Attached files
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| EX-3.I(D) - ARTICLES OF MERGER - Trutankless, Inc. | articlesofmerger.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
Form 8-K/ A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 16, 2011
BOLLENTE COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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000-54219
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26-2137574
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(State or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer Identification No.)
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Gainey Center II
8501 North Scottsdale Road, Suite 165
Scottsdale, Arizona
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85253-2740
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (480)-275-7572
Copies of Communications to:
Stoecklein Law Group
Emerald Plaza
402 West Broadway
Suite 690
San Diego, CA 92101
(619) 704-1310
Fax (619) 704-0556
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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*EXPLANATORY NOTE – Following the initial filing of this Form 8-K, the Registrant discovered that the EDGAR filer inadvertently filed the wrong exhibit in the Articles of Merger ex.3d(i). The Registrant is amending this Form 8-K to include the correct exhibit. No disclosure was changed as a result of this error .
Section 2 – Financial Information
Item 2.01 Completion of Acquisition or Disposition of Assets.
On May16, 2011, the Registrant completed the previously announced reverse triangular merger by and among Woodmans Lumber and Millworks Peru (“WOODMANS”), a Nevada corporation and wholly-owned subsidiary of the Registrant, and Bollente, Inc. (“BOLLENTE”), a Nevada corporation. Pursuant to the merger agreement WOODMANS ceased to exist and BOLLENTE became a wholly owned subsidiary of the Registrant. A copy of the Articles of Merger is filed as Exhibit 3i(d) to this Current Report.
Pursuant to the conditions to closing of the Merger, on May 16, 2011 the Registrant issued 4,707,727 shares of common stock in exchange for 100% of BOLLENTE’s issued and outstanding common stock.
As a result of the closing of the Merger, the Registrant’s main focus has been redirected to the operations of BOLLENTE. The Registrant now owns 100% of BOLLENTE, which is involved in researching and manufacturing a green technology centered on tankless water heater system for residential and commercial purposes. The company’s first product, branded as truTankless™, is a high quality, whole-house, electric tankless water heater that is more energy efficient than conventional products.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description
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3i(d)
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Articles of Merger – dated May 16, 2011.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
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BOLLENTE COMPANIES, INC.
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By: /S/ Robertson James Orr
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Robertson James Orr,
President and Chairman of the Board
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Date: May 17, 2011