fill out the REGULATION S OFFSHORE PURCHASER AGREEMENT enclosed herein.

2.2

2.3	The principal amount of the Units subscribed for by the Purchaser, as set forth in Section 14 hereof does not exceed ten percent (10%) of the Purchaser’s net worth.

2.4	The Purchaser has either a pre-existing personal or business relationship with the Company and its officers, directors and controlling persons or by reason of its business or financial expertise has the capacity to protect its own interest in connection with this transaction.

2.5

2.6

2.7

2.8	The Purchaser is not relying on the Company with respect to the tax and other economic considerations relating to this investment. In regard to such considerations, the Purchaser has relied on the advice of, or has consulted with, its own personal tax, investment or other advisors.

2.9

2.10

2.11

2.12	If the Purchaser is purchasing in a representative or fiduciary capacity, the above representations and warranties shall be deemed to have been made on behalf of the person or persons for whom the Purchaser is so purchasing.

2.13	Within five (5) days after receipt of a request from the Company, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject.

2.14

2.15	The Units were not offered to the Purchaser through an advertisement in printed media of general and regular circulation, radio or television.

2.16

2.17

2.18	The Purchaser either alone or with its Purchaser Representative has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment.

3. Acknowledgments .

The Purchaser is aware that:

3.1

3.2

No federal or state agency has passed upon the Units or made any finding or determination as to the fairness of this transaction.

3.3

3.4

3.5 The certificates for the Units will bear the following legend to the effect that:

3.6

The Company may refuse to register any transfer of the Units not made in accordance with the Securities Act and the rules and regulations promulgated thereunder.

4. Acceptance of Subscription .

5. Indemnification .

6. Irrevocability .

7. Modification .

8. Notices .

9. Counterparts .

10. Entire Agreement.

11. Severability .

Each provision of this Subscription Agreement is intended to be severable from every other provision and the invalidity or illegality of the remainder hereof.

12. Transferability; Assignability .

This Subscription Agreement is not transferable or assignable by the Purchaser.

13. Applicable Law and Forum .

14. Subscription Information .

14.1

Number of Units subscribed for:

Four (4)

Units against payment in cash in the amount of $

100,000

, representing $25,000 per Unit, each representing 0.625% of Gross Margin.

Duane L. Femrite Revocable Family Trust

Please print above the exact name(s) in which the Units are to be held.

{SIGNATURE PAGE TO FOLLOW}

INDIVIDUAL

Signature (Individual) Signature (All record holders should sign)

Name Typed or Printed Name Typed or Printed

Tax ID or Social Security Number Tax ID or Social Security Number

Address to Which Correspondence

Should Be Directed

Street Address

City, State and Zip Code

Email Address

Telephone Number

A-

CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY

Address to which Correspondence

Should be Directed

Duane L. Femrite Revocable Family Trust

Name of Entity Street Address

By: /S/ Duane L. Femrite

* Signature City, State and Zip Code

Its: Trustee

Title

Tax Identification or Social Security Number

Duane L. Femrite

Name Typed or Printed

Email Address

(

)

Email Address

Telephone Number

*If Units are being subscribed for by a corporation, partnership, trust or other entity, the Certificate of Signatory on the following page must also be completed.

CERTIFICATE OF SIGNATORY

To be completed if Units are being subscribed for by an entity.

I, Duane L. Femrite , am the

Trustee (“Title”) of Duane L. Femrite Revocable Family Trust (the “Entity”).

IN WITNESS WHEREOF, I have hereto set my hand this 1 day of September , 2015.

/S/ Duane L. Femrite

Signature

ACCEPTANCE

This Subscription Agreement is accepted as of 9/1 , 2015.

Bollente International, Inc.

/S/ Robertson J. Orr

Robertson J. Orr

President

Corporate Seal (optional):

ROYALTY AGREEMENT

NOW THEREFORE, the Parties agree as follows:

1.	DEFINITIONS

1.1.	Definitions of capitalized terms used in this Royalty Agreement shall have the meanings given in Appendix A or elsewhere in the Royalty Agreement.

2.	ROYALTY PAYMENTS

2.1.	Royalties. BII shall pay BII royalties on Gross Margins during the Royalty Term to Recipients according to the following rates:

a)	0.625% of Gross Margin for each $25,000 paid to BII by Recipient; and

b)	25% of Gross Margins for a maximum of $1 million paid to BII.

2.2.	Manner of Payment. Royalty payments due under this Section 2 are due 30 days after the end of each Accounting Period and shall be paid in United States dollars.

2.3.	Termination of Royalty Obligations. This royalty payment obligation shall terminate on the expiration of the Royalty Term.

3.	REPORTS AND PAYMENTS

3.1.

3.2.

3.3.	Accounting . With each quarterly payment, BII shall deliver to Recipients the report described in Section 3.2, which shall include, but not be limited to, the following information:

a)	Quantity of each Product sold by BII or its Affiliates during the applicable Accounting Period;

b)	The monetary amount, in the national currency of such country, of such sales;

c)	Actual Gross Margins and Net Sales for each Product (by country);

d)	The currency conversion rate used and U.S. dollar-equivalent of such sales; and

e)	Total royalties payable to Recipients including a calculation thereof.

All reports under this Section 3.3 shall be confidential information of BII.

4.	TERMINATION

4.1.	Generally . This Royalty Agreement shall become effective on the Execution Date and shall expire on the expiration of the Royalty Term.

4.2.	Change in Control, Redemption . If Bollente Companies, Inc. or BII enter into any agreement resulting in a change in control due to merger or acquisition of greater than 50% of its voting equity, during the Royalty Term, the parties agree as follows:

a) In years One through Five, the Royalty Agreement shall not be callable by BII; and,

4.3.	Post-Expiration Obligations . Upon the expiration of this Royalty Agreement, BII shall submit all reports required by Section 3 and pay Recipients all royalties due or accrued on the sale of Products up to and including the date of expiration.

4.4.	Survival. Upon the expiration of this Royalty Agreement, nothing herein shall be construed to release either party from any obligation that matured prior to the date of such expiration and Section 5 shall survive any such expiration.

5.	MISCELLANEOUS

5.1.

5.2.	Resale . A Recipient shall have the right to accept offers to buy Recipient’s future rights to Royalty Payments under this Royalty Agreement, provided that such offer and sale are previously approved by BII.

5.3.

5.4.

5.5.	No Third-Party Beneficiaries . This Royalty Agreement shall not confer any rights or remedies upon any party other than the Parties and their respective successors and permitted assigns.

5.6.

5.7.

5.8.

5.9.

5.10.

5.11.

The Parties have duly executed this Royalty Agreement as of the Effective Date.

PURCHASER Duane L. Femrite Revocable Family Trust By: /S/ Duane L. Femrite Name: Duane L. Femrite Title: Trustee Date: September 1. 2015	BOLLENTE INTERNATIONAL, INC., a Nevada corporation By: /S/ Robertson J. Orr Name: Robertson J. Orr Title: President Date: September 1, 2015

SUBSCRIPTION AND PURCHASE AGREEMENT

FOR

BOLLENTE INTERNATIONAL, INC.

Offering of up to $1,000,000

Offering Price of $25,000 Per Unit

Each Unit Represents 0.625% of Gross Margin

Total Units Offered Forty (40)

Total Offering Represents 25% of Gross Margin

_________________________________________________________________

ALL INFORMATION HEREIN WILL BE TREATED CONFIDENTIALLY

_________________________________________________________________

Investor(s) Jon F. Schutz

Number of Units 2 Units

Date 9-1-15

IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.

SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.

Persons interested in purchasing Units of Bollente International, Inc. (“Company”) must complete and return this Agreement along with their check or money order to:

Bollente International, Inc.

8800 North Gainey Center Drive, Suite 270

Scottsdale, Arizona 85258

Or if the purchasers of the Units wish to transfer funds via bank wire transfer, funds shall be deposited into the following account:

Account Name:

Account Number:

Bank Routing Number:

Bank Information:

Bollente International, Inc.

501013971942

122400724

Bank of America

4290 S. Rainbow Rd.

Las Vegas, NV 89103

1. Subscription .

1.1

The Purchaser, intending to be legally bound hereby, hereby tenders this subscription for the purchase of

Two (2)

1.2

The Purchaser will deliver payment in cash directly to Bollente International, Inc together with completed copies of all applicable Subscription Documents.

1.3

1.4

1.5

1.6

1.7

The Purchaser acknowledges that an investment in the Units is extremely speculative and that there is a substantial likelihood that the investor will lose their entire investment.

1.8

2. Representations and Warranties .

The Purchaser hereby represents and warrants to the Company as follows:

2.1

Accredited Investor (check one below)

Category I X

The Purchaser is an individual (not a partnership, corporation) whose individual net worth, or joint net worth with the Purchaser’s spouse, presently exceeds $1,000,000.

Category II _____

Category III _____

(describe entity)

Category IV _____

The Purchaser is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

(describe entity)

Category V _____

(describe entity)

Category VI _____ The Purchaser is a director or executive officer of the Company.

Category VII _____

Category VIII _____

The Purchaser is an entity in which all of the equity owners are “accredited investors” as defined in Section 230.501(a) of the Act.

(describe entity)

Category IX _____

A Purchaser who COMES within Category IX must fill out the REGULATION S OFFSHORE PURCHASER AGREEMENT enclosed herein.

2.2

2.3	The principal amount of the Units subscribed for by the Purchaser, as set forth in Section 14 hereof does not exceed ten percent (10%) of the Purchaser’s net worth.

2.4	The Purchaser has either a pre-existing personal or business relationship with the Company and its officers, directors and controlling persons or by reason of its business or financial expertise has the capacity to protect its own interest in connection with this transaction.

2.5

2.6

2.7

2.8	The Purchaser is not relying on the Company with respect to the tax and other economic considerations relating to this investment. In regard to such considerations, the Purchaser has relied on the advice of, or has consulted with, its own personal tax, investment or other advisors.

2.9

2.10

2.11

2.12	If the Purchaser is purchasing in a representative or fiduciary capacity, the above representations and warranties shall be deemed to have been made on behalf of the person or persons for whom the Purchaser is so purchasing.

2.13	Within five (5) days after receipt of a request from the Company, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject.

2.14

2.15	The Units were not offered to the Purchaser through an advertisement in printed media of general and regular circulation, radio or television.

2.16

2.17

2.18	The Purchaser either alone or with its Purchaser Representative has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment.

3. Acknowledgments .

The Purchaser is aware that:

3.1

3.2

No federal or state agency has passed upon the Units or made any finding or determination as to the fairness of this transaction.

3.3

3.4

3.5 The certificates for the Units will bear the following legend to the effect that:

3.6

The Company may refuse to register any transfer of the Units not made in accordance with the Securities Act and the rules and regulations promulgated thereunder.

4. Acceptance of Subscription .

5. Indemnification .

6. Irrevocability .

7. Modification .

8. Notices .

9. Counterparts .

10. Entire Agreement.

11. Severability .

Each provision of this Subscription Agreement is intended to be severable from every other provision and the invalidity or illegality of the remainder hereof.

12. Transferability; Assignability .

This Subscription Agreement is not transferable or assignable by the Purchaser.

13. Applicable Law and Forum .

14. Subscription Information .

14.1

Number of Units subscribed for:

Two (2)

Units against payment in cash in the amount of $

50,000

, representing $25,000 per Unit, each representing 0.625% of Gross Margin.

Jon F. Schutz

Please print above the exact name(s) in which the Units are to be held.

{SIGNATURE PAGE TO FOLLOW}

INDIVIDUAL

/S/ Jon F. Schutz

Signature (Individual) Signature (All record holders should sign)

Jon F. Schutz

Name Typed or Printed Name Typed or Printed

Tax ID or Social Security Number Tax ID or Social Security Number

Address to Which Correspondence

Should Be Directed

Street Address

City, State and Zip Code

Email Address

Telephone Number

A-

CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY

Address to which Correspondence

Should be Directed

Name of Entity Street Address

By:

* Signature City, State and Zip Code

Its:

Title

Tax Identification or Social Security Number

Name Typed or Printed

Email Address

(

)

Email Address

Telephone Number

*If Units are being subscribed for by a corporation, partnership, trust or other entity, the Certificate of Signatory on the following page must also be completed.

CERTIFICATE OF SIGNATORY

To be completed if Units are being subscribed for by an entity.

I, , am the

(“Title”) of (the “Entity”).

IN WITNESS WHEREOF, I have hereto set my hand this day of , 2015.

Signature

ACCEPTANCE

This Subscription Agreement is accepted as of 9/02 , 2015.

Bollente International, Inc.

/S/ Robertson J. Orr

Robertson J. Orr

President

Corporate Seal (optional):

ROYALTY AGREEMENT

NOW THEREFORE, the Parties agree as follows:

1.	DEFINITIONS

1.1.	Definitions of capitalized terms used in this Royalty Agreement shall have the meanings given in Appendix A or elsewhere in the Royalty Agreement.

2.	ROYALTY PAYMENTS

2.1.	Royalties. BII shall pay BII royalties on Gross Margins during the Royalty Term to Recipients according to the following rates:

a)	0.625% of Gross Margin for each $25,000 paid to BII by Recipient; and

b)	25% of Gross Margins for a maximum of $1 million paid to BII.

2.2.	Manner of Payment. Royalty payments due under this Section 2 are due 30 days after the end of each Accounting Period and shall be paid in United States dollars.

2.3.	Termination of Royalty Obligations. This royalty payment obligation shall terminate on the expiration of the Royalty Term.

3.	REPORTS AND PAYMENTS

3.1.

3.2.

3.3.	Accounting . With each quarterly payment, BII shall deliver to Recipients the report described in Section 3.2, which shall include, but not be limited to, the following information:

a)	Quantity of each Product sold by BII or its Affiliates during the applicable Accounting Period;

b)	The monetary amount, in the national currency of such country, of such sales;

c)	Actual Gross Margins and Net Sales for each Product (by country);

d)	The currency conversion rate used and U.S. dollar-equivalent of such sales; and

e)	Total royalties payable to Recipients including a calculation thereof.

All reports under this Section 3.3 shall be confidential information of BII.

4.	TERMINATION

4.1.	Generally . This Royalty Agreement shall become effective on the Execution Date and shall expire on the expiration of the Royalty Term.

4.2.	Change in Control, Redemption . If Bollente Companies, Inc. or BII enter into any agreement resulting in a change in control due to merger or acquisition of greater than 50% of its voting equity, during the Royalty Term, the parties agree as follows:

a) In years One through Five, the Royalty Agreement shall not be callable by BII; and,

4.3.	Post-Expiration Obligations . Upon the expiration of this Royalty Agreement, BII shall submit all reports required by Section 3 and pay Recipients all royalties due or accrued on the sale of Products up to and including the date of expiration.

4.4.	Survival. Upon the expiration of this Royalty Agreement, nothing herein shall be construed to release either party from any obligation that matured prior to the date of such expiration and Section 5 shall survive any such expiration.

5.	MISCELLANEOUS

5.1.

5.2.	Resale . A Recipient shall have the right to accept offers to buy Recipient’s future rights to Royalty Payments under this Royalty Agreement, provided that such offer and sale are previously approved by BII.

5.3.

5.4.

5.5.	No Third-Party Beneficiaries . This Royalty Agreement shall not confer any rights or remedies upon any party other than the Parties and their respective successors and permitted assigns.

5.6.

5.7.

5.8.

5.9.

5.10.

5.11.

The Parties have duly executed this Royalty Agreement as of the Effective Date.

PURCHASER By: /S/ Jon F. Schutz Name: Jon F. Schutz Title: _________________________ Date: September 1. 2015	BOLLENTE INTERNATIONAL, INC., a Nevada corporation By: /S/ Robertson J. Orr Name: Robertson J. Orr Title: President Date: September 1, 2015

SUBSCRIPTION AND PURCHASE AGREEMENT

FOR

BOLLENTE INTERNATIONAL, INC.

Offering of up to $1,000,000

Offering Price of $25,000 Per Unit

Each Unit Represents 0.625% of Gross Margin

Total Units Offered Forty (40)

Total Offering Represents 25% of Gross Margin

_________________________________________________________________

ALL INFORMATION HEREIN WILL BE TREATED CONFIDENTIALLY

_________________________________________________________________

Investor(s) The Slyter Family Trust

Dated June 16, 2005

Mathew H. Slyter, Trustee

Number of Units 1

Date 10-6-15

IMPORTANT: PLEASE READ CAREFULLY BEFORE SIGNING.

SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.

Persons interested in purchasing Units of Bollente International, Inc. (“Company”) must complete and return this Agreement along with their check or money order to:

Bollente International, Inc.

8800 North Gainey Center Drive, Suite 270

Scottsdale, Arizona 85258

Or if the purchasers of the Units wish to transfer funds via bank wire transfer, funds shall be deposited into the following account:

Account Name:

Account Number:

Bank Routing Number:

Bank Information:

Bollente International, Inc.

501013971942

122400724

Bank of America

4290 S. Rainbow Rd.

Las Vegas, NV 89103

1. Subscription .

1.1

The Purchaser, intending to be legally bound hereby, hereby tenders this subscription for the purchase of

One (1)

1.2

The Purchaser will deliver payment in cash directly to Bollente International, Inc together with completed copies of all applicable Subscription Documents.

1.3

1.4

1.5

1.6

1.7

The Purchaser acknowledges that an investment in the Units is extremely speculative and that there is a substantial likelihood that the investor will lose their entire investment.

1.8

2. Representations and Warranties .

The Purchaser hereby represents and warrants to the Company as follows:

2.1

Accredited Investor (check one below)

Category I

The Purchaser is an individual (not a partnership, corporation) whose individual net worth, or joint net worth with the Purchaser’s spouse, presently exceeds $1,000,000.

Category II X

Category III _____

(describe entity)

Category IV _____

The Purchaser is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

(describe entity)

Category V _____

(describe entity)

Category VI _____ The Purchaser is a director or executive officer of the Company.

Category VII _____

Category VIII _____

The Purchaser is an entity in which all of the equity owners are “accredited investors” as defined in Section 230.501(a) of the Act.

(describe entity)

Category IX _____

A Purchaser who COMES within Category IX must fill out the REGULATION S OFFSHORE PURCHASER AGREEMENT enclosed herein.

2.2

2.3	The principal amount of the Units subscribed for by the Purchaser, as set forth in Section 14 hereof does not exceed ten percent (10%) of the Purchaser’s net worth.

2.4	The Purchaser has either a pre-existing personal or business relationship with the Company and its officers, directors and controlling persons or by reason of its business or financial expertise has the capacity to protect its own interest in connection with this transaction.

2.5

2.6

2.7

2.8	The Purchaser is not relying on the Company with respect to the tax and other economic considerations relating to this investment. In regard to such considerations, the Purchaser has relied on the advice of, or has consulted with, its own personal tax, investment or other advisors.

2.9

2.10

2.11

2.12	If the Purchaser is purchasing in a representative or fiduciary capacity, the above representations and warranties shall be deemed to have been made on behalf of the person or persons for whom the Purchaser is so purchasing.

2.13	Within five (5) days after receipt of a request from the Company, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject.

2.14

2.15	The Units were not offered to the Purchaser through an advertisement in printed media of general and regular circulation, radio or television.

2.16

2.17

2.18	The Purchaser either alone or with its Purchaser Representative has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment.

3. Acknowledgments .

The Purchaser is aware that:

3.1

3.2

No federal or state agency has passed upon the Units or made any finding or determination as to the fairness of this transaction.

3.3

3.4

3.5 The certificates for the Units will bear the following legend to the effect that:

3.6

The Company may refuse to register any transfer of the Units not made in accordance with the Securities Act and the rules and regulations promulgated thereunder.

4. Acceptance of Subscription .

5. Indemnification .

6. Irrevocability .

7. Modification .

8. Notices .

9. Counterparts .

10. Entire Agreement.

11. Severability .

Each provision of this Subscription Agreement is intended to be severable from every other provision and the invalidity or illegality of the remainder hereof.

12. Transferability; Assignability .

This Subscription Agreement is not transferable or assignable by the Purchaser.

13. Applicable Law and Forum .

14. Subscription Information .

The Purchaser hereby subscribes, pursuant to this Subscription Agreement dated as of October 6 , 2015 , for Units in the amounts set forth in Paragraph 14.1 below, and tenders payment in cash in consideration therefore, as further set forth below. Please make checks delivered in respect of subscriptions hereunder payable to “ Bollente International, Inc. ”

14.1

Number of Units subscribed for:

One (1)

Units against payment in cash in the amount of $

25,000

, representing $25,000 per Unit, each representing 0.625% of Gross Margin.

The Slyter Family Trust dated June 16, 2005

Please print above the exact name(s) in which the Units are to be held.

{SIGNATURE PAGE TO FOLLOW}

INDIVIDUAL

Signature (Individual) Signature (All record holders should sign)

Name Typed or Printed Name Typed or Printed

Tax ID or Social Security Number Tax ID or Social Security Number

Address to Which Correspondence

Should Be Directed

Street Address

City, State and Zip Code

Email Address

Telephone Number

A-

CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY

Address to which Correspondence

Should be Directed

The Slyter Family Trust , June 16, 2005

Name of Entity Street Address

By: /S/ Mathew H. Slyter

* Signature City, State and Zip Code

Its: Trustee

Title

Tax Identification or Social Security Number

Name Typed or Printed

Email Address

(

)

Email Address

Telephone Number

*If Units are being subscribed for by a corporation, partnership, trust or other entity, the Certificate of Signatory on the following page must also be completed.

CERTIFICATE OF SIGNATORY

To be completed if Units are being subscribed for by an entity.

I, Mathew H. Slyter , am the

Trustee (“Title”) of The Slyter Family Trust, June 15, 2005 (the “Entity”).

IN WITNESS WHEREOF, I have hereto set my hand this 6th day of October , 2015.

/S/ Mathew H. Slyter

Signature

ACCEPTANCE

This Subscription Agreement is accepted as of 10/19 , 2015.

Bollente International, Inc.

/S/ Robertson J. Orr

Robertson J. Orr

President

Corporate Seal (optional):

ROYALTY AGREEMENT

THIS ROYALTY AGREEMENT (this “ Royalty Agreement ”), made and entered into as of October 6, 2015 (the “ Execution Date ”), is by and between Bollente International, Inc., a Nevada Corporation (“BII”), and the Recipients as set forth in Appendix B, attached hereto (“Recipients”). Collectively, Recipients and BII are referred to as “the Parties.”

NOW THEREFORE, the Parties agree as follows:

1.	DEFINITIONS

1.1.	Definitions of capitalized terms used in this Royalty Agreement shall have the meanings given in Appendix A or elsewhere in the Royalty Agreement.

2.	ROYALTY PAYMENTS

2.1.	Royalties. BII shall pay BII royalties on Gross Margins during the Royalty Term to Recipients according to the following rates:

a)	0.625% of Gross Margin for each $25,000 paid to BII by Recipient; and

b)	25% of Gross Margins for a maximum of $1 million paid to BII.

2.2.	Manner of Payment. Royalty payments due under this Section 2 are due 30 days after the end of each Accounting Period and shall be paid in United States dollars.

2.3.	Termination of Royalty Obligations. This royalty payment obligation shall terminate on the expiration of the Royalty Term.

3.	REPORTS AND PAYMENTS

3.1.

3.2.

3.3.	Accounting . With each quarterly payment, BII shall deliver to Recipients the report described in Section 3.2, which shall include, but not be limited to, the following information:

a)	Quantity of each Product sold by BII or its Affiliates during the applicable Accounting Period;

b)	The monetary amount, in the national currency of such country, of such sales;

c)	Actual Gross Margins and Net Sales for each Product (by country);

d)	The currency conversion rate used and U.S. dollar-equivalent of such sales; and

e)	Total royalties payable to Recipients including a calculation thereof.

All reports under this Section 3.3 shall be confidential information of BII.

4.	TERMINATION

4.1.	Generally . This Royalty Agreement shall become effective on the Execution Date and shall expire on the expiration of the Royalty Term.

4.2.	Change in Control, Redemption . If Bollente Companies, Inc. or BII enter into any agreement resulting in a change in control due to merger or acquisition of greater than 50% of its voting equity, during the Royalty Term, the parties agree as follows:

a) In years One through Five, the Royalty Agreement shall not be callable by BII; and,

4.3.	Post-Expiration Obligations . Upon the expiration of this Royalty Agreement, BII shall submit all reports required by Section 3 and pay Recipients all royalties due or accrued on the sale of Products up to and including the date of expiration.

4.4.	Survival. Upon the expiration of this Royalty Agreement, nothing herein shall be construed to release either party from any obligation that matured prior to the date of such expiration and Section 5 shall survive any such expiration.

5.	MISCELLANEOUS

5.1.

5.2.	Resale . A Recipient shall have the right to accept offers to buy Recipient’s future rights to Royalty Payments under this Royalty Agreement, provided that such offer and sale are previously approved by BII.

5.3.

5.4.

5.5.	No Third-Party Beneficiaries . This Royalty Agreement shall not confer any rights or remedies upon any party other than the Parties and their respective successors and permitted assigns.

5.6.

5.7.

5.8.

5.9.

5.10.

5.11.

The Parties have duly executed this Royalty Agreement as of the Effective Date.

PURCHASER The Slyter Family Trust dated June 16, 2005 By: /S/ Mathew H. Slyter Name: Mathew H. Slyter Title: Trustee Date: October 6. 2015	BOLLENTE INTERNATIONAL, INC., a Nevada corporation By: /S/ Robertson J. Orr Name: Robertson J. Orr Title: President Date: October 6, 2015

PERSONAL SERVICES AGREEMENT

This Personal Services Agreement is entered into this 1 st day of March 2015 (the "Agreement") by and between Robertson J. Orr, an individual residing in Chandler, Arizona (the "Executive"), and Bollente Companies, Inc., a Nevada corporation located at 8800 N Gainey Center Dr., Suite 270, Scottsdale, AZ 85258 (the "Company").

WHEREAS, the Company wishes to contract for the services of the Executive to serve as the President and Chief Executive Officer of the Company on an interim basis;

WHEREAS, Executive wishes to be contracted by the Company as its interim President and Chief Executive Officer;

NOW, THEREFORE, the parties hereby agree as follows:

1. Executive's Services. Executive shall be available and shall provide to the Company professional services related to the general executive management of the Company, including providing counsel to the Board of Directors regarding the research, development, manufacture, marketing, and sales of a proprietary line of green products, as well as the development of a defensible intellectual property portfolio related to the same, as needed and requested by the Board of Directors ("Executive Services").

2. Remuneration.

a. Compensation. The gross annual cash compensation of the Executive shall be Seventy Five Thousand (75,000) US Dollars (hereinafter, the “Compensation”). All Compensation payable hereunder shall be payable on a monthly basis in arrears.

b. Alternative Payment. The Executive agrees that up to One Hundred Percent (100%) of such Compensation payable in accordance with Article 2.a above may, at the discretion of the Executive, be a value at the time of payment equal to the value of such unpaid (cash) Compensation (“Stock Based Payment”). Securities issued to the Executive in connection with the Stock Based Payment shall be priced at One (1.00) US Dollar per share.

c. Expenses. The Executive will be reimbursed for reasonable business expenses, within such policy guidelines as may be established from time to time, by the Company’s Board of Directors, provided that such business expenses are incurred in the ordinary course of performing the Executive’s duties.

d. Stock. The Executive shall be entitled to receive Sixty Thousand (60,000) restricted common shares of the Company upon execution of the Agreement and Thirty Thousand (30,000) restricted common shares of the Company per calendar quarter which shall vest to the Executive beginning on May 31, 2012 and on the last business day of each subsequent calendar quarter for the Term of the Agreement. Such shares shall bear piggy-back registration rights in connection with the filing by the Company of an effective registration statement with the US Securities and Exchange Commission.

e. Bonuses. The Executive shall be entitled to receive bonus compensation in the form of cash or restricted common shares of the Company (“Bonus Shares”) from time to time at the discretion of the Board of Directors. Bonus Shares shall bear piggy-back registration rights in connection with the filing by the Company of any registration statement with the US Securities and Exchange Commission.

3. Confidentiality. In the course of performing Executive Services, the parties recognize that Executive may come in contact or become familiar with information which the Company or its subsidiaries or affiliates may consider confidential. This information may include, but is not limited to, information pertaining to manufacturing processes, marketing plans, sales prospects, customer lists, investors, stockholders, partnerships, joint ventures, intellectual property and other proprietary information, which information may be of value to a competitor. Executive agrees to keep all such information confidential and not to discuss or divulge it to anyone other than appropriate Company personnel or their designees.

4. Term. This Agreement shall commence on March 1, 2015 and shall terminate on February 28, 2016, unless earlier terminated by either party hereto. Either party may terminate this Agreement upon Thirty (30) days prior written notice. The Company may, at its option, renew this Agreement for an additional term of Twelve (12) months on the same terms and conditions as set forth herein by giving notice to Executive of such intent to renew on or before February 1, 2016.

5. Representations and Warranties. The Executive will make no representations, warranties, or commitments binding the Company without the Company's prior consent.

6. Legal Right. Executive covenants and warrants that it has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and that he/she has not and shall not become a party to any other agreement of any kind which conflicts with this Agreement. Executive shall indemnify and hold harmless the Company from any and all damages, claims and expenses arising out of or resulting from any claim that this Agreement violates any such agreements. Breach of this warranty shall operate to terminate this Agreement automatically without notice as specified in Paragraph 5 and to terminate all obligations of the Company to pay any amounts which remain unpaid under this Agreement.

7. No Waiver. Failure to invoke any right, condition, or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition, or covenant and neither party may rely on such failure.

8. Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, in the first class mail of the United States properly addressed to the appropriate party at the address set forth below:

a. Notices as to Executive: 312 W. Macaw Dr.

Chandler, AZ 85286

b. Notices to the Company: 8800 N. Gainey Center Dr., Suite 270

Scottsdale, Arizona 85258

9. Enforceability. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the reminder of the Agreement shall remain in full force and effect and shall in no way be impaired

10. Entire Agreement and Amendments. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties.

11. Binding Effect, Assignment. This Agreement shall be binding upon and shall inure to the benefit of Executive and the Company and to the Company's successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Executive of any of its rights or obligations hereunder, and such assignment is expressly prohibited without the prior written consent of the Company.

12. Governing Law, Severability. This Agreement shall be governed by the laws of the State of Arizona. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision.

WHEREFORE, the parties have executed this Agreement as of the date written above.

COMPANY:

Bollente Companies, Inc.

/S/ Robertson J. Orr

Robertson J. Orr

Duly Authorized

EXECUTIVE:

/S/ Robertson J. Orr

Robertson J. Orr

Duly Authorized

PROMISSORY NOTE

FOR VALUE RECEIVED, Bollente Companies, Inc., a publicly traded Nevada corporation with its principle place of business in Scottsdale, Arizona ("Borrower"), by this promissory note (the "Note") unconditionally promises to pay to Envision Growth Partners, a Delaware Limited Liability Company with offices in Scottsdale, Arizona ("Lender") in lawful money of the United States of America, the principal amount of Two Hundred Thousand (200,000.00) Dollars (“Principle Balance”).

WHEREAS, The Borrower desires to enter into a Note for the purposes of obtaining products and services from specific vendors;

WHEREAS, The Lender desires to enter into a Note with the Borrower in order to assist the Borrower in its contemplated transactions;

NOW THEREFORE, the parties agree to the terms set forth below:

1. Payment Terms

1.1. Term . The term of the Note is for a period of Twelve (12) Months beginning March 3, 2015 and ending on March 2, 2017 (“Maturity”).

1.2 Extension. The Maturity shall be extended in writing in Twelve (12) Month increments upon the mutual agreement by the Parties on the same terms hereinafter set forth.

1.2. Interest. Simple interest shall be paid monthly at a rate of One Percent (1%) per month (12% per annum).

1.3. Repayment . The repayment of principal shall consist of a single balloon payment and shall consist of the balance of all unpaid principal, together with any due and unpaid interest.

1.4 Due Dates . The interest payments shall be due monthly in arrears on the first day of each month and the balloon payment consisting of the unpaid principal amount, together with any due and unpaid interest, shall be made on or before the Maturity.

1.5. Place for Payment . All payments (including prepayments) made hereunder shall be made by the Borrower without setoff or counterclaim, in United States Dollars and in immediately available funds at such address as Lender may designate from time to time.

1.6. Type of Payment . Any check, draft, money order, or other instrument given in payment of all or any portion hereof may be accepted by the Lender.

2. Prepayment

2.1. Prepayments . The Borrower may, in its discretion, make payments to the Principal Balance before the Due Date.

3. Default

3.1. Default . In the event that Borrower fails to comply with any duty hereunder, Borrower will be in default of the Note.

3.2. Cure Notice and Acceleration . In the event that Borrower defaults on the Note, and fails to cure the default within five business days, the Lender is entitled to accelerate the Note and declare the entire principal amount immediately due and payable. Lender’s forbearance in enforcing a right or remedy as set forth herein shall not be deemed a waiver of any right or remedy for a subsequent cause, breach or default of the Borrower's obligations herein.

4. Miscellaneous Terms and Conditions

4.1. Representations and Warrants . The Borrower hereby represents and warrants to the Lender that: (a) the Borrower has full power, authority, and legal right to execute and deliver, and to perform its obligations under this Note, and to authorize the execution and delivery of this Note and the performance of its obligations hereunder; (b) this Note constitutes a legal, valid and binding obligation of the Borrower enforceable in accordance with its terms; (c) the execution, delivery and performance of this Note, will not violate any provision of any law or regulation or of any judgment, order, decree, determination or award of any court, arbitrator or government authority, bureau or agency, or any securities issued by, the Borrower or of any mortgage, indenture, loan or security agreement, lease, contract or other agreement, instrument or undertaking to which the Borrower is a party or which purports to be binding upon it or any of its property or assets and will not result in the creation or imposition of any mortgage, pledge, hypothecation, assignment, security interest, lien, charge, encumbrance, priority, title retention or other preferential arrangement of any nature whatsoever on any of its property, assets or revenues pursuant to the provisions of any of the foregoing; (d) all consents of others, if any, required to the validity or enforceability of this Note have been unconditionally obtained or made and are in full force and effect; and (e) no litigation, arbitration, investigation, or administrative proceeding of or before any court, arbitrator or governmental authority, bureau or agency is currently pending or, to the knowledge of the Borrower, threatened (i) with respect to this Note or the transactions contemplated by this Note, or (ii) against or affecting the Borrower or any of its property or assets, which, if adversely determined, would have a material adverse effect on the financial condition of the Borrower, and Borrower agrees that if any such event as indicated in this section (e) occurs or is about to occur, Borrower will give the Lender written notice of such happening within 10 days of same.

4.2. Reasonable Requests . The parties agree to execute and deliver such further documents and to do such other acts and things as the Lender may reasonably request in order further to effect the purposes of this Note and the due performance by the Borrower of its obligations hereunder.

4.3. Waiver . No failure to exercise and no delay in exercising, on the part of the Lender, any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof, or the exercise of any other power or right. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

4.4. Binding Effect . The obligations and rights under this Note shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors, endorsees and assigns, except that the Borrower may not assign or transfer its obligations hereunder without the prior written consent of the Lender.

4.5. Modification . This Note may not be modified orally and shall be governed by, and construed and interpreted in accordance with, the law of the State of Arizona.

4.6. Severability . If any provision of this Note or the application thereof shall, for any reason and to any extent, be invalid or unenforceable, neither the remainder of this Note nor the application of the provision to other persons, entities or circumstances shall be affected thereby, but instead shall be enforced to the maximum extent permitted by law.

4.7. Entire Agreement . This Agreement is the full and final integration of the agreement of the parties with respect to the matters covered by it, and supersedes any prior understanding or agreements, oral or written, with respect thereto.

{Signature Page to Follow}

IN WITNESS WHEREOF, the undersigned have executed this Promissory Note as of the date first written above.

Lender:

Envision Growth Partners, LLC

/S/ Joshua L. Allred

Joshua L. Allred

Manager

Borrower:

BOLLENTE COMPANIES, INC.

/S/ Robertson J. Orr

Robertson J. Orr

Chairman

EXHIBIT 21.1

Subsidiaries of the Company

Bollente, Inc., a Nevada corporation

Bollente International, Inc., a Nevada corporation

EXHIBIT 31.1

CERTIFICATION

I, Robertson J. Orr, certify that:

1. I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of Bollente Companies Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 2, 2016

/s/ Robertson J. Orr

Robertson J. Orr

Principal Executive Officer and

Principal Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Bollente Companies Inc. (the “Company”) on Form 10-K/A (Amendment No.1) for the period ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robertson J. Orr, Principal Executive Officer and Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

	/s/ Robertson J. Orr
	Robertson J. Orr
	Principal Executive Officer and
	Principal Financial Officer
	November 2, 2016