UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the fiscal quarter ended June 30, 2023

 

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

 

FOR THE TRANSITION PERIOD FROM _____________ TO _____________

 

Commission File Number 000-56012

 

 reliant_10qimg1.jpg

(Exact name of registrant as specified in its charter)

 

Nevada

 

47-2200506

(State or other jurisdiction of

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

 

 

12343 Hymeadow DriveSuite 3-A AustinTexas

 

78750

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (512407-2623

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

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 ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes No ☒

 

State the number of shares of the issuer’s common stock outstanding, as of the latest practicable date: 16,785,000 shares of common stock are issued and outstanding as of October 6, 2023.

 

 

 

TABLE OF CONTENTS

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

3

 

 

 

PART I – FINANCIAL INFORMATION

 

4

 

 

 

 

Item 1.

Financial Statements

 

4

 

Consolidated Balance Sheets

 

4

 

Consolidated Statements of Operations

 

5

 

Consolidated Statements of Stockholders’ Equity (Deficit)

 

6

 

Consolidated Statements of Cash Flows

 

7

 

Notes to the Consolidated Financial Statements

 

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

17

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

24

Item 4.

Controls and Procedures

 

24

 

 

 

 

PART II – OTHER INFORMATION

 

26

 

 

 

 

Item 1.

Legal Proceedings

 

26

Item 1A.

Risk Factors.

 

26

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

27

Item 3.

Defaults Upon Senior Securities

 

27

Item 4.

Mine Safety Disclosures

 

27

Item 5.

Other Information

 

27

Item 6.

Exhibits

 

28

 

 
2

Table of Contents

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended and the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These factors include:

 

 

the need for additional funding;

 

the fact that we have filed periodic reports late in the past;

 

our lack of a significant operating history;

 

the fact that our sole officer and director has control over our voting stock;

 

the loss of key personnel or failure to attract, integrate and retain additional personnel;

 

corporate governance risks;

 

economic downturns;

 

the level of competition in our industry and our ability to compete;

 

our ability to respond to changes in our industry;

 

our ability to protect our intellectual property and not infringe on others’ intellectual property;

 

our ability to scale our business;

 

our ability to maintain supplier relationships;

 

our ability to obtain and retain customers;

 

our ability to execute our business strategy in a very competitive environment;

 

trends in and the market for recreational pools and services;

 

lack of insurance policies;

 

dependence on a small number of customers;

 

changes in laws and regulations;

 

the market for our common stock;

 

our ability to effectively manage our growth;

 

dilution to existing stockholders;

 

costs and expenses associated with being a public company;

 

client lawsuits, damages, judgments and settlements required to be paid in connection therewith and the effects thereof on our reputation;

 

health risks, economic slowdowns and recessions and other negative outcomes caused by COVID-19 and governmental responses thereto;

 

increased inflation, interest rates and supply constraints, and possible recessions caused thereby;

 

economic downturns both in the United States and globally;

 

strategic transactions in the future which may result in a material change in our operations, board of directors, management, and/or a change of control;

 

risk of increased regulation of our operations; and

 

other risk factors included and discussed under “Risk Factors” below.

 

You should read the matters described in “Risk Factors” and the other cautionary statements made in this Report, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

 

 
3

Table of Contents

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Reliant Holdings, Inc. and Subsidiaries

 

Consolidated Balance Sheets

 

(Unaudited)

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$14,336

 

 

$282,621

 

Accounts receivable, net

 

 

3,000

 

 

 

-

 

House and real estate inventory

 

 

432,201

 

 

 

339,074

 

Contract assets

 

 

1,681

 

 

 

30,571

 

Prepaid expenses

 

 

10,081

 

 

 

22,177

 

Other current assets

 

 

1,405

 

 

 

1,405

 

 

 

 

 

 

 

 

 

 

Total Current Assets

 

 

462,704

 

 

 

675,848

 

 

 

 

 

 

 

 

 

 

Equipment, net of accumulated depreciation of $77,275 and $69,484 as of

 

 

 

 

 

 

 

 

June 30, 2023 and December 31, 2022, respectively

 

 

35,088

 

 

 

42,878

 

Right-of-use asset

 

 

19,825

 

 

 

32,520

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$517,617

 

 

$751,246

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$29,492

 

 

$33,246

 

Accrued liabilities - related parties

 

 

53,500

 

 

 

48,000

 

Contract liabilities

 

 

84,950

 

 

 

336,373

 

Construction loan

 

 

215,912

 

 

 

186,404

 

Current portion of note payable

 

 

5,660

 

 

 

9,630

 

Current portion of right-of-use liability

 

 

20,027

 

 

 

25,940

 

 

 

 

 

 

 

 

 

 

Total Current Liabilities

 

 

409,541

 

 

 

639,593

 

 

 

 

 

 

 

 

 

 

Long-term note payable, net of current portion

 

 

-

 

 

 

2,864

 

Right-of-use liability

 

 

-

 

 

 

6,783

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

409,541

 

 

 

649,240

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Preferred stock, 5,000,000 shares authorized, $0.001 par value,

 

 

 

 

 

 

 

 

0 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

 

 

-

 

 

 

-

 

Preferred stock Series A, 1,000 shares authorized, $0.001 par value,

 

 

 

 

 

 

 

 

1,000 issued and outstanding as of June 30, 2023 and December 31, 2022 respectively

 

 

1

 

 

 

1

 

Common stock, 70,000,000 shares authorized, $0.001 par value,

 

 

 

 

 

 

 

 

16,785,000 and 16,385,000 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively

 

 

16,785

 

 

 

16,385

 

Additional paid-in capital

 

 

432,164

 

 

 

396,564

 

Accumulated deficit

 

 

(340,874)

 

 

(310,944)

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity

 

 

108,076

 

 

 

102,006

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$517,617

 

 

$751,246

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 
4

Table of Contents

 

Reliant Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

For the Three Months ended

 

 

For the Six Months ended

 

 

 

June 30

 

 

June 30

 

 

 

2023

 

 

2022

 

 

2023

 

 

2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$380,289

 

 

$1,046,820

 

 

$1,176,139

 

 

$2,078,104

 

Cost of goods sold

 

 

(210,116)

 

 

(729,525)

 

 

(728,972)

 

 

(1,548,109)

Gross margin

 

 

170,173

 

 

 

317,295

 

 

 

447,167

 

 

 

529,995

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

228,448

 

 

 

199,786

 

 

 

473,901

 

 

 

414,931

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

(228,448)

 

 

(199,786)

 

 

(473,901)

 

 

(414,931)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

(58,275)

 

 

117,509

 

 

 

(26,734

)

 

 

115,064

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

127

 

 

 

117

 

 

 

526

 

 

 

206

 

Interest expense

 

 

(3,065)

 

 

(1,186)

 

 

(3,722)

 

 

(1,659)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other (expense)

 

 

(2,938)

 

 

(1,069)

 

 

(3,196)

 

 

(1,453)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

(61,213)

 

 

116,440

 

 

 

(29,930

)

 

 

113,611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provision for income tax

 

 

1,314

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$(59,899)

 

$116,440

 

 

$(29,930

 

$113,611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share – basic and diluted

 

$(0.00)

 

$0.01

 

 

$(0.00)

 

$0.01

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

16,785,000

 

 

 

16,385,000

 

 

 

16,584,443

 

 

 

16,385,000

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 
5

Table of Contents

 

Reliant Holdings, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Equity (Deficit)

For the six months ended June 30, 2023 and 2022

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Additional

Paid in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Par Value

 

 

Shares

 

 

Par Value

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2022

 

 

1,000

 

 

$1

 

 

 

16,385,000

 

 

$16,385

 

 

$396,564

 

 

$(310,944)

 

$102,006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for services

 

 

-

 

 

 

-

 

 

 

400,000

 

 

 

400

 

 

 

35,600

 

 

 

-

 

 

 

36,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

29,969

 

 

 

29,969

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2023

 

 

1,000

 

 

 

1

 

 

 

16,785,000

 

 

 

16,785

 

 

 

432,164

 

 

 

(280,975)

 

 

167,795

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(59,899)

 

 

(59,899)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance June 30, 2023

 

 

1,000

 

 

$1

 

 

 

16,785,000

 

 

$16,785

 

 

$432,164

 

 

$(340,874)

 

$108,076

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2021

 

 

1,000

 

 

$1

 

 

 

16,385,000

 

 

$16,385

 

 

$396,564

 

 

$(644,820)

 

$(231,870)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,829)

 

 

(2,829)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2022

 

 

1,000

 

 

 

1

 

 

 

16,385,000

 

 

 

16,385

 

 

 

396,564

 

 

 

(647,649)

 

 

(234,699)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

116,440

 

 

 

116,440

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance June 30, 2022

 

 

1,000

 

 

$1

 

 

 

16,385,000

 

 

$16,385

 

 

$396,564

 

 

$(531,209)

 

$(118,259)

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 
6

Table of Contents

 

Reliant Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)

 

 

 

For the Six Months Ended

 

 

 

June 30

 

 

 

2023

 

 

2022

 

Operating Activities

 

 

 

 

 

 

Net income (loss)

 

$(29,930)

 

$113,611

 

Adjustments to reconcile net income (loss) to net

 

 

 

 

 

 

 

 

cash used in operating activities:

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

36,000

 

 

 

-

 

Depreciation

 

 

7,790

 

 

 

7,829

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(3,000)

 

 

-

 

Contract assets

 

 

28,890

 

 

 

(16,870)

House and real estate inventory

 

 

(93,127)

 

 

(139,275)

Prepaid and other current assets

 

 

12,096

 

 

 

(2,096)

Right-of-use asset

 

 

12,695

 

 

 

6,005

 

Contract liabilities

 

 

(251,423)

 

 

(68,507)

Accounts payable and accrued liabilities

 

 

(3,754)

 

 

(21,495)

Accrued liabilities – related parties

 

 

5,500

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

(278,263)

 

 

(120,798)

Financing Activities

 

 

 

 

 

 

 

 

Proceeds from construction loan

 

 

29,508

 

 

 

53,415

 

Payments on note payable

 

 

(6,834)

 

 

(10,127)

Payments on right-of-use liability

 

 

(12,696)

 

 

(5,938)

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

9,978

 

 

 

37,350

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

(268,285)

 

 

(83,448)

Cash - beginning of period

 

 

282,621

 

 

 

339,996

 

Cash - end of period

 

$14,336

 

 

$256,548

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

 

Interest paid

 

$3,722

 

 

$1,659

 

Income taxes paid

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Non-cash Disclosures

 

 

 

 

 

 

 

 

Purchase of equipment with note payable

 

$-

 

 

$-

 

Establishment of right-of-use asset

 

$-

 

 

$50,825

 

 

The accompanying notes are an integral part of these unaudited consolidated financial statements.

 

 
7

Table of Contents

 

Reliant Holdings, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

For the three and six months ended June 30, 2023 and 2022

 

Note 1. The Company and Summary of Significant Accounting Policies

 

The Company

 

Reliant Holdings, Inc. (the “Company”) was formed as a Nevada corporation on May 19, 2014. On May 23, 2014, Reliant Holdings, Inc., along with Reliant Pools, Inc., formerly Reliant Pools, G.P., which was formed in September 2013 (“Reliant Pools”) and the shareholders of Reliant Pools, entered into an Agreement for the Exchange of common stock whereby Reliant Pools, Inc. became a wholly-owned subsidiary of Reliant Holdings, Inc. Reliant Holdings, Inc. designs, and installs swimming pools. On October 10, 2018, the Company incorporated a new wholly-owned subsidiary in Texas, Reliant Custom Homes, Inc. During the third quarter of 2019, the Company purchased land on which it has built a custom home which is now for sale. The Company is headquartered in Austin, Texas. In September 2021, we formed Reliant Solar Energy, Inc., a wholly-owned Texas subsidiary.

 

Basis of Presentation

 

The financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

 

The consolidated financial statements and related disclosures as of June 30, 2023 are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, these unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited financial statements should be read in conjunction with the audited financial statements of the Company for the years ended December 31, 2022 and 2021 included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 10, 2023. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year ended December 31, 2023.

 

Going Concern

 

As shown in the accompanying consolidated financial statements, As of June 30, 2023, the Company had negative working capital, negative cash flows from operations, accumulated recurring losses, and $14,336 of cash on hand, which may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short-term operations. Management believes these factors will contribute toward achieving profitability.

 

The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP 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 revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

 

 
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Revenue Recognition

 

On January 1, 2018, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “new revenue standard”) to all contracts using the modified retrospective method. The adoption of the new revenue standard had no material impact on our condensed consolidated financial statements as it did not require a change in revenue recognition. As such, comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.     

 

Revenue is recognized based on the following five step model:

 

 

-

Identification of the contract with a customer

 

-

Identification of the performance obligations in the contract

 

-

Determination of the transaction price

 

-

Allocation of the transaction price to the performance obligations in the contract

 

-

Recognition of revenue when, or as, the Company satisfies a performance obligation

 

All of the Company’s revenue is currently generated from the design and installation of swimming pools. As such no further disaggregation of revenue information is provided.

 

Pool Sale Revenues

 

Performance Obligations

 

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct.

 

Performance Obligations Satisfied Over Time

 

Revenues for our contracts that satisfy the criteria for over-time recognition are recognized as the work progresses. The majority of our revenue is derived from construction contracts and projects that typically span between 4 to 12 months. Our construction contracts will continue to be recognized over time because of the continuous transfer of control to the customer as all of the work is performed at the customer’s site and, therefore, the customer controls the asset as it is being constructed.  Contract costs include labor, material, and indirect costs.

 

Performance Obligations Satisfied at a Point in Time

 

Revenues for our contracts that do not satisfy the criteria for over-time recognition are recognized at a point in time. Substantially all of our revenue recognized at a point in time is for work performed for pool maintenance or repairs.  Unlike our construction contracts that use a cost-to-cost input measure for performance, the pool maintenance or repairs utilize an output measure for performance based on the completion of a unit of work. The typical time frame for completion of these services is less than one month. Upon fulfillment of the performance obligation, the customer is provided an invoice (or equivalent) demonstrating transfer of control or completion of service to the customer. We believe that point in time recognition remains appropriate for these contracts and will continue to recognize revenues upon completion of the performance obligation and issuance of an invoice.

 

Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.

 

 
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Backlog

 

On June 30, 2023, we had approximately $1,151,416 of remaining performance obligations on our construction contracts, which we also refer to as backlog. We expect to recognize our backlog as revenue during 2023.

 

Contract Estimates

 

Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, we estimate the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract.

 

Contract estimates are based on various assumptions to project the outcome of future events. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors.

 

Variable Consideration

 

Transaction prices for our contracts may include variable consideration, which includes increases to transaction price for approved and unapproved change orders, claims and incentives, and reductions to transaction price for liquidated damages. Change orders, claims and incentives are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. We estimate variable consideration for a performance obligation at the most likely amount to which we expect to be entitled (or the most likely amount we expect to incur in the case of liquidated damages), utilizing estimation methods that best predict the amount of consideration to which we will be entitled (or will be incurred in the case of liquidated damages). We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or excluded from transaction price in the case of liquidated damages) are not resolved in our favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. No adjustments on any one contract were material to our consolidated financial statements for the three or six months ended June 30, 2023.

 

Contract Balances

 

The timing of revenue recognition, billings and cash collections results in billed accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) on the consolidated balance sheet. On our construction contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Generally, billing occurs prior to revenue recognition, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period.

 

Home sale revenues - Home sale revenues and related profit are generally recognized when title to and possession of the home are transferred to the buyer at the home closing date. Our performance obligation to deliver the agreed-upon home is generally satisfied at the home closing date. Home sale contract assets consist of cash from home closings held in escrow for our benefit, typically for less than five days, which are considered deposits in-transit and classified as cash. Contract liabilities, include customer deposit liabilities related to homes sold but not yet delivered to buyers, totaled $0 at June 30, 2023 and 2022, respectively, related to Home revenue. Substantially all of our home sales are scheduled to close and be recorded to revenue within one year from the date of receiving a customer deposit.

 

 
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Accounts Receivable and Allowances

 

The Company does not charge interest to its customers and carries its customers’ receivables at their face amounts, less an allowance for doubtful accounts. Included in accounts receivable are balances billed to customers pursuant to retainage provisions in certain contracts that are due upon completion of the contract and acceptance by the customer, or earlier as provided by the contract. Based on the Company’s experience in recent years, the majority of customer balances at each balance sheet date are collected within twelve months. As is common practice in the industry, the Company classifies all accounts receivable, including retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on those contracts may extend beyond one year.

 

The Company grants trade credit, on a non-collateralized basis (with the exception of lien rights against the property in certain cases), to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Company analyzes specific accounts receivable balances, historical bad debts, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In the event that a customer balance is deemed to be uncollectible, the account balance is written-off against the allowance for doubtful accounts.

 

Classification of Construction Contract-related Assets and Liabilities

 

Contract assets are presented as a current asset in the accompanying consolidated balance sheets, and contract liabilities are presented as a current liability in the accompanying consolidated balance sheets. The Company’s contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practices, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities. The vast majority of these balances are settled within one year.

 

Equipment

 

Equipment, consisting mainly of vehicles, is stated at cost. The Company depreciates the cost of equipment using the straight-line method over the estimated useful lives of the assets of 5-7 years for equipment. The estimated useful lives of the Company vehicles are five years. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. The cost of maintenance and repairs is charged to operations as incurred; significant renewal improvements are capitalized. During the six months ended June 30, 2023 and 2022, depreciation expense was $7,790 and 7,829, respectively.

 

Home and Real Estate Inventory

 

Inventory is stated at cost unless the carrying value is determined to not be recoverable, in which case the affected inventory is written down to fair value. Cost includes land acquisition, land development, and home construction costs, including interest, real estate taxes, and certain direct and indirect overhead costs related to development and construction. The specific identification method is used to accumulate home construction costs.

 

We capitalize interest cost into homebuilding inventories. Interest expense is allocated over the period based on the timing of home closings.

 

Cost of revenues includes the construction cost, average lot cost, estimated warranty costs, and closing costs applicable to the home. Sales commissions are classified within selling, general, and administrative expenses. The construction cost of the home includes amounts paid through the closing date of the home, plus an accrual for costs incurred but not yet paid.

 

 
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We assess the recoverability of our land inventory in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant, and Equipment.” We review our home and real estate inventory for indicators of impairment by property during each reporting period. If indicators of impairment are present for a property, generally, an undiscounted cash flow analysis is prepared in order to determine if the carrying value of the assets in that community exceeds the undiscounted cash flows. Generally, if the carrying value of the assets exceeds their estimated undiscounted cash flows, the assets are potentially impaired, requiring a fair value analysis. Our determination of fair value is primarily based on a discounted cash flow model which includes projections and estimates relating to sales prices, construction costs, sales pace, and other factors. However, fair value can be determined through other methods, such as appraisals, contractual purchase offers, and other third-party opinions of value. Changes in these expectations may lead to a change in the outcome of our impairment analysis, and actual results may also differ from our assumptions. For the six months ended June 30, 2023 and 2022, we recorded $0 of impairment charges.    

 

Earnings (Loss) Per Share

 

In accordance with accounting guidance now codified as ASC Topic 260, Earnings (Loss) per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. There were no dilutive shares outstanding during the six months ended June 30, 2023 and 2022.

 

Recent AccountinPronouncements

 

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

 

Reclassifications

 

Certain prior period amounts have been reclassified for consistency with the current period presentation.

 

Note 2. Accounts Receivable

 

Accounts receivable consisted of the following:

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Contract receivables

 

$6,000

 

 

$3,000

 

Less: Allowance for doubtful accounts

 

 

(3,000)

 

 

(3,000)

Accounts receivable, net

 

$3,000

 

 

$-

 

 

The Company recognized no bad debt expense during the six months ended June 30, 2023 and 2022, respectively.

 

Note 3. Contracts in Process

 

The net asset (liability) position for contracts in process consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Costs on uncompleted contracts

 

$260,174

 

 

$1,185,212

 

Estimated earnings

 

 

62,793

 

 

 

416,426

 

 

 

 

322,967

 

 

 

1,601,638

 

Less: Progress billings

 

 

406,236

 

 

 

1,907,440

 

Contract liabilities, net

 

$(83,269)

 

$(305,802)

 

 
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The net asset (liability) position for contracts in process is included in the accompanying consolidated balance sheets as follows:

 

 

 

June 30,

2023

 

 

December 31,

2022

 

Costs and estimated earnings in excess of billings on uncompleted contracts (contract assets)

 

$1,681

 

 

$30,571

 

Billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities)

 

 

(84,950)

 

 

(336,373)

Contract liabilities, net

 

$(83,269)

 

$(305,802)

 

Note 4. Concentration of Risk

 

The Company had gross revenue of $1,176,139 and $2,078,104 for the six months ended June 30, 2023 and 2022, respectively.  There were 5 customers representing more than 10% of gross revenue for the six months ended June 30, 2023, representing 67% of total revenue. There were no customers representing more than 10% of gross revenue for the six months ended June 30, 2022. 

 

Note 5. Related Party Transactions

 

The Company accrued bonus compensation related to services performed in the construction of the custom home to Michael Chavez, a greater than 10% shareholder of the Company, as a consultant to the Company, in the amount totaling $18,000 and $18,000, for the six months ended June 30, 2023 and 2022, respectively. In addition, during the three months ended June 30, 2023, the Company paid $50,000 of the accrued bonus compensation to Mr. Chavez. As of June 30, 2023, the Company has accrued a total of $16,000 in accrued bonus compensation.

 

The Company accrued $37,500 in commission expenses to its CEO and sole board member, Mr. May, for services performed during the six months ended June 30, 2023. As of June 30, 2023, the Company has accrued a total of $37,500 in accrued commission compensation.

 

Note 6. Equity

 

Preferred Shares

 

On June 15, 2021, the Company issued 1,000 shares of Series A Preferred Stock to Elijah May, the Company’s Chief Executive Officer and sole director in consideration for services rendered and to be rendered to the Company. Such shares of Series A Preferred Stock vote in aggregate fifty-one percent (51%) of the total vote on all shareholder matters, voting separately as a class. Notwithstanding such voting rights, no change in control of the Company was deemed to have occurred in connection with the issuance since Mr. May controlled the vote of 59.1% of the Company’s outstanding common stock at the time of the issuance of the Series A Preferred Stock and therefore controlled the Company prior to such issuance. The holder of the Series A Preferred Stock is not entitled to receive dividends, has no liquidation preference and no conversion rights. With the unanimous consent or approval of the board members, the Company has the option at its sole discretion to redeem any and all outstanding shares of Series A Preferred Stock for $1.00 per share.

 

 
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Common Shares

 

From January 2016 to September 2016, the Company sold 885,000 shares of restricted common stock for $44,250, or $0.05 per share in a private offering pursuant to a private placement memorandum. Purchasers in the offering included Lilia Chavez, the mother of Michael Chavez, the Company’s then President and then sole director (10,000 shares for $500), Alexander Spohn, the adult son of Becky Spohn, the Company’s then Controller (5,000 shares for $250), and Phyllis Laws, the mother of Becky Spohn, the Company’s then Controller (5,000 shares for $250).

 

In September 2016, the Company discovered that the investors in the January 2016 to September 2016 offering may not have been provided all of the information and materials (including current audited financial statements), as is required under the Securities Act of 1933, as amended (the “Securities Act”) in order to claim an exemption from registration pursuant to Rule 506(b) of the Securities Act. The Company believes that all such transactions still complied with, and were exempt from registration under Section 4(a)(2) of the Securities Act because the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof; the securities were offered without any general solicitation by the Company or the Company’s representatives; no underwriters or agents were involved in the foregoing issuances and the Company paid no underwriting discounts or commissions; the securities sold are subject to transfer restrictions, and the certificates evidencing the securities (or book entry issuances) contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom; and the securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

 

Nevertheless, based on the above, the Company offered the January 2016 to September 2016 purchasers of the Company’s common stock the right to rescind their previous common stock acquisitions and receive, in exchange for any shares relinquished to the Company, a payment equal to their original purchase price plus interest at the applicable statutory rate in the state in which they reside. The rescission offer expired at 5:00 pm (CST) on October 26, 2016. None of the prior purchasers opted to rescind their prior purchases in connection with the rescission offer.

 

During the first quarter of fiscal 2017, the Company learned that in 2009, Michael Chavez, the former President and former sole director, was barred from association with any Financial Industry Regulatory Authority, Inc. (FINRA) member in any capability. Mr. Chavez similarly became aware of the FINRA bar at the same time. Pursuant to Rule 506(d), Rule 506 of the Securities Act, is not available for a sale of securities if among other persons, any director or executive officer of an issuer has been subject to certain disqualifying events after September 23, 2013, including suspension or expulsion from membership in a self-regulatory organization (SRO), such as FINRA. However, in the event the disqualifying event occurred prior to September 23, 2013, the issuer is not prohibited from relying on Rule 506, provided that pursuant to Rule 506(e) of the Securities Act, an issuer is required to furnish to each purchaser, a reasonable time prior to sale, a description in writing of any matters that would have triggered disqualification under Rule 506(d)(1), but occurred before September 23, 2013.

 

As Mr. Chavez’s FINRA bar constituted a disqualifying event under Rule 506(d), the Company was required to furnish to each purchaser of shares of the Company, a reasonable time prior to sale, a description in writing of such event. The Company did not do that, because as described above, the Company and Mr. Chavez only became aware of the FINRA bar after the close of the offering. Notwithstanding the fact that the Company was not aware of Mr. Chavez’s FINRA bar, the Company determined that the failure to provide such information may prohibit the Company from relying on a Rule 506 exemption for the prior issuances and sales of shares. The Company believes that all such transactions still complied with, and were exempt from registration under Section 4(a)(2) of the Securities Act, because the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof; the securities were offered without any general solicitation by us or the Company’s representatives; no underwriters or agents were involved in the foregoing issuances and the Company paid no underwriting discounts or commissions, the securities sold/issued were subject to transfer restrictions, and the certificates evidencing the securities (or book entry issuances) contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom; and the securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

 

 
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Nevertheless, management determined that the Company would offer rescission to all of its stockholders in April 2017. In connection therewith, in April 2017, the Company offered every stockholder of the Company’s common stock the right to rescind their previous purchases and acquisitions and to receive, in exchange for any shares relinquished to us, a payment equal to their original purchase price or consideration provided, plus interest at the applicable statutory rate in the state in which they reside. The rescission offer expired at 5:00 pm (CST) on April 29, 2017. None of the Company’s stockholders opted to rescind their prior purchase/acquisitions in connection with the rescission offer.

 

The federal securities laws and certain state securities laws do not expressly provide that a rescission offer will terminate a purchaser’s right to rescind a sale of securities that was not registered under the relevant securities laws as required. Accordingly, the Company may continue to be potentially liable under certain securities laws for the offer and sale of the shares sold and issued between May 2014 and September 2016, totaling $57,950 of securities in aggregate, along with statutory interest on such shares, even after the Company completed the rescission offers.

 

This amount is recorded in equity in the accompanying balance sheets. This will be evaluated at each reporting period for reclassification to a liability if a rescission request is made.

 

Effective on November 3, 2017, Michael Chavez, the Company’s former sole director, Chief Executive Officer and President of the Company, entered into a Voting Agreement with Elijah May, the Company’s then Chief Operating Officer (COO), and current sole director, Chief Executive Officer and President as well as the Company’s COO (the “Voting Agreement”), resulting in a change in control of the Company.

 

Pursuant to the Voting Agreement, Mr. Chavez provided complete authority to Mr. May to vote the 4,000,000 shares of common stock which Mr. Chavez then held (and any other securities of the Company obtained by Mr. Chavez in the future) at any and all meetings of stockholders of the Company and via any written consents. Those 4,000,000 shares represented 27.4% of the Company’s common stock as of the parties’ entry into the Voting Agreement and together with the 4,500,000 shares held by Mr. May prior to the parties’ entry into the Voting Agreement, constituted 58.3% of the Company’s total outstanding shares of common stock. The Voting Agreement has a term of ten years, through November 3, 2027, but can be terminated at any time by Mr. May and terminates automatically upon the death of Mr. May. In connection with his entry into the Voting Agreement, Mr. Chavez provided Mr. May an irrevocable voting proxy to vote the shares covered by the Voting Agreement. Additionally, during the term of such agreement, Mr. Chavez agreed not to transfer the shares covered by the Voting Agreement except pursuant to certain limited exceptions. Due to the Voting Agreement, Mr. May held voting control over the Company due to his ability to vote 58.3% of the Company’s total outstanding shares of voting stock as of the date of the Voting Agreement.

 

During the six months ended June 30, 2023, the Company issued 400,000 shares of restricted common stock to an employee of the Company for services rendered with a fair value of $36,000.

 

Note 7. Leases

 

The Company leases approximately 1,000 square feet of office space in Austin, Texas. On March 28, 2022, the Company entered into a new lease agreement for the office space, which has a term of 24 months, through March 31, 2024, and a monthly rental cost of $1,515 for the period from April 1, 2022 to March 31, 2023 and $1,560 per month from April 1, 2023 to March 31, 2024, together with costs and expenses of approximately $725 per month for 2022. The real property lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

 

 
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The components of lease expense were as follows:

 

 

 

For the Six

 

 

 

Months Ended

 

 

 

June 30,

 

 

 

2023

 

 

2022

 

Right of Use (ROU) Operating lease cost:

 

 

 

 

 

 

Amortization of assets

 

 

12,695

 

 

 

6,006

 

Interest on lease liabilities

 

 

880

 

 

 

782

 

Total net lease cost

 

$13,575

 

 

$6,788

 

 

Supplemental balance sheet information related to leases was as follows:

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Operating lease:

 

 

 

 

 

 

ROU Real Estate Asset

 

$50,825

 

 

$50,825

 

Accumulated amortization

 

 

(31,000 )

 

 

(18,305 )

Right of Use, net

 

$19,825

 

 

$32,520

 

 

 

 

 

 

 

 

 

 

Current portion of lease liabilities

 

$20,027

 

 

$25,940

 

Noncurrent lease liabilities

 

 

-

 

 

 

6,783

 

Total lease liabilities

 

$20,027

 

 

$32,723

 

 

 

 

 

 

 

 

 

 

Weighted average remaining lease term:

 

 

 

 

 

 

 

 

Operating leases

 

0.75 years

 

 

1.25 years

 

 

 

 

 

 

 

 

 

 

Weighted average discount rate:

 

 

 

 

 

 

 

 

Operating lease

 

 

6.40%

 

 

6.40%

 

Note 8. Note Payable

 

 

 

June 30, 2023

 

 

December 31, 2022

 

Term note with a bank secured by car, payable in monthly installments of $660, including interest at 3.99% through February 27, 2025

 

$5,660

 

 

$10,494

 

 

 

 

 

 

 

 

 

 

Term note with a bank secured by car, payable in monthly installments of $1,000, including interest at 6.54% through May 26, 2027

 

 

-

 

 

 

2,000

 

 

 

 

 

 

 

 

 

 

Total long-term debt

 

 

5,660

 

 

 

12,494

 

Less: current portion

 

 

(5,660

)

 

 

(9,630

)

Long-term debt net of current portion

 

$-

 

 

$2,864

 

 

Note 9. Construction Loan

 

Effective on November 1, 2021, the Company’s wholly–owned subsidiary, Reliant Custom Homes, Inc., entered into an Extension of Real Estate Note and Lien with First United Bank and Trust Co. (“First United”), pursuant to which First United agreed to extend the due date of our $221,000 borrowing facility in connection with the construction loan on our custom home, the construction of which has been completed, from October 28, 2021 to April 28, 2022. Effective on April 26, 2022, Reliant Custom Homes, Inc., entered into another Extension of Real Estate Note and Lien with First United pursuant to which First United agreed to extend the due date to October 28, 2022, and effective on October 28, 2022, Reliant Custom Homes, Inc., entered into another Extension of Real Estate Note and Lien with First United pursuant to which First United agreed to extend the due date to April 28, 2023. Effective May 1, 2023, Reliant Custom Homes, Inc., entered into another Extension of Real Estate Note and Lien with First United pursuant to which First United agreed to extend the due date to October 28, 2023. Amounts borrowed under the loan bear interest at the rate of 6.25%, are secured by the land on which the Company has built a custom home, and are guaranteed by Reliant Pools, Inc., our wholly-owned subsidiary. As of June 30, 2023, the Company had borrowed $215,912 against the loan.

 

 

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

 

Introduction

 

You should read the matters described in “Risk Factors” and the other cautionary statements made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

 

This information should be read in conjunction with the interim unaudited financial statements and the notes thereto included in this Quarterly Report on Form 10-Q, and the audited financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on April 10, 2023 (the “Annual Report”).

 

Certain capitalized terms used below and otherwise defined below, have the meanings given to such terms in the footnotes to our consolidated financial statements included above under “Part I - Financial Information” – “Item 1. Financial Statements”.

 

In this Quarterly Report on Form 10-Q, we may rely on and refer to information regarding the industries in which we operate in general from market research reports, analyst reports and other publicly available information. Although we believe that this information is reliable, we cannot guarantee the accuracy and completeness of this information, we have not independently verified any of it, and we have not commissioned any such information.

 

Unless the context requires otherwise, references to the “Company,” “we,” “us,” “our,” “Reliant”, “Reliant Holdings” and “Reliant Holdings, Inc.” refer specifically to Reliant Holdings, Inc. and its consolidated subsidiaries.

 

In addition, unless the context otherwise requires and for the purposes of this Report only:

 

 

Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

 

SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and

 

Securities Act” refers to the Securities Act of 1933, as amended.

 

Where You Can Find Other Information

 

We file annual, quarterly, and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC like us at http://www.sec.gov (our filings can be found at https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001682265). Copies of documents filed by us with the SEC are also available from us without charge, upon oral or written request to our Secretary, who can be contacted at the address and telephone number set forth on the cover page of this Report. Our website address is https://www.reliantholdingsinc.com. The information on, or that may be accessed through, our website is not incorporated by reference into this Report and should not be considered a part of this Report.

 

Summary of The Information Contained in Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 
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Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the accompanying consolidated financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash flows. MD&A is organized as follows:

 

Overview. Summary of our operations.

 

Plan of Operations. A description of our plan of operations for the next 12 months including required funding.

 

Results of Operations. An analysis of our financial results comparing the three and six months ended June 30, 2023 and 2022.

 

Liquidity and Capital Resources. An analysis of changes in our consolidated balance sheets and cash flows and discussion of our financial condition.

 

Critical Accounting Policies and Estimates. Accounting estimates that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts.

 

Overview

 

Corporate Information

 

Our principal executive offices are located at 12343 Hymeadow Drive, Suite 3-A, Austin, Texas 78750, and our telephone number is (512) 407-2623.

 

Summary Description of Business Operations

 

Residential Pools

 

We, through our wholly-owned subsidiary Reliant Pools (which has been in operation since September 2013), are an award winning, custom, swimming pool construction company located in the greater Austin, Texas market. We assist customers with the design of, and then construct, recreational pools which blend in with the surroundings, geometric pools which complement the home’s architecture and water features (e.g., waterfalls and negative edge pools) which provide the relaxing sounds of moving water. Moving forward, we may expand our custom pool construction operations locally and regionally, and nationally.

 

To date, the majority of our growth has been through referral business. We offer a wide variety of pool projects based upon price and the desires of the client. When our sales personnel meet with a prospective customer, we provide them with an array of projects from the basic pool building to more high-end projects that may include waterfalls, mason work, backyard lighting and in-ground spas to highlight the outdoor living experience.

 

Custom Homes

 

On October 10, 2018, the Company incorporated a new wholly-owned subsidiary in Texas, Reliant Custom Homes, Inc. and is attempting to expand its operations in the Austin, Texas area as a custom home builder. To date, the Company purchased land located in Lago Vista, Texas, in the Texas Hill Country, outside of Austin, Texas, on which it has finished construction of an approximately 2,230 square foot home which it is currently marketing for sale. In April 2020, the Company obtained a construction loan for $221,000 for the construction costs associated with the build, of which $215,912 was outstanding as of June 30, 2023, which funds were used for building materials purchases. The loan was renewed on May 1, 2023 and has been extended through October 28, 2023.

 

The Company has listed the custom home for sale and is marketing the home, with a current offering price of approximately $609,000.

 

Moving forward, funding permitting, and pending the sale of our first custom home, we hope to purchase additional lots and construct additional custom homes in the future.

 

 
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Plan of Operations

 

We had working capital of $53,163 as of June 30, 2023. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we don’t currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company for the next 12 months. We may, however, require additional funding in the future to expand or complete acquisitions. Our plan for the next twelve months is to continue using the same marketing and management strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations organically or through acquisitions as funding and opportunities arise, and, as discussed above, we have also purchased a homesite on which we have constructed a custom home, which we are in the process of selling. As our business continues to grow, customer feedback will be integral in making small adjustments to improve the product and overall customer experience. We plan to raise additional required funding when required through the sale of debt or equity, which may not be available on favorable terms, if at all, and may, if sold, cause significant dilution to existing stockholders. If we are unable to access additional capital moving forward, it may hurt our ability to grow and to generate future revenues.

 

Separately, management is exploring, and we may enter into, strategic transactions in the future which may result in a material change in our operations and/or a change of control. The costs and expenses of our public reporting obligations are material, and materially affect our quarterly results of operations and profitability. In the future, we or our majority stockholders (including Elijah May, our sole officer and director and Michael Chavez, a significant shareholder of the Company), may enter into transactions with parties seeking to merge and/or acquire us and/or our operations. While we have not entered into any agreements or understandings with any such parties to date, in the event that we do enter into such a transaction or transactions in the future, our majority stockholders will likely change and new shares of common stock or preferred stock could be issued resulting in substantial dilution to our then current stockholders. As a result, our new majority stockholders may change the composition of our Board of Directors (currently consisting solely of Mr. May) and replace our current management. Any future transaction may also result in a change in our business focus. We have not entered into any definitive agreements relating to any strategic transaction involving the Company as of the date of this filing and may not enter into such agreements in the future. Any future strategic transaction involving the Company or its operations may have a material effect on our operations, cash flows, results of operations, prospects, plan of operations, the quotation of our common stock on the OTCQB Market, our officers, directors and majority stockholders, and ultimately the value of our securities.

 

Results of Operations

 

For the Three months Ended June 30, 2023, compared to the Three months Ended June 30, 2022

 

We had revenue of $380,289 for the three months ended June 30, 2023, compared to revenue of $1,046,820 for the three months ended June 30, 2022, a decrease of $666,531 or 63.7% from the prior period. We recognize revenue based on the percentage that a job is complete rather than upon completion. As such, total revenue recognized for each period may be different than the product of total completed pools during each period multiplied by the average pool contract price of each pool during such period, as the construction of certain pools may have started in one period and ended in another. Revenue decreased during the current period due to a decrease in pools completed in the current period resulting from a downturn in the demand for in ground swimming pools after the increasing interest rates and the increasing costs making pools un-affordable for most residents in the Company’s operating area.

 

We had cost of goods sold of $210,116 for the three months ended June 30, 2023, compared to cost of goods sold of $729,525 for the three months ended June 30, 2022, a decrease of $519,409 or 71.2% from the prior period.

 

 
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Cost of goods sold decreased mainly due to, the reduction in the number of pools being built. The timing of our cost of goods sold is materially impacted based on the overall scope and timing of the projects we are working on. In general, costs of goods sold for the three months ended June 30, 2023, were lower than for the three months ended June 30, 2022, due to a decrease in the number of pools we were building. The expenses making up cost of goods sold for the three months ended June 30, 2023, compared to the three months ended June 30, 2022, were as follows:

 

Cost of Goods Sold Expense

 

For the Three Months Ended June 30, 2023

 

 

For the Three Months Ended June 30, 2022

 

 

Increase / (Decrease)  

 

 

Percentage Change 

 

Cost of decking

 

$18,449

 

 

$71,506

 

 

$(53,057)

 

 

(74.2)%

Plaster used in the construction of pools

 

 

36,468

 

 

 

34,925

 

 

 

1,543

 

 

4.4 

%

Gunite used in the construction of pools

 

 

13,920

 

 

 

65,870

 

 

 

(51,950)

 

 

(78.9)%

Pool equipment used to filter and circulate the water used in our pools

 

 

21,424

 

 

 

95,810

 

 

 

(74,386)

 

 

(77.6)%

Masonry, stone and tile installed in and around our pools and coping expenses associated therewith

 

 

29,755

 

 

 

79,950

 

 

 

(50,195)

 

 

(62.8)%

Excavation and steel expenses

 

 

480

 

 

 

98,610

 

 

 

(98,130)

 

 

(99.5)%

Other, including labor

 

 

89,620

 

 

 

282,854

 

 

 

(193,234)

 

 

(68.3)%

Total

 

$210,116

 

 

$729,525

 

 

$(519,409)

 

 

(71.2)%

  

Cost of goods sold represents our pool construction costs, including raw materials, outsourced labor, installed equipment, tile and coping expenses, excavation costs and permit expenses. We anticipate our cost of goods sold increasing in approximate proportion to increases in revenue and decreasing in approximate proportion to decreases in revenue, moving forward, as our cost of goods sold are factored into the price we charge for our pools and represent the cost of pool construction, the majority of which is not fixed and varies depending on the total number of pools and construction projects we complete during each period and the size and complexity of such projects.

 

We had a gross margin of $170,173 for the three months ended June 30, 2023, compared to a gross margin of $317,295 for the three months ended June 30, 2022, a decrease of $147,122 or 46.4% from the prior period due to the reasons described above. Gross margin as a percentage of revenue was 44.7% and 30.3% for the three months ended June 30, 2023, and 2022, respectively. Gross margin as a percentage of revenue increased due to the ability to pass increased costs on to the customers combined with a slight decrease in average cost of our pools.

 

We had operating expenses consisting solely of general and administrative expenses of $228,448 for the three months ended June 30, 2023, compared to operating expenses consisting solely of general and administrative expenses of $199,786 for the three months ended June 30, 2022 (including $36,000 of stock-based expenses described below under “Liquidity and Capital Resources”). Operating expenses increased by $28,662 or 14.3% from the prior period mainly due to increased professional and commission fees.

 

 
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We had interest income of $127 for the three months ended June 30, 2023, compared to interest income of $117 for the three months ended June 30, 2022. Interest income was in connection with interest generated by funds the Company maintained in its savings account.

 

We had interest expense of $3,065 for the three months ended June 30, 2023, compared to interest expense of $1,186 for the three months ended June 30, 2022, due to interest paid in connection with loans for Company vehicles, including a car used by our Chief Executive Officer and amounts outstanding on our construction loan, each as described in greater detail under “Liquidity and Capital Resources” below.

 

We had a $1,314 benefit from taxes for the three months ended June 30, 2023, compared to $0 for the three months ended June 30, 2022.

 

We had net loss of $59,899 for the three months ended June 30, 2023, compared to net income of $116,440 for the three months ended June 30, 2022, a decrease in net income of $176,339 or 151.4%, mainly due to the $666,531 decrease in revenues, offset by the $519,409 decrease in cost of goods sold, each as described above.

 

For the Six months Ended June 30, 2023, compared to the Six months Ended June 30, 2022

 

We had revenue of $1,176,139 for the six months ended June 30, 2023, compared to revenue of $2,078,104 for the six months ended June 30, 2022, a decrease of $901,965 or 43.4% from the prior period. We recognize revenue based on the percentage that a job is complete rather than upon completion. As such, total revenue recognized for each period may be different than the product of total completed pools during each period multiplied by the average pool contract price of each pool during such period, as the construction of certain pools may have started in one period and ended in another. Revenue decreased during the current period due to a decrease in pools completed in the current period resulting from a downturn in the demand for in ground swimming pools after the increasing interest rates and the increasing costs making pools un-affordable for most residents in the Company’s operating area.

 

We had cost of goods sold of $728,972 for the six months ended June 30, 2023, compared to cost of goods sold of $1,548,109 for the six months ended June 30, 2022, a decrease of $819,137 or 52.9% from the prior period.

 

Cost of goods sold decreased mainly due to the reduction in the number of pools being built. The timing of our cost of goods sold is materially impacted based on the overall scope and timing of the projects we are working on. In general, costs of goods sold for the six months ended June 30, 2023, were lower than for the six months ended June 30, 2022, due to a decrease in the number of pools we were building. The expenses making up cost of goods sold for the six months ended June 30, 2023, compared to the six months ended June 30, 2022, were as follows:

 

Cost of Goods Sold Expense

 

For the Six Months Ended June 30, 2023

 

 

For the Six Months Ended June 30, 2022

 

 

Increase / (Decrease) 

 

 

Percentage Change 

 

Cost of decking

 

$82,401

 

 

$175,514

 

 

$(93,113)

 

 

(53.1)%

Plaster used in the construction of pools

 

 

102,163

 

 

 

73,256

 

 

 

28,907

 

 

39.5

%

Gunite used in the construction of pools

 

 

44,360

 

 

 

155,039

 

 

 

(110,679)

 

 

(71.4)%

Pool equipment used to filter and circulate the water used in our pools

 

 

107,814

 

 

 

232,608

 

 

 

(124,794)

 

 

(53.6)%

Masonry, stone and tile installed in and around our pools and coping expenses associated therewith

 

 

85,899

 

 

 

259,682

 

 

 

(173,783)

 

 

(66.9)%

Excavation and steel expenses

 

 

45,295

 

 

 

189,653

 

 

 

(144,358)

 

 

(76.1)%

Other, including labor

 

 

261,040

 

 

 

462,357

 

 

 

(201,317)

 

 

(43.5)%

Total

 

$728,972

 

 

$1,548,109

 

 

$(819,137)

 

 

(52.9)%

 

 
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Cost of goods sold represents our pool construction costs, including raw materials, outsourced labor, installed equipment, tile and coping expenses, excavation costs and permit expenses. We anticipate our cost of goods sold increasing in approximate proportion to increases in revenue and decreasing in approximate proportion to decreases in revenue, moving forward, as our cost of goods sold are factored into the price we charge for our pools and represent the cost of pool construction, the majority of which is not fixed and varies depending on the total number of pools and construction projects we complete during each period and the size and complexity of such projects.

 

We had a gross margin of $447,167 for the six months ended June 30, 2023, compared to a gross margin of $529,995 for the six months ended June 30, 2022, a decrease of $82,828 or 15.6% from the prior period due to the reasons described above. Gross margin as a percentage of revenue was 38.0% and 25.5% for the six months ended June 30, 2023, and 2022, respectively. Gross margin as a percentage of revenue increased due to the ability to pass increased costs on to the customers combined with a slight decrease in average cost of our pools.

 

We had operating expenses consisting solely of general and administrative expenses of $473,901 for the six months ended June 30, 2023, compared to operating expenses consisting solely of general and administrative expenses of $414,931 for the six months ended June 30, 2022 (including $36,000 of stock-based expenses described below under “Liquidity and Capital Resources”). Operating expenses increased by $58,970 or 14.2% from the prior period mainly due to increased profession fees and stock-based compensation, offset by a reduction in marketing expenses.

 

We had interest income of $526 for the six months ended June 30, 2023, compared to interest income of $206 for the six months ended June 30, 2022. Interest income was in connection with interest generated by funds the Company maintained in its savings account.

 

We had interest expense of $3,722 for the six months ended June 30, 2023, compared to interest expense of $1,659 for the six months ended June 30, 2022, due to interest paid in connection with loans for Company vehicles, including a car used by our Chief Executive Officer and amounts outstanding on our construction loan, each as described in greater detail under “Liquidity and Capital Resources” below.

 

We had a $0 provision for taxes for the six months ended June 30, 2023, compared to $0 for the six months ended June 30, 2022.

 

We had net loss of $29,930 for the six months ended June 30, 2023, compared to net income of $113,611 for the six months ended June 30, 2022, a decrease in net income of $143,541 or 126.3%, mainly due to the $901,965 decrease in revenue and the $58,970 increase in general and administrative expenses, offset by the $819,137 decrease in cost of goods sold, each as described above.

 

 
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Liquidity and Capital Resources

 

We had total assets of $517,617 as of June 30, 2023, consisting of total current assets of $462,704, which included cash of $14,336, house and real estate inventory of $432,201, contract assets of $1,681, prepaid expenses of $10,081 and other current assets of $1,405, and equipment, net of accumulated depreciation, of $35,088 and right-of-use asset of $19,825. Included in real estate inventory as of June 30, 2023, is the value of the land and construction costs incurred to date, which the Company acquired in the third quarter of 2019, and is currently marketing the completed home, as discussed above. Contract assets include estimated earnings in excess of billings on uncompleted contracts. Equipment relates to the vehicle discussed below. Total cash decreased from $282,621 as of December 31, 2022, to $14,336 as of June 30, 2023, due to funding of operations with cash on hand while the Company continues to generate additional pool contracts.

 

We had total liabilities of $409,541 as of June 30, 2023, all of which are current liabilities, including accounts payable and accrued liabilities of $29,492, related party accrued liabilities of $53,500, contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted jobs of $84,950, current portion of note payable of $5,660, construction loan of $215,912, and current portion of right-of-use liability of $20,027.

 

The Company accrued bonus compensation to Michael Chavez related to service performed in the construction of the custom home, a greater than 10% shareholder of the Company, as a consultant to the Company, in the amount totaling $18,000 and $18,000, for the six months ended June 30, 2023 and 2022, respectively. In addition, during the three months ended June 30, 2023, the Company paid $50,000 of the accrued bonus compensation to Mr. Chavez. As of June 30, 2023, the Company has accrued a total of $16,000 in accrued bonus compensation, which is included in accrued liabilities related parties on the Company’s balance sheet.

 

The Company accrued $37,500 in commission expenses to its CEO and sole board member, Mr. May, for services performed during the six months ended June 30, 2023. As of June 30, 2023, the Company has accrued a total of $37,500 in accrued commission compensation.

 

On February 11, 2020, we purchased a Hyundai Genesis G80. The Vehicle had a total purchase price of $50,616, including $11,000 which was paid as a down payment in cash. We entered into a term note, secured by the vehicle, for the remaining amount of the purchase price, which amount accrues interest at the rate of 3.99% per annum and is payable at the rate of $660 per month through maturity on February 27, 2025.

 

On October 26, 2021, we purchased a Nissan Rogue for use by Mr. May. The vehicle had a total purchase price of $29,931, including $10,000 which was paid as a down payment in cash. We entered into a term note, secured by the vehicle, for the remaining amount of the purchase price, which amount accrues interest at the rate of 6.54% per annum and is payable at the rate of $336 per month through maturity on May 26, 2027.

 

On April 28, 2020, the Company secured a construction loan from First United Bank and Trust Company to be used to develop the land purchased in the third quarter of 2019. The loan is in the amount of $221,000, bears interest at the rate of 6.25% per annum and is currently due on October 28, 2023. As of June 30, 2023, a total of $215,912 was outstanding on the loan.

 

We had working capital of $53,163 as of June 30, 2023, compared to working capital of $36,255 as of December 31, 2022. Working capital increased as of June 30, 2023, compared to December 31, 2022, due to the reduction in net contract liabilities. We had cash of $14,336 as of June 30, 2023, compared to cash of $282,621 as of December 31, 2022.

 

 
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We had $278,263 of net cash used in operating activities for the six months ended June 30, 2023, as compared to $120,798 of net cash used in operating activities for the six months ended June 30, 2022. Net cash used in operating activities for the 2023 period was mainly due to $36,000 of stock-based compensation, $29,930 of net loss, increase of $93,127 in house and real estate inventory, a decrease of $251,423 in contract liabilities, $3,754 of decrease in accounts payable and accrued liabilities, and $5,500 of increase in accrued liabilities from related parties. Stock based compensation includes the issuance, on January 27, 2023, of 400,000 shares of restricted common stock to Joel Hefner, the Vice President of Reliant Pools, a non-executive officer position in consideration for hitting sales targets for fiscal 2021 and 2022. The shares were valued at $0.09 per share, the closing price of the Company’s stock on January 2, 2023.

 

We had $9,978 of net cash provided by financing activities for the six months ended June 30, 2023, which was mainly due to $29,508 of proceeds from our construction loan offset by $6,834 of payments on the notes payable related to our vehicle loans and $12,696 of payments on right-of-use liability, as compared to $37,350 of cash used in financing activities for the six months ended June 30, 2022, which was mainly due to $53,415 of proceeds from our construction loan offset by $10,127 of payments on the notes payable related to our vehicle loans and $5,938 of payments on right-of-use liability.

 

We do not currently have any additional commitments or identified sources of additional capital from third parties or from our officers, directors or majority stockholders. Additional financing may not be available on favorable terms, if at all.

 

In the future, we may be required to seek additional capital by selling additional debt or equity securities, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then stockholders. Financing may not be available in amounts or on terms acceptable to us, or at all. In the event we are unable to raise additional funding and/or obtain revenues sufficient to support our expenses, we may be forced to curtail or abandon our business operations, and any investment in the Company could become worthless.

 

Critical Accounting Policies and Estimates

 

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

 

Note 1. The Company and Summary of Significant Accounting Policies” in Part I, Item 1 of this Form 10-Q and “Note 1. The Company and Significant Accounting Policies” in the Notes to Consolidated Financial Statements in Part II, Item 8, of the 2022 Annual Report, describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We have established and maintain a system of disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed in our reports filed with the Securities and Exchange Commission pursuant to the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Commission and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), to allow timely decisions regarding required disclosures.

 

 
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In connection with the preparation of this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer (our Principal Executive Officer and Principal Financial Officer), carried out an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2023, as required by Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Based on the evaluation described above, our management, including our Principal Executive Officer and Principal Financial Officer, concluded that, as of June 30, 2023, our disclosure controls and procedures were not effective.

 

Changes in Internal Control Over Financial Reporting

 

We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. During the six months ended June 30, 2023, there were certain material transactions entered into by Mr. Chavez that were not approved by the board, which resulted in management changing its conclusion on the effectiveness of controls.

 

Material Weakness in Internal Controls Over Financial Reporting

 

We identified a material weakness in our internal control over financial reporting that exists as of June 30, 2023. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We determined that we had a material weakness because, due to our small size, and our limited number of personnel, we did not have in place an effective internal control environment with formal processes and procedures, to allow for a detailed review of accounting transactions that would identify errors in a timely manner.

 

Notwithstanding the material weaknesses in our internal control over financial reporting, we have concluded that the consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

 

 
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PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not currently a party to any material legal proceeding. In addition, we are not aware of any material legal or governmental proceedings against us or contemplated to be brought against us. 

 

Item 1A. Risk Factors

 

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on April 10, 2023, under the heading “Item 1A. Risk Factors”, except as discussed below, and investors should review the risks provided in the Annual Report, and below, prior to making an investment in the Company. The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described in the Annual Report, under “Item 1A. Risk Factors”, and below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.

  

We have identified material weaknesses in our disclosure controls and procedures and internal control over financial reporting. If not remediated, our failure to establish and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements in our financial statements, a failure to meet our reporting and financial obligations, loss of revenue and theft, and such failure to maintain ineffective controls and procedures has already resulted in, and may in the future result in, a non-approved transaction, which could have a material adverse effect on our financial condition and the trading price of our common stock.

 

Maintaining effective internal control over financial reporting and effective disclosure controls and procedures are necessary for us to produce reliable financial statements. As reported under “Item 4. Controls and Procedures”, as of June 30, 2023, our Chief Executive Officer has determined that our disclosure controls and procedures were not effective. Separately, as of June 30, 2023, management has identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We determined that we had a material weakness because, due to our small size, and our limited number of personnel, and because we did not have in place an effective internal control environment with formal processes and procedures, to allow for a detailed review of accounting transactions that would identify errors in a timely manner. Separately, the Company did not implement appropriate approval requirements for non-routine transactions.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

 

The Company has in the past, and may in the future, be subject to non-routine transactions that were not pre-approved by management. Such transactions may result in material losses, unrecoverable payments, significant decreases in assets and working capital, and ultimately result in a material adverse effect on the Company, its operations and results, any of which may cause the value of the Company’s securities to decline in value or become worthless.

 

Maintaining effective disclosure controls and procedures and effective internal control over financial reporting are necessary for us to produce reliable financial statements and the Company is committed to remediating its material weaknesses in such controls as promptly as possible. However, there can be no assurance as to when these material weaknesses will be remediated or that additional material weaknesses will not arise in the future. Any failure to remediate the material weaknesses, or the development of new material weaknesses in our internal control over financial reporting, could result in material misstatements in our financial statements and cause us to fail to meet our reporting and financial obligations, which in turn could have a material adverse effect on our financial condition and the trading price of our common stock, and/or result in litigation against us or our management. In addition, even if we are successful in strengthening our controls and procedures, those controls and procedures may not be adequate to prevent or identify irregularities or facilitate the fair presentation of our financial statements or our periodic reports filed with the SEC.

 

We may not be able to sell our customer home for the price sought, and we may lose money on the sale of our custom home.

  

To date we have completed the construction of our first custom home located in Lago Vista, Texas. We are currently in the process of marketing the custom home for sale, at a purchase price of $609,000. We may not be able to sell the home for the current offering price, the sale of the home may take longer to accomplish than expected, we may be forced to pay significant expenses paying utilities and other costs on the custom home and amounts due on the construction loan, prior to the date we can sell the home. Additionally, we may not be able to recoup our costs of construction and may be forced to sell the home at a loss. Any of the above may have a material adverse effect on our results of operations and the value of our securities.

    

 
26

Table of Contents

 

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

 

Unregistered Sales of Equity Securities

 

There have been no sales of unregistered securities during the quarter ended June 30, 2023 and from the period from July 1, 2023 to the filing date of this Report.

 

Use of Proceeds From Sale of Registered Securities

 

None.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information.

 

The below information has previously been disclosed in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, under “Item 5. Other Information”, and is being included again below, solely in an abundance of caution since such transaction occurred during the period covered by this Quarterly Report on Form 10-Q:

  

Item 1.01 Entry into a Material Definitive Agreement.

 

On May 1, 2023, the Company’s wholly-owned subsidiary, Reliant Custom Homes, Inc., entered into an Extension of Real Estate Note and Lien with First United Bank and Trust Co. (“First United”) dated April 28, 2023, pursuant to which First United agreed to extend the due date of our $221,000 borrowing facility in connection with the construction loan on the home which we are in the process of building, which had a balance of $215,912 as of the date of the agreement, from April 28, 2023 to October 28, 2023. There were no other changes to the terms of the loan. Amounts borrowed under the loan bear interest at the rate of 6.25%, are secured by the land on which the Company has built a custom home, and are guaranteed by Reliant Pools, Inc., our wholly-owned subsidiary.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information and disclosures in Item 1.01 above are incorporated into this Item 2.03 in their entirety by reference.

 

 
27

Table of Contents

 

Item 6. Exhibits

 

Exhibit

 

Filed/

Furnished

Incorporated By Reference

Number

 

Description of Exhibit

 

Herewith

Form

 

Exhibit

Filing Date

 

File Number

 

3.1

 

Articles of Incorporation as amended and restated

 

 

S-1

 

3.1

 

10/27/2016

 

333-214274

3.2

 

Certificate of Designations of Reliant Holdings, Inc., Establishing the Designations, Preferences, Limitations and Relative Rights of Its Series A Preferred Stock, filed with the Secretary of State of Nevada on June 15, 2021

 

 

8-K

 

3.1

 

6/17/2021

 

000-56012

3.3

 

Amended and Restated Bylaws

 

 

S-1

 

3.2

 

10/27/2016

 

333-214274

10.1

 

Standard Form of Construction Contract

 

 

S-1

 

10.1

 

10/27/2016

 

333-214274

10.2†

 

Voting Agreement, dated as of November 3, 2017, by and among Michael Chavez and Elijah May

 

 

8-K

 

10.1

 

11/7/2017

 

333-214274

10.3

 

Form of Construction Loan Agreement dated April 28, 2020, by and between Reliant Custom Homes, Inc. and First United Bank and Trust Co.

 

 

10-Q

 

10.7

 

5/19/2020

 

000-56012

10.4

 

Form of Promissory Note in the amount of $221,000, dated April 28, 2020, by Reliant Custom Homes, Inc. in favor of First United Bank and Trust Co.

 

 

10-Q

 

10.8

 

5/19/2020

 

000-56012

10.5

 

Form of Commercial Guaranty dated April 28, 2020, by Reliant Holdings, Inc., in favor of First United Bank and Trust Co.

 

 

10-Q

 

10.9

 

5/19/2020

 

000-56012

10.6

 

Form of Commercial Guaranty dated April 28, 2020, by Reliant Pools, Inc., in favor of First United Bank and Trust Co.

 

 

10-Q

 

10.1

 

5/19/2020

 

000-56012

10.7

 

Form of Construction Deed of Trust Form dated April 28, 2020, by Reliant Custom Homes, Inc. in favor of First United Bank and Trust Co.

 

 

10-Q

 

10.11

 

5/19/2020

 

000-56012

10.8†

 

Reliant Holdings, Inc. 2021 Equity Incentive Plan

 

 

8-K

 

10.2

 

6/17/2021

000-56012

 

10.9†

 

Form of 2021 Equity Incentive Plan Option Award Grant Agreement

 

 

S-8

 

4.1

 

8/3/2021

333-258392

 

10.10†

 

Form of 2021 Equity Incentive Plan Restricted Stock Grant Agreement

 

 

S-8

 

4.2

 

8/3/2021

333-258392

 

 

 
28

Table of Contents

 

10.11

 

Extension of Real Estate Note and Lien dated April 26, 2021, by and between Reliant Custom Homes, Inc. and Frist United Bank and Trust Co.

 

 

 

10-Q

 

10.13

8/16/2021

 

000-56012

 

10.12

 

Extension of Real Estate Note and Lien dated November 1, 2021, by and between Reliant Custom Homes, Inc. and Frist United Bank and Trust Co.

 

 

 

10-K

 

10.14 

 

4/13/2022

 

000-56012 

 

10.13

 

Extension of Real Estate Note and Lien dated April 26, 2022, by and between Reliant Custom Homes, Inc. and First United Bank and Trust Co.

 

 

 

 10-Q

 

10.15

 

 5/18/2022

 

000-56012

 

10.14

 

Extension of Real Estate Note and Lien dated October 28, 2022, by and between Reliant Custom Homes, Inc. and First United Bank and Trust Co.

 

 

 10-K

 

10.16

 

 4/10/2023

 

000-56012

 

10.15

 

Extension of Real Estate Note and Lien dated May 1, 2023, by and between Reliant Custom Homes, Inc. and First United Bank and Trust Co.

 

 

 10-Q

 

10.17

 

05/15/2023

 

000-56012 

 

31.1*

 

Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

 

 

 

 

 

 

 

 

32.1**

 

Certification of Principal Executive and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act

 

 

 

 

 

 

 

101.INS*

 

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

 

 

 

 

 

 

 

 

101.SCH*

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

 

 

 

 

 

101.CAL*

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

 

 

 

 

 

101.DEF*

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

 

 

 

 

 

101.LAB*

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

 

 

 

 

 

101.PRE*

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

 

 

 

 

 

104*

 

Inline XBRL for the cover page of this Annual Report on Form 10-K included in the Exhibit 101 Inline XBRL Document Set

 

 

 

 

 

 

 

 

 

* Filed herewith.

** Furnished Herewith.

† Exhibit constitutes a management contract or compensatory plan or agreement.

 

 
29

Table of Contents

 

SIGNATURES

 

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

 

 

RELIANT HOLDINGS, INC.

 

 

 

 

 

Date: October 6, 2023

By:

/s/ Elijah May

 

 

 

Elijah May

 

 

 

Chief Executive Officer and President

 

 

 

(Principal Executive Officer and Principal Financial/Accounting Officer)

 

 

nullnullv3.23.3
Cover - shares
6 Months Ended
Jun. 30, 2023
Oct. 06, 2023
Cover [Abstract]    
Entity Registrant Name Reliant Holdings, Inc.  
Entity Central Index Key 0001682265  
Document Type 10-Q  
Amendment Flag false  
Current Fiscal Year End Date --12-31  
Entity Small Business true  
Entity Shell Company false  
Entity Emerging Growth Company false  
Entity Current Reporting Status Yes  
Document Period End Date Jun. 30, 2023  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Entity Common Stock Shares Outstanding   16,785,000
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Entity File Number 000-56012  
Entity Incorporation State Country Code NV  
Entity Tax Identification Number 47-2200506  
Entity Address Address Line 1 12343 Hymeadow Drive  
Entity Address Address Line 2 Suite 3-A  
Entity Address City Or Town Austin  
Entity Address State Or Province TX  
Entity Address Postal Zip Code 78750  
City Area Code 512  
Local Phone Number 407-2623  
v3.23.3
Consolidated Balance Sheets - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current Assets    
Cash $ 14,336 $ 282,621
Accounts receivable, net 3,000 0
House and real estate inventory 432,201 339,074
Contract assets 1,681 30,571
Prepaid expenses 10,081 22,177
Other current assets 1,405 1,405
Total Current Assets 462,704 675,848
Equipment, net of accumulated depreciation of $77,275 and $69,484 as of June 30, 2023 and December 31, 2022, respectively 35,088 42,878
Right-of-use asset 19,825 32,520
Total Assets 517,617 751,246
Current Liabilities    
Accounts payable and accrued liabilities 29,492 33,246
Accrued liabilities - related parties 53,500 48,000
Contract liabilities 84,950 336,373
Construction loan 215,912 186,404
Current portion of note payable 5,660 9,630
Current portion of right-of-use liability 20,027 25,940
Total Current Liabilities 409,541 639,593
Long-term note payable, net of current portion 0 2,864
Right-of-use liability 0 6,783
Total Liabilities 409,541 649,240
Stockholders' Equity    
Preferred stock, value 0 0
Common stock, 70,000,000 shares authorized, $0.001 par value, 16,785,000 and 16,385,000 issued and outstanding as of June 30, 2023 and December 31, 2022, respectively 16,785 16,385
Additional paid-in capital 432,164 396,564
Accumulated deficit (340,874) (310,944)
Total Stockholders' Equity 108,076 102,006
Total Liabilities and Stockholders' Equity 517,617 751,246
Series A Preferred Stock[Member]    
Stockholders' Equity    
Preferred stock, value $ 1 $ 1
v3.23.3
Consolidated Balance Sheets (Parenthetical) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Equipment, accumulated depreciation $ 77,275 $ 69,484
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 5,000,000 5,000,000
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized 70,000,000 70,000,000
Common stock, shares issued 16,785,000 16,385,000
Common stock, shares outstanding 16,785,000 16,385,000
Series A Preferred Stock[Member]    
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized 1,000 1,000
Preferred stock, shares issued 1,000 1,000
Preferred stock, shares outstanding 1,000 1,000
v3.23.3
Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Consolidated Statements of Operations (Unaudited)        
Revenue $ 380,289 $ 1,046,820 $ 1,176,139 $ 2,078,104
Cost of goods sold (210,116) (729,525) (728,972) (1,548,109)
Gross margin 170,173 317,295 447,167 529,995
Operating expenses        
General and administrative 228,448 199,786 473,901 414,931
Total operating expenses (228,448) (199,786) (473,901) (414,931)
Income (loss) from operations (58,275) 117,509 (26,734) 115,064
Other income (expense)        
Interest income 127 117 526 206
Interest expense (3,065) (1,186) (3,722) (1,659)
Total other (expense) (2,938) (1,069) (3,196) (1,453)
Income (loss) before income taxes (61,213) 116,440 (29,930) 113,611
Provision for income tax 1,314 0 0 0
Net income (loss) $ (59,899) $ 116,440 $ (29,930) $ 113,611
Net income (loss) per share - basic and diluted $ (0.00) $ 0.01 $ (0.00) $ 0.01
Weighted average common shares outstanding 16,785,000 16,385,000 16,584,443 16,385,000
v3.23.3
Consolidated Statements of Stockholders Deficit (Unaudited) - USD ($)
Total
Preferred Stock
Common Stock
Additional Paid-In Capital
Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2021   1,000 16,385,000    
Balance, amount at Dec. 31, 2021 $ (231,870) $ 1 $ 16,385 $ 396,564 $ (644,820)
Net income (loss) (2,829) $ 0 $ 0 0 (2,829)
Balance, shares at Mar. 31, 2022   1,000 16,385,000    
Balance, amount at Mar. 31, 2022 (234,699) $ 1 $ 16,385 396,564 (647,649)
Balance, shares at Dec. 31, 2021   1,000 16,385,000    
Balance, amount at Dec. 31, 2021 (231,870) $ 1 $ 16,385 396,564 (644,820)
Net income (loss) 113,611        
Balance, shares at Jun. 30, 2022   1,000 16,385,000    
Balance, amount at Jun. 30, 2022 (118,259) $ 1 $ 16,385 396,564 (531,209)
Balance, shares at Mar. 31, 2022   1,000 16,385,000    
Balance, amount at Mar. 31, 2022 (234,699) $ 1 $ 16,385 396,564 (647,649)
Net income (loss) 116,440 $ 0 $ 0 0 116,440
Balance, shares at Jun. 30, 2022   1,000 16,385,000    
Balance, amount at Jun. 30, 2022 (118,259) $ 1 $ 16,385 396,564 (531,209)
Balance, shares at Dec. 31, 2022   1,000 16,385,000    
Balance, amount at Dec. 31, 2022 102,006 $ 1 $ 16,385 396,564 (310,944)
Net income (loss) 29,969 0 $ 0 0 29,969
Shares issued for services, shares     400,000    
Shares issued for services, amount 36,000 $ 0 $ 400 35,600 0
Balance, shares at Mar. 31, 2023   1,000 16,785,000    
Balance, amount at Mar. 31, 2023 167,795 $ 1 $ 16,785 432,164 (280,975)
Balance, shares at Dec. 31, 2022   1,000 16,385,000    
Balance, amount at Dec. 31, 2022 102,006 $ 1 $ 16,385 396,564 (310,944)
Net income (loss) (29,930)        
Balance, shares at Jun. 30, 2023   1,000 16,785,000    
Balance, amount at Jun. 30, 2023 108,076 $ 1 $ 16,785 432,164 (340,874)
Balance, shares at Mar. 31, 2023   1,000 16,785,000    
Balance, amount at Mar. 31, 2023 167,795 $ 1 $ 16,785 432,164 (280,975)
Net income (loss) (59,899) $ 0 $ 0 0 (59,899)
Balance, shares at Jun. 30, 2023   1,000 16,785,000    
Balance, amount at Jun. 30, 2023 $ 108,076 $ 1 $ 16,785 $ 432,164 $ (340,874)
v3.23.3
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Operating Activities    
Net income (loss) $ (29,930) $ 113,611
Adjustments to reconcile net income (loss) to net cash used in operating activities:    
Stock-based compensation 36,000 0
Depreciation 7,790 7,829
Changes in operating assets and liabilities:    
Accounts receivable (3,000) 0
Contract assets 28,890 (16,870)
House and real estate inventory (93,127) (139,275)
Prepaid and other current assets 12,096 (2,096)
Right-of-use asset 12,695 6,005
Contract liabilities (251,423) (68,507)
Accounts payable and accrued liabilities (3,754) (21,495)
Accrued liabilities - related parties 5,500 0
Net cash used in operating activities (278,263) (120,798)
Financing Activities    
Proceeds from construction loan 29,508 53,415
Payments on note payable (6,834) (10,127)
Payments on right-of-use liability (12,696) (5,938)
Net cash provided by financing activities 9,978 37,350
Net change in cash (268,285) (83,448)
Cash - beginning of period 282,621 339,996
Cash - end of period 14,336 256,548
Supplemental Disclosures    
Interest paid 3,722 1,659
Income taxes paid 0 0
Non-cash Disclosures    
Purchase of equipment with note payable 0 0
Establishment of right-of-use asset $ 0 $ 50,825
v3.23.3
The Company and Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2023
The Company and Summary of Significant Accounting Policies  
The Company and Summary of Significant Accounting Policies

Note 1. The Company and Summary of Significant Accounting Policies

 

The Company

 

Reliant Holdings, Inc. (the “Company”) was formed as a Nevada corporation on May 19, 2014. On May 23, 2014, Reliant Holdings, Inc., along with Reliant Pools, Inc., formerly Reliant Pools, G.P., which was formed in September 2013 (“Reliant Pools”) and the shareholders of Reliant Pools, entered into an Agreement for the Exchange of common stock whereby Reliant Pools, Inc. became a wholly-owned subsidiary of Reliant Holdings, Inc. Reliant Holdings, Inc. designs, and installs swimming pools. On October 10, 2018, the Company incorporated a new wholly-owned subsidiary in Texas, Reliant Custom Homes, Inc. During the third quarter of 2019, the Company purchased land on which it has built a custom home which is now for sale. The Company is headquartered in Austin, Texas. In September 2021, we formed Reliant Solar Energy, Inc., a wholly-owned Texas subsidiary.

 

Basis of Presentation

 

The financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

 

The consolidated financial statements and related disclosures as of June 30, 2023 are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, these unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited financial statements should be read in conjunction with the audited financial statements of the Company for the years ended December 31, 2022 and 2021 included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 10, 2023. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year ended December 31, 2023.

 

Going Concern

 

As shown in the accompanying consolidated financial statements, As of June 30, 2023, the Company had negative working capital, negative cash flows from operations, accumulated recurring losses, and $14,336 of cash on hand, which may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short-term operations. Management believes these factors will contribute toward achieving profitability.

 

The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

Use of Estimates

 

The preparation of financial statements in conformity with US GAAP 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 revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition

 

On January 1, 2018, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “new revenue standard”) to all contracts using the modified retrospective method. The adoption of the new revenue standard had no material impact on our condensed consolidated financial statements as it did not require a change in revenue recognition. As such, comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.     

 

Revenue is recognized based on the following five step model:

 

 

-

Identification of the contract with a customer

 

-

Identification of the performance obligations in the contract

 

-

Determination of the transaction price

 

-

Allocation of the transaction price to the performance obligations in the contract

 

-

Recognition of revenue when, or as, the Company satisfies a performance obligation

 

All of the Company’s revenue is currently generated from the design and installation of swimming pools. As such no further disaggregation of revenue information is provided.

 

Pool Sale Revenues

 

Performance Obligations

 

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct.

 

Performance Obligations Satisfied Over Time

 

Revenues for our contracts that satisfy the criteria for over-time recognition are recognized as the work progresses. The majority of our revenue is derived from construction contracts and projects that typically span between 4 to 12 months. Our construction contracts will continue to be recognized over time because of the continuous transfer of control to the customer as all of the work is performed at the customer’s site and, therefore, the customer controls the asset as it is being constructed.  Contract costs include labor, material, and indirect costs.

 

Performance Obligations Satisfied at a Point in Time

 

Revenues for our contracts that do not satisfy the criteria for over-time recognition are recognized at a point in time. Substantially all of our revenue recognized at a point in time is for work performed for pool maintenance or repairs.  Unlike our construction contracts that use a cost-to-cost input measure for performance, the pool maintenance or repairs utilize an output measure for performance based on the completion of a unit of work. The typical time frame for completion of these services is less than one month. Upon fulfillment of the performance obligation, the customer is provided an invoice (or equivalent) demonstrating transfer of control or completion of service to the customer. We believe that point in time recognition remains appropriate for these contracts and will continue to recognize revenues upon completion of the performance obligation and issuance of an invoice.

 

Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.

Backlog

 

On June 30, 2023, we had approximately $1,151,416 of remaining performance obligations on our construction contracts, which we also refer to as backlog. We expect to recognize our backlog as revenue during 2023.

 

Contract Estimates

 

Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, we estimate the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract.

 

Contract estimates are based on various assumptions to project the outcome of future events. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors.

 

Variable Consideration

 

Transaction prices for our contracts may include variable consideration, which includes increases to transaction price for approved and unapproved change orders, claims and incentives, and reductions to transaction price for liquidated damages. Change orders, claims and incentives are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. We estimate variable consideration for a performance obligation at the most likely amount to which we expect to be entitled (or the most likely amount we expect to incur in the case of liquidated damages), utilizing estimation methods that best predict the amount of consideration to which we will be entitled (or will be incurred in the case of liquidated damages). We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or excluded from transaction price in the case of liquidated damages) are not resolved in our favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. No adjustments on any one contract were material to our consolidated financial statements for the three or six months ended June 30, 2023.

 

Contract Balances

 

The timing of revenue recognition, billings and cash collections results in billed accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) on the consolidated balance sheet. On our construction contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Generally, billing occurs prior to revenue recognition, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period.

 

Home sale revenues - Home sale revenues and related profit are generally recognized when title to and possession of the home are transferred to the buyer at the home closing date. Our performance obligation to deliver the agreed-upon home is generally satisfied at the home closing date. Home sale contract assets consist of cash from home closings held in escrow for our benefit, typically for less than five days, which are considered deposits in-transit and classified as cash. Contract liabilities, include customer deposit liabilities related to homes sold but not yet delivered to buyers, totaled $0 at June 30, 2023 and 2022, respectively, related to Home revenue. Substantially all of our home sales are scheduled to close and be recorded to revenue within one year from the date of receiving a customer deposit.

Accounts Receivable and Allowances

 

The Company does not charge interest to its customers and carries its customers’ receivables at their face amounts, less an allowance for doubtful accounts. Included in accounts receivable are balances billed to customers pursuant to retainage provisions in certain contracts that are due upon completion of the contract and acceptance by the customer, or earlier as provided by the contract. Based on the Company’s experience in recent years, the majority of customer balances at each balance sheet date are collected within twelve months. As is common practice in the industry, the Company classifies all accounts receivable, including retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on those contracts may extend beyond one year.

 

The Company grants trade credit, on a non-collateralized basis (with the exception of lien rights against the property in certain cases), to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Company analyzes specific accounts receivable balances, historical bad debts, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In the event that a customer balance is deemed to be uncollectible, the account balance is written-off against the allowance for doubtful accounts.

 

Classification of Construction Contract-related Assets and Liabilities

 

Contract assets are presented as a current asset in the accompanying consolidated balance sheets, and contract liabilities are presented as a current liability in the accompanying consolidated balance sheets. The Company’s contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practices, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities. The vast majority of these balances are settled within one year.

 

Equipment

 

Equipment, consisting mainly of vehicles, is stated at cost. The Company depreciates the cost of equipment using the straight-line method over the estimated useful lives of the assets of 5-7 years for equipment. The estimated useful lives of the Company vehicles are five years. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. The cost of maintenance and repairs is charged to operations as incurred; significant renewal improvements are capitalized. During the six months ended June 30, 2023 and 2022, depreciation expense was $7,790 and 7,829, respectively.

 

Home and Real Estate Inventory

 

Inventory is stated at cost unless the carrying value is determined to not be recoverable, in which case the affected inventory is written down to fair value. Cost includes land acquisition, land development, and home construction costs, including interest, real estate taxes, and certain direct and indirect overhead costs related to development and construction. The specific identification method is used to accumulate home construction costs.

 

We capitalize interest cost into homebuilding inventories. Interest expense is allocated over the period based on the timing of home closings.

 

Cost of revenues includes the construction cost, average lot cost, estimated warranty costs, and closing costs applicable to the home. Sales commissions are classified within selling, general, and administrative expenses. The construction cost of the home includes amounts paid through the closing date of the home, plus an accrual for costs incurred but not yet paid.

We assess the recoverability of our land inventory in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant, and Equipment.” We review our home and real estate inventory for indicators of impairment by property during each reporting period. If indicators of impairment are present for a property, generally, an undiscounted cash flow analysis is prepared in order to determine if the carrying value of the assets in that community exceeds the undiscounted cash flows. Generally, if the carrying value of the assets exceeds their estimated undiscounted cash flows, the assets are potentially impaired, requiring a fair value analysis. Our determination of fair value is primarily based on a discounted cash flow model which includes projections and estimates relating to sales prices, construction costs, sales pace, and other factors. However, fair value can be determined through other methods, such as appraisals, contractual purchase offers, and other third-party opinions of value. Changes in these expectations may lead to a change in the outcome of our impairment analysis, and actual results may also differ from our assumptions. For the six months ended June 30, 2023 and 2022, we recorded $0 of impairment charges.    

 

Earnings (Loss) Per Share

 

In accordance with accounting guidance now codified as ASC Topic 260, Earnings (Loss) per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. There were no dilutive shares outstanding during the six months ended June 30, 2023 and 2022.

 

Recent AccountinPronouncements

 

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

 

Reclassifications

 

Certain prior period amounts have been reclassified for consistency with the current period presentation.

v3.23.3
Accounts Receivable
6 Months Ended
Jun. 30, 2023
Accounts Receivable  
Accounts Receivable

Note 2. Accounts Receivable

 

Accounts receivable consisted of the following:

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Contract receivables

 

$6,000

 

 

$3,000

 

Less: Allowance for doubtful accounts

 

 

(3,000)

 

 

(3,000)

Accounts receivable, net

 

$3,000

 

 

$-

 

 

The Company recognized no bad debt expense during the six months ended June 30, 2023 and 2022, respectively.

v3.23.3
Contracts in Process
6 Months Ended
Jun. 30, 2023
Contracts in Process  
Contracts in Process

Note 3. Contracts in Process

 

The net asset (liability) position for contracts in process consisted of the following:

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Costs on uncompleted contracts

 

$260,174

 

 

$1,185,212

 

Estimated earnings

 

 

62,793

 

 

 

416,426

 

 

 

 

322,967

 

 

 

1,601,638

 

Less: Progress billings

 

 

406,236

 

 

 

1,907,440

 

Contract liabilities, net

 

$(83,269)

 

$(305,802)

The net asset (liability) position for contracts in process is included in the accompanying consolidated balance sheets as follows:

 

 

 

June 30,

2023

 

 

December 31,

2022

 

Costs and estimated earnings in excess of billings on uncompleted contracts (contract assets)

 

$1,681

 

 

$30,571

 

Billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities)

 

 

(84,950)

 

 

(336,373)

Contract liabilities, net

 

$(83,269)

 

$(305,802)
v3.23.3
Concentration of Risk
6 Months Ended
Jun. 30, 2023
Concentration of Risk  
Concentration of Risk

Note 4. Concentration of Risk

 

The Company had gross revenue of $1,176,139 and $2,078,104 for the six months ended June 30, 2023 and 2022, respectively.  There were 5 customers representing more than 10% of gross revenue for the six months ended June 30, 2023, representing 67% of total revenue. There were no customers representing more than 10% of gross revenue for the six months ended June 30, 2022. 

v3.23.3
Related Party Transactions
6 Months Ended
Jun. 30, 2023
Related Party Transactions  
Related Party Transactions

Note 5. Related Party Transactions

 

The Company accrued bonus compensation related to services performed in the construction of the custom home to Michael Chavez, a greater than 10% shareholder of the Company, as a consultant to the Company, in the amount totaling $18,000 and $18,000, for the six months ended June 30, 2023 and 2022, respectively. In addition, during the three months ended June 30, 2023, the Company paid $50,000 of the accrued bonus compensation to Mr. Chavez. As of June 30, 2023, the Company has accrued a total of $16,000 in accrued bonus compensation.

 

The Company accrued $37,500 in commission expenses to its CEO and sole board member, Mr. May, for services performed during the six months ended June 30, 2023. As of June 30, 2023, the Company has accrued a total of $37,500 in accrued commission compensation.

v3.23.3
Equity
6 Months Ended
Jun. 30, 2023
Equity  
Equity

Note 6. Equity

 

Preferred Shares

 

On June 15, 2021, the Company issued 1,000 shares of Series A Preferred Stock to Elijah May, the Company’s Chief Executive Officer and sole director in consideration for services rendered and to be rendered to the Company. Such shares of Series A Preferred Stock vote in aggregate fifty-one percent (51%) of the total vote on all shareholder matters, voting separately as a class. Notwithstanding such voting rights, no change in control of the Company was deemed to have occurred in connection with the issuance since Mr. May controlled the vote of 59.1% of the Company’s outstanding common stock at the time of the issuance of the Series A Preferred Stock and therefore controlled the Company prior to such issuance. The holder of the Series A Preferred Stock is not entitled to receive dividends, has no liquidation preference and no conversion rights. With the unanimous consent or approval of the board members, the Company has the option at its sole discretion to redeem any and all outstanding shares of Series A Preferred Stock for $1.00 per share.

Common Shares

 

From January 2016 to September 2016, the Company sold 885,000 shares of restricted common stock for $44,250, or $0.05 per share in a private offering pursuant to a private placement memorandum. Purchasers in the offering included Lilia Chavez, the mother of Michael Chavez, the Company’s then President and then sole director (10,000 shares for $500), Alexander Spohn, the adult son of Becky Spohn, the Company’s then Controller (5,000 shares for $250), and Phyllis Laws, the mother of Becky Spohn, the Company’s then Controller (5,000 shares for $250).

 

In September 2016, the Company discovered that the investors in the January 2016 to September 2016 offering may not have been provided all of the information and materials (including current audited financial statements), as is required under the Securities Act of 1933, as amended (the “Securities Act”) in order to claim an exemption from registration pursuant to Rule 506(b) of the Securities Act. The Company believes that all such transactions still complied with, and were exempt from registration under Section 4(a)(2) of the Securities Act because the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof; the securities were offered without any general solicitation by the Company or the Company’s representatives; no underwriters or agents were involved in the foregoing issuances and the Company paid no underwriting discounts or commissions; the securities sold are subject to transfer restrictions, and the certificates evidencing the securities (or book entry issuances) contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom; and the securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

 

Nevertheless, based on the above, the Company offered the January 2016 to September 2016 purchasers of the Company’s common stock the right to rescind their previous common stock acquisitions and receive, in exchange for any shares relinquished to the Company, a payment equal to their original purchase price plus interest at the applicable statutory rate in the state in which they reside. The rescission offer expired at 5:00 pm (CST) on October 26, 2016. None of the prior purchasers opted to rescind their prior purchases in connection with the rescission offer.

 

During the first quarter of fiscal 2017, the Company learned that in 2009, Michael Chavez, the former President and former sole director, was barred from association with any Financial Industry Regulatory Authority, Inc. (FINRA) member in any capability. Mr. Chavez similarly became aware of the FINRA bar at the same time. Pursuant to Rule 506(d), Rule 506 of the Securities Act, is not available for a sale of securities if among other persons, any director or executive officer of an issuer has been subject to certain disqualifying events after September 23, 2013, including suspension or expulsion from membership in a self-regulatory organization (SRO), such as FINRA. However, in the event the disqualifying event occurred prior to September 23, 2013, the issuer is not prohibited from relying on Rule 506, provided that pursuant to Rule 506(e) of the Securities Act, an issuer is required to furnish to each purchaser, a reasonable time prior to sale, a description in writing of any matters that would have triggered disqualification under Rule 506(d)(1), but occurred before September 23, 2013.

 

As Mr. Chavez’s FINRA bar constituted a disqualifying event under Rule 506(d), the Company was required to furnish to each purchaser of shares of the Company, a reasonable time prior to sale, a description in writing of such event. The Company did not do that, because as described above, the Company and Mr. Chavez only became aware of the FINRA bar after the close of the offering. Notwithstanding the fact that the Company was not aware of Mr. Chavez’s FINRA bar, the Company determined that the failure to provide such information may prohibit the Company from relying on a Rule 506 exemption for the prior issuances and sales of shares. The Company believes that all such transactions still complied with, and were exempt from registration under Section 4(a)(2) of the Securities Act, because the recipients acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof; the securities were offered without any general solicitation by us or the Company’s representatives; no underwriters or agents were involved in the foregoing issuances and the Company paid no underwriting discounts or commissions, the securities sold/issued were subject to transfer restrictions, and the certificates evidencing the securities (or book entry issuances) contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom; and the securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

Nevertheless, management determined that the Company would offer rescission to all of its stockholders in April 2017. In connection therewith, in April 2017, the Company offered every stockholder of the Company’s common stock the right to rescind their previous purchases and acquisitions and to receive, in exchange for any shares relinquished to us, a payment equal to their original purchase price or consideration provided, plus interest at the applicable statutory rate in the state in which they reside. The rescission offer expired at 5:00 pm (CST) on April 29, 2017. None of the Company’s stockholders opted to rescind their prior purchase/acquisitions in connection with the rescission offer.

 

The federal securities laws and certain state securities laws do not expressly provide that a rescission offer will terminate a purchaser’s right to rescind a sale of securities that was not registered under the relevant securities laws as required. Accordingly, the Company may continue to be potentially liable under certain securities laws for the offer and sale of the shares sold and issued between May 2014 and September 2016, totaling $57,950 of securities in aggregate, along with statutory interest on such shares, even after the Company completed the rescission offers.

 

This amount is recorded in equity in the accompanying balance sheets. This will be evaluated at each reporting period for reclassification to a liability if a rescission request is made.

 

Effective on November 3, 2017, Michael Chavez, the Company’s former sole director, Chief Executive Officer and President of the Company, entered into a Voting Agreement with Elijah May, the Company’s then Chief Operating Officer (COO), and current sole director, Chief Executive Officer and President as well as the Company’s COO (the “Voting Agreement”), resulting in a change in control of the Company.

 

Pursuant to the Voting Agreement, Mr. Chavez provided complete authority to Mr. May to vote the 4,000,000 shares of common stock which Mr. Chavez then held (and any other securities of the Company obtained by Mr. Chavez in the future) at any and all meetings of stockholders of the Company and via any written consents. Those 4,000,000 shares represented 27.4% of the Company’s common stock as of the parties’ entry into the Voting Agreement and together with the 4,500,000 shares held by Mr. May prior to the parties’ entry into the Voting Agreement, constituted 58.3% of the Company’s total outstanding shares of common stock. The Voting Agreement has a term of ten years, through November 3, 2027, but can be terminated at any time by Mr. May and terminates automatically upon the death of Mr. May. In connection with his entry into the Voting Agreement, Mr. Chavez provided Mr. May an irrevocable voting proxy to vote the shares covered by the Voting Agreement. Additionally, during the term of such agreement, Mr. Chavez agreed not to transfer the shares covered by the Voting Agreement except pursuant to certain limited exceptions. Due to the Voting Agreement, Mr. May held voting control over the Company due to his ability to vote 58.3% of the Company’s total outstanding shares of voting stock as of the date of the Voting Agreement.

 

During the six months ended June 30, 2023, the Company issued 400,000 shares of restricted common stock to an employee of the Company for services rendered with a fair value of $36,000.

v3.23.3
Leases
6 Months Ended
Jun. 30, 2023
Leases  
Leases

Note 7. Leases

 

The Company leases approximately 1,000 square feet of office space in Austin, Texas. On March 28, 2022, the Company entered into a new lease agreement for the office space, which has a term of 24 months, through March 31, 2024, and a monthly rental cost of $1,515 for the period from April 1, 2022 to March 31, 2023 and $1,560 per month from April 1, 2023 to March 31, 2024, together with costs and expenses of approximately $725 per month for 2022. The real property lease contains provisions requiring payment of property taxes, utilities, insurance, maintenance and other occupancy costs applicable to the leased premise. As the Company’s leases do not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

The components of lease expense were as follows:

 

 

 

For the Six

 

 

 

Months Ended

 

 

 

June 30,

 

 

 

2023

 

 

2022

 

Right of Use (ROU) Operating lease cost:

 

 

 

 

 

 

Amortization of assets

 

 

12,695

 

 

 

6,006

 

Interest on lease liabilities

 

 

880

 

 

 

782

 

Total net lease cost

 

$13,575

 

 

$6,788

 

 

Supplemental balance sheet information related to leases was as follows:

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Operating lease:

 

 

 

 

 

 

ROU Real Estate Asset

 

$50,825

 

 

$50,825

 

Accumulated amortization

 

 

(31,000 )

 

 

(18,305 )

Right of Use, net

 

$19,825

 

 

$32,520

 

 

 

 

 

 

 

 

 

 

Current portion of lease liabilities

 

$20,027

 

 

$25,940

 

Noncurrent lease liabilities

 

 

-

 

 

 

6,783

 

Total lease liabilities

 

$20,027

 

 

$32,723

 

 

 

 

 

 

 

 

 

 

Weighted average remaining lease term:

 

 

 

 

 

 

 

 

Operating leases

 

0.75 years

 

 

1.25 years

 

 

 

 

 

 

 

 

 

 

Weighted average discount rate:

 

 

 

 

 

 

 

 

Operating lease

 

 

6.40%

 

 

6.40%
v3.23.3
Note Payable
6 Months Ended
Jun. 30, 2023
Note Payable  
Note Payable

Note 8. Note Payable

 

 

 

June 30, 2023

 

 

December 31, 2022

 

Term note with a bank secured by car, payable in monthly installments of $660, including interest at 3.99% through February 27, 2025

 

$5,660

 

 

$10,494

 

 

 

 

 

 

 

 

 

 

Term note with a bank secured by car, payable in monthly installments of $1,000, including interest at 6.54% through May 26, 2027

 

 

-

 

 

 

2,000

 

 

 

 

 

 

 

 

 

 

Total long-term debt

 

 

5,660

 

 

 

12,494

 

Less: current portion

 

 

(5,660

)

 

 

(9,630

)

Long-term debt net of current portion

 

$-

 

 

$2,864

 

v3.23.3
Construction Loan
6 Months Ended
Jun. 30, 2023
Construction Loan  
Construction Loan

Note 9. Construction Loan

 

Effective on November 1, 2021, the Company’s wholly–owned subsidiary, Reliant Custom Homes, Inc., entered into an Extension of Real Estate Note and Lien with First United Bank and Trust Co. (“First United”), pursuant to which First United agreed to extend the due date of our $221,000 borrowing facility in connection with the construction loan on our custom home, the construction of which has been completed, from October 28, 2021 to April 28, 2022. Effective on April 26, 2022, Reliant Custom Homes, Inc., entered into another Extension of Real Estate Note and Lien with First United pursuant to which First United agreed to extend the due date to October 28, 2022, and effective on October 28, 2022, Reliant Custom Homes, Inc., entered into another Extension of Real Estate Note and Lien with First United pursuant to which First United agreed to extend the due date to April 28, 2023. Effective May 1, 2023, Reliant Custom Homes, Inc., entered into another Extension of Real Estate Note and Lien with First United pursuant to which First United agreed to extend the due date to October 28, 2023. Amounts borrowed under the loan bear interest at the rate of 6.25%, are secured by the land on which the Company has built a custom home, and are guaranteed by Reliant Pools, Inc., our wholly-owned subsidiary. As of June 30, 2023, the Company had borrowed $215,912 against the loan.

v3.23.3
The Company and Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2023
The Company and Summary of Significant Accounting Policies  
The Company

Reliant Holdings, Inc. (the “Company”) was formed as a Nevada corporation on May 19, 2014. On May 23, 2014, Reliant Holdings, Inc., along with Reliant Pools, Inc., formerly Reliant Pools, G.P., which was formed in September 2013 (“Reliant Pools”) and the shareholders of Reliant Pools, entered into an Agreement for the Exchange of common stock whereby Reliant Pools, Inc. became a wholly-owned subsidiary of Reliant Holdings, Inc. Reliant Holdings, Inc. designs, and installs swimming pools. On October 10, 2018, the Company incorporated a new wholly-owned subsidiary in Texas, Reliant Custom Homes, Inc. During the third quarter of 2019, the Company purchased land on which it has built a custom home which is now for sale. The Company is headquartered in Austin, Texas. In September 2021, we formed Reliant Solar Energy, Inc., a wholly-owned Texas subsidiary.

Basis of Presentation

The financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

 

The consolidated financial statements and related disclosures as of June 30, 2023 are unaudited, pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. In our opinion, these unaudited financial statements include all adjustments (consisting only of normal recurring adjustments) necessary for the fair statement of the results for the interim periods. These unaudited financial statements should be read in conjunction with the audited financial statements of the Company for the years ended December 31, 2022 and 2021 included in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on April 10, 2023. The results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the full year ended December 31, 2023.

Going concern

As shown in the accompanying consolidated financial statements, As of June 30, 2023, the Company had negative working capital, negative cash flows from operations, accumulated recurring losses, and $14,336 of cash on hand, which may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short-term operations. Management believes these factors will contribute toward achieving profitability.

 

The consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. These financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Use of Estimates

The preparation of financial statements in conformity with US GAAP 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 revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition

On January 1, 2018, we adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (the “new revenue standard”) to all contracts using the modified retrospective method. The adoption of the new revenue standard had no material impact on our condensed consolidated financial statements as it did not require a change in revenue recognition. As such, comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods.     

 

Revenue is recognized based on the following five step model:

 

 

-

Identification of the contract with a customer

 

-

Identification of the performance obligations in the contract

 

-

Determination of the transaction price

 

-

Allocation of the transaction price to the performance obligations in the contract

 

-

Recognition of revenue when, or as, the Company satisfies a performance obligation

 

All of the Company’s revenue is currently generated from the design and installation of swimming pools. As such no further disaggregation of revenue information is provided.

 

Pool Sale Revenues

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in the new revenue standard. The contract transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct.

 

Performance Obligations Satisfied Over Time

 

Revenues for our contracts that satisfy the criteria for over-time recognition are recognized as the work progresses. The majority of our revenue is derived from construction contracts and projects that typically span between 4 to 12 months. Our construction contracts will continue to be recognized over time because of the continuous transfer of control to the customer as all of the work is performed at the customer’s site and, therefore, the customer controls the asset as it is being constructed.  Contract costs include labor, material, and indirect costs.

 

Performance Obligations Satisfied at a Point in Time

 

Revenues for our contracts that do not satisfy the criteria for over-time recognition are recognized at a point in time. Substantially all of our revenue recognized at a point in time is for work performed for pool maintenance or repairs.  Unlike our construction contracts that use a cost-to-cost input measure for performance, the pool maintenance or repairs utilize an output measure for performance based on the completion of a unit of work. The typical time frame for completion of these services is less than one month. Upon fulfillment of the performance obligation, the customer is provided an invoice (or equivalent) demonstrating transfer of control or completion of service to the customer. We believe that point in time recognition remains appropriate for these contracts and will continue to recognize revenues upon completion of the performance obligation and issuance of an invoice.

 

Contract modifications are routine in the performance of our contracts. Contracts are often modified to account for changes in the contract specifications or requirements. In most instances, contract modifications are for goods or services that are not distinct, and, therefore, are accounted for as part of the existing contract.

Backlog

 

On June 30, 2023, we had approximately $1,151,416 of remaining performance obligations on our construction contracts, which we also refer to as backlog. We expect to recognize our backlog as revenue during 2023.

Contract Estimates

Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, we estimate the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract.

 

Contract estimates are based on various assumptions to project the outcome of future events. These assumptions include labor productivity and availability, the complexity of the work to be performed, the cost and availability of materials, and the performance of subcontractors.

 

Variable Consideration

 

Transaction prices for our contracts may include variable consideration, which includes increases to transaction price for approved and unapproved change orders, claims and incentives, and reductions to transaction price for liquidated damages. Change orders, claims and incentives are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation. We estimate variable consideration for a performance obligation at the most likely amount to which we expect to be entitled (or the most likely amount we expect to incur in the case of liquidated damages), utilizing estimation methods that best predict the amount of consideration to which we will be entitled (or will be incurred in the case of liquidated damages). We include variable consideration in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved. Our estimates of variable consideration and determination of whether to include estimated amounts in transaction price are based largely on an assessment of our anticipated performance and all information (historical, current and forecasted) that is reasonably available to us. The effect of variable consideration on the transaction price of a performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. To the extent unapproved change orders and claims reflected in transaction price (or excluded from transaction price in the case of liquidated damages) are not resolved in our favor, or to the extent incentives reflected in transaction price are not earned, there could be reductions in, or reversals of, previously recognized revenue. No adjustments on any one contract were material to our consolidated financial statements for the three or six months ended June 30, 2023.

Contract Balances

The timing of revenue recognition, billings and cash collections results in billed accounts receivable and costs and estimated earnings in excess of billings on uncompleted contracts (contract assets) on the consolidated balance sheet. On our construction contracts, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Generally, billing occurs prior to revenue recognition, resulting in contract liabilities. These assets and liabilities are reported on the consolidated balance sheet on a contract-by-contract basis at the end of each reporting period.

 

Home sale revenues - Home sale revenues and related profit are generally recognized when title to and possession of the home are transferred to the buyer at the home closing date. Our performance obligation to deliver the agreed-upon home is generally satisfied at the home closing date. Home sale contract assets consist of cash from home closings held in escrow for our benefit, typically for less than five days, which are considered deposits in-transit and classified as cash. Contract liabilities, include customer deposit liabilities related to homes sold but not yet delivered to buyers, totaled $0 at June 30, 2023 and 2022, respectively, related to Home revenue. Substantially all of our home sales are scheduled to close and be recorded to revenue within one year from the date of receiving a customer deposit.

Accounts Receivable and Allowances

The Company does not charge interest to its customers and carries its customers’ receivables at their face amounts, less an allowance for doubtful accounts. Included in accounts receivable are balances billed to customers pursuant to retainage provisions in certain contracts that are due upon completion of the contract and acceptance by the customer, or earlier as provided by the contract. Based on the Company’s experience in recent years, the majority of customer balances at each balance sheet date are collected within twelve months. As is common practice in the industry, the Company classifies all accounts receivable, including retainage, as current assets. The contracting cycle for certain long-term contracts may extend beyond one year, and accordingly, collection of retainage on those contracts may extend beyond one year.

 

The Company grants trade credit, on a non-collateralized basis (with the exception of lien rights against the property in certain cases), to its customers and is subject to potential credit risk related to changes in business and overall economic activity. The Company analyzes specific accounts receivable balances, historical bad debts, customer credit-worthiness, current economic trends and changes in customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. In the event that a customer balance is deemed to be uncollectible, the account balance is written-off against the allowance for doubtful accounts.

Classification of Construction Contract-related Assets and Liabilities

Contract assets are presented as a current asset in the accompanying consolidated balance sheets, and contract liabilities are presented as a current liability in the accompanying consolidated balance sheets. The Company’s contracts vary in duration, with the duration of some larger contracts exceeding one year. Consistent with industry practices, the Company includes the amounts realizable and payable under contracts, which may extend beyond one year, in current assets and current liabilities. The vast majority of these balances are settled within one year.

Equipment

Equipment, consisting mainly of vehicles, is stated at cost. The Company depreciates the cost of equipment using the straight-line method over the estimated useful lives of the assets of 5-7 years for equipment. The estimated useful lives of the Company vehicles are five years. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. The cost of maintenance and repairs is charged to operations as incurred; significant renewal improvements are capitalized. During the six months ended June 30, 2023 and 2022, depreciation expense was $7,790 and 7,829, respectively.

Home and Real Estate Inventory

Inventory is stated at cost unless the carrying value is determined to not be recoverable, in which case the affected inventory is written down to fair value. Cost includes land acquisition, land development, and home construction costs, including interest, real estate taxes, and certain direct and indirect overhead costs related to development and construction. The specific identification method is used to accumulate home construction costs.

 

We capitalize interest cost into homebuilding inventories. Interest expense is allocated over the period based on the timing of home closings.

 

Cost of revenues includes the construction cost, average lot cost, estimated warranty costs, and closing costs applicable to the home. Sales commissions are classified within selling, general, and administrative expenses. The construction cost of the home includes amounts paid through the closing date of the home, plus an accrual for costs incurred but not yet paid.

We assess the recoverability of our land inventory in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 360, “Property, Plant, and Equipment.” We review our home and real estate inventory for indicators of impairment by property during each reporting period. If indicators of impairment are present for a property, generally, an undiscounted cash flow analysis is prepared in order to determine if the carrying value of the assets in that community exceeds the undiscounted cash flows. Generally, if the carrying value of the assets exceeds their estimated undiscounted cash flows, the assets are potentially impaired, requiring a fair value analysis. Our determination of fair value is primarily based on a discounted cash flow model which includes projections and estimates relating to sales prices, construction costs, sales pace, and other factors. However, fair value can be determined through other methods, such as appraisals, contractual purchase offers, and other third-party opinions of value. Changes in these expectations may lead to a change in the outcome of our impairment analysis, and actual results may also differ from our assumptions. For the six months ended June 30, 2023 and 2022, we recorded $0 of impairment charges.    

Earnings (Loss) Per Share

In accordance with accounting guidance now codified as ASC Topic 260, Earnings (Loss) per Share,” basic earnings (loss) per share is computed by dividing net income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. There were no dilutive shares outstanding during the six months ended June 30, 2023 and 2022.

Recent Accounting Pronouncements

The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

Reclassification

Certain prior period amounts have been reclassified for consistency with the current period presentation.

v3.23.3
Accounts Receivable (Tables)
6 Months Ended
Jun. 30, 2023
Accounts Receivable  
Schedule of accounts receivable

Accounts receivable consisted of the following:

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Contract receivables

 

$6,000

 

 

$3,000

 

Less: Allowance for doubtful accounts

 

 

(3,000)

 

 

(3,000)

Accounts receivable, net

 

$3,000

 

 

$-

 

v3.23.3
Contracts in Process (Tables)
6 Months Ended
Jun. 30, 2023
Contracts in Process  
Schedule of net asset (liability) position for contracts in process

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Costs on uncompleted contracts

 

$260,174

 

 

$1,185,212

 

Estimated earnings

 

 

62,793

 

 

 

416,426

 

 

 

 

322,967

 

 

 

1,601,638

 

Less: Progress billings

 

 

406,236

 

 

 

1,907,440

 

Contract liabilities, net

 

$(83,269)

 

$(305,802)
Schedule for contracts in process included in consolidated balance sheets

 

 

June 30,

2023

 

 

December 31,

2022

 

Costs and estimated earnings in excess of billings on uncompleted contracts (contract assets)

 

$1,681

 

 

$30,571

 

Billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities)

 

 

(84,950)

 

 

(336,373)

Contract liabilities, net

 

$(83,269)

 

$(305,802)
v3.23.3
Leases (Tables)
6 Months Ended
Jun. 30, 2023
Leases  
Schedule Of Components of lease expense

 

 

For the Six

 

 

 

Months Ended

 

 

 

June 30,

 

 

 

2023

 

 

2022

 

Right of Use (ROU) Operating lease cost:

 

 

 

 

 

 

Amortization of assets

 

 

12,695

 

 

 

6,006

 

Interest on lease liabilities

 

 

880

 

 

 

782

 

Total net lease cost

 

$13,575

 

 

$6,788

 

Schedule for Supplemental balance sheet

 

 

June 30,

 

 

December 31,

 

 

 

2023

 

 

2022

 

Operating lease:

 

 

 

 

 

 

ROU Real Estate Asset

 

$50,825

 

 

$50,825

 

Accumulated amortization

 

 

(31,000 )

 

 

(18,305 )

Right of Use, net

 

$19,825

 

 

$32,520

 

 

 

 

 

 

 

 

 

 

Current portion of lease liabilities

 

$20,027

 

 

$25,940

 

Noncurrent lease liabilities

 

 

-

 

 

 

6,783

 

Total lease liabilities

 

$20,027

 

 

$32,723

 

 

 

 

 

 

 

 

 

 

Weighted average remaining lease term:

 

 

 

 

 

 

 

 

Operating leases

 

0.75 years

 

 

1.25 years

 

 

 

 

 

 

 

 

 

 

Weighted average discount rate:

 

 

 

 

 

 

 

 

Operating lease

 

 

6.40%

 

 

6.40%
v3.23.3
Note Payable (Tables)
6 Months Ended
Jun. 30, 2023
Note Payable  
Schedule of long term debt

 

 

June 30, 2023

 

 

December 31, 2022

 

Term note with a bank secured by car, payable in monthly installments of $660, including interest at 3.99% through February 27, 2025

 

$5,660

 

 

$10,494

 

 

 

 

 

 

 

 

 

 

Term note with a bank secured by car, payable in monthly installments of $1,000, including interest at 6.54% through May 26, 2027

 

 

-

 

 

 

2,000

 

 

 

 

 

 

 

 

 

 

Total long-term debt

 

 

5,660

 

 

 

12,494

 

Less: current portion

 

 

(5,660

)

 

 

(9,630

)

Long-term debt net of current portion

 

$-

 

 

$2,864

 

v3.23.3
The Company and Summary of Significant Accounting Policies (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Revenue recognition related to Home and Land revenue $ 0  
Cash on hand 14,336  
Depreciation expense $ 7,790 $ 7,829
Construction contracts description The majority of our revenue is derived from construction contracts and projects that typically span between 4 to 12 months  
Impairment charges $ 0 $ 0
Remaining performance obligations $ 1,151,416  
Minimum [Member]    
Estimated useful lives 5 years  
Maximum [Member]    
Estimated useful lives 7 years  
v3.23.3
Accounts Receivable (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Accounts Receivable    
Contract receivables $ 6,000 $ 3,000
Less: Allowance for doubtful accounts (3,000) (3,000)
Accounts receivable, net $ 3,000 $ 0
v3.23.3
Contracts in Process (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Contracts in Process    
Costs on uncompleted contracts $ 260,174 $ 1,185,212
Estimated earnings 62,793 416,426
Total Costs and Estimated Earnings 322,967 1,601,638
Less: Progress billings 406,236 1,907,440
Contract liabilities, net $ (83,269) $ (305,802)
v3.23.3
Contracts in Process (Details 1) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Contracts in Process    
Costs and estimated earnings in excess of billings on uncompleted contracts $ 1,681 $ 30,571
Billings in excess of costs and estimated earnings on uncompleted contracts (84,950) (336,373)
Contract liabilities, net $ (83,269) $ (305,802)
v3.23.3
Concentration of Risk (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Revenue $ 380,289 $ 1,046,820 $ 1,176,139 $ 2,078,104
Revenue from Rights Concentration Risk [Member]        
Gross revenue percent     10.00% 10.00%
Total revenue percentage     67.00%  
v3.23.3
Related Party Transactions (Details Narrative) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2023
Jun. 30, 2022
Mr. Chavez [Member]      
Compensation to related party   $ 18,000 $ 18,000
Accrued bonus compensation $ 50,000    
Accrued bonus compensation total 16,000 16,000  
Mr. May [Member]      
Commission expenses   37,500  
Accrued commission compensation $ 37,500 $ 37,500  
v3.23.3
Equity (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended 9 Months Ended 29 Months Ended
Nov. 03, 2017
Jun. 15, 2021
Jan. 27, 2021
Jun. 30, 2023
Sep. 30, 2016
Sep. 30, 2016
Sale of stock           $ 57,950
Investors [Member]            
Common stock shares held by related party       400,000    
Conversion of stock, amount       $ 36,000    
Elijah May [Member] | Voting Agreement [Member]            
Common stock shares held by related party 4,500,000          
Ownership percentage 58.30%          
Michael Chavez [Member]            
Common stock shares held by related party 4,000,000   4,000,000      
Ownership percentage 27.40%          
Restricted Stock Member            
Sale of stock         $ 44,250  
Sale of stock, shares         885,000  
Share price (per share)         $ 0.05 $ 0.05
Restricted Stock Member | Lilia Chavez [Member]            
Sale of stock         $ 500  
Sale of stock, shares         10,000  
Restricted Stock Member | Phyllis Laws [Member]            
Sale of stock         $ 250  
Sale of stock, shares         5,000  
Restricted Stock Member | Alexander Spohn [Member]            
Sale of stock         $ 250  
Sale of stock, shares         5,000  
Series A Preferred Stock[Member] | Elijah May [Member]            
Share price (per share)   $ 1        
Preferred stock designated shares   1,000        
Preferred stock voting description   Such shares of Series A Preferred Stock vote in aggregate fifty-one percent (51%) of the total vote on all shareholder matters, voting separately as a class        
v3.23.3
Leases (Details) - USD ($)
6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Leases    
Amortization of assets $ 12,695 $ 6,006
Interest on lease liabilities 880 782
Total net lease cost $ 13,575 $ 6,788
v3.23.3
Leases (Details 1) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2023
Dec. 31, 2022
Operating lease:    
ROU Real Estate Asset $ 50,825 $ 50,825
Accumulated amortization (31,000) (18,305)
Right of Use, net 19,825 32,520
Current portion of lease liabilities 20,027 25,940
Noncurrent lease liabilities 0 6,783
Total lease liabilities $ 20,027 $ 32,723
Weighted average remaining lease term operating leases 9 months 1 year 3 months
Weighted average discount rate operating leases 6.40% 6.40%
v3.23.3
Leases (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended
Mar. 28, 2022
Jun. 30, 2023
Office space   1,000
Lease term 24 months  
Costs and expenses per month   $ 725
April 1, 2022 to March 31, 2023    
Monthly rental cost   1,515
April 1, 2023 to March 31, 2024    
Monthly rental cost   $ 1,560
v3.23.3
Note Payable (Details) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Total long term debt $ 5,660 $ 12,494
Less: current portion (5,660) (9,630)
Long-term debt net of current portion 0 2,864
Note payable    
Monthly installments payment $ 660  
Interest rate 3.99%  
Total long term debt $ 5,660 10,494
Note payable one    
Monthly installments payment $ 1,000  
Interest rate 6.54%  
Total long term debt $ 0 $ 2,000
v3.23.3
Construction Loan (Details Narrative) - USD ($)
1 Months Ended 6 Months Ended
Apr. 28, 2020
Jun. 30, 2023
Dec. 31, 2022
Construction Loan      
Loan amount $ 221,000    
Construction loan maturity date   Apr. 28, 2022  
Extension maturity date   Oct. 28, 2021  
Rate of interest 6.25%    
Construction loan   $ 215,912 $ 186,404

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