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, 2024

 

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 Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada

 

47-2200506

(State or other jurisdiction

of incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

8605 Santa Monica Boulevard

PMB 36522

Los Angeles, CA

 

90069

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: +1 213-437-3081

 

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 August 14, 2024.

 

 

 

 

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

 

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

 

18

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

24

 

Item 4. Controls and Procedures

 

24

 

 

 

 

 

PART II – OTHER INFORMATION

 

25

 

 

 

 

 

Item 1. Legal Proceedings

 

25

 

Item 1A. Risk Factors

 

25

 

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

 

25

 

Item 3. Defaults Upon Senior Securities

 

26

 

Item 4. Mine Safety Disclosures

 

26

 

Item 5. Other Information.

 

26

 

Item 6. Exhibits

 

27

 

 

 
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 outcome of strategic transactions;

 

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 rescissions and other negative outcomes caused by pandemics and governmental responses thereto;

 

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

 

economic downturns both in the United States and globally;

 

risk of increased regulation of our operations; and

 

other risk factors included 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

 

Reliant Holdings, Inc. and Subsidiary

Consolidated Balance Sheets

(Unaudited)

 

 

 

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$394,667

 

 

$309,377

 

Accounts receivable

 

 

500

 

 

 

1,000

 

House and real estate inventory

 

 

-

 

 

 

446,427

 

 

 

 

 

 

 

 

 

 

Total current assets

 

 

395,167

 

 

 

756,804

 

 

 

 

 

 

 

 

 

 

Equipment, net

 

 

76,348

 

 

 

90,886

 

Right-of-use asset

 

 

38,109

 

 

 

6,715

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$509,624

 

 

$854,405

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$47,635

 

 

$58,878

 

Accrued liabilities - related parties

 

 

68,138

 

 

 

53,500

 

Contract liabilities

 

 

108,206

 

 

 

275,251

 

Construction Loan

 

 

-

 

 

 

220,309

 

Current portion of note payable

 

 

7,650

 

 

 

8,580

 

Current portion of right-of-use liability

 

 

26,394

 

 

 

6,783

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

258,023

 

 

 

623,301

 

 

 

 

 

 

 

 

 

 

Long-term note payable, net of current portion

 

 

48,740

 

 

 

53,658

 

Right-of-use liability

 

 

11,810

 

 

 

-

 

 

 

 

 

 

 

 

 

 

Total Liabilities

 

 

318,573

 

 

 

676,959

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

Preferred stock, 5,000,000 shares authorized, $0.001 par value, 0 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

 

 

-

 

 

 

-

 

Preferred stock Series A, 1,000 shares authorized, $0.001 par value, 1,000 and 0 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

 

 

1

 

 

 

1

 

Common stock, 70,000,000 shares authorized, $0.001 par value, 16,785,000 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively

 

 

16,785

 

 

 

16,785

 

Additional paid-in capital

 

 

437,989

 

 

 

437,989

 

Accumulated deficit

 

 

(263,724)

 

 

(277,329)

 

 

 

 

 

 

 

 

 

Total Stockholders' Equity

 

 

191,051

 

 

 

177,446

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Stockholders' Equity

 

$509,624

 

 

$854,405

 

 

 

 

 

 

 

 

 

 

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

 

 

 
4

Table of Contents

 

Reliant Holdings, Inc. and Subsidiary

Consolidated Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

For the Three Months ended

 

 

For the Six Months ended

 

 

 

June 30

 

 

June 30

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue - Pool Sales

 

$411,177

 

 

$380,289

 

 

$986,935

 

 

$1,176,139

 

Revenue - Home Sales

 

 

540,000

 

 

 

-

 

 

 

540,000

 

 

 

-

 

Total Revenue

 

 

951,177

 

 

 

380,289

 

 

 

1,526,935

 

 

 

1,176,139

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold - Pools

 

 

269,622

 

 

 

210,116

 

 

 

543,898

 

 

 

728,972

 

Cost of goods sold - Homes

 

 

451,730

 

 

 

-

 

 

 

451,730

 

 

 

-

 

Cost of goods sold

 

 

721,352

 

 

 

210,116

 

 

 

995,628

 

 

 

728,972

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

 

229,825

 

 

 

170,173

 

 

 

531,307

 

 

 

447,167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

343,528

 

 

 

228,448

 

 

 

506,406

 

 

 

473,901

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

 

(343,528)

 

 

(228,448)

 

 

(506,406)

 

 

(473,901)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

 

(113,703)

 

 

(58,275)

 

 

24,901

 

 

 

(26,734)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

247

 

 

 

127

 

 

 

494

 

 

 

526

 

Interest expense

 

 

(3,135)

 

 

(3,065)

 

 

(11,192)

 

 

(3,722)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

 

(2,888)

 

 

(2,938)

 

 

(10,698)

 

 

(3,196)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

 

(116,591)

 

 

(61,213)

 

 

14,203

 

 

 

(29,930)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax (expense) benefit

 

 

4,895

 

 

 

1,314

 

 

 

(598)

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$(111,696)

 

$(59,899)

 

$13,605

 

 

$(29,930)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share - basic and diluted

 

$(0.01)

 

$(0.00)

 

$0.00

 

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

16,785,000

 

 

 

16,785,000

 

 

 

16,785,000

 

 

 

16,584,443

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 
5

Table of Contents

 

Reliant Holdings, Incand Subsidiaries

Consolidated Statements of Stockholders’ Equity (Deficit)

For the three and six months ended June 30, 2024 and 2023

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Stock

 

 

Common Stock

 

 

Additional

Paid in

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Par Value

 

 

Shares

 

 

Par Value

 

 

Capital

 

 

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance December 31, 2023

 

 

1,000

 

 

$1

 

 

 

16,785,000

 

 

$16,785

 

 

$437,989

 

 

$(277,329)

 

$177,446

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

125,301

 

 

 

125,301

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance March 31, 2024

 

 

1,000

 

 

 

1

 

 

 

16,785,000

 

 

 

16,785

 

 

 

437,989

 

 

 

(152,028)

 

 

302,747

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(111,696)

 

 

(111,696)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance June 30, 2024

 

 

1,000

 

 

$1

 

 

 

16,785,000

 

 

$16,785

 

 

$437,989

 

 

$(263,724)

 

$191,051

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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)

 

 

167,975

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(59,899)

 

 

(59,899)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

Balance June 30, 2023

 

 

1,000

 

 

 

1

 

 

 

16,785,000

 

 

 

16,785

 

 

 

432,164

 

 

 

(340,874)

 

 

108,076

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

  

 
6

Table of Contents

 

 

Reliant Holdings, Inc. and Subsidiary

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

For the Six Months Ended

 

 

 

June 30

 

 

 

2024

 

 

2023

 

Operating Activities

 

 

 

 

 

 

Net income (loss)

 

$13,605

 

 

$(29,930)

Adjustments to reconcile net income to net

 

 

 

 

 

 

 

 

cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

Stock-based compensation

 

 

-

 

 

 

36,000

 

Depreciation

 

 

14,538

 

 

 

7,790

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Accounts receivable

 

 

500

 

 

 

(3,000)

Contract assets

 

 

-

 

 

 

28,890

 

House and real estate inventory

 

 

446,427

 

 

 

(93,127)

Prepaid and other current assets

 

 

-

 

 

 

12,096

 

Right-of-use asset

 

 

13,092

 

 

 

12,695

 

Contract liabilities

 

 

(167,045)

 

 

(251,423)

Accounts payable and accrued liabilities

 

 

(11,243)

 

 

(3,754)

Accrued liabilities - related parties

 

 

14,638

 

 

 

5,500

 

Payments on right-of-use liability

 

 

(13,065)

 

 

-

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

 

311,447

 

 

 

(278,263)

 

 

 

 

 

 

 

 

 

Financing Activities

 

 

 

 

 

 

 

 

Proceeds (repayment) from construction loan

 

 

(220,309)

 

 

29,508

 

Payments on note payable

 

 

(5,848)

 

 

(6,834)

Payments on right-of-use liability

 

 

-

 

 

 

(12,696)

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

 

(226,157)

 

 

9,978

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

85,290

 

 

 

(268,285)

Cash - beginning of period

 

 

309,377

 

 

 

282,621

 

Cash - end of period

 

$394,667

 

 

$14,336

 

 

 

 

 

 

 

 

 

 

Supplemental Disclosures

 

 

 

 

 

 

 

 

Interest paid

 

$11,192

 

 

$3,722

 

Income taxes paid

 

$2,000

 

 

$-

 

 

 

 

 

 

 

 

 

 

Non-cash Disclosures

 

 

 

 

 

 

 

 

Establishment of right-of-use asset

 

$44,486

 

 

$-

 

 

 

 

 

 

 

 

 

 

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 six months ended June 30, 2024 and 2023

(Unaudited)

 

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 intends to construct a custom home. The Company is headquartered in Austin, Texas. In September 2021, we formed Reliant Solar Energy, Inc., a wholly-owned Texas subsidiary.

 

On June 13, 2024 Claude Zdanow via Mount Olympus Ventures, Inc (“Mount Olympus”), purchased the 1,000 shares of Series A Preferred Stock from Elijah May directly. As a result of the transaction there was a change in control of the Company. On June 13, 2024, Elijah May, as the Company’s sole director, resigned from his positions as director, Chief Executive Officer, and President of the Company, effective as of June 13, 2024. Claude Zdanow was appointed as a director of the Company by its Board of Directors, holding the positions of President and Chief Executive Officer.

 

On June 17, 2024, the Company entered into the acquisition of 100% ownership of HLDCO, LLC, a Delaware limited liability company (the “Agreement”). The transaction was by and between the Company and the Members of HLDCO, LLC, which include Mount Olympus Ventures, Inc., Apollo Capital Corp., and M2B Funding Corp. Mount Olympus Ventures, Inc., via the owner Claude Zdanow, has a material relationship with the Company, via his appointment as a director and officer of the Company, and through Mount Olympus Ventures, Inc.’s acquisition of 100% of the Series A Preferred Stock of the Company.

 

The nature and amount of consideration given or received for the assets was  exactly 3,645 shares of newly designated Series B Preferred Stock, par value $0.001 per share, exactly 6,570 shares of newly designated Series C Preferred Stock, par value, $0.001 per share, and exactly 100 shares of Series D Preferred Stock, par value $0.001 to be given to each of the Members of HLDCO, LLC as described in the Agreement.

 

On July 18, 2024, the Company filed the designations for the Series B, Series C, and Series D preferred shares pursuant the Agreement. On July 25, 2024, the Board of Directors issued those shares of respective preferred stock to the members of HLDCO, LLC, to complete the acquisition.

 

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, 2024 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, 2023 and 2022 included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 18, 2024. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year ended December 31, 2024.

 

 
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Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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

 

Revenue for our contracts that satisfy the criteria for over time recognition is 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.

 

 
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Performance Obligations Satisfied at a Point in Time

 

Revenue for our contracts that do not satisfy the criteria for over time recognition is 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, 2024, we had approximately $352,850 of remaining performance obligations on our construction contracts, which we also refer to as backlog. We expect to recognize our backlog as revenue during 2024.

 

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 price 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 was material to our consolidated financial statements for the six months ended June 30, 2024 and 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.

 

 
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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 and $0 at June 30, 2024 and December 31, 2023, respectively, related to Home and Land 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.

 

Land sale revenues 

 

We periodically elect to sell parcels of land to third parties in the event such assets no longer fit into our strategic operating plans or are zoned for commercial or other development. Land sales are generally outright sales of specified land parcels with cash consideration due on the closing date, which is generally when performance obligations are satisfied.

 

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 a trucks, is stated at cost. The Company depreciates the cost of equipment using the straight- line method over the estimated useful lives of the assets. 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 renewals improvements are capitalized. During the six months ended June 30, 2024 and 2023, depreciation expense was $14,538 and $7,790, respectively. The estimated useful lives of the Company vehicles are five years.

 

 
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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, 2024 and 2023, we recorded $0 of impairment charges.    

 

Earnings Per Share

 

In accordance with accounting guidance now codified as ASC Topic 260, Earnings (Loss) per Share,” basic earnings per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income 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, 2024 and 2023.

 

Segment Reporting

 

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company at the consolidated level using information about its revenues, gross profit, income from operations, and other key financial data. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.

 

Recent AccountinPronouncements

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

 

 
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Note 2. Accounts Receivable

 

Accounts receivable consisted of the following:

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Contract receivables

 

$500

 

 

$1,000

 

Less: Allowance for doubtful accounts

 

 

 

 

 

 

Accounts receivable, net

 

$500

 

 

$1,000

 

 

The Company recognized no bad debt expense during the six months ended June 30, 2024 and 2023, respectively.

 

Note 3. Contracts in Process

 

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

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Costs on uncompleted contracts

 

$300,473

 

 

$351,583

 

Estimated earnings

 

 

161,793

 

 

 

123,529

 

 

 

 

462,266

 

 

 

475,112

 

Less: Progress billings

 

 

570,470

 

 

 

750,363

 

Contract liabilities, net

 

$(108,206)

 

$(275,251)

 

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

 

 

 

June 30,

2024

 

 

December 31,

2023

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

$-

 

 

$-

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

(108,206)

 

 

(272,251)

Contract liabilities

 

$(108,206)

 

$(272,251)

 

Note 4. Concentration of Risk

 

The Company had gross revenue from its pool business of $986,935 and $1,176,139, for the six months ended June 30, 2024 and 2023, respectively. There were four customers representing more than 10% of gross revenue for the six months ended June 30, 2024, representing 69% of total revenue.  There were five customers representing more than 10% of gross revenue for the six months ended June 30, 2023, representing 67% of total revenue.

 

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 $0 and $18,000, for the six months ended June 30, 2024 and 2023, respectively. In addition, during the year ended December 31, 2023, the Company paid $50,000 of the accrued bonus compensation to Mr. Chavez. As of June 30, 2024 and December 31, 2023, the Company has accrued a total of $16,000 in accrued bonus compensation.

 

 
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The Company accrued $37,500 in commission expenses to its Prior CEO and sole board member, Mr. May, for services performed during the year ended December 31, 2023. During the six months ended June 30, 2024, the Company paid Mr. May a Commission of $54,500 upon the final sale of the custom house in addition to repayment of the $37,500 in accrued commission. During the six months ended June 30, 2023, the Company accrued $52,138 in commission for completed pools. As of June 30, 2024 and December 31, 2023, the Company has accrued a total of $52,138 and $37,500 in accrued commission compensation to its Former CEO.

 

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.

 

On June 13, 2024 Claude Zdanow purchased the 1,000 shares of Series A Preferred Stock from Elijah May directly. As a result of the transaction there was a change in control of the Company.

 

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.

 

 
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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.

 

 
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There were no common stock transactions during the six months ended June 30, 2024

 

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. On March 8, 2024, the company extended the office lease for a term of 20 months through November 30, 2025. The monthly rental cost for the period from April 1, 2024 to March 31, 2025 is $2,320 and for the rental cost for the period from April 1, 2024 to November 30, 2025 is $2,400.

 

The components of lease expense were as follows:

 

 

 

For the Six Months

 

 

 

Ended

 

 

 

June 30,

 

 

 

2024

 

 

2023

 

Right of Use (ROU) Operating lease cost:

 

 

 

 

 

 

Amortization of assets

 

$13,093

 

 

$12,695

 

Interest on lease liabilities

 

 

1,627

 

 

 

880

 

Total net lease cost

 

$14,720

 

 

$13,575

 

 

Supplemental balance sheet information related to leases was as follows:

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Operating lease:

 

 

 

 

 

 

ROU Real Estate Asset

 

$44,486

 

 

$50,825

 

Accumulated amortization

 

 

(6,377)

 

 

(44,110 )

Right of Use, net

 

$38,109

 

 

$6,715

 

 

 

 

 

 

 

 

 

 

Current portion of lease liabilities

 

$26,394

 

 

$6,783

 

Noncurrent lease liabilities

 

 

11,810

 

 

 

-

 

Total lease liabilities

 

$38,204

 

 

$6,783

 

 

 

 

 

 

 

 

 

 

Weighted average remaining lease term:

 

 

 

 

 

 

 

 

Operating leases

 

1.42 years

 

 

0.25 years

 

 

 

 

 

 

 

 

 

 

Weighted average discount rate:

 

 

 

 

 

 

 

 

Operating lease

 

 

6.40%

 

 

6.40%

 

 
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Note 8. Note Payable

 

 

 

June 30, 2024

 

 

December 31, 2023

 

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

 

$-

 

 

$1,254

 

 

 

 

 

 

 

 

 

 

Term note with a bank secured by car, payable in monthly installments of $939, including interest at 6.79% through October 4, 2030

 

 

56,390

 

 

 

60,984

 

 

 

 

 

 

 

 

 

 

Total long-term debt

 

 

56,390

 

 

 

62,238

 

Less: current portion

 

 

(7,650)

 

 

(8,580)

Long-term debt net of current portion

 

$48,740

 

 

$53,658

 

 

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, and effective on October 28, 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 April 28, 2024. Effective on April 28, 2024, 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 July 28, 2024. Amounts borrowed under the loan bear interest at the rate of 8.75% after the most recent modification, 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. On May 17, 2024, the Company closed on the sale of the custom home and was able to repay the balance of the construction loan in full along with all interest. As of June 30, 2024, the Company had $0 amounts owed under the construction loan. For the six months ended June 30, 2024, the Company paid $10,048 in interest expense on the loan, with no amount accrued as of June 30, 2024.

 

Note 10. Subsequent events

 

On June 17, 2024, the Company entered into the acquisition of 100% ownership of HLDCO, LLC, a Delaware limited liability company (the “Agreement”). The transaction was by and between the Company and the Members of HLDCO, LLC, which include Mount Olympus Ventures, Inc., Apollo Capital Corp., and M2B Funding Corp. Mount Olympus Ventures, Inc., via the owner Claude Zdanow, has a material relationship with the Company, via his appointment as a director and officer of the Company, and through Mount Olympus Ventures, Inc.’s acquisition of 100% of the Series A Preferred Stock of the Company.

 

The nature and amount of consideration given or received for the assets was  exactly 3,645 shares of newly designated Series B Preferred Stock, par value $0.001 per share, exactly 6,570 shares of newly designated Series C Preferred Stock, par value, $0.001 per share, and exactly 100 shares of Series D Preferred Stock, par value $0.001 to be given to each of the Members of HLDCO, LLC as described in the Agreement.

 

On July 18, 2024, the Company filed the designations for the Series B, Series C, and Series D preferred shares pursuant the Agreement. On July 25, 2024, the Board of Directors issued those shares of respective preferred stock to the members of HLDCO, LLC, to complete the acquisition

 

 
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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, 2023, filed with the Securities and Exchange Commission on April 18, 2024 (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.

 

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

 

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 six months ended June 30, 2024 and 2023.

 

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 8605 Santa Monica Boulevard, PMB 36522, Los Angeles, CA 90069, 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 has engaged a consultant in connection with custom home builder services, and has purchased land located in Lago Vista, Texas, in the Texas Hill Country, outside of Austin, Texas, on which it has started constructing a custom home which it then plans to sell. Current plans are for the custom home to be approximately 2,300 square feet. In April 2020, the Company obtained a construction loan for $221,000 for the construction costs associated with the build, of which $186,404 was outstanding as of December 31, 2022 and $220,309 was outstanding as of December 31, 2023, which funds were used for building materials purchases. The loan has been renewed and has been extended through July 28, 2024. On May 17, 2024, the Company closed on the sale of the custom home for net proceeds of $495,049 after deducting commissions and other fees.

 

We currently anticipate building custom homes on a build-to-order basis where we do not begin construction of the home until we have a signed contract with a customer. However, we may in the future also build speculative (“spec”) homes, which would allow us to compete with existing homes available in the market, especially for homebuyers that require a home within a short time frame.

 

 
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We intend on winding down the custom homes business during the 3rd quarter.

 

Onar

 

On July 25, 2024, we acquired HLDCO, LLC and its wholly owned subsidiary, Integrum Group, LLC, which is currently undergoing a name change and rebranding (“ONAR”).  ONAR, a leading marketing agency group, brings extensive expertise and a dynamic business model that will help enhance our market value. ONAR provides a host of services specifically focused on middle-market companies that need the flexibility of both specialized and holistic marketing services. ONAR currently operates three wholly owned and highly specialized marketing agencies: Storia, an artificial intelligence-enabled digital performance marketing agency; VMED, a healthcare marketing agency; and Chalk, an experiential marketing agency.

 

As a network of marketing agencies, ONAR is structured for strategic mergers and acquisitions. Beyond organic growth, ONAR capitalizes on the rising cost of capital and decreasing multiples for marketing agency owners. Agencies acquired by ONAR can leverage our platform and resources to monetize their business better and lower their expenses. Additionally, by leveraging public equities, we offer sellers/partners the chance to secure future liquidity at higher valuations, backed by our extensive experience, making it attractive for them to join the ONAR family.

 

ONAR’s agencies currently serve B2B and B2C clients across diverse industries, including consumer products, manufacturing, business services, technology, e-commerce, healthcare, and more. The top productized services offered by ONAR agencies include paid digital advertising, search engine optimization, conversion rate optimization, web development, creative, field marketing, and experiential marketing.

 

Results of operations for ONAR will be reflected in the third quarter.

 

Plan of Operations

 

We had working capital of $137,144 as of June 30, 2024. 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 closed on the sale of our custom home. 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, as discussed in greater detail below under “Review of Strategic Alternatives”.

 

Results of Operations

 

For the Three Months Ended June 30, 2024, compared to the Three Months Ended June 30, 2023

 

We had revenue of $951,177 for the three months ended June 30, 2024, compared to revenue of $380,289 for the three months ended June 30, 2023, an increase of $570,888 or 150.1% from the prior period. We recognize revenue based on the percentage that a job is complete rather than upon completion for our Pools business. 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 increased to $411,177 during the current period from $380,289 due to an increase in pools completed in the current period. In addition, we have revenues of $540,000 from the sale of our first custom home which closed in the three months ended June 30, 2024. We had no comparable sales in the same period 2023.

 

 
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We had cost of goods sold of $721,352 for the three months ended June 30, 2024, compared to cost of goods sold of $210,116 for the three months ended June 30, 2023, an increase of $511,236 or 243.3% from the prior period.

 

Our cost of goods sold related to our pool business increased by $59,506 during the three months ended June 30, 2024 compared to the three months ended June 30, 2023.  For the six months ended June 30, 2024, we had costs of goods sold related to custom homes of $451,730. We had no cost of goods sold related to custom homes for the six months ended June 30, 2023.

 

Cost of goods sold of our pool business 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.

 

Cost of goods sold of our home business represents our home construction costs, including land, outsourced labor, building materials, paint and finishings, and related closing costs. We do not expect to incur similar costs in the future as we wind down our home business.

 

We had a gross margin of $229,825 for the three months ended June 30, 2024, compared to a gross margin of $170,173 for the three months ended June 30, 2023, an increase of $59,652 or 35.1% from the prior period due to the reasons described above. Gross margin as a percentage of revenue was 24.2% and 44.7% for the three months ended June 30, 2024, and 2023, respectively.  Gross margin for our pool business as a percentage of revenue was 34.4% and 44.7% for the three months ended June 30, 2024, and 2023, respectively

 

We had operating expenses consisting solely of general and administrative expenses of $343,528 for the three months ended June 30, 2024, compared to operating expenses consisting solely of general and administrative expenses of $228,448 for the three months ended June 30, 2023, representing an increase of $115,080 or 50.4%. This increase was related to commission paid upon closing of the custom home.

 

For both the three months ended June 30, 2024 and June 30, 2023, we had nominal income from interest.

 

We had interest expense of $3,135 for the three months ended June 30, 2024, compared to interest expense of $3,065 for the three months ended June, 30 2023, 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 net loss of $111,696 for the three months ended June 30, 2024, compared to a net loss of $59,899 for the three months ended June 30, 2023, an increase in net loss of $51,797 mainly due to increased operating expenses derived from custom home sales.

 

For the Six Months Ended June 30, 2024, compared to the Six Months Ended June 30, 2023

 

We had revenue of $1,526,935 for the six months ended June 30, 2024, compared to revenue of $1,176,139 for the six months ended June 30, 2023, an increase of $350,796 or 29.8% from the prior period. We recognize revenue of our pools business 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 to 986,935 during the current period compared to $1,176,139 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. In addition, we have revenues of $540,000 from the sale of our first custom home which closed in the six months ended June 30, 2024. We had no comparable sales in the same period 2023.

 

 
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We had cost of goods sold of $995,628 for the six months ended June 30, 2024, compared to cost of goods sold of $728,972 for the six months ended June 30, 2023, an increase of $266,656 or 36.6% from the prior period.

 

Although our cost of goods sold related to our pool business actually decreased by $185,074, we had no cost of goods sold related to custom homes for the six months ended June 30, 2023. For the six months ended June 30, 2024, we had costs of goods sold related to custom homes of $451,730.

 

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 $531,307 for the six months ended June 30, 2024, compared to a gross margin of $447,167 for the six months ended June 30, 2023, an increase of $84,140 or 18.8% from the prior period due to the reasons described above. Gross margin as a percentage of revenue was 34.8% and 38.0% for the six months ended June 30, 2024, and 2023, respectively. Gross margin for our pool business as a percentage of revenue was 34.4% and 44.7% for the three months ended June 30, 2024, and 2023, respectively

 

We had operating expenses consisting solely of general and administrative expenses of $506,406 for the six months ended June 30, 2024, compared to operating expenses consisting solely of general and administrative expenses of $473,901 for the six months ended June 30, 2023. This was a nominal change in our general and administrative expenses.

 

For both the six months ended June 30, 2024 and June 30, 2023, we had nominal income from interest.

 

We had interest expense of $11,192 for the six months ended June 30, 2024, compared to interest expense of $3,722 for the six months ended June, 30 2023, 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 net income of $13,605 for the six months ended June 30, 2024, compared to a net loss of $29,930 for the six months ended June 30, 2023, an increase in net income of $43,535 mainly due to increased revenues derived from custom home sales.

 

Liquidity and Capital Resources

 

We had total assets of $509,624 as of June 30, 2024, consisting of total current assets of $395,167, which included cash of $394,667 and accounts receivable of $500. We also had net equipment assets of 76,348 and right-of-use asset of 38,109. Equipment relates to the vehicle discussed below.

 

We had total liabilities of $318,573 as of June 30, 2024, which included current liabilities of $258,023, including accounts payable and accrued liabilities of $47,635, accrued liabilities related parties of $68,138, contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted jobs of $108,206, current portion of note payable of $7,650, and current portion of right-of-use liability of $26,394, and long-term liabilities consisting of a long-term note payable, net of current portion, of $48,740 relating to certain vehicles (discussed below) and $11,810 of right-of-use liability.

 

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.

 

 
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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 bears interest at the rate of 6.25% per annum and is currently due on April 28, 2024. On May 17, 2024, the Company closed on the sale of the custom home and was able to repay the balance of the construction loan in full along with all interest. As of June 30, 2024, the Company had $0 amounts owed under the construction loan.

 

We had working capital of $137,144 as of June 30, 2024, compared to working capital of $133,503 as of December 31, 2023.

 

We had $311,447 of net cash provided by operating activities for the six months ended June 30, 2024, as compared to $278,263 of net cash used in operating activities for the six months ended June 30, 2023. Net cash provided by operating activities for the 2024 period was mainly due to net income of $13,605 and $446,427 from the sale of house and real estate inventory offset by $167,045 in contract liabilities.  For the 2023 period, net cash used in operating activities was mainly due to a loss of 29,930 and $251,423 in contract liabilities mainly offset by $36,000 in stock based compensation and contract assets of $28,900.

 

We had $226,157 of cash used in financing activities for the six months ended June 30, 2024, which was due $220,309 in repayment of the construct loan and $5,848 from payments on the notes payable.  We had $9,978 of net cash provided by financing activities for the six months ended June 30, 2023, which was due to $29,508 of proceeds from construction loan offset by 6,834 of payments on note payable and $12,696 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.

 

Review of Strategic Alternatives

 

The costs and expenses of our public reporting obligations are material, and materially affect our quarterly results of operations and profitability. As a result, the Company has initiated a formal review process to evaluate strategic alternatives for the Company. Mr. Zdanow, as sole officer and director, is committed to acting in the best interests of the Company, its stockholders and its stakeholders.

 

In the future, we or our majority stockholders (including Claude Zdanow, 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 definitive binding acquisition agreements with any such parties to date, in the event that we do enter into such a definitive binding 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 acquisition 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.

 

 
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There is no deadline or definitive timetable set for completion of the strategic alternatives review process and there can be no assurance that this process will result in the Company pursuing a transaction or any other strategic outcome. The Company does not intend to make any further public comment regarding the review of strategic alternatives until it has been completed or the Company determines that a disclosure is required by law or otherwise deemed appropriate.

 

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 2023 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.

 

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, 2024, 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, 2024, 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.  There were no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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, 2024. 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, 2023, as filed with the SEC on April 18, 2024, 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 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 Claude Zdanow, 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 definitive binding acquisition agreements with any such parties to date, in the event that we do enter into such a definitive binding 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 acquisition 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.

 

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, 2024 and from the period from April 1, 2024 to the filing date of this Report.

 

 
25

Table of Contents

 

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.

 

(c) Rule 10b5-1(c) Trading Plans. Our director and executive officer mayfrom time to time enter into plans or other arrangements for the purchase or sale of our shares that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or mayrepresent a non-Rule 10b5-1 trading arrangement under the Exchange Act. During the quarter endedMarch 31, 2024,none of the Company’s directors or officers (as defined in Rule 16a-1(f)) adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

 

 
26

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

 

Paycheck Protection Program Promissory Note and Agreement dated May 4, 2020 by and between Wells Fargo Bank N.A. and Reliant Pools, Inc., evidencing the loan of $51,113

 

 

10-Q

 

10.12

 

5/19/2020

 

000-56012

10.9†

 

Lock-Up Agreement dated January 27, 2021, between Reliant Holdings, Inc. and Michael Chavez

 

 

10-K

 

10.9

 

3/31/2021

000-56012

 

10.10†

 

Reliant Holdings, Inc. 2021 Equity Incentive Plan

 

 

8-K

 

10.2

 

6/17/2021

000-56012

 

10.11†

 

Form of 2021 Equity Incentive Plan Option Award Grant Agreement

 

 

S-8

 

4.1

 

8/3/2021

333-258392

 

10.12†

 

Form of 2021 Equity Incentive Plan Restricted Stock Grant Agreement

 

 

S-8

 

4.2

 

8/3/2021

333-258392

 

10.13

 

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

 

10.14

 

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

 

10.15

 

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

 

10.16

 

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

 

10.17

 

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

 

5/18/2023

 

000-56012

 

14.1

 

Code of Ethics and Code of Conduct

 

 

 

S-1

 

14.1

 

10/27/2016

 

333-214274

 

16.1

 

Letter from PWR CPA, LLP, dated November 15, 2023

 

 

 

8-K

 

16.1

 

11/15/2023

 

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 Quarterly Report on Form 10-Q included in the Exhibit 101 Inline XBRL Document Set

 

 

 

 

 

 

 

 

 

* Filed herewith.

** Furnished Herewith.

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

 

 
27

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: August XX, 2024

By:

/s/ Claude Zdanow

 

 

 

Claude Zdanow

 

 

 

Chief Executive Officer and President

 

 

 

(Principal Executive Officer and Principal Financial/Accounting Officer)

 

 

 

28

 

 

nullnullv3.24.2.u1
Cover - shares
6 Months Ended
Jun. 30, 2024
Aug. 14, 2024
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, 2024  
Entity Filer Category Non-accelerated Filer  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2024  
Entity Common Stock Shares Outstanding   16,785,000
Document Quarterly Report true  
Document Transition Report false  
Entity File Number 000-56012  
Entity Incorporation State Country Code NV  
Entity Tax Identification Number 47-2200506  
Entity Address Address Line 1 8605 Santa Monica Boulevard  
Entity Address Address Line 2 PMB 36522  
Entity Address City Or Town Los Angeles  
Entity Address State Or Province CA  
Entity Address Postal Zip Code 90069  
City Area Code 213  
Local Phone Number 437-3081  
Entity Interactive Data Current Yes  
v3.24.2.u1
Consolidated Balance Sheets - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Current Assets    
Cash $ 394,667 $ 309,377
Accounts receivable 500 1,000
House and real estate inventory 0 446,427
Total current assets 395,167 756,804
Equipment, net 76,348 90,886
Right-of-use asset 38,109 6,715
Total Assets 509,624 854,405
Current Liabilities    
Accounts payable and accrued liabilities 47,635 58,878
Accrued liabilities - related parties 68,138 53,500
Contract liabilities 108,206 275,251
Construction Loan 0 220,309
Current portion of note payable 7,650 8,580
Current portion of right-of-use liability 26,394 6,783
Total current liabilities 258,023 623,301
Long-term note payable, net of current portion 48,740 53,658
Right-of-use liability 11,810 0
Total Liabilities 318,573 676,959
Stockholders' Equity    
Preferred stock, value 0 0
Common stock, 70,000,000 shares authorized, $0.001 par value, 16,785,000 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively 16,785 16,785
Additional paid-in capital 437,989 437,989
Accumulated deficit (263,724) (277,329)
Total Stockholders' Equity 191,051 177,446
Total Liabilities and Stockholders' Equity 509,624 854,405
Series A Preferred Stock [Member]    
Stockholders' Equity    
Preferred stock, value $ 1 $ 1
v3.24.2.u1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2024
Dec. 31, 2023
Preferred stock, par value $ 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 $ 0.001 $ 0.001
Common stock, shares authorized 70,000,000 70,000,000
Common stock, shares issued 16,785,000 16,785,000
Common stock, shares outstanding 16,785,000 16,785,000
Series A Preferred Stock [Member]    
Preferred stock, par value $ 0.001 $ 0.001
Preferred stock, shares authorized 1,000 1,000
Preferred stock, shares issued 1,000 0
Preferred stock, shares outstanding 1,000 0
v3.24.2.u1
Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Consolidated Statements of Operations (Unaudited)        
Revenue - Pool Sales $ 411,177 $ 380,289 $ 986,935 $ 1,176,139
Revenue - Home Sales 540,000 0 540,000 0
Total Revenue 951,177 380,289 1,526,935 1,176,139
Cost of goods sold - Pools 269,622 210,116 543,898 728,972
Cost of goods sold - Homes 451,730 0 451,730 0
Cost of goods sold 721,352 210,116 995,628 728,972
Gross margin 229,825 170,173 531,307 447,167
Operating expenses        
General and administrative 343,528 228,448 506,406 473,901
Total operating expenses (343,528) (228,448) (506,406) (473,901)
Income (loss) from operations (113,703) (58,275) 24,901 (26,734)
Other income (expense)        
Interest income 247 127 494 526
Interest expense (3,135) (3,065) (11,192) (3,722)
Total other income (expense) (2,888) (2,938) (10,698) (3,196)
Income (loss) before income taxes (116,591) (61,213) 14,203 (29,930)
Income tax (expense) benefit 4,895 1,314 (598) 0
Net income (loss) $ (111,696) $ (59,899) $ 13,605 $ (29,930)
Net income (loss) per share - basic and diluted $ (0.01) $ (0.00) $ 0.00 $ (0.00)
Weighted average common shares outstanding 16,785,000 16,785,000 16,785,000 16,584,443
v3.24.2.u1
Consolidated Statements of Stockholders Equity (Deficit) (Unaudited) - USD ($)
Total
Preferred Stock
Common Stock
Additional Paid-In Capital
Accumulated Deficit
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)
Shares issued for services, shares     400,000    
Shares issued for services, amount 36,000   $ 400 35,600 0
Net income (loss) 29,969 $ 0 $ 0 0 29,969
Balance, shares at Mar. 31, 2023   1,000 16,785,000    
Balance, amount at Mar. 31, 2023 167,975 $ 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 167,975 $ 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)
Balance, shares at Dec. 31, 2023   1,000 16,785,000    
Balance, amount at Dec. 31, 2023 177,446 $ 1 $ 16,785 437,989 (277,329)
Net income (loss) 125,301 $ 0 $ 0 0 125,301
Balance, shares at Mar. 31, 2024   1,000 16,785,000    
Balance, amount at Mar. 31, 2024 302,747 $ 1 $ 16,785 437,989 (152,028)
Balance, shares at Dec. 31, 2023   1,000 16,785,000    
Balance, amount at Dec. 31, 2023 177,446 $ 1 $ 16,785 437,989 (277,329)
Net income (loss) 13,605        
Balance, shares at Jun. 30, 2024   1,000 16,785,000    
Balance, amount at Jun. 30, 2024 191,051 $ 1 $ 16,785 437,989 (263,724)
Balance, shares at Mar. 31, 2024   1,000 16,785,000    
Balance, amount at Mar. 31, 2024 302,747 $ 1 $ 16,785 437,989 (152,028)
Net income (loss) (111,696) $ 0 $ 0 0 (111,696)
Balance, shares at Jun. 30, 2024   1,000 16,785,000    
Balance, amount at Jun. 30, 2024 $ 191,051 $ 1 $ 16,785 $ 437,989 $ (263,724)
v3.24.2.u1
Consolidated Statements of Cash Flows (Unaudited) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Operating Activities    
Net income (loss) $ 13,605 $ (29,930)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:    
Stock-based compensation 0 36,000
Depreciation 14,538 7,790
Changes in operating assets and liabilities:    
Accounts receivable 500 (3,000)
Contract assets 0 28,890
House and real estate inventory 446,427 (93,127)
Prepaid and other current assets 0 12,096
Right-of-use asset 13,092 12,695
Contract liabilities (167,045) (251,423)
Accounts payable and accrued liabilities (11,243) (3,754)
Accrued liabilities - related parties 14,638 5,500
Payments on right-of-use liability (13,065) 0
Net cash provided by (used in) operating activities 311,447 (278,263)
Financing Activities    
Proceeds from construction loan (220,309) 29,508
Payments on note payable (5,848) (6,834)
Payments on right-of-use liability 0 (12,696)
Net cash provided by (used in) financing activities (226,157) 9,978
Net change in cash 85,290 (268,285)
Cash - beginning of period 309,377 282,621
Cash - end of period 394,667 14,336
Supplemental Disclosures    
Interest paid 11,192 3,722
Income taxes paid 2,000 0
Non-cash Disclosures    
Establishment of right-of-use asset $ 44,486 $ 0
v3.24.2.u1
The Company and Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2024
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 intends to construct a custom home. The Company is headquartered in Austin, Texas. In September 2021, we formed Reliant Solar Energy, Inc., a wholly-owned Texas subsidiary.

 

On June 13, 2024 Claude Zdanow via Mount Olympus Ventures, Inc (“Mount Olympus”), purchased the 1,000 shares of Series A Preferred Stock from Elijah May directly. As a result of the transaction there was a change in control of the Company. On June 13, 2024, Elijah May, as the Company’s sole director, resigned from his positions as director, Chief Executive Officer, and President of the Company, effective as of June 13, 2024. Claude Zdanow was appointed as a director of the Company by its Board of Directors, holding the positions of President and Chief Executive Officer.

 

On June 17, 2024, the Company entered into the acquisition of 100% ownership of HLDCO, LLC, a Delaware limited liability company (the “Agreement”). The transaction was by and between the Company and the Members of HLDCO, LLC, which include Mount Olympus Ventures, Inc., Apollo Capital Corp., and M2B Funding Corp. Mount Olympus Ventures, Inc., via the owner Claude Zdanow, has a material relationship with the Company, via his appointment as a director and officer of the Company, and through Mount Olympus Ventures, Inc.’s acquisition of 100% of the Series A Preferred Stock of the Company.

 

The nature and amount of consideration given or received for the assets was  exactly 3,645 shares of newly designated Series B Preferred Stock, par value $0.001 per share, exactly 6,570 shares of newly designated Series C Preferred Stock, par value, $0.001 per share, and exactly 100 shares of Series D Preferred Stock, par value $0.001 to be given to each of the Members of HLDCO, LLC as described in the Agreement.

 

On July 18, 2024, the Company filed the designations for the Series B, Series C, and Series D preferred shares pursuant the Agreement. On July 25, 2024, the Board of Directors issued those shares of respective preferred stock to the members of HLDCO, LLC, to complete the acquisition.

 

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, 2024 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, 2023 and 2022 included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 18, 2024. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year ended December 31, 2024.

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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

 

Revenue for our contracts that satisfy the criteria for over time recognition is 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

 

Revenue for our contracts that do not satisfy the criteria for over time recognition is 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, 2024, we had approximately $352,850 of remaining performance obligations on our construction contracts, which we also refer to as backlog. We expect to recognize our backlog as revenue during 2024.

 

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 price 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 was material to our consolidated financial statements for the six months ended June 30, 2024 and 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 and $0 at June 30, 2024 and December 31, 2023, respectively, related to Home and Land 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.

 

Land sale revenues 

 

We periodically elect to sell parcels of land to third parties in the event such assets no longer fit into our strategic operating plans or are zoned for commercial or other development. Land sales are generally outright sales of specified land parcels with cash consideration due on the closing date, which is generally when performance obligations are satisfied.

 

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 a trucks, is stated at cost. The Company depreciates the cost of equipment using the straight- line method over the estimated useful lives of the assets. 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 renewals improvements are capitalized. During the six months ended June 30, 2024 and 2023, depreciation expense was $14,538 and $7,790, respectively. The estimated useful lives of the Company vehicles are five years.

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, 2024 and 2023, we recorded $0 of impairment charges.    

 

Earnings Per Share

 

In accordance with accounting guidance now codified as ASC Topic 260, Earnings (Loss) per Share,” basic earnings per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income 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, 2024 and 2023.

 

Segment Reporting

 

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company at the consolidated level using information about its revenues, gross profit, income from operations, and other key financial data. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.

 

Recent AccountinPronouncements

 

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

v3.24.2.u1
Accounts Receivable
6 Months Ended
Jun. 30, 2024
Accounts Receivable  
Accounts Receivable

Note 2. Accounts Receivable

 

Accounts receivable consisted of the following:

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Contract receivables

 

$500

 

 

$1,000

 

Less: Allowance for doubtful accounts

 

 

 

 

 

 

Accounts receivable, net

 

$500

 

 

$1,000

 

 

The Company recognized no bad debt expense during the six months ended June 30, 2024 and 2023, respectively.

v3.24.2.u1
Contracts in Process
6 Months Ended
Jun. 30, 2024
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,

 

 

 

2024

 

 

2023

 

Costs on uncompleted contracts

 

$300,473

 

 

$351,583

 

Estimated earnings

 

 

161,793

 

 

 

123,529

 

 

 

 

462,266

 

 

 

475,112

 

Less: Progress billings

 

 

570,470

 

 

 

750,363

 

Contract liabilities, net

 

$(108,206)

 

$(275,251)

 

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

 

 

 

June 30,

2024

 

 

December 31,

2023

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

$-

 

 

$-

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

(108,206)

 

 

(272,251)

Contract liabilities

 

$(108,206)

 

$(272,251)
v3.24.2.u1
Concentration of Risk
6 Months Ended
Jun. 30, 2024
Concentration of Risk  
Concentration of Risk

Note 4. Concentration of Risk

 

The Company had gross revenue from its pool business of $986,935 and $1,176,139, for the six months ended June 30, 2024 and 2023, respectively. There were four customers representing more than 10% of gross revenue for the six months ended June 30, 2024, representing 69% of total revenue.  There were five customers representing more than 10% of gross revenue for the six months ended June 30, 2023, representing 67% of total revenue.

v3.24.2.u1
Related Party Transactions
6 Months Ended
Jun. 30, 2024
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 $0 and $18,000, for the six months ended June 30, 2024 and 2023, respectively. In addition, during the year ended December 31, 2023, the Company paid $50,000 of the accrued bonus compensation to Mr. Chavez. As of June 30, 2024 and December 31, 2023, the Company has accrued a total of $16,000 in accrued bonus compensation.

The Company accrued $37,500 in commission expenses to its Prior CEO and sole board member, Mr. May, for services performed during the year ended December 31, 2023. During the six months ended June 30, 2024, the Company paid Mr. May a Commission of $54,500 upon the final sale of the custom house in addition to repayment of the $37,500 in accrued commission. During the six months ended June 30, 2023, the Company accrued $52,138 in commission for completed pools. As of June 30, 2024 and December 31, 2023, the Company has accrued a total of $52,138 and $37,500 in accrued commission compensation to its Former CEO.

v3.24.2.u1
Equity
6 Months Ended
Jun. 30, 2024
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.

 

On June 13, 2024 Claude Zdanow purchased the 1,000 shares of Series A Preferred Stock from Elijah May directly. As a result of the transaction there was a change in control of the Company.

 

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.

There were no common stock transactions during the six months ended June 30, 2024

v3.24.2.u1
Leases
6 Months Ended
Jun. 30, 2024
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. On March 8, 2024, the company extended the office lease for a term of 20 months through November 30, 2025. The monthly rental cost for the period from April 1, 2024 to March 31, 2025 is $2,320 and for the rental cost for the period from April 1, 2024 to November 30, 2025 is $2,400.

 

The components of lease expense were as follows:

 

 

 

For the Six Months

 

 

 

Ended

 

 

 

June 30,

 

 

 

2024

 

 

2023

 

Right of Use (ROU) Operating lease cost:

 

 

 

 

 

 

Amortization of assets

 

$13,093

 

 

$12,695

 

Interest on lease liabilities

 

 

1,627

 

 

 

880

 

Total net lease cost

 

$14,720

 

 

$13,575

 

 

Supplemental balance sheet information related to leases was as follows:

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Operating lease:

 

 

 

 

 

 

ROU Real Estate Asset

 

$44,486

 

 

$50,825

 

Accumulated amortization

 

 

(6,377)

 

 

(44,110 )

Right of Use, net

 

$38,109

 

 

$6,715

 

 

 

 

 

 

 

 

 

 

Current portion of lease liabilities

 

$26,394

 

 

$6,783

 

Noncurrent lease liabilities

 

 

11,810

 

 

 

-

 

Total lease liabilities

 

$38,204

 

 

$6,783

 

 

 

 

 

 

 

 

 

 

Weighted average remaining lease term:

 

 

 

 

 

 

 

 

Operating leases

 

1.42 years

 

 

0.25 years

 

 

 

 

 

 

 

 

 

 

Weighted average discount rate:

 

 

 

 

 

 

 

 

Operating lease

 

 

6.40%

 

 

6.40%
v3.24.2.u1
Note Payable
6 Months Ended
Jun. 30, 2024
Note Payable  
Note Payable

Note 8. Note Payable

 

 

 

June 30, 2024

 

 

December 31, 2023

 

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

 

$-

 

 

$1,254

 

 

 

 

 

 

 

 

 

 

Term note with a bank secured by car, payable in monthly installments of $939, including interest at 6.79% through October 4, 2030

 

 

56,390

 

 

 

60,984

 

 

 

 

 

 

 

 

 

 

Total long-term debt

 

 

56,390

 

 

 

62,238

 

Less: current portion

 

 

(7,650)

 

 

(8,580)

Long-term debt net of current portion

 

$48,740

 

 

$53,658

 

v3.24.2.u1
Construction Loan
6 Months Ended
Jun. 30, 2024
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, and effective on October 28, 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 April 28, 2024. Effective on April 28, 2024, 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 July 28, 2024. Amounts borrowed under the loan bear interest at the rate of 8.75% after the most recent modification, 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. On May 17, 2024, the Company closed on the sale of the custom home and was able to repay the balance of the construction loan in full along with all interest. As of June 30, 2024, the Company had $0 amounts owed under the construction loan. For the six months ended June 30, 2024, the Company paid $10,048 in interest expense on the loan, with no amount accrued as of June 30, 2024.

v3.24.2.u1
Subsequent Events
6 Months Ended
Jun. 30, 2024
Subsequent Events  
Subsequent Events

Note 10. Subsequent events

 

On June 17, 2024, the Company entered into the acquisition of 100% ownership of HLDCO, LLC, a Delaware limited liability company (the “Agreement”). The transaction was by and between the Company and the Members of HLDCO, LLC, which include Mount Olympus Ventures, Inc., Apollo Capital Corp., and M2B Funding Corp. Mount Olympus Ventures, Inc., via the owner Claude Zdanow, has a material relationship with the Company, via his appointment as a director and officer of the Company, and through Mount Olympus Ventures, Inc.’s acquisition of 100% of the Series A Preferred Stock of the Company.

 

The nature and amount of consideration given or received for the assets was  exactly 3,645 shares of newly designated Series B Preferred Stock, par value $0.001 per share, exactly 6,570 shares of newly designated Series C Preferred Stock, par value, $0.001 per share, and exactly 100 shares of Series D Preferred Stock, par value $0.001 to be given to each of the Members of HLDCO, LLC as described in the Agreement.

 

On July 18, 2024, the Company filed the designations for the Series B, Series C, and Series D preferred shares pursuant the Agreement. On July 25, 2024, the Board of Directors issued those shares of respective preferred stock to the members of HLDCO, LLC, to complete the acquisition

v3.24.2.u1
The Company and Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2024
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 intends to construct a custom home. The Company is headquartered in Austin, Texas. In September 2021, we formed Reliant Solar Energy, Inc., a wholly-owned Texas subsidiary.

 

On June 13, 2024 Claude Zdanow via Mount Olympus Ventures, Inc (“Mount Olympus”), purchased the 1,000 shares of Series A Preferred Stock from Elijah May directly. As a result of the transaction there was a change in control of the Company. On June 13, 2024, Elijah May, as the Company’s sole director, resigned from his positions as director, Chief Executive Officer, and President of the Company, effective as of June 13, 2024. Claude Zdanow was appointed as a director of the Company by its Board of Directors, holding the positions of President and Chief Executive Officer.

 

On June 17, 2024, the Company entered into the acquisition of 100% ownership of HLDCO, LLC, a Delaware limited liability company (the “Agreement”). The transaction was by and between the Company and the Members of HLDCO, LLC, which include Mount Olympus Ventures, Inc., Apollo Capital Corp., and M2B Funding Corp. Mount Olympus Ventures, Inc., via the owner Claude Zdanow, has a material relationship with the Company, via his appointment as a director and officer of the Company, and through Mount Olympus Ventures, Inc.’s acquisition of 100% of the Series A Preferred Stock of the Company.

 

The nature and amount of consideration given or received for the assets was  exactly 3,645 shares of newly designated Series B Preferred Stock, par value $0.001 per share, exactly 6,570 shares of newly designated Series C Preferred Stock, par value, $0.001 per share, and exactly 100 shares of Series D Preferred Stock, par value $0.001 to be given to each of the Members of HLDCO, LLC as described in the Agreement.

 

On July 18, 2024, the Company filed the designations for the Series B, Series C, and Series D preferred shares pursuant the Agreement. On July 25, 2024, the Board of Directors issued those shares of respective preferred stock to the members of HLDCO, LLC, to complete the acquisition.

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, 2024 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, 2023 and 2022 included in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 18, 2024. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year ended December 31, 2024.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of 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

 

Revenue for our contracts that satisfy the criteria for over time recognition is 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

 

Revenue for our contracts that do not satisfy the criteria for over time recognition is 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, 2024, we had approximately $352,850 of remaining performance obligations on our construction contracts, which we also refer to as backlog. We expect to recognize our backlog as revenue during 2024.

 

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 price 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 was material to our consolidated financial statements for the six months ended June 30, 2024 and 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 and $0 at June 30, 2024 and December 31, 2023, respectively, related to Home and Land 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.

 

Land sale revenues 

 

We periodically elect to sell parcels of land to third parties in the event such assets no longer fit into our strategic operating plans or are zoned for commercial or other development. Land sales are generally outright sales of specified land parcels with cash consideration due on the closing date, which is generally when performance obligations are satisfied.

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 a trucks, is stated at cost. The Company depreciates the cost of equipment using the straight- line method over the estimated useful lives of the assets. 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 renewals improvements are capitalized. During the six months ended June 30, 2024 and 2023, depreciation expense was $14,538 and $7,790, respectively. The estimated useful lives of the Company vehicles are five years.

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, 2024 and 2023, we recorded $0 of impairment charges.    

Earnings Per Share

In accordance with accounting guidance now codified as ASC Topic 260, Earnings (Loss) per Share,” basic earnings per share is computed by dividing net income by weighted average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income 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, 2024 and 2023.

Segment Reporting

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer. The CODM allocates resources and evaluates the performance of the Company at the consolidated level using information about its revenues, gross profit, income from operations, and other key financial data. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

v3.24.2.u1
Accounts Receivable (Tables)
6 Months Ended
Jun. 30, 2024
Accounts Receivable  
Schedule of accounts receivable

Accounts receivable consisted of the following:

 

 

 

 

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Contract receivables

 

$500

 

 

$1,000

 

Less: Allowance for doubtful accounts

 

 

 

 

 

 

Accounts receivable, net

 

$500

 

 

$1,000

 

v3.24.2.u1
Contracts in Process (Tables)
6 Months Ended
Jun. 30, 2024
Contracts in Process  
Schedule of net asset (liability) position for contracts in process

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Costs on uncompleted contracts

 

$300,473

 

 

$351,583

 

Estimated earnings

 

 

161,793

 

 

 

123,529

 

 

 

 

462,266

 

 

 

475,112

 

Less: Progress billings

 

 

570,470

 

 

 

750,363

 

Contract liabilities, net

 

$(108,206)

 

$(275,251)
Schedule of net asset (liability) position for contracts in process is included in the accompanying consolidated balance sheets

 

 

June 30,

2024

 

 

December 31,

2023

 

Costs and estimated earnings in excess of billings on uncompleted contracts

 

$-

 

 

$-

 

Billings in excess of costs and estimated earnings on uncompleted contracts

 

 

(108,206)

 

 

(272,251)

Contract liabilities

 

$(108,206)

 

$(272,251)
v3.24.2.u1
Leases (Tables)
6 Months Ended
Jun. 30, 2024
Leases  
Schedule of components of lease expense

 

 

For the Six Months

 

 

 

Ended

 

 

 

June 30,

 

 

 

2024

 

 

2023

 

Right of Use (ROU) Operating lease cost:

 

 

 

 

 

 

Amortization of assets

 

$13,093

 

 

$12,695

 

Interest on lease liabilities

 

 

1,627

 

 

 

880

 

Total net lease cost

 

$14,720

 

 

$13,575

 

Schedule of Supplemental balance sheet information

 

 

June 30,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Operating lease:

 

 

 

 

 

 

ROU Real Estate Asset

 

$44,486

 

 

$50,825

 

Accumulated amortization

 

 

(6,377)

 

 

(44,110 )

Right of Use, net

 

$38,109

 

 

$6,715

 

 

 

 

 

 

 

 

 

 

Current portion of lease liabilities

 

$26,394

 

 

$6,783

 

Noncurrent lease liabilities

 

 

11,810

 

 

 

-

 

Total lease liabilities

 

$38,204

 

 

$6,783

 

 

 

 

 

 

 

 

 

 

Weighted average remaining lease term:

 

 

 

 

 

 

 

 

Operating leases

 

1.42 years

 

 

0.25 years

 

 

 

 

 

 

 

 

 

 

Weighted average discount rate:

 

 

 

 

 

 

 

 

Operating lease

 

 

6.40%

 

 

6.40%
v3.24.2.u1
Note Payable (Tables)
6 Months Ended
Jun. 30, 2024
Note Payable  
Schedule of Note Payable

 

 

June 30, 2024

 

 

December 31, 2023

 

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

 

$-

 

 

$1,254

 

 

 

 

 

 

 

 

 

 

Term note with a bank secured by car, payable in monthly installments of $939, including interest at 6.79% through October 4, 2030

 

 

56,390

 

 

 

60,984

 

 

 

 

 

 

 

 

 

 

Total long-term debt

 

 

56,390

 

 

 

62,238

 

Less: current portion

 

 

(7,650)

 

 

(8,580)

Long-term debt net of current portion

 

$48,740

 

 

$53,658

 

v3.24.2.u1
The Company and Summary of Significant Accounting Policies (Details Narrative) - USD ($)
6 Months Ended
Jun. 13, 2024
Jun. 30, 2024
Jun. 30, 2023
Jun. 17, 2024
Dec. 31, 2023
Jun. 15, 2021
Depreciation expense   $ 14,538 $ 7,790      
Construction contracts description   The majority of our revenue is derived from construction contracts and projects that typically span between 4 to 12 months        
Contract liabilities, include customer deposit liabilities   $ 0     $ 0  
Remaining performance obligations   $ 352,850        
Preferred stock, par value   $ 0.001     $ 0.001  
Equipments [Member]            
Estimated useful lives   five years        
Depreciation expense   $ 14,538 $ 7,790      
HLDCO, LLC [Member]            
Ownership percenttage       100.00%    
Series A Preferred Stock [Member]            
Preferred stock, par value   $ 0.001     $ 0.001  
Series A Preferred Stock [Member] | HLDCO, LLC [Member]            
Share acquied percent       100.00%    
Series B Preferred Stock [Member]            
Preferred stock designated shares       3,645    
Preferred stock, par value       $ 0.001    
Series C Preferred Stock [Member]            
Preferred stock designated shares       6,570    
Preferred stock, par value       $ 0.001    
Series D Preferred Stock [Member]            
Preferred stock designated shares       100    
Preferred stock, par value       $ 0.001    
Elijah May [Member] | Series A Preferred Stock [Member]            
Share purchase 1,000          
Preferred stock designated shares           1,000
v3.24.2.u1
Accounts Receivable (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Accounts Receivable    
Contract receivables $ 500 $ 1,000
Less: Allowance for doubtful accounts 0 0
Accounts receivable, net $ 500 $ 1,000
v3.24.2.u1
Accounts Receivable (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Accounts Receivable    
Bad debt expense $ 0 $ 0
v3.24.2.u1
Contracts in Process (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Contracts in Process    
Costs on uncompleted contracts $ 300,473 $ 351,583
Estimated earnings 161,793 123,529
Total Costs and Estimated Earnings 462,266 475,112
Less: Progress billings 570,470 750,363
Contract liabilities, net $ (108,206) $ (275,251)
v3.24.2.u1
Contracts in Process (Details 1) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Contracts in Process    
Costs and estimated earnings in excess of billings on uncompleted contracts $ 0 $ 0
Billings in excess of costs and estimated earnings on uncompleted contracts (108,206) (272,251)
Contract liabilities $ (108,206) $ (272,251)
v3.24.2.u1
Concentration of Risk (Details Narrative) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Pool revenue $ 986,935 $ 1,176,139
Revenue [Member] | Four customers [Member]    
Concentration Risk, Percentage 69.00%  
Revenue [Member] | Five customers [Member]    
Concentration Risk, Percentage   67.00%
Gross Revenue [Member] | Four customers [Member]    
Concentration Risk, Percentage 10.00%  
Gross Revenue [Member] | Five customers [Member]    
Concentration Risk, Percentage   10.00%
v3.24.2.u1
Related Party Transactions (Details Narrative) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Dec. 31, 2022
Compensation to related party $ 0 $ 18,000  
Pools [Member]      
Accrued Commision 52,138    
Mr. Chavez [Member]      
Compensation to related party 50,000    
Accrued bonus compensation 16,000   $ 16,000
Mr. May [Member]      
Commission paid 54,500    
Repayment of accrued commission 37,500    
CEO and sole board member [Member]      
Compensation to related party 52,138   $ 37,500
Commision expenses $ 37,500    
v3.24.2.u1
Equity (Details Narrative) - USD ($)
1 Months Ended 9 Months Ended 29 Months Ended
Jun. 13, 2024
Nov. 03, 2017
Jun. 15, 2021
Jan. 27, 2021
Sep. 30, 2016
Sep. 30, 2016
Sale of stock           $ 57,950
Elijah May [Member] | Series A Preferred Stock [Member]            
Share purchase 1,000          
Share price (per share)     $ 1.00      
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      
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] | Alexander Spohn [Member]            
Sale of stock         $ 250  
Sale of stock, shares         5,000  
Restricted Stock [Member] | Phyllis Laws [Member]            
Sale of stock         $ 250  
Sale of stock, shares         5,000  
v3.24.2.u1
Leases (Details) - USD ($)
6 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Leases    
Amortization of assets $ 13,093 $ 12,695
Interest on lease liabilities 1,627 880
Total net lease cost $ 14,720 $ 13,575
v3.24.2.u1
Leases (Details 1) - USD ($)
6 Months Ended 12 Months Ended
Jun. 30, 2024
Dec. 31, 2023
Operating lease:    
ROU Real Estate Asset $ 44,486 $ 50,825
Accumulated amortization (6,377) (44,110)
Right of Use, net 38,109 6,715
Current portion of lease liabilities 26,394 6,783
Noncurrent lease liabilities 11,810 0
Total lease liabilities $ 38,204 $ 6,783
Weighted average remaining lease term:    
Operating leases 1 year 5 months 1 day 3 months
Weighted average discount rate:    
Operating leases 6.40% 6.40%
v3.24.2.u1
Leases (Details Narrative)
6 Months Ended
Jun. 30, 2024
USD ($)
ft²
Area of Office space | ft² 1,000
Lease term 24 months
Costs and expenses per month $ 725
April 1, 2022 to March 31, 2023 [Member]  
Monthly rental cost 1,515
April 1, 2023 to March 31, 2024 [Member]  
Monthly rental cost 1,560
April 1, 2024 to March 31, 2025 [Member]  
Monthly rental cost 2,320
April 1, 2024 to November 30, 2025 [Member]  
Monthly rental cost $ 2,400
v3.24.2.u1
Note Payable (Details) - USD ($)
Jun. 30, 2024
Dec. 31, 2023
Note Payable    
Term note with a bank secured by car, payable in monthly installments of $660, including interest at 3.99% through February 27, 2025 $ 0 $ 1,254
Term note with a bank secured by car, payable in monthly installments of $939, including interest at 6.79% through October 4, 2030 56,390 60,984
Total long term debt 56,390 62,238
Less: current portion (7,650) (8,580)
Long-term debt net of current portion $ 48,740 $ 53,658
v3.24.2.u1
Construction Loan (Details Narrative)
6 Months Ended
Jun. 30, 2024
USD ($)
Construction Loan  
Loan amount $ 221,000
Construction loan maturity date Apr. 28, 2022
Extension maturity date Oct. 28, 2021
Interest rate 8.75%
Interest expense $ 10,048
Amount owed construction loan $ 0
v3.24.2.u1
Subsequent Events (Details Narrative) - $ / shares
Jun. 30, 2024
Jun. 17, 2024
Dec. 31, 2023
Preferred stock, par value $ 0.001   $ 0.001
Series B Preferred Stock [Member]      
Preferred stock designated shares   3,645  
Preferred stock, par value   $ 0.001  
Series C Preferred Stock [Member]      
Preferred stock designated shares   6,570  
Preferred stock, par value   $ 0.001  
Series D Preferred Stock [Member]      
Preferred stock designated shares   100  
Preferred stock, par value   $ 0.001  
Series A Preferred Stock [Member]      
Preferred stock, par value $ 0.001   $ 0.001
HLDCO, LLC [Member]      
Ownership percenttage   100.00%  
HLDCO, LLC [Member] | Series A Preferred Stock [Member]      
Share acquied percent   100.00%  

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