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, 2021~~March 31, 2022

☐	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

(Exact name of registrant as specified in its charter)

Nevada		47-2200506
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)		~~Identification No.)~~

12343 Hymeadow Drive, Suite 3-A Austin, Texas		78750
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 407-2623

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated ~~filer~~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: 16,385,000 shares of common stock are issued and outstanding as of ~~August 13, 2021.~~May 12, 2022.

TABLE OF CONTENTS

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION		3	~~Page~~
PART I – FINANCIAL INFORMATION

~~Cautionary Statement Regarding Forward-Looking Information~~			3
				4
Item 1.	Financial Statements		4

	Consolidated Balance Sheets ~~(unaudited)~~		4

	Consolidated Statements of Operations ~~(unaudited)~~		5

	Consolidated Statements of Stockholders’ Deficit ~~(unaudited)~~		6

	Consolidated Statements of Cash Flows ~~(unaudited)~~		7

	Notes to the Consolidated Financial Statements ~~(unaudited)~~		8

Item 22.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
				17
Item 3.	Quantitative and Qualitative Disclosures ~~About~~about Market Risk		22
				23
Item 4.	Controls and Procedures		22	23

PART II – OTHER INFORMATION
				24
Item 1.	Legal Proceedings		23
				24
Item 1A.	Risk Factors		23
				24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		27
				25
Item 3.	Defaults Upon Senior Securities		27
				25
Item 4.	Mine Safety Disclosures		27
				26
Item 5.	Other Information		28
				26
Item 6.	Exhibits		28	27

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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 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;
	●	our lack of a significant operating history;
	●	the fact that our sole officer and director has significant 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 COVID-19 and governmental responses thereto;
	●	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 and under “Item 1A. Risk Factors” in our latest Annual Report on Form 10-K.~~Factors“ below.

You should read the matters described and incorporated by reference in “Risk ~~Factors”~~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. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. 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.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Reliant Holdings, Inc. and Subsidiary
Consolidated Balance Sheets
(unaudited)

June 30,

December 31,

2021

2020

ASSETS

Current Assets

Cash

$ 317,339

$ 192,567

Accounts receivable

3,000

5,119

Federal income tax receivable

416

978

House and real estate inventory

45,471

33,948

Contract assets

18,728

69,510

Total current assets

384,954

302,122

Equipment, net of accumulated depreciation of $48,186 and $43,506 as of

June 30, 2021 and December 31, 2020, respectively

33,542

38,222

Total Assets

$ 418,496

$ 340,344

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable and accrued liabilities

$ 100,458

$ 139,011

Contract liabilities

353,763

267,156

Current portion of note payable

7,074

6,875

Total current liabilities

461,295

413,042

Long-term note payable, net of current portion

17,360

73,308

Total Liabilities

478,655

486,350

Commitments

Stockholders’ Deficit

Preferred stock, 5,000,000 shares authorized, $0.001 par value, 0 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

0

0

Preferred stock Series A, 1,000 shares authorized, $0.001 par value, 1,000 and 0 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

1

0

Common stock, 70,000,000 shares authorized, $0.001 par value, 16,385,000 and 14,785,000 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively

16,385

14,785

Additional paid-in capital

396,564

48,832

Accumulated deficit

(473,109 )

(209,623 )

Total Stockholders’ Deficit

(60,159 )

(146,006 )

Total Liabilities and Stockholders’ Deficit

$ 418,496

$ 340,344

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

Reliant Holdings, Inc. and Subsidiaries

Consolidated Balance Sheets

	March 31,			December 31,
	2022			2021
	(unaudited)
ASSETS
Current Assets
Cash	$	344,218		$	339,996
Accounts receivable		1,405			1,405
Federal income tax receivable		416			416
House and real estate inventory		65,158			45,721
Contract assets		41,207			7,325
Prepaid expenses		19,210			17,114

Total current assets		471,614			411,977

Equipment, net of accumulated depreciation of $57,799 and $53,865 as of March 31, 2022 and December 31, 2021, respectively		54,563			58,497

Total Assets	$	526,177		$	470,474

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	109,809		$	80,595
Contract liabilities		618,073			583,726
Current portion of note payable		10,451			10,174

Total current liabilities		738,333			674,495

Long-term note payable, net of current portion		22,543			27,849

Total Liabilities		760,876			702,344

Commitments and Contingencies

Stockholders' Deficit
Preferred stock, 5,000,000 shares authorized, $0.001 par value, 4,999,000 undesignated as of March 31, 2022 and December 31, 2021, respectively		0			0
Preferred stock Series A, 1,000 shares authorized, $0.001 par value, 1,000 and 0 issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		1			1
Common stock, 70,000,000 shares authorized, $0.001 par value, 16,385,000 issued and outstanding as of March 31, 2022 and December 31, 2021		16,385			16,385
Additional paid-in capital		396,564			396,564
Accumulated deficit		(647,649	)		(644,820	)

Total Stockholders' Deficit		(234,699	)		(231,870	)

Total Liabilities and Stockholders' Deficit	$	526,177		$	470,474

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

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Reliant Holdings, Inc. and Subsidiary
Consolidated Statements of Operations
(unaudited)

For the Three Months ended

For the Six Months ended

June 30,

June 30,

2021

2020

2021

2020

Revenue

$ 807,463

$ 333,671

$ 1,390,524

$ 825,978

Cost of goods sold

(498,860 )

(231,816 )

(971,365 )

(566,999 )
Gross margin

308,603

101,855

419,159

258,979

Operating expenses

General and administrative

217,890

148,484

733,735

637,349

Total operating expenses

(217,890 )

(148,484 )

(733,735 )

(637,349 )

Income (loss) from operations

90,713

(46,629 )

(314,576 )

(378,370 )

Other income (expense)

Interest income

6

0

6

22

Interest expense

(90 )

(423 )

(493 )

(542 )
Gain on forgiveness of debt

51,577

0

51,577

0

Total other income (expense)

51,493

(423 )

51,090

(520 )

Income (Loss) before income taxes

142,206

(47,052 )

(263,486 )

(378,890 )

Provision for income tax

0

0

0

0

Net income (loss)

$ 142,206

$ (47,052 )

$ (263,486 )

$ (378,890 )

Net income (loss) per share – basic and diluted

$ 0.01

$ (0.00 )

$ (0.02 )

$ (0.03 )

Weighted average common shares outstanding

16,185,000

14,585,000

15,953,889

14,585,000

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

Reliant Holdings, Inc. and Subsidiaries

Consolidated Statements of Operations

(unaudited)

	For the Three Months ended
	March 31,
	2022			2021

Revenue	$	1,031,284		$	583,061
Cost of goods sold		(818,584	)		(472,505	)
Gross margin		212,700			110,556

Operating expenses
General and administrative		215,145			515,845

Total operating expenses		(215,145	)		(515,845	)

Loss from operations		2,445			(405,289	)

Other income (expense)
Interest income		89			0
Interest expense		(473	)		(403	)

Total other expense		(384	)		(403	)

Loss before income taxes		(2,829	)		(405,692	)

Provision for income tax		0			0

Net loss	$	(2,829	)	$	(405,692	)

Net income (loss) per share - basic and diluted	$	0.00		$	(0.03	)

Weighted average common shares outstanding		16,385,000			15,717,584

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

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Reliant Holdings, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Deficit
For the Six Months ended June 30, 2021 and 2020
(unaudited)

Preferred Stock

Common Stock

Additional Paid in

Accumulated

Shares

Par Value

Shares

Par Value

Capital

Deficit

Total

Balance December 31, 2020

-

$ 0

14,785,000

$ 14,785

$ 48,832

$ (209,623 )

$ (146,006 )

Stock-based compensation

-

0

1,600,000

1,600

335,400

0

337,000

Net loss

-

0

-

0

0

(405,692 )

(405,692 )

Balance March 31, 2021

-

0

16,385,000

16,385

384,232

(615,315 )

(214,698 )

Stock-based compensation

-

0

-

0

11,333

0

11,333

Preferred Shares issued for Compensation

1,000

1

-

0

999

0

1,000

Net income

-

0

0

142,206

142,206

Balance June 30, 2021

1,000

$ 1

16,385,000

$ 16,385

$ 396,564

$ (473,109 )

$ (60,159 )

Balance December 31, 2019

-

$ 0

14,585,000

$ 14,585

$ 43,365

$ 96,445

$ 154,395

Net loss

-

0

-

0

0

(331,838 )

(331,838 )

Balance March 31, 2020

-

0

14,585,000

14,585

43,365

(235,393 )

(177,443 )

Net loss

-

0

-

0

0

(47,052 )

(47,052 )
Balance June 30, 2020

-

$ 0

14,585,000

$ 14,585

$ 43,365

$ (282,445 )

$ (224,495 )

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

Reliant Holdings, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Deficit

For the three months ended March 31, 2022 and 2021

(unaudited)

	Preferred Stock				Common Stock				Additional Paid in		Accumulated
	Shares		Par Value		Shares		Par Value		Capital		Deficit			Total

Balance December 31, 2021		1,000	$	1		16,385,000	$	16,385	$	396,564	$	(644,820	)	$	(231,870	)
															-
Net income		-		0		-		0		0		(2,829	)		(2,829	)

Balance March 31, 2022		1,000	$	1		16,385,000	$	16,385	$	396,564	$	(647,649	)	$	(234,699	)


Balance December 31, 2020		-	$	0		14,785,000	$	14,785	$	48,832	$	(209,623	)	$	(146,006	)

Stock-based compensation		-		0		1,600,000		1,600		335,400		0			337,000

Net loss		-		0		-		0		0		(405,692	)		(405,692	)

Balance March 31, 2021		-	$	0		16,385,000	$	16,385	$	384,232	$	(615,315	)	$	(214,698	)

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

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Reliant Holdings, Inc. and Subsidiary
Consolidated Statements of Cash Flows
(unaudited)

For the Six Months ended

June 30,

2021

2020

Operating Activities

Net loss

$ (263,486 )

$ (378,890 )
Adjustments to reconcile net loss to net cash provided by operating activities:

Stock-based compensation

349,333

0

Depreciation

4,680

7,521

Gain on forgiveness of debt

(51,577 )

0

Changes in operating assets and liabilities:

Accounts receivable

2,119

(57,000 )
Contract assets

50,782

(12,847 )
House and real estate inventory

(11,523 )

(16,024 )
Prepaid and other current assets

562

0

Contract liabilities

86,607

95,555

Accounts payable and accrued liabilities

(38,089 )

339,306

Net cash provided by (used in) operating activities

129,408

(22,379 )

Investing Activities

Purchase of property and equipment

0

(11,000 )
Net cash used in financing activities

0

(11,000 )

Financing Activities

Proceeds from notes payable

0

51,113

Payments on note payable

(4,636 )

(2,875 )

Net cash provided by (used in) financing activities

(4,636 )

48,238

Net change in cash

124,772

14,859

Cash - beginning of period

192,567

280,680

Cash - end of period

$ 317,339

$ 295,539

Supplemental Disclosures

Interest paid

$ 493

$ 368

Income taxes paid

$ 0

$ 0

Non-cash Disclosures

Purchase of equipment with note payable

$ 0

$ 35,802

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

Reliant Holdings, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)

	For the three months ended
	March 31,
	2022			2021
Operating Activities
Net loss	$	(2,829	)	$	(405,692	)
Adjustments to reconcile net loss to net
cash provided by operating activities:
Stock-based compensation		0			337,000
Depreciation		3,934			2,340
Changes in operating assets and liabilities:
Accounts receivable		0			(8,621	)
Contract assets		(33,882	)		65,111
House and real estate inventory		(19,437	)		(285	)
Prepaid and other current assets		(2,096	)		562
Contract liabilities		34,347			147,627
Accounts payable and accrued liabilities		29,213			(6,569	)

Net cash provided by operating activities		9,251			131,473

Financing Activities
Payments on note payable		(5,029	)		(2,749	)

Net cash used in financing activities		(5,029	)		(2,749	)

Net change in cash		4,222			128,724
Cash - beginning of period		339,996			192,567
Cash - end of period	$	344,218		$	321,291

Supplemental Disclosures
Interest paid	$	473		$	277
Income taxes paid	$	0		$	0

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

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Reliant Holdings, Inc. and Subsidiaries

Notes to the Consolidated Financial Statements

For the Three ~~and Six~~ Months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

(unaudited)

Note 1. The Company and Summary of Significant Accounting Policies

The ~~Company~~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.

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, 2021~~March 31, 2022, 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, ~~2020~~2021 and ~~2019~~2020 included in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on ~~March 31, 2021.~~April 13, 2022. The results of operations for the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 are not necessarily indicative of the results to be expected for the full year ended December 31, ~~2021.~~2022.

~~Princi~~p~~les of 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 ~~include~~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 ~~accounts~~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~~Company’s revenue is currently generated from the design and ~~its wholly-owned subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.~~

~~Going Concern~~

~~The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will continue to realize its assets and discharge its liabilities in the normal course~~installation of ~~business. The Company’s continuation as a going concern~~swimming pools. As such no further disaggregation of revenue information is dependent upon its ability to generate revenues to sustain its current level of operations. Management believes in their ability to generate revenues to fund its current level of operation. During the six months ended June 30, 2021, the Company had a net loss and a working capital deficit. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Management cannot be certain that such events can be achieved.provided.

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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 ~~Recognition – Home~~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 ~~Land~~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 March 31, 2022, we had approximately $3,722,000 of remaining performance obligations on our construction contracts, which we also refer to as backlog. We expect to recognize our backlog as revenue during 2022.

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.

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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 were material to our consolidated financial statements for the three months ended March 31, 2022.

Contract Balances

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

Home sale revenues - Home sale revenues and related profit are generally recognized when title to and possession of the home are transferred to the buyer at the home closing date. Our performance obligation to deliver the agreed-upon home is generally satisfied at the home closing date. Home sale contract assets consist of cash from home closings held in escrow for our benefit, typically for less than five days, which are considered deposits in-transit and classified as cash. Contract liabilities, include customer deposit liabilities related to homes sold but not yet delivered to buyers, totaled $0 at ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, 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.

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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 Company vehicles, is stated at cost. The Company depreciates the cost of equipment using the straight-line method over the estimated useful lives of the assets. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations for the period. The cost of maintenance and repairs is charged to operations as incurred; significant renewal improvements are capitalized. During the three months ended March 31, 2022 and 2021 depreciation expense was $3,934 and $2,340, 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~~”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~~three months ended ~~June 30, 2021 and 2020,~~March 31, 2022, we recorded $0 of impairment charges.

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~~Income Taxes~~Earnin

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income taxes and liabilities are determined based on the difference between financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

g~~Loss~~s (Loss) Per Share

In accordance with accounting guidance now codified as ASC Topic 260, ”“Earnings (Loss) per Share,” basic ~~loss~~earnings (loss) per share is computed by dividing net ~~loss~~income (loss) by weighted average number of shares of common stock outstanding during each period. Diluted earnings ~~loss~~(loss) per share is computed by dividing net ~~loss~~income (loss) by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. There were no dilutive shares outstanding during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

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Recent Accounting Pronouncements

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

COVID-19

A novel strain of coronavirus (“~~COVID-19~~”COVID-19”) was first identified in December 2019, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. As a result of the outbreak, many companies have experienced disruptions in their operations, workforce and markets served. While the Company has to date, not suffered any negative effects of COVID-19, the governmental response thereto, or any declines in demand for the Company’s services, the full extent of the COVID-19 outbreak and the ultimate impact on the Company’s operations is uncertain. A prolonged disruption could have a material adverse impact on financial results and business operations of the Company.

Note 2. Accounts Receivable

~~Accounts receivable consisted of the following:~~

Accounts receivable consisted of the following:
	June 30,		December 31,		March 31,		December 31,
	2021		2020		2022		2021
Contract receivables	$	3,000	$	5,119	$	1,405	$	1,405
Less: Allowance for doubtful accounts		0		0		0		0
Accounts receivable, net	$	3,000	$	5,119	$	1,405	$	1,405

The Company recognized no bad debt expense during the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020.~~respectively.

Note 3. Contracts in Process

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

	June 30,			December 31,			March 31,			December 31,
	2021			2020			2022			2021
Costs on uncompleted contracts	$	533,834		$	441,589		$	1,318,564		$	689,237
Estimated earnings		313,521			217,499			375,775			226,669
		847,355			659,088			1,694,339			915,906
Less: Progress billings		1,182,390			856,734			2,271,205			1,492,306
Contract liabilities, net	$	(335,035	)	$	(197,646	)	$	(576,866	)	$	(576,400	)

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

June 30,
2021

December 31,
2020

Costs and estimated earnings in excess of billings on uncompleted contracts

$ 18,728

$ 69,510

Billings in excess of costs and estimated earnings on uncompleted contracts

(353,763 )

(267,156 )
Contract liabilities

$ (335,035 )

$ (197,646 )

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	March 31, 2022			December 31, 2021
Costs and estimated earnings in excess of billings on uncompleted contracts	$	41,207		$	7,325
Billings in excess of costs and estimated earnings on uncompleted contracts		(618,073	)		(583,726	)
Contract liabilities	$	(576,866	)	$	(576,400	)

Note 4. Concentration of Risk

The Company had gross revenue of ~~$1,390,524~~$1,031,284 and ~~$825,978~~$583,061 for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

~~The Company had three~~ There was one customers representing more than 10% of gross revenue ~~and combined 32% of revenue~~ for the ~~six~~three months ended ~~June 30, 2021. The Company had five customers~~March 31, 2022, representing ~~more than 10%~~a total of ~~gross revenue and combined 75%~~17.7% of ~~revenue for the six months ended June 30, 2020.~~total revenue.

Note 5. Related Party Transactions

The Company compensated Michael Chavez, a greater than 10% shareholder of the Company, as a consultant to the Company, in the amount totaling $12,000 and $18,000, for the three months ended March 31, 2022 and 2021, respectively.

Note 6. Equity

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.

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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.

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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.

��

Effective on November 3, 2017, the Board of Directors of the Company and the Board of Directors of Reliant Pools Inc., the Company’s wholly-owned subsidiary, each then consisting solely of Mr. Chavez, increased the number of members of the Board of Directors of each company from one to two and appointed Mr. May as a member of the Board of Directors of each company to fill the vacancy created by such vacancy.

On December 4, 2020, the Company entered into an investor relations agreement and issued a total of 200,000 shares of restricted common stock in exchange for a six-month service period. The stock was valued at $34,000 at the date of grant and was recognized over the service period. During the six months ended June 30, 2021, the Company recognized $28,333 of expense related to these shares.

On January 27, 2021, the Company ~~issued700,000~~issued 700,000 shares of restricted common stock to Elijah May, its sole officer and director, 200,000 shares of restricted common stock to Joel Hefner, the Vice President of Reliant Pools, a non-executive officer position, and 700,000 shares of restricted common stock to Michael Chavez, a consultant to the Company, each in consideration for services rendered. The shares were valued at $0.20 per share, the closing price of the Company’s stock on January 27, 2021. During the six months ended June 30, 2021, the Company recognized $320,000 of expense related to these shares.

On June 15, 2021, the Company issued 1,000 shares of its then newly designated 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 ~~controls~~controlled the vote of 59.1% of the Company’s outstanding common stock as of the issuance date of such 1,000 shares of 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 ~~have~~has the option at its sole discretion to redeem any and all outstanding shares of Series A Preferred Stock for $1.00 per share.

Note 6.7. Commitments and Contingencies

The Company leases approximately 1,000 square feet of office space in Austin, Texas. The Company extended the office space lease from October 1, 2020 through September 30, 2021 for a rental rate of $1,850 per month. 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. Lease expense was ~~$11,650~~$5,888 and ~~$11,595~~$5,770 for the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively.

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On December 21, 2018, a former client, Brian Moats filed an Original Petition naming Reliant Pools as a defendant in a suit filed in the County Court at Law No. 2 for Travis County, Texas (Cause No. C-1-CV-18-012062). The suit alleged that the Company failed to install a French drain under the pool as required by the terms of the contract, alleged causes of action of breach of express warranty and breach of contract and sought damages of between $100,000 and $200,000. We denied Mr. Moats’ claims. In October 2020, Reliant Pools entered into a memorandum setting forth the proposed terms of a settlement with Mr. Moats. The settlement agreement terms, provide for Reliant Pools to pay Mr. Moats an aggregate of $145,000 (with $40,000 paid on October 30, 2020, $25,000 paid on December 4, 2020, and additional tranches of funds due from January 1, 2021 to March 1, 2022); the entry into an agreed judgment (which may be plead by Mr. Moats if we default in any payment); the provision of a security interest over our accounts receivable to secure amounts due to Mr. Moats; a non-suit of the lawsuit and our agreement to honor a prior warranty on Mr. Moats’ pool.

During the ~~six months~~year ended ~~June 30,~~December 31, 2021, the Company paid Mr. Moats ~~$45,000,~~$65,000, pursuant to the settlement agreement, leaving ~~$35,000~~$15,000 in accrued liabilities related to the above pending lawsuit with Mr. Moats. As of March 31, 2022, the final payment of $15,000 was paid to Mr. Moats.

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Note 7.8. Note Payable

	June 30, 2021			December 31, 2020			March 31, 2022			December 31, 2021
Term note with a bank secured by car, payable in monthly installments of $660, including interest at 3.99% through February 27, 2025	$	24,434		$	29,070		$	17,569		$	19,879

Paycheck Protection Program		0			51,113
Term note with a bank secured by car, payable in monthly installments of $1,000, including interest at 6.54% through May 26, 2027								15,425			18,143

Total long-term debt		24,434			80,183			32,994			38,023
Less: current portion		(7,074	)		(6,875	)		(10,451	)		(10,174	)
Long-term debt net of current portion	$	17,360		$	73,308		$	22,543		$	27,849

On April 28, 2020, the Company secured a construction loan to be used to develop the land purchased in the third quarter of 2019. The loan is for $221,000, bears interest at the rate of 6.25% and is repayable one year after issuance. The loan has been further extended to October 28, 2022 (see Note 9, below). As of ~~June 30, 2021,~~March 31, 2022, no proceeds have been drawn on this instrument. ~~The~~

Note 9. Subsequent events

Effective on April 26, 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 ~~renewed and has been extended through~~on our custom home, which had a balance of $0 as of the date of the agreement, March 31, 2022, from April 28, 2022 to October 28, ~~2021.~~

~~On May 7, 2020,~~2022. There were no other changes to the terms of the loan. Amounts borrowed under the loan bear interest at the rate of 6.25%, are secured by the land on which the Company ~~received $51,113 of proceeds from the Small Business Administration’s Paycheck Protection Program (“PPP Loan”). The funds will be subject~~plans to ~~repayment~~build a custom home, and a 1% interest rate if not forgiven in accordance with the program. During the year ended December 31, 2020, the Company applied for loan forgiveness under the provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (the “~~CARES Act”). The forgiveness application was reviewed~~are guaranteed by ~~both the lending bank and SBA. On April 27, 2021, the Company was notified that the outstanding principal and accrued interest for the PPP Loan was forgiven in full by the SBA.~~Reliant Pools, Inc., our wholly-owned subsidiary.

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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 and incorporated by reference 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, ~~2020,~~2021, filed with the Securities and Exchange Commission on ~~March 31,~~April 13, 2021 (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, and we have not independently verified any of it.

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 ~~www.reliantholdingsinc.com~~.https://www.reliantholdings.net. 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~~O~~. Discussion~~verview. Summary of our ~~business and overall analysis of financial and other highlights affecting us, to provide context for the remainder of MD&A.~~operations.

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

	●	Results of Operations. An analysis of our financial results comparing the three ~~and six~~ months ended ~~June 30, 2021~~March 31, 2022 and ~~2020.~~2021.

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

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

Overview

Corporate Information

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

Summary Description of Business Operations

Residential Pools

We, through our wholly-owned subsidiary Reliant Pools (which has been in operation since September 2013), are an award winning, custom, swimming pool construction company located in the greater Austin, Texas market. We assist customers with the design of, and then construct, recreational pools which blend in with the surroundings, geometric pools which complement the home’s architecture and water features (e.g., waterfalls and negative edge pools) which provide the relaxing sounds of moving water. ~~We won four Association of Pool & Spa Professionals (ARSP) Region 3 Design Awards for our designs in 2016 and one award in 2017.~~ Moving forward, we plan on expanding our operations through an accretive business model in which we plan to acquire competitors in both the custom pool construction and pool maintenance/service industries locally, regionally, and nationally, funding permitting.

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. The Company is exploring opportunities to expand 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 intends to construct 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. ~~As of the date of this Report, the Company~~The loan has ~~cleared the lot where the home will be built and has recently received permits, however the Company has not yet drawn any proceeds on the loan or began construction. The loan~~been renewed and has been extended through October 28, ~~2021.~~2022. To date, the Company’s subcontractors have completed the foundation and rough plumbing, and the Company plans to begin framing for the home in the next several weeks. The Company currently estimates completing construction on the home sometime in the third or fourth quarters of fiscal 2022.

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The Company has not yet drawn any proceeds on the loan and has just started the construction of the home.

The construction of our planned custom home is anticipated to be conducted under the supervision of an on-site construction manager. Substantially all of our construction work is planned to be performed by independent subcontractors under contracts that establish a specific scope of work at an agreed-upon price. In addition, we anticipate that our construction field manager will interact with homebuyers throughout the construction process and instruct homebuyers on post-closing home maintenance.

We plan to maintain efficient construction operations and use industry and company-specific construction practices.

Generally, we anticipate the construction materials to be used in our home builder operations will be readily available from numerous sources. However, the cost of certain building materials, especially lumber, steel, concrete, copper, and petroleum-based materials, is influenced by changes in global commodity prices, national tariffs, and other foreign trade factors. Additionally, the ability to consistently source qualified labor at reasonable prices may be challenging and we cannot determine the extent to which necessary building materials and labor will be available at reasonable prices in the future.

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.

We plan to market our custom home services ~~around the end of the third quarter of fiscal 2021. The Company is working to have easements released on the property and anticipates pouring the foundation within~~beginning in the next ~~30 days.~~few weeks.

~~Novel Coronavirus (COVID-19)~~

In December 2019, a novel strain of coronavirus, which causes the infectious disease known as COVID-19, was reported in Wuhan, China. The World Health Organization declared COVID-19 a “Public Health Emergency of International Concern” on January 30, 2020 and a global pandemic on March 11, 2020. In March and April 2020, many U.S. states and local jurisdictions, including Travis, County, Texas, where the Company has its operations, began issuing ‘stay-at-home’ orders, which have mostly expired to date. Notwithstanding such ‘stay-at-home’ and similar orders, the Company has actually seen an increase in demand for new pools during the pandemic. The Company believes that this is because homeowners are spending more time at home and possibly because they have more disposable income due to the unavailability of other entertainment choices and travel requirements. However, the full extent of the impact of COVID-19 on our business and operations currently cannot be estimated and will depend on a number of factors including the scope and duration of the global pandemic. For example, it is possible that the current outbreak or continued spread of COVID-19, will cause a global recession, which will result in a decrease in the demand for our services, or future ‘stay-at-home’ orders will prevent us from engaging new clients or completing pool builds then in progress. Additionally, the Company has had issues with sub-contractors coming down with COVID-19 which has caused construction delays and has further seen delays in permitting caused by COVID-19 issues. Furthermore, there is a risk related to permitting taking longer and risk related to labor and equipment shortages. Notwithstanding the above, the demand for pools remains high in Austin and surrounding areas.

Future impacts of the coronavirus and the government’s response to such virus, including declines in spending of disposable income and potential future recessions, cannot be predicted at this time and may result in negative impacts on our operating results, cash flow and prospects, all of which may cause the value of our securities to decline in value.

Currently we believe that we have sufficient cash on hand and will generate sufficient cash through operations to support our operations for the foreseeable future, however, we will continue to evaluate our business operations based on new information as it becomes available and will make changes that we consider necessary in light of any new developments regarding the pandemic.

The pandemic is developing rapidly and the full extent to which COVID-19 will ultimately impact us depends on future developments, including the duration and spread of the virus, virus mutations, and the number of persons who are willing to get vaccinated, as well as potential seasonality of new outbreaks.

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Plan of Operations

We had a working capital deficit of ~~$76,341~~$266,719 as of ~~June 30, 2021.~~March 31, 2022. With our current cash on hand, expected revenues, and based on our current average monthly expenses, we don’t currently anticipate the need for additional funding in order to continue our operations at their current levels and to pay the costs associated with being a public company for the next 12 months. We may however require additional funding in the future to expand or complete acquisitions. Our plan for the next twelve months is to continue using the same marketing and management strategies and continue providing a quality product with excellent customer service while also seeking to expand our operations organically or through acquisitions as funding and opportunities arise, and, as discussed above, we have also purchased a homesite which we intend to construct a custom home on which we then plan to sell. 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.

Since the COVID-19 pandemic began, we have seen a sharp increase in demand for pools, which we attribute to more people working from home, and sheltering in place. We currently have a backlog which continues into ~~February~~August 2022. We are unclear whether the current demand for pools will continue, if and when, individuals begin working from their offices again. Notwithstanding that, wethings are currently getting back to close to normal (with a few exceptions) as to the availability of equipment, after experiencing delays in obtaining required equipment ~~to start up all~~from the ~~pools we have finished, as equipment is currently being rationed by sellers due to increased demand as a result of the need to replace equipment which was damaged due to the unprecedented~~ 2021 winter storms which affected the Austin area and the overall increase in new pool builds, which is also being negatively affected by manufacturing and shipping delays due to COVID-19. We are also experiencing delays as subcontractors come down with COVID-19.supply chain constraints. Overall, demand for trade workers is extremely high, which has resulted in higher prices for pools, which we attempt to pass on to customers as much as possible.

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Results of Operations

For the Three Months Ended ~~June 30, 2021~~March 31, 2022 Compared to the Three Months Ended ~~June 30, 2020~~March 31, 2021

We had revenue of ~~$807,463~~$1,031,284 for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to revenue of ~~$333,671~~$583,061 for the three months ended ~~June 30, 2020,~~March 31, 2021, an increase of ~~$473,792~~$448,223 or ~~142%~~76.8% from the prior period. We recognize revenue based on the percentage that a job is complete rather than upon completion. As such, total revenue recognized for each period may be different than the product of total completed pools during each period multiplied by the average pool contract price of each pool during such period, as the construction of certain pools may have started in one period and ended in another. Revenue increased during the current period due to an increase in pool count during the comparable periods and general timing of contracts as well as the higher priced pools being completed in the current period. ~~As discussed above, we~~We have seen an increase in the demand for pools since March 2020, which we believe is due to more people working from home due to the COVID-19 pandemic.

We had cost of goods sold of ~~$498,860~~$818,584 for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to cost of goods sold of ~~$231,816~~$472,505 for the three months ended ~~June 30, 2020,~~March 31, 2021, an increase of ~~$267,044~~$346,079 or ~~115%~~73.2% from the prior period.

~~Table of Contents~~

Cost of goods sold increased mainly due to an increase in ~~pool equipment, gunite~~decking, plaster and labor costs, due to the increased demand we are seeing for such items due to the overall increase in demand for pools in the Austin, Texas area, as well as shortages of labor and increases in labor costs (due to COVID-19 and the overall increase in demand) and both shortages in, and increases in the cost of, equipment, as discussed in greater detail above. The timing of our cost of goods sold is materially impacted based on the overall scope and timing of the projects we are working on. In general, costs of goods sold for the three months ended ~~June 30, 2021~~March 31, 2022 were higher than for the three months ended ~~June 30, 2020,~~March 31, 2021, due to an increase in the number of pools we are ~~building.~~building and an overall increase in material and labor costs due to inflation and in certain cases supply constraints. The expenses which attributed to the increase in cost of goods sold for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to the three months ended ~~June 30, 2020,~~March 31, 2021, included:

	For the Three		For the Three						For the Three		For the Three
	Months Ended		Months Ended						Months Ended		Months Ended
Cost of Goods Sold Expense	June 30, 2021		June 30, 2020		Increase / (Decrease)		Percentage Change		March 31, 2022		March 31, 2021		Increase / (Decrease)		Percentage Change
Cost of decking	$	53,110	$	33,026	$	20,084	60.8	%	$	104,008	$	49,745	$	54,263		109	%
Plaster used in the construction of pools		17,899		16,594		1,305	7.9	%		38,331		32,859		5,472		17	%
Gunite used in the construction of pools		82,769		31,341		51,428	164.1	%		89,169		48,180		40,989		85	%
Pool equipment used to filter and circulate the water used in our pools		88,239		25,183		63,056	250.4	%		136,798		57,235		79,563		139	%
Masonry, stone and tile installed in and around our pools and coping expenses associated therewith		44,021		28,141		15,880	56.4	%		179,732		70,422		109,310		155	%
Excavation and steel expenses		81,829		54,851		26,978	49.2	%		91,043		82,768		8,275		10	%
Other, including labor		130,993		42,680		88,313	206.9	%		179,503		131,296		48,207		37	%
Total	$	498,860	$	231,816	$	267,044	115.2	%	$	818,584	$	472,505	$	346,079		73	%

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.

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We had a gross margin of ~~$308,603~~$212,700 for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to a gross margin of ~~$101,855~~$110,556 for the three months ended ~~June 30, 2020,~~March 31, 2021, an increase of ~~$206,748~~$102,144 or ~~203%~~92.4% from the prior period due to the reasons described above. Gross margin as a percentage of revenue was ~~38.2%~~20.6% and ~~30.5%~~19.0% for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. Gross margin as a percentage of revenue ~~increased~~decreased due to ~~the recent completion of larger more profitable pools.~~higher construction costs resulting from increased demand for materials and labor and increased material and labor costs.

~~Table of Contents~~

We had operating expenses consisting solely of general and administrative expenses of ~~$217,890~~$215,145 for the three months ended ~~June 30, 2021 (including $12,333 of stock-based expenses described below under “Liquidity and Capital Resources”),~~March 31, 2022, compared to operating expenses consisting solely of general and administrative expenses of ~~$148,484~~$515,845 for the three months ended ~~June 30, 2020.~~March 31, 2021 (including $337,000 of stock-based expenses described below under “Liquidity and Capital Resources”). Operating expenses ~~increased~~decreased by ~~$69,406~~$300,700 or ~~47%~~58.3% from the prior period mainly due to the ~~increase~~stock-based compensation expenses in the ~~size of the business. General and administrative expenses include the salaries of our employees, commissions and the fees paid to contract employees.~~2021 period, as discussed in greater detail below.

We had interest income of $6$89 for the three months ended ~~June 30, 2021,~~March 31, 2022, compared to interest income of $0 for the three months ended ~~June 30, 2020.~~March 31, 2021. Interest income was in connection with interest generated by funds the Company maintained in its savings account.

We had interest expense of ~~$90~~$473 and ~~$423,~~$403, for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, due to interest paid in connection with the purchase of a car used by our Chief Executive Officer, as described in greater detail under “Liquidity and Capital Resources” below.

We had ~~a gain on forgiveness~~net loss of ~~debt of $51,577~~$2,829 for the three months ended June 30, 2021, compared to no gain or loss on the forgiveness of debt for the three months ended June 30, 2020. The gain on forgiveness of debt for the three months ended June 30, 2021, was in connection with the forgiveness of the PPP Note as discussed below under “~~Liquidity and Capital Resources~~”.

~~We had net income of $142,206 for the three months ended June 30, 2021,~~March 31, 2022, compared to a net loss of ~~$47,052~~$405,692 for the three months ended ~~June 30, 2020, an increase~~March 31, 2021, a decrease in net ~~income~~loss of ~~$189,258~~$402,863 or ~~402%~~99.3%, mainly due to the ~~$473,792~~$448,223 or ~~142%~~76.9% increase in ~~revenue,~~revenues and the ~~$51,577 non-cash gain on forgiveness of debt,~~300,700 or 58.3% decrease in operating expenses, offset by the ~~$267,044~~$346,079 or ~~115%~~73.2% increase in cost of goods sold, each as described above.

~~For the Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020~~

We had revenue of $1,390,524 for the six months ended June 30, 2021, compared to revenue of $825,978 for the six months ended June 30, 2020, an increase of $564,546 or 68% from the prior period. We recognize revenue based on the percentage that a job is complete rather than upon completion. As such, total revenue recognized for each period may be different than the product of total completed pools during each period multiplied by the average pool contract price of each pool during such period, as the construction of certain pools may have started in one period and ended in another. Revenue increased during the current period due to an increase in pool count during the comparable periods and general timing of contracts as well as the higher priced pools being completed in the current period. As discussed above, we have seen an increase in the demand for pools since March 2020, which we believe is due to more people working from home due to the COVID-19 pandemic. We have also seen an increase in pool costs of approximately 20% compared to last year, due to increases in the costs of materials (described in greater detail below), which increases we have passed on to our customers to the extent possible.

We had cost of goods sold of $971,365 for the six months ended June 30, 2021, compared to cost of goods sold of $566,999 for the six months ended June 30, 2020, an increase of $404,366 or 71% from the prior period.

~~Table of Contents~~

Cost of goods sold increased mainly due to an increase in pool equipment, excavation costs and labor due to the increased demand we are seeing for such items due to the overall increase in demand for pools in the Austin, Texas area, as well as shortages of labor and increases in labor costs (due to COVID-19 and the overall increase in demand) and both shortages in, and increases in the cost of, equipment, as discussed in greater detail above. The timing of our cost of goods sold is materially impacted based on the overall scope and timing of the projects we are working on. The expenses which attributed to the increase in cost of goods sold for the six months ended June 30, 2021, compared to the six months ended June 30, 2020, included:

For the Six

For the Six

Months Ended

Months Ended

Cost of Goods Sold Expense

June 30,
2021

June 30, 2
020

Increase / (Decrease)

Percentage
Change

Cost of decking

$ 102,855

$ 90,442

$ 12,413

13.7 %
Plaster used in the construction of pools

50,758

51,671

(913 )

-1.8 %
Gunite used in the construction of pools

130,949

67,820

63,129

93.1 %
Pool equipment used to filter and circulate the water used in our pools

145,474

70,873

74,601

105.3 %
Masonry, stone and tile installed in and around our pools and coping expenses associated therewith

114,443

77,929

36,514

46.9 %
Excavation and steel expenses

164,597

77,297

87,300

112.9 %
Other, including labor

262,289

130,967

131,322

100.3 %
Total

$ 971,365

$ 566,999

$ 404,366

71.3 %
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 $419,159 for the six months ended June 30, 2021, compared to a gross margin of $258,979 for the six months ended June 30, 2020, a decrease of $160,180 or 62% from the prior period due to the reasons described above. Gross margin as a percentage of revenue was 30.1% and 31.4% for the six months ended June 30, 2021 and 2020, respectively.
We had operating expenses consisting solely of general and administrative expenses of $733,735 for the six months ended June 30, 2021 (including $349,333 of stock-based expenses described below under “Liquidity and Capital Resources”), compared to operating expenses consisting solely of general and administrative expenses of $637,349 for the six months ended June 30, 2020. Operating expenses increased by $96,386 or 15% from the prior period mainly due to an increase in stock-based compensation, payroll expense and professional fees offset with a decrease in lawsuit settlement expense. General and administrative expenses include the salaries of our employees, commissions and the fees paid to contract employees.
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We had interest income of $6 for the six months ended June 30, 2021, compared to interest income of $22 for the six months ended June 30, 2020. Interest income was in connection with interest generated by funds the Company maintained in its savings account.
We had interest expense of $493 and $542, for the six months ended June 30, 2021 and 2020, respectively, due to interest paid in connection with the purchase of a car used by our Chief Executive Officer, as described in greater detail under “~~Liquidity and Capital Resources” below.~~
We had a gain on forgiveness of debt of $51,577 for the six months ended June 30, 2021, compared to no gain or loss on the forgiveness of debt for the six months ended June 30, 2020. The gain on forgiveness of debt for the six months ended June 30, 2021, was in connection with the forgiveness of the PPP Note as discussed below under “~~Liquidity and Capital Resources~~”.
We had net loss of $263,486 for the six months ended June 30, 2021, compared to a net loss of $378,890 for the six months ended June 30, 2020, an increase in net loss of $115,404 or 30%, mainly due to the increase in cost of goods sold and increase in general and administrative expenses, offset by the increase in revenues and the non-cash gain on forgiveness of debt, each as described above.
~~Liquidity and Capital Resources~~

We had total assets of ~~$418,496~~$526,177 as of ~~June 30, 2021,~~March 31, 2022, consisting of total current assets of ~~$384,954,~~$471,614, which included cash of ~~$317,339,~~$344,218, house and real estate inventory of ~~$45,471,~~$65,158, federal income tax receivable of $416, contract assets of ~~$18,728, and~~$41,207, accounts receivable of ~~$3,000~~$1,405, and prepaid expenses of $19,210, and equipment, net of accumulated depreciation, of ~~$33,542.~~$54,563. Federal income tax receivable relates to a payment made by the Company to the United States Treasury in March 2016, in anticipation of the Federal income tax the Company estimated would be owed at the end of the 2016 calendar year. There was no tax due for the years ended December 31, 2016, 2017, 2018, 2019, 2020 or ~~2020,~~2021, due to the Company’s net losses, the utilization of a net loss carryforward and application of prepaid taxes. Included in ~~house and~~ real estate inventory as of ~~June 30, 2021~~March 31, 2022 is the value of the land and construction costs incurred to date, which the Company acquired in the third quarter of 2019, ~~which it plans to build~~and is currently building a custom home ~~on. Equipment relates to the vehicle~~on, as discussed ~~below.~~above. Contract assets include estimated earnings in excess of billings on uncompleted contracts. ~~The Company is working~~Equipment relates to ~~have easements released on~~ the ~~property and anticipates pouring the foundation within the next 30 days.~~vehicle discussed below.

We had total liabilities of ~~$478,655~~$760,876 as of ~~June 30, 2021,~~March 31, 2022, which included current liabilities of ~~$461,295,~~$738,333, including accounts payable and accrued liabilities of ~~$100,458 (which included accrued lawsuit settlements of $35,000),~~$109,808, contract liabilities, relating to billings in excess of costs and estimated earnings on uncompleted jobs of ~~$353,763,~~$618,073, and current portion of note payable of ~~$7,074,~~$10,451, and long-term liabilities consisting of a long-term note payable, net of current portion of ~~$17,360~~$22,543 relating to a vehicle (discussed below) and the PPP Note discussed below. The $35,000 of accrued lawsuit settlements represents amounts accrued in connection with the lawsuits described in greater detail under “Note 6. Commitments and Contingencies” in the Notes to Consolidated Financial Statements included above. Long term note payable, net of current portion, decreased by $55,948 from December 31, 2020, mainly due to the forgiveness of the Note, as discussed below.

On February 11, 2020, we purchased a Hyundai Genesis ~~G80 for use by Mr. Elijah May, our Chief Executive Officer.~~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 April 28, 2020, the Company secured a construction loan from First United Bank and Trust Company to be used to develop the land purchased in the third quarter of 2019. The loan is in the amount of $221,000, bears interest at the rate of 6.25% per annum and is currently repayable on ~~April~~October 28, ~~2021.~~2022. As of ~~June 30,~~March 31, 2022 and December 31, 2021, and through the date of this filing, no amount had been advanced on the loan. ~~The loan renewed and has been extended through October 28, 2021.~~

On ~~May 11, 2020,~~October 26, 2021, we ~~(through Reliant Pools) received~~purchased a ~~loan (the “Loan”) from Wells Fargo Bank N.A. (the “Lender~~”)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 ~~principal~~vehicle, for the remaining amount of ~~$51,113, pursuant to~~ the ~~Paycheck Protection Program (the “PPP”) under~~purchase price, which amount accrues interest at the ~~Coronavirus Aid, Relief,~~rate of 6.54% per annum and ~~Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020. The Loan was evidenced by a promissory note (the “Note”), dated effective May 4, 2020, issued by~~is payable at the ~~Company to the Lender. The Note was unsecured, was to mature~~rate of $336 per month through maturity on May 4, 2022 and accrued interest at a rate of 1.00% per annum, payable monthly commencing on November 2, 2020, following an initial deferral period as specified under the PPP. Proceeds from the Loan were available to the Company to fund designated expenses, including certain payroll costs, rent, utilities and other permitted expenses, in accordance with the PPP. Under the terms of the PPP, up to the entire amount of principal and accrued interest could be forgiven to the extent Loan proceeds were used for qualifying expenses as described in the CARES Act and applicable implementing guidance issued by the U.S. Small Business Administration under the PPP (including that up to 60% of such Loan funds were used for payroll). The Company used the entire Loan amount for designated qualifying expenses and applied for forgiveness of the respective Loan in accordance with the terms of the PPP. On April 27, 2021, the Company was notified that the outstanding principal and accrued interest for the PPP Loan was forgiven in full by the SBA.26, 2027.

We had a working capital deficit of ~~$76,341~~$234,699 as of ~~June 30, 2021,~~March 31, 2022, compared to a working capital deficit of ~~$110,920~~$262,518 as of December 31, ~~2020.~~2021.

We had ~~$129,408~~$9,251 of net cash provided by operating activities for the ~~six~~three months ended ~~June 30, 2021, which~~March 31, 2022, as compared to $131,473 in net cash provided by operating activities for the three months ended March 31, 2021. Net cash provided by operating activities for the 2022 period was mainly due to an increase of 86,607 in contract liabilities and $349,333 of stock-based compensation, offset by $263,486 of net loss and $51,577 of gain on forgiveness of debt in connection with the forgiveness of the PPP Note. We had $22,379 of net cash used in operating activities for the six months ended June 30, 2020, due mainly to net loss of $378,890 and an increase of $57,000 in accounts receivable, offset by $339,306$29,213 of increase in accounts payable and accrued ~~expenses.~~liabilities, $34,347 of increase in contract liabilities, offset by $2,829 in net loss, $33,882 of decrease in contract assets and $19,437 of decrease in house and real estate inventory. For the 2021 period, net cash provided by operating activities was mainly due to a $147,627 increase in contract liabilities and a $337,000 increase in stock-based compensation, offset by $405,692 of net loss. Stock based compensation includes the issuance, on January 27, 2021, of 700,000 shares of restricted common stock to Elijah May, its sole officer and director, 200,000 shares of restricted common stock to Joel Hefner, the Vice President of Reliant Pools, a non-executive officer position, and 700,000 shares of restricted common stock to Michael Chavez, a consultant to the Company, each in consideration for services rendered. The shares were valued at $0.20 per share, the closing price of the Company’s stock on January 27, 2021. Also, on December 4, 2020, the Company entered into an investor relations agreement and issued a total of 200,000 shares of restricted common stock in exchange for a six-month service period. The stock was valued at $34,000 at the date of grant and ~~will be~~was recognized over the service period. The Company also issued Mr. May in June 2021, 1,000 shares of Series A Preferred Stock, in consideration for services rendered (which shares, voting as a class, but together will all other voting shares of the Company, vote 51% of the total shareholder vote on all shareholder matters), which were valued at $1,000. During the ~~six~~three months ended ~~June 30,~~March 31, 2021, the Company recognized ~~$1,000~~$337,000 of stock-based expense related to these shares.

We had ~~$11,000 of net cash used in investing activities for the six months ended June 30, 2020, which was solely due to the down payment on the vehicle purchase described above.~~
~~We had $4,636~~$5,029 of net cash used in financing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2022 as compared to $2,749 of cash used in financing activities for the three months ended March 31, 2021, which ~~was~~were due to payments on our vehicle ~~loan. We had $48,238 of cash provided by financing activities for the six months ended June 30, 2020, which was due to the PPP Note proceeds, less payments on our vehicle loan.~~loans.

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.
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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, Summary of Significant Accounting Policies and Going Concern” in the Notes to Consolidated Financial Statements in Part II, Item 8, of the ~~2020~~2021 Annual Report, describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements.
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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.

~~Management, consisting~~In connection with the preparation of this Quarterly Report on Form 10-Q, our management, with the participation of our ~~CEO~~Chief Executive Officer (our Principal Executive Officer and ~~CFO, evaluated the effectiveness~~Principal Financial Officer), carried out an evaluation of the ~~design and operation~~effectiveness of our disclosure controls and procedures ~~(as defined in~~as of March 31, 2022, as required by Rules 13a-15(e) and 15d-15(e) of the Exchange ~~Act) as of the end of the period covered by this report. As of June 30, 2021, based~~Act. Based on the evaluation ~~of these disclosure controls~~described above, our management, including our Principal Executive Officer and ~~procedures, our CEO and CFO has~~Principal Financial Officer, concluded that, as of March 31, 2022, our disclosure controls and procedures were ~~effective 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 properly, 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 CEO and CFO, to allow timely decisions regarding required disclosures.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 period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

~~In designing and evaluating the~~The Company’s disclosure controls and procedures ~~management recognizes~~are designed to provide the Company’s Principal Executive Officer and Principal Financial Officer with reasonable assurances that ~~any~~the Company’s disclosure controls and procedures will achieve their objectives. However, the Company’s management does not expect that the Company’s disclosure controls and procedures or the Company’s internal control over financial reporting can or will prevent all human error. A control system, no matter how well designed and ~~operated,~~implemented, can provide only reasonable, not absolute, assurance that the objectives of ~~achieving~~ the ~~desired~~ control ~~objectives. In addition,~~system are met. Furthermore, the design of ~~disclosure controls and procedures~~a control system must reflect the fact that there are internal resource constraints, and ~~that management is required to apply its judgment in evaluating~~ the ~~benefits~~benefit of ~~possible~~ controls ~~and procedures~~must be weighed relative to their corresponding costs. Because of the limitations in all control systems, no evaluation of controls can provide complete assurance that all control issues and instances of error, if any, within the Company are detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur due to human error or mistake. Additionally, controls, no matter how well designed, could be circumvented by the individual acts of specific persons within the organization. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and such design may not succeed in achieving its stated objectives under all potential future conditions.

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PART II – OTHER INFORMATION
Item 1. Legal Proceedings

We may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business.

Such current litigation or other legal proceedings are described in, and incorporated by reference in, this “Item 1. Legal Proceedings” of this Form 10-Q from, “Part I” - “Item 1. Financial Statements” in the Notes to Consolidated Financial Statements in “Note 6. Commitments and Contingencies”.

The Company is unable to determine the estimate of the probable or reasonable possible loss or range of losses arising from the above referenced unsettled legal proceedings.

Additionally, the outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.

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, ~~2020,~~2021, as filed with the SEC on ~~March 31, 2021,~~April 13, 2022, under the heading “Item 1A. Risk Factors”, which are incorporated by reference herein, 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.

The ~~risk factor entitled “Our operations~~demand for our swimming pools may be adversely affected by global epidemics, pandemics and similar health issues. Our business may be materially and adversely disrupted by the present outbreak and worldwide spread of COVID-19, including measures that international, federal, state and local governments, agencies, law enforcement and/changes in consumer discretionary spending or ~~health authorities implement to address it.” from the Form 10-K is replaced and superseded by the following:~~
Our operations may be adversely affected by global epidemics, pandemics and similar health issues. Our business may be materially and adversely disrupted by the present outbreak and worldwide spread of COVID-19, including measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it.unfavorable economic conditions.

~~An epidemic, pandemic~~ Consumer discretionary spending significantly affects our sales and is impacted by factors outside of our control, including general economic conditions, the residential housing market, unemployment rates, wage levels, interest rate fluctuations, inflation, disposable income levels, consumer confidence and access to credit. In economic downturns, the demand for swimming pools may decline, often corresponding with declines in discretionary consumer spending, the growth rate of pool eligible households and swimming pool construction. Even in generally favorable economic conditions, severe and/or ~~similar serious public health issue, and the measures undertaken by governmental authorities to address it, could significantly disrupt or prevent us from operating our business~~prolonged downturns in the ~~ordinary course for an extended period, and thereby, and/or along with any associated economic and/or social instability or distress,~~housing market could have a material adverse impact on our ~~consolidated~~ financial ~~statements.~~
On March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. On March 13, 2020, the United States declared a national emergency concerning the outbreak, and several states and municipalities have declared public health emergencies. Along with these declarations, there have been extraordinary and wide-ranging actions taken by international, federal, state and local public health and governmental authoritiesperformance. Such downturns expose us to ~~contain and combat the outbreak and spread of COVID-19 in regions across the United States and the world,~~certain additional risks, including ~~quarantines, and “stay-at-home~~” orders and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. Specifically, Travis County and Austin, Texas, where the Company operates, issued “~~stay-at-home” and social distancing orders beginning in mid-April 2020, which have mostly expired to date.~~
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~~Table of Contents~~
~~To date, we have~~but not ~~experienced any material negative effects from, or declines in business relating to, COVID-19 and/or Travis County, Texas’s response~~limited to the ~~coronavirus, which has included “stay-at-home~~” and social distancing orders. However, we are currently experiencing delays in obtaining required equipment to start up all the pools we have finished, as equipment is currently being rationed by sellers due to increased demand as a resultrisk of the need to replace equipment which was damaged due to the unprecedented 2021 winter storms which affected the Austin area, and the overall increase in new pool builds, which is also being negatively affected by manufacturing and shipping delays due to COVID-19. We are also experiencing delays as subcontractors come down with COVID-19. Overall, demand for trade workers is extremely high, which has resulted in higher prices for pools, which we attempt to pass on to customers as much as possible. Furthermore, there is a risk related to permitting taking longer and risk related to labor and equipment shortages. Notwithstanding the above, the demand for pools remains high in Austin and surrounding areas. Notwithstanding that, we are uncertain of the potential full magnitudecustomer closures or duration of the business and economic impacts from the unprecedented public health effort to contain and combat the spread of COVID-19, which include, among other things, significant volatility in financial markets and a sharp decrease in the value of equity securities, including our common stock. In addition, we can provide no assurance as to whether the COVID-19 public health effort will be intensified to such an extent that we will not be able to conduct any business operations at all for an indefinite period.
Our business could also be negatively impacted over the medium-to-longer term if the disruptions related to COVID-19 decrease consumer confidence generally or with respect to constructing a pool and/or purchasing a home; cause civil unrest; or precipitate a prolonged economic downturn and/or an extended rise in unemployment or tempering of wage growth, any ofbankruptcies, which could ~~lower demand for~~shrink our ~~products; impair~~potential customer base and inhibit our ability to ~~sell and build pools in a typical manner or at all, generate revenues and cash flows, and/or~~collect on those customers’ receivables.
We believe that homeowners’ access to ~~lending~~consumer credit at attractive interest rates is a critical factor enabling the purchase of new pools. Between late 2006 and early 2010, the unfavorable economic conditions and downturn in the housing market resulted in significant tightening of credit markets, ~~(or significantly~~which limited the ability of consumers to access financing for new swimming pools. Any similar tightening of consumer credit or any increase the costs of doing so), as may be necessary to sustain our business; increase the costs or decrease the supply of building materials or the availability of subcontractors and other talent, including as a result of infections or medically necessary or recommended self-quarantining, or governmental mandates to direct production activities to support public health efforts. The inherent uncertainty surrounding COVID-19, due in part to rapidly changing governmental directives, public health challenges and progress, the unknown real-world efficacy of vaccines and the public’s willingness to obtain such vaccines, and market reactions thereto, also makes it more challenging for our management to estimateinterest rates in the future ~~performance~~could prevent consumers from obtaining financing for pool and related outdoor projects, which could negatively impact our sales.
Discretionary spending is often adversely affected during times of economic, social or political uncertainty. The potential for natural or man-made disasters or extreme weather, geopolitical events and security issues, labor or trade disputes and similar events could create these types of uncertainties and negatively impact our business ~~and develop strategies to generate growth or achieve our initial or any revised objectives for the remainder of 2021 and beyond.~~
~~Should the adverse impacts described above (or others that are currently unknown) occur, whether individually or collectively, we would expect to experience, among other things, decreases~~ in new pool contracts, pools built, average selling prices, revenues and net income, and such impacts could be material to our consolidated financial statements. In addition, should the COVID-19 public health effort intensify to such an extentways that we cannot operate at all, we may generate few or no new pool contracts and/or completed pools during the applicable period, which could be prolonged. Along with a potential increase in cancellations of pool contracts, if there are prolonged government restrictions on our business and our customers, and/or an extended economic recession, we could be unable to produce revenues and cash flows sufficient to operate our business. Such a circumstance could, among other things, exhaust our available liquidity (and ability to access liquidity sources), which could cause the value of our common stock to decline in value or become worthless.presently predict.

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Table of Contents

Supply shortages and other risks related to the demand for skilled labor and materials could increase costs, delay deliveries and could adversely affect our financial condition and results of operations.
The ~~risk factor entitled “We will require additional financing,~~pool construction industry experiences price fluctuations and weshortages in labor and materials from time to time. Shortages in labor can be due to shortages in qualified trades people, changes in immigration laws and trends in labor migration, lack of availability of adequate utility infrastructure and services, or our need to rely on local subcontractors who may not be adequately capitalized or insured. Shortages of materials can be due to certain disruptions, such as natural disasters, civil or political unrest, trade disputes, difficulties in production or delivery or health issues like the COVID-19 pandemic. Labor and material shortages can be more severe during periods of strong demand for constructive services or during periods in which the markets where we operate experience natural disasters such as hurricanes, severe weather or flooding. Pricing for labor and materials can be affected by the factors discussed above, changes in energy prices, and various other national, regional and local economic and political factors, including inflation and increases due to lack of supply. If we are not able to ~~raise funds on favorable terms or at all.” from the Form 10-K is replaced~~successfully offset any such increased costs through higher sales prices, it could adversely affect our margin and ~~superseded by the following:~~results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Unregistered Sales of Equity Securities

~~We may require additional financing,~~There have been no sales of unregistered securities during the quarter ended March 31, 2022 and ~~we may not be able~~from the period from April 1, 2022 to ~~raise funds on favorable terms or at all.~~the filing date of this Report.
Use of Proceeds From Sale of Registered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 3. Defaults Upon Senior Securities

We had a working capital deficit of $76,341 as of June 30, 2021. 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. In the event we require additional funding in the future, the most likely source of future funds presently available to us will be through the sale of equity capital. Any sale of share capital will result in dilution to existing stockholders. Furthermore, we may incur debt in the future, and may not have sufficient funds to repay our future indebtedness or may default on our future debts, jeopardizing our business viability.
We may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to expand our operations and business, which might result in the value of our common stock decreasing in value or becoming worthless. Additional financing may not be available to us on terms that are acceptable. Consequently, we may not be able to proceed with our intended business plans. Substantial additional funds will still be required if we are to reach our goals that are outlined in this Report. Obtaining additional financing contains risks, including:
●
~~additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current stockholders;~~
●
loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our sole director;
●
~~the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing; and~~
●
if we fail to obtain required additional financing to grow our business, we would need to delay or scale back our business plan, reduce our operating costs, or reduce our headcount, each of which would have a material adverse effect on our business, future prospects, and financial condition.
Furthermore, in order to pay amounts owed in connection with lawsuits, settlements, and judgments rendered against us, we may be forced to liquidate assets and/or abandon certain of our business plans. If we are unable to pay such amounts, we may be forced to cease operations and/or seek bankruptcy protection.
~~The risk factor entitled “Our backlog may not be realized or may not result in revenue or profit.” from the Form 10-K is replaced and superseded by the following:~~
~~Our backlog may not be realized or may not result in revenue or profit.~~
As of June 30, 2021, we had approximately $3,200,000 of remaining performance obligations on our construction contracts, which we also refer to as backlog. We expect to recognize our current backlog as revenue during the second half of 2021 and first quarter of 2022. However, some of our contracts may be terminated by our customers on short notice. Reductions in backlog due to cancellation by a customer, or for other reasons, including, but not limited to COVID-19, economic uncertainty associated therewith, and delays caused by social distancing and “~~stay-at-home~~” orders, could significantly reduce the revenue that we actually receive from contracts in our backlog. In the event of a project cancellation, we may be reimbursed for certain costs, but we typically have no contractual right to the total revenue reflected in our backlog. Projects may remain in our backlog for extended periods of time.None.

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Table of Contents

Given these factors, our backlog at any point in time may not accurately represent the revenue that we expect to realize during any period, and our backlog as of the end of a fiscal year may not be indicative of the revenue we expect to earn in the following fiscal year. Inability to realize revenue from our backlog could have an adverse effect on our business.
~~The risk factor entitled “A significant amount of our revenues has historically been due to only a small number of customers, and if we were to lose any material customer, our results of operations could be adversely affected.” from the Form 10-K is replaced and superseded by the following:~~
~~A significant amount of our revenues has historically been due to only a small number of customers, and if we were to lose any material customer, our results of operations could be adversely affected.~~
The Company had three customers representing more than 10% of gross revenue, and combined 40% of revenue for the six months ended June 30, 2021. The Company had five customers representing more than 10% of gross revenue and combined 75% of revenue for the six months ended June 30, 2020.
As a result, the majority of our revenues have historically been due to only a small number of customers, and we anticipate this trend continuing moving forward. As a result, in the event our customers do not pay us amounts owed, terminate work in progress or we are unable to find new customers moving forward, it could have a materially adverse effect on our results of operations and could force us to curtail or abandon our current business operations.
~~The risk factor entitled “Nevada law and our articles of incorporation authorize us to issue shares of stock, which shares may cause substantial dilution to our existing stockholders.” from the Form 10-K is replaced and superseded by the following:~~
We have established preferred stock which can be designated by the Company’s Board of Directors without shareholder approval and the board has established Series A Preferred Stock, which gives the holders majority voting power over the Company.
We have authorized capital stock consisting of 70,000,000 shares of common stock, $0.001 par value per share and 5,000,000 shares of preferred stock, $0.001 par value per share. As of the date of this Report, we have 16,385,000 shares of common stock issued and outstanding and 1,000 shares of Series A Preferred Stock designated and issued and outstanding. The shares of preferred stock of the Company may be issued from time to time in one or more series, each of which shall have a distinctive designation or title as shall be determined by the board of directors of the Company (currently consisting solely of Elijah M) prior to the issuance of any shares thereof. The preferred stock shall have such voting powers, full or limited, or no voting powers, and such preferences and relative, participating, optional or other special rights and such qualifications, limitations or restrictions thereof as adopted by the board of directors. In May 2020, we designated 1,000 shares of Series A Preferred Stock. The Series A Preferred Stock have the right, voting in aggregate, to vote on all shareholder matters equal to fifty-one percent (51%) of the total vote (the “~~Super Majority Voting Rights~~”). For example, if there are 16,385,000 shares of the Company’s common stock issued and outstanding at the time of a shareholder vote, the holders of Series A Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 17,053,776 shares, out of a total number of 33,438,776 shares voting. A total 1,000 shares of Series A Preferred Stock are currently outstanding and held by Elijah May, our sole officer and director, providing him sole voting rights over the Company.
Because the board of directors is able to designate the powers and preferences of the preferred stock without the vote of a majority of the Company’s shareholders, shareholders of the Company will have no control over what designations and preferences the Company’s preferred stock will have. Investors should keep in mind that the Board of Directors has the authority to issue additional shares of common stock and preferred stock, which could cause substantial dilution to our existing stockholders. Additionally, the dilutive effect of any preferred stock, which we may issue may be exacerbated given the fact that such preferred stock may have super majority voting rights (similar to the Series A Preferred Stock) and/or other rights or preferences which could provide the preferred stockholders with voting control over us subsequent to such offering and/or give those holders the power to prevent or cause a change in control. As a result, the issuance of shares of common stock and/or preferred stock may cause the value of our securities to decrease and/or become worthless.
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~~Table of Contents~~
~~The risk factor entitled “Our executive officer controls a majority of our voting securities and therefore he has the ability to influence matters affecting our stockholders.” from the Form 10-K is replaced and superseded by the following:~~
~~Our sole officer and director controls a majority of our voting securities and therefore he has the ability to influence matters affecting our stockholders.~~
Our sole executive officer and director, Elijah May, beneficially owns approximately 59.1% of the issued and outstanding shares of our common stock and also holds all 1,000 outstanding shares of Series A Preferred Stock which have Super Majority Voting Rights. As a result, he controls approximately 79.9% of all shareholder votes. As a result, he has the ability to influence matters affecting our stockholders and will therefore exercise control in determining the outcome of all corporate transactions or other matters, including the election of directors, mergers, consolidations, the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. Any investor who purchases shares will be a minority stockholder and as such will have little to no say in the direction of the Company and the election of directors. Additionally, it will be difficult if not impossible for investors to remove our current director, which will mean he will remain in control of who serves as officers of the Company as well as whether any changes are made in the Board of Directors (currently consisting solely of Mr. May). As a potential investor in the Company, you should keep in mind that even if you own shares of the Company’s common stock and wish to vote them at annual or special stockholder meetings, your shares will likely have little effect on the outcome of corporate decisions. Because Mr. May controls the vote on all shareholder matters, investors may find it difficult to replace our management if they disagree with the way our business is being operated. Additionally, the interests of Mr. May, may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse to other stockholders.
~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~
There have been no sales of unregistered securities during the quarter ended June 30, 2021 and from the period from July 1, 2021 to the filing date of this report, which have not previously been disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 or a Current Report on Form 8-K.
~~Use of Proceeds From Sale of Registered Securities~~
~~None.~~
~~Issuer Purchases of Equity Securities~~
~~None.~~
~~Item 3. Defaults Upon Senior Securities~~
~~None.~~
Item 4. Mine Safety Disclosures

Not applicable.
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~~Table of Contents~~

Item 5. Other Information.

The following information was required to be disclosed in a Current Report on Form 8-K during the period covered by this Form 10-Q, but was inadvertently not timely reported by the Company. Instead of filing such information on a separate Current Report on Form 8-K, we have elected to make the following disclosures in this Quarterly Report on Form 10-Q under Items 1.01 and 2.03 of Form 8-K, as ~~applicable~~:applicable:

Item 1.01 Entry into a Material Definitive Agreement.

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.
Effective on April 26, 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~~” and~~ agreed to extend the “~~Extension”), which extended~~due date of our $221,000 borrowing facility in connection with the ~~Company’s prior~~ construction loan ~~in the amount of $221,000,~~on our custom home, which ~~has~~had a balance of ~~$0. Pursuant to that agreement,~~$0 as of the ~~maturity~~ date of the ~~construction loan was extended~~agreement, March 31, 2022, and the date of this filing, from April 28, ~~2021 and~~2022 to October 28, ~~2021.~~2022. There were no other changes to the terms of the loan. Amounts borrowed under the loan bear interest at the rate of 6.25%, are secured by the land on which the Company plans to build a custom home, and are guaranteed by Reliant Pools, Inc., our wholly-owned subsidiary.

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

The information and disclosures ~~regarding the Extension~~in Item 1.01, above, are incorporated by reference into this Item 2.03 in their entirety.

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Table of Contents
Item 6. Exhibits

Filed/

Incorporated by Reference
Exhibit
Number

Description of Exhibit

Furnished
Herewith

Form

Exhibit

Filing
Date

File
Number

2.1

Agreement for the Exchange of Common Stock dated May 23, 2014, by and between Reliant Holdings, Inc., Reliant Pools, Inc. and the stockholders of Reliant Pools, Inc.

S-1

2.1

10/27/2016

333-214274
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

06/17/2021

000-56012
3.3

Amended and Restated Bylaws

S-1

3.2

10/27/2016

333-214274
4.1

Description of Securities of the Registrant

10-K

4.1

3/30/2020

000-56012
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
10.10
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
10Q
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 (included with this registration statement)

S-8

4.1

8/3/2021

333-258392
10.12

Form of 2021 Equity Incentive Plan Restricted Stock Grant Agreement (included with this registration statement)

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.

☒

14.1

Code of Ethics and Code of Conduct

S-1

14.1

10/27/2016

333-214274
16.1

Letter to Securities and Exchange Commission from LBB & Associates Ltd., LLP, dated March 2, 2020

8-K

16.1

3/3/2020

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.LAB*

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

☒

Incorporated by Reference

Exhibit Number
Description of Exhibit
Filed/ Furnished 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

4.1
Description of Securities of the Registrant
10-K
4.1
4/13/2022
000-56012
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, 2022, 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 Frist United Bank and Trust Co.

☒

14.1
Code of Ethics and Code of Conduct
S-1
14.1
10/27/2016
333-214274
16.1

Letter to Securities and Exchange Commission from LBB & Associates Ltd., LLP, dated March 2, 2020

8-K

16.1

3/3/2020

000-56012

31.1*
Certification of Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
☒
31.2**

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*
XBRL Taxonomy Extension Schema Document

☒

101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
☒
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document

☒

101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
☒
101.PRE*
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.

2827
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 16, 2021~~May 17, 2022
By:
/s/ Elijah May

Elijah May

Chief Executive Officer and President

(Principal Executive Officer and Principal Financial/Accounting Officer)

2928

Reliant Holdings, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Deficit
For the Six Months ended June 30, 2021 and 2020
(unaudited)

	Preferred Stock				Common Stock				Additional Paid in		Accumulated
	Shares		Par Value		Shares		Par Value		Capital		Deficit			Total

Balance December 31, 2020		-	$	0		14,785,000	$	14,785	$	48,832	$	(209,623	)	$	(146,006	)

Stock-based compensation		-		0		1,600,000		1,600		335,400		0			337,000

Net loss		-		0		-		0		0		(405,692	)		(405,692	)

Balance March 31, 2021		-		0		16,385,000		16,385		384,232		(615,315	)		(214,698	)

Stock-based compensation		-		0		-		0		11,333		0			11,333

Preferred Shares issued for Compensation		1,000		1		-		0		999		0			1,000

Net income						-		0		0		142,206			142,206
Balance June 30, 2021		1,000	$	1		16,385,000	$	16,385	$	396,564	$	(473,109	)	$	(60,159	)

Balance December 31, 2019		-	$	0		14,585,000	$	14,585	$	43,365	$	96,445		$	154,395

Net loss		-		0		-		0		0		(331,838	)		(331,838	)

Balance March 31, 2020		-		0		14,585,000		14,585		43,365		(235,393	)		(177,443	)

Net loss		-		0		-		0		0		(47,052	)		(47,052	)
Balance June 30, 2020		-	$	0		14,585,000	$	14,585	$	43,365	$	(282,445	)	$	(224,495	)

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

	For the Six		For the Six
	Months Ended		Months Ended
Cost of Goods Sold Expense	June 30, 2021		June 30, 2 020		Increase / (Decrease)			Percentage Change
Cost of decking	$	102,855	$	90,442	$	12,413		13.7	%
Plaster used in the construction of pools		50,758		51,671		(913	)	-1.8	%
Gunite used in the construction of pools		130,949		67,820		63,129		93.1	%
Pool equipment used to filter and circulate the water used in our pools		145,474		70,873		74,601		105.3	%
Masonry, stone and tile installed in and around our pools and coping expenses associated therewith		114,443		77,929		36,514		46.9	%
Excavation and steel expenses		164,597		77,297		87,300		112.9	%
Other, including labor		262,289		130,967		131,322		100.3	%
Total	$	971,365	$	566,999	$	404,366		71.3	%

●	~~additional equity financing may not be available to us on satisfactory terms and any equity we are able to issue could lead to dilution for current stockholders;~~

●	loans or other debt instruments may have terms and/or conditions, such as interest rate, restrictive covenants and control or revocation provisions, which are not acceptable to management or our sole director;

●	~~the current environment in capital markets combined with our capital constraints may prevent us from being able to obtain adequate debt financing; and~~

●	if we fail to obtain required additional financing to grow our business, we would need to delay or scale back our business plan, reduce our operating costs, or reduce our headcount, each of which would have a material adverse effect on our business, future prospects, and financial condition.

			Incorporated by Reference
Exhibit Number	Description of Exhibit	Filed/ Furnished 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
4.1	Description of Securities of the Registrant		10-K	4.1	4/13/2022	000-56012
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

			RELIANT HOLDINGS, INC.

Date: ~~August 16, 2021~~May 17, 2022	By:	/s/ Elijah May
		Elijah May
		Chief Executive Officer and President
		(Principal Executive Officer and Principal Financial/Accounting Officer)